Club Pilates - 2021-04-16 - FDD - Xponential Fitness

FRANCHISE DISCLOSURE DOCUMENT
Club Pilates Franchise, LLC

a Delaware limited liability company
17877 Von Karman Ave., Suite 100
Irvine, California 92614
(949) 346-9794
[email protected]
www.clubpilates.com
Club Pilates Franchise, LLC (“we,” “us,” or “our”) offers and awards franchises for the right to
establish and operate a fitness studio (each, a “Studio”) that provides Pilates and other exercise classes
utilizing (a) the proprietary marks we designate, including our current primary mark CLUB PILATES (the
“Proprietary Marks”), (b) a designated package of Pilates and other exercise equipment our franchise
offering expects and assume will be leased for use in connection with Studio operations (the “Exercise
Equipment Package”), and (c) other proprietary components and information comprising the system of
business operations we have developed for a Studio (our “System”).
The total estimated investment necessary to begin operations of a single franchised Studio ranges
from $179,100 to $368,000. This amount includes $100,100 to $110,900 that must be paid to the
franchisor or its affiliate prior to opening.
The total investment necessary to develop multiple 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 will be
three (3) or more under this Disclosure Document. The total investment necessary to enter into an area
development agreement for the right to develop three (3) Studios ranges from $254,100 to $443,000,
which includes (a) a development fee amounting to $135,000 at the time you enter into an area
development agreement with us, and (b) the total estimated initial investment to begin operation of your
initial 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 Shaun Grove at Club Pilates
Franchise, LLC, 17877 Von Karman Ave., Suite 100, Irvine, CA 92614, and at (949) 346-9794.
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 carefully. 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
©2021 Club Pilates Franchise, LLC

2021 Franchise Disclosure Document
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: APRIL 16, 2021.

How to Use This Franchise Disclosure Document
Here are some questions you may be asking about buying a franchise and tips on how to find more
information:
QUESTION WHERE TO FIND INFORMATION

How much can I earn? Item 19 may give you information about outlet
sales, costs, profits or losses. You should also try
to obtain this information from others, like
current and former franchisees. You can find
their names and contact information in Item 20
or Exhibits H and I.
How much will I need to invest? Items 5 and 6 list fees you will be paying to the
franchisor or at the franchisor’s direction. Item 7
lists the initial investment to open. Item 8
describes the suppliers you must use.
Does the franchisor have the financial ability to Item 21 or Exhibit C includes financial statements.
provide support to my business? Review these statements carefully.
Is the franchise system stable, growing, or Item 20 summarizes the recent history of the
shrinking? number of company-owned and franchised
outlets.
Will my business be the only Club Pilates Item 12 and the “territory” provisions in the
business in my area? franchise agreement describe whether the
franchisor and other franchisees can compete
with you.
Does the franchise have a troubled legal history? Items 3 and 4 tell you whether the franchisor or
its management have been involved in material
litigation or bankruptcy proceedings.
What’s it like to be a Club Pilates franchisee? Item 20 or Exhibits H and I list current and former
franchisees. You can contact them to ask about
their experiences.
What else should I know? These questions are only a few things you should
look for. Review all 23 Items and all Exhibits in
this disclosure document to better understand
this franchise opportunity. See the table of
contents.

What You Need To Know About Franchising Generally
Continuing responsibility to pay fees. You may have to pay royalties and other fees even if you are losing
money.
Business model can change. The franchise agreement may allow the franchisor to change its manuals and
business model without your consent. These changes may require you to make additional investments in
your franchise business or may harm your franchise business.
Supplier restrictions. You may have to buy or lease items from the franchisor or a limited group of
suppliers the franchisor designates. These items may be more expensive than similar items you could buy
on your own.
Operating restrictions. The franchise agreement may prohibit you from operating a similar business
during the term of the franchise. There are usually other restrictions. Some examples may include
controlling your location, your access to customers, what you sell, how you market, and your hours of
operation.
Competition from franchisor. Even if the franchise agreement grants you a territory, the franchisor may
have the right to compete with you in your territory.
Renewal. Your franchise agreement may not permit you to renew. Even if it does, you may have to sign a
new agreement with different terms and conditions in order to continue to operate your franchise
business.
When your franchise ends. The franchise agreement may prohibit you from operating a similar business
after your franchise ends even if you still have obligations to your landlord or other creditors.
Some States Require Registration
Your state may have a franchise law, or other law, that requires franchisors to register before
offering or selling franchises in the state. Registration does not mean that the state recommends that
franchise or has verified the information in this document. To find out if your state has a registration
requirement, or to contact your state, use the agency information in Exhibit B.
Your state also may have laws that require special disclosures or amendments be made to your
franchise agreement. If so, you should check the State Specific Addenda. See the Table of Contents for the
location of the State Specific Addenda.

Special Risks to Consider About This Franchise
Certain states require that the following risk(s) be highlighted:
1. Out-of-State Dispute Resolution. The franchise agreement requires you to resolve disputes with
the franchisor by arbitration only in California. Out-of-state arbitration may force you to accept a
less favorable settlement for disputes. It may also cost more to arbitrate with the franchisor in
California than in your own states.
2. Spousal Obligation. Your spouse must sign a document that makes your spouse liable for all
financial obligations under the franchise agreement even though your spouse has no ownership
interest in the franchise. This guarantee will place both your and your spouse’s marital and
personal assets, perhaps including your house, at risk if your franchise fails.
3. Minimum Monthly Gross Revenue. You must meet a minimum monthly gross revenue quote
requirement. Your inability to meet this requirement may result in loss of any territorial rights you
are granted, termination of your franchise, and loss of your investment.
Certain states may require other risks to be highlighted. Check the “State Specific Addenda” (if
any) to see whether your state requires other risks to be highlighted.

TABLE OF CONTENTS
PAGE
ITEM 1 THE FRANCHISOR, ANY PARENTS, PREDECESSORS AND AFFILIATES ..................................................... 2
ITEM 2 BUSINESS EXPERIENCE ......................................................................................................................... 7
ITEM 3 LITIGATION ........................................................................................................................................... 8
ITEM 4 BANKRUPTCY ....................................................................................................................................... 8
ITEM 5 INITIAL FEES ......................................................................................................................................... 8
ITEM 6 OTHER FEES ........................................................................................................................................ 10
ITEM 7 ESTIMATED INITIAL INVESTMENT ....................................................................................................... 16
ITEM 8 RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES ................................................................ 23
ITEM 9 FRANCHISEE’S OBLIGATIONS .............................................................................................................. 27
ITEM 10 FINANCING ............................................................................................................................................. 29
ITEM 11 FRANCHISOR'S ASSISTANCE, ADVERTISING, COMPUTER SYSTEMS AND TRAINING ................................. 30
ITEM 12 TERRITORY.............................................................................................................................................. 40
ITEM 13 TRADEMARKS ......................................................................................................................................... 44
ITEM 14 PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION .................................................................... 46
ITEM 15 OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OF THE FRANCHISE BUSINESS ..................... 47
ITEM 16 RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL ............................................................................ 48
ITEM 17 RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION ......................................................... 49
ITEM 18 PUBLIC FIGURES...................................................................................................................................... 59
ITEM 19 FINANCIAL PERFORMANCE REPRESENTATIONS ...................................................................................... 59
ITEM 20 OUTLETS AND FRANCHISEE INFORMATION ............................................................................................ 64
ITEM 21 FINANCIAL STATEMENTS ........................................................................................................................ 72
ITEM 22 CONTRACTS ............................................................................................................................................ 72
ITEM 23 RECEIPTS................................................................................................................................................. 72
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 CURRENT FRANCHISEES AND, IF APPROPRIATE, THEIR OUTLETS
I. LIST OF FRANCHISEES THAT LEFT SYSTEM IN THE PAST YEAR
J. DEVELOPMENT AGREEMENT
K. STATE EFFECTIVE PAGE
L. RECEIPTS

ITEM 1 THE FRANCHISOR, ANY PARENTS, PREDECESSORS AND AFFILIATES
To simplify the language, this disclosure document uses “we,” “us,” “our,” “Franchisor” or “Club Pilates”
to mean Club Pilates Franchise, LLC, the franchisor. “You” means the person, corporation, partnership or other
entity that buys the franchise. Terms not defined in this Disclosure Document (including various capitalized
terms) are defined in the Franchise Agreement attached as Exhibit A to this Disclosure Document (the “Franchise
Agreement”).
Franchisor
We do business under the name Club Pilates Franchise, LLC, or in some cases, simply as “Club Pilates.”
We do not do business under any other name. Our principal business address is 17877 Von Karman Ave., Suite
100, Irvine, CA 92614, and our business phone number is (949) 346-9794. We are a Delaware limited liability
company formed on March 12, 2015. In or around June 2018, we expect and intend to move our corporate
offices to 17877 Von Karman Ave, Suite 100 & 150, Irvine, CA 92614.
Except as provided in this Item, we have not and do not offer franchises in any other line of business and
we have not otherwise been involved in other substantive business activity.
Transactions, Related Entities and Other Information
On March 12, 2015, we completed a transaction under which we acquired all rights, title and interest in
and to the CLUB PILATES franchise system and marks from our predecessor, Club Pilates Global, LLC (“CP
Global”). Please see additional disclosures regarding CP Global below. As part of that same transaction, we also
obtained the ownership rights to five (5) CLUB PILATES Studios that were open and operating in and around San
Diego, California from our affiliate Club Pilates, LLC (“CP”). CP Global and CP's principal business address is the
same as ours. Our affiliate CP does not engage in any other business activities, and CP has never offered
franchises in any line of business. From 2007 to March, 2015, our affiliate, CP operated the five (5) non-
franchised Club Pilates Studios described above. Our predecessor CP Global offered and sold franchises for CLUB
PILATES Studios before the transaction above was completed from September 2012 through March 12, 2015,
but CP Global does not currently offer franchises in any line of business or engage in any other business activities.
Parent
Xponential Fitness, LLC (“Xponential”) is our direct parent company. Xponential is a Delaware limited
liability company with a principal business address at 17877 Von Karman Avenue, Suite 100, Irvine, California
92614. Xponential, via an intermediate holding company, is controlled by H&W Franchise Holdings, LLC (“H&W”),
a Delaware entity with the same principal business address as Xponential. H&W is controlled by H&W Investco
LP (“H&W Investco”), a limited partnership formed under the laws of Delaware with the same principal address
as Xponential. H&W Investco is controlled and indirectly owned by MGAG LLC, a Delaware limited liability
company with the same principal business address as Xponential. None of these entities: (i) provide products or
services to our franchisees directly; or (ii) have directly offered or sold franchises in any line of business.
Affiliates
Our affiliate, CycleBar Franchising, LLC (“CBF”), an Ohio limited liability company with a principal
business address of 299 E 6th St., Floor 1, Cincinnati, Ohio 45202, franchises indoor cycling studios under the
CYCLEBAR® marks. CBF began franchising CYCLEBAR studios in January 2015. As of December 31, 2020, there
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were 208 franchised CYCLEBAR studios in operation. CBF has also offered area representative franchise since
March 2017, and CBF had one area representative open and in operation as of December 31, 2020.
Our affiliate, CycleBar Canada Franchising, LLC (“CycleBar Canada”), a British Columbia unlimited liability
company with a registered office at 2200 HSBC Building, 885 West Georgia Street, Vancouver, BC V6C 3E8, offers
CYCLEBAR franchises in Canada. Our affiliate, CycleBar International Inc. (“CycleBar International”) an Ohio
corporation with a principal business address of 299 E 6th St., Floor 1, Cincinnati, OH 45202 offers CYCLEBAR
franchises in other international territories. CycleBar Canada has offered franchises in Canada since August 2015,
and CycleBar International has offered franchises outside the United States since February 2016.
Our affiliate, AKT Franchise, LLC (“AKT Franchising”), a Delaware limited liability company with a principal
business address at 17877 Von Karman Ave., Suite 100, Irvine, California 92614, franchises fitness studios that
provide indoor fitness classes/instruction through a combination of circuit training, dance cardio, Pilates, and
yoga under the AKT® marks. AKT Franchising began franchising at some point in July 2018. As of December 31,
2020, there were 14 franchised AKT studios actively open and providing classes.
Our affiliate, PB Franchising, LLC (“PB Franchising”), a Delaware limited liability company with a principal
provide indoor fitness classes/instruction through a combination of Pilates, weights and ballet, including using a
ballet barre, under the PURE BARRE marks. PB Franchising commenced franchising as the franchising arm of the
brand in October 2012 and, as of December 31, 2020, there were 571 franchised PURE BARRE studios actively
open and providing classes.
Our affiliate, Row House Franchise, LLC (“Row House Franchise”), a Delaware limited liability company
with a principal business address at 17877 Von Karman Ave., Suite 100, Irvine, California 92614, franchises
rowing and free weight exercise classes under the ROW HOUSE® marks. Row House Franchise began franchising
ROW HOUSE studios at some point in early 2018. As of December 31, 2020, there were 69 franchised ROW
HOUSE studios actively open and providing services.
Our affiliate, Stretch Lab Franchise, LLC (“SL Franchising”), a Delaware limited liability company with a
principal business address of 17877 Von Karman Ave., Suite 100, Irvine, California 92614, franchises fitness
studios that provide stretching classes in both private and group formats, related therapy activities and, if
approved, a proprietary “flexologist” training programs under the STRETCH LAB® marks. SL Franchising began
offering franchises for STRETCH LAB studios in late December 2017. As of December 31, 2020, there were 99
franchised STRETCH LAB studios actively open and providing classes.
Our affiliate, Stride Franchising, LLC (“Stride Franchising”), a Delaware limited liability company with a
provide indoor running classes and related fitness classes and instructions through the use of treadmills and live
instruction under its then-current proprietary marks, including its current primary mark STRIDE. As of December
31, 2020, there were 3 franchised STRIDE studios actively open and providing classes.
Our affiliate, Yoga Six Franchise, LLC (“Y6 Franchising”), a Delaware limited liability company with a
studios that offer and provide indoor yoga classes/instruction and other related exercise classes under the YOGA
SIX® marks. Y6 Franchising began offering franchises for YOGA SIX studios in September 2018. As of December
31, 2020, there were 77 YOGA SIX studios actively open and providing classes.
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Our affiliate, Rumble Franchise, LLC (“Rumble Franchise”), a Delaware limited liability company with a
studios that offer and provide boxing classes/instruction and other related exercise classes under the RUMBLE®
marks. Rumble Franchise began offering franchises for RUMBLE studios in March 2021. As such, as of December
31, 2020, there were no RUMBLE franchised Studios actively open and providing classes (in part, due to the
COVID-19 pandemic).
We have three (3) other affiliates that previously offered franchises outside of the fitness industry that
no longer require disclosure because they ceased franchising in 2019 and, as of the Issue Date, they have no
plans to resume offering franchises in our next fiscal year.
As disclosed in Item 12 of the 2018 FDD, please recall that our Parent may acquire or develop other
affiliate franchisor brands, whether in the fitness industry or otherwise, in the future at its discretion.
Except as disclosed above, we currently have no parents, predecessors or affiliates required to be

disclosed in this Item, and our affiliates have not offered franchises in any other lines of business.
Agent for Service of Process
Our agents for service of process are disclosed in Exhibit B.
The Business We Offer
We offer for sale a franchise to operate a franchised Studio (each, a “Franchised Business”), which is
operated pursuant to the terms of our franchise agreement attached to this Disclosure Document as Exhibit A
(the “Franchise Agreement”). We expect that a Studio will typically be located in a retail shopping center, and
this franchise offering assumes that the size of a typical Studio will be at least 1,500 square feet in size (a 25 ft.
by 60 ft. rectangle). We may, however, consider alternative sites, on a case-by-case basis. Under the Franchise
Agreement, we will also grant you the right to operate your Franchised Business within a designated
geographical area wherein you will also be able to actively promote the Franchised Business and solicit new
clientele (the “Designated Territory”).
If you own an existing fitness facility and meet our other qualifications, you may convert your existing
business to a Studio. A converted Studio may encounter lower investment requirements than those of a start-
up Studio.
Each Studio will offer Pilates and other exercise programs through live instructional group and individual
classes, including, but not limited to, Pilates Reformer exercises; exercises using a Pilates Ballet Bar, Springboard,
EXO Chair, and other Pilates’ apparatuses; strength training; stretching exercises; a teacher training program;
and any other services that we authorize (collectively, the “Approved Services”). As of the Issue Date, all Studio
classes are scheduled and paid for online via the Internet utilizing, among other things, a designated
Studio/business management software and related services.
The Studios are established and operated under a comprehensive design that includes spacious interior,
a significant number of exercise equipment/apparatuses, specifications, and procedures for operations; quality
customer service; management and financial control; training and assistance; and advertising and promotional
programs (which we call our “System”). The System’s standards, specifications and procedures (collectively, the
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“System Standards”) are described in our confidential operations manual (the “Manual”). The System and the
Manual may be changed, improved and further developed by us.
The Franchise Agreement is signed by us, by you, and by those of your principals whom we designate as
the principal franchisee-operator(s) (the “Designated Operator(s)”) of your Franchised Business. The Designated
Operator(s) (there may be up to two such individuals, but only one address to which we communicate in regards
to the franchise) named has the authority to act for you in all matters relating to the Club Pilates Franchise,
including voting responsibilities.
By signing the Franchise Agreement, you and the Designated Operator(s) agree to be individually bound
by certain obligations in the Franchise Agreement, including covenants concerning confidentiality and non-
competition, and to personally guarantee your performance under the Franchise Agreement. Depending on the
type of business activities, which must be fully disclosed prior to signing this document, in which you or your
Designated Operator(s) may be involved, we may require you or your Designated Operator(s) to sign additional
confidentiality and non-competition agreements.
You (or, if you are an entity, one of your Designated Operators) must complete the “Owner/Operator
Module” of our proprietary initial training program (the “Initial Training Program”) prior to the opening of the
Franchised Business. Your Studio will also need to ensure that there is at least one individual at the Studio that
is capable and authorized of providing the Pilates instruction and other Approved Services at all times they are
being provided (an “Authorized Instructor”). In order to be an Authorized Instructor, an individual must: (i)
demonstrate that he/she previously completed all requirements necessary to meet what we refer to as the
“Instructor Eligibility Criteria” by an industry-recognized third-party institution, including without limitation,
accumulating at least 450 hours of Pilates instruction; and (ii) attend our proprietary “orientation program” (the
“Orientation Program”) – otherwise known as “Bridge Training” -- designed to provide individuals who meet the
Instructor Eligibility Criteria with additional guidelines and information on how to provide the Approved Services
in accordance with our current System Standards.
Please note that our standard franchise offering assumes that any individual you engage to serve as an
initial Authorized Instructor at your Franchised Business will already meet the Instructor Eligibility Criteria at the
time he/she commences involvement with your franchised Studio and prior to attending the required
Orientation Program.
We do offer, and will permit our franchisees to offer, a full “teacher training” course that provides the
kind of instruction typically associated with meeting the Instructor Eligibility Criteria. Our standard franchise
offering assumes that the initial instructor and subsequent instructors at your Studio will already meet the
Instructor Eligibility Criteria and that such individuals will only be required to complete our Orientation Program
before they can commence working at your Franchised Business.
Multi-Unit Offering
We also offer qualified individuals and entities the right to open and operate three or more Franchised
Businesses within a designated geographical area (the “Development Area”) under our current form of
development agreement that is attached to this Disclosure Document as Exhibit J (the “Development
Agreement”), which will also outline a schedule or defined period of time in which you must open and commence
operating each Franchised Business (a “Development Schedule”).
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You will be required to sign our current form of Franchise Agreement for the initial Franchised Business we grant
you the right to open within the Development Area at the same time you sign your Development Agreement.
You will subsequently need to sign our then-current form of franchise agreement for each of the Franchised
Businesses you open under the Development Schedule closer to the time you are required to develop such
Studio locations that may contain different terms from our current form of Franchise Agreement attached to
this Disclosure Document as Exhibit A.
You will be required to pay us a one-time development fee that will be calculated based on the number of
Franchised Businesses we grant you the right to open under the Development Agreement (the “Development
Fee”), but you will not be required to pay any other initial franchise fee at the time you execute your franchise
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 face competition for members from other Pilates
studios, gyms, personal trainers, yoga studios, fitness/exercise centers and studios, health clubs, barre-based
studios, and even other System franchisees.
Applicable Regulations
Some states require that health/fitness facilities have a staff person available during all hours of operation 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 and/or other first aid
equipment on the premises. At a minimum, your Studio will be subject to various federal, state and local laws,
and regulations affecting the business, including laws relating to zoning, access for the disabled, and safety and
fire standards. You may need the local fire marshals or other local, state or federal agency’s permission before
you begin operations. In addition, there may be local licensing and employment regulations, including worker’s
compensation insurance requirements.
You will be solely responsible for ensuring you acquire and maintain any specific licenses, permits, authorizations
or otherwise that may be required to operate your Studio under the applicable laws of where the Studio is
located. Among other things, you will need to endure that all music played by you or your Authorized Instructors
at the Studio is properly licensed for use in connection with the provision of the Approved Service, or if permitted
by us, any other purpose.
You should examine the laws and regulations described above and confirm you will be able to operate your
Studio in compliance with the same before purchasing a franchise.
You should consult with your attorney, and local and state agencies/authorities, before buying a franchise to
determine if there are any specific regulations you must comply with as it relates to offering the Studio products
and services to consumers in your state, and consider the effects on you and the cost of compliance. These
requirements can affect a broad scope of your operations, including location selection, and hiring of personnel,
among other things. It is your sole responsibility to investigate any regulations in your area, including those
related to the establishment and operation of a Studio generally.
We make no representations or assurances as to the specific licenses, permits, authorizations or otherwise that
may be required for operating your Studio, which can vary significantly by venue and change over time. Among
other things, you will need to ensure that all music played by you or your Authorized Instructors at the Studio is
properly licensed for use in connection with the provision of the Approved Services or otherwise.
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It is your responsibility to investigate and ensure that you are in compliance with all local, state, provincial and
federal business, retail sales, zoning, and other regulations and licensing requirements, and any applicable laws
and regulations, and to identify and obtain all authorizations necessary to operate your Studio. Please be advised
that you must investigate and comply with all of these applicable laws and regulations. You alone are responsible
for complying with all applicable laws and regulations, despite any advice or information that we may give you.
We have not researched any of these laws to determine their applicability to your Franchised Business.
ITEM 2 BUSINESS EXPERIENCE
President: Shaun Grove

Mr. Grove has been our President since our inception in March 2015. Mr. Grove was the General Counsel for
UFC Gym Franchise Company from January 2013 to June 2014, in Santa Ana, California. Mr. Grove was the
General Counsel for LA Boxing Franchise Corporation from March 2009 to December 2012, in Santa Ana,
California. Mr. Grove has owned and operated three (3) UFC Gym franchise locations in Southern California since
January 2012.
Manager: Mark Grabowski

Mr. Grabowski was appointed as one (1) of our Managers on May 2, 2017. Mr. Grabowski has also been a Partner
at TPG Growth, located in New York, since September 2016. Prior to joining TPG Growth, Mr. Grabowski served
as Managing Director at Catterton Partners, a middle market consumer-focused private equity firm based in
Greenwich, CT, from January 2007 to August 2016.
Vice President Real Estate: Richard Feinberg

Mr. Feinberg has been our Vice President Real Estate since our inception in March 2015. Mr. Feinberg was the
Director of Real Estate for UFC Gym Franchise Company from January 2013 to March 2015 in Santa Ana,
California. Mr. Feinberg was the Director of Real Estate for LA Boxing Franchise Corporation from November
2006 to December 2012, in Santa Ana, California.
Senior Vice President of Operations: Mike Gray

Mr. Gray was our Vice President of Sales from July 2017 until he was promoted to his current role in October
2018. From December 2014 to June 2017, Mr. Gray worked as the Director of Operations (both domestically and
international) for UFC Gym Franchise Company in Santa Ana, California. From December 2010 to November
2014, Mr. Gray worked as the Director of Fitness for UFC Gym Corp. in Santa Ana, California.
Vice President of Education: Tianna Strateman

Ms. Strateman has been our Vice President of Education since January 2018. From January 2012 to December
2017, Ms. Strateman was the Chief of Operations and Finance at Fitlosophy inc. in Newport Beach, CA.
Vice President of Franchise Development: Jason Losco

Mr. Losco has served as our Vice President of Franchise Development since January 2019, but has served in this
role for Xponential (both located in Irvine, CA) since May 2018. From May 2016 to May 2018, Mr. Losco served
as National Director of Franchise Development for UFC Gym, located in Newport Beach, California, and from
April 2009 to June 2016, he served as Co-Founder of 10 Count Management in New York, New York.
Vice President of Sales: Anthony Badalian

Mr. Badalian was our National Sales Director from January 2020 until he was promoted to his current role in
November 2020. From June 2010 to December 2020, Mr. Badalian worked as the Regional Corporate Sales
Manager for 24 Hour Fitness USA, Inc. in San Ramon, California.
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Chief Marketing Officer: Caitlin Tvrdik
Ms. Tyrdik has been our Chief Marketing Officer since September 2020. She was previously Global Vice President
of Marketing, from April 2019 to September 2020, and Director of Marketing, from January 2018 to April 2019,
at Lift Brands, located in Chanhassen, Minnesota. Prior to that time, Ms. Tvrdik served as Chief Marketing Officer
for Rocket55, located in Minneapolis, Minnesota, from December 2015 to December 2017.
Product Sales Director: Hannah Koyle

Ms. Koyle has been with Club Pilates since May 2017. From May 2017 to November 2018 she held the role of
the Retail Merchandising Coordinator for Club Pilates. In November 2018, Ms. Koyle became the Product Sales
Director for Club Pilates. From June 2012 to April 2017 Ms. Koyle worked at Nordstrom as a Department Manager
overseeing both Men’s and Women’s Departments in Seattle, Washington and Irvine, California.
Director of Construction Support: Fugi Gutierrez

Ms. Gutierrez has served as our Director of Construction Support since October 2020. Previously, she was our
Director of Development from June 2019 to October 2020, and was our development project manager from
October 2017 until June 2019. Prior to October 2017, Ms. Gutierrez worked as a project coordinator/Jr. Engineer
at Material Handling & More in Lakewood, CA, overseeing multiple projects & designing warehouse distribution
centers throughout Southern California for Disneyland Resorts, Universal Studios and Western Costume.
Business Analyst: Michael Munoz
Mr. Munoz has been our Business Analyst since February 2021. From November 2018 to February 2021, Mr.
Munoz worked as an Accountant for Dynacast, located in Lake Forest, California. From January 2018 to
November 2018, Mr. Munoz worked as an Accountant for BDS Marketing LLC. From September 2016 to January
2018, Mr. Munoz worked as a Pension Specialist at Aon Hewitt.
ITEM 3 LITIGATION
No litigation is required to be disclosed in this Item.
ITEM 4 BANKRUPTCY
No bankruptcy information is required to be disclosed in this Item.
ITEM 5 INITIAL FEES
Franchise Agreement
Initial Franchise Fee
You must pay to us a lump sum initial franchise fee of $60,000 (the “Initial Franchise Fee”) to establish
a single Studio under a Franchise Agreement (whether a start-up or conversion). The Initial Franchise Fee is due
upon the signing of the Franchise Agreement. The Initial Franchise Fee shall be fully earned by Franchisor upon
payment and is not refundable, in whole or in part, under any circumstance. Except as disclosed in this Item, we
uniformly impose the Initial Franchise Fee on all parties that are purchasing a single Franchised Business.
8
Furniture and Fixture Package
As part of our standard franchise offering, you must pay us to provide (or arrange for its Approved
Suppliers to provide) you with the following prior to the opening of your Studio: (i) a Studio fixture package
comprised of a desk, displays and display rack, storage cubbies, pedestals and 1 Barre package; (ii) other items
related to the outfitting and design and buildout of your Studio; and (iii) the installation and transportation of
the foregoing items, as well as the other Exercise Equipment Package that we assume and expect you will lease
from a third-party Approved Supplier (collectively, these products and services will be referred to as the
“Furniture and Fixture Package”).
We estimate the total cost of a given Furniture and Fixture Package is between $27,300 and $36,700.
Currently, you must pay us for the Furniture and Fixture Package, but we reserve the right to designate one or
more other approved supplier(s) from which you must purchase these items in the future. You must purchase
the Furniture and Fixture Package prior to opening your Studio and this payment is not refundable under any
circumstances.
Proprietary Initial Inventory Kit
Prior to opening your Studio, you must purchase the following from us: (i) opening inventory that
includes branded apparel, including t-shirts, yoga pants, toe socks and related accessories. The amount paid for
the Proprietary Initial Inventory Kit is non-refundable under any circumstances; and (ii) a pre-sale start-up
package that typically includes (a) marketing and promotional items such as a branded EZ Up tent, feather flags
and a portable reformer to be utilized in conjunction with your pre-opening support program described below,
and (b) branded apparel that is specific to the location of your Studio (collectively, the “Proprietary Initial
Inventory Kit”).
The cost of the Proprietary Initial Inventory Kit is $12,000, which we may require you pay to us
immediately upon execution of your Franchise Agreement. The amount paid is non-refundable under any
circumstances and is deemed fully earned upon payment. We expect to impose this charge for the kit uniformly.
You are required to use certain of these items in coordination with the pre-opening sales plan we
approve or designate for your Studio as part of the opening support program that our approved supplier provides
in connection with your Studio, as we determine appropriate in our discretion (the “Opening Support Program”).
Orientation Program Fee(s) in Connection with Initial Instructor Personnel
You must ensure that your initial staff of Authorized Instructors attends and completes the appropriate
Orientation Program training before, which will take place at one of our corporate training facilities, which
currently has a program tuition fee amounting to $200 per instructor (the “Orientation Program Fee”). As such,
we estimate that you will us between $200 and $1,600, depending on how many Instructors you determine to
send to receive this Orientation Program, prior to the opening of your franchised Studio.
Note Regarding Exercise Equipment Package Leased from Third-Party Lessor
Our standard franchise offering assumes and expects that you will lease the Exercise Equipment Package
from our approved supplier for such leasing services, in which case: (i) you will pay that lessor directly for the
right to lease and possess that package of Pilates and other exercise equipment necessary to operate the Studio
(as described more fully in Item 7 of this Disclosure Document); and (ii) no disclosure is required in this Item.
9
If, however, you determine to outright purchase the Exercise Equipment Package, we may require that
you purchase that package from us or our affiliate (with the approximate cost being between $78,881 and
$86,881 that would be due prior to opening and non-refundable upon payment). Rather than purchase this
package outright, our standard offering assumes and expects that you will lease the equipment comprising this
package to increase or facilitate cash flow during early operations.
Development Agreement
If we award you the right to develop three (3) or more Franchised Businesses within a given
Development Area, you must pay us a one-time Development Fee upon execution of your Development
Agreement. Your Development Fee will depend on the number of Franchised Businesses we grant you the right
to open within the Development Area, and is calculated as follows: (i) $45,000 per Franchised Business if you
agree to open and operate between three and five Franchised Businesses; (ii) $40,000 per Franchised Business
if you agree to open and operate between six and nine Franchised Businesses; and (iii) $35,000 per Franchised
Business if you agree to open and operate 10 or 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 under your Development Agreement, but you will not be required to pay an Initial
Franchise Fee at the time you execute each of these franchise agreements. If you enter into a Development
Agreement, you must execute our current form of Franchise Agreement for the first Studio we grant you the
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. The Development Fee described above is calculated and applied uniformly to all of our
franchisees.
ITEM 6 OTHER FEES
Type of Fee Amount Due Date Remarks
Royalty 7% of Gross Sales generated by Payable weekly via You will be required to start paying your
your Franchised Business over the electronic funds Royalty once your Franchised Business
relevant reporting period1 transfer (“EFT”) begins collecting revenue from operations.
based on the Gross We reserve the right to collect your Royalty
Sales of your on a different interval (for example,
Franchised monthly).
Business during
the preceding
business week
Contributions to Currently, 2% of Gross Sales1 Payable weekly at Your Fund Contributions will begin when the
Brand Development the same time and Studio begins collecting revenue from
Fund2 in the same operations.
manner as the
Royalty
Local Advertising You must expend a minimum of As arranged or This is the minimum amount you must
Requirement $1,500 per month (the “Local incurred expend on the local advertising and
Advertising Requirement”) on promotion of your Studio within the
10
the local advertising and Designated Territory awarded under your

promotion of your franchised Franchise Agreement. We encourage you to
Studio expend additional amounts on promoting
and advertising your Franchised Business as
you and your business advisors determine
appropriate.
We must approve all advertising consistent

with your Franchise Agreement and we may
require that any portion of your Local
Advertising Requirement be expended on
materials that you must acquire from a
supplier we designate or otherwise approve
prior to use.
Orientation Then-current program fee As incurred You must have at least one (1) individual
Program who meets the Instructor Eligibility
Currently, $200 per Instructor Criteria (which may be you or your
Designated Operator) and complete our
Orientation Program, also known as
Bridge Training, (which is for your
instructors, whom we assume already
meet the Instructor Eligibility Criteria, as
part of our standard franchise offering).
You will be responsible for the costs and
expenses associated with completing the
Orientation Program (e.g., employee
payroll expenses and Orientation
Program Fee).
Please see Item 11 for additional

information.
Teacher Training $2,000 per person. Prior to training. This fee is only payable to us in connection
Program Fee with each individual that does not meet the
Instructor Eligibility Criteria, but wishes to
obtain instruction necessary to meet the
Instructor Eligibility Criteria.
If an individual wishes to attend the Teacher

Training Program at your Studio, then they
will pay a single fee to our approved third-
party provider of $4,750, with (a) $2,000
going to franchisor for certain materials that
we provide in connection with this training
(including the “Webinar Training” described
in Item 11 of this FDD), and (b) the balance
of $2,750 going to your Franchised Business
11
(or the appropriate Studio that will be

providing the in-person instruction).
In order to provide the Teacher Training

Program at your Studio, such training will
need to be provided by an instructor that (a)
meets the Instructor Eligibility Criteria and
has completed our Orientation Program, and
(b) is otherwise approved by us as a “Master
Instructor”. Please note that our then-
current criteria and conditions for an
individual who meets the Instructor
Eligibility Criteria and has completed the
Orientation Program to also become a
Master Instructor will be set forth in our
Operations Manual.
If you are not able to provide the Teacher

Training Program, then we will advise you of
the Studio closest to your Franchised
Business that can provide such instruction to
interested clientele. Please note that certain
states may have additional licensing related
to education in order to conduct training at
a franchised Studio if located in that state. If
you are located in such a state, you will need
to obtain such required license(s) after your
initial period of operations if you wish to
provide Teacher Training Program as an
Approved Service at your Studio.
Ongoing/Refresher Then-current training fee, which is Prior to training. This fee is paid in connection with additional
Training currently $500/day per trainer. training/instruction that we may provide on
an ongoing basis in connection with the
overall operation and development of your
Studio.
We will only charge this fee in connection

with training that (a) you request we
provide, or (b) we are required to provide
on-site at your Franchised Business. We will
not charge this fee in connection with
training that we require you to attend at our
corporate headquarters or other training
facility we designate.
We will not charge any training fee in

12
connection with minor, day-to-day

assistance that we provide remotely over
the phone or via email, subject to our
availability. In addition to our then-current
training fee, you will always be responsible
for the costs and expenses that are incurred
in connection with you and your personnel
attending training.
Renewal Fee $10,000 At time of renewal. You must renovate and reimage the Studio
at your expense at the time of Renewal to
conform to our then-current standards and
image.
Transfer Fee Franchise Agreement: $10,000 Upon your request Instead of the standard transfer fee, we will
for our application only charge an administrative fee
(Franchise Development Agreement: for our approval of amounting to: (i) $500 if you are an
Agreement and $10,000 any proposed individual franchisee and assigning your
Development transfer franchise and/or development agreements
Agreement) rights to an entity that you fully own; or (ii)
$1,500 if the assignment is from an existing
System franchisee to another immediate
family member.
Payment of the transfer fee is one (1) of the

conditions you must satisfy in order to
assign an interest in your Franchise
Agreement, Franchised business and/or you
(if you are a business entity). There are other
various other terms and conditions upon
which we may condition or approval or
consent to any such transfer.
Technology Fee Our then-current technology fee Payable monthly at We charge you an on-going Technology Fee
for the technology services we the same time and to help cover the costs and expenses
provide as part of the System (the in the same associated with developing, implementing,
“Technology Fee”) manner as the licensing or otherwise using and integrating
Royalty. the technology we determine appropriate to
Currently, $150/month provide as part of the System or otherwise in
connection with your Franchised Business
and/or Studio network.
Relocation Fee $5,000 Upon submission You will not be permitted to relocate your
of a proposal to Studio without our prior written approval,
relocate which may be withheld in our discretion.
We reserve the right to assess a relocation

fee of $5,000 at the time you submit the
proposed location for your relocated
13
Studio. Generally, we do not approve

requests to relocate your Studio after a site
selection has been made and you have
opened for business unless (a) it is due to
extreme or unusual events beyond your
control, and (b) you are not in default of
your Franchise Agreement.
If we approve your relocation request, we

retain the right to approve your new site
location in the same manner and under the
same terms that are applied to your first
site selection
Music Licensing Actual cost of licensing and royalty Upon demand You must make payments to performing
payments rights organizations for licenses from
songwriters and composers as well as pay
royalties due to record labels.
Insurance Policies3 Amount of unpaid premium. As agreed. Payable only if you fail to maintain required
insurance coverage and we elect to obtain
Our estimate for 3 mos. of the coverage for you.
minimum required insurance is
$900 - $2,500
Audit Fees4 Costs incurred by us in connection Within 15 calendar Payable only if (a) audit or review shows an
with conducting audit days after receipt understatement of Gross Revenue for the
of audit report. audited period of 2% or more, or (b) the
Currently, we estimate that such audit or review is being conducted in
costs will typically be between response to your failure to timely submit any
$500 - $2,500 (plus costs of any reports required by your Franchise
travel) Agreement.
Late Fees The greater of (a) the highest Upon demand. Applies to all amounts not paid when due,
applicable legal rate for open until paid in full. We may also require you to
account business credit, or (b) pay an administrative fee of $50 for each late
1.5% per month. payment or late report.
Penalty Fee Then-current fee charged by us Upon demand. Payable only in the event you fail to comply
with your material obligations under your
Currently, $100 for each day of Franchise Agreement by (a) permitting any
non-compliance. instructor at your Studio to provide Pilates
instruction or other Approved Services
before they complete the Orientation
Program, or (b) offering or selling any
unauthorized products or services at your
Studio. The Penalty Fee will be incurred
during each day of non-compliance.
14
Cost of Enforcement All costs including attorneys’ fees Upon settlement You will reimburse us for all costs in
or Defense or conclusion of enforcing our obligations concerning the
claim or action. Franchise Agreement if we prevail.
Indemnification All costs including attorneys’ fees Upon settlement You will defend suits at your own cost and
or conclusion of hold us harmless against suits involving
claim or action. damages resulting from your operation of
the Studio.
Alternative Supplier $1,500 per day for personnel At time of request. Additionally, you must reimbursement us for
Approval5 engaged in evaluating a supplier. any travel, accommodations, and meal
expenses.
Studio Management Then-current fee charged by our Payable every 4 Please see Items 8 and 11 of this
Software Fee6 Approved Supplier for such Studio weeks, as agreed. Disclosure Document for additional
management software information on Approved Suppliers and
this fee.
Currently, approximately
$269/month
Regional As the Cooperative determines As the Cooperative We may establish regional cooperatives
Cooperative determines comprised of Studios that are within a given
geographical area (each, a “Cooperative”). If
a Cooperative is established where your
Studio is located, you will be required to
participate in that Cooperative and
contribute to that Cooperative in the
amounts the Cooperative determines.
Liquidated Damages $10,000 As incurred. If you in any way compromise the secure
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.
All fees are imposed by and are payable to us, unless otherwise noted. No other fees or payments are
to be paid to us, and we do not currently impose and 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 refundable
based on your individual arrangements.
Notes to Chart for Franchise Agreement:

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
15
complete definition.) Please note that we exclude revenue generated from the provision of the Teacher Training
Program at your Studio from the definition of Gross Sales because you are required to pay us a flat fee of $2,000
for each individual that received the required training (as described more fully in the Chart above). You must
participate in our then-current electronic funds transfer and reporting program(s). (See Exhibit 2 and Exhibit 3
of the Franchise Agreement.) 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. Please note that
certain franchisees that signed franchise agreements prior to the Issue Date of this Document are required to
pay a royalty amounting to six percent (6%) of Gross Sales.
2
Brand Development Fund. We have established a brand development fund (the “Fund”) and you will
be required to make a weekly contribution towards such fund (“Fund Contribution”) beginning the date your
Studio begins collecting revenue from business operations. The Fund may be used for (among other things)
product 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 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
several factors, including the size of your Studio, and whether you offer classes. See Item 8 of this Disclosure
Document for our minimum insurance requirements.
4
Audit Fees. You will be required to reimburse us for the cost of the audit in the event that (a) an audit
discloses an understatement of Gross Sales for the audited period of two percent (2%) or more, or (b) the audit
or review is being conducted in response to your failure to timely submit any reports required by your Franchise
Agreement. You will also 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.
ITEM 7 ESTIMATED INITIAL INVESTMENT
YOUR ESTIMATED INITIAL INVESTMENT

A. Franchise Agreement
TYPE OF EXPENDITURE 1 LOW HIGH METHOD OF WHEN DUE TO WHOM

PAYMENT PAYMENT IS TO BE
MADE
Initial Franchise Fee2 $60,000 $60,000 Lump sum, in At signing of Us
cash, certified Franchise
check or bank Agreement
wire
16
TYPE OF EXPENDITURE 1 LOW HIGH METHOD OF WHEN DUE TO WHOM
MADE
Initial Training Program $0 $0 N/A N/A N/A
(Fees)3
Travel and Living Expenses $500 $3,000 As arranged As incurred Transportation

While Training 3 Carriers, Hotel
Facilities, Etc.
Real Estate/Lease4 $7,000 $35,000 As arranged As incurred Landlord
Leasehold Improvements5 $21,000 $128,000 As arranged As incurred Approved Suppliers,
Architects and
Contractors
Signage 6 $10,000 $18,000 As arranged As incurred Approved Suppliers
Insurance7 $900 $2,500 As Arranged Before Insurance Carrier
Opening
Payments in Connection with $7,600 $7,600 As required Before Approved Lessor
Pilates and Other Exercise Opening (Third-Party)
Equipment 8
Retail Inventory Package for $12,000 $12,000 Lump Sum Before Us
Presale and Soft Opening9 Opening
Professional Fees10 $4,500 $4,500 As arranged As incurred Utility Suppliers
Furniture, Fixtures and $17,500 $19,500 As arranged As incurred Us
Related Supplies11
Computer System and $2,500 $3,500 As arranged As arranged Approved Suppliers
Related Components12 and Vendors
Initial Marketing Spend $15,000 $15,000 As arranged As arranged Approved Suppliers
(including amounts on and Vendors
Opening Support Program)13
Shipping14 $4,300 $9,200 As arranged Before Us
Opening
Installation $5,500 $8,000 As arranged Before Us
Opening
Orientation Program Fee15 $200 $1,600 As Arranged As Incurred Us
Tech Fee(s) –3 Months and 1 $600 $600 As agreed (EFT) As agreed Us

Month Prior to Opening16
Additional Funds – $10,000 $40,000 As arranged As incurred Employees,

3 months17 Vendors, Utilities
TOTAL ESTIMATED INITIAL
INVESTMENT 18 $179,100 $368,000
17
Notes to Table A:
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 (3) months of operation only. Leasing and financing
is available for many of the above expenses. We do not offer direct or indirect financing, but we may assist you
in obtaining working capital through other sources. See Items 5 and 6, and other parts of this Disclosure
Document, for more information regarding Initial Franchise Fees and other costs.
1
General. The initial investment table shows certain expenditures required to establish and operate a
Studio. Note that these amounts may vary widely, and the amounts you have to spend or invest may be higher
or lower than the estimated amounts, depending on location, size of the Studio, marketing conditions and other
factors. We strongly recommend that you verify actual costs in your area, and for your intended location, and
prepare a business plan and have it reviewed by your own independent adviser, like an accountant, before
making any commitments to us or anyone else. Due to legal restrictions, we will not prepare, review or comment
on any business plan for a prospective Franchisee. This Item 7 assumes and expects that you will (a) lease the
Exercise Equipment Package, and (b) timely perform all pre-opening obligations and open and commence
operations of your Studio within the time periods prescribed in your Franchise Agreement.
2
Initial Franchise Fee. The Initial Franchise Fee is non-refundable. The Initial Franchise Fee for a single
Studio is $60,000. We do not provide financing for the Initial Franchise Fee.
3
Travel and Living Expenses While Training. As previously disclosed in Items 1 and 6 of this Disclosure
Document, you (or, if you are an entity, your Designated Operator) must attend our proprietary Initial Training
Program. We will not charge any tuition or training fee in connection with your attendance Initial Training
Program, provided all individuals attend at the same time. The estimate in the Chart above assumes that you (or
your Designated Operator) will attend the Initial Training Program, and you will be responsible for the costs and
expenses associated with attending our Initial Training Program (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, if any are needed.
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 1,500 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 of the real estate
taxes and insurance, and your pro rata share of HVAC and trash removal. The actual amount you pay under the
lease will vary depending on the size of the Studio, the types of charges that are allocated to tenants under the
lease, your ability to negotiate with landlords, and the prevailing rental rates in the geographic area. You may
also be required to pay a security deposit equal to a month’s rent. The estimate covers the first three (3) months
of operation, and one (1) month’s rent as a security deposit. Since rental, improvement and other real-estate-
related costs can vary significantly by area, it’s your responsibility to (1) independently research all applicable
laws and regulations, and real estate market conditions and costs, where you plan to locate and operate your
facility, and (2) obtain appropriate advice from your own accountant, attorney and real estate professional,
before signing any binding documents or making any investments or other commitments, whether to us or
anyone else.
5
Leasehold Improvements. The cost of leasehold improvements will vary depending on: (i) the size and
configuration of the premises; (ii) pre-construction costs (e.g., demolition of existing walls and removal of
existing improvements and fixtures); and (iii) cost or materials and labor which may vary based on geography
18
and location. You must adapt our prototypical plans and specifications for the construction and finish-out of the
Studio, including approved flooring, mirrors and paint. These amounts may vary substantially based on local
conditions, including the availability and prices of labor and materials. These amounts may also vary depending
on whether certain of these 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 by the landlord. The
low-end of the range reflects modest improvements to a smaller location, and the high end reflects significant
physical improvements to a larger Studio. This estimate also includes amounts you may expend in connection
with architect services and utility deposits.
The range of costs also covers the expense to acquire the required local business licenses and permits.
We make no representations or assurances as to what (if any) licenses, permits, authorizations or otherwise may
be required in connection with your Studio. Our estimated costs include building permits, fire inspection, sales
tax permit, retail sales permits and certain music licenses, which could increase depending on the selection of
music played in the Studio. You should investigate applicable requirements in your area and the related costs,
including receiving advice from regulatory agencies and your own lawyer, before making any commitments,
whether to us or anyone else.
6
Signage. You will need to purchase appropriate signage for your Studio that we approve. 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 restrictions it places on interior and exterior signage that may affect
your costs.
7
Insurance. This estimate is for three (3) months of your minimum required insurance, using our
required or approved third-party vendor. The actual cost may be more than shown here. You will need to check
with our insurance carrier for actual premium quotes and costs, and for the actual amount of deposit. Insurance
costs can vary widely, based on the area in which your business is located, your experience with the insurance
carrier, the loss experience of the carrier, the amount of deductibles 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.
8
Lease-Related Payments in Connection with Pilates and Other Leased Exercise Equipment. Our
standard franchise offering assumes and expects that a new System franchisee will lease the required Pilates
and other exercise equipment necessary to open and initially commence operations. As such, the range above
is designated to capture and account for (a) the typical deposit, and (b) lease (or comparable installment)
payments you make to a third-party provider we approve (we have pre-approved several as of the Issue Date)
for to lease this equipment. The initial required amount of Pilates and other exercise equipment for a standard
Studio is typically comprised of a package that is comparable to the following: 13 Pilates Reformers, a Pilates
Ballet Bar Kit, 13 Spring Boards, 13 EXO Chairs, 13 TRX units and smaller pieces of related exercise equipment
(e.g., balls, mats, etc.) – but we may raise or lower this requirement depending on the size of your Studio.
If you determine not to follow our System-recommended practice of leasing this equipment associated
with our standard franchise offering described above, the estimated cost to purchase this equipment outright
will be substantially more (approximately $78,881 to $86,881) and will be paid to us or our designated supplier
of such equipment.
9
Retail Inventory Package for Presale and Soft Opening. This estimate is the cost associated with
acquiring the following proprietary and required items: (i) a pre-sale start-up package, which is approximately
$7,500 and is comprised of (a) your pre-opening sales marketing plan that designed to generate clientele
memberships and other sales prior to the opening of your Studio as we or our affiliates approve or designate via
19
the Opening Support Program, and (b) other pre-opening and initial launch promotional items; and (ii) opening
stock of retail inventory, which is approximately $4,500 and includes items such as branded apparel, including
t-shirts, yoga pants and related accessories. The entire Package must be purchased and used at one time. In the
event any part of the Package is comprised of a gift card, that gift card must be redeemed for required or other
Approved Products by you prior to your opening.
10
Professional Fees - Legal. This estimate is designed to cover the legal and other professional fees
associated with securing an approved premises, including appropriate lease negotiations based on estimates we
have received from a panel of legal professionals that have experience working with our System franchisees (and
those of our affiliate franchisors) in connection with such negotiations and associated pre-opening legal work.
We do not require that you use one of the approved providers on this panel, but we recommend you do so and
provide this information as part of the System as a resource.
11
Furniture and Fixture Package. This is a range of expenses that will be incurred when decorating and
furnishing the Studio. Both the low-end and the high-end numbers represent a straight, outright purchase of the
furniture, fixtures and related items comprising this package (rather than leasing or making installment
payments on these items).
12
Computer System and Related Equipment. You must acquire a personal computer and a Point of Sale
system (“POS”) for use in the operation of the Studio. Your computer system must be equipped with a high
speed connection to the Internet and must include a local area network with a dedicated server. We will make
available to you a certain business management software program specific for the Studio to be loaded on to
your system. You will pay the third-party vendor directly for all fees associated with the use of the software.
You can expect initial cash outlays to be lower if the items can be leased rather than purchased. These costs are
paid to suppliers, when incurred, before beginning business and are usually not refundable. Please see Item 11
of this Disclosure Document for more information on the Computer System. In addition, this estimate includes
certain related equipment (e.g. tablets, etc.), as well as the costs associated with at least one (1) surveillance
camera to be installed for use at the Studio. You may be required to purchase the camera(s) and related
accessories from an Approved Supplier (see Item 8 of this Disclosure Document). The camera(s) must be web
accessible. You will use the camera to monitor instructor/teacher performance, quality assurance and safety.
We have an absolute right to also review and monitor the camera(s) for 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 of privacy from your use of any surveillance camera.
13
Initial Marketing Spend. You are required to expend this “Initial Marketing Spend” in coordination
with the pre-opening sales plan we approve or designate for your Studio as part of the opening support program
that our approved supplier provides in connection with your Studio, as we determine appropriate in our
discretion (the “Opening Support Program”). Typically, we expect your Opening Support Program to commence
prior to the “soft opening” of your franchised Studio through your actual opening of the Studio. These funds
must be expended on your Opening Support Program and any other pre-opening marketing and/or advertising
activities we designate. We may require that you expend any portion of these funds on services or product
supplied by one or more of our Approved Suppliers. We will have the right to modify its Opening Support
Program as we determine appropriate in our sole discretion. You must provide us with supporting
documentation evidencing these expenditures upon our request. This estimate is in addition to your required
contributions to the Fund.
14
Shipping. We arrange for the shipping of all of your equipment and furniture/fixtures. These amounts
will vary based upon the geographic location of your Studio.
20
15
Orientation Program Fee. Our Orientation Program or “Bridge Training” is an instructor onboarding
training. It is for all instructors you and other System franchisees engage to work at a franchised Studio location.
Bridge Training is not a Pilates certification nor is it meant to fill in gaps for non-comprehensive instructors.
Remember, our franchise offering assumes that any prospective Authorized Instructor you wish to involve in
your Studio operations will already meet the Instructor Eligibility Criteria prior to any involvement with your
Studio. The instructor will complete onboard training videos, online training, and a training manual prepared
specifically for Bridge Training. They will be required to complete a video test out that will be reviewed by us for
specific feedback about the instructor to complete the training.
16
Technology Fee(s). This estimate designed to cover our current Technology Fee obligations prior to
opening and over the first three (3) months of operation, for a total of four (4) months of payments. Please see
Items 5, 6 and 11 for additional information on this fee that, as of the Issue Date, amounts to $150/month.
17
Additional Funds. This is an estimate of certain funds needed to cover your business (not personal)
expenses during the first three months of operation of the Studio. These expenses include initial personnel
wages, management compensation (but not any draw or salary for you), ongoing purchases of equipment and
supplies, continuing improvement of the Studio’s physical features, utilities, repairs and maintenance, as well as
payments due to use under your Franchise Agreement. Your cost will depend upon your management skill,
experience and business acumen; local economic conditions; the prevailing wage rate; competition; and sales of
the Studio during the period. This estimate is based on the experience of us and our affiliates in owning and
operating Club Pilates Studios for more than 10 years, as well as the experience of our (a) franchisees, and (b)
affiliate franchisors’ experience with their respective brands. This estimate does not guarantee that you will
reach, and we’re unable to reliably estimate when (if ever) you might reach, “break-even” or any other financial
position. You will need capital to support on-going costs of your business, such as taxes, loan payments and
other expenses, to the extent that revenues do not cover business costs. New businesses (franchised or not)
often have larger expenses than revenues. This amount is only an estimate. We cannot guarantee that the
amounts specified will be adequate and you may need additional funds to open and operate. We do not furnish,
or authorize anyone else, to furnish estimates as to the capital or other reserve funds necessary to reach "break-
even" or any other financial position, or when or if you may be profitable, nor should you rely on any such
estimates. In addition, the estimates presented relate only to costs associated with the franchised business and
do not cover any personal, "living," unrelated business or other expenses you may have. The availability and
terms of financing to you will depend upon factors such as the availability of financing in general, your credit-
worthiness, the collateral security that you may have, and policies of lending institutions concerning the type of
business you operate. This estimate does not include any finance charge, interest, or debt service obligation.
18
Total Estimated Initial Investment. All of the above figures are estimates of certain initial start-up
expenses. As noted above, it is not all-inclusive, and we cannot guarantee you will not have additional expenses
in starting or operating the Studio. 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 such factors as: how closely you follow the
System; your management and marketing skills, experience and general business ability; and local and general
economic conditions, including disposable income. You should review these figures carefully with a business
advisor (such as an accountant) before making any commitments. In preparing the figures in this chart, we relied
on the experience of: (i) us and our affiliates in owning and operating Studios utilizing the Proprietary Marks and
System over the past ten (10) years (prior to selling those units to System franchisees); (ii) our franchisees that
have developed Studios, with a particular focus on those franchisees that have opened using certain new
components and standards that were integrated into the System when our Parent acquired us; and (iii) our
affiliate franchisors’ experience with their respective brands.
21
B. Development Agreement (3-Pack as an Example)
TYPE OF EXPENDITURE 1 AMOUNT METHOD OF WHEN DUE TO WHOM

MADE
Development Fee2 $135,000 Lump sum, in At signing of Us
cash, certified the
check or bank Development
wire Agreement.
Initial Investment to Open $119,100 to $308,000 See Chart A of this Item 7.
Initial Franchised Business3
TOTAL ESTIMATED INITIAL $254,100 to $443,000 This is the total estimated initial investment to enter
INVESTMENT 16 into a Development Agreement for the right to
develop three (3) total franchise Studios, as well as the
costs to open and commence operating your initial
Franchised Business for the first three months (as
described more fully in Chart A of this Item 7). See
Note 3.
Notes to Table B:
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.
2
Development Fee. The Development Fee is non-refundable. The Development Fee is described in
greater detail in Item 5 of this Disclosure Document, and this Development Fee is for the right to open and
operate a total of three Franchised Businesses (provided you comply with your development obligations under
the Development Agreement). If you choose to open more than three Franchised Businesses, your Development
Fee will be calculated as follows: (i) $45,000 per Franchised Business if you are awarded the right to develop
between three and five Franchised Business; (ii) $40,000 per Studio if you are awarded the right to develop
between six and nine Franchised Businesses; and (iii) $35,000 per Franchised Business if you are awarded the
right to develop 10 or more Franchised Businesses.
3
Initial Investment for Initial Franchised Studio. This figure represents the total estimated initial
investment required to open and commence operating the first Franchised Business you agreed to develop
under your Development Agreement. You will be required to enter into our then-current form of franchise
agreement for the initial Franchised Business you developer under your Development Agreement, most likely
once you have found a Premises for the business that we approve. The range includes all the items outlined in
Chart 7.A. of this Item, except for the $60,000 Initial Franchise Fee (because you are not required to pay an Initial
Franchise Fee for those Franchised Businesses you develop under the Development Agreement). It does not
include any of the costs you will incur in opening the additional Franchised Business(es) that you are awarded
the right to develop under your Development Agreement.
22
ITEM 8 RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES
You must operate all aspects of your Franchised Business in strict conformance with the methods,
standards and specifications of our System. Our methods, standards, and specifications will be communicated
to you in writing through our confidential Manuals and other proprietary guidelines and writings that we prepare
for your use in connection with the Franchised 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 for costs associated with complying with 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 with the Approved Services (the “Approved
Products”) at your Franchised Business in a manner that meets our System standards and specifications. We will
provide you with a list of our then-current Approved Products and Services, along with their standards and
specifications, as part of the Manuals or otherwise in writing prior to the opening of your Franchised Business.
We may update or modify this list in writing at any time.
If you wish to offer any product or service in your Franchised Business other than our Approved Products
and Services, or use any item in connection with your Franchised Business that does not meet our System
standards and specifications, then you must obtain our prior written approval as described more fully in this
Item.
Approved Suppliers
We have the right to require you to purchase any items or services necessary to operate your Franchised
Business from a supplier that we approve or designate (each, an “Approved Supplier”), which may include us or
our affiliate(s). We will provide you with a list of our Approved Suppliers in writing as part of the Manuals or
otherwise in writing, and we may update or modify this list as we deem appropriate.
Currently, we have Approved Suppliers for the following items that you must purchase in connection
with the establishment and/or operation of your Franchised Business: (i) Proprietary Initial Inventory Kit; (ii) Pre-
Sale Startup Package; (ii) the Furniture and Fixture Package; (iv) the Exercise Equipment Package and certain
other equipment/supplies; (v) interior graphics and exterior signage; (vi) insurance coverage; (vii) shipping and
installation services; (viii) training materials, including the “Webinar Training” associated with the Teacher
Training Program; (ix) certain music licenses you may need in order to play certain music in connection with your
Studio operations (subject to prior disclosure regarding your sole obligation to investigate and comply with all
music licensing requirements); and (x) proprietary point-of-sale system (the “POS System”) and then-current
software we require you to use in connection with that POS System and your Studio, including, without
limitation, any software and technology we determine to provide to you as part of our System in connection
with your then-current Technology Fee.
We also have a panel of available legal professionals that our and/or our affiliate franchisors’ respective
franchisees have used in the past in connection with their lease review and related legal work associated with
securing the site you propose, and we strongly recommend that you review and contact one (1) or more of these
professionals to discuss potentially engaging them to perform such work. Regardless of whether or not your use
one of these legal professionals, you will be solely responsible for negotiating your lease terms and otherwise
securing a location that meets our then-current System criteria and/or standards that have been reduced to
writing.
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We may develop proprietary products for use in your Franchised Business, including private-label
products that bear our Marks, and require you to purchase these items from us or our affiliate(s).
If you wish to purchase a product or service that we require you to purchase from an Approved Supplier
from an alternate source, then you must obtain our prior written approval as outlined more fully in this Item.
We may provide our standards and specifications for our Approved Products and Services directly to our
Approved Suppliers, and may provide these standards and specifications to an alternative supplier you propose
if: (i) we approve the supplier in writing as outlined more fully in this Item; and (ii) the alternative supplier agrees
to sign our prescribed form of non-disclosure agreement with respect to any confidential information we
disclose.
As of the date of this Disclosure Document: (i) other than the Pre-Sale Start-Up Package, Proprietary
Initial Inventory Kit, Furniture and Fixture Package (including related services) and Teacher Training materials,
neither we nor any of our affiliates are an Approved Supplier for any items you are required to purchase in
connection with your Franchised Business as part of our standard franchise offering; and (ii) none of our officers
own an interest in any of our Approved Suppliers other than us. If you determine to outright purchase your
Exercise Equipment Package rather than lease that equipment from one of our Approved Suppliers for such
leasing services, we may designate ourselves or our affiliate as the Approved Supplier for that package.
We reserve the right to designate us or any of our affiliates as an Approved Supplier with respect to any
other item you must purchase in connection with your Franchised Business in the future.
Required Purchases and Right to Derive Revenue
The products or services we require you to purchase or lease from an Approved Supplier, or purchase
or lease in accordance with our standards and specifications, are referred to collectively as your “Required
Purchases.” We estimate that your required purchases, purchases from Approved Suppliers and purchases that
must meet our specifications in total will be about 70% to 95% of your total purchases to establish the Studio
and about 10% to 20% of your purchases to continue the operation of the Studio. Please be advised that these
percentages do not include the lease payments that you make in connection with your Premises (as defined in
Item 11).
We reserve the right to derive revenue from any of the purchases (items or services) that our System
franchisees are required to make in connection with the Franchised Business. In our past fiscal year ending
December 31, 2020, we derived $16,697,007 on account of our System franchisees’ required purchases, or 47%
of the total revenue we generated over our past fiscal year amounting to $35,638,589.
Non-Approved Product/Service and Alternate Supplier Approval
We may, but are not obligated to, grant your request to: (i) offer any products or services in connection
with your Franchised 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.
If you wish to undertake either of these actions, you must request and obtain our approval in writing
before: (i) using or offering the non-approved product or service in connection with your Franchised Business;
or (ii) purchasing from a non-approved supplier. You must pay our then-current supplier or non-approved
product evaluation fee when submitting your request, as well as cover our costs incurred in evaluating your
request. We 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 specifications and quality standards. In evaluating a supplier
24
that you propose to us, we consider not only the quality of the particular product at issue, but also the supplier’s
production and delivery capability, overall business reputation and financial condition. We may provide any
alternate supplier you propose with a copy of our then-current specifications for any product(s) you wish the
supplier to supply, provided the supplier enters into a confidentiality and non-disclosure agreement in the form
we specify. We may also inspect a proposed supplier’s facilities and test its products and/or services, and request
that you reimburse our actual costs associated with the testing/inspection.
We will notify you in writing within 30 days after we receive all necessary information and/or complete
our inspection or testing to advise you if we approve or disapprove the proposed item and/or supplier. The
criteria we use in approving or rejecting new suppliers is proprietary, but we may (although are not required to)
make it available to you upon request. Each supplier that we approve must comply with our usual and customary
requirements regarding insurance, indemnification and non-disclosure. If we approve any supplier, we will not
guarantee your performance of any supply contract with that supplier under any circumstances. We may re-
inspect and/or revoke our approval of a supplier or item at any time and for any reason to protect the best
interests and goodwill of our System and Marks. The revocation of a previously approved product or alternative
supplier is effective immediately when you receive written notice from us of revocation and, following receipt
of our notice, you may not place any new orders for the revoked product, or with the revoked supplier.
Purchasing Cooperatives and Right to Receive Compensation
We may, when appropriate, negotiate purchase arrangements, including price terms, with designated
and Approved Suppliers on behalf of the System. We may establish strategic alliances or preferred vendor
programs with suppliers that are willing to supply some products, equipment, or services to some or all of the
Studios in our System. If we do establish those types of alliances or programs, we may: (i) limit the number of
approved suppliers with whom you may deal; (ii) designate sources that you must use for some or all products,
equipment and services; and (iii) refuse to approve proposals from franchisees to add new suppliers if we believe
that approval would not be in the best interests of the System.
We and/or our affiliate(s) may receive payments or other compensation from Approved Suppliers or any
other suppliers on account of these suppliers’ dealings with us, you, or other Franchised Businesses in the
System, such as rebates, commissions or other forms of compensation. We may use any amounts that we receive
from suppliers for any purpose that we deem appropriate. We and/or our affiliates may negotiate supply
contracts with our suppliers under which we are able to purchase products, equipment, supplies, services and
other items at a price that will benefit us and our franchisees.
We reserve the right to create additional purchasing cooperatives in the future. We may negotiate
volume purchase agreements with some vendors or Approved Suppliers for the purchase of goods and
equipment needed to operate the Studio.
Franchisee Compliance
When determining whether to grant new or additional franchises, we consider many factors, including
your compliance with the requirements described in this Item 8. You do not receive any further benefit as a
result of your compliance with these requirements.
Insurance
As a franchise owner, you are required to obtain and maintain, at your sole expense, the required insurance
coverages as prescribed in your Franchise Agreement and/or our Manuals. We may amend, modify, supplement
25
or otherwise change the coverages or policies required below upon thirty (30) days’ written notice to you (or
such a shorter period of time that we determine appropriate if a health/safety or infringement-related issue) via
the Manuals or otherwise. While the specifications and standards for such coverages may vary depending on
the size of your Studio and/ or other factors, such as what is customary for businesses of your type in your area,
as of the Issue Date, we typically require the following in connection with a franchised Studio opened in a
traditional site:
1. Commercial General Liability insurance covering your day-to-day business operations and premises
liability exposures with limits not less than the following:
a. Each Occurrence: $1,000,000
b. General Aggregate: $5,000,000 (per location)
c. Products Completed Operations Aggregate: $5,000,000
d. Personal and Advertising Injury: $1,000,000
e. Participant Legal Liability: $1,000,000
f. Professional Liability: $1,000,000
g. Damage to Premises Rented to You: $1,000,000
h. Employee Benefits Liability (each employee): $1,000,000
i. Employee Benefits Liability (aggregate): $2,000,000
j. Medical Expense (any one person): $5,000
k. Sexual Abuse and Molestation: included (not excluded)
Such insurance shall include coverage for contractual liability (for liability assumed under an “insured
contract”), products-completed operations, personal and advertising injury, premises liability, third
party property damage and bodily injury liability (including death).
2. Automobile Liability insurance covering liability arising out of your use, operation or maintenance of
any auto (including owned, hired, and non-owned autos, trucks or other vehicles) in connection with
your ownership and operation of the franchise, with limits not less than the minimum compulsory
requirements in your state (note: it is highly recommended to maintain a least $1,000,000 each accident
combined single limit for bodily injury and property damage). This requirement only applies to the extent
that owned, leased or hired/rented vehicles are used in the operation of the franchise.
3. Workers Compensation insurance covering all of your employees with statutory coverage and limits as
required by state law. Such insurance shall include coverage for Employer’s Liability with limits not less
than $500,000 each accident, $500,000 disease – each employee, and $500,000 disease – policy limit.
4. Property insurance written on a special causes of loss coverage form with limits not less than the current
replacement cost of the Studio’s business personal property (including furniture, fixtures and
equipment) and leasehold improvements (tenant improvements). Such Property insurance shall include
glass coverage with limits not less than $25,000, signage coverage with limits not less than $10,000, and
business interruption/extra expense coverage with limits not less than twelve months of rent.
5. Employment Practices Liability insurance with limits of not less than $1,000,000 per claim in the
aggregate, with a retention not larger than $25,000, providing defense and coverage for claims brought
by any of your employees or other personnel alleging various employment-related torts. Said policy shall
also include Third Party Employment Practices Liability coverage.
Your policies must be written by an insurance company licensed in the state in which you operate the Studio
and the insurance company must have at least an “A” Rating Classification as indicated in A.M. Best’s Key Rating
26
Guide. Us as well as our Parent, and subsidiaries/affiliates companies shall be included as Additional Insureds on
Studio’s Commercial General Liability policy.
Computer System
You must purchase the computer system that we specify, including computer hardware, software, point
of sale system, inventory control systems, and high-speed network connections (collectively, the “Computer
System”). The component parts of the Computer System must be purchased from approved suppliers. If we
require you to use any proprietary software or to purchase any software from a designated vendor, you must
sign any software license agreements that we or the licensor of the software require and any related software
maintenance agreements. The Computer System is described in more detail in Item 11 of this Disclosure
Document.
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 of Franchise
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 5.5 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 of Franchise
Agreement
27
Agreement
Agreement Item
h. Trademarks and Sections 1.1, 4, 12.1, 15.1 Section 13 Items 13 and 14

proprietary and 15.3 of Franchise
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 of Franchise
offered Agreement
j. Warranty and Section 8.3 of Franchise 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 Franchise Agreement Exhibit B
sales quotas
l. Ongoing Sections 8.4 and 10.3 of Not Applicable Items 8 and 11
product/service Franchise Agreement
purchases
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 of Franchise 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
28
Agreement
Agreement Item
x. Dispute resolution Section 16 of Sections 21, 22 Item 17

Franchise Agreement
ITEM 10 FINANCING
We offer indirect financing through the third-party providers described below for certain amounts due
under the Franchise Agreement. The third-party providers listed below sponsor our annual franchise convention
which we share with our affiliate franchisors listed under the (“Franchisors” heading in Item 1) at a minimum
level of $10,000. We do not guarantee your note, lease or any other obligation. We do not offer direct financing
and as such it is not our practice or intent to sell, assign, or discount any financing arrangement. As security for
the performance of your obligations under the Franchise Agreement, including payments owed to us for
purchases by you, you must grant us a security interest in all of the assets used in the operation of the Studio.
Item Source of Down Amount Term Interest Monthly Prepay Security Liability Loss of Legal
Financed Financing Payment Financed Rate Payment Penalty Required Upon Right on Default
Default
Pre-Sales and Amerifund 0% to 20% $78,881 2 to 5 5.9% to Varies None Lien on Unpaid Lender will
Soft Opening to years 18% based on financed balance repossess
Retail $86,881 amount equipment equipment and
Inventory financed, only; no schedule
Package & down additional payment plan for
Fitness payment collateral balance due. If
Equipment , term, required lender is able to
and Other and resell equipment,
FFE Package, interest resale price will
which rate be applied to
includes balance due.
furniture,
millwork,
equipment,
and shipping.
Pre-Sales and MacroLease 0% to 20% $78,881 3 to 4 6.5% to Varies Eligible to May Lender No right of
Soft Opening to years 8.5% based on prepay require: may offset, defense or
Retail $86,881 amount after first personal reposses counterclaim of
Inventory financed, year; guaranty; s any kind against
Package & down sliding lien on equipme Macrolease; no
Fitness payment scale equipment nt and preclusion from
Equipment , term, thereafter financed; seek taking action
and Other and . lien on relief against third
FFE Package,. interest Maximum business; based on parties, as long as
rate penalty of personal guarante that action does
3% assets as ed assets not impact
collateral and payment
29
Item Source of Down Amount Term Interest Monthly Prepay Security Liability Loss of Legal
Financed Financing Payment Financed Rate Payment Penalty Required Upon Right on Default
Default
personal obligation to
assets Macrolease.
Pre-Sales and Navitas First and $78,881 1 to 5 8.9% Varies Sliding Lien on Unpaid Lender can
Soft Opening last to years based on scale; financed balance repossess and
Retail months’ $86,881 amount total of all equipment; resell equipment
Inventory payments financed, payments personal
Package & term, in first guaranty
Fitness and year;
Equipment interest principal
and Other rate balance
FFE Package. plus 0% to
5%
thereafter
ITEM 11 FRANCHISOR'S ASSISTANCE, ADVERTISING, COMPUTER SYSTEMS AND TRAINING
Except as listed below, we are not required to provide you with any assistance.
A. Pre-Opening Assistance
Franchise Agreement
Before you open the Studio:
1. We will provide you (or, if you are an entity, your Designated Operator), as well as your
Designated Manager (if appointed) of your Studio, with our proprietary Initial Training Program, that at least you
(or, if appropriate, your Designated Operator) will need to complete prior to opening your Studio. We will
typically provide the Initial Training Program within the thirty (30) days preceding your Studio opening, but that
timing will be subject to the availability and schedules of our training personnel. We will provide this Initial
Training Program at our corporate headquarters or other training facility we designate, and this initial training
(as well as other training provided by us in connection with your Studio) is described more fully below in this
Item under the heading “Training”. (Franchise Agreement, Section 6.3). We will also provide you or another
individual you designate as your prospective Authorized Instructor with our Orientation Program as described
more fully below in this Item. (Franchise Agreement, Section 6.3)
2. If the Authorized Location for your Studio has not been identified at the time the Franchise
Agreement is signed, we will work with you to designate a geographical area within which you must secure an
Authorized Location for your Studio (“Designated Market Area”). (Franchise Agreement, Section 1.3). We will
also comply with our obligations with respect to site selection assistance and site approval as set forth more
fully below in this Item under the heading “Site Selection Assistance and Time to Open”.
3. Concurrently with the execution of your Franchise Agreement, 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, Section 6.4). The
30
Table of Contents of the Manual is attached to this Disclosure Document as Exhibit E. The primary portion of the
Operations Manual currently consists of 148 pages.
4. Within 30 calendar days of execution of your Franchise Agreement, we will provide you (through
the Manual or otherwise) with specifications for the layout and design of the Studio (Franchise Agreement,
Sections 6.2, 7.1 and 7.3).
5. Within 30 calendar days of execution of your Franchise Agreement, we will provide you (through
the Manual or otherwise) with a list of the Pilates fitness equipment and gear, standard fixtures, furnishings,
supplies, and signs to be used in the Studio, as well as a list of Approved Suppliers (Franchise Agreement, Section
6.6).
6. We will provide you with the Proprietary Initial Inventory Kit, Pre-Opening Sales Kit and
Furniture and Fixture Package at the time(s) we determine appropriate prior to your opening, provided you have
timely paid for each of these items as required by your Franchise Agreement and as described more fully in this
Disclosure Document. We may also work with the Approved Supplier from which you determine to lease the
Exercise Equipment Package and our other Approved Suppliers for installing and shipping the same to provide
you with that package, or, should you elect not to purchase such equipment outright, provide you with that
package or facilitate your acquisition of the same from an Approved Supplier. (Franchise Agreement, Section 6).
7. We will license you the use of our trademarks (Franchise Agreement, Section 4.2).
8. We will consult and advise you on the advertising, marketing and promotion for the Grand
Opening of the Studio, including your implementation of the Pre-Sales Marketing Package and other pre-sales
activity you conduct in coordination with the Opening Support Program provided by our then-current Approved
Supplier. (Franchise Agreement, Section 6.9).
9. If you enter a Development Agreement, we will designate your Development Area and
subsequently review and provide our approval with regards to the premises you propose for each Studio location
within the Development Area. (Development Agreement, Section 1 and Exhibit A).
We are not required to provide any other service or assistance to you before the opening of the Studio.
B. Site Selection Assistance and Time to Open
Site Selection Assistance
You must assume all costs, liabilities, expenses and responsibility in connection with: (i) locating,
obtaining and developing a Premises for your Franchised Business; and (ii) constructing, equipping, remodeling
and/or building out the Premises for use as a Franchised Business, all in accordance with our System standards
and specifications. If the Authorized Location for your Studio has not been identified at the time the Franchise
Agreement is signed, we will assign you a Designated Market Area as previously disclosed in this Item. (Franchise
Agreement, Section 1.3).
We may provide you with: (i) our current written site selection guidelines, to the extent such guidelines
are in place, and any other site selection counseling and assistance we determine is appropriate; and (ii) the
contact information of any local real estate broker that we have an existing relationship with and that is familiar
with our confidential site selection/evaluation criteria, if we know any such brokers in or around the Designated
Market Area you are assigned. (Franchise Agreement, Sections 1.2, 1.3 and 6.1).
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Our guidelines for site selection may require that you conduct, at your expense, an evaluation of the
demographics of the market area for the location. Ideally, the Authorized Location of your Studio will be a major,
national-tenant, anchored commercial retail center that meets our then-current requirements for population
density, demographics, available parking, traffic flow and entrance/exit from the site. The typical Studio will be
at least 1,500 square feet and be in a rectangular shape of 25 feet by 60 feet. (Franchise Agreement, Section
6.1).
If you locate a site, we will approve or disapprove of the site within 30 days after we receive any and all
reasonably-requested information regarding your proposed site from you. (Franchise Agreement, Section 1.2).
We use a software program to evaluate the demographics of a market area for site selection approval. If we
cannot agree on a site, we may extend the time for you to obtain a site, or we may cancel the Franchise
Agreement.
We also have the right and opportunity to review any lease or purchase agreement for a proposed
location before you enter into such an agreement. We may condition our approval of a given premises a san
Authorized Location for your franchise Studio on a number of conditions, including: (i) the lease for such location
including the terms outlined in Section 7.2 of the Franchise Agreement and Exhibit 5 to the Franchise Agreement
in the lease for the location; and (ii) receiving a written representation from the landlord of the proposed
premises that you will have the right to operate the Studio, including offering and selling the Approved Products
and Services, throughout the term of your Franchise Agreement. (Franchise Agreement, Sections 2.2(C) and 7.2,
and Exhibit 5).
You must secure an Authorized Location that we approve within six (6) months of executing your
Franchise Agreement for that Franchised Business or we may terminate that Franchise Agreement. (Franchise
Time to Open: Franchise Agreement
We will authorize the opening of your Studio when (i) all of your pre-opening obligations have been
fulfilled, (ii) pre-opening training has been completed, (iii) all amounts due us have been paid, (iv) copies of all
insurance policies (and payment of premiums) and all other required documents have been received by us, and
(v) all permits have been approved. (Franchise Agreement, Sections 5.4, 5.5, 6.3 and 10.4).
The typical length of time between the signing of the Franchise Agreement and the time you open your
Studio is approximately three (3) to six (6) months. Your total timeframe may be shorter or longer depending on
the time necessary to obtain an acceptable Premises, to obtain financing, to obtain the permits and licenses for
the construction and operation of the Franchised Business, to complete construction or remodeling as it may be
affected by weather conditions, shortages, delivery schedules and other similar factors, to complete the interior
and exterior of the Franchised Business, including decorating, purchasing and installing fixtures, equipment and
signs, and to complete preparation for operating the Franchised 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
if you (a) have already secured an approved premises for your Studio, and (b) are otherwise making diligent and
continuous efforts to buildout and otherwise prepare your Franchised Business for opening throughout the six
(6) month period following the execution of your Franchise Agreement. If you do not open your Studio within
the time period set forth in the Franchise Agreement, we will have the option to terminate your Franchise
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Agreement. (Franchise Agreement, Sections 1.2 and 2.2).
Time to Open: Development Agreement (if applicable)
If you have entered into a Development Agreement to open and operate two (2) or more Franchised
Businesses, your Development Agreement will include a Development Schedule containing a deadline by which
you must have each of your Franchised Businesses open and operating. (Development Agreement, Exhibit A).
C. Our Obligations During the Operation of the Franchised Business
Franchise Agreement
During the operation of the franchised business:
1. We will specify or approve certain equipment and suppliers to be used in the franchised Studio
(Franchise Agreement, Sections 6.6 and 7.1).
2. We will provide additional training to you and any of your employees at your request. You are
responsible for any and all costs associated with such additional training (Franchise Agreement, Section 6.3).
3. If you do not obtain and maintain appropriate insurance coverage, we may procure the
coverage on your behalf. We will pass the cost onto you. (Franchise Agreement, Section 10.4.D.)
4. We may institute various programs for auditing customer satisfaction and/or other quality
control measures (Franchise Agreement, Section 8.2).
1. We will maintain and administer the Fund (Franchise Agreement, Section 9.1).
D. Advertising and Marketing
Advertising Generally
You are responsible for local marketing activities to attract members to your Studio. We require you to
submit samples of all advertising and promotional materials (and any use of the Marks and/or other forms of
commercial identification) for any media, including the Internet, World Wide Web or otherwise. You must first
obtain our advanced written approval before any form of co-branding, or advertising with other brands,
products or services. (Franchise Agreement, Section 9.2)
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 of Social 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 with the Franchise
Agreement or the Manual. (Franchise Agreement, Section 9.3)
Brand Development Fund
The Fund was established in 2014 to promote Studios and help promote and develop our System and
brand generally. As of the Issue Date, are required to make a contribution to this Fund amounting to two percent
(2%) of your Gross Sales (your “Fund Contribution”). Fund Contributions will be payable from the earlier of (a)
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the date your Studio opens, and (b) the date the Studio receives a payment from a client in connection with
Approved Services to be provided at any point. (Franchise Agreement, Section 9.1).
As of the Issue Date, the Fund is administered by us with the advice provided by the Marketing Fund
Committee (the “MFC”) pursuant to a charter agreement among us and the members of the MFC. Under the
current charter, which is subject to change, System franchisees elect or appoint 2 members to the MFC to serve
for a one-year term corresponding to the calendar year and we select 2 members to serve for a one-year term
corresponding to the calendar year. The 4-member MFC will, by a majority vote, assist us in determining the
selection and placement of regional and national advertising. Each MFC member has one vote. If the MFC is
deadlocked, our President will break the deadlock with the deciding vote, which shall be binding. The Fund is
maintained and operated by us with the assistance of the MFC to meet the costs of conducting regional and
national advertising and promotional activities which are deemed most beneficial to the System. The MFC serves
in an advisory capacity only. With the assistance of the MFC, we will direct all public relations, advertising and
promotions with sole discretion over the message, creative concepts, materials and media used in the programs
and the placement and allocation thereof. We have the power to form, change or dissolve the MFC. We will pay
for these activities from the Fund. The Fund Contributions may be used for traditional advertising activities, such
as website development, social media, public relations, advertising campaigns (television, radio, print or other
media), or other promotions which will further develop and/or raise the awareness/visibility of our brand,
System and Studio locations. (Franchise Agreement, Sections 6.8 and 9.1).
We are not obligated to ensure that Fund activities or dollars are spent equally, on a pro rata basis,
either on your Studio, or all Studios in an area. A brief statement regarding the availability of System franchises
may be included in advertising and other items produced using the Fund, but we do not otherwise expect to use
the Fund primarily for any franchise sales or solicitations as of the Issue Date.
We will have the right to make disbursements from the Fund, as we determine appropriate to cover the
costs and expenses associated with the marketing, advertising and promotion of the brand, Marks, System,
Studio locations and/or the Approved Products and Services, including: the cost of formulating, developing and
implementing advertising and promotional campaigns; the reasonable costs of administering the Marketing
Fund, including accounting expenses and the actual costs of salaries and fringe benefits paid to our employees
engaged in administration of the Fund and/or creation, development and/or placement of any creative and/or
implementation of any campaigns associated with the same. The Marketing Fund is not a trust or escrow
account, and we have no fiduciary obligations regarding the Marketing Fund. We may retain independent
certified public accountants to prepare an annual audit of the Marketing Fund, at the expense of the Marketing
Fund, and send a copy of the audit to franchisees upon written request. Our company-owned or affiliate-owned
Studios, if and when operating, will contribute to the Fund at the rate provided in our Franchise Disclosure
Document. Should the advertising contribution for the System decrease at any time, we have the right to reduce
our contribution from company-owned or affiliate-owned Studios to the rate specified for franchised locations.
We are not required to spend all Marketing Fund contributions in the fiscal year they are received. You
agree to participate in all Marketing Fund 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.
During the fiscal year ended on December 31, 2020, the Fund Contributions were expended as follows:
7% on production, 53% on administrative and implementatin expenses, 2% on media and public relations and
37% on Internet-related matters and 16.5% on other expenses.
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Local Advertising Requirement; Co-Ops
As part of your material obligations under your Franchise Agreement, you must expend at least $1,500
per month on marketing and advertising materials that we approve in connection with the promotion of your
Studio within your Designated Territory (your “Local Advertising Requirement”). Upon our request, you must
provide us with an accounting of your monthly expenditures associated with your Local Advertising
Requirement, along with invoices and other relevant documentation to support those expenditures. Please be
advised that the Local Advertising Requirement is only the minimum amount you must expend each month, and
we encourage you to expend additional amounts on the local promotion of your Studio.
We have not yet established a local or regional advertising cooperative. We may, in the future, decide
to form one or more associations and/or sub-associations of Club Pilates 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 your area, then you must join and actively participate. You may be required to contribute such
amounts as are determined from time to time by such Co-Ops. (Franchise Agreement, Section 9.4)
Initial Marketing Spend; Opening Support Program
In addition to the Local Advertising Requirement, you will be required to expend a minimum of $15,000
in connection with pre-opening sales activities and other initial launch promotional activities designed to
increase visibility of your Franchised Business within your Designated Territory. You may be required to expend
all or some portion of these funds 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 if not
previously designated for use. We expect that you will typically be required to expend these amounts in the 30-
60 days prior to opening and in the 30-day period following opening. (Franchise Agreement, Section 9.2).
Once your real estate lease is signed, you must being undertaking the “pre-sale” phase of opening your
Studio wherein you will develop a plan in coordination with us (and that we approve) for implementation in
connection with your “Opening Support Program” that is designed to generate Studio clientele or other sales
prior to the opening of your Studio, as well as generating prospective leads for sales at your Studio. The Opening
Support Program is provided by our third-party Approved Supplier and is currently overseen by our internal
marketing and sales departments. Participation in the Opening Support Program is mandatory, and we may
require you to expend certain amounts on services or content that is supplied by one (1) or more of our Approved
Supplier(s).
D. Training
Initial Training Programs (for Owner/Operator or, if appropriate, Designated Manager)
Prior to opening your Franchised Business, you must ensure that: (i) you (or, if you are an entity, your
Designated Operator) completes our Initial Training Program, which will typically last 2-3 business days at our
corporate headquarters or another training facility we designate (most likely in California); and (ii) your
Designated Manager (if appointed) attend and complete the Designated Manager Training Program. While there
is no specific deadline by which the training above must be completed, you you’re your instructors) must
complete all of your training obligations prior to opening your Studio.
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 individual (a “Designated Manager”)
must (a) attend and complete at least the Owner/Operator Module (and, if he/she meets the Instructor Eligibility
35
Criteria and wishes to provide the Approved Services, the Orientation Program described below in this Item),
and (b) otherwise be approved by us, before assuming any management responsibility at your Franchised
Business. (Franchise Agreement, Sections 5.5 and 6.3).
We do not charge a tuition or training fee for you or your designated trainees (Designated Operator,
Designated Manager (if appropriate) to attend the appropriate training program(s) below, provided these
individuals attend or otherwise complete such training prior to the opening of your Studio. You will be
responsible for the costs and expenses associated with these individuals attending our Initial Training Program.
(Franchise Agreement, Section 5.5).
Our primary initial training programs as of the Issue Date of this Disclosure Document are described
below:
TRAINING PROGRAMS
Initial Training Program (or “Owner/Operator Module”)

Hours of Hours of
Subject Location
Classroom Training On-The-Job Training
Club Pilates Corporate
History and Philosophy 1 0
Office – Irvine, CA
Real Estate 2 0
Construction 1.5 0
Expectations and Club Pilates Corporate
Obligations 1 0 Office – Irvine, CA
Studio and Equipment Set- Club Pilates Corporate
Up and Support 1 0 Office – Irvine, CA
Club Pilates Training Studio
Education and Training 4.75 0 – Irvine, CA
Products 1.5 0 Office – Irvine, CA
Intro to Studio Club Pilates Corporate
Management Software 1.5 0 Office – Irvine, CA
Sales and Operations 3.5 0 Office – Irvine, CA
Finance 3 0 Office – Irvine, CA
Staffing and HR Support 1 0 Office – Irvine, CA
Marketing 4 0 Office – Irvine, CA
Training Re-Cap and Club Pilates Corporate
Summation 1 0 Office – Irvine, CA
Test 1 0 Office – Irvine, CA
TOTAL 27.75 0
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Designated Manager Training Program
Hours of Hours of
Subject Location
Classroom Training On-The-Job Training
Ingredients of a
1 0 At our corporate headquarters.
Successful GM
Club Ready Software 3 0 At our corporate headquarters.
Prospect Generation 2 0 At our corporate headquarters.

Pre-Sale, Soft Open,
1 0 At our corporate headquarters.
and Grand Open
Retail Sales At our corporate headquarters.
1 0
Education and Teacher At our corporate headquarters.
Training Program 2 0
Sales Process: Intro At our corporate headquarters.

Classes and 4 0
Memberships
Marketing At our corporate headquarters.
2 0
Private Training Sales corporate
1 0
Sales: Roll-Play & At our corporate headquarters.
Agreement Write-Up 2 0
Club Pilates Signature At our corporate training center.
Class 1 0
“What Not to Do” At our corporate headquarters.

1 0
Comprehension Exam At our corporate headquarters.
1 0
TOTAL 22 0
Orientation Program – Pre-Opening for Initial Authorized Instructors
In addition to completing the training program(s) as appropriate, you must ensure that one (1) or more
individuals that (a) meet the Instructor Eligibility Criteria, and (b) are expected to provide the “Authorized
Instructors” initially providing Approved Services at your Studio, participate in and complete the Orientation
Program that, as of the Issue Date, is provided remotely via an online learning management system that we
designate and require you to utilize to participate in and complete such training, which (a) is designed to provide
instruction of the provision of the Approved Services in accordance without System Standards and Studio
equipment, and (b) we estimate will typically include between nine (9) and twelve (12) hours of instruction.
Our Orientation Program or “Bridge Training” is an instructor onboarding training. It is for all instructors
you and other System franchisees engage to work at a franchised Studio location. Bridge Training is not a Pilates
certification nor is it meant to fill in gaps for non-comprehensive instructors. Remember, our franchise offering
assumes that any prospective Authorized Instructor you wish to involve in your Studio operations will already
meet the Instructor Eligibility Criteria prior to any involvement with your Studio.
Our primary instruction materials include videos, online training, and a training manual prepared
specifically for Bridge Training.
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Tianna Strateman, whose biography is listed in Item 2, will oversee the portions of the initial training
described above that are not provided remotely. Ms. Strateman has 3 years of experience with us and our brand,
and she has over 13 years of experience in the fitness industry and topics of instruction above generally.
We may substitute other instructors to provide certain parts of the Owner/Operator Module or
Orientation Program, but these individuals will have all completed the appropriate portion of the Initial Training
Program on which they provide instruction.
On-Site Grand Opening Assistance (Discretionary)
Around the time you first open your Studio, we may send one (1) or more representatives to your Studio
to (a) provide assistance and recommendations regarding your opening and initial operations, and/or (b) provide
additional or refresher training associated with any required initial training described above in this Item, as we
deem appropriate in our discretion. If we determine to provide such on-site assistance, it will typically last
between 1-2 business days and we may require that you cover the costs our representatives incur in connection
with such assistance.
Teacher Training Program – Fees and Involvement of Franchisor
As part of the Approved Services, we will permit you to provide the Teacher Training Program at your
Franchised Business, provided you have an individual that meets the Instructor Eligibility Criteria and has (a)
completed our Orientation Program, and (b) otherwise met our then-current criteria to serve as a “Master
Instructor” of the Teacher Training Program (which, as previously disclosed, will be set forth in the Operations
Manual or supplementary Manuals). The Teacher Training Program typically involves 500 hours of instruction,
including: (i) 150 hours of online “classroom/webinar” training (the “Webinar Training”) that can be completed
remotely (at home or at your Franchised Business or other local Studio that is authorized to provide the Teacher
Training Program); and (ii) approximately 350 hours of practical, “hands-on” training, some of which can be
completed at home and some of which must be completed at a Studio that is authorized to provide the Teacher
Training Program. (Franchise Agreement, Section 6.3).
Presently, the Studios in our System typically charge a fee of $4,750 for an individual that signs up to
attend the Teacher Training Program. As disclosed in Item 6, we receive $2,000 of that $4,750 fee as
consideration for that individual to have access to our proprietary Webinar Training (and any other materials we
determine appropriate in connection with the Teacher Training Program). The remaining $2,750 is paid to the
Studio where the individual obtains the rest of the Teacher Training Program instruction, which may be your
Franchised Business (provided we have approved one of your instructors as a “Master Instructor” or you retain
the services of a Club Pilates “Master Instructor” in your areas to conduct Teacher Training at your Studio).
While you could technically hire individuals to serve as instructors and have them go through the entire
Teacher Training Program, we expect and strongly recommend that you instead hire only individuals that already
meet the Instructor Eligibility Criteria and that will only need to complete our Orientation Program before they
can begin providing the Approved Services at your Studio.
Our standard franchise offering assumes that your initial Authorized Instructors will already meet the
Instructor Eligibility Criteria at the time they commence working with the Studio and prior to attending our
Orientation Program. Please note, however, that: (i) we will describe the proprietary Teacher Training Program
that can be provided as part of a Studio’s Approved Services in our Operations Manual or other written materials
38
that we provide to you; and (ii) we may permit you to have one (1) or more instructors complete the Teacher
Training Program while you are securing an approved premises for your Studio and otherwise developing that
Studio for opening (but this may involve a higher investment than our standard franchise offering described in
Item 7).
Additional Training in Connection with Operation of the Franchised Business; Orientation Program for Instructors
– Ongoing
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 facility. We
will not charge any training fee in connection with such training that we require you to attend. (Franchise
You may request that we provide certain additional or refresher training to you, either at one (1) of our
designated training facilities or on-site at your Franchised Business. We reserve the right to charge you our then-
current training fee based on the number of days of such training that we provide at your request (regardless of
location). (Franchise Agreement, Section 6.3).
In the event you have instructors hired over time, they must complete the Orientation Program prior to
providing any classes or otherwise performing any Approved Services at your franchised Studio.
You will be responsible for the costs and expenses associated with you and your designated personnel
attending any such additional training described in this Item. (Franchise Agreement, Sections 5.5 and 6.3).
E. Computer System - Hardware and Software
You must acquire a computer for use in the operation of the Studio. You must record all of your receipts,
expenses, invoices, member lists, class and employee schedules, and other business information promptly in the
computer system and use the software that we specify or otherwise approve. Currently, we have a designated
business management software that must be used in connection with your Studio operations, which is an
online/web-based program designed for use in connection with class scheduling, processing member credit and
debit card payments, keeping your business records and generating business reports among other things. At this
time, we have approved no other compatible program but we reserve the right to do so at our sole discretion.
If the approved supplier for the required software changes, you must migrate your operations to the new
required software at our direction. The details of these 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, Sections 5.4, 5.7 and 10.3).
You must allow our approved supplier to upgrade the proprietary database configuration of the required
software for the computer in your Studio as we determine necessary. Our approved supplier may provide you
periodic updates to maintain the software and may charge a fee for preparing the updates and maintaining the
software. There are no limitations on the frequency and cost of the updates. The system is designed to enable
us to have immediate, independent access to the information monitored by the system, and there is no
contractual limitation on our independent access or use of the information we obtain. (Franchise Agreement,
Sections 5.4 and 10.3).
You must purchase or lease, and thereafter maintain, such computer hardware and software, 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, for the purpose of, among
39
other functions, recording Studio sales, scheduling classes, and other functions that we require. You must
provide such assistance as may be required to connect your computer system with a computer system used by
us. We will 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. You must operate your computer system in compliance with certain security standards specified by
us, which may be modified at our discretion from time to time. In view of the interconnection of computer
systems and the necessity that such systems be compatible with each other, you expressly agree that you will
strictly comply with our standards and specifications for all item(s) associated with your computer system, and
will otherwise operate your computer system in accordance with our standards and specifications. (Franchise
Agreement, Sections 5.4 and 10.3).
To ensure full operational efficiency and optimal communication capability between and among
computer systems installed by you, us, and other Club Pilates franchisees, 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, software, communications equipment and
services, telephone and power lines, and other computer-related facilities, as we direct.
We reserve the right to require you to update or upgrade any computer hardware or software during
the term of the franchise, and if we choose to do so, there are no limitations on the cost and frequency of this
obligation.
The approximate cost of the Computer System including a computer or tablet computer, hardware and
software is approximately $2,500 to $3,500, which we may require you acquire from one (1) or more of our
Approved Suppliers. There is no initial fee to obtain the software. The approximate cost of any annual
maintenance upgrades or updates or maintenance support contracts varies widely from $0 to $800, which does
not include (a) our then-current Technology Fee (currently, $150/month), or (b) the then-current fee charged by
our Approved Supplier for the Studio management software (currently, $269/month), or (c) the fees associated
with any other Required Software we designate in the future for use in connection with your Studio. We have
no obligation to provide ongoing maintenance, repairs, upgrades or updates, and any such obligations would be
those of the software licensors.
ITEM 12 TERRITORY
Franchise Agreement
Authorized Location
You will operate the Studio at a specific location approved by us (referred to as your “Authorized
Location”). Once you have secured your Authorized Location, we will provide you a Designated Territory within
which you will have certain protected rights.
You will not be permitted to relocate your Studio without our prior written approval, which may be
withheld in our discretion. You will be assessed a relocation fee of $5,000 at the time you submit the proposed
location for your relocated Studio. Generally, we do not approve requests to relocate your Studio after a site
selection has been made and you have opened for business unless (a) it is due to extreme or unusual events
beyond your control, and (b) you are not in default of your Franchise Agreement. If we approve your relocation
request, we retain the right to approve your new site location in the same manner and under the same terms
that are applied to your first site selection.
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Designated Territory
Your Designated Territory will typically contain a maximum of 50,000 people which will be approximately
a two-mile radius around your Studio, unless your Studio is located in a major metropolitan downtown area or
similarly situated/populated central business district (a “Central Business District”). If your Studio is located in a
Central Business District, your Designated Territory will typically contain up to 50,000 people but may be limited
to a geographic area comprised of anywhere from a radius of two blocks to two miles around your Studio, as we
deem appropriate in our discretion. The size of your Designated Territory may vary from the territory granted
to other franchisees based on the location and demographics surrounding your Studio.
The boundaries of your Designated Territory may be described in terms of zip codes, streets, landmarks
(both natural and man-made) or county lines, or otherwise delineated on a map. If we determine, in our
discretion, to base your Designated Territory on population, then the sources we use to determine the
population within your Designated Territory will be supplied by (a) the territory mapping software we determine
to license or otherwise use, or (b) publicly available population information (such as data published by the U.S.
Census Bureau or other governmental agencies and commercial sources).
You will not be permitted to relocate your Studio without our prior written approval, which may be
withheld in our discretion. You will be assessed a relocation fee of $5,000 at the time you submit the proposed
location for your relocated Studio. Generally, we do not approve requests to relocate your Studio after a site
selection has been made and you have opened for business unless (a) it is due to extreme or unusual events
beyond your control, and (b) you are not in default of your Franchise Agreement. If we approve your relocation
request, we retain the right to approve your new site location in the same manner and under the same terms
that are applied to your first site selection.
If and when you are granted a Designated Territory, then we will not open or locate, or license any third
party the right to open or locate, another Studio from a physical location within that Designated Territory, until
such time that your Franchise Agreement expires or is terminated. For this reason, your territory is deemed
“exclusive” for purposes of pre-sale disclosure under applicable law.
Except as expressly provided in the Franchise Agreement, you have no right to exclude, control or
impose conditions on the location, operation or otherwise of present or future Studios, using any of the 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 of their location or proximity to the
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 the future.
Your Designated Territory will not be modified by Franchisor for any reason so long as you are not in
default of your Franchise Agreement, except in cases where (a) your requested relocation of your Studio is
approved and you relocate, and/or (b) at the time of any requested renewal or proposed assignment of the
franchise, the population of the Designated Territory is over 50,000. In such cases, we may move or modify the
size of your Designated Territory.
Rights Within and Outside the Designated Territory
While you and other System 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 recruit clients
outside your Designated Territory, unless we provide our prior written consent.
41
You will not be permitted to advertise and promote your Franchised Business via advertising that is
directed at those outside your Designated Territory without our prior written consent, which we will not
unreasonably withhold provided (a) the area you wish to advertise in is contiguous to your Designated Territory,
and (b) that area has not been granted to any third party in connection with a Club Pilates Studio (or
Development Agreement) of any kind.
We may choose, in our sole discretion, to evaluate your Studio for compliance with the System Standards
using various methods (including, but not limited to, inspections, field service visits, surveillance camera
monitoring, member comments/surveys, and secret shopper reports). You must meet minimum standards for
cleanliness, equipment condition, repair and function, and customer service. Your employees, including
independent contractors, must meet minimum standards for courteousness and customer service. (Franchise
Agreement, Section 8.8A)
Minimum Gross Revenue Quota(s)
Unless waived by Franchisor due to unique market conditions, Franchisee must meet a certain Minimum
Monthly Gross Revenue Quota. If Franchisee fails to achieve and maintain average monthly gross revenues of
$30,000 by the 1st year anniversary of the opening of the Studio and average monthly gross revenues of $40,000
by the end of the 2nd year anniversary and each succeeding year thereafter, 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 the Franchise
Agreement, Franchisor may institute a mandatory corrective training program or terminate the Franchise
Agreement upon notice to you.
Development Agreement
If you are awarded the right to develop multiple Franchised Businesses under our form of Development
Agreement, then we will provide you with a Development Area upon execution of this agreement. The size of
your Development Area will substantially vary from other System developers based on: (i) the number of
Franchised Businesses we grant you the right to open and operate; and (ii) the location and demographics of the
general area where we mutually agree you will be opening these locations. The boundaries of your Development
Area may be described in terms of zip codes, streets, landmarks (both natural and man-made) or county lines,
or otherwise delineated on a map attached to the Data Sheet.
Each Franchised Business you timely open and commence operating under our then-current form of
franchise agreement will be operated: (i) from a distinct site located within the Development Area; and (ii) within
its own Designated Territory that we will define once the site for that Franchised Business has been approved.
We will not own or operate, or license a third party the right to own or operate, a Studio utilizing the
Marks and System within the Development Area until the earlier of: (i) the date we define the Designated
Territory of the final Franchised Business you were granted the right to operate under the Development
Agreement; or (ii) the expiration or termination of the Development Agreement for any reason. Your
Development Area will be exclusive during this time period.
Upon the occurrence of any one of the events described in the preceding paragraph, your territorial
rights within the Development Area will be terminated, except that each Franchised Business that you have
opened and are continuously operating as of the date of such occurrence will continue to enjoy the territorial
42
rights within their respective Designated Territories that were granted under the franchise agreement(s) you
entered into for those Franchised Business(es).
You must comply with your development obligations under the Development Agreement, including your
Development Schedule, in order to maintain your exclusive rights within the Development Area. If you do not
comply with your Development Schedule, we may terminate your Development Agreement and any further
development rights you have under that agreement. Otherwise, we will not modify the size of your Development
Area except by mutual written agreement signed by both parties.
Reserved Rights
We and our parents/affiliates reserve the exclusive right to conduct the following activities under the
Franchise Agreement and/or Development Agreement (as appropriate): (i) establish and operate, and license
any third party the right to establish and operate, other Studios and Franchised Businesses using the Marks and
System at any location outside of your Designated Territory(ies) and, if applicable, Development Area; (ii)
market, offer and sell products and services that are similar to the products and services offered by the
Franchised Business under a different trademark or trademarks at any location, within or outside the Designated
Territory(ies) and, if applicable, the Development Area; (iii) use the Marks and System, as well as other such
marks we designate, to distribute any Approved Products and/or Approved Services in any alternative channel
of distribution, within or outside the Territory(ies) and Development Area (including the Internet and other e-
commerce channels and streaming platforms; wholesale stores, retail stores, catalog sales, etc.) as further
described below; (iv) to acquire, merge with, or otherwise affiliate with, and after that own and operate, and
franchise 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 marks), within or outside your Designated Territory(ies) and, if applicable, Development Area; and (v)
use the 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, if applicable, your Development Agreement.
Neither the Franchise Agreement nor Development Agreement grants you any right to engage in any of
the activities outlined in the preceding paragraph, or to share in any of the proceeds received by us, our
parent/affiliates or any third party from these activities, unless we otherwise agree in writing. Further, we have
no obligation to provide you any compensation for soliciting or accepting orders (via alternate channels of
distribution) within your Territory.
Internet Sales / Alternative Channels of Commerce
We may sell products and services to members located anywhere, even if such products and services
are similar to what we sell to you and what you offer at your Studio. We may use the internet or alternative
channels of commerce to sell products and services branded with the Proprietary Marks. You may only sell the
products and services from your approved Studio location, and may only use the internet or alternative channels
of commerce to offer or sell the products and services, as permitted by us, in order to register members for
classes. We may require you to submit samples of all advertising and promotional materials (and any use of the
Marks and/or other forms of commercial identification) for any media, including the Internet, World Wide Web
or otherwise. We retain the right to approve or disapprove of such advertising, in our sole discretion. Any use of
social 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 "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 our request, you will promptly modify or remove any online communication pertaining to the Studio
that does not comply with the Franchise Agreement or the Manual. You are not prohibited from obtaining
43
members over the Internet provided your Internet presence and content comply with the requirements of the
Franchise Agreement.
Additional Disclosures
Neither the Franchise Agreement nor the Development Agreement provides you with any right or option
to open and operate additional Franchised Businesses (other than as specifically provided for in your
Development Agreement if you are granted multi-unit development rights). Regardless, each Franchised
Business you are granted the right to open and operate must be governed by its own specific form of Franchise
Agreement.
We have not established other franchises or company-owned outlets or another distribution channel
offering or selling similar products or services under a different trademark. We have not established, nor do we
presently intend to establish, other franchised or company-owned businesses that are similar to the Franchised
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 of this Disclosure Document, and such affiliates
reserve the right to continue conducting franchising and other activities.
ITEM 13 TRADEMARKS
We grant you the right to use the Marks we designate for use in connection with your Studio as part of
the license rights you are granted under each Franchise Agreement you enter into with us, provided you only
use the Marks in connection with your franchised Studio operations and in strict accordance with the terms of
your Franchise Agreement and any Manual or other written directives from us. The following Marks are
registered and owned by us on the Principal Register of the United States Patent and Trademark Office
(“USPTO”):
Mark Registration Number Registration Date
CLUB PILATES Reg. No. 5304311 Reg. Date: October 10, 2017
(Word Mark)
Reg. No. 5320155 Reg. Date: October 31, 2017
Reg. No. 5320156 Reg. Date: Oct. 31, 2017
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Mark Registration Number Registration Date
Reg. No. 4406173 Reg. Date: September 24, 2013
Reg. No. 5090777 Reg. Date: November 29, 2016
DO PILATES. DO LIFE. Reg. No. 5337925 Reg. Date: November 21, 2017
(Word Mark)
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 of the Marks’
registrations.
45
You must follow our rules when you use the Marks. You cannot use our name or any of the Marks as
part of a 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
cancellation 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 litigation or
proceeding. You must cooperate with any litigation relating to the Marks which we or our affiliates, or the
Licensor, might undertake.
We are not aware of any prior superior rights or infringing uses that would materially affect your use of
the Marks. But, there is always a possibility that there might be one or more businesses, similar to the business
covered by the Franchise, operating in or near the area(s) where you may do business, using a name, trademark
and/or trade dress similar to the Marks and with superior rights to the name and/or trademark. We strongly
urge you to research this possibility, using telephone directories, local filings and other means, before you pay
any money, sign any documents or make any binding commitments. If you 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 use or license the use
of the Marks.
ITEM 14 PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION
You do not receive the right to use any item covered by a patent or copyright, but you can use the
proprietary information in the Manual. The Manuals are described in Item 11. Item 11 also describes the
limitations on the use of the Manual by you and your employees.
We have no registered copyrights, nor are there any pending patent applications that are material to
the franchise. However, we claim copyrights on certain forms, advertisements, promotional materials, software
source code and other Confidential Information as defined below.
There currently are no effective determinations of the Copyright Office (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, there are no infringing uses actually known to us that could materially affect
46
your use of the copyrighted materials in any state. No agreement requires us to protect or defend any copyrights
or you in connection with any copyrights.
In general, our proprietary information includes “Confidential Information” as defined in Section 12 of

the Franchise Agreement, some of which is contained in our Manual, and includes, among other things, all
information (current and future) relating to the operation of the Studio or the System, including, among other
things, all: (i) manuals, training, techniques, processes, policies, procedures, systems, data and know how
regarding the development, marketing, operation and franchising of the Studios; (ii) designs, specifications and
information about products and services and (iii) all information regarding members and suppliers, including any
statistical and/or financial information and all lists. We disclose to you Confidential Information needed for the
operation of a Club Pilates franchise, and you may learn additional information during the term of your franchise.
We have all rights to the Confidential Information and your only interest in the Confidential Information is the
right to use it under your Franchise Agreement.
Both during and after the term of your Franchise Agreement, you must use the Confidential Information
only for the operation of your Studio under a Club Pilates Franchise Agreement; maintain the confidentiality of
the Confidential Information; not make or distribute, or permit to be made or distributed, any unauthorized
copies of 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, Section 12)
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.
You also agree to fully and promptly disclose all ideas, techniques and other similar information relating
to the franchise business that are conceived or developed by you and/or your employees. We will have a
perpetual right to use, and to authorize others to use, those ideas, etc. without compensation or other
obligation.
ITEM 15 OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OF THE FRANCHISE BUSINESS
Under the Franchise Agreement, we do not require, but do recommend, that you (or the Designated
Operator) personally supervise the Studio. You may appoint a Designated Manager we approve to manage daily
operations of your Studio. We will not unreasonably withhold our approval of any Designated Manager you
propose, provided the individual has successfully completed the Owner/Operator Module of our Initial Training
Program and, if that individual will be providing any Approved Services, the Orientation Program (or, if necessary,
the full Teacher Training Program). Once approved, your Designated Manager may assist in the direct, day-to-
day supervision of the operations of the Studio, or to be the on-premises supervisor if you choose not to
personally supervise the Studio. If you are a business entity, your Designated Manager need not hold an
ownership interest in the business to be the on-premises supervisor.
You are solely responsible for the hiring and management of the Studio employees, for the terms of
their employment and for ensuring their compliance with any training or other requirements established by us.
You will keep us advised, in writing, of any Designated Manager involved in the operation of the Studio and their
contact information. Your Franchised Business must, at all times, be managed by and staffed with at least one
(1) individual who has successfully completed the Owner/Operator Module of our Initial Training Program.
You and your managers and employees must comply with the confidentiality provisions described in
Item 14. You must execute a personal guaranty concurrently with the signing of the Franchise Agreement. If you
are a legal entity, having more than one owner, all owners, shareholders, partners, joint venturers, and any other
47
person who directly or indirectly owns a 10% or greater interest in the franchised business must execute a
personal guaranty.
You will be solely responsible for all employment-related decisions associated with your franchised
Studio personnel, including hiring, firing, scheduling and compensation. Nothing in the Franchise Agreement or
Development Agreement is intended, or may be construed to, establish or create any kind of employer-
employee or joint employer relationship between (a) us, and (b) you and your personnel.
ITEM 16 RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL
You must offer for sale and sell, only and all those Approved Products and Services, and deal only with
those suppliers, that we authorize or require, and have authorized (See Item 8). Principally, this means you must
purchase the amount and type of equipment, including Pilates Reformers, a Pilates Ballet Bar, Spring Boards,
EXO Chairs, TRX equipment and other Pilates apparatuses and exercise equipment, and offer only those types
of Pilates and exercise classes that we authorize. Failure to comply with our purchasing restrictions may result
in the termination of your Franchise Agreement. We may supplement, revise and/or modify our Approved
Products and/or Approved Services as we deem appropriate from time to time, as well as our System standards
and specifications associated with the provision of these products/services. These changes will be outlined in
our Manuals or otherwise in writing, and there are no contractual limitations on our right to make these types
of changes.
You must ensure that only Authorized Instructors that have completed all appropriate training provide
the classes and other Approved Services at your franchised Studio, and that no individual that has not received
proper training does not provide any Approved Services until such training is completed.
If we discontinue any Approved Product or Approved Service offered by the Franchised Business, then
you must cease offering or selling such product/service within a reasonable time, unless such product/service
represents a health or safety hazard (in which case you must immediately comply upon receipt of notice from
us). You may not use the location of your Franchised Business for any other business purpose other than the
operation of your Franchised Business.
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 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 other franchised businesses or to the goodwill associated with the Marks
You must ensure that your and your Studio personnel are aware of all then-current System policies and
procedures related to Member reciprocity amongst (a) other Studios that are part of our franchise system,
and/or (b) the Studios operated as part of the franchise system owned and administered by our affiliate
franchisors.
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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 Franchise Agreement: You have complied with all of the Franchise
or 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
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 if 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 15.1B 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
49
Paragraph In
Provision Summary
Agreement
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 – Franchise Agreement: The following events constitute non-curable
non-curable defaults Paragraph 15.1A 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 “CLUB PILATES” 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 a Club Pilates franchise; pay
all sums owed; pay all damages and costs we
incur in enforcing the 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
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Paragraph In
Provision Summary
Agreement
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 Club Pilates, any
purchaser of Club Pilates, or any purchaser of
the 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.
l. 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 part;,
transferee must, at our option, (a) assume all
obligations under these agreements, or (b) sign
our then-current form of franchise agreement to
govern the franchise moving forward, which
may contain materially different terms than
your Franchise Agreement; 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 Club Pilates 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.I. 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
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Paragraph In
Provision Summary
Agreement
Studio. In addition, we have the option to
assume your lease for the lease location of the
Studio, or if an assignment is prohibited, a
sublease for the full remaining term on the same
terms and conditions as your lease.
p. 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 have any interest in any
during the term of the Paragraph 13 competitive business specializing, in whole or in
franchise part, in the sale of franchises or products that
are the same as or similar to any product or
service provided through the Studio.
Additionally, you must not employ or seek to
employ any person employed by us or by any of
our other franchisees, or 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 or any other franchisee.
r. Non-competition covenants Franchise Agreement: You must not operate a retail Studio similar to
after the franchise is Paragraph 13 the CLUB PILATES Studio from the premises for
terminated or expires 2 years after termination within a 10 mile radius
of Studio. 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) subject and to the
extent permitted by applicable law where the
Studio and/or employee at issue are located,
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
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
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Paragraph In
Provision Summary
Agreement
promises outside of this Disclosure Document
and other agreements may not be enforceable.
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. 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 of the 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 17.4 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 17.3 laws of the state of California without reference
to this state’s conflict of laws principles (subject
to state law), except that: (i) 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; and
(ii) any franchise laws and/or regulations of
California will not apply to the franchise
awarded under the Agreement unless the
transaction details meet and satisfy all criteria
set forth therein for such laws to apply absent
and independent of any reference to this choice
of law provision. (subject to state law)
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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.
SECTION IN
DEVELOPMENT
PROVISION SUMMARY
AGREEMENT OR
OTHER 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 Not Applicable Not Applicable
term
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.
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 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.
h. “Cause” defined – non-curable Section 14(A) We may terminate your Development
defaults Agreement automatically upon written notice if:
54
SECTION IN
DEVELOPMENT
PROVISION SUMMARY
AGREEMENT OR
OTHER AGREEMENTS
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; if 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
franchisor the Development Agreement and all or any part
of its rights, duties or obligations to any person
or legal entity without your consent.
55
SECTION IN
DEVELOPMENT
PROVISION SUMMARY
AGREEMENT OR
OTHER AGREEMENTS
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.
l. 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; at our option, the transferee
must (a) sign a written assumption agreement
assuming your liabilities under the
Development Agreement, or (b) execute our
then-current form of development agreement
to govern the remainder of your Development
Schedule; 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
to acquire developer’s business (death/disability 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
56
SECTION IN
DEVELOPMENT
PROVISION SUMMARY
AGREEMENT OR
OTHER AGREEMENTS
suitable legal representative that we approve to
continue the operation of your Franchised
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 11(B)(1) Neither you, your principals, guarantors, owners
during the term of the 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 Section 11(B)(2) For a period of two (2) years after the
after the franchise is terminated termination/expiration/transfer of your
or 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.
Section 11(B)(3) For a period of two (2) years after the

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
57
SECTION IN
DEVELOPMENT
PROVISION SUMMARY
AGREEMENT OR
OTHER AGREEMENTS
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 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) subject to and as
permitted by applicable law where the Studio
and/or employee at issue are located, soliciting
any employees of us, our affiliates or any other
System franchisee or developer to discontinue
their employment.
s. Modification of the Section 23(F) Your Development Agreement may not be
Development 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.
58
SECTION IN
DEVELOPMENT
PROVISION SUMMARY
AGREEMENT OR
OTHER AGREEMENTS
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 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
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
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: (i) 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; and
(ii) any franchise laws and/or regulations of
California will not apply to the franchise
awarded under the Agreement unless the
transaction details meet and satisfy all criteria
set forth therein for such laws to apply absent
and independent of any reference to this choice
of law provision. (subject to state law)
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 if the information is included in the disclosure document. Financial performance information that differs
59
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 the Charts below in this Item 19, we disclose the average and median monthly Gross Sales generated in each
calendar month comprising the 2020 calendar year and first two (2) calendar months of 2021 (each, a “Calendar
Month” and collectively, the “Measurement Period”) by the franchised Studios that were: (i) owned and
operated by a System franchisee over the entirety of the Measurement Period; and (ii) had experienced their
soft opeing and at least 11 months of operation beyond that soft opening date as of the end of that Calendar
Month (each, an “Applicable Subset” for a given Calendar Month”), along with ancillary disclosures regarding
the monthly Gross Sales reported amongst owners of the Studios comprising the Applicable Subset for each
Calendar Month.
In addition to disclosing the monthly Gross Sales information amongst all Disclosed Studios, this Item contains
Charts that breakdown the average, median and other reported Gross Sales for each Calendar Month comprising
the Measurement Period amongst: (i) the Disclosed Studios that were actively providing the Approved Services
within their respective Studios throughout a given Calendar Month (the “Disclosed Studios with Active In-Studio
Operations”); and (ii) the remaining Disclosed Studios in that same Calendar Month’s Applicable Subset that
were forced to cease in-Studio operations for one (1) or more days within that Calendar Month (the “Disclosed
Studios with Interrupted In-Studio Operations”).
The financial performance representations contained in this Item 19 are historical representations based on past
performance of the Disclosed Studios. The following representations are based on monthly profit and loss
reports provided by the franchisee owner of the Disclosed Studios.
The below Charts in Item 19 exclude: (i) the SYstem Studio(s) that were owned or operated by our affiliate at
any time during the Measurement Period; and (ii) with regards to a given Calendar Month comprising the
Measurement Period, any Studio that had not experienced its soft opening and 11 months of operation beyond
that soft opening date as of the end of that Calendar Month.
Written substantiation for the financial performance representation will be made available to prospective
franchisees upon request. The Disclosed Studios sold these amounts. Your individual results may differ. There
is no assurance that you’ll sell as much.
[THE REST OF THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK

THE REMAINDER OF THIS ITEM 19 IS CONTINUED ON THE FOLLOWING PAGE]
60
1. Average and Median and Other Reported Gross Sales Information Amongst the Applicable Subset of all Disclosed Studios for each Calendar
Month Comprising the Measurement Period
Jan-20 Feb-20 Mar-20 Apr-20 May-20 Jun-20 Jul-20 Aug-20 Sep-20 Oct-20 Nov-20 Dec-20 Jan-21 Feb-21
Average Monthly
Gross Sales Amongst
All Disclosed Studios $47,479 $46,924 $30,193 $8,152 $11,265 $20,499 $22,180 $23,972 $27,651 $30,241 $31,538 $28,649 $29,694 $31,724
Number of Studios in
Applicable Subset 408 426 431 447 469 475 485 495 512 530 547 549 554 557
Median Reported
Gross Sales $45,061 $45,775 $29,400 $5,248 $9,484 $19,928 $22,431 $24,486 $27,921 $30,252 $31,368 $28,251 $30,481 $32,560
High Reported
Monthly Gross $118,977 $122,146 $67,740 $49,654 $50,238 $67,051 $64,593 $63,311 $75,427 $71,887 $77,539 $96,446 $76,801 $79,878
Low Reported
Monthly Gross Sales $3,490 $0 $249 ($3,991) ($1,491) ($2,059) ($930) ($4,168) ($485) ($627) $0 ($1,928) ($1,554) ($127)
Applicable Subset
that Met or Exceeded
Monthly Average
Gross Sales in this 183 200 201 171 207 230 250 256 261 265 269 268 290 287
Calendar Month (45%) (47%) (47%) (38%) (44%) (48%) (52%) (52%) (51%) (50%) (49%) (49%) (52%) (52%)
2. Average, Median and Other Gross Sales Information Reported by the Applicable Subset of Disclosed Studios with Active In-Studio Operations
for each Calendar Month Comprising the Measurement Period
Average Monthly
Gross Sales Amongst
Disclosed Franchised
Businesses with In-
Studio Operations
throughout Calendar
Month $48,352 $47,838 $45,256 $31,009 $19,014 $25,826 $26,302 $27,787 $30,121 $31,903 $34,589 $32,194 $32,685 $34,713
Applicable Subset 343 361 3 3 163 296 317 364 405 435 406 405 427 430
Median Reported
Gross Sales $45,899 $46,358 $41,020 $24,780 $18,217 $25,256 $26,110 $27,157 $29,682 $31,490 $33,609 $30,954 $32,251 $34,805
High Reported
Monthly Gross $118,977 $122,146 $67,740 $49,654 $50,238 $67,051 $55,168 $63,311 $75,427 $68,708 $74,545 $96,446 $76,801 $79,878
61
Low Reported Monthly
Gross Sales $13,636 $4,594 $27,007 $18,592 $1,819 $5,918 $896 $2,103 $3,338 $4,832 $4,245 $6,264 $7,310 $258
Applicable Subset that
Met or Exceeded
Monthly Average
Gross Sales in this 156 170 75 142 158 175 197 212 186 188 205 216
Calendar Month (45%) (47%) 1 (33%) 1 (33%) (46%) (48%) (50%) (48%) (49%) (49%) (46%) (46%) (48%) (50%)
3. Average, Median and Other Gross Sales Information Reported by the Applicable Subset of Disclosed Studios with Interrupted In-Studio
Operations for each Calendar Month Comprising the Measurement Period
Average Monthly
Gross Sales Amongst
Disclosed Franchised
Businesses Not
Providing In-Studio
Operations Over
Calendar Month N/A N/A $30,422 $7,510 $6,081 $7,519 $11,711 $7,978 $11,113 $14,815 $17,187 $10,603 $10,582 $11,743
Applicable Subset N/A N/A 363 379 241 114 103 66 40 26 64 67 49 49
Median Reported
Gross Sales N/A N/A $29,618 $4,561 $3,772 $4,924 $9,818 $5,497 $9,404 $9,205 $14,353 $6,228 $3,551 $6,567
High Reported
Monthly Gross N/A N/A $65,166 $45,450 $33,055 $34,987 $64,593 $62,627 $63,325 $71,887 $77,539 $68,246 $74,957 $79,739
Low Reported Monthly
Gross Sales N/A N/A $1,650 ($3,991) ($518) ($2,059) ($930) ($824) ($70) ($627) $0 ($1,928) ($1,554) ($127)
Applicable Subset that
Met or Exceeded
Monthly Average
Gross Sales in this 169 139 83 40 40 24 16 25 25 17
Calendar Month N/A N/A (47%) (37%) (34%) (35%) (39%) (36%) (40%) 9 (35%) (39%) (37%) 15 (31%) (35%)
62
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.
Please note that the term “Gross Revenue” (i) excludes sales tax (that Studio owner must pay
directly to the appropriate taxing authority), and (ii) does not account for revenue the Disclosed
Studios may have generated by providing the Teacher Training Program.
2. The “Average Gross Revenue” figure was calculated by taking the sum of all the Gross Revenue
generated by the Disclosed Studios and dividing that amount by the number of Disclosed Studios
in the appropriate subset at issue.
3. The “Median Gross Revenue” figure was determined by taking the middle reported Gross Sales
value amongst the Gross Revenue values reported by the appropriate subset of Disclosed Studios
once those values are sorted from highest to lowest dollar amount.
Notes Regarding Existing Studios and Item 19 Generally
1. When reviewing this Item 19 and evaluating our franchise offering generally, it is particularly
important to note the following characteristics of Existing Studios described in this Item 19
(as compared to a new Franchised Business):
a. Each of the Disclosed Studios utilizes the Marks and System in a manner similar to
how you will be required to use such intellectual property in the operation of the
Franchised Business that is being offered under this Disclosure Document;
b. Certain of the more mature Disclosed Studios incurred the various other pre-opening
costs and expenses over the Measurement Period that you are likely to incur in
connection with the development of a new Franchised Business because such
Disclosed Studios were all open and operating for some time as of the date the
Measurement Period commenced; and
c. Some aspects of certain Disclosed Studios are primarily managed on a day-to-day

basis by a single individual that manages such matters for both locations. While this
engagement would be similar to you engaging a “Designated Manager” or other third
party to assist in managing certain aspects of your Franchised Business, we do not
expect that you will be engaging such a third party at the outset of operating your
new Franchised Business (unless you are a multi-unit owner).
2. This Item 19 does not disclose or discuss any of the operating costs and expenses that will be
incurred in connection with the establishment and ongoing operation of a Franchised
Business, nor does it account for amortization, depreciation, tax liabilities and/or costs
associated with debt services (if and as applicable). We recommend you speak to your
business advisors and other System franchisees, as you determine appropriate, about these
financial matters before entering into any agreement with us.

2021 Franchise Disclosure Document 63
3. The revenues and expenses of your business will be directly affected by many factors, such
as: (a) your Designated Territory’s geographic location and population demographics; (b)
advertising effectiveness based on market saturation; (c) whether you operate the 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 (l) the efforts you and your personnel put into your 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 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 Shaun Grove at Club Pilates Franchise, LLC, 17877 Von Karman Ave., Suite 100, Irvine, CA
92614, or via telephone at (949) 346-9794.
ITEM 20 OUTLETS AND FRANCHISEE INFORMATION
TABLE 1
SYSTEMWIDE OUTLET SUMMARY
FOR YEARS 2018 TO 2020
OUTLETS AT THE START OF OUTLETS AT THE END OF

OUTLET TYPE YEAR NET CHANGE
THE YEAR THE YEAR
2018 203 379 +176
FRANCHISED 2019 379 553 +174
2020 553 601 +48
2018 0 0 0
COMPANY-OWNED 2019 0 0 0
2020 0 5 +5
2018 203 379 +176
TOTAL OUTLETS 2019 379 553 +174
2020 553 606 +53
TABLE 2
TRANSFER OF OUTLETS FROM FRANCHISEES TO NEW OWNERS
(OTHER THAN CLUB PILATES FRANCHISE, LLC)
FOR THE YEARS 2018 TO 2020
STATE YEAR NUMBER OF TRANSFERS

2018 1
CA
2019 3
2020 3

2018 1
CO
2019 0
2020 0
2018 0
FL
2019 2
2020 0
2018 1
KS 2019 0
2020 1
2018 0
IL 2019 0
2020 2
2018 0
MD 2019 0
2020 2
2018 1
MT
2019 0
2020 1
2018 3
NV 2019 3
2020 2
2018 0
OR 2019 0
2020 1
2018 0
TX 2019 0
2020 1
2018 2
UT
2019 1
2020 3
2018 0
WA 2019 1
2020 0
TOTAL OUTLETS 2018 9

2019 10
2020 16
TABLE 3
STATUS OF SINGLE UNIT FRANCHISE OUTLETS
CEASED
OUTLETS REACQUIRED OUTLETS
OUTLETS TERMI- NON- OPERATIONS-
STATE YEAR AT START BY AT END OF
OPENED NATIONS RENEWALS OTHER
OF YEAR FRANCHISOR THE YEAR
REASONS
2018 4 1 0 0 0 0 5
AL 2019 5 2 0 0 0 0 7
2020 7 0 0 0 0 0 7
2018 0 0 0 0 0 0 0
AR 2019 0 1 0 0 0 0 1
2020 1 1 0 0 0 0 2
2018 9 7 2 0 0 0 14
AZ 2019 14 5 0 0 0 0 19
2020 19 1 0 0 0 0 20
2018 57 23 0 0 0 0 80
CA 2019 80 19 0 0 0 0 99
2020 99 7 0 0 0 0 106
2018 10 5 0 0 0 0 15
CO 2019 15 7 0 0 0 0 22
2020 22 1 0 0 0 0 23
2018 1 2 0 0 0 0 3
CT 2019 3 3 0 0 0 0 6
2020 6 0 0 0 0 0 6
2018 0 0 0 0 0 0 0
DC 2019 0 1 0 0 0 0 1
2020 1 0 0 0 0 0 1
2018 14 18 0 0 0 0 32
FL 2019 32 21 0 0 0 0 53
2020 53 12 0 0 0 0 65
2018 6 5 0 0 0 0 11
GA 2019 11 4 0 0 0 0 15
2020 15 1 0 0 0 0 16

CEASED
REASONS
2018 1 0 0 0 0 0 1
ID 2019 1 0 0 0 0 0 1
2020 1 0 0 0 0 0 1
2018 5 16 0 0 0 0 21
IL 2019 21 4 0 0 0 0 25
2020 25 0 0 0 0 0 25
2018 2 3 0 0 0 0 5
IN 2019 5 1 0 0 0 0 6
2020 6 1 0 0 0 0 7
2018 0 1 0 0 0 0 1
IA 2019 1 0 0 0 0 0 1
2020 1 0 0 0 0 0 0
2018 1 0 0 0 0 0 1
KS 2019 1 0 0 0 0 0 1
2020 1 1 0 0 0 0 2
2018 1 1 0 0 0 0 2
KY 2019 2 2 0 0 0 0 4
2020 4 0 0 0 0 0 4
2018 1 1 0 0 0 0 2
LA 2019 2 2 0 0 0 0 4
2020 4 2 0 0 0 0 6
2018 3 3 0 0 0 0 6
MA 2019 6 3 0 0 0 0 9
2020 9 0 0 0 0 0 9
2018 5 5 0 0 0 0 10
MD 2019 10 4 0 0 0 0 14
2020 14 2 0 0 1 0 15
2018 3 3 0 0 0 0 6
MI 2019 6 3 0 0 0 0 9
2020 9 1 0 0 0 0 10
2018 6 3 0 0 0 0 9
MN 2019 9 2 0 0 0 0 11
2020 11 1 0 0 0 0 12
MO 2018 3 1 0 0 0 0 4

CEASED
REASONS
2019 4 2 0 0 0 0 6
2020 6 0 0 0 1 0 5
2018 1 0 0 0 0 0 1
MT
2019 1 0 0 0 0 0 1
2020 1 0 0 0 0 0 1
2018 0 3 0 0 0 0 3
NE
2019 3 0 0 0 0 0 3
2020 3 0 0 0 0 0 3
2018 6 0 0 0 0 0 6
NV
2019 6 1 0 0 0 0 7
2020 7 1 0 0 0 0 8
2018 10 11 0 0 0 0 21
NJ
2019 21 6 0 0 0 0 27
2020 27 2 0 0 0 0 29
2018 1 0 0 0 0 0 1
NM
2019 1 2 0 0 0 0 3
2020 3 0 0 0 0 0 3
2018 5 8 0 0 0 0 13
NY
2019 13 13 0 0 0 0 26
2020 26 3 0 0 1 0 28
2018 5 5 0 0 0 0 10
NC
2019 10 8 0 0 0 0 18
2020 18 1 0 0 0 0 19
2018 1 6 0 0 0 0 7
OH
2019 7 8 0 0 0 0 15
2020 15 3 0 0 0 0 18
2018 1 4 0 0 0 0 5
OK
2019 5 2 0 0 0 0 7
2020 7 0 0 0 0 0 7
2018 2 3 0 0 0 0 5
OR
2019 5 3 0 0 0 0 8
2020 8 0 0 0 0 0 8
2018 2 5 0 0 0 0 7
PA
2019 7 7 0 0 0 0 14

CEASED
REASONS
2020 14 0 0 0 0 0 14
2018 0 0 0 0 0 0 0
RI
2019 0 1 0 0 0 0 1
2020 1 0 0 0 0 0 1
2018 0 5 0 0 0 0 5
SC
2019 5 3 0 0 0 0 8
2020 8 0 0 0 0 0 8
2018 1 0 0 0 0 0 1
SD
2019 1 0 0 0 0 0 1
2020 1 0 0 0 0 0 1
2018 3 2 0 0 0 0 5
TN
2019 5 2 0 0 0 0 7
2020 7 0 0 0 0 0 7
2018 19 15 0 0 0 0 34
TX 2019 34 19 0 0 0 0 53
2020 53 10 0 0 0 0 63
2018 4 0 0 0 0 0 4
UT 2019 4 1 0 0 0 0 5
2020 5 0 0 0 0 0 5
2018 3 6 0 0 0 0 9
VA
2019 9 7 0 0 0 0 16
2020 16 1 0 0 0 0 17
2018 4 5 0 0 0 0 9
WA
2019 9 2 0 0 0 0 11
2020 11 1 0 0 1 0 11
2018 3 2 0 0 0 0 5
WI
2019 5 3 0 0 0 0 8
2020 8 0 0 0 0 0 8
2018 203 178 2 0 0 0 379
TOTAL 2019 379 174 0 0 0 0 553
2020 553 53 0 0 4 0 601

TABLE 4
STATUS OF COMPANY-OWNED OUTLETS
STATE YEAR OUTLETS OUTLETS OUTLETS OUTLETS OUTLETS OUTLETS AT

AT START OPENED REACQUIRED CLOSED SOLD TO END OF THE
OF YEAR FROM FRANCHISEE YEAR
FRANCHISEE
IA 2018 0 0 0 0 0 0
2019 0 0 0 0 0 0
2020 0 0 1 0 0 1
MD 2018 0 0 0 0 0 0
2019 0 0 0 0 0 0
2020 0 0 1 0 0 1
MO 2018 0 0 0 0 0 0
2019 0 0 0 0 0 0
2020 0 0 1 0 0 1
NY 2018 0 0 0 0 0 0
2019 0 0 0 0 0 0
2020 0 0 1 0 0 1
WA 2018 0 0 0 0 0 0
2019 0 0 0 0 0 0
2020 0 0 1 0 0 1
TOTAL 2018 0 0 0 0 0 0
2019 0 0 0 0 0 0
2020 0 0 5 0 0 5
TABLE 5
PROJECTED OPENINGS AS OF DECEMBER 31, 2020
UNIT FRANCHISE PROJECTED NEW

PROJECTED NEW COMPANY-
AGREEMENTS SIGNED FRANCHISED
STATE OWNED OUTLETS IN THE NEXT
BUT OUTLETS NOT OUTLETS IN THE
FISCAL YEAR
OPENED NEXT FISCAL YEAR
CA 5 4 0
DE 1 1 0
FL 4 3 0
GA 2 1 0
ID 1 1 0

UNIT FRANCHISE PROJECTED NEW
PROJECTED NEW COMPANY-
AGREEMENTS SIGNED FRANCHISED
STATE OWNED OUTLETS IN THE NEXT
BUT OUTLETS NOT OUTLETS IN THE
FISCAL YEAR
OPENED NEXT FISCAL YEAR
IL 3 2 0
MA 2 1 0
MD 2 1 0
MO 1 1 0
MS 1 1 0
MT 1 1 0
NC 2 1 0
NJ 3 2 0
NV 1 1 0
NY 5 4 0
OH 2 1 0
PA 2 1 0
SC 1 1 0
TN 2 1 0
TX 4 3 0
UT 1 1 0
VA 2 1 0
WA 2 1 0
TOTAL 50 35 0
A list of the names, addresses and telephone numbers of our current franchisees as of the Issuance Date
of this Disclosure Document is attached as Exhibit H.
A list of the names, addresses and telephone numbers of our franchisees who have had a franchise
terminated, canceled, not renewed or otherwise voluntarily or involuntarily ceased to do business under
the franchise agreement during the most recently completed fiscal year or who have not communicated
with us within 10 weeks of the issuance date of this franchise disclosure document, is attached as Exhibit
I.
In the last three fiscal years, some of our franchisees have entered any confidentiality agreements that
restrict their ability to speak openly about their experience with our franchise system.

Trademark–Specific Franchisee Organizations
The Association of Boutique Fitness Franchise Owners (the “Association”) is an independent franchisee
organization that has asked to be included in this Disclosure Document. The Association’s contact
information is: Association of Boutique Fitness Franchise Owners, 17595 Harvard Avenue, Suite #C-645,
Irvine, CA 92614; and Email: [email protected]. Except as disclosed in this Item, there are no other
trademark-specific franchisee organizations associated with our franchise system that require disclosure
in this Item.
If you buy the franchise offered in this disclosure document, your contact information may be disclosed
to other buyers when you leave the franchise system.
ITEM 21 FINANCIAL STATEMENTS
Attached to this disclosure document as Exhibit C are the following our audited financials for our
fiscal years ending December 31, 2020, December 31, 2019, and December 31, 2018. Our fiscal year ends
on December 31 of each year.
ITEM 22 CONTRACTS
The following agreements are attached to this Disclosure Document:

Exhibit A Franchise Agreement and Exhibits
Exhibit 1 Authorized Location Addendum
Exhibit 2 Electronic Funds Transfer Agreement
Exhibit 3 Electronic Debit Authorization
Exhibit 4 Guarantee
Exhibit 5 Addendum to Lease
Exhibit D Statement of Prospective Franchisee
Exhibit F Form of General Release
Exhibit G State Specific Addenda
Exhibit J Development Agreement
ITEM 23 RECEIPTS
Exhibit K 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 President at the following address: Shaun Grove at Club Pilates Franchise, LLC, 17877 Von
Karman Ave., Suite 100, Irvine, CA 92614, and at (949) 346-9794.

Exhibit A
To Franchise Disclosure Document
FRANCHISE AGREEMENT AND RELATED EXHIBITS

2021 Franchise Disclosure Document - Exhibits
FRANCHISE AGREEMENT AND RELATED EXHIBITS
© 2021 Club Pilates Franchise, LLC

2021 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 ............................................................................................................................................... 7
6. FRANCHISOR SERVICES ........................................................................................................ 10
7. FACILITY STANDARDS, LEASE AND CONSTRUCTION ................................................ 15
8. STUDIO IMAGE AND OPERATING STANDARDS ............................................................. 17
9. ADVERTISING AND MARKETING ....................................................................................... 20
10. FINANCIAL REPORTS, AUDITS, COMPUTER SYSTEM AND INSURANCE
REQUIREMENTS....................................................................................................................... 23
11. RELATIONSHIP OF THE PARTIES; INDEMNIFICATION .............................................. 26
12. CONFIDENTIAL INFORMATION .......................................................................................... 26
13. COVENANTS NOT TO COMPETE ......................................................................................... 28
14. TRANSFER OF INTEREST ...................................................................................................... 29
15. DEFAULT AND TERMINATION OF AGREEMENT........................................................... 31
16. RESOLUTION OF DISPUTES .................................................................................................. 36
17. MISCELLANEOUS PROVISIONS........................................................................................... 40
18. ACKNOWLEDGMENTS ........................................................................................................... 42
19. ENTIRE AGREEMENT ............................................................................................................. 43
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
© 2021 Club Pilates Franchise, LLC

CLUB PILATES
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 Club Pilates Franchise Agreement (this “Agreement”) is entered into as of the ____ day of
______________________, 20___ between Club Pilates Franchise, LLC, a Delaware limited liability
company, doing business as “Club Pilates” ("Franchisor") and
_________________________________________, or his/her/their assignee, if a partnership, corporation
or limited liability company is later formed (“Franchisee”), upon the following terms, conditions, covenants
and agreements:
RECITALS
A. Club Pilates Franchise, LLC, a Delaware limited liability company (“Licensor”), owns and 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 Pilates fitness
studios (“Club Pilates Studios”) identified by the “Club Pilates” 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 Club Pilates 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 décor
(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 a Club Pilates Studio offering (a) Pilates instruction and related
services that Franchisor authorizes (collectively, the “Approved Services”), and (b) 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 a Club Pilates 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 a Club Pilates brand
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 of the mutual covenants contained in this Agreement, the parties agree as follows:
©2021 Club Pilates Franchise, LLC A-1

1. GRANT OF FRANCHISE; LOCATION
1.1 Grant. You agree at all times faithfully, honestly and diligently to perform your obligations under
this Agreement and to use your best efforts to promote Club Pilates and your Studio. Accordingly,
Franchisor grants to Franchisee the non-exclusive right and license to:
A. Establish and operate a single Club Pilates Studio utilizing only the System and the Club
Pilates Marks, at a location that has been authorized by Franchisor (the “Authorized Location”), in
accordance with the provisions and for the term specified in this Agreement;
B. Use only the Marks of Franchisor under the terms of this Agreement to identify and
promote the Studio offered hereunder; and
C. Use the proprietary fitness and exercise methods and know-how, as set forth periodically
in Franchisor’s operations manual, other manuals, training programs, or otherwise communicated to
Franchisee.
1.2 Site Approval Process. Franchisor will assist Franchisee in connection with site selection by: (i)
providing Franchisee with its then-current site selection criteria, to the extent such criteria has been reduced
to writing; and (ii) providing Franchisee with access to a local real estate broker that is familiar with
Franchisor’s confidential site evaluation criteria, to the extent Franchisor has established relationships with
such brokers in or around the Designated Market Area (as defined in Section 1.3 below). Franchisor will
use commercially reasonable efforts to approve or reject a proposal for an Authorized Location within thirty
(30) days of the date Franchisor receives all reasonably-requested information regarding the proposed site.
Franchisor’s approval of the proposed site shall be deemed to be a binding addendum to this Agreement
upon Franchisor and Franchisee’s execution of Exhibit 1, which is attached hereto and incorporated herein
by reference, and which will set forth the Authorized Location. Franchisor agrees not to unreasonably
withhold approval of a site that meets its site criteria. Franchisee acknowledges that Franchisor’s approval
of a proposed site is permission only and not an assurance or guaranty to Franchisee of the availability,
suitability or success of a location, and cannot create a liability for Franchisor. 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 hold
Franchisor harmless with respect to the selection of the Authorized Location by 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) months of the date that Franchisor accepts this Agreement. The
opening date may be extended an additional three (3) months in certain instances, as explained in Section
2.2D, below. Franchisor has the right to terminate this Agreement if Franchisee fails to select a site for the
Studio that meets Franchisor’s approval, within the time period allotted above.
1.3 Authorized Location & Designated Territory. If the Authorized Location has not been identified
at the time this Agreement is signed, Franchisee must identify a site approved by Franchisor within the
following geographical area:
_______________________________________________________________________
(“Designated Market Area”). Once the Authorized Location for the Studio has been identified in the
Authorized Location Addendum, attached hereto as Exhibit 1, Franchisor agrees that, so long as Franchisee
is in good standing, neither it nor its affiliates will operate or establish, or authorize another Club Pilates
franchisee to operate or establish, a Studio from a physical location using the Club Pilates System or Marks
within a certain geographical area surrounding the Authorized Location (“Designated Territory”). The
Designated Territory, if any, will be defined in Exhibit 1, hereto. Franchisor will have the right to modify
the boundaries of the Designated Territory if (a) Franchisee relocates the Franchised Business, or (b) at the
time of any requested renewal or proposed assignment of the franchise, the population of the Designated

Territory is over 50,000, with said modifications designed to afford Franchisee with a territory that contains
a population that is similar to that contained within the original territory at the time this Agreement is
signed.
1.4 Rights Reserved to Franchisor. Notwithstanding anything contained in this Agreement,

Franchisor and its affiliate(s)/parent(s) hereby reserve the exclusive right to: (i) open and operate, and
license third parties the right to open or operate, other Studios utilizing the Marks and System outside the
Designated Territory; (ii) market, offer and sell products and services similar to those offered by the
Franchised Business and other Studios (such as private label products that Franchisor may develop) through
alternate channels of distribution, including without limitation, via the Internet and other e-commerce
channels, catalog sales, “big-box” gyms, 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 Franchisee’s 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 of its Sections.
Your Initials: __________ / __________
2. ACCEPTANCE BY FRANCHISEE
2.1 Acceptance by 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, if 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 and complete
the appropriate initial training to Franchisor’s satisfaction, as set forth 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 ten percent (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 if 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. Franchisor reserves the right to charge Franchisee a fee amounting to $2,500 as a condition to
granting any extension under this Section.
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.

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 Club Pilates 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 for a successor franchise;
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 fails to satisfy any of the foregoing conditions. Subject to the above, Franchisor
will not unreasonably deny renewal of a Franchise.
3.4 Notice of Expiration Required by Law. If applicable law requires that Franchisor give a longer
period of notice to Franchisee than herein provided prior to the expiration of the initial term or any
additional term, Franchisor will give such additional required notice. If Franchisor does not give such
required additional notice, this Agreement shall remain in effect on a month-to-month basis until Franchisee
has received such required notice.
Your Initials: __________ / __________
4. TRADEMARK STANDARDS
4.1 Name and Ownership. Franchisee acknowledges the validity of the Mark “Club Pilates” and all
other Marks that now or in the future are or will be part of the System and agrees and recognizes that the
Marks are the sole and exclusive property of Franchisor and/or the affiliates of Franchisor. Franchisee
further acknowledges that Franchisee’s right to use the Marks is derived solely from this Agreement and is
limited to the conduct of a Studio pursuant to and in compliance with this Agreement and all applicable
standards, specifications and operating procedures prescribed by Franchisor from time to time. Any
unauthorized use of the Marks by Franchisee shall be a breach of this Agreement and an infringement of
the rights of Franchisor and its affiliates. Franchisee’s use of the Marks inures to the benefit of Franchisor,
which owns all goodwill now and hereafter associated with the Marks. Franchisee agrees not to contest
ownership or registration of the Marks. Franchisor (and/or its affiliates) owns all right, title and interest in
and to the Marks, and Franchisee has and acquires hereby only the qualified license granted in this
Agreement. Franchisor agrees to indemnify Franchisee from any claims, costs or fees associated with
Franchisee’s authorized use of the Marks in connection with the franchised business, subject to the
requirement that Franchisor be immediately notified of any third party challenge to Franchisee’s authorized
use of any Mark under this Agreement, and Franchisor has the right to control any related litigation.

4.2 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. Franchisee
shall display and use the Marks only in the manner and form 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 symbol or logotype in connection with the operation of the Studio and shall not market
any product relating to the Studio without Franchisor’s written consent, and if such consent is granted, such
product must be marketed in a manner acceptable to Franchisor. Franchisor may also permit Franchisee to
use from time to time other trademarks, service marks, trade names and commercial symbols as may be
designated by Franchisor in writing.
B. Franchisee agrees to give such notices of trademark and service mark registrations
and copyrights as Franchisor specifies and to obtain such fictitious or assumed name registrations as may
be required under applicable law.
C. Franchisee is prohibited from using the Marks in advertising, promotion or

otherwise, without the appropriate “©” or “®” (copyright and registration marks) or the designations “ TM”
or “SM” (trademark and service mark), where applicable.
4.3 Litigation. Franchisee agrees to notify Franchisor immediately in writing if it becomes aware that
any person who is not a licensee of Franchisor is using or infringing upon any of the Marks. Franchisee
may not communicate with any person other than Franchisor and its counsel in connection with any such
use or infringement. Franchisor will have discretion to determine what steps, if any, are to be taken in any
instance of unauthorized use or infringement of any of its Marks and will have complete control of any
litigation or settlement 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 by Franchisor with respect to such
unauthorized use or infringement such as by giving testimony or furnishing documents or other evidence.
Franchisor will be responsible for legal expenses incurred by Franchisor in connection with any litigation
or other legal proceeding involving such third party. Franchisor shall not be liable for any legal expenses
of Franchisee unless (a) pre-approved in writing by Franchisor in its discretion, and (b) the action proceeds
or arises out of Franchisees authorized use of the Marks hereunder.
4.4 Modification, Discontinuance or Substitution. Franchisor reserves the right, if necessary in

Franchisor’s sole judgment, to change the principal Mark(s) of the System on a national or regional basis,
and upon reasonable notice, Franchisee shall at its expense adopt a new principal Mark(s) designated by
Franchisor to identify the Studio. Franchisor shall have no liability or obligation whatsoever with respect
to Franchisee’s change of any Mark.
4.5 Franchisor’s Revenues. Franchisor and its affiliates may offer to sell to Franchisee at a reasonable
profit various goods and services, and reserve the right to receive fees or other consideration in connection
with sales promotion and advertising programs associated with the Marks or from System vendors.

Your Initials: __________ / __________

5. FEES
5.1 Initial Franchise Fee. Franchisee agrees to pay Franchisor an initial franchise fee in the sum of
Sixty Thousand Dollars ($60,000) 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 Royalty 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 of any
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 provision of the Teacher Training Program at the Studio.
5.4 Furniture and Fixture Package and Proprietary Initial Inventory Kit; Pre-Sale Start-Up
Kit and Pre-Sales Phase Expenditures; Studio Management Software.
A. Prior to opening the Studio governed by this Agreement, Franchisee must purchase or
lease: (i) an initial package of (a) Pilates and other exercise equipment that the parties agree and
acknowledge the standard franchise offering assumes and expect Franchisee will acquire via a lease-to-own
or comparable agreement entered into with a third-party provider of such programs, and (b) other furniture,
fixtures and equipment that is designed to provide Franchisee with certain items, as needed in connection
with outfitting, equipping and otherwise building out of the Studio (collectively, the packages described in
subparts (a)-(b) above may, at times, be referred to as the “Furniture, Fixtures and Related Supplies”); and
(ii) opening inventory comprised of certain branded and other inventory that may be resold at the Studio
(the “Initial Inventory Kit”). Over the term of this Agreement, Franchisee will be responsible for (1)
maintaining and/or replacing the items comprising the Furniture and Fixture Package, and (2) maintaining
certain levels of inventory with respect to those items comprising the Initial Inventory Kit, as set forth more
fully in this Agreement.
B. As part of the Initial Inventory Kit, Franchisee will acquire and must utilize certain pre-
sales start-up package materials in coordination with the pre-opening sales plan that Franchisee is required
to commence conducting at least sixty (60) days prior to the opening of the Studio (the “Pre-Sales Phase”).
Franchisee agrees and acknowledges that Franchisee must: (i) develop the foregoing plan in coordination
with the opening support program that Franchisee’s approved supplier conducts in connection with Studio
that is designed to generate prospective Studio clientele and members and otherwise promote the Studio
prior to opening (the “Opening Support Program”); (ii) obtain Franchisor’s prior approval of the plan and
all Pre-Sales Phase activities; and (iii) incur and promptly pay all fees and costs associated with the Opening
Support Program and other Pre-Sales Phase activities as and when such amounts become due.
C. Franchisee further agrees to install at its expense and use the membership accounting, cost
control, point of sale (“POS”) and inventory control systems through 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 this Agreement, Franchisee will also be required to pay Franchisor’s then-current
designated provider for the software that Franchisor prescribes for use in connection with the Studio and
the POS (the “Software Fee”), which may be modified upon reasonable written notice to Franchisee.
5.5 Overview of Training Programs and Fees. The parties agree and acknowledge that: (i)
Franchisee or, if Franchisee is an entity, at least one (1) of Franchisee’s operating principals (an “Operating
Principal”) must complete the “Owner/Operator” Module and Franchisor’s proprietary initial training
program (the “Initial Training Program”), as described more fully in Section 6.3.A below; and (ii) each
instructor that Franchisee engages to provide any of the Approved Services at its Studio must (a) have at
least 450 hours of Pilates instruction and meet certain other standard criteria in the industry to become a
Pilates instructor (the “Instructor Eligibility Criteria”), and (b) complete Franchisor’s proprietary
“Orientation Program” – also known as “Bridge Training Program” – that is designed to provide instructors
with additional guidelines and instruction for providing the Approved Services in accordance with the
System (the “Bridge Training Program”). The following fees are associated with the foregoing training and
any additional training that Franchisor or its designee might provide in connection with the Studio.
A. Initial Training Program. Franchisee will not be required to pay any training fee or tuition
in connection with individuals that attend the Initial Training Program prior to the opening of the Studio,
provided such individuals all attend at the same time. For those individuals that wish to complete the Initial
Training Program at a time other than when Franchisee (or, if applicable, its Operating Principal) attends
the Initial Training Program, Franchisor may charge such individuals its then-current training fee (the
“Training Fee”). Franchisor may also designate a third-party individual that it approves to manage the day-
to-day operations of the Studio (a “Designated Manager”), but any such individual must at least complete
the Owner/Operator Module of the Initial Training Program prior to assuming any management
responsibilities at the Studio (with Franchisee paying the Training Fees associated therewith, if any).
B. Designated Manager; Designated Manager Training Program.
(1) If Franchisee (or one of its operating principals) is not going to be on-site at the
Studio during normal business hours to manage the day to day operations of its Studio, then Franchisee
must appoint an individual to serve as the designated manager of the Studio (“Designated Manager”). If
Franchisee is the owner of multiple open Studios, then Franchisee must ensure that either (a) Franchisee
(or one of its operating principals), or (b) a Designated Manager, is on-site at the Studio during business
hours to manage the day to day operations of each such Studio.
(2) The Designated Manager must attend and complete, to Franchisor’s satisfaction,
the designated manager training program that takes place at Franchisor’s corporate office prior to the
opening of the Studio (the “Designated Manager Training Program”). Franchisee is responsible for all costs
associated with the Designated Manager’s attendance at the training program including, travel, food,
lodging and wage costs. Franchisor does not charge a training fee in connection with such training.
C. Bridge Training Program. Each and every instructor that provides any of the Approved
Services at Franchisee’s Studio must: (i) meet the Instructor Eligibility Requirements; and (ii) subsequently
complete the Bridge Training Program, which may be completed (a) at the Initial Training Program if the
instructor is in attendance (at no additional cost to Franchisee or instructor), or (b) at any time after
Franchisee (or, if appropriate, its Operating Principal or Designated Manager) attends the Initial Training
Program via remote instruction (video or webinar) or, if determined appropriate by the parties, via in-person
instruction at Franchisor’s headquarters or the Studio. There are no training or other fees associated with
the Bridge Training Program other than the costs and expenses, including instructor wages, that Franchisee
will be responsible for in connection with ensuring that its instructors attend and complete such Bridge

Training Program prior to providing any Approved Services at the Studio (whether as part of the Initial
Training Program or otherwise).
D. Teacher Training Program. Franchisee will have the option of providing a full “teacher
training” course to clientele of the Studio which includes both: (i) the instruction necessary to comply with
the Instructor Eligibility Requirements; and (ii) the Bridge Training Program (collectively, the “Teacher
Training Program”). If an individual wishes to attend the Teacher Training Program at the Studio, then: (a)
that individual will pay the then-current System tuition for that Teacher Training Program; and (b) the
tuition fees collected will be remitted to (1) Franchisor for certain materials that it provides in connection
with this training, and (b) the balance of each such tuition funds being remitted to the System owner that
provides the “Master Instructor” that is eligible to provide the Teacher Training Program. In order to
provide the Teacher Training Program at Franchisee’s Studio, Franchisee will need to ensure that such
training will need to be provided by an instructor that (a) meets the Instructor Eligibility Requirements and
has completed the Bridge Training Program, and (b) is otherwise approved by Franchisor as a “Master
Instructor” (the criteria for which will be set forth in the Manual or otherwise in writing by Franchisor).
E. Ongoing/Refresher and Oher Additional Training. Franchisor may provide or request that
Franchisee and certain of its management personnel attend and complete up to five (5) days of
additional/refresher training each year, but Franchisor will not charge Franchisee any Training Fee in
connection with such required training (but Franchisee will be responsible for the costs associated with
attending training at Franchisor’s designated training facility).
F. No Training Fee for Minor, Day-to-Day Assistance. Franchisor will not charge Franchisee
any fees in connection with minor, day-to-day assistance that Franchisor provides remotely over the phone,
via email/fax or other electronic channel of communication, which Franchisee understands and
acknowledges will be provided subject to the availability of Franchisor’s personnel.
G. Costs and Expenses. Franchisee will be required to pay all costs and expenses incurred in
connection with any training that Franchisee or its personnel attends in connection with Studio, including
those costs related to travel, lodging, meals and (if appropriate) wages.
H. Training Fee for Certain Training. Franchisor reserves the right to charge its then-current
training fee in connection with training that (a) Franchisee requests Franchisor provide (other than in
connection with Bridge Training that is provided by Franchisor personnel at Franchisor’s headquarters), or
(b) Franchisor provides on-site at Franchisee’s Studio (“Training Fee”).
5.6 Fund Contribution. Franchisor has established a creative brand development fund to promote the
System, Marks and Franchisor’s brand generally (the “Fund”), Franchisee shall and must contribute up to
two percent (2%) of the Gross Sales of its franchised Studio to this Fund (the “Fund Contribution”),
commencing once the Studio opens for operations. The Fund Contribution will typically be paid in the same
manner and at the same interval that the Royalty Fee is collected (based on the Gross Sales of the Studio
over the immediately preceding reporting period).
5.7 Technology Fee. Franchisor reserves the right to charge Franchisee its then-current and ongoing
technology fee to pay for certain aspects of Franchisee’s computer system and/or software (“Technology
Fee”). Franchisor reserves the right to designate and/or change the amount, scope, or manner of payment
of the Technology Fee, including the party to whom payment is made, at any time upon providing
reasonable written notice to Franchisee. The Technology Fee may be collected by Franchisor at the same
time as the Royalty Fees due hereunder.

5.8 Other Amounts Due in Connection with Franchised Business. Franchisee will also be
responsible for timely payment of any other required fees or amounts necessary to purchase ongoing
marketing materials, inventory, supplies and/or other items from Franchisor, its affiliates or other third-
party suppliers as described in this Agreement.
5.9 Electronic Transfer; Right to Modify Collection Interval.
A. The Royalty Fee, Fund Contribution and any other fees owed to Franchisor or its affiliates,
will be automatically debited from Franchisee’s point-of-sale operating account administered by the
designated supplier of point-of-sale services on a weekly basis throughout the Term, unless Franchisor
provides reasonable written notice that Franchisor is modifying the collection interval (e.g., notifying
Franchisee that Franchisor will be collecting Royalty Fee, Fund Contribution and other recurring amounts
due on a monthly rather than weekly basis, with such monthly fees based on the Gross Sales of the Studio
over the preceding calendar month).
B. All amounts due to Franchisor for the purchase of products, services or otherwise are due
upon receipt of an invoice from Franchisor. Any payment or report not actually received by Franchisor on
or before the due date is overdue.
C. Franchisee agrees 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” (attached as Exhibit 3 to this Agreement) for the purpose of authorizing an electronic
debit, and to submit any information required by Franchisor for such authorization.
D. Franchisee is required to use only the POS system provided by the designated supplier and
will pay the designated provider directly for all fees associated with the use of the designated provider’s
software. Franchisee is not allowed to use an unapproved external terminal to process transactions.
5.10 Interest and Late Charges. Amounts due to Franchisor (except interest on unpaid amounts due)
not paid when due shall bear interest from the date due until paid at the lesser of one and one-half percent
(1.5%) per month, or the highest rate of interest allowed by law. Franchisor may also recover its reasonable
attorneys’ fees, costs and other expenses incurred in collecting amounts owed by Franchisee.

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 Pilates/fitness equipment, reformers, spring boards, chairs 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 deliver to Franchisee specifications and standards for
building, equipment, furnishings, fixtures, surveillance cameras with audio, layout, design and signs
relating to the Authorized Location and shall provide reasonable consultation in connection with the
development of the Studio. Franchisee’s architect must make any layout, design and specifications
provided by Franchisor site-specific. Franchisee agrees to make no changes, alterations or modifications
whatsoever to the selected layout and design without obtaining prior written consent from Franchisor.
6.3 Training-Related Programs and Obligations. Franchisee agrees and acknowledges that the
following training obligations and requirements must be strictly complied with and adhered to at all times
during the Term:
A. Initial Training Program; Designated Manager Training Program.
1. Prior to opening the Studio, Franchisee must ensure that: (i) Franchisee (or, if an
entity, its Operating Principal) completes the owner/operator module of Franchisor’s proprietary Initial
Training Program (the “Owner/Operator Module”), which will typically last three (3) business days at
Franchisor’s corporate headquarters or another training facility Franchisor designates; and (ii) at Franchisee’s
option, one (1) or more individuals that meet the Instructor Eligibility Requirements and that will be
responsible for providing the Approved Services at Studio participate and complete the Bridge Training
Program component of the Initial Training Program.
2. If Franchisee has a Designated Manager as described in Section 5.5(B) of this

Agreement, Franchisee must ensure that such Designated Manager completes the Designated Manager
Training Program, which will typically last three (3) business days at Franchisor’s corporate headquarters or
another training facility Franchisor designates.
3. If any of the individuals described in this Section fail to successfully complete the
applicable training required by this Section before the time Franchisee is required to open the Studio
hereunder, Franchisor may terminate this Agreement.
B. Instructor Training.
(1) Any individual that wishes to provide Pilates instruction or any of the other
Approved Services at the Studio must first (a) demonstrate that he/she has met all Instructor Eligibility
Requirements, and (b) complete the Bridge Training Program (either as part of the Initial Training Program
or at some point thereafter via the instruction materials and test that is part of the System standards and
specifications).. Franchisor may terminate this Agreement upon written notice to Franchisee in the event
Franchisee permits the Approved Services to be provided by any individual that does not meet the criteria in
this Section. If Franchisee fails to comply, Franchisor reserves the right to charge Franchisee its then-current
penalty fee (“Penalty Fee”) for each day that Franchisee permits a non-certified/trained Pilates instructor who
has not completed Franchisor’s required training program to provide Pilates instruction or any of the other
Approved Services at the Studio.
(2) Franchisee may elect to have certain of its initial instructors and any subsequent
instructors that wish to provide the Approved Services at the Studio participate in completing the Bridge
Training Program component of our Initial Training Program remotely via webinar/video instruction, but
Franchisor strongly recommends that at least one (1) of Franchisee’s initial instructors come to the Initial

Training Program with Franchisee (or Franchisee’s Operating Principal, as applicable) and complete the entire
Initial Training Program (including the Bridge Training Program component).
(3) In the event an individual wishes to complete the Bridge Training Program at the
Studio rather than as part of the Initial Training Program, then Franchisee (or its Designated Manager) will be
responsible for accurately grading the test and ensuring that the individual at issue passed the test in
accordance with System standards.
(4) The Studio must have at least one (1) individual that meets the Instructor Eligibility
Requirements and has completed the Bridge Training Program on-site at the Studio at all times when any
Approved Services are being provided.
(5) Once an individual who meets the Instructor Eligibility Requirements has
successfully completed the Bridge Training Program, that individual may assist in the provision of the Bridge
Training Program to other individuals at the Studio in the future (as well as provide the other Approved
Services). It is up to Franchisee whether or not it will charge individuals who meet the Instructor Eligibility
Requirements that wish to obtain the Bridge Training Program, but Franchisee must ensure that Franchisee
does not disclose or otherwise use the Bridge Training Program materials that Franchisor provides (including
the test itself) for any purpose other than the Bridge Training Program that is held on-site at the Studio.
(6) Franchisee must otherwise ensure that: (i) any Bridge Training n Program held at
the Studio is performed in accordance with System standards and specifications; (ii) any individual that
participates in the Bridge Training Program successfully completes that program and passes any test that is
provided in connection with the program; and (iii) no personnel provides Pilates instruction or other Approved
Services at the Studio unless and until such personnel successfully completes the Bridge Training Program
and passes the corresponding test. Franchisee agrees that Franchisor, as part of its right to inspect and audit
the operations of the Franchised Business on an ongoing basis, may require that Franchisee demonstrate that
all required personnel has participated in and successfully completed the Bridge Training Program and
corresponding test.
C. Discretionary On-Site Assistance. Around the time the Studio is opening, Franchisor may
send one (1) or more representatives to the Studio to (i) provide assistance and recommendations regarding
the opening and initial operations of the Studio, and/or (ii) provide additional or refresher training
associated with the Owner/Operator Module and/or the Bridge Training Program, all as Franchisor
determines appropriate in its discretion (collectively, the “Discretionary On-Site Assistance”). In the event
Franchisor notifies Franchisee that it will be providing the Discretionary On-Site Assistance, such
assistance typically lasts one (1) to two (2) days and Franchisee must ensure that Franchisee (or its
Operating Principal) and all other management personnel are in attendance at the Studio during those days.
D. Teacher Training Program and Involvement of Franchisor. Franchisee will be permitted to

provide the Teacher Training Program at the Studio as part of the Approved Services, provided Franchisee
has an individual that meets the Instructor Eligibility Requirements that (a) has completed our Bridge
Training Program, and (b) otherwise meets Franchisor’s then-current criteria to serve as a “Master
Instructor” of the Teacher Training Program (which will be set forth in the Manual or in another written
directive from Franchisor).
(1) The Teacher Training Program typically involves approximately 450 to 500 hours
of instruction, including: (i) certain online “classroom/webinar” training (the “Webinar Training”) that can
be completed remotely (at home, at Franchisee’s Studio, or at another local Studio that is authorized to
provide the Teacher Training Program); and (ii) approximately 40 days of practical, “hands-on” training,
some of which can be completed at home and some of which must be completed at a Studio that is

authorized to provide the Teacher Training Program. The Teacher Training Program also includes the
Bridge Training Program remote orientation materials.
(2) Any individuals that wish to provide Approved Services at the Studio that have not
completed the Instructor Eligibility Requirements will be required to (a) attend and complete the Teacher
Training Program, or (b) otherwise take steps to meet the Instructor Eligibility Requirements and complete
the Bridge Training Program (as described in Section 6.3.B(1) of this Agreement), all before that individual
can provide any Approved Services at the Studio. Any violation of this Section will be grounds for
termination of this Agreement upon written notice by Franchisor.
(3) Franchisee agrees and acknowledges that Franchisor is entitled to and will receive
the amounts described in Section 5.5.C in connection with each individual that attends the Teacher Training
Program at Franchisee’s Studio, which is consideration for the Webinar Training materials and proprietary
content developed therein. This amount, once remitted to Franchisor, is deemed fully earned and is not
refundable under any circumstances.
(4) Franchisee acknowledges that Franchisor’s standard franchise offering assumes

that the initial instructor(s) will already meet the Instructor Eligibility Requirements, but that Franchisor
may permit Franchisee to have one (1) or more instructors complete the Teacher Training Program while
Franchisee is securing an approved premises for, and otherwise developing, the Studio for opening.
Franchisee specifically acknowledges, however, that if Franchisee chooses to take the foregoing action, this
may involve a higher investment than Franchisor’s standard franchise offering described in Item 7 of the
Franchise Disclosure Document that Franchisor timely and properly disclosed to Franchisee prior to this
Agreement being executed (the “FDD”).
E. Ongoing/Refresher Training. Franchisor may provide, and require that Franchisee, as well
as any of its management personnel attend, up to five (5) days of additional training each year at a training
facility that Franchisor designates (without charging Franchisee any Training Fee as described in Section 5.5
of this Agreement). Franchisee may also request that Franchisor provide certain additional or refresher training
to Franchisee, either at one (1) of Franchisor’s designated training facilities or on-site at Franchisee’s Studio,
but Franchisor reserves the right to charge Franchisee its then-current Training Fee based on the number of
days of such training that Franchisor provides at Franchisee’s request.
F. Remedial Training. If Franchisor determines that Franchisee is operating the franchised

business in a manner that is not consistent with the terms of this Agreement or the Manuals, or if Franchisee
is otherwise in material default of this Agreement, Franchisor may also require that Franchisee, its
Designated Manager (if applicable) and/or certain Authorized Instructors of the Studio attend and complete
up to five (5) additional days of training at (a) Franchisor’s designated training facility, (b) the Studio, or
(c) other location Franchisor designates, that is designed to address the default or other non-compliance
issue (the “Remedial Training”). Franchisor may require Franchisee and its designated trainees to pay
Franchisor its then-current Training Fee in connection with attending Remedial Training.
G. Costs and Expenses. Franchisee will be responsible for the costs and expenses associated
with Franchisee and its personnel attending and completing all of the training described in this Section,
including without limitation, any costs related to travel, lodging, meals and (if appropriate)
wages/compensation for personnel.
6.4 Operations Manual. Franchisor will grant Franchisee online access to an electronic version of
the Manual during the term of this Agreement. The Manual is anticipated to codify existing mandatory and
suggested specifications, standards and operating procedures currently prescribed by Franchisor.
Franchisee acknowledges that Franchisor may from time to time revise its Systems as well as the contents

of the Manual, and Franchisee agrees to comply with each new or changed standard and specification upon
notice from Franchisor. The Manual shall remain the sole property of Franchisor and shall be kept
confidential by Franchisee both during the Term of this Agreement and subsequent to the termination,
expiration, or non-renewal of this Agreement. If Franchisee, intentionally or otherwise through its gross
negligence, compromises the secure access to the online version of the Manual (or any hard copy of the
Manual), including, but not limited to, allowing unauthorized users access to the Manual and its confidential
contents, Franchisee will be required to pay Franchisor liquidated damages in the amount of $10,000, to
compensate Franchisor for the breach and related damage to the System.
6.5 Continuing Services. Franchisor shall provide such continuing advisory assistance and
information to Franchisee in the development and operation of the Studio as Franchisor deems advisable in
its discretion. Such assistance may be provided, in Franchisor’s discretion, by Franchisor’s directives,
System bulletins, meetings and 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
products, including, but not limited to, Pilates fitness equipment and gear, and other materials and supplies
used in the operation of the Studio. Franchisor, or an affiliate of Franchisor, may be a designated or
approved supplier of certain equipment, gear, merchandise, apparel and supplies.
6.7 Pricing. Club Pilates has developed an image that is based in part on affordable prices for Pilates
classes offered by the System. To promote a consistent consumer experience, and to maximize the value
of the products and services Studios offer, Franchisor may require fixed minimum prices for any products
or services offered by the System and Franchisee. Franchisee is obligated to use the pricing required by
Franchisor, unless Franchisor consents to changes in local pricing offered by Franchisee in order to (i) allow
Franchisee to respond to unique, local, marketing conditions, competition, or expenses; or (ii) comply with
changes or interpretations in 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 pricing structure.
6.8 Fund. As detailed in Section 9.1 of this Agreement, the Fund is currently maintained and
administered by Franchisor with the assistance of the marketing fund committee (“MFC”) to meet the costs
of conducting regional and national advertising and promotional activities (including the cost of advertising
campaigns, test marketing, marketing surveys, public relations activities and marketing materials) which
Franchisor and the MFC deem beneficial to the System.
6.9 Approving Pre-Opening Support Program. Franchisor and/or its approved provider will provide
Franchisee with advice and consultation with respect to establishing a pre-opening sales plan that
Franchisee must: (i) prepare in connection with its own business advisors and Franchisor, and (ii) get
approved by Franchisor prior to implementing as part of Franchisee’s pre-opening support program
designed to (i) generate initial clientele for the Studio prior to its opening, and (ii) otherwise market and
promote the Studio (the “Pre-Opening Support Program”). The components of Franchisee’s Pre-Opening
Support Program must be approved by Franchisor prior to implementation, including the relevant timelines
for certain pre-opening sales and marketing activities.

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 recognizes that the System will evolve. The fitness industry must respond to
new fads, new forms of exercise, new equipment and new training techniques. The System must change to
meet customer demands. Franchisee further understands that Pilates 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 Pilates/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 of Franchisee.
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 Club Pilates 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 may be required to use one (1) of the designated retail real estate attorneys listed in the
Manual, or otherwise communicated to Franchisee, to review and negotiate the lease for the Studio.

Franchisee must submit the lease for the Studio to Franchisor for its written consent before Franchisee
executes the lease for the Authorized Location. Franchisor will not withhold consent arbitrarily; however,
any lease must contain substantially the following provisions: (1) “The leased premises will be used only
for the operation of a Club Pilates Franchise;” (2) “The employees of Franchisor will have the right to enter
the leased premises to make any modifications necessary to protect the System and proprietary marks
thereof;” (3) “Lessee agrees that Lessor may, upon request of Franchisor disclose to said Franchisor all
reports, information or data in Lessor’s possession with respect to sales made in, upon or from the leased
premises;” and (4) a conditional assignment clause to be contained in a lease rider in a form approved by
Franchisor, which shall provide that Franchisor (or its designee) may, upon termination, expiration, non-
renewal or proposed assignment of this Agreement, at Franchisor’s sole option, take an assignment of
Franchisee’s interest thereunder, without the consent of the Lessor or property owner, without liability for
accrued obligations, payment of additional consideration or increase in rent, and at any time thereafter,
reassign the lease to a new franchisee. Franchisor’s execution of this Agreement is conditioned upon the
above-referenced lease addendum in the form attached hereto, as Exhibit 5 (“Lease Addendum”), which
shall be signed by Franchisee and attached and made part of the lease for the Studio. Franchisee
acknowledges that it has been advised to have any lease reviewed by Franchisee’s own legal counsel.
7.3 Unit Development. Franchisee agrees that after obtaining possession of the Authorized Location,
Franchisee will promptly, at Franchisee’s sole expense:
A. Obtain any standard plans and/or specifications from Franchisor;
B. Employ a qualified licensed architect, as required by state or local codes, to prepare all
drawings, designs, plans and specifications for the Studio, and submit same to Franchisor for review and
approval prior to commencing construction;
C. Complete the construction or remodeling of the Studio in full and strict compliance with
plans and specifications approved by Franchisor, and in compliance with all applicable ordinances, building
codes and permit requirements;
D. Purchase or lease, in accordance with Franchisor’s standards and specifications, all fitness
equipment, fixtures, inventory, supplies and signs required for the Studio;
E. 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 six (6)
months after the date that Franchisor accepts this Agreement.
7.4 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 laws and 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 Disabilities Act, and all other requirements that may be prescribed by any federal, state or
local governmental agency. Franchisee further acknowledges and agrees that Franchisee is, and will
continue to be at all times during the Term, solely responsible for all employment decisions and to comply
with all state, federal, and local hiring laws and functions of the Studio, including without limitation, those
related to hiring, firing, training, wage and hour requirements, compensation, promotion, record-keeping,
supervision, and discipline of employees, paid or unpaid, full or part-time. Franchisee’s employees must be
competent, conscientious, and properly trained. Franchisee acknowledges that nothing in this Agreement

shall, or may be construed to, create any type of employer or joint employer relationship between (a)
Franchisee or any of Franchisee’s personnel, and (b) Franchisor in any matter.

with each 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 Club Pilates 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. Franchisee acknowledges that nothing in this Section or Agreement shall, or may

be construed to, create any type of employer or joint employer relationship between (a) Franchisee or any
of Franchisee’s personnel, and (b) Franchisor in any matter.
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 (1) to sell or offer for sale only the services or products that have
been expressly approved for sale by Franchisor; (2) to sell or offer for sale all services and products required
by Franchisor; (3) not to deviate from Franchisor’s standards and specifications; and (4) to discontinue
selling and offering for sale any services or products that Franchisor may, in its discretion, disapprove at
any time. Franchisor shall supply Franchisee with a list of suppliers from which Franchisee is required to
purchase fitness equipment, Pilates items, products or services for the Studio. Franchisor may change this
list from time to time, and upon notification to Franchisee, Franchisee shall only purchase fitness
equipment, Pilates items, products or services from approved suppliers as specified on the changed list.
Franchisor, or an affiliate of Franchisor, may be a designated or approved supplier of certain equipment,
gear, merchandise, apparel and supplies. Franchisee agrees to keep the Studio and fitness equipment in
clean condition, with all equipment well-maintained and operational, and be able at all times during
business hours to provide members with all services and products specified by Franchisor.
B. Required Use of Approved Suppliers. Franchisee agrees that all exercise equipment must
be purchased exclusively from approved suppliers, must be maintained according to manufacturer or
Franchisor specifications, as applicable; and (ii) Franchisee must, if required by Franchisor as a condition
to site selection approval, use real estate attorney from the panel recommended by Franchisor to review and
negotiate the lease for the Studio.
C. No Deviation or Supplement with Regards to Approved Services and/or Related

Methodology. Franchisee and those it employs must teach Club Pilates classes exactly as specified in the
Manual and in other training materials provided by Franchisor. Franchisee agrees not to add any exercises,
stretches, choreography, or positions that are not approved by Franchisor, and Franchisee agrees not to
leave out any exercises, stretches, choreography, or positions that are required by Franchisor.
D. Non-Approved Services, Products or Suppliers. If Franchisee proposes to offer for sale any
products, classes or services that have not been approved by Franchisor, Franchisee shall first notify
Franchisor in writing and submit sufficient information, specifications and samples concerning such
product, classes and/or supplier and/or service for a determination by the Franchisor whether such product,
classes or supplier of service complies with the Franchisor’s specifications and standards and/or whether
such supplier meets the Franchisor’s approved supplier criteria. Franchisor shall, within ninety (90) days,
notify Franchisee in writing whether or not such proposed product, class and/or supplier or service is
approved, as determined in Franchisor’s discretion. Franchisor reserves the right to charge Franchisee
reasonable costs in connection with Franchisor’s review, evaluation and approval of alternative suppliers.
These charges may include reimbursement for travel, accommodations, meal expenses, and personnel
wages. Franchisor may from time to time prescribe procedures for the submission of requests for approved
products and/or suppliers or services and obligations that approved suppliers must assume (which may be
incorporated in a written agreement to be executed by approved suppliers). Franchisor reserves the right to
revoke its approval of a previously authorized supplier, product, class or service when Franchisor
determines in its discretion that such supplier, product, class or service is not meeting the specifications and
standards established by Franchisor. If Franchisor modifies its list of approved products, classes and/or
suppliers and/or services, Franchisee shall not, after receipt in writing of such modification, reorder any
product or utilize any supplier, product, class or service that is no longer approved.

E. Franchisor Rights. Franchisee acknowledges and agrees that Franchisor is (or may at any
time in future become) an approved or designated supplier for certain Pilates/fitness equipment, other
equipment, products, logo items, signage and artwork; that Franchisor may derive income from the sale of
such items, and that the price charged by Franchisor may reflect an ordinary and reasonable profit consistent
with a business of the kind that produces and/or supplies such items. Franchisee acknowledges and agrees
that Franchisor may sell products and services to members located anywhere, even if such products and
services are similar to what Franchisor sells to Franchisee and what Franchisee offers at the Studio.
Franchisor may use the internet or alternative channels of commerce to sell Club Pilates brand products and
services. Franchisee may only sell the products and services from the Studio’s approved location, and may
only use the internet or alternative channels of commerce to offer or sell the products and services, as
permitted by Franchisor, in order to register members for classes. Nothing in the foregoing shall prohibit
Franchisee from obtaining members over the Internet provided Franchisee’s internet presence and content
comply with the requirements of this Agreement.
F. Advertising Outside Designated Territory. Unless Franchisor agrees otherwise, Franchisee

may not actively solicit potential members or customers, or otherwise promote the Franchised Business
through any targeted advertising/marketing, outside of the Designated Territory. Nothing in this Agreement,
however, shall prohibit Franchisee from servicing members and other customers that contact Franchisee or
the Studio, regardless of where those members/customers reside or work.
G. No Unauthorized Sales of Certain Items. Unless Franchisor directs or agrees otherwise in

writing, Franchisee agrees not to sell vitamins, supplements or other nutritional products or food items,
including bottled water, at the Studio.
H. Penalty Fee. Franchisor reserves the right to charge its then-current per day Penalty Fee
for each day Franchisee offers or sells unauthorized products or services from the Studio.
8.5 Compliance with Laws. Franchisee agrees to comply with all federal, state and local laws, rules,
and regulations and shall as soon as practicable, but in any event prior to the opening for business of the
Studio, obtain all municipal and state permits, certificates or licenses necessary to operate the Studio and
shall file and publish, if required by applicable law, a certificate of doing business (whether under a
fictitious name or otherwise). 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 that are specific to
the operation of a health/fitness studio. For example, some states require that health/fitness facilities have
a staff person available during all hours of operation 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 and/or other first aid equipment on the premises. Franchisee shall
operate and maintain the Studio in strict compliance with all employment laws, building codes, fire and
safety codes, environmental laws, Occupational Safety and Health Administration laws, health and safety
laws, sanitation laws, Americans with Disabilities Act and any other requirements that may be prescribed
by any federal, state or local governmental agency. Franchisee agrees to immediately provide Franchisor
with a copy of any notice received by Franchisee from any state, local or governmental agency pertaining
to compliance with any codes or requirements, or the failure to comply with any 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, are not acting, directly or indirectly, for or on behalf of any person, group, entity
or nation named by any Executive Order or the United States Treasury Department as a terrorist, “Specially
Designated National and Blocked Person,” or other banned or blocked person, entity, nation or transaction
pursuant to any law, order, rule or regulation that is enforced or administered by the Office of Foreign
Assets Control. Franchisee hereby agrees to defend, indemnify and hold harmless Franchisor from and

against any and all claims, damages, losses, risks, liabilities and expenses (including attorneys’ fees and
costs) arising from or related to any breach of the certifications set forth in this paragraph.
8.6 Operational Efforts. Franchisee may appoint a Designated Manager to assist in the direct, day-
to-day, supervision of the operations of the Studio, provided that Designated Manager successfully
completes the Designated Manager Training Program prior to commencing any management
responsibilities at the Studio. Franchisee agrees to keep Franchisor advised, in writing, of any manager and
all teachers involved in the operation of the franchised business and their contact information. Franchisee
agrees to keep the Studio open for the hours stated in the Manual and as deemed appropriate by Franchisor.
If Franchisee does not have a Designated Manager, then Franchisee (or its Operating Principal, as
applicable) must be on-site at the Studio during normal business hours to manage day to day operations.
8.7 Good Standing. Franchisee will be considered in “Good Standing” if Franchisee is not in default
of any obligation to Franchisor or any of Franchisor’s affiliates, whether arising under this Agreement or
any other agreement between Franchisee and Franchisor (or any of Franchisor’s affiliates), the Manual or
other System requirements.
8.8 Performance Standards. Franchisee and Franchisor have a shared interest in the Studio
performing at or above the System Standards. Franchisor would not have entered into this franchise
relationship if Franchisor had anticipated that Franchisee would not meet these Performance Standards.
A. System Standards. Franchisor may choose, in its sole discretion, to evaluate the Studio for
compliance with the System Standards using various methods (including, but not limited to, inspections,
field service visits, surveillance camera monitoring, member comments/surveys, and secret shopper
reports.) Franchisee must meet minimum standards for cleanliness, equipment condition, repair and
function, and customer 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 achieve and maintain average monthly gross revenues of $30,000 by the 1st year anniversary of the
opening of the Studio and average monthly gross revenues of $40,000 by the end of the 2nd 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.

with each of its sub-sections.
Your Initials: __________ / __________
9. ADVERTISING AND MARKETING
9.1 Fund.
A. Franchisee will be required to pay the appropriate Fund Contribution to Franchisor as

described in Section 5.6 of this Agreement. In the event Franchisor increases the Fund Contribution from

what it is as of the date this Agreement is signed, Franchisor will provide at least sixty (60) days’ written
notice of such increase in the Fund Contribution.
B. The Fund is administered by Franchisor with the assistance and advice provided by the
Fund Committee (the “MFC”) pursuant to a charter agreement among Franchisor and the members of the
MFC, which serves in an advisory capacity only. Under the current charter, which is subject to change,
Franchisor franchisees elect two (2) members to the MFC to serve for a one-year term corresponding to the
calendar year and Franchisor selects two (2) members to serve for a one-year term corresponding to the
calendar year. The 4-member MFC will, by a majority vote, assist us in determining the selection and
placement of regional and national advertising. Each MFC member has one vote. If the MFC is
deadlocked, our President will break the deadlock with the deciding vote, which shall be binding. The Fund
is maintained and operated by Franchisor with the assistance of the MFC to meet the costs of conducting
regional and national advertising and promotional activities which are deemed most beneficial to the
System.
C. The MFC shall represent Franchisee and advise Franchisor with regard to all 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.
The MFC will be purely advisory in nature and will have no operational or ultimate decision-making
authority. You agree 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; formulating,
developing and implementing advertising and promotional campaigns; 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; supporting public relations, market research and other advertising, promotional and
marketing activities; the reasonable costs of administering the Fund, including accounting expenses and the
actual costs of salaries and fringe benefits paid to our employees engaged in administration of the Fund
and/or creation, development and/or placement of any creative and/or implementation of any campaigns
associated with the same. A brief statement regarding the availability of Club Pilates franchises 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 and/or any Franchisor-Related Persons/Entities can provide goods, services,

materials, etc. (including administrative services and/or “in-house advertising agency” services) and be
compensated and/or reimbursed for the same by the Fund, provided that any such compensation must be
reasonable in amount. Franchisor can arrange for goods, services, materials, etc. (including administrative
services) to be provided by independent persons/companies and all related costs, fees, etc. will be paid by
the Fund.
F. The Fund will be accounted for separately from Franchisor’s other funds and Franchisor
will not use the Fund for its general operating expenses. All taxes of any kind incurred in connection with
or related to the Fund, its activities, contributions to the Fund and/or any other Fund aspect, whether
imposed on Franchisor, the Fund or any other related party, will be the sole responsibility of the Fund.
Franchisor will not be required to audit the Fund, but will provide an annual accounting of the Fund at the

written request of Franchisee 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 be subject to the restrictions
of the relevant Franchise Agreement(s).
G. You acknowledge that the Fund Contributions are intended to maximize general public
recognition of and the acceptance of the Intellectual Property for the benefit of the System as a whole.
Notwithstanding the foregoing, Franchisor undertakes no obligation, in administering the Fund
Contributions to make expenditures for you that are equivalent or proportionate to your contribution, or to
insure that any particular Club Pilates business benefits directly or pro rata from advertising or promotion
conducted with the Fund Contributions.
H. 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.
I. In the event Franchisor or any Affiliate of Franchisor owns and operates a Studio utilizing
the System, these “company-owned” Studios will contribute to the Fund on the same basis that franchised
Studios in the System are required to contribute.
9.2 Initial Marketing Spend; Local Marketing Activities.
A. Initial Marketing Spend. Franchisee must spend a minimum of $15,000 (“the “Initial
Marketing Spend”) in connection with the pre-opening sales and marketing activities set forth in connection
with (i) Franchisee’s approved Opening Support Program, and (ii) other marketing and promotional
activities that Franchisor approves or designates. Franchisor may also require that Franchisee expend all or
any portion of the Initial Marketing Spend on initial marketing/advertising and/or public relations materials
or services that are purchased from an Approved Supplier.
B. Local Advertising Requirement. Franchisee is responsible for local advertising and

marketing activities to attract members to the Studio. Franchisee must expend at least $1,500 per month on
approved local advertising and marketing activities designed to promote the Studio within the Designated
Territory. Upon Franchisor’s written 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. Advertising Standards. Franchisee’s advertising will be in good taste and conform to

ethical and legal standards and our requirements. Franchisor may require Franchisee to submit samples of
all advertising and promotional materials (and any use of the Marks and/or other forms of commercial
identification) for any media, including the Internet, World Wide Web 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. Approval. Franchisor must approve any form of co-branding, or advertising with other
brands, products or services, in writing, in advance.
E. Franchisee must also expend all required amounts that Franchisor prescribes or otherwise
approves as part of Franchisee’s Pre-Sales Phase plan, including any amounts due Franchisor’s approved
supplier for the Opening Support Program.
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, LinkedIn 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 Club Pilates 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.

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(s) 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 (a) the audit is conducted because of
a failure by Franchisee to furnish reports, supporting records or other required information or to furnish the
reports and information on a timely basis, or (b) the audit otherwise reveals an underreporting of two percent
(2%) or more by Franchisee, then 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 acquire a computer for use in the operation of
the Studio. Franchisee agrees to record all of its receipts, expenses, invoices, member lists, class and
employee schedules and other business information promptly in the computer system and use the software
that Franchisor specifies or otherwise approves. Franchisor reserves the right to change the computer
system, and the accounting, business operations, customer service and other software at any time. Data,
including names, addresses, contact information, and credit card or payment information of members of the
Studio will be captured on the required software, and will become the joint property of Franchisee and
Franchisor during the Term of this Agreement. Franchisee will provide Franchisor with any passwords
necessary to access the business information for the Studio that is stored on the required software and
online. Franchisor may use such information to communicate directly to the members of the Studio, and
to provide updates, information, newsletters, and special offers to the members. Franchisee must upgrade
and maintain the computer system and software in the Studio, as required by Franchisor from time to time,
and pay any fees associated with such upgrades. Upon expiration or termination of this Agreement,
Franchisee shall have no further access or rights to the member information and Franchisor shall be the sole
owner of such information.
10.4 Insurance.
A. Prior to opening the Studio for business and throughout the entire term of this Agreement,
Franchisee will keep in force at Franchisee’s own expense and by advance payment of the premium, the
following insurance coverages:
(1) Workers’ Compensation and Employer’s Liability Insurance as well as such other
insurance, with statutory limits, as required by law in the jurisdiction where the franchised business is
located. Employers Liability or “Stop Gap” insurance, with limits of not less than $1,000,000 each accident;
(2) Commercial General Liability Insurance, Occurrence form, including a per

location or project aggregate, with the following coverages: owners and contractors protective liability,
broad form property damage, contractual liability, severability of interest clause; personal and advertising
injury; and products/completed operations; medical payments and fire damage liability; insuring Franchisee
and Franchisor against all claims, suits, obligations, liabilities and damages, including attorneys’ fees, based
upon or arising out of actual or alleged personal injuries or property damage resulting from or occurring in
the course of, or on or about or otherwise relating to the Franchised Business including general aggregate
coverage in the following limits:
Required Coverage Minimum Limits of Coverage

General Aggregate $5,000,000
Products/Completed Operations Aggregate $5,000,000
Personal and Advertising Injury $1,000,000
Each Occurrence $1,000,000
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 RISK” or special form property coverage of no less than current
replacement cost of the Studio’s equipment, fixtures and leasehold improvements (tenant improvements)

sufficient in the amount to restore the Studio to full operations. Glass coverage no less than a limit of
$25,000 and sign coverage no less than a limit of $10,000 in addition to equipment, fixtures and leasehold
improvements;
(4) Business interruption insurance with coverage for at least twelve (12) months for
actual losses. (For purposes of this Agreement, “Gross Sales” shall include any proceeds received by
Franchisee in connection with a “business interruption” insurance claim);
(5) Auto Liability (Hired and Non-owned autos) with a $1,000,000 Combined Single
Limit Each Accident for Bodily Injury and Property Damage, if Franchisee utilizes a vehicle in connection
with the operation of the Studio; and
(6) Employment Practices Liability with a limit no less than $1,000,000 per claim and
$1,000,000 aggregate per location. The retention may not exceed $25,000.
B. All insurance policies must be written by an insurance company licensed in the state in
which Franchisee operates its Studio. The insurance company must have at least an “A” Rating
Classification as indicated in A.M. Best’s Key Rating Guide. Franchisor, as well as its parent and
subsidiaries/affiliates, shall be included as Additional Insured’s on Studio’s Commercial General Liability
policy.
C. Franchisor reserves the right, from time to time, in its discretion, to upgrade the insurance
requirements or lower the required amounts as to policy limits, deductibles, scope of coverage, or rating of
carriers in response to current industry standards, market conditions and/or 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. Franchisor reserves the right to designate, or require pre-approval of, the provider of any
insurance required in connection with the Studio.
E. Franchisee’s obligation to obtain and maintain insurance shall not be limited by reason of
any insurance that may be maintained by Franchisor nor relieve Franchisee of liability under the indemnity
provisions set forth in this Agreement. All insurance policies and coverage must name Franchisor as an
additional insured, waive any subrogation rights or other rights to assert a claim back against Franchisor
and shall contain a clause 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 of coverage
at least annually. Failure to obtain or the lapse of any of the required insurance coverage shall be grounds
for the immediate termination of this Agreement pursuant to Section 15.1, and Franchisee agrees that any
losses, claims or causes of action arising after the lapse of or termination of insurance coverage will be the
sole responsibility of Franchisee and that Franchisee will hold Franchisor harmless from all such losses,
claims and/or causes of action. In addition, but not to the exclusion of the foregoing remedy, if Franchisee
fails to procure or maintain the required insurance, Franchisor shall have the right and authority, but not the
obligation, to procure immediately the insurance and Franchisee shall reimburse Franchisor for the cost of
the insurance plus reasonable expenses immediately upon written notice. Franchisee is required to submit
to Franchisor a copy of a Certificate of Insurance, with Franchisor as an additional insured, showing
compliance with the foregoing requirements at least thirty (30) days before Franchisee commences
operation of the Studio. Franchisor shall have a security interest in all insurance proceeds to the extent
Franchisee has any outstanding obligations to Franchisor.

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 action including
exhibiting a notice to that effect in such content, form and place as Franchisor may specify. It is further
specifically agreed that Franchisee is not an affiliate of Franchisor and that neither party shall have authority
to act for the other in any manner to create any obligations or indebtedness that would be binding upon the
other party. Neither party shall be in any way responsible for any acts and/or omissions of the other, its
agents, servants or employees and no representation to anyone will be made by either party that would
create an implied or apparent agency or other similar relationship by and between the parties.
11.2 Indemnification. Franchisee, as a material part of the consideration to be rendered to Franchisor,

agrees to indemnify, defend and hold Franchisor, as well as Franchisor’s directors, officers,
principals/owners, managers, shareholders, affiliates, subsidiaries, employees, servants, agents, successors
and assignees (collectively, the “Indemnitees”), harmless from and against any and all losses, damage,
claims, demands, liabilities and causes of actions of every kind or character and nature, as well as costs and
expenses incident thereto (including reasonable attorneys’ fees and court costs), that are brought against
any of the Indemnitees (collectively, the “Claims”) that arise out of or are otherwise related to Franchisee’s
(a) breach or attempted breach of, or misrepresentation under, this Agreement or in connection with the
offer/sale of the Studio prior to the execution of this Agreement, (b) ownership, construction, development,
management, or operation of the Studio in any manner; and/or (c) gross negligence or intentional
misconduct. Notwithstanding the foregoing, at Franchisor’s option, Franchisor may choose to engage
counsel and defend against any such Claim and may require immediate reimbursement from the Franchisee
of all expenses and fees incurred in connection with such defense.

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 a Club Pilates
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 learn 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. If Franchisee at any time conducts, owns, consults with, is
employed by or otherwise assists a similar or competitive business to that franchised 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 of the Studio developed by or on behalf of Franchisee that relates to or enhances the Club Pilates
Operating System, or any aspect of Franchisor’s business, shall be the sole property of Franchisor, and
Franchisee shall promptly notify Franchisor and shall provide Franchisor with all necessary information
and execute all necessary documents to memorialize said ownership, or, if necessary, Franchisee’s
assignment of such ownership to Franchisor, without compensation. Franchisee acknowledges that
Franchisor may utilize or disclose such information to other Franchisees.
12.2 No Other Interests. Franchisee further acknowledges that Franchisor would be unable to protect
its Confidential Information against unauthorized use or disclosure and would be unable to encourage a
free exchange of ideas and information among Club Pilates franchisees if its franchisees were permitted to
hold an interest in other fitness or Pilates Studio businesses and otherwise to compete with Franchisor.
Therefore, during the term of this Agreement, Franchisee must comply with the competitive covenant
provisions of Article 13 herein.
12.3 Injunctive Relief. Franchisee expressly agrees that the existence of any claims it may have against
Franchisor, whether or not arising out of this Agreement, shall not constitute a defense to the enforcement
of this Article 12. Franchisee acknowledges and agrees that any failure to comply with the requirements
of this Article 12 will cause Franchisor irreparable injury for which no adequate remedy at law is available,
and Franchisee accordingly agrees that Franchisor shall be entitled to injunctive relief as specified in
Section 16.2 herein to enforce the terms of this 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 Article 12. The foregoing remedies shall be in addition to any other remedies
Franchisor may have under this Agreement or applicable law.

Your Initials: __________ / __________

13. COVENANTS NOT TO COMPETE
13.1 Non-Competition Covenants of Franchisee.
A. During the 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 fitness or exercise business, any fitness or exercise marketing or consulting business,
any business offering products of a similar nature to those of the Studio, or in any business or entity which
franchises, licenses or otherwise grants to others the right to operate such aforementioned businesses
(“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 Activities. 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 of Franchisee,
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 location where Franchisor can demonstrate it has offered or sold
franchises as of the date this Agreement is terminated or expires.
(2) Prohibition on Competing Businesses. For two (2) years after the expiration,
termination or non-renewal (by Franchisor or by Franchisee for any reason) of this Agreement or after
Franchisee has assigned its interest in this Agreement, the Restricted Parties shall not own, maintain, engage
in, be employed as an officer, director, or principal of, lend money to, extend credit to, lease/sublease space
to, or have any interest in or involvement with, any other Competing Business: (i) at the Authorized
Location; or (ii) within a ten (10) mile radius of (a) the Authorized Location, or (b) any other Franchised
Studio or Corporate Studio that is open, under lease or otherwise under development as of the date this
Agreement expires or is terminated.
13.2 Non-Solicitation Covenants.
A. During the Term of this Agreement. Franchisee represents and warrants that it will not: (i)
divert or seek to divert customers from another Studio or System franchisee; or (ii) employ or seek to
employ any person employed by Franchisor or by any other franchisee of Franchisor, or otherwise directly
or indirectly induce or seek to induce such person to leave his or her employment during the term of this
Agreement (subject to applicable laws), without first obtaining the consent of Franchisor or any other
franchisee of Franchisor. Instructors and sales staff may work at more than one Studio. Franchisee
acknowledges that Franchisor has the right to offer to sell or to sell a System franchise to any employee of
Franchisee.
B. After the Term of this Agreement. For two (2) years after the expiration, termination or non-
renewal (by Franchisor or by Franchisee for any reason) of this Agreement or after Franchisee has assigned
its interest in this Agreement, the Restricted Parties shall not (i) solicit business from customers of
Franchisee’s former Studio, (ii) contact any of Franchisor’s suppliers or vendors for any competitive

business purpose, or (iii) subject and to the extent permitted by applicable law where the Studio and/or
employee at issue are located, 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 claims it may have against Franchisor,
whether or not arising out of this Agreement, shall not constitute a defense to the enforcement of the
covenants in this Article 13. Franchisee acknowledges and agrees that in view of the nature of the System
and the business of Franchisor, the restrictions contained in this Article 13 are reasonable and necessary to
protect the legitimate interests of the System and Franchisor. Franchisee further acknowledges and agrees
that Franchisee’s violation of the terms of this Article 13 will cause irreparable injury to Franchisor for
which no adequate remedy at law is available, and Franchisee accordingly agrees that Franchisor shall be
entitled to preliminary and permanent injunctive relief and damages, as well as, an equitable accounting of
all earnings, profits, and other benefits arising 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 with the issuance of any preliminary or provisional
relief. Franchisee shall pay all costs and expenses, including, without limitation, reasonable attorneys’ fees,
incurred by Franchisor in connection with the enforcement of this Article 13. If Franchisee violates any
restriction contained in this Article 13, and it is necessary for Franchisor to seek equitable relief, the
restrictions contained herein shall remain in effect until two (2) years after such relief is granted. If
Franchisee contests the enforcement of Article 13 and enforcement is delayed pending litigation, and if
Franchisor prevails, the period of non-competition shall be extended for an additional period equal to the
period of time that enforcement of this Article 13 is delayed.
B. Franchisee agrees that the provisions of this covenant not to compete are reasonable. If,
however, any court should find this Article 13 or any portion of this Article 13 to be unenforceable and/or
unreasonable, the court is authorized and directed to reduce the scope or duration (or both) of the
provision(s) in issue to the extent necessary to render it enforceable and/or reasonable and to enforce the
provision so revised.
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 shall 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 shall be null 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 17.5 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, except in those cases set forth at the end of this Section where
only an administrative fee is charged; (2) Franchisee signs a prescribed form of general release in favor of
Franchisor and related parties; (3) at Franchisor’s option, transferee (and, if appropriate, it owners) must
(a) execute Franchisor’s then-current form of franchise agreement that will then govern the balance of the
term of this Agreement, or (b) enter into a form of assignment and consent to transfer whereby transferee
(and, if appropriate, its owners) agree to assume all of Franchisee’s obligations and covenants under this
Agreement; (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 Instructor prior to reopening, and/or resuming
the provision of Approved Services at, the Studio. Instead of the standard transfer fee, Franchisee must pay
an administrative fee at the time of proposing any transfer or assignment amounting to (a) $500 if
Franchisee is an individual (or individuals) and the transfer is from Franchisee to an entity that is wholly
owned by such individual(s), or (b) $1,500 if the transfer is from Franchisee to an immediate family
member.
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 of all issued and outstanding stock of the transferee
corporation or all 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 of Franchisee. In the event of the death or disability of Franchisee, if an
individual, or of a stockholder of a corporate Franchisee, or of a partner of a 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 of Franchisee 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 shall 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. Franchisee may not relocate the Studio from the Authorized Location without
Franchisor’s prior written approval, which Franchisor may provide in its sole discretion. Franchisee agrees
and acknowledges that: (i) it must pay Franchisor a $5,000 relocation fee at the time Franchisee makes any
relocation request; and (ii) Franchisor is not likely to approve any relocation request unless (a) due to
extreme circumstances that are beyond Franchisee’s control, and (b) Franchisee is in full compliance with
this Agreement.
14.6 Transfer by 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 by 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 or 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 set forth below.
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 of record for thirty (30) days or longer; or if Franchisee is a corporation, limited liability
company or partnership, Franchisee is dissolved;
(4) Franchisee voluntarily or otherwise abandons the Studio. For purposes of this
Agreement, the term “abandon” means: (i) failure to actively operate the Studio for more than two (2)
business days without Franchisor’s prior written consent; or (ii) any other conduct on the part of Franchisee

or its principals that Franchisor determines indicates a desire or intent to discontinue operating the 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 to a felony or other crime or offense that adversely affect the reputation
of the System or the goodwill associated with the Marks;
(6) Franchisee makes an unauthorized direct or indirect transfer or attempted or

purported transfer of this Agreement, or makes an unauthorized direct or indirect transfer or attempted or
purported transfer of an ownership interest in the Franchise, or fails or refuses to transfer the Franchise or
the interest in the Franchise of a deceased or disabled controlling owner thereof as required;
(7) Franchisee falsifies any financial reports or records required to be provided by

Franchisee to Franchisor under this Agreement;
(8) Franchisee’s: (i) disclosure, utilization, or duplication of any portion of the System,
the Manual or other proprietary or Confidential Information relating to the Studio that is contrary to the
provisions of this Agreement; or (ii) material misuse of the Marks in any manner not expressly authorized
by Franchisor;
(9) Franchisee violates any health or safety law, ordinance or regulation or operates
the Studio in a manner that presents a health or safety hazard to its members or to the public;
(10) Franchisee fails to obtain lawful possession of an acceptable location and to open
for business as a franchised Studio within six (6) months after this Agreement is accepted by Franchisor,
unless Franchisor agrees otherwise 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 Article
13 herein; or
(13) Franchisee permits the offer or sale of products and services other than the
Approved Services at the Studio in violation of the terms of this Agreement on two (2) or more occasions
in any 24-month period, regardless of whether Franchisee subsequently cured the prior default(s); or
(13) Franchisee, after curing a default pursuant to Section 15.1B herein, commits the
same act of default again within any twelve (12) consecutive month period whether or not such default is
cured after notice thereof is delivered to Franchisee, or if Franchisee received three (3) or more default
notices from Franchisor within any twelve (12) consecutive monthly period whether or not such defaults
were related to the same problem or were cured after notice thereof was delivered to Franchisee.
B. Termination with Notice. In addition to the provisions of Section 15.1A, if Franchisee

shall be in default under the terms of this Agreement and the default shall not be cured or remedied (to
Franchisor’s satisfaction) within thirty (30) days after receipt of written notice from Franchisor (or 10 days’
prior notice in the event of a default that is described in Subsections (6), (7) or (8) below), in addition to all
other remedies available to Franchisor at law or in equity, Franchisor may immediately terminate this
Agreement. If any such default is not cured within the specified cure period, this Agreement shall terminate
without further notice to Franchisee effective immediately upon expiration of the cure period. Franchisee

shall be in default, and each of the following shall constitute good cause for termination under this
Agreement:
(1) Failure, refusal or neglect by Franchisee to obtain Franchisor’s prior written

approval or consent any time such approval or consent is required by this Agreement;
(2) Franchisee’s failure to comply with any provision of this Agreement that does not
otherwise provide for immediate termination, or Franchisee’s bad faith in carrying out the terms of this
Agreement;
(3) Failure by Franchisee to maintain books and financial records for the Studio
suitable for proper financial audit or failure by Franchisee to permit Franchisor to carry out its rights to
conduct an inspection or audit as provided in this Agreement or failure by Franchisee to submit as required
by this Agreement all reports, records and information of the Club Pilates franchised business;
(4) Franchisee, or if Franchisee has elected not to directly supervise “on-premises” the
day-to-day Studio operations, then Franchisee’s management employee, fails to complete, to Franchisor’s
satisfaction, 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 unable to obtain adequate financing to cover all costs
of developing, opening and operating the Studio;
(6) Franchisee fails to pay when due any amounts owing to any person or entity in
connection with the construction, leasing, financing, operation or supply of the Studio;
(7) Franchisee closes any bank account without completing all of the following after
such closing: (i) immediately notifying Franchisor in writing, (ii) immediately establishing another bank
account, and (iii) executing and delivering to Franchisor all documents necessary for Franchisor to begin
and continue making withdrawals from such bank account by electronic funds transfer as Exhibit 2 to this
Agreement permits;
(8) Franchisee fails to maintain or suffers cancellation of any insurance coverage

required under this Agreement;
(9) Franchisee allows classes to be taught or training to be conducted by teachers who

have not successfully completed the Club Pilates Teacher Training Program or our Bridge Training
Program;
(10) Any transfer or attempted transfer by Franchisee or any partner, member or

shareholder in Franchisee of any rights or obligations under this Agreement to any third party without the
prior written consent of Franchisor;
(11) Franchisee offers in conjunction with the operation of the Studio products or
services that have not been approved by Franchisor;
(12) Franchisee fails to abide by the pertinent marketing and advertising requirements
and procedures and participate in marketing programs for the business as established by Franchisor;
(13) Franchisee fails to comply with the Performance Standards as set forth in the
provisions of this Agreement, as prescribed by Franchisor, or in the Manual, including, but not limited to,

the Minimum Monthly Gross Revenue Quota for a period of 36 consecutive months, System Standards for
cleanliness, customer service, equipment maintenance, and any other System Standards which effect or
enhance the member experience at the Studio; or
(14) Franchisee fails to (a) utilize Franchisor’s then-current approved supplier to

provide the Opening Support Program, (b) actively engage in the Pre-Sale Phase activities set forth in the
plan that Franchisor and/or its Approved Supplier approves in connection with the Opening Support
Program, and/or (c) fails to timely acquire the Pre-Sale Start-Up Kit or expend the required minimum
amounts that Franchisor prescribes in connection with the Pre-Sale Phase and other pre-opening activities
designed to promote the Studio consistent with the terms of this Agreement.
15.2 Cross-Default. If there are now, or hereafter shall be, other franchise agreements or any other
agreements in effect between Franchisee and Franchisor and/or any of Franchisor’s affiliates, a default by
Franchisee under the terms and conditions of this or any other such agreement, shall at the option of
Franchisor, constitute a default under all such agreements.
15.3 Obligations of Franchisee upon Termination, Expiration or Non-Renewal. Immediately upon

termination, expiration or non-renewal of this Agreement for any reason:
A. All rights, privileges and licenses granted by Franchisor to Franchisee shall immediately
cease and be null and void and of no further force and effect, and all such rights, privileges and licenses
shall immediately revert to Franchisor;
B. Franchisee shall cease to be an authorized Club Pilates franchise owner, and shall
immediately, at its own expense, remove all signs, obliterate or remove all letterheads, labels or any other
item or form of identification that would in any way link or associate Franchisee, its goods and/or services
with Franchisor, and shall immediately cease to use, in any manner, the Marks, System and any other
copyrighted information or materials or any confidential information Franchisee obtained as a result of the
franchise granted to Franchisee;
C. Franchisee shall immediately terminate all advertising and promotional efforts and any
other act that would in any way indicate that Franchisee is or was ever an authorized Club Pilates franchisee;
D. Franchisee shall cancel any assumed name of Franchisee or equivalent registration that
contains any Proprietary Mark, and Franchisee shall furnish Franchisor with evidence satisfactory to
Franchisor of compliance with this obligation within five (5) days after termination, expiration or non-
renewal of this Agreement;
E. 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 Franchisor’s
rights in and to the Marks, and further agrees not to use any trade dress or designation of origin or
description or representation that falsely suggests or represents an association or connection with
Franchisor;
F. Franchisee shall pay all sums owing to Franchisor and its approved suppliers for
outstanding amounts owed under the Franchise Agreement and otherwise in connection with the Studio. In
the event of termination for any default of Franchisee, such sums shall include all damages, costs and
expenses, including reasonable legal fees, incurred by Franchisor as a result of the default;

G. Franchisee shall comply with the covenants set forth in Articles 12 and 13 of this
Agreement; and
H. Franchisee shall, at Franchisor’s option, assign to Franchisor any interest that Franchisee
has in any lease for the premises of the Studio;
I. Franchisor shall have the option, exercisable by giving written notice thereof within thirty
(30) days from the date of such termination, expiration or non-renewal to purchase any and all equipment,
furniture, fixtures, signs, sundries and supplies owned by Franchisee and used in the Studio, at the lesser of
(i) Franchisee’s 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, Franchisor shall have the option to assume Franchisee’s lease for the lease location of the
Studio, or if an assignment is prohibited, a sublease for the full remaining term on the same terms and
conditions as Franchisee’s lease. No value will be attributed to the value of the Marks or the System or to
the assignment of the lease (or sublease) for the premises or the assignment of any other assets used in
conjunction with the Studio, and Franchisor will not be required to pay any separate consideration for any
such assignment or sublease.
If the parties cannot agree on fair market value within thirty (30) days of Franchisor’s
notice of intent to purchase, fair market value shall be determined by an experienced, professional and
impartial third party appraiser without regard to goodwill or going concern value, designated by Franchisor
and acceptable to Franchisee, whose determination shall be final and binding on both parties. The cost of
such appraisal shall be borne equally by Franchisor and Franchisee. If the parties cannot agree upon an
appraiser one shall be appointed by the American Arbitration Association, upon petition of either party.
Franchisor shall have the right to withhold from the purchase price funds sufficient to pay
all outstanding debts and liabilities of Franchisee and the Studio and to pay such debts and liabilities from
such funds.
J. Termination, expiration or non-renewal of this Agreement shall not affect, modify or

discharge any claims, rights, causes of action or remedies, which Franchisor may have against Franchisee,
whether under this Agreement or otherwise, for any reason whatsoever, whether such claims or rights arise
before or after termination.
15.4 Franchisor’s Rights and Remedies in Addition to Termination.
A. If Franchisee shall be in default in the performance of any of its obligations or breach any
term or condition of this Agreement, in addition to Franchisor’s right to terminate this Agreement, and
without limiting any other rights or remedies to which Franchisor may be entitled at law or in equity,
Franchisor may, at its election, immediately or at any time thereafter, and without notice to Franchisee cure
such default for the account of and on behalf of Franchisee including, without limitation, entering upon and
taking possession of the Studio and to taking in the name of Franchisee, all other actions necessary to effect
the provisions of this Agreement and any such entry or other action shall not be deemed a trespass or other
illegal act, and Franchisor shall not be liable in any manner to Franchisee for so doing, and Franchisee shall
pay the entire cost thereof to Franchisor on demand, including reasonable compensation to Franchisor for
the management of the Studio.
B. As an alternative to Franchisor’s exercising its rights under Section 15.5A, above, and only
in the event of a premature termination of this Agreement, Franchisee shall pay Franchisor liquidated
damages in an amount equal to: (i) the sum of the royalties paid to Franchisor over the greater of (A) the

36 calendar months wherein the franchised Studio was actively operating proceeding the termination date,
or (B) if Franchisee’s Studio has not been actively operating for 36 months then the months that Studio has
had active in-Studio operations; or (ii) if Franchisee has failed to develop and open the franchised Studio,
36 times the average royalty fee paid to Franchisor by System franchisees with actively operating franchised
Studios over the 12-month period preceding the termination; provided, however exercise of this right shall
not preclude Franchisor’s right to seek injunctive relief as outlined in Section 16.5. Franchisee’s payment
to Franchisor would not be a penalty for breaching this Franchise Agreement, but rather a reasonable
estimate of the losses Franchisor would incur in the event of the closure of Franchisee’s franchised business.
Should Franchisor elect to enforce its right to liquidated damages under this Section, Franchisee’s
obligation to pay such damages would be in addition to Franchisee’s obligations to (i) pay all amounts still
owed to Franchisor, and (ii) adhere to Franchisee’s other post-termination obligations. Franchisor’s right
to payment of liquidated damages would be in addition to all other post-termination remedies available to
Franchisor under the law.

Your Initials: __________ / __________
16. RESOLUTION OF DISPUTES
16.1 Governing Law. This 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: (i) any disputes or
actions involving any non-competition covenants set forth in this Agreement or any other Franchise
Agreement, including the interpretation and enforcement thereof, shall be governed by the law of the state
where the Studio is located; and (ii) any franchise-specific or franchise-applicable laws of California,
including those related to pre-sale disclosure and the franchise relationship generally, will not apply to this
Agreement or franchise awarded hereunder unless the awarding of said franchise meets all jurisdictional
and other requirements to specifically fall within the scope of such California laws, regulations or statutes
without reference to and independent of any reference to this choice of law provision.
16.2 Internal Dispute Resolution. Franchisee must first bring any claim or dispute between Franchisee
and Franchisor to Franchisor’s management and make every effort to resolve the dispute internally.
Franchisee must exhaust this internal dispute resolution procedure before Franchisee may bring
Franchisee’s dispute before a third party. This agreement to first attempt resolution of disputes internally
shall survive termination or expiration of this Agreement.
16.3 Mediation. At Franchisor’s option, all claims or disputes between Franchisee and Franchisor (or
its affiliates) arising out of, or in any way relating to, this Agreement or any other agreement by and between
Franchisee and Franchisor (or its affiliates), or any of the parties’ respective rights and obligations arising
from such agreement, which are not first resolved through the internal dispute resolution procedure set forth
in Section 16.1 above, will be submitted first to mediation to take place at Franchisor’s then-current
corporate 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, Franchisee must submit a notice to
Franchisor, which specifies, in detail, the precise nature and grounds of such claim or dispute. Franchisor
will have a period of thirty (30) days following receipt of such notice within which to notify Franchisee as
to whether Franchisor or its affiliates elects to exercise its option to submit such claim or dispute to
mediation. Franchisee may not commence any action against Franchisor 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
dispute to mediation, or such mediation proceedings have been terminated either: (i) as the result of a written

declaration of the mediator(s) that further mediation efforts are not worthwhile; or (ii) as a result of a written
declaration by Franchisor. Franchisor’s rights to mediation, as set forth herein, may be specifically enforced
by Franchisor. Each party will bear its own cost of mediation and Franchisor 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 mediate a controversy, dispute, or claim
through mediation if such controversy, dispute, or claim concerns an allegation that a party has violated (or
threatens to violate, or poses an imminent risk of violating): (a) any federally protected intellectual property
rights in the Marks, the System, or in any Confidential Information or other confidential information; (b)
any of the restrictive covenants contained in this Agreement; and (c) any of Franchisee’s payment
obligations under this Agreement.
16.4 Mandatory Binding Arbitration. Except as provided in Section 16.5 of this Agreement,
Franchisee and Franchisor agree that any claim, dispute, suit, action, controversy, or proceeding of any type
whatsoever including any claim for equitable relief and/or where either party is acting as a “private attorney
general,” suing pursuant to a statutory claim or otherwise, between or involving Franchisee and Franchisor
on whatever theory and/or 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 all rights to any court proceeding, except
as expressly provided in Section 16.5 below;
B. All Claims shall be submitted to and resolved by binding arbitration that will take place at
Franchisor’s headquarters or other location that Franchisor designates in Orange County, California, before
and in accordance with the arbitration rules of the American Arbitration Association. Judgment upon the
award rendered by the arbitrator shall be entered in any Court having jurisdiction thereof.
C. Franchisor and Franchisee agree that any arbitration between Franchisor and Franchisee
shall be of Franchisee’s individual claim and that the claim subject to arbitration shall not be arbitrated on
a class-wide basis.
D. This arbitration provision shall be deemed to be self-executing, and in the event either party
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 Franchisee 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 involving this Agreement or the Studio generally, including all
demands, other filings 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 Other Proceedings (Right to Injunctive Relief). Franchisee acknowledges and agrees that
irreparable harm could be caused to Franchisor by Franchisee’s violation of certain provisions of this
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)
Franchisee’s use of the Marks and Confidential Information (including any proprietary software used in
connection with the Studio); (ii) the in-term covenant not to compete, as well as any other violations of the
restrictive covenants set forth in this Agreement; (iii) Franchisee’s obligations 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 enforcement

of the Franchisor’s rights with respect to confidentiality under this Agreement; and (vi) the prohibition of
any act or omission by Franchisee or its employees that constitutes a violation of applicable law, threatens
Franchisor’s franchise system or threatens other franchisees of Franchisor. Franchisee’s only remedy if
such an injunction is entered will be the dissolution of the injunction, if appropriate, and Franchisee waives
all damage claims if the injunction is wrongfully issued.
16.6 Choice of Forum.
A. Franchisee acknowledges and agrees that this Agreement is entered into in California and
that, except for those actions described in Section 16.5 above, any action brought by either party against
the other for the purpose of enforcing the terms and provisions of this Agreement (provided such action is
not subject to the arbitration proceeding pursuant to the terms of this Agreement or applicable law) shall be
instituted solely in a state or federal court having subject matter jurisdiction thereof only in California in
the judicial district in which Franchisor has its principal place of business and in no other court and that
Franchisee irrevocably waives any objection Franchisee may have to the exclusive jurisdiction or the
exclusive venue of such court.
B. If Franchisee institutes any arbitration or other legal proceedings in any venue or other
court other than those specified, Franchisee shall assume all of Franchisor’s costs in connection therewith,
including, without limitation, reasonable attorney fees regardless of the outcome of such arbitration or legal
proceedings.
C. Franchisee acknowledges that Franchisor may bring an action in any other court of
competent jurisdiction to seek and obtain injunctive relief as set forth in Section 16.5 above, including to
enforce Franchisee’s non-compete obligations hereunder.
16.7 Waiver of Punitive Damages. Franchisee 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 profits) against Franchisor arising out of any cause whatsoever (whether
such cause be based in contract, negligence, strict liability, other tort or otherwise) and agrees that in the
event of a dispute, that Franchisee’s recovery is limited to actual damages. If any other term of this
Agreement is found or determined to be unconscionable or unenforceable for any reason, the foregoing
provisions shall continue in full force and effect, including, without limitation, the waiver of any right to
claim any consequential damages. Nothing in this Section or any other provision of this Agreement shall
be construed to prevent Franchisor from claiming and obtaining expectation or consequential damages,
including lost future royalties for the balance of the term of this Agreement if it is terminated due to
Franchisee’s default, which the parties agree and acknowledge Franchisor may claim under this Agreement.
16.8 WAIVER OF JURY TRIAL. THE PARTIES HEREBY AGREE TO WAIVE TRIAL BY JURY
IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER AT LAW OR EQUITY,
REGARDLESS OF WHICH PARTY BRINGS SUIT. THIS WAIVER SHALL APPLY TO ANY
MATTER WHATSOEVER BETWEEN THE PARTIES HERETO WHICH ARISES OUT OF OR IS
RELATED IN ANY WAY TO THIS AGREEMENT, THE PERFORMANCE OF EITHER PARTY,
AND/OR FRANCHISEE’S PURCHASE FROM FRANCHISOR OF THE FRANCHISE AND/OR ANY
GOODS OR SERVICES.
16.9 WAIVER OF CLASS ACTIONS. THE PARTIES AGREE THAT ALL PROCEEDINGS
ARISING OUT OF OR RELATED TO THIS AGREEMENT, OR THE SALE OF THE FRANCHISED
BUSINESS, WILL BE CONDUCTED ON AN INDIVIDUAL, NOT A CLASS-WIDE BASIS, AND
THAT ANY PROCEEDING BETWEEN FRANCHISEE, FRANCHISEE’S GUARANTORS AND

FRANCHISOR OR ITS AFFILIATES/OFFICERS/EMPLOYEES MAY NOT BE CONSOLIDATED
WITH ANY OTHER PROCEEDING BETWEEN FRANCHISOR AND ANY OTHER THIRD PARTY.
16.10 Attorneys’ Fees and Costs.
A. If legal action or arbitration is necessary to enforce the terms and conditions of this Agreement,
the prevailing party shall be entitled to recover reasonable compensation for preparation, investigation,
court costs, arbitration costs (if applicable) and reasonable attorneys’ fees, from the non-prevailing party as
fixed by an arbitrator or court of competent jurisdiction.
B. Separate and distinct from the right of a prevailing party to recover expenses, costs and
fees in connection with any legal proceeding or arbitration, the prevailing party shall also be entitled to
receive all expenses, costs and reasonable attorneys’ fees incurred in connection with the enforcement of
any arbitration award or judgment entered. Furthermore, the right to recover post-arbitration award and
post-judgment expenses, costs and attorneys’ fees shall be severable and shall survive any award or
judgment and shall not be deemed merged into such judgment.
C. Apart from the obligations above in this Section 16.10, Franchisee agrees and
acknowledges that it will be responsible for the legal fees and other costs that Franchisor incurs in
connection with certain modifications that Franchisor agrees to make to the Franchise Agreement, including
without limitation, modifications made to address the following situations: (i) relocation; or (ii) any other
amendment to extend a given performance deadline of Franchisee, modify the territory awarded hereunder,
or otherwise modify, amend or supplement this Agreement in any way at the request of Franchisee or as
necessary for Franchisee to avoid this Agreement being in default or subject to termination. Franchisor may
set forth flat fee amounts designed to help defray the costs associated with addressing certain of the
foregoing situations in the context of this Agreement or any other agreement with Franchisor, whether in
the Manuals or otherwise in a writing distributed to System franchisees.
16.11 No Withholding of Payments. Franchisee shall not withhold all or any part of any payment to
Franchisor or any of its affiliates on the grounds of Franchisor’s alleged nonperformance or as an offset
against any amount Franchisor or any of Franchisor’s affiliates allegedly may owe Franchisee under this
Agreement or any related agreements.
16.12 Limitation of Actions. Franchisee further agrees that no cause of action arising out of or under this
Agreement may be maintained by Franchisee against Franchisor unless brought before the expiration of
one (1) year after the act, transaction or occurrence upon which such action is based or the expiration of
one year after the Franchisee becomes aware, or should have become aware after reasonable investigation,
of facts or circumstances reasonably indicating that Franchisee may have a claim against Franchisor
hereunder, whichever occurs sooner, and that any action not brought within this period shall be barred as a
claim, counterclaim, defense, or set-off. Franchisee hereby waives the right to obtain any remedy based on
alleged fraud, misrepresentation, or deceit by Franchisor, including, without limitation, rescission of this
Agreement, in any mediation, judicial, or other adjudicatory proceeding arising hereunder, except upon a
ground 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.
16.13 Third Party Beneficiaries. Franchisor’s officers, directors, shareholders, agents and/or employees
are express third-party beneficiaries of the provisions of this Agreement, including the dispute resolution
provisions 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.

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 shall 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 of Franchisor 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
shall 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 of Franchisor or the Club Pilates 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:
17877 Von Karman Ave., Suite 100
Irvine, CA 92614
Attention: Shaun Grove
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 of a Contracting Party on any Nonparty Affiliate,

whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego,
domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or
otherwise; and (b) each Contracting Party disclaims any reliance upon any Nonparty Affiliates with to the
performance of this Agreement or any representation or warranty made in, in connection with, or as an
inducement to this Agreement. Nothing herein is intended to prevent a Contracting Party from pursuing
any distinct legal rights it may have against a Nonparty Affiliate which arise from a separate document,
such as a guaranty of performance, personal guaranty, corporate guaranty or similar agreement.
Notwithstanding any other provision of this Agreement which limits the right of prospective Third Party
Beneficiaries, any Nonparty Affiliate may rely on this provision and enforce it against any Contracting
Party or other Person or entity.

Your Initials: __________ / ________
18. ACKNOWLEDGMENTS
18.1 THE SUBMISSION OF THIS AGREEMENT DOES NOT CONSTITUTE AN OFFER AND
THIS AGREEMENT SHALL BECOME EFFECTIVE ONLY UPON THE EXECUTION HEREOF BY
THE FRANCHISOR AND THE FRANCHISEE. THE DATE OF EXECUTION BY THE FRANCHISOR
SHALL BE CONSIDERED TO BE THE DATE OF EXECUTION OF THIS AGREEMENT.
18.2 THIS AGREEMENT SHALL NOT BE BINDING ON THE FRANCHISOR UNLESS AND
UNTIL IT SHALL HAVE BEEN ACCEPTED AND SIGNED BY AN AUTHORIZED OFFICER OF
THE FRANCHISOR.
18.3 FRANCHISEE ACKNOWLEDGES THAT IT RECEIVED A COMPLETE COPY OF THIS

AGREEMENT FOR A PERIOD NOT LESS THAN FOURTEEN (14) CALENDAR DAYS, 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 THAT THE BUSINESS VENTURE
CONTEMPLATED BY THIS AGREEMENT INVOLVES BUSINESS RISKS, AND THAT ITS
SUCCESS WILL BE LARGELY DEPENDENT UPON THE ABILITY OF THE FRANCHISEE AS AN
INDEPENDENT BUSINESSPERSON. FRANCHISOR EXPRESSLY DISCLAIMS THE MAKING OF,
AND FRANCHISEE ACKNOWLEDGES THAT IT HAS NOT RECEIVED, ANY WARRANTY OR
GUARANTEE, EXPRESS OR IMPLIED, THAT FRANCHISEE WILL BE SUCCESSFUL IN THIS
VENTURE OR THAT THE BUSINESS WILL ATTAIN ANY LEVEL OF SALES VOLUME, PROFITS,
OR SUCCESS. FRANCHISEE ACKNOWLEDGES THAT THIS AGREEMENT, THE FRANCHISE
DISCLOSURE DOCUMENT (“FDD”), AND THE EXHIBITS HERETO CONSTITUTE THE ENTIRE
AGREEMENT OF THE PARTIES. THIS AGREEMENT TERMINATES AND SUPERSEDES ANY
PRIOR AGREEMENT BETWEEN THE PARTIES CONCERNING THE SAME SUBJECT MATTER.
FRANCHISEE REPRESENTS, WARRANTS AND ACKNOWLEDGES THAT IT HAS NOT RELIED
ON ANY INFORMATION NOT SPECIFICALLY DISCLOSED IN THE FDD IN MAKING ITS
DETERMINATION TO ENTER INTO THIS AGREEMENT.
18.4 FRANCHISEE AGREES AND ACKNOWLEDGES THAT FULFILLMENT OF ANY AND

ALL OF FRANCHISOR’S OBLIGATIONS WRITTEN IN THIS AGREEMENT OR BASED ON ANY
ORAL COMMUNICATIONS WHICH MAY BE RULED TO BE BINDING IN A COURT OF LAW
SHALL BE FRANCHISOR’S SOLE RESPONSIBILITY AND NONE OF FRANCHISOR’S AGENTS,
REPRESENTATIVES, NOR ANY INDIVIDUALS ASSOCIATED WITH FRANCHISOR’S

FRANCHISE COMPANY SHALL BE PERSONALLY LIABLE TO FRANCHISEE FOR ANY
REASON. THIS IS AN IMPORTANT PART OF THIS AGREEMENT. FRANCHISEE AGREES THAT
NOTHING THAT FRANCHISEE BELIEVES FRANCHISEE HAS BEEN TOLD BY FRANCHISOR
OR FRANCHISOR’S REPRESENTATIVES SHALL BE BINDING UNLESS IT IS WRITTEN IN THIS
AGREEMENT. THIS IS AN 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 Club Pilates 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.
[THE REST OF THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK

SIGNATURES ON THE FOLLOWING PAGE]

“FRANCHISOR” “FRANCHISEE”
If Franchisee is an individual:
By:_________________________ Signature:_______________________
Date: __________________________
Title: _______________________
Signature: _______________________
Accepted: ___________________ Date: __________________________
[Signatures continued on next page.]
If Franchisee is a corporation or other entity:
_______________________________
[Name of Franchisee]
By: ____________________________
Title: __________________________
Date: __________________________
By: ____________________________
Title: __________________________
Date: __________________________

EXHIBIT 1 TO
CLUB PILATES FRANCHISE AGREEMENT
AUTHORIZED LOCATION ADDENDUM
This Addendum is made to the Club Pilates Franchise Agreement (the “Franchise Agreement”) between Club
Pilates Franchise, LLC (“Franchisor”), and ________________________ (“Franchisee”), dated
__________________, 20__.
1. Preservation of Agreement. 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.
2. Authorized Location. The parties hereto agree that the Authorized Location referred to in Section 1.3
of the 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: ______________________________
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 Club Pilates Franchise, LLC. (“Franchisor”), and
_____________________________ or their assignee, if a partnership, corporation or limited liability company is
later formed (“Franchisee").
Whereas, Franchisor and Franchisee are parties to a Club Pilates 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 of this 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 if Franchisee closes any bank account without completing all of the following forthwith after such
closing: (1) 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
ELECTRONIC DEBIT AUTHORIZATION

[SAMPLE – MAY OBTAIN INFORMATION IN DIFFERENT MANNER]
FRANCHISOR: Club Pilates Franchise, LLC
FRANCHISOR ID NUMBER: ___________________________
The undersigned hereby authorizes Club Pilates 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): SIGNATURE(S):
_____________________________ __________________________
___________________________ _________________________

EXHIBIT 4 TO THE
GUARANTEE, INDEMNIFICATION AND ACKNOWLEDGEMENT
For value received, and in consideration for, and as an inducement to Club Pilates Franchise, LLC (the
"Franchisor") to execute the Club Pilates Franchise Agreement (the "Franchise Agreement"), of even date
herewith, by and between Franchisor and ______________________ or his assignee, if a partnership, corporation
or limited liability company is later formed (the "Franchisee"), _____________________________ (the
“Guarantor(s)”), jointly and severally, hereby unconditionally guarantee to Franchisor and its successors and
assigns the full and timely performance by Franchisee of each obligation undertaken by Franchisee under the
terms of the Franchise Agreement, including all of Franchisee’s monetary obligations arising under or by virtue
of the Franchise Agreement.
Upon demand by Franchisor, Guarantor(s) will immediately make each payment required of Franchisee under the
Franchise Agreement. Guarantor(s) hereby waive any right to require Franchisor to: (a) proceed against
Franchisee for any payment required under the Franchise Agreement; (b) proceed against or exhaust any security
from Franchisee; or (c) pursue or exhaust any remedy, including any legal or equitable relief, against Franchisee.
Without affecting the obligations of Guarantor(s) under this Guarantee, Indemnification and Acknowledgment,
Franchisor may, without notice to Guarantor(s), extend, modify, or release any indebtedness or obligation of
Franchisee, or settle, adjust or compromise any claims against Franchisee.
Guarantor(s) waive notice of amendment of the Franchise Agreement and notice of demand for payment
by Franchisee, and agree to be bound by any and all such amendments and changes to the Franchise
Agreement.
Guarantor(s) hereby agree to defend, indemnify and hold Franchisor harmless against any and all losses, damages,
liabilities, costs, and expenses (including, without limitation, reasonable attorneys’ fees, reasonable costs of
investigations, court costs, and arbitration fees and expenses) resulting from, consisting of, or arising out of or in
connection with any failure by Franchisee to perform any obligation of Franchisee under the Franchise Agreement,
any amendment, or any other agreement executed by Franchisee referred to therein.
Guarantor(s) hereby acknowledge and agree to be individually bound by all obligations and covenants of
Franchisee contained in the Franchise Agreement, including those related to non-competition and confidentiality.
This Guarantee shall terminate upon the expiration or termination of the Franchise Agreement, except that all
obligations and liabilities of Guarantor(s) that arise from events that occurred on or before the effective date of
such termination shall remain in full force and effect until satisfied or discharged by Guarantor(s), and all
covenants that by their terms continue in force after termination or expiration of the Franchise Agreement shall
remain in force according to their terms. Upon the death of an individual Guarantor, the estate of such Guarantor
will be bound by this Guarantee, but only for defaults and obligations existing at the time of death, and the
obligations of the other Guarantor(s) will continue in full force and effect.
The validity of this Guarantee and the obligations of Guarantor(s) hereunder shall in no way be terminated,
restricted, diminished, affected or impaired by reason of any action that Franchisor might take or be forced to take
against Franchisee, or by reason of any waiver or failure to enforce any of the rights or remedies reserved to
Franchisor in the Franchise Agreement or otherwise.
The use of the 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.

This Guarantee is to be performed in Orange County, California and shall be governed by and construed in
accordance with the laws of the State of California. Notwithstanding the foregoing, the undersigned specifically
agree and acknowledge that any claims, causes of action or disputes arising out of or related to Franchisee’s or
any of Guarantor’s covenants not to compete (set forth in the Franchise Agreement and now incorporated by
reference as if fully set forth in this Guaranty), including the interpretation, validity and enforcement thereof, shall
be governed by the laws where the Studio` is located. Guarantor(s) specifically agree that the provision of the
Franchise Agreement related to dispute resolution (internal dispute resolution, non-binding mediation and
arbitration), injunctive relief, waivers, attorneys’ fees and other enforcement of the Franchise Agreement shall
apply equally with respect to all claims or causes of action arising out of or related to this Guaranty in any manner
(including the interpretation thereof). Franchisor and Guarantor(s) agree that any dispute under this Guarantee
shall be resolved by arbitration as set forth in the Franchise Agreement (subject to the exceptions described
therein).
In connection therewith, each of the undersigned hereby appoints the Secretary of State for the State of California
as his agent for service of process to receive summons issued by the court in connection with any such litigation.
Franchisor and Guarantor(s) agree that any dispute under this Guarantee shall be resolved by arbitration pursuant
to Article 16 of the Franchise Agreement (except as otherwise provided in Article 16 of the Franchise Agreement).
IN WITNESS WHEREOF, each of the undersigned has signed this Guarantee as of the date of the Franchise
Agreement.
WITNESS: GUARANTOR(S)
__________________________ By: _____________________
__________________________
By: _____________________

EXHIBIT 5 TO THE
ADDENDUM TO LEASE
This Addendum to Lease (this "Addendum") modifies and supplements that certain lease dated
_________________________ and entered into by Tenant and Landlord concerning the Location at
__________________________________________________________(the "Lease").
Landlord and Tenant, intending that Club Pilates Franchise, LLC, a Delaware limited liability company,
("Franchisor") (and its successors and assigns) be a third-party beneficiary of this Addendum, agree as follows:
(1) Tenant may display the trademarks, service marks and other commercial symbols owned by
Franchisor and used to identify the service and/or products offered at the Studio, including the name "Club
Pilates," the Studio design and image developed and owned by Franchisor, as it currently exists and as it may be
revised and further developed by Franchisor from time to time, and certain associated logos in accordance with
the specifications required by the Club Pilates Manual, subject only to the provisions of applicable law and in
accordance with provisions in the Lease no less favorable than those applied to other tenants of Landlord;
(2) Tenant shall not, and the 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’s prior written consent;
(3) Landlord shall concurrently provide Franchisor with a copy of any written default notice sent to
Tenant and thereupon grant Franchisor the right (but not the obligation) to cure any deficiency or default under
the Lease, should Tenant fail to do so, within five (5) days after the expiration of the period in which Tenant may
cure the default;
(4) The Premises shall be used only for the operation of a Club Pilates Studio;
(5) Tenant may, without Landlord’s consent (but subject to providing Landlord with written notice
thereof), at any time assign this Lease or sublease the whole or any part of the Premises to Franchisor or any
successor, subsidiary or affiliate of Franchisor;
(6) In the event of an assignment of the Lease to Franchisor as described in (6) above, Franchisor
may further assign this Lease, subject to Landlord’s consent, such consent not to be unreasonably withheld based
on the remaining obligations of assignee under the Lease, to a duly authorized franchisee of Franchisor, and
thereupon Franchisor shall be released from all further liability under the Lease;
(7) Until changed by Franchisor, notice to Franchisor shall be sent as follows:

17877 Von Karman Ave, Suite 100
Irvine, CA 92614
Attn: Shaun Grove
(8) 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

2021 Franchise Disclosure Document – Exhibits
LIST OF STATE ADMINISTRATORS AND AGENTS FOR SERVICE OF PROCESS
CALIFORNIA ILLINOIS
Commissioner of Financial Protection and Innovation 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-111
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 of Securities 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 of Securities
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 of Securities
200 St. Paul Place
Baltimore, Maryland 21202-2020
Tel: (410) 576-6360

NORTH DAKOTA
MICHIGAN (for service of process)
(for service of process) North Dakota Securities Commissioner
Michigan Department of Consumer and Industry Services North Dakota Securities Department
Bureau of Commercial Services 600 East Boulevard, 5th Floor
Corporations Division Bismarck, North Dakota 58505-0510
PO Box 30054
Lansing, Michigan 48909 (state agency)
Tel: (517) 241-6470 North Dakota Securities Department
600 East Boulevard, 5th Floor
MICHIGAN Bismarck, North Dakota 58505-0510
(state agency) Tel: (701) 328-2910
Department of the Attorney General
Consumer Protection Division OREGON
Antitrust and Franchise Section Director, Department of Consumer &
670 Law Building Business Services
Lansing, MI 48913 Division of Finance & Corporate Securities
Tel: (517) 373-7117 Labor and Industries Building
Salem, Oregon 97310
MINNESOTA Tel: (503) 378-4140
Commissioner of Commerce Fax: (503) 947-7862
85 Seventh Place East, Suite 280 Email: [email protected]
St. Paul, MN 55101-2198
Tel: (651) 539-1600 RHODE ISLAND
Director
NEBRASKA Securities Division
Gene Schenkelberg, Securities Analyst Department of Business Regulation,
Department of Banking & Finance Building 69, First Floor
1200 N. Street, Suite 311 John O. Pastore Center
P.O. Box 95006 1511 Pontiac Avenue,
Lincoln, Nebraska 68509 Cranston, Rhode Island 02920
Tel: (402) 417-3445 Tel: (401) 462 9582
NEW YORK SOUTH DAKOTA

(for service of process) Division of Insurance
New York Department of State Securities Regulation
One Commerce Plaza, 124 S. Euclid, Suite 104
99 Washington Avenue, 6th Floor Pierre, South Dakota 57501
Albany, NY 12231-0001 (605) 773-4823
(518) 473-2492
TEXAS
NEW YORK Statutory Document Section
(state agency) Secretary of State
NYS Department of Law 1719 Brazos
Investor Protection Bureau Austin, Texas 78701
28 Liberty Street, 21st Floor Attn: Dorothy Wilson
New York, NY 10005 Tel: (512) 475-1769
(212) 416-8236

UTAH WASHINGTON
Director, Division of Consumer Protection (state agency)
Utah Dept. of Commerce Administrator
160 East Three Hundred South Department of Financial 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 of Financial 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 of Financial Institutions
Securities Division
150 Israel Road SW
Tumwater, Washington 98501

Exhibit C
FINANCIAL STATEMENTS

Club Pilates
Franchise, LLC
Financial Statements as of and for the Years Ended December 31, 2020 and 2019 and
Independent Auditors’ Report
Table of Contents
Independent Auditors’ Report 1

Balance Sheets 3
Statements of Operations 4
Statements of Changes to Member’s Equity 5
Statements of Cash Flows 6
Notes to Financial Statements 7
i

INDEPENDENT AUDITORS’ REPORT
To the Board of Directors and Member of
Club Pilates Franchise, LLC:
We have audited the accompanying financial statements of Club Pilates Franchise, LLC (the “Company”),
which comprise the balance sheets as of December 31, 2020 and 2019, and the related statements of
operations, changes to member’s equity, and cash flows for the years then ended, and the related notes
to the financial statements.
Management’s Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements 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 statements that are free from material misstatement, whether due to fraud or
error.
Auditors’ Responsibility
Our responsibility is to express an opinion on these financial statements based on our audits. We
conducted our audits 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 statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in
the financial statements. The procedures selected depend on the auditor’s judgment, including the
assessment of the risks of material misstatement of the financial statements, whether due to fraud or
error. In making those risk assessments, the auditor considers internal control relevant to the
Company’s preparation and fair presentation of the financial statements in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion
on the effectiveness of the Company’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 statements.
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 statements referred to above present fairly, in all material respects, the
financial position of Club Pilates Franchise, LLC as of December 31, 2020 and 2019, and the results of its
operations and its cash flows for the years then ended in accordance with accounting principles
generally accepted in the United States of America.
Emphasis of Matter
As discussed in Note 1 to the financial statements, the Company has extensive transactions and
relationships with its Member, Xponential Fitness LLC, and its related affiliates. Accordingly, the
accompanying financial statements may not be indicative of the results of operations that would have
been achieved if the Company had operated without such affiliations. Our opinion is not modified with
respect to this matter.
April 16, 2021
‐ 2 ‐
Balance Sheets
December 31,
2020 2019
Assets
Current Assets:
Cash, cash equivalents and restricted cash $ 1,924,273 $ 1,287,716
Accounts receivable, net 1,558,170 3,188,973
Inventories 2,043,803 1,805,819
Prepaid expenses and other current assets 52,513 48,299
Notes receivable, current portion 19,041 221,491
Deferred costs, current portion 836,133 694,861
Related party receivable (Note 8) 1,295,294 1,779,400
Total current assets 7,729,227 9,026,559
Property and equipment, net 170,791 134,739
Goodwill 75,337,723 75,337,723
Intangible assets, net 25,592,237 26,728,417
Deferred costs, net of current portion 6,790,479 7,601,273
Notes receivable, net of current portion — 18,255
Other assets 10,239 19,817
Total assets $ 115,630,696 $ 118,866,783
Liabilities and Member’s Equity
Current Liabilities:
Accounts payable $ 1,935,919 $ 2,166,515
Accrued expenses 2,979,124 3,688,749
Notes payable (Note 8) 10,958 142,694
Deferred revenue, current portion 4,349,358 6,286,193
Other current liabilities 383,072 1,026,748
Related party payable (Note 8) 35,619 —
Total current liabilities 9,694,050 13,310,899
Deferred revenue, net of current portion 14,304,008 15,611,429
Other liabilities 28,255 2,334
Total liabilities 24,026,313 28,924,662
Commitments and contingencies (Note 9)
Member’s equity:
Series A shares 1,000,000 shares issued and outstanding 105,003,698 105,003,698
Receivable from Member (Note 8) (48,230,008 ) (36,123,700 )
Retained earnings 34,830,693 21,062,123
Total Member’s equity 91,604,383 89,942,121
Total liabilities and member’s equity $ 115,630,696 $ 118,866,783
See accompanying notes to financial statements.
3
Statements of Operations
Year Ended December 31,

2020 2019
Revenue:
Franchise revenue $ 17,721,730 $ 19,444,332
Equipment revenue 6,636,912 18,910,914
Merchandise revenue 5,206,581 7,013,582
Franchise marketing fund revenue 3,552,268 4,978,083
Other service revenue 2,521,098 2,071,987
Total revenue, net 35,638,589 52,418,898
Operating costs and expenses:
Costs of product revenue 8,541,117 17,514,496
Costs of franchise and service revenue 1,908,995 1,207,281
Selling, general and administrative expenses 6,913,338 6,319,892
Depreciation and amortization 1,243,859 1,391,353
Marketing fund expense 3,259,989 4,547,186
Total operating costs and expenses 21,867,298 30,980,208
Operating income 13,771,291 21,438,690
Other (income) expense:
Interest income (11,018 ) (38,222 )
Interest expense 11,265 74,199
Total other expense 247 35,977
Income before income taxes 13,771,044 21,402,713
Income taxes 2,474 38,320
Net income $ 13,768,570 $ 21,364,393
4
Statements of Changes to Member’s Equity
Retained
Receivable Earnings Total
Class A from Member (Accumulated Member’s
Shares Value Deficit) Equity
Balance at January 1, 2019 1,000,000 $ 105,003,698 $ — $ (302,270 ) $ 104,701,428
Receivable from Member, (Note 8) — — (15,458,341 ) (15,458,341 )
Cash payments to Member, net (Note 8) — — (20,665,359 ) — (20,665,359 )
Net income — — — 21,364,393 21,364,393
Balance at December 31, 2019 1,000,000 105,003,698 (36,123,700 ) 21,062,123 $ 89,942,121
Cash payments to Member, net (Note 8) — — (12,106,308 ) — (12,106,308 )
Net income — — — 13,768,570 13,768,570
Balance at December 31, 2020 1,000,000 $ 105,003,698 $ (48,230,008 ) $ 34,830,693 $ 91,604,383
5
Statements of Cash Flows

2020 2019
Cash flows from operating activities:
Net income $ 13,768,570 $ 21,364,393
Adjustments to reconcile net income to net cash provided by operating
activities:
Bad debt expense 941,194 29,000
Loss from disposal of assets 53,562 69,836
Changes in assets and liabilities:
Accounts receivable 689,609 (1,487,093 )
Inventories (237,984 ) 194,970
Prepaid expenses and other current assets (4,214 ) (4,898 )
Deferred costs 669,522 (316,321 )
Notes receivable 220,705 458,599
Accounts payable (230,596 ) 145,011
Accrued expenses (709,625 ) 261,919
Related party accrued interest (21,530 ) (40,764 )
Other current liabilities (643,676 ) (523,667 )
Deferred revenue (3,238,093 ) (1,387,358 )
Other liabilities 25,921 (90,968 )
Net cash provided by operating activities 12,536,802 20,096,030
Cash flows from investing activities:
Proceeds from disposal of assets 100 20,000
Purchases of property and equipment (82,528 ) (12,626 )
Purchase of company-owned studio (80,000 ) —
Purchases of intangible assets (41,028 ) (2,000 )
Net cash provided by (used in) investing activities (203,456 ) 5,374
Cash flows from financing activities:
Payments on loans from related party, net (110,206 ) (372,921 )
Advances to member, net (12,106,308 ) (20,665,359 )
Receipts from (advances to) affiliates, net 519,725 (1,096,860 )
Net cash used in financing activities (11,696,789 ) (22,135,140 )
Increase (decrease) in cash, cash equivalents and restricted cash 636,557 (2,033,736 )
Cash, cash equivalents and restricted cash, beginning of year 1,287,716 3,321,452
Cash, cash equivalents and restricted cash, end of year $ 1,924,273 $ 1,287,716
Supplemental cash flow information:
Interest paid $ 13,620 $ 114,963
Income taxes paid $ 2,474 $ 38,320
6
Notes to Financial Statements
Note 1 – Nature of Business and Operations

Club Pilates Franchise, LLC (the “Company”), a Delaware limited liability company (LLC), was formed in 2015.
The sole shareholder of the Company is Xponential Fitness LLC, a Delaware LLC (the “Member”) with a portfolio
of eight boutique fitness brands, including the Company.
The Company owns a Pilates fitness and training system (“Club Pilates”) that is proprietary to the Company. The
Company licenses its proprietary system to franchisees who in turn provide facilities to promote Pilates training and
instruction programs to their club members. The Company sells franchises under the name “Club Pilates.” The Club
Pilates concept is an exercise facility where club members have access to classes that promote Pilates training and
instruction programs. As of December 31, 2020, the Company has sold the rights to develop 914 franchise studios,
of which 616 studios were operating at December 31, 2020, including five company-owned studios.
The Company’s operating agreement designates one class of membership interest, of which the Member owns one
hundred percent of the interest.
Basis of presentation – The Company's financial statements have been prepared in accordance with accounting
principles generally accepted in the United States (“US GAAP”).
The accompanying financial statements are prepared in accordance with generally accepted accounting principles
applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the
normal course of business. The Company has extensive transactions and relationships with its Member and its
related affiliates. Accordingly, the accompanying financial statements may not be indicative of the results of
operations that would have been achieved if the Company had operated without such affiliations. The Member is
responsible for managing and overseeing the day-to-day operations of the Company. The Member allocates
expenses to the Company based on shared services and sweeps cash from and to the Company as needed. The
Company relies on resources from the Member to support operations and the Member has committed to continue to
provide financial support to the Company for the Company’s franchising operations for at least the next twelve
months from the date of issuance of the Company’s financial statements.
Use of estimates – The preparation of the financial statements in conformity with US GAAP requires management
to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities as of the date of the financial statements. Actual results could differ from these
estimates under different assumptions or conditions.
Note 2 – Summary of Significant Accounting Policies

Cash, cash equivalents and restricted cash – The Company considers all highly liquid investments with an
original maturity of 90 days or less to be cash equivalents.
The Company has marketing fund restricted cash, which can only be used for activities that promote the Company’s
brand. Restricted cash was approximately $939,000 and $879,000 at December 31, 2020 and 2019, respectively.
Concentration of credit risk – Financial instruments which potentially subject the Company to concentrations of
credit risk consist primarily of cash, accounts receivable and notes receivable. The Company maintains its cash with
high-credit quality financial institutions. At December 31, 2020 and 2019, the Company has cash and cash
equivalents that total approximately $1,640,000 and $1,152,000, respectively, on deposit with high-credit quality
financial institutions that exceed federally insured limits. The Company has not experienced any loss as a result of
these or previous similar deposits. In addition, the Company closely monitors the extension of credit to its
franchisees while maintaining allowances for potential credit losses.
Accounts receivable and allowance for doubtful accounts – Accounts receivable primarily consist of amounts
due from franchisees and vendors. These receivables primarily relate to royalties, advertising contributions,
equipment and product sales, training, vendor commissions and other miscellaneous charges. Receivables are
7
unsecured; however, the franchise agreements provide the Company the right to withdraw funds from the
franchisee’s bank account or terminate the franchise for nonpayment. On a periodic basis, the Company evaluates its
accounts receivable balance and establishes an allowance for doubtful accounts, based on a number of factors,
including evidence of the customer’s ability to comply with credit terms, economic conditions and historical
receivables. Account balances are written off against the allowance after all means of collection have been
exhausted and the potential for recovery is considered remote. At December 31, 2020 and 2019, the allowance for
doubtful accounts was $957,000 and $0, respectively.
Inventories – Inventories are comprised of finished goods including equipment and branded merchandise primarily
held for sale to franchisees. Cost is determined using the first-in-first-out method. Management analyzes obsolete,
slow-moving and excess merchandise to determine adjustments that may be required to reduce the carrying value of
such inventory to the lower of cost or net realizable value. Write-down of obsolete or slow-moving and excess
inventory charges are included in costs of product revenue in the statements of operations.
Property and equipment, net – Property and equipment are carried at cost less accumulated depreciation.
Depreciation is recognized on a straight-line method based on the estimated useful life of the assets.
The cost and accumulated depreciation of assets sold or retired are removed from the accounts and any gain or loss
is included in the results of operations during the period of sale or disposal. Costs for repairs and maintenance are
expensed as incurred. Repair and maintenance costs for the years ended December 31, 2020 and 2019 were not
material.
Goodwill and intangible assets – Intangible assets consist of goodwill and identifiable intangible assets.
Goodwill – The Company tests for impairment of goodwill annually or sooner whenever events or circumstances
indicate that goodwill might be impaired. The annual impairment test is performed as of the first day of the
Company’s fourth quarter. The annual goodwill test begins with a qualitative assessment, where qualitative factors
and their impact on critical inputs are assessed to determine whether it is more likely than not that the fair value of a
reporting unit is less than its carrying value. If the Company determines that a reporting unit has an indication of
impairment based on the qualitative assessment, it is required to perform a quantitative assessment. The Company
generally determines the estimated fair value using a discounted cash flow approach, giving consideration to the
market valuation approach. If the carrying value exceeds the estimate of fair value a write-down is recorded. The
Company calculates impairment as the excess of the carrying value of goodwill over the estimated fair value. Based
on the test results, no impairment was recorded for the years ended December 31, 2020 or 2019.
Trademarks – The Company tests for impairment of trademarks annually or sooner whenever events or
circumstances indicate that trademarks might be impaired. The Company first assesses qualitative factors to
determine whether the existence of events or circumstances leads to a determination that it is more likely than not
that the fair value of the trademarks is less than the carrying amount. In the absence of sufficient qualitative factors,
trademark impairment is determined utilizing a two-step analysis. The two-step analysis involves comparing the fair
value to the carrying value of the trademarks. The Company determines the estimated fair value using a relief from
royalty approach. If the carrying amount exceeds the fair value, the Company impairs the trademarks to their fair
value. Based on the test results, no impairment was recorded for the years ended December 31, 2020 or 2019.
Definite-lived intangible assets – Intangible assets consisting of franchise agreements, non-compete agreements and
web design and domain are amortized using the straight-line method over the estimated remaining economic lives.
Deferred video production costs are amortized on an accelerated basis. Amortization expense related to intangible
assets is included in depreciation and amortization expense. The recoverability of the carrying values of all
intangible assets with finite lives is evaluated when events or changes in circumstances indicate an asset’s value may
be impaired. Impairment testing is based on a review of forecasted undiscounted operating cash flows. If such
analysis indicates that the carrying value of these assets is not recoverable, the carrying value of such assets is
reduced to fair value, which is determined based on discounted future cash flows, through a charge to the statement
of operations. No definite-lived intangible asset impairment was recorded for the years ended December 31, 2020 or
2019.
8
Revenue recognition –The Company’s contracts with customers consist of franchise agreements with franchisees.
The Company also enters into agreements to sell merchandise and equipment, training, on-demand video services
and membership to Company-owned studios. The Company’s revenues primarily consist of franchise license
revenues, other franchise related revenues including equipment and merchandise sales and training revenue. In
addition, the Company earns on-demand revenue, service revenue and other revenue.
Each of the Company’s primary sources of revenue and their respective revenue policies are discussed further
below.
Franchise revenue -
The Company enters into franchise agreements for each franchised studio. The Company’s performance obligation
under the franchise license is granting certain rights to access the Company’s intellectual property; all other services
the Company provides under the franchise agreement are highly interrelated, not distinct within the contract, and
therefore accounted for as a single performance obligation, which is satisfied over the term of each franchise
agreement. Those services include initial development, operational training, preopening support and access to the
Company’s technology throughout the franchise term. Fees generated related to the franchise license include
development fees, royalty fees, marketing fees, technology fees and transfer fees, which are discussed further below.
Variable fees are not estimated at contract inception, and are recognized as revenue when invoiced, which occurs
monthly. The Company has concluded that its agreements do not contain any financing components.
Franchise development fee revenue – The Company’s franchise agreements typically operate under ten-year terms
with the option to renew for up to two additional five-year successor terms. The Company determined the renewal
options are neither qualitatively nor quantitatively material and do not represent a material right. Initial franchise
fees are non-refundable and are typically collected upon signing of the franchise agreement. Initial franchise fees are
recorded as deferred revenue when received and are recognized on a straight-line basis over the franchise life, which
the Company has determined to be ten years, as the Company fulfills its promise to grant the franchisee the rights to
access and benefit from the Company’s intellectual property and to support and maintain the intellectual property.
The Company may enter into an area development agreement with certain franchisees. Area development
agreements are for a territory in which a developer has agreed to develop and operate a certain number of franchise
locations over a stipulated period of time. The related territory is unavailable to any other party and is no longer
marketed to future franchisees by the Company. Depending on the number of studios purchased under franchise
agreements or area development agreements, the initial franchise fee ranges from $60,000 (single studio) to
$350,000 (ten studios) and is paid to the Company when a franchisee signs the area development agreement. Area
development fees are initially recorded as deferred revenue. The development fees are allocated to the number of
studios purchased under the development agreement. The revenue is recognized on a straight-line basis over the
franchise life for each studio under the development agreement. Development fees and franchise fees are generally
recognized as revenue upon the termination of the development agreement with the franchisee.
Franchise royalty fee revenue – Royalty revenue represents royalties earned from each of the franchised studios in
accordance with the franchise disclosure document and the franchise agreement for use of the brands’ names,
processes and procedures. The royalty rate in the franchise agreement is typically 7% of the gross sales of each
location operated by each franchisee. Royalties are billed on a monthly basis. The royalties are entirely related to the
Company’s performance obligation under the franchise agreement and are billed and recognized as franchisee sales
occur.
Technology fees – The Company may provide access to third-party or other proprietary technology solutions to the
franchisees for a fee. The technology solution may include various software licenses for statistical tracking,
scheduling, allowing club members to record their personal workout statistics, music and technology support. The
Company bills and recognizes the technology fee as earned each month as the technology solution service is
performed.
Transfer fees – Transfer fees are paid to the Company when one franchisee transfers a franchise agreement to a
different franchisee. Transfer fees are recognized as revenue on a straight-line basis over the term of the new or
9
assumed franchise agreement, unless the original franchise agreement for an existing studio is terminated, in which
case the transfer fee is recognized immediately.
Training revenue – The Company provides coach training services either through direct training of the coaches who
are hired by franchisees or by providing the materials and curriculum directly to the franchisees who utilize the
materials to train their hired coaches. Direct training fees are recognized over time as training is provided. Training
fees for materials and curriculum are recognized at the point in time of delivery of the materials.
The Company also offers coach training and final coach certification through online classes. Fees received by the
Company for online class training are recognized as revenue over the 12-month period that the Company is
obligated to provide access to the online training content.
Franchise marketing fund revenue– Franchisees are required to pay marketing fees of 2% of their gross sales. The
marketing fees are collected by the Company on a monthly basis and are to be used for the advertising, marketing,
market research, product development, public relations programs and materials deemed appropriate to benefit
brands. The Company’s promise to provide the marketing services funded through the marketing fund is considered
a component of the Company’s performance obligation to grant the franchise license. The Company bills and
recognizes marketing fund fees as revenue each month as gross sales occur.
Equipment and merchandise revenue -

The following revenues are generated as a result of transactions with or related to the Company’s franchisees.
Equipment revenue – The Company sells authorized equipment to franchisees to be used in the franchised studios.
Certain franchisees may prepay for equipment, and in that circumstance, the revenue is deferred until delivery.
Equipment revenue is recognized when control of the equipment is transferred to the franchisee, which is at the
point in time delivery and installation of the equipment at the studio is complete.
Merchandise revenue –The Company sells branded and non-branded merchandise to franchisees for retail sales to
customers at studios. For branded merchandise sales, the performance obligation is satisfied at the point in time of
shipment of the ordered branded merchandise to the franchisee. For such branded merchandise sales, the Company
is the principal in the transaction as it controls the merchandise prior to it being delivered to the franchisee. The
Company records branded merchandise revenue and related costs upon shipment on a gross basis. Customers have
the right to return and/or receive credit for defective merchandise. Returns and credit for defective merchandise were
not significant for the years ended December 31, 2020 and 2019.
For certain non-branded merchandise sales, the Company earns a commission to facilitate the transaction between
the franchisee and the supplier. For such non-branded merchandise sales, the Company is the agent in the
transaction, facilitating the transaction between the franchisee and the supplier, as the Company does not obtain
control of the non-branded merchandise during the order fulfillment process. The Company records non-branded
merchandise commissions revenue at the time of shipment.
Other revenue -
Service revenue – For Company-owned studios, the Company’s distinct performance obligation is to provide the
fitness classes to the customer. The Company-owned studios sell memberships by individual class and by class
packages. Revenue from the sale of classes and class packages for a specified number of classes are recognized over
time as the customer attends and utilizes the classes. Revenues from the sale of class packages for an unlimited
number of classes are recognized over time on a straight-line basis over the duration of the contract period.
On-demand revenue – The Company grants a subscriber access to an online hosted platform, which contains a
library of web-based classes that is continually updated, through monthly subscription packages. Revenue is
recognized over time on a straight-line basis over the subscription period.
Additionally, the Company earns commission income from certain of its franchisees’ use of certain preferred
vendors. In these arrangements, the Company is the agent as it is not primarily responsible for fulfilling the orders.
Commissions are earned and recognized at the point in time the vendor ships the product to franchisees.
10
Sales taxes, value added taxes and other taxes that are collected in connection with revenue transactions are withheld
and remitted to the respective taxing authorities. As such, these taxes are excluded from revenue. The Company
elected to account for shipping and handling as activities to fulfill the promise to transfer the good. Therefore,
shipping and handling fees that are billed to franchisees are recognized in revenue and the associated shipping and
handling costs are recognized in cost of product sold as soon as control of the goods transfers to the franchisee.
Credit Losses – The Company’s accounts and notes receivable are recorded at net realizable value, which includes
an appropriate allowance for estimated credit losses. The estimate of credit losses is based upon historical bad debts,
current receivable balances, age of receivable balances, the customer’s financial condition and current economic
trends, all of which are subject to change. Actual uncollected amounts have historically been consistent with the
Company’s expectations. The Company’s payment terms on its receivables from franchisees are generally 30 days.
Shipping and handling fees – Shipping and handling fees billed to customers are recorded in merchandise and
equipment revenues. The costs associated with shipping goods to customers are included in costs of product revenue
in the accompanying statements of operations.
Costs of franchise and service revenue – Costs of franchise and service revenue consists of commissions related to
the signing of franchise agreements, travel and personnel expenses related to the on-site training provided to the
franchisees, and expenses related to the purchase of the technology packages and the related monthly fees. Costs of
franchise and service revenue excludes depreciation and amortization.
Costs of product revenue – Costs of product revenue consists of cost of equipment and merchandise and related
freight charges. Costs of product revenue excludes depreciation and amortization.
Advertising costs – Advertising costs are expensed as incurred. Advertising costs are included in selling, general
and administrative expense. For the years ended December 31, 2020 and 2019, the Company had approximately
$321,000 and $300,000, respectively, of advertising costs, including amounts spent in excess of marketing fund
revenue, if any.
Selling, general and administrative expenses – The Company’s selling, general and administrative (“SG&A”)
expenses consist of sales and marketing expenses, employee-related expenses and Member-allocated SG&A
expenses based on shared services primarily consisting of payroll, professional and legal fees, occupancy expenses,
management fees, travel expenses, and convention expenses. Allocations are generally divided evenly across all
franchisors owned by the Member.
Marketing fund expenses – Marketing fund expenses are recognized as incurred, and any marketing fund
expenditures in excess of marketing fund revenue are reclassified as SG&A expenses in the accompanying
statements of operations.
Income taxes – As a single member LLC, the Company is considered a disregarded entity and the results of its
operations are filed with the Member’s federal and state income tax returns. As such, the Company itself is typically
not subject to an income tax liability as the taxable income or loss of the Company is passed through to the Member.
Therefore, no liability for federal income taxes has been included in the financial statements. The Company
accounts for uncertain tax positions in accordance with Accounting Standards Codification (“ASC”) 740. ASC
Topic 740 prescribes a recognition threshold and measurement process for accounting for uncertain tax positions
and also provides guidance on various related matters such as derecognition, interest, penalties, and required
disclosures. The Company does not have any uncertain tax positions. However, the Company is required to pay an
annual gross receipts fee and tax for its operations in California.
Comprehensive income – The Company does not have any components of other comprehensive income recorded
within its financial statements and therefore does not separately present a statement of comprehensive income in its
financial statements.
Recently adopted accounting pronouncements – On January 1, 2020, the Company adopted Accounting
Standards Update (“ASU”) No. 2017-04, “Intangibles – Goodwill and Other (Topic 350).” This ASU simplifies the
11
subsequent measurement of goodwill. The Financial Accounting Standards Board (“FASB”) eliminated the Step 2
analysis from the goodwill impairment test which is meant to reduce the cost and complexity of evaluating goodwill
for impairment. The adoption of this new standard did not have a material impact on the Company’s financial
statements or disclosures.
Recently issued accounting pronouncements –

Accounting for leases – In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842).” This new
topic, which supersedes Topic 840, “Leases,” applies to all entities that enter into a contract that is or contains a
lease, with some specified scope exemptions. This new standard requires lessees to evaluate whether a lease is a
finance lease using criteria similar to those a lessee uses under current accounting guidance to determine whether it
has a capital lease. Leases that do not meet the criteria for classification as finance leases by a lessee are to be
classified as operating leases.
Under the new standard, for each lease classified as an operating lease, lessees are required to recognize on the
balance sheet: (i) a right-of-use (“ROU”) asset representing the right to use the underlying asset for the lease term
and (ii) a lease liability for the obligation to make lease payments over the lease term. Lessees can make an
accounting policy election, by class of underlying asset, to not recognize ROU assets and lease liabilities for leases
with a lease term of 12 months or less as long as the leases do not include options to purchase the underlying assets
that the lessee is reasonably certain to exercise. This standard also requires an entity to disclose key information
(both qualitative and quantitative) about the entity’s leasing arrangements. Upon adoption, entities are required to
recognize and measure leases at the beginning of the earliest period presented using a modified retrospective
approach, which includes a number of optional practical expedients that entities may elect to apply. Management is
currently evaluating the impact of this new guidance on its financial statements.
In June 2020, the FASB issued ASU No. 2020-05, “Revenue from Contracts with Customers (Topic 606) and
Leases (Topic 842)”, which defers the effective date of ASU No. 2016-02 to fiscal years beginning after December
15, 2021, and interim periods within fiscal years beginning after December 15, 2022.
Fair value measurements – ASC 820, Fair Value Measurements and Disclosures, applies to all financial assets and
financial liabilities that are measured and reported on a fair value basis and requires disclosure that establishes a
framework for measuring fair value and expands disclosure about fair value measurements. ASC 820 establishes a
valuation hierarchy for disclosures of the inputs to valuations used to measure fair value.
This hierarchy prioritizes the inputs into three broad levels as follows:
Level 1 – Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that can be
accessed at the measurement date.
Level 2 – Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for
identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are
observable for the asset or liability (i.e., interest rates and yield curves), and inputs that are derived principally
from or corroborated by observable market data by correlation or other means (market corroborated inputs).
Level 3 – Unobservable inputs that reflect assumptions about what market participants would use in pricing
the asset or liability. These inputs would be based on the best information available, including the Company’s
own data.
The Company’s financial instruments include cash, restricted cash, accounts receivable, notes receivable, accounts
payable, accrued expenses and notes payable. The carrying amounts of these financial instruments are categorized
within Level 1 of the fair value hierarchy due to the short-term nature of these balances and approximate their fair
value due to their short maturities.
12
Note 3 – Acquisition
In October 2020, the Company entered into an agreement with a franchisee under which the Company repurchased
one studio to operate as a company-owned studio. The purchase price for the acquisition was $80,000, less $6,163 of
net deferred revenue resulting in total purchase consideration of $73,837, which was allocated to property and
equipment. The acquisition was not material to the results of operations of the Company.
Note 4 – Contract Liabilities and Costs from Contracts with Customers

Contract Liabilities – Contract liabilities consist of deferred revenue resulting from franchise fees and development
fees paid by franchisees, which are recognized over time on a straight-line basis over the franchise agreement term.
Also included in the deferred revenue balance are nonrefundable prepayments for merchandise and equipment, as
well as revenues for training for which the associated products or services have not yet been provided to the
customer. The Company classifies these contract liabilities as either current deferred revenue or non-current deferred
revenue in the balance sheet based on the anticipated timing of delivery. The following table reflects the change in
contract liabilities for the years ended December 31, 2020 and 2019:
Franchise
Development Equipment and
Fees Other Total
Balance at January 1, 2019 $ 15,687,303 $ 7,597,677 $ 23,284,980
Revenue recognized that was included in deferred revenue at the
beginning of the year (1,564,369 ) (7,597,677 ) (9,162,046 )
Increase, excluding amounts recognized as revenue during the
year 2,860,526 4,914,162 7,774,688
Balance at December 31, 2019 16,983,460 4,914,162 21,897,622
beginning of the year (2,471,569 ) (4,914,162 ) (7,385,731 )
year 1,410,225 2,731,250 4,141,475
Balance at December 31, 2020 $ 15,922,116 $ 2,731,250 $ 18,653,366
The following table illustrates estimated revenue expected to be recognized in the future related to performance
obligations that were unsatisfied (or partially unsatisfied) as of December 31, 2020. The expected future recognition
period for deferred franchise development fees related to unopened studios is based on management’s best estimate
of the beginning of the franchise license term for those studios. The Company elected to not disclose sales and
usage-based royalties, marketing fees and any other variable consideration recognized on an “as invoiced” basis.
Franchise
Development Equipment
Contract liabilities to be recognized in revenue in Fees and Other Total
2021 $ 1,618,108 $ 2,731,250 $ 4,349,358
2022 1,696,014 - 1,696,014
2023 1,841,638 - 1,841,638
2024 1,909,037 - 1,909,037
2025 1,919,032 - 1,919,032
Thereafter 6,938,287 - 6,938,287
$ 15,922,116 $ 2,731,250 $ 18,653,366
The following table reflects the components of deferred revenue:
13
December 31,
2020 2019
Franchise and area development fees $ 15,922,116 $ 16,983,460
Equipment and other 2,731,250 4,914,162
Total deferred revenue 18,653,366 21,897,622
Non-current portion of deferred revenue 14,304,008 15,611,429
Current portion of deferred revenue $ 4,349,358 $ 6,286,193
Contract Costs – Contract costs consist of deferred commissions resulting from franchise and area development
sales by third-party and affiliate brokers or sales personnel. The total commission is deferred at the point of a
franchise sale. The commissions are evenly split among the number of studios purchased under the development
agreement and begin to be amortized when a subsequent franchise agreement is executed. The commissions are
recognized on a straight-line basis over the initial ten-year franchise agreement term to align with the recognition of
the franchise agreement or area development fees. The Company classifies these deferred contract costs as either
current deferred costs or non-current deferred costs in the balance sheet. The associated expense is classified within
costs of franchise and service revenue in the statements of operations. At December 31, 2020 and 2019, there were
approximately $779,000 and $693,000 of current deferred costs and approximately $6,763,000 and $7,601,000 in
non-current deferred costs, respectively. The Company recognized approximately $1,329,000 and $791,000 in
franchise sales commissions expense for the years ended December 31, 2020 and 2019, respectively. During the
years ended December 31, 2020 and 2019, the Company recorded $0 and $754,000, respectively, of deferred
commission costs paid to affiliates of the Member, which are being recognized over the initial ten-year franchise
agreement term.
Note 5 – Notes Receivable

In 2017, the Company entered into a loan agreement with a franchisee for approximately $204,000. This loan is
unsecured, bears interest of 9.5% per annum and is repaid through weekly payments. The Company has also
provided loans to various franchisees through its relationship with Intensive Capital Inc. (“ICI”) (see Note 8 for
additional information). The Company accrues the interest as an addition to the principal balance as the interest is
earned. Activity related to notes receivable is presented within operating activities in the accompanying statements
of cash flows. At December 31, 2020 and 2019, the total principal balance of these loans was approximately
$19,000 and $240,000, respectively.
Note 6 – Property and Equipment

Property and equipment consisted of the following:
Estimated December 31,

Useful Life 2020 2019
Furniture and equipment 5 years $ 263,240 $ 168,469
Computers 3 years 76,831 75,870
Autos 3 years 11,900 11,900
Leasehold improvements Lesser of useful life or lease term 41,178 94,235
Less: accumulated depreciation (222,358 ) (215,735 )
Total property and equipment $ 170,791 $ 134,739
Depreciation expense was approximately $98,000 and $99,000 during the years ended December 31, 2020 and 2019,
respectively.
Note 7 – Goodwill and Intangible Assets

Goodwill represents the excess of cost over the fair value of identifiable net assets acquired related to the purchase
of the “Club Pilates” concept. Goodwill and trademarks are not amortized but are tested annually for impairment or
14
more frequently if indicators of potential impairment exist. As of December 31, 2020, and 2019, there was no
change in previously reported goodwill and no impairment has been identified for goodwill or trademarks.
Intangible assets with an indefinite life consisted of the following:
Goodwill $ 75,337,723
Trademarks 20,407,150
Total $ 95,744,873
Intangible assets with a definite life consisted of the following:
December 31, 2020 December 31, 2019

Amortization
Period Gross Accumulated Gross Accumulated
(Years) Amount Amortization Net Amount Amount Amortization Net Amount
Franchise
agreements 9 $ 8,100,000 $ (3,240,000 ) $ 4,860,000 $ 8,100,000 $ (2,356,364 ) $ 5,743,636
Non-compete
agreements 5 1,100,000 (806,667 ) 293,333 1,100,000 (586,666 ) 513,334
Web design and
domain 3 9,838 (8,946 ) 892 196,587 (132,290 ) 64,297
Deferred video
production costs 3 41,027 (10,165 ) 30,862 — — —
Total $ 9,250,865 $ (4,065,778 ) $ 5,185,087 $ 9,396,587 $ (3,075,320 ) $ 6,321,267
Amortization expense was approximately $1,146,000 and $1,292,000 for the years ended December 31, 2020 and
2019, respectively.
The anticipated amortization expense of intangible assets is as follows:
Year Ending December 31,

2021 $ 1,119,884
2022 966,983
2023 889,128
2024 883,636
2025 883,636
Thereafter 441,820
$ 5,185,087
Note 8 – Related Party Transactions

Significant related party transactions consist of allocations of expenses from the Member, borrowings from, and
excess cash transfers to the Member and other related parties under common control of the Member or the
Member’s parent. During 2019, the Company recorded a reduction to Member’s equity of $15,458,341 as the
Company determined that the Member had no plan to repay these amounts in the foreseeable future. During the
years ended December 31, 2020 and 2019, the Company advanced net funds to the Member and recognized
allocations of Member expenses aggregating $12,106,308 and $20,655,359, respectively. The aggregate receivable
from the Member at December 31, 2020 and 2019 was $48,230,008 and $36,123,700, respectively, recorded as a
reduction to Member’s equity as the Company determined that the Member has no plan to repay these amounts in
the foreseeable future.
In addition, the Member has a credit facility that requires collateral. All obligations under the Member’s credit
facility are secured by substantially all of the tangible and intangible assets of the Company.
15
Related party balances are as follows:
December 31,
2020 2019
Related party receivables:
Stretch Lab Franchise, LLC $ 269,095 $ 259,775
CycleBar Holdco, LLC 296,913 332,423
Row House Franchise, LLC 111,123 90,575
PB Franchising, LLC — 219,425
AKT Franchise, LLC 136,982 124,706
Yoga Six Franchise, LLC 21,588 11,035
Stride Franchise, LLC 171,188 161,273
Xponential Fitness Brands International, LLC 288,405 580,188
Total related party receivables $ 1,295,294 $ 1,779,400
Related party payable:
PB Franchising, LLC $ 35,619 $ —
The Chief Executive Officer of the Company is the sole owner of ICI. ICI provides unsecured loans to the
Company, which loans the funds to the franchisees to purchase a franchise territory or to setup a studio. The
Company records notes payable and notes receivable for the funds that are transferred from ICI to the franchisee.
The notes from ICI to the Company accrue interest at the time the loan is made, which is recorded as interest
expense. The notes receivable begin to accrue interest 45 days after the issuance to the franchisee. At December 31,
2020 and 2019, the Company had recorded approximately $9,000 and $139,000 of notes receivable and $11,000 and
$143,000 of notes payable, respectively. The Company recognized approximately $2,000 and $37,000 of interest
income and $8,000 and $74,000 of interest expense, respectively, for the years ended December 31, 2020 and 2019,
respectively. ICI also provides loans directly to franchisees. During the years ended December 31, 2020 and 2019,
the Company made interest payments on these loans to ICI on behalf of the franchisees of approximately $0 and
$46,000, respectively, which is included in SG&A expense in the accompanying statements of operations.
Note 9 – Contingencies and Litigation

Litigation - The Company is subject to normal and routine litigation brought by former or current employees,
customers, franchisees, vendors, landlords or others. The Company intends to defend itself in any such matters. The
Company believes that the ultimate determination of liability in connection with legal claims pending against it, if
any, will not have a material adverse effect on its business, annual results of operations, liquidity or financial
position; however, it is possible that the Company’s business, results of operations, liquidity, or financial condition
could be materially affected in a particular future reporting period by the unfavorable resolution of one or more
matters or contingencies during such period.
Leases - The Company has two warehouse leases that the Member has assumed the obligations associated with and
pays amounts due and allocates expenses to the Company and affiliates. Additionally, the Company has two studio
leases, which are used to host training sessions, and leases for company-owned studios. The leases expire at various
dates through 2029. Total rent expense for studio operating leases was approximately $301,000 and $67,000 for the
years ended December 31, 2020 and 2019, respectively. Future minimum leases payments at December 31, 2020
were as follows:
16
Year ending December 31,

2021 $ 432,295
2022 344,956
2023 319,864
2024 329,774
2025 338,403
Thereafter 897,898
Total $ 2,663,190
Note 10 – Phantom Stock Plan

The Company has issued 13,158 phantom stock units to certain employees that settle, or are expected to settle, with
cash payments. The phantom stock units are awarded with vesting conditions that include a service period and/or
performance targets and a change of control and are subject to certain forfeiture provisions prior to vesting. There
was no expense recorded for the years ended December 31, 2020 and 2019 related to the phantom stock units. Upon
a change in control, the Company will record the then fair market value of such awards.
Note 11 – Subsequent Events

The Company has evaluated subsequent events through April 16, 2021, which is the date its financial statements
were available to be issued.
17
Club Pilates
Franchise, LLC
Consolidated Financial Statements as of and for the Years Ended December 31, 2019 and 2018
and Independent Auditors’ Report
Table of Contents
Independent Auditors’ Report 1

Consolidated Balance Sheets 3
Consolidated Statements of Operations 4
Consolidated Statements of Changes to Member’s Equity 5
Consolidated Statements of Cash Flows 6
Notes to Consolidated Financial Statements 7
i
INDEPENDENT AUDITORS’ REPORT
To the Board of Directors and Member of

Club Pilates Franchise, LLC:
We have audited the accompanying consolidated financial statements of Club Pilates

Franchise, LLC (the “Company”), which comprise the consolidated balance sheets as of
December 31, 2019 and 2018, and the related consolidated statements of operations,
changes to member’s equity, and cash flows for the years then ended, and the related notes
to the consolidated financial statements.
Management’s Responsibility for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of these consolidated
financial statements 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 consolidated financial
statements that are free from material misstatement, whether due to fraud or error.
Auditors’ Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based

on our audits. We conducted our audits 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 consolidated financial
statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and
disclosures in the consolidated financial statements. The procedures selected depend on the
auditor’s judgment, including the assessment of the risks of material misstatement of the
consolidated financial statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal control relevant to the Company’s preparation
and fair presentation of the consolidated financial statements in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Company’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 consolidated financial statements.
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 consolidated financial statements referred to above present fairly, in all
material respects, the financial position of Club Pilates Franchise, LLC as of December 31,
2019 and 2018, and the results of their operations and their cash flows for the years then
ended in accordance with accounting principles generally accepted in the United States of
America.
Emphasis of Matters
As discussed in Note 9 to the consolidated financial statements, subsequent to

December 31, 2019, substantially all of the franchisees’ studios have temporarily closed in
response to the COVID-19 pandemic and the closures could have an unfavorable impact on
the Company’s results of operations, financial position and cash flows in 2020.
As discussed in Note 2 to the consolidated financial statements, in 2019, the Company

adopted Accounting Standard Codification No. 606, “Revenue from Contracts with
Customers” (ASC 606), using the full retrospective transition method.
As discussed in Note 1 to the consolidated financial statements, the Company has extensive
transactions and relationships with its Member, Xponential Fitness LLC, and its related
affiliates. Accordingly, the accompanying consolidated financial statements may not be
indicative of the results of operations that would have been achieved if the Company had
operated without such affiliations.
Our opinion is not modified with respect to these matters.
April 27, 2020
2
Consolidated Balance Sheets
December 31,
2019 2018
Assets
Current Assets:
Cash, cash equivalents and restricted cash $ 1,287,716 $ 3,321,452
Accounts receivable, net 3,188,973 1,730,880
Inventories 1,805,819 2,000,789
Prepaid expenses and other current assets 48,299 43,401
Notes receivable, current portion 221,491 507,252
Deferred costs, current portion 694,861 475,274
Related party receivable (Note 6) 1,779,400 16,245,204
Total current assets 9,026,559 24,324,252
Property and equipment, net 134,739 221,184
Goodwill 75,337,723 75,337,723
Intangible assets, net 26,728,417 28,108,535
Deferred costs, net of current portion 7,601,273 7,504,539
Notes receivable, net of current portion 18,255 191,093
Total assets $ 118,866,783 $ 135,739,161
Liabilities and Member’s Equity
Current Liabilities:
Accounts payable $ 2,166,515 $ 2,021,504
Accrued expenses 3,688,749 3,426,830
Notes payable (Note 6) 142,694 556,379
Deferred revenue, current portion 6,286,193 8,631,554
Other current liabilities 1,026,748 1,550,415
Related party payable (Note 6) — 104,323
Total current liabilities 13,310,899 16,291,005
Deferred revenue, net of current portion 15,611,429 14,653,426
Other liabilities 2,334 93,302
Total liabilities 28,924,662 31,037,733
Commitments and contingencies (Note 7)
Member’s equity:
Series A shares 1,000,000 shares issued and outstanding 105,003,698 105,003,698
Receivable from Member (Note 6) (36,123,700) —
Retained earnings (accumulated deficit) 21,062,123 (302,270)
Total Member’s equity 89,942,121 104,701,428
Total liabilities and member’s equity $ 118,866,783 $ 135,739,161
See accompanying notes to consolidated financial statements.
3
Consolidated Statements of Operations

2019 2018
Revenue:
Franchise revenue $ 19,444,332 $ 11,877,943
Equipment revenue 18,910,914 18,850,785
Merchandise revenue 7,013,582 5,054,690
Franchise marketing fund revenue 4,978,083 2,939,157
Other service revenue 2,071,987 531,970
Total revenue, net 52,418,898 39,254,545
Operating costs and expenses:
Costs of product revenue 17,514,496 17,210,787
Costs of franchise and service revenue 1,207,281 1,499,978
Selling, general and administrative expenses 6,319,892 9,070,417
Marketing fund expense 4,547,186 2,482,915
Total operating costs and expenses 30,980,208 31,674,297
Operating income 21,438,690 7,580,248
Other income (expense):
Interest income 38,222 33,648
Interest expense (74,199) (62,294)
Total other expense (35,977) (28,646)
Income before income taxes 21,402,713 7,551,602
Income taxes 38,320 11,790
Net income $ 21,364,393 $ 7,539,812
4
Consolidated Statements of Changes to Member’s Equity
Retained
Receivable Earnings Total
Class A from Member (Accumulated Member’s
Shares Value Deficit) Equity
Balance at January 1, 2018 1,000,000 $105,003,698 $ — $ (7,256,889) $ 97,746,809
Adoption of accounting standard (Note 2) — — — (585,193) (585,193)
Net income — — — 7,539,812 7,539,812
Balance at December 31, 2018 1,000,000 105,003,698 — (302,270) $104,701,428
Receivable from Member, (Note 6) — — (15,458,341) (15,458,341)
Cash payments to Member, net (Note 6) — — (20,665,359) — (20,665,359)
Net income — — — 21,364,393 21,364,393
Balance at December 31, 2019 1,000,000 $105,003,698 $(36,123,700) $21,062,123 $ 89,942,121
5
Consolidated Statements of Cash Flows

2019 2018
Cash flows from operating activities:
Net income $ 21,364,393 $ 7,539,812
Adjustments to reconcile net income to net cash provided by operating
activities:
Bad debt expense 29,000 —
Loss from disposal of assets 69,836 93,184
Changes in assets and liabilities:
Accounts receivable (1,487,093) (490,032)
Inventories 194,970 198,676
Prepaid expenses and other current assets (4,898) 869,119
Deferred costs (316,321) (2,415,711)
Notes receivable 458,599 (698,345)
Accounts payable 145,011 57,322
Accrued expenses 261,919 1,425,984
Related party accrued interest (40,764) —
Other current liabilities (523,667) 1,464,754
Deferred revenue (1,387,358) 6,703,651
Other liabilities (90,968) 93,302
Net cash provided by operating activities 20,096,030 16,435,738
Cash flows from investing activities:
Proceeds from disposal of property and equipment 20,000 —
Purchases of property and equipment (12,626) (68,163)
Purchases of web design and domain and other intangible assets (2,000) (254,254)
Net cash provided by (used in) investing activities 5,374 (322,417)
Cash flows from financing activities:
Loans from related party, net — 556,379
Payments on loans from related party, net (372,921) —
Advances to member, net (20,665,359) (15,421,403)
Receipts from (advances to) affiliates, net (1,096,860) 171,191
Net cash used in financing activities (22,135,140) (14,693,833)
Increase (decrease) in cash, cash equivalents and restricted cash (2,033,736) 1,419,488
Cash, cash equivalents and restricted cash, beginning of year 3,321,452 1,901,964
Cash, cash equivalents and restricted cash, end of year $ 1,287,716 $ 3,321,452
Supplemental cash flow information:
Interest paid $ 114,963 $ —
6
Notes to Consolidated Financial Statements
Note 1 – Nature of Business and Operations

Club Pilates Franchise, LLC, a Delaware limited liability company (LLC), was formed in 2015, and owned 100% of
Pilates Licensing, LLC, which was dissolved in 2019 (collectively, the “Company”). The sole shareholder of the
Company is Xponential Fitness LLC, a Delaware LLC (the “Member”) with a portfolio of eight boutique fitness
brands, including the Company.
The Company owns a Pilates fitness and training system (“Club Pilates”) that is proprietary to the Company. The
Company licenses its proprietary system to franchisees who in turn provide facilities to promote Pilates training and
instruction programs to their club members. The Company sells franchises under the name “Club Pilates.” The Club
Pilates concept is an exercise facility where club members have access to classes that promote Pilates training and
instruction programs. As of December 31, 2019, the Company has sold the rights to develop 883 franchise studios,
of which 561 studios were operating at December 31, 2019, including one company-owned studio.
The Member is responsible for managing and overseeing the day-to-day operations of the Company. The Member
allocates expenses to the Company based on shared services. Net loss and all items of the Company’s income, gain,
loss, deduction, or credit are allocated to the Member.
The Company’s operating agreement designates one class of membership interest, of which the Member owns one
hundred percent of the interest.
Basis of presentation – The Company's consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in the United States (“US GAAP”).
The Company has numerous transactions with its Member and affiliates. Accordingly, the consolidated financial
statements may not necessarily be indicative of the conditions that would have existed or the results of operations
that would have occurred if the Company had operated without such affiliations. The significant related party
transactions consist of allocations of expenses from the Member, borrowings from, and excess cash transfers to the
Member and other related parties under common control of the Member or the Member’s parent.
The consolidated financial statements have been prepared on a going concern basis. The Company relies on
resources from the Member to support its operations. The Member has committed to continue to provide financial
support to the Company for the Company’s franchising operations as necessary. Based on management’s
projections, the Member may not meet the leverage ratio covenant requirement of its financing facility during the
period twelve months from the issuance date of these consolidated financial statements, which would represent an
event raising substantial doubt regarding the Company’s ability to continue as a going concern. However, the
Member plans to amend its debt financial covenant or obtain an equity contribution sufficient to cure any anticipated
covenant violation. The Member has obtained a commitment from an investor to provide an equity contribution up
to $10 million, which is allowed for in the debt agreement. The Member and the Company believe that these actions
alleviate this matter to allow the Member to provide the financial support to the Company as necessary in order for
the Company to continue as a going concern through twelve months from the issuance date of these consolidated
financial statements.
Principles of consolidation – The consolidated financial statements include the accounts of Club Pilates Franchise,
LLC and its wholly owned subsidiary. All intercompany transactions have been eliminated in consolidation.
Use of estimates – The preparation of the consolidated financial statements in conformity with US GAAP requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities as of the date of the consolidated financial statements. Actual results
could differ from these estimates under different assumptions or conditions.
Note 2 – Summary of Significant Accounting Policies

Cash, cash equivalents and restricted cash – The Company considers all highly liquid investments with an
original maturity of 90 days or less to be cash equivalents.
7
The Company has marketing fund restricted cash, which can only be used for activities that promote the Company’s
brand. Restricted cash was approximately $879,000 and $0 at December 31, 2019 and 2018, respectively.
Concentration of credit risk – Financial instruments which potentially subject the Company to concentrations of
credit risk consist primarily of cash, accounts receivable and notes receivable. The Company maintains its cash with
high-credit quality financial institutions. At December 31, 2019 and 2018, the Company has cash and cash
equivalents that total approximately $1,152,000 and $2,869,000, respectively, on deposit with high-credit quality
financial institutions that exceed federally insured limits. The Company has not experienced any loss as a result of
these or previous similar deposits. In addition, the Company closely monitors the extension of credit to its
franchisees while maintaining allowances for potential credit losses.
Accounts receivable and allowance for doubtful accounts – Accounts receivable primarily consist of amounts
due from franchisees and vendors. These receivables primarily relate to royalties, advertising contributions,
equipment and product sales, training, vendor commissions and other miscellaneous charges. Receivables are
unsecured; however, the franchise agreements provide the Company the right to withdraw funds from the
franchisee’s bank account or terminate the franchise for nonpayment. On a periodic basis, the Company evaluates its
accounts receivable balance and establishes an allowance for doubtful accounts, based on a number of factors,
including evidence of the customer’s ability to comply with credit terms, economic conditions and historical
receivables. Account balances are written off against the allowance after all means of collection have been
exhausted and the potential for recovery is considered remote. At December 31, 2019 and 2018, there was no
allowance for doubtful accounts.
Inventories – Inventories are comprised of finished goods including equipment and branded merchandise primarily
held for sale to franchisees. Cost is determined using the first-in-first-out method. Management analyzes obsolete,
slow-moving and excess merchandise to determine adjustments that may be required to reduce the carrying value of
such inventory to the lower of cost or net realizable value. Write-down of obsolete or slow-moving and excess
inventory charges are included in costs of product revenue in the consolidated statements of operations.
Property and equipment, net – Property and equipment are carried at cost less accumulated depreciation.
Depreciation is recognized on a straight-line method based on the estimated useful life of the assets.
The cost and accumulated depreciation of assets sold or retired are removed from the accounts and any gain or loss
is included in the results of operations during the period of sale or disposal. Costs for repairs and maintenance are
expensed as incurred. Repair and maintenance costs for the years ended December 31, 2019 and 2018 were
approximately $15,000 and $32,000, respectively.
Goodwill and intangible assets – Intangible assets consist of goodwill and identifiable intangible assets, which
consist of trademarks, franchise agreements, non-compete agreements and web design and domain.
Goodwill – The Company tests for impairment of goodwill annually or sooner whenever events or circumstances
indicate that goodwill might be impaired. The annual impairment test is performed as of the first day of the
Company’s fourth quarter. The impairment test is a two‐step process, whereby in the first step, the Company
compares the estimated fair value with the carrying amount, including goodwill. The Company generally determines
the estimated fair value using a discounted cash flow approach, giving consideration to the market valuation
approach. If the carrying amount exceeds the fair value, the Company performs the second step of the impairment
test to determine the amount of impairment, if any. Based on the test results, no impairment was recorded for the
years ended December 31, 2019 or 2018.
Trademarks – The Company tests for impairment of trademarks annually or sooner whenever events or
circumstances indicate that trademarks might be impaired. The Company determines the estimated fair value using a
relief from royalty approach and compares the fair value to the carrying amount. If the carrying amount exceeds the
fair value, the Company impairs the trademarks to their fair value. Based on the test results, no impairment was
recorded for the years ended December 31, 2019 or 2018.
Definite-lived intangible assets – Intangible assets consisting of franchise agreements, non-compete agreements and
web design and domain are amortized using the straight-line method over the estimated remaining economic lives.
8
Amortization expense related to intangible assets is included in depreciation and amortization expense. The
recoverability of the carrying values of all intangible assets with finite lives is evaluated when events or changes in
circumstances indicate an asset’s value may be impaired. Impairment testing is based on a review of forecasted
undiscounted operating cash flows. If such analysis indicates that the carrying value of these assets is not
recoverable, the carrying value of such assets is reduced to fair value, which is determined based on discounted
future cash flows, through a charge to the statement of operations. No definite-lived intangible asset impairment was
recorded for the years ended December 31, 2019 or 2018.
Recently adopted accounting pronouncements –

Revenue recognition – In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting
Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers” (ASC 606). This new standard
provides a single comprehensive model for entities to use in accounting for revenue arising from contracts with
customers and supersedes the revenue recognition requirements in ASC Topic 605, “Revenue Recognition,” and
most industry-specific guidance. The core principle of the new guidance is that an entity should recognize revenue
to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to
which an entity expects to be entitled in exchange for those goods or services, which could potentially result in
changes in the amount and timing of revenue recognition for certain transactions.
The Company adopted ASC 606 on January 1, 2019 using the full retrospective transition method. The financial
statements reflect the application of ASC 606 beginning on January 1, 2018. The new pronouncement changed the
way initial fees from franchisees for new franchise agreements are recognized. Under the previous revenue
recognition guidance, initial franchise fees were recognized as revenue when a new studio opened. In accordance
with the new guidance, the initial franchise services are not distinct from the continuing rights and services offered
during the term of the franchise agreement and are therefore considered a single performance obligation together
with the continuing rights and services. As such, initial fees received are recognized over the franchise term and any
unamortized portion is recorded as deferred revenue in the Company’s consolidated balance sheet. Similarly, the
new pronouncement changed the way commissions paid for new franchise openings are recognized. Under previous
guidance, commission expense was recognized when a new studio opens. In accordance with the new guidance, the
commissions paid are recognized over the franchise term and any unamortized portion will be recorded as deferred
costs in the Company’s consolidated balance sheet. ASC 606 did not impact the Company’s revenue recognition for
other types of revenue.
As a result of the adoption of ASC 606 using the full retrospective transition method, the following adjustments
were made to the Company’s previously issued 2018 financial statements:
• Accounts receivable increased $303,500;

• Deferred costs, current portion decreased $1,447,714;
• Deferred costs, net of current portion increased $3,077,957;
• Deferred revenue, current portion decreased $2,457,547;
• Deferred revenue, net of current portion increased $6,735,343;
• Franchise revenue decreased $3,281,335;
• Costs of service revenue decreased $1,522,475;
• Net income decreased $1,758,860.
An adjustment to accumulated deficit of $585,193, with corresponding adjustment to deferred revenue and deferred
costs, was recorded on January 1, 2018 as a result of the adoption.
Revenue recognition –The Company’s contracts with customers consist of franchise agreements with franchisees.
The Company also enters into agreements to sell merchandise and equipment, training, on-demand video services
and membership to Company-owned studios. The Company’s revenues primarily consist of franchise license
revenues, other franchise related revenues including equipment and merchandise sales and training revenue. In
addition, the Company earns on-demand revenue, service revenue and other revenue.
9
Each of the Company’s primary sources of revenue and their respective revenue policies are discussed further
below.
Franchise revenue -
The Company enters into franchise agreements for each franchised studio. The Company’s performance obligation
under the franchise license is granting certain rights to access the Company’s intellectual property; all other services
the Company provides under the franchise agreement are highly interrelated, not distinct within the contract, and
therefore accounted for as a single performance obligation, which is satisfied over the term of each franchise
agreement. Those services include initial development, operational training, preopening support and access to the
Company’s technology throughout the franchise term. Fees generated related to the franchise license include
development fees, royalty fees, marketing fees, technology fees and transfer fees, which are discussed further below.
Variable fees are not estimated at contract inception, and are recognized as revenue when invoiced, which occurs
monthly. The Company has concluded that its agreements do not contain any financing components.
Franchise development fee revenue – The Company’s franchise agreements typically operate under ten-year terms
with the option to renew for up to two additional five-year successor terms. The Company determined the renewal
options are neither qualitatively nor quantitatively material and do not represent a material right. Initial franchise
fees are non-refundable and are typically collected upon signing of the franchise agreement. Initial franchise fees are
recorded as deferred revenue when received and are recognized on a straight-line basis over the franchise life, which
the Company has determined to be ten years, as the Company fulfills its promise to grant the franchisee the rights to
access and benefit from the Company’s intellectual property and to support and maintain the intellectual property.
The Company may enter into an area development agreement with certain franchisees. Area development
agreements are for a territory in which a developer has agreed to develop and operate a certain number of franchise
locations over a stipulated period of time. The related territory is unavailable to any other party and is no longer
marketed to future franchisees by the Company. Depending on the number of studios purchased under franchise
agreements or area development agreements, the initial franchise fee ranges from $60,000 (single studio) to
$350,000 (ten studios) and is paid to the Company when a franchisee signs the area development agreement. Area
development fees are initially recorded as deferred revenue. The development fees are allocated to the number of
studios purchased under the development agreement. The revenue is recognized on a straight-line basis over the
franchise life for each studio under the development agreement.
Franchise royalty fee revenue – Royalty revenue represents royalties earned from each of the franchised studios in
accordance with the franchise disclosure document and the franchise agreement for use of the brands’ names,
processes and procedures. The royalty rate in the franchise agreement is typically 7% of the gross sales of each
location operated by each franchisee. Royalties are billed on a monthly basis. The royalties are entirely related to the
Company’s performance obligation under the franchise agreement and are billed and recognized as franchisee sales
occur.
Training revenue – The Company provides coach training services either through direct training of the coaches who
are hired by franchisees or by providing the materials and curriculum directly to the franchisees who utilize the
materials to train their hired coaches. Direct training fees are recognized over time as training is provided. Training
fees for materials and curriculum are recognized at the point in time of delivery of the materials.
The Company also offers coach training and final coach certification through online classes. Fees received by the
Company for online class training are recognized as revenue over the 12-month period that the Company is
obligated to provide access to the online training content.
Franchise marketing fund revenue– Franchisees are required to pay marketing fees of 2% of their gross sales. The
marketing fees are collected by the Company on a monthly basis and are to be used for the advertising, marketing,
market research, product development, public relations programs and materials deemed appropriate to benefit
brands. The Company’s promise to provide the marketing services funded through the marketing fund is considered
a component of the Company’s performance obligation to grant the franchise license. The Company bills and
recognizes marketing fund fees as revenue each month as gross sales occur.
10
Equipment and merchandise revenue -

The following revenues are generated as a result of transactions with or related to the Company’s franchisees.
Equipment revenue – The Company sells authorized equipment to franchisees to be used in the franchised studios.
Certain franchisees may prepay for equipment, and in that circumstance, the revenue is deferred until delivery.
Equipment revenue is recognized when control of the equipment is transferred to the franchisee, which is at the
point in time delivery and installation of the equipment at the studio is complete.
Merchandise revenue –The Company sells branded and non-branded merchandise to franchisees for retail sales to
customers at studios. For branded merchandise sales, the performance obligation is satisfied at the point in time of
shipment of the ordered branded merchandise to the franchisee. For such branded merchandise sales, the Company
is the principal in the transaction as it controls the merchandise prior to it being delivered to the franchisee. The
Company records branded merchandise revenue and related costs upon shipment on a gross basis. Customers have
the right to return and/or receive credit for defective merchandise. Returns and credit for defective merchandise were
not significant for the years ended December 31, 2019 and 2018.
For certain non-branded merchandise sales, the Company earns a commission to facilitate the transaction between
the franchisee and the supplier. For such non-branded merchandise sales, the Company is the agent in the
transaction, facilitating the transaction between the franchisee and the supplier, as the Company does not obtain
control of the non-branded merchandise during the order fulfillment process. The Company records non-branded
merchandise commissions revenue at the time of shipment.
Other revenue -
The Company earns commission income from certain of its franchisees’ use of certain preferred vendors. In these
arrangements, the Company is the agent as it is not primarily responsible for fulfilling the orders. Commissions are
earned and recognized at the point in time the vendor ships the product to franchisees.
Sales taxes, value added taxes and other taxes that are collected in connection with revenue transactions are withheld
and remitted to the respective taxing authorities. As such, these taxes are excluded from revenue. The Company
elected to account for shipping and handling as activities to fulfill the promise to transfer the good. Therefore,
shipping and handling fees that are billed to franchisees are recognized in revenue and the associated shipping and
handling costs are recognized in cost of goods sold as soon as control of the goods transfers to the franchisee.
Credit Losses – The Company’s accounts and notes receivable are recorded at net realizable value, which includes
an appropriate allowance for estimated credit losses. The estimate of credit losses is based upon historical bad debts,
current receivable balances, age of receivable balances, the customer’s financial condition and current economic
trends, all of which are subject to change. Actual uncollected amounts have historically been consistent with the
Company’s expectations. The Company’s payment terms on its receivables from franchisees are generally 30 days.
Contract Balances -
Contract Liabilities – Contract liabilities consist of deferred revenue resulting from franchise fees and development
fees paid by franchisees, which are recognized over time on a straight-line basis over the franchise agreement term.
Also included in the deferred revenue balance are nonrefundable prepayments for merchandise and equipment, as
well as revenues for training for which the associated products or services have not yet been provided to the
customer. The Company classifies these contract liabilities as either current deferred revenue or non-current deferred
revenue in the consolidated balance sheet based on the anticipated timing of delivery. The following table reflects
the change in contract liabilities for the years ended December 31, 2019 and 2018:
11
Franchise
Development Equipment and
Fees Other Total
Balance at January 1, 2018 $ 10,357,062 $ 5,281,876 $ 15,638,938
beginning of the year (712,107) (5,281,876) (5,993,983)
year 6,042,348 7,597,677 13,640,025
Balance at December 31, 2018 15,687,303 7,597,677 23,284,980
beginning of the year (1,564,369) (7,597,677) (9,162,046)
year 2,860,526 4,914,162 7,774,688
Balance at December 31, 2019 $ 16,983,460 $ 4,914,162 $ 21,897,622
The following table illustrates estimated revenue expected to be recognized in the future related to performance
obligations that were unsatisfied (or partially unsatisfied) as of December 31, 2019. The expected future recognition
period for deferred franchise development fees related to unopened studios is based on management’s best estimate
of the beginning of the franchise license term for those studios. The Company elected to not disclose sales and
usage-based royalties, marketing fees and any other variable consideration recognized on an “as invoiced” basis.
Franchise
Development Equipment
Contract liabilities to be recognized in revenue in Fees and Other Total
2020 $ 1,372,031 $4,914,162 $ 6,286,193
2021 1,652,880 - 1,652,880
2022 1,766,993 - 1,766,993
2023 1,850,161 - 1,850,161
2024 1,933,312 - 1,933,312
Thereafter 8,408,083 - 8,408,083
$16,983,460 $4,914,162 $21,897,622
The following table reflects the components of deferred revenue:
December 31,
2019 2018
Franchise and area development fees $ 16,983,460 $ 15,687,303
Equipment and other 4,914,162 7,597,677
Total deferred revenue 21,897,622 23,284,980
Non-current portion of deferred revenue 15,611,429 14,653,426
Current portion of deferred revenue $ 6,286,193 $ 8,631,554
Contract Costs – Contract costs consist of deferred commissions resulting from franchise and area development
sales by third-party and affiliate brokers. The total commission charged by the broker is deferred at the point of a
franchise sale. The commissions are evenly split among the number of studios purchased under the development
agreement and begin to be amortized when a subsequent franchise agreement is executed. The commissions are
recognized on a straight-line basis over the initial ten-year franchise agreement term to align with the recognition of
the franchise agreement or area development fees. The Company classifies these deferred contract costs as either
current deferred costs or non-current deferred costs in the consolidated balance sheet. The associated expense is
classified within costs of franchise and service revenue in the consolidated statements of operations. At December
31, 2019 and 2018, there were approximately $693,000 and $363,000 of current deferred costs and approximately
$7,601,000 and $7,505,000 in non-current deferred costs, respectively. The Company recognized approximately
$791,000 and $798,000 in franchise sales commissions expense for the years ended December 31, 2019 and 2018,
respectively. During the years ended December 31, 2019 and 2018 the Company recorded $754,000 and $2,012,000,
respectively, of deferred commission costs paid to affiliates of the Member, which are being recognized over the
initial ten-year franchise agreement term.
12
Shipping and Handling Fees – Shipping and handling fees billed to customers are recorded in merchandise and
equipment revenues. The costs associated with shipping goods to customers are included in costs of product revenue
in the accompanying consolidated statements of operations.
Costs of franchise and service revenue – Costs of franchise and service revenue consists of commissions related to
the signing of franchise agreements, travel and personnel expenses related to the on-site training provided to the
franchisees, and expenses related to the purchase of the technology packages and the related monthly fees. Costs of
franchise and service revenue excludes depreciation and amortization.
Costs of product revenue – Costs of product revenue consists of cost of equipment and merchandise and related
freight charges. Costs of product revenue excludes depreciation and amortization.
Advertising costs – Advertising costs are expensed as incurred. Advertising costs are included in selling, general
and administrative expense. For the years ended December 31, 2019 and 2018, the Company had approximately
$300,000 and $855,000, respectively, of advertising costs, including amounts spent in excess of marketing fund
revenue, if any.
Selling, general and administrative expenses – The Company’s selling, general and administrative (“SG&A”)
expenses consist of sales and marketing expenses, employee-related expenses and Member-allocated SG&A
expenses based on shared services primarily consisting of payroll, professional and legal fees, occupancy expenses,
management fees, travel expenses, and convention expenses. Allocations are generally divided evenly across all
franchisors owned by the Member, however in 2018, convention expenses were allocated based on the relative size
of the franchisors owned by the Member. Total allocations of convention expenses were approximately $581,000
and $914,000 for the years ended December 31, 2019 and 2018, respectively. Total allocations of convention
revenues were approximately $250,000 and $233,000 for the years ended December 31, 2019 and 2018,
respectively.
Marketing fund expenses – Marketing fund expenses are recognized as incurred, and any marketing fund
expenditures in excess of marketing fund revenue are reclassified as SG&A expenses in the accompanying
consolidated statements of operations.
Income taxes – As a single member LLC, the Company is considered a disregarded entity and the results of its
operations are filed with the Member’s federal and state income tax returns. As such, the Company itself is typically
not subject to an income tax liability as the taxable income or loss of the Company is passed through to the Member.
Therefore, no liability for federal income taxes has been included in the consolidated financial statements. The
Company accounts for uncertain tax positions in accordance with Accounting Standards Codification (“ASC”) 740.
ASC Topic 740 prescribes a recognition threshold and measurement process for accounting for uncertain tax
positions and also provides guidance on various related matters such as derecognition, interest, penalties, and
required disclosures. The Company does not have any uncertain tax positions. However, the Company is required to
pay an annual gross receipts fee and tax for its operations in California.
Comprehensive income – The Company does not have any components of other comprehensive income recorded
within its consolidated financial statements and, therefore does not separately present a statement of comprehensive
income in its consolidated financial statements.
Recently issued accounting pronouncements –

Accounting for leases – In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842).” This new
topic, which supersedes Topic 840, “Leases,” applies to all entities that enter into a contract that is or contains a
lease, with some specified scope exemptions. This new standard requires lessees to evaluate whether a lease is a
finance lease using criteria similar to those a lessee uses under current accounting guidance to determine whether it
has a capital lease. Leases that do not meet the criteria for classification as finance leases by a lessee are to be
classified as operating leases.
Under the new standard, for each lease classified as an operating lease, lessees are required to recognize on the
balance sheet: (i) a right-of-use (“ROU”) asset representing the right to use the underlying asset for the lease term
13
and (ii) a lease liability for the obligation to make lease payments over the lease term. Lessees can make an
accounting policy election, by class of underlying asset, to not recognize ROU assets and lease liabilities for leases
with a lease term of 12 months or less as long as the leases do not include options to purchase the underlying assets
that the lessee is reasonably certain to exercise. This standard also requires an entity to disclose key information
(both qualitative and quantitative) about the entity’s leasing arrangements. Upon adoption, entities are required to
recognize and measure leases at the beginning of the earliest period presented using a modified retrospective
approach, which includes a number of optional practical expedients that entities may elect to apply. Management is
currently evaluating the impact of this new guidance on its consolidated financial statements.
In November 2019, the FASB issued ASU No. 2019-10, “Financial Instruments – Credit Losses (Topic 326),
Derivatives and Hedging (Topic 815), and Leases (Topic 842)”, which defers the effective date of ASU No. 2016-02
to fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December
15, 2021.
Goodwill – In January 2017, the FASB issued ASU No. 2017-04, “Intangibles – Goodwill and Other (Topic 350).”
This ASU simplifies the subsequent measurement of goodwill. FASB eliminated the Step 2 analysis from the
goodwill impairment test which is meant to reduce the cost and complexity of evaluating goodwill for impairment.
The Company has yet to determine if this ASU will be material to its consolidated financial statements.
In November 2019, the FASB issued ASU No. 2019-10, “Financial Instruments – Credit Losses (Topic 326),
Derivatives and Hedging (Topic 815), and Leases (Topic 842)”, which defers the effective date of ASU No. 2017-04
to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years.
Fair value measurements – ASC 820, Fair Value Measurements and Disclosures, applies to all financial assets and
financial liabilities that are measured and reported on a fair value basis and requires disclosure that establishes a
framework for measuring fair value and expands disclosure about fair value measurements. ASC 820 establishes a
valuation hierarchy for disclosures of the inputs to valuations used to measure fair value.
This hierarchy prioritizes the inputs into three broad levels as follows:
Level 1 – Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that can be
accessed at the measurement date.
Level 2 – Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for
identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are
observable for the asset or liability (i.e., interest rates and yield curves), and inputs that are derived principally
from or corroborated by observable market data by correlation or other means (market corroborated inputs).
Level 3 – Unobservable inputs that reflect assumptions about what market participants would use in pricing
the asset or liability. These inputs would be based on the best information available, including the Company’s
own data.
The Company’s financial instruments include cash, restricted cash, accounts receivable, notes receivable, accounts
payable, accrued expenses and notes payable. The carrying amounts of these financial instruments are categorized
within Level 1 of the fair value hierarchy due to the short-term nature of these balances and approximate their fair
value due to their short maturities.
Note 3 – Notes Receivable

In 2017, the Company entered into a loan agreement with a franchisee for approximately $204,000. This loan is
unsecured, bears interest of 9.5% per annum and is repaid through weekly payments. The Company has also
provided loans to various franchisees through its relationship with Intensive Capital Inc. (“ICI”) (see Note 6 for
additional information). The Company accrues the interest as an addition to the principal balance as the interest is
earned. Activity related to notes receivable is presented within operating activities in the accompanying consolidated
14
statements of cash flows. At December 31, 2019 and 2018, the total principal balance of these loans was
approximately $240,000 and $698,000, respectively.
Note 4 – Property and Equipment

Property and equipment consisted of the following:
Estimated December 31,

Useful Life 2019 2018
Furniture and equipment 5 years $ 168,469 $ 169,844
Computers 3 years 75,870 61,869
Autos 3 years 11,900 11,900
Lesser of useful life or
Leasehold improvements lease term 94,235 94,235
Less: accumulated depreciation (215,735) (116,664)
Total property and equipment $ 134,739 $ 221,184
Depreciation expense was approximately $99,000 and $135,000 during the years ended December 31, 2019 and
2018, respectively.
Note 5 – Goodwill and Intangible Assets

Goodwill represents the excess of cost over the fair value of identifiable net assets acquired related to the purchase
of the “Club Pilates” concept. Goodwill and trademarks are not amortized but are tested annually for impairment or
more frequently if indicators of potential impairment exist. As of December 31, 2019, and 2018, there was no
change in previously reported goodwill and no impairment has been identified for goodwill or trademarks.
Intangible assets with an indefinite life consisted of the following:
Goodwill $75,337,723
Trademarks 20,407,150
Total $95,744,873
Intangible assets with a definite life consisted of the following:
December 31, 2019 December 31, 2018

Amortization Gross Accumulated Gross Accumulated
Period Amount Amortization Net Amount Amount Amortization Net Amount
Franchise
agreements 9 Years $8,100,000 $(2,356,364) $5,743,636 $8,100,000 $(1,472,727) $6,627,273
Non-compete
agreements 5 Years 1,100,000 (586,666) 513,334 1,100,000 (366,666) 733,334
Web design and
domain 3 Years 196,587 (132,290) 64,297 564,736 (223,958) 340,778
Total $9,396,587 $(3,075,320) $6,321,267 $9,764,736 $(2,063,351) $7,701,385
Amortization expense was approximately $1,292,000 and $1,275,000 for the years ended December 31, 2019 and
2018, respectively.
15
The estimated amortization expense of intangible assets is as follows:
Year Ending December 31,

2020 $ 1,156,121
2021 1,115,448
2022 956,970
2023 883,636
2024 883,636
Thereafter 1,325,456
$ 6,321,267
Note 6 – Related Party Transactions

Significant related party transactions consist of allocations of expenses from the Member, borrowings from, and
excess cash transfers to the Member and other related parties under common control of the Member or the
Member’s parent. During 2019, the Company recorded a reduction to Member’s equity of $15,458,341 as the
Company determined that the Member had no plan to repay these amounts in the foreseeable future. During the year
ended December 31, 2019, the Company advanced net funds to the Member and recognized allocations of Member
expenses aggregating $20,655,359. The aggregate receivable from the Member at December 31, 2019 was
$36,123,700.
In addition, the Member has a credit facility that requires collateral. All obligations under the Member’s credit
facility are secured by substantially all of the tangible and intangible assets of the Company.
Related party balances are as follows:
December 31,
2019 2018
Related party receivables:
Member $ — $ 15,458,341
Stretch Lab Franchise, LLC 259,775 349,498
CycleBar Holdco, LLC 332,423 250,801
Row House Franchise, LLC 90,575 181,485
PB Franchising, LLC 219,425 3,966
AKT Franchise, LLC 124,706 948
Yoga Six Franchise, LLC 11,035 165
Stride Franchise, LLC 161,273 —
Xponential Fitness Brands International, LLC 397,230 —
Club Pilates International, LLC 182,958 —
Total related party receivables $ 1,779,400 $ 16,245,204
Related party payable:
St. Gregory Development Group, LLC $ — $ 104,323
The Chief Executive Officer of the Company is the sole owner of ICI. ICI provides unsecured loans to the
Company, which loans the funds to the franchisees to purchase a franchise territory or to setup a studio. The
Company records notes payable and notes receivable for the funds that are transferred from ICI to the franchisee.
The notes from ICI to the Company accrue interest at the time the loan is made, which is recorded as interest
expense. The notes receivable begin to accrue interest 45 days after the issuance to the franchisee. At December 31,
2019 and 2018, the Company had recorded approximately $139,000 and $507,000 of notes receivable and $143,000
and $556,000 of notes payable, respectively. The Company recognized approximately $37,000 and $34,000 of
interest income and $74,000 and $62,000 of interest expense, respectively, for the years ended December 31, 2019
and 2018, respectively. ICI also provides loans directly to franchisees. During the years ended December 31, 2019
and 2018, the Company made interest payments on these loans to ICI on behalf of the franchisees of approximately
16
$46,000 and $0, respectively, which is included in SG&A expense in the accompanying consolidated statements of
operations.
Note 7 – Contingencies and Litigation

The Company has two warehouse leases that the Member has assumed the obligations associated with, and pays
amounts due and allocates expenses to the Company and affiliates. Additionally, the Company has two studio leases,
which are used to host training sessions. One of the studio leases expired in November 2019 and the other expires in
2020. Total expense for these training studios was approximately $67,000 and $65,000 for the years ended
December 31, 2019 and 2018, respectively. Future minimum leases payments at December 31, 2019 were
approximately $36,000, which will be paid in 2020.
The Company is subject to normal and routine litigation brought by former or current employees, customers,
franchisees, vendors, landlords or others. The Company intends to defend itself in any such matters. The Company
believes that the ultimate determination of liability in connection with legal claims pending against it, if any, will not
have a material adverse effect on its business, annual results of operations, liquidity or financial position; however, it
is possible that the Company’s business, results of operations, liquidity, or financial condition could be materially
affected in a particular future reporting period by the unfavorable resolution of one or more matters or contingencies
during such period.
Note 8 – Phantom Stock Plan

The Company has issued 13,158 phantom stock units to certain employees that settle, or are expected to settle, with
cash payments. The phantom stock units are awarded with vesting conditions that include a service period and/or
performance targets and a change of control and are subject to certain forfeiture provisions prior to vesting. There
was no expense recorded for the years ended December 31, 2019 and 2018 related to the phantom stock units. Upon
a change in control, the Company will record the then fair market value of such awards.
Note 9 – Subsequent Events

The Company has evaluated subsequent events through April 27, 2020, which is the date its consolidated financial
statements were available to be issued.
On March 11, 2020, the World Health Organization declared a novel strain of coronavirus disease (“COVID-19”) a
pandemic. In response to the pandemic, several states have required non-essential businesses to temporarily shut
down. As of April 27, 2020, substantially all of the franchisee’s studios have temporarily closed. The Company is
providing video on demand and livestream options to its franchisees and their members at no charge during the
temporary closures. The date at which the studios can reopen has not been specified by the applicable states. As of
April 27, 2020, franchisees continue to collect membership fees from their active members and the Company has
continued to collect the related royalties from the franchisees. Certain franchisee members have elected to freeze
their memberships until the studios reopen or cancel their memberships, which could result in decreased revenue for
franchisees and the Company.
The extent of COVID-19’s effect on the Company’s operational and financial performance will depend on future
developments, including the duration, spread and intensity of the pandemic, all of which are uncertain and difficult
to predict. Management is monitoring the potential effects of the health care related and economic conditions of
COVID-19 on the Company including any decrease or slowdown in sales and openings of franchise studios,
additional temporary closures of existing franchisee studios and financial distress for franchisees which could result
in lower franchise fee and royalty revenues, decreased equipment and merchandise sales and declines in related cash
flows. If the impact results in longer term closures of studios or lower cash flows, the Company may recognize
material asset impairments or charges for uncollectible accounts or notes receivable in future periods.
17
On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted to
provide financial aid to families and businesses impacted by the COVID-19 pandemic. The Company plans to
participate in the CARES Act and any other programs for which it is eligible.
18
Exhibit D
STATEMENT OF PROSPECTIVE FRANCHISEE

CLUB PILATES
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 Club Pilates (also called the "Franchisor” or “CLUB PILATES”) 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 Franchise Disclosure

Document containing disclosures about each of Franchisor’s
Initials _____________ current franchise offerings (each, a “Franchise”).
2. _____________, 20___ The date when I/we received a fully completed copy (other than
signatures) of the Franchise Agreement, Development
Initials _____________ Agreement (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 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 of the 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, a CLUB
PILATES 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 CLUB PILATES Studio Franchisees.
6. I confirm that, as advised, I’ve spoken with past and/or existing CLUB PILATES Studio Franchisees,
and that I made the decision as to which, and how many, CLUB PILATES 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 CLUB PILATES 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 CLUB PILATES Franchise, including the one to be operated by me/us, are my/our
personal business, marketing, sales, management, judgment and other skills.
Prospective Franchisee's Initials: _____________________________________
8. I/we agree and acknowledge that any information that was put into the specific form of Franchise
Agreement or Development Agreement that was not specifically set forth in the template form of these
agreements attached to the Disclosure Document that I/we was/were disclosed with, including any
specific details on the Site Selection Area, Designated Territory, Development Area, Development
Schedule, party contact information and/or ownership details and other information necessary to
complete the standard exhibits to the Franchise Agreement and/or Development Agreement, as
applicable, were mutually agreed to and/or requested by me/us. Moreover, I/we agree and acknowledge
that I/we had sufficient time to review the completed agreements with our business advisors and
attorney(s), as I/we determined appropriate, prior to entering into any such agreement with Franchisor.
Prospective Franchisee's Initials: _____________________________________
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 Club Pilates Franchise, LLC (949-346-9794), and (b) make a
written statement regarding such next to my signature below so that the Franchisor may address and
resolve any such issue(s) 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.
THE REST OF THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK

SIGNATURES TO THE FOREGOING ACKNOWLEDGEMENTS AND STATEMENTS ON THE FOLLOWING
PAGE

I/we understand and agree to all of the foregoing acknowledgements, 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

CLUB PILATES
OPERATIONS MANUAL
TABLE OF CONTENTS

Club Pilates Franchise, LLC Operations Brand Standards Manual
TABLE OF CONTENTS
Chapter 1: General Information ........................................................................1
1. The Purpose of the Manual......................................................................................................... 2

2. How to Use This Manual ............................................................................................................. 3
3. The Club Pilates Story ................................................................................................................. 5
3.1. The Brand ........................................................................................................................................ 5
3.1.1. The Brand Voice .............................................................................................................................. 6
3.1.2. The Brand Values ............................................................................................................................ 6
3.1.3. The Brand Promise ......................................................................................................................... 7
3.1.4. The Brand Manifesto ...................................................................................................................... 7
3.1.5. The Brand Position.......................................................................................................................... 8
Chapter 2: The Franchise Relationship ...........................................................1
1. The Franchisee/Franchisor Relationship ................................................................................. 2

1.1. Independent Contractor ............................................................................................................... 2
1.2. Independently Owned and Operated.......................................................................................... 2
1.3. You Are the CEO of This Business .............................................................................................. 3
2. Our Responsibilities .................................................................................................................... 4
2.1. Pre-opening Obligations ............................................................................................................... 4
2.2. Continuing Obligations................................................................................................................. 4
3. Your Obligations .......................................................................................................................... 6
3.1. Participation in the Business ........................................................................................................ 6
3.2. Compliance ..................................................................................................................................... 6
3.2.1. Club Pilates Standards .................................................................................................................. 6
3.2.2. Compliance with the Law .............................................................................................................. 7
3.2.3. Products & Services ........................................................................................................................ 7
3.2.4. Payment of Fees & Taxes .............................................................................................................. 7
3.2.5. Taxes .................................................................................................................................................. 8
3.3. Confidentiality ................................................................................................................................ 8
3.4. Site Development ........................................................................................................................... 8
3.4.1. Premises ............................................................................................................................................ 8
3.4.2. Opening ............................................................................................................................................. 8
3.4.3. Computers, Software & Technology........................................................................................... 8
3.5. Training ........................................................................................................................................... 9
3.6. Use of Marks & Proprietary Information .................................................................................... 9
3.7. Insurance ......................................................................................................................................... 9
3.8. Approved Products & Services ..................................................................................................... 11
3.9. Approved Vendors ......................................................................................................................... 12
3.10. Variances ....................................................................................................................................... 12
3.10.1. How to Request a Variance ........................................................................................................ 12
3.10.2. Requesting New Products & Items ............................................................................................ 13
3.11. Books, Records & Reports .......................................................................................................... 13
3.12. Audits & Inspections ................................................................................................................... 14
3.12.1. Financial Audits ............................................................................................................................. 15
4. Establishing Your Business Entity ............................................................................................ 17
4.1. Naming & Identification ................................................................................................................ 17
4.1.1. Correct Use of the Name ............................................................................................................... 17
4.1.2. Sample Business Names ................................................................................................................ 18
4.1.3. Governing Documents.................................................................................................................... 18
4.2. Tax Identification Numbers ......................................................................................................... 18
5. Transfer Your Franchise Agreement ........................................................................................ 20
5.1. Initial Assignment .......................................................................................................................... 20
5.1.1. Process ............................................................................................................................................... 21
5.2. Change in Ownership .................................................................................................................... 21
5.2.1. Process ............................................................................................................................................... 22
5.3. Transfers ......................................................................................................................................... 23
5.3.1. Death or Disability.......................................................................................................................... 23
Version Number: 1.00

Version Date: August 2018 Page i
Club Pilates Franchise, LLC Table of Contents
Operations Brand Standards Manual
5.3.2. Process ............................................................................................................................................... 24
Chapter 3: Operational Standards ....................................................................1
1. The Importance of Standards ..................................................................................................... 2

1.1. Objectivity & Measurement .......................................................................................................... 2
1.2. Measurement Process ................................................................................................................... 2
2. The Standards ............................................................................................................................... 4
2.1. Hours of Operations ...................................................................................................................... 4
2.2. Holiday Hours ................................................................................................................................. 4
2.3. Club Cleanliness and Maintenance Standards .......................................................................... 4
2.4. Signs and Marketing ...................................................................................................................... 5
2.5. Memberships, Gift Cards & Reciprocity ..................................................................................... 5
2.6. Holiday Décor ................................................................................................................................. 6
2.7. Music ................................................................................................................................................ 6
2.8. Workplace Attire............................................................................................................................. 6
2.9. Personal Hygiene & Appearance ................................................................................................. 6
2.10. Behavior Standards...................................................................................................................... 7
2.11. Quality Standards ........................................................................................................................ 7
2.12. Member Service Standards......................................................................................................... 8
2.13. Class Standards............................................................................................................................ 8
2.14. Training Classes .......................................................................................................................... 9
2.14.1. Club Pilates Teacher Training Program ................................................................................. 9
Chapter 4: Personnel ...........................................................................................1
1. Overview and Disclaimer ............................................................................................................ 2

2. Laws and Requirements .............................................................................................................. 3
2.1. @ Our Franchise ............................................................................................................................. 3
3. Job Descriptions ........................................................................................................................... 4
3.1. Elements of a Job Description ..................................................................................................... 4
3.2. Suggested Club Pilates Job Descriptions ................................................................................... 5
3.2.1. General Manager............................................................................................................................. 5
3.2.1.1. Responsibilities ....................................................................................................................... 5
3.2.1.2. Skills ........................................................................................................................................... 6
3.2.2. Instructor .......................................................................................................................................... 7
3.2.2.1. Minimum Education Requirement ..................................................................................... 7
3.2.2.2. Essential Duties and Responsibilities ............................................................................... 7
3.2.2.3. Skills and Qualifications ....................................................................................................... 7
3.2.3. Lead Instructor ................................................................................................................................ 9
3.2.3.2. Skills ........................................................................................................................................... 10
3.2.4. Sales Representative ...................................................................................................................... 11
3.2.4.2. Skills ........................................................................................................................................... 12
4. Lead Sources for Hiring............................................................................................................... 13
5. Club Pilates Support Calls .......................................................................................................... 15
6. Recruiting Instructors ................................................................................................................. 16
Chapter 5: Studio Operations Best Practices .................................................1
1. Overview ........................................................................................................................................ 2
2. Club Pilates Classes ..................................................................................................................... 3
2.1. Class Standards .............................................................................................................................. 3
2.2. Signature Classes ........................................................................................................................... 4
2.2.1. CP Intro Class ................................................................................................................................... 4
2.2.2. CP Reformer Flow............................................................................................................................ 5
2.2.3. CP F.I.T. .............................................................................................................................................. 5
2.2.4. CPCardio Sculpt ............................................................................................................................... 5
2.2.5. CP Center + Balance ....................................................................................................................... 5
2.2.6. CP Control ......................................................................................................................................... 6
2.2.7. CP Restore ......................................................................................................................................... 6
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2.2.8. CP Suspend ....................................................................................................................................... 6

2.2.9. CP Teen .............................................................................................................................................. 6
2.3. Class Levels ..................................................................................................................................... 7
2.3.1. Level 1 – Foundation ...................................................................................................................... 7
2.3.2. Level 1.5 Progression ..................................................................................................................... 7
2.3.3. Level 2 – Evolution .......................................................................................................................... 7
2.3.4. Level2.5 – Mastery .......................................................................................................................... 7
2.4. Creating a Class Schedule ............................................................................................................ 8
2.4.1. Soft Opening Schedule to 100 Members ................................................................................... 8
2.4.2. Grand Opening Schedule 100-200 Members........................................................................... 9
2.4.3. Sustainable Studio Schedule – 200+ Members........................................................................ 10
3. Intro Class ..................................................................................................................................... 12
3.1. Before Class .................................................................................................................................... 12
3.2. During Class ................................................................................................................................... 12
3.3. End of Class .................................................................................................................................... 12
3.4. Class Variations.............................................................................................................................. 14
4. Private Training ............................................................................................................................ 22
5. Retail ............................................................................................................................................... 24
5.1. Approved Products ........................................................................................................................ 24
5.2. How to Order .................................................................................................................................. 24
5.2.1. Start-up Orders ............................................................................................................................... 25
5.2.2. Pre-Sale Orders ................................................................................................................................ 25
5.2.3. Reorders ............................................................................................................................................ 25
5.3. Return Policy ................................................................................................................................... 26
5.4. Merchandising & Display .............................................................................................................. 26
5.4.1. Floor Plan .......................................................................................................................................... 26
5.4.2. Retail Display ................................................................................................................................... 26
5.4.3. Suggested Planograms .................................................................................................................. 27
5.4.4. Approved Vendors .......................................................................................................................... 28
6. Daily Activities .............................................................................................................................. 29
6.1. Service Standards ........................................................................................................................... 29
6.1.1. Instructors and Students in the Studio ..................................................................................... 29
6.1.2. Instructors & Teacher Training Students ................................................................................. 29
6.1.3. CEO Customer Service ................................................................................................................... 29
6.2. Activities .......................................................................................................................................... 30
6.2.1. Daily Sales Emails ........................................................................................................................... 30
6.2.2. Unhappy Member Emails .............................................................................................................. 30
6.2.3. Instructor Praise Emails ................................................................................................................ 30
6.2.4. Late Cancel Emails .......................................................................................................................... 31
6.2.5. Sales Rep Phone Practices ............................................................................................................ 31
6.3. ClubReady Issues ........................................................................................................................... 31
6.4. Studio Cleanliness Best Practices ................................................................................................ 31
6.5. Voicemail ......................................................................................................................................... 32
6.6. Shift Notes & Changes .................................................................................................................. 32
6.7. Closing Procedures ........................................................................................................................ 32
7. ClubReady ...................................................................................................................................... 33
8. NetPulse App ................................................................................................................................. 34
9. Teacher Training .......................................................................................................................... 35
9.1. Program ........................................................................................................................................... 35
9.2. Marketing ........................................................................................................................................ 35
9.3. Hosting ............................................................................................................................................ 36
10. Club Pilates on Demand ............................................................................................................ 37
10.1. Club Pilates on Demand App ..................................................................................................... 37
10.2. Sales Process ................................................................................................................................ 40
10.2.1. Member Acquisition via the Studio .......................................................................................... 43
10.2.2. Subscriber Acquisition Corporate ............................................................................................ 44
10.3. Revenue Split ................................................................................................................................ 45
11. The Member................................................................................................................................. 46
11.1. Member Needs & Goals .............................................................................................................. 46
11.1.1. Age Requirements ......................................................................................................................... 46
11.1.2. Teacher Training .......................................................................................................................... 46
11.1.3. Unhappy Members ........................................................................................................................ 47
11.1.4. Instructor Praise ........................................................................................................................... 47

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11.1.5. Late Cancellations ........................................................................................................................ 47

11.2. Handling Dissatisfied Members ................................................................................................ 47
11.2.1. Listen & Understand..................................................................................................................... 47
11.2.2. Ask for a Suggestion .................................................................................................................... 48
11.2.3. Offer a Solution ............................................................................................................................. 48
11.2.4. Get Agreement ............................................................................................................................... 48
11.2.5. Deliver on the Promise ................................................................................................................ 48
11.2.6. Follow Up ......................................................................................................................................... 48
11.2.7. Difficult Members ......................................................................................................................... 49
Chapter 6: Sales ....................................................................................................1
1. Competition ................................................................................................................................... 2
1.1. Who Is the Competition ................................................................................................................ 2
1.2. Understanding Your Market ......................................................................................................... 2
1.3. Example Competitive Analysis .................................................................................................... 3
1.4. Secret Shopping ............................................................................................................................. 3
2. Pre-Sale ........................................................................................................................................... 4
2.1.1. Expectations...................................................................................................................................... 4
2.1.2. Pricing Specials ................................................................................................................................ 5
2.2. Memberships Programs ................................................................................................................ 5
2.2.1. Global Fit ........................................................................................................................................... 5
2.2.2. Bump Club & Beyond (BCB) ........................................................................................................... 6
2.2.3. ClassPass ........................................................................................................................................... 6
2.2.4. Groupon/Living Social.................................................................................................................... 7
2.2.5. Thread Nation .................................................................................................................................. 7
2.3. Lulu Lemon ..................................................................................................................................... 8
2.4. Waitlist ............................................................................................................................................. 8
2.5. Passport All Access ........................................................................................................................ 8
2.5.1. Unlimited Single Club Access ....................................................................................................... 9
2.5.2. Annual Unlimited ............................................................................................................................ 9
3. Membership Rates........................................................................................................................ 10
4. Private Training ............................................................................................................................ 13
5. Sales Objections ........................................................................................................................... 14
5.1. Price .................................................................................................................................................. 14
5.2. Have to Think About It .................................................................................................................. 14
5.3. Talk to My Spouse/Partner ........................................................................................................... 15
5.4. I Can Do It on My Own .................................................................................................................. 15
6. Sign Them Up ................................................................................................................................ 16
7. Retention........................................................................................................................................ 17
7.1. Intro Class ....................................................................................................................................... 17
7.1.1. Sales Staff ......................................................................................................................................... 17
7.1.2. Instructors......................................................................................................................................... 18
7.1.3. Sales Staff ......................................................................................................................................... 19
8. Sales Time Line ............................................................................................................................. 20
Chapter 7: Crisis Management ..........................................................................1
1. Defining a Crisis ........................................................................................................................... 2

2. Crisis Communication ................................................................................................................. 3
2.1. First Responders ............................................................................................................................ 4
2.2. Spokesperson ................................................................................................................................. 4
2.3. Member Liaison .............................................................................................................................. 5
2.4. Documentation Specialist ............................................................................................................. 5
2.5. Dealing with the Press .................................................................................................................. 5
2.5.1. Who May Talk to the Public .......................................................................................................... 5
2.5.2. What Not to Say ............................................................................................................................... 6
Chapter 8: Studio Administration .....................................................................1
1. Key Performance Indicators (KPI) & Profitability .................................................................... 2

1.1. Sales ................................................................................................................................................. 2

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1.1.1. Gross Sales ........................................................................................................................................ 2

1.1.2. Member Volume............................................................................................................................... 2
1.2. Costs ................................................................................................................................................ 2
1.2.1. Labor Costs ....................................................................................................................................... 2
1.2.2. COGS (Cost of Goods Sold) ............................................................................................................ 3
1.2.3. Marketing .......................................................................................................................................... 3
2. Managing the Numbers ............................................................................................................... 4
2.1. Reports............................................................................................................................................. 4
2.1.1. Prospect Reports ............................................................................................................................. 4
2.1.2. Sales Reports .................................................................................................................................... 4
2.1.3. Daily.................................................................................................................................................... 5
2.1.4. Weekly ................................................................................................................................................ 5
2.1.5. Monthly .............................................................................................................................................. 5
3. Inventory Control ......................................................................................................................... 7
4. Risk Management ......................................................................................................................... 8
4.1. Crime ................................................................................................................................................ 8
4.2. Cash on Hand ................................................................................................................................. 9
4.3. Security Cameras ........................................................................................................................... 9
4.4. Locked Doors.................................................................................................................................. 9
4.5. General Safety ................................................................................................................................. 9
4.5.1. Spills & Water ................................................................................................................................... 9
4.5.2. Lifting ................................................................................................................................................. 10
4.5.3. Fire & Earthquake Safety .............................................................................................................. 10
4.5.4. Emergency Care .............................................................................................................................. 10
4.5.5. Incident Reports............................................................................................................................... 11
5. Data Security ................................................................................................................................. 12

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Exhibit F
SAMPLE FORM OF GENERAL RELEASE OF ALL CLAIMS

SAMPLE FORM OF GENERAL RELEASE OF ALL CLAIMS
_______________________ (FRANCHISEE”) and ______________________, an individual (“GUARANTOR”)

enter into this General Release on __________________, with reference to the following facts:
1. On ______________________, Club Pilates Franchise, LLC, a Delaware limited liability

company (“FRANCHISOR”), and FRANCHISEE entered into a Franchise Agreement (the “Franchise Agreement”)
to operate a CLUB PILATES Franchised Business located at _________________________________ (the
“Premises”). GUARANTOR guaranteed FRANCHISEE’s performance under the Franchise Agreement pursuant
to a Guarantee and Assumption of Obligations (the “Guarantee”). In consideration of FRANCHISOR’S processing
and approval of _____________________________________________________, the Franchise Agreement
provides that FRANCHISEE must sign this General Release as a condition to such ___________. All capitalized
terms not otherwise defined in this General Release shall have the same meaning as in the Franchise
Agreement and/or the Guarantee.
2. For valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
FRANCHISEE and GUARANTOR hereby release and forever discharge FRANCHISOR, its parents and subsidiaries
and the directors, officers, employees, attorneys and agents of said corporations, and each of them, from any
and all claims, obligations, liabilities, demands, costs, expenses, damages, actions and causes of action, of
whatever nature, character or description, known or unknown (collectively “Damages”), which arose on or
before the date of this General Release, including any Damages with respect to the Franchise Agreement, the
Franchised Business, the Premises and the Guarantee. FRANCHISEE waives any right or benefit which
FRANCHISEE or GUARANTOR may have under Section 1542 of the California Civil Code or any equivalent law
or statute of any other state. Section 1542 of the California Civil Code reads as follows:
"Section 1542. Certain claims not affected by general release. A general 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 if know by him must have materially affected his settlement with the debtor."
3. This General Release sets forth the entire agreement and understanding of the parties
regarding the subject matter of this General Release and any agreement, representation or understanding,
express or implied, heretofore made by any party or exchanged between the parties are hereby waived and
canceled.
4. This Agreement shall be binding upon each of the parties to this General Release and their
respective heirs, executors, administrators, personal representatives, successors and assigns.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the day and year set
forth above.
FRANCHISEE:
By:
Print Name:
Title:
GUARANTOR:
, an individual

Exhibit G
STATE SPECIFIC ADDENDA

ADDITIONAL STATE DISCLOSURES
If the franchise is located in or if franchisee is a resident of any of the following states, then the
designated provisions in the Uniform Franchise Disclosure Document (“Disclosure Document”) and
Franchise Agreement will be amended as follows:
CALIFORNIA
ADDENDUM TO DISCLOSURE DOCUMENT
California Corporations Code, Section 31125 requires the franchisor to give the franchisee a
disclosure document, approved by the Department of Financial Protection and Innovation, prior to a
solicitation of a proposed material modification of an existing franchise.
Our website has not been reviewed or approved by the California Department of Financial
Protection and Innovation. Any complaints concerning the content of this website may be directed to the
California Department of Financial Protection and Innovation at www.dfpi.ca.gov.
THE CALIFORNIA FRANCHISE INVESTMENT LAW REQUIRES THAT A COPY OF ALL PROPOSED
AGREEMENTS RELATING TO THE SALE OF THE FRANCHISE BE DELIVERED TOGETHER WITH THE
DISCLOSURE DOCUMENT.
1. The following language is added to the end of Item 3 of the Disclosure Document:
Neither Club Pilates Franchise, LLC, nor any person identified in Item 2, or an
affiliate or franchise broker offering franchises under our principal trademark is subject
to any currently effective order of any national securities association or national securities
exchange, as defined in the Securities and Exchange Act of 1934, 15 U.S.C.A. 78a et seq.,
suspending or expelling such person from membership in such association or exchange.
2. The following paragraphs are added at the end of Item 17 of the Disclosure Document:
The Franchise Agreement requires franchisee to execute a general release of

claims upon renewal or transfer of the Franchise Agreement. California Corporations
Code Section 31512 provides that any condition, stipulation or provision purporting to
bind any person acquiring any franchise to waive compliance with any provision of that
law or any rule or order thereunder is void.
California Business and Professions Code Sections 20000 through 20043 provide
rights to franchisees concerning termination or non-renewal of a franchise. If the
Franchise Agreement contains a provision that is inconsistent with the law, the law will
control.
The Franchise Agreement provides for termination upon bankruptcy. This

provision may not be enforceable under federal bankruptcy law (11 U.S.C.A. Sec. 101 et
seq.).
The Franchise Agreement contains a covenant not to compete which extends

beyond the termination of the franchise. This provision may not be enforceable under
California law but we will enforce it to the extent enforceable.

The Franchise Agreement requires application of the laws of the state where the
business is located. This provision may not be enforceable under California law, but we
will enforce it to the extent enforceable.
The Franchise Agreement requires binding arbitration. The arbitration will occur
in Orange County, California, with the costs being borne by the non-prevailing party. The
prevailing party shall be entitled to recover reasonable compensation for expenses, costs
and fees in connection with arbitration, including reasonable attorney’s fees. Prospective
franchisees are encouraged to consult private legal counsel to determine the applicability
of California and federal laws (such as Business and Professions Code Section 20040.5
Code of Civil Procedure Section 1281, and the Federal Arbitration Act) to any provisions
of a franchise agreement restricting venue to a forum outside the State of California.

HAWAII
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 the franchisor and 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 of law, is deleted and replaced with the
following:
Illinois law applies.
3. Illinois law governs the agreement(s) between the parties to this franchise.
4. Any provision in a franchise agreement 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 of the Illinois Franchise Disclosure Act of 1987 (as amended),
the parties to the attached Franchise Agreement (“Agreement”) agree as follows:
1. Governing Law.
a. Section 16.7 of the Franchise Agreement, “CHOICE OF LAWS,” 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) of the Development Agreement is hereby amended to provide that Illinois law
governs the agreements between the parties to this franchise.
3. 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 of
Illinois is void. However, a franchise agreement/development agreement may provide for
arbitration in a venue outside of Illinois.
4. Section 41 of the 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 Illinois franchise law, 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.
Club Pilates Franchise, LLC Franchisee:
By: By:
Title: Title:

MARYLAND
1. The “Summary” section of Item 17(c) entitled Requirements for you to renew or extend, and the
“Summary” section of Item 17(m) entitled Conditions for our approval of transfer, is 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 (defaults which cannot be cured),
is amended by adding the following:
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
A franchisee may bring a lawsuit in Maryland for claims arising under the Maryland

MARYLAND
AMENDMENT TO FRANCHISE AGREEMENT AND AREA DEVELOPMENT AGREEMENT
The Franchise Agreement and Area Development 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.
Sections 17.3 and 17.4 of the Franchise Agreement and Section 22(H) of the Area Development
Agreement 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 of the 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.
IN WITNESS WHEREOF, each of the undersigned hereby acknowledges having read this Amendment,
understands and consents to be bound by all of its terms.
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
The following disclosures are required by the State of Michigan:
1. THE STATE OF MICHIGAN PROHIBITS CERTAIN UNFAIR PROVISIONS THAT ARE SOMETIMES IN
FRANCHISE DOCUMENTS. IF ANY OF THE FOLLOWING PROVISIONS ARE IN THESE FRANCHISE
DOCUMENTS, THE PROVISIONS ARE VOID AND CANNOT BE ENFORCED AGAINST YOU.
Each of the following provisions is void and unenforceable if contained in any documents related
to a franchise:
A. A prohibition on the right of a franchisee to join an association of franchisees.
B. A requirement that a franchisee assent to a release, assignment, novation, waiver or

estoppel which deprives a franchisee of rights and protections provided in the Michigan Franchise
Investment Act. This shall not preclude a franchisee, after entering into a franchise agreement, from
settling any and all claims.
C. A provision that permits a franchisor to terminate a franchise prior to the expiration of

this term except for good cause. Good cause shall include the failure of the franchisee to comply with any
lawful provision of the franchise agreement and to cure such failure after being given written notice
thereof and a reasonable opportunity, which in no event need be more than 30 days, to cure such failure.
D. A provision that permits a franchisor to refuse to renew a franchise without fairly

compensating the franchisee by repurchase or other means for the fair market value at the time of
expiration of the franchisee’s inventory, supplies, equipment, fixtures and furnishings. Personalized
materials which have no value to the franchisor and inventory, supplies, equipment, fixtures and
furnishings not reasonably required in the conduct of the franchise business are not subject to
compensation. This subsection applies only if: (i) the term of the franchise is less than 5 years, and (ii) the
franchisee is prohibited by the franchise or other agreement from continuing to conduct substantially the
same business under another trademark, service mark, trade name, logotype, advertising or other
commercial symbol in the same area subsequent to the expiration of the franchise or the franchisee does
not receive at least 6 months advance notice of franchisor’s intent not to renew the franchise.
E. A provision that permits the franchisor to refuse to renew a franchise on terms generally
available to other franchisees of the same class or type under similar circumstances. This section does not
require a renewal provision.
F. A provision requiring that arbitration or litigation be conducted outside this state. This
shall not preclude the franchisee from entering into an agreement, at the time of arbitration, to conduct
arbitration at a location outside this state.
G. A provision which permits a franchisor to refuse to permit a transfer of ownership of a

franchise, except for good cause. The subdivision does not prevent a franchisor from exercising a right of
first refusal to purchase the franchise. Good cause shall include, but is not limited to:

1) The failure of the proposed transferee to meet the franchisor’s then-current
reasonable qualifications or standards.
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 of the 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. If 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 a franchisee, arrange for the escrow of initial
investment and other funds paid by the franchisee until the obligations to provide real estate,
improvements, equipment, inventory, training or other items included in the franchise offering 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) 373-1160
Note: Despite paragraph F above, we intend to enforce fully 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 of the 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
AMENDMENT TO FRANCHISE AGREEMENT
The Franchise Agreement is specifically amended as follows:
In recognition of the Minnesota Franchise Law, Minn. Stat., Chapter 80C, Sections 80C.01 through 80C.22,
and the Rules and Regulations promulgated pursuant thereto by the Minnesota Commission of Securities,
Minnesota Rule 2860.4400, et seq., the parties to the attached Franchise Agreement (“Agreement”) agree
as follows:
With respect to franchises governed by Minnesota law, Franchisor will comply with Minn.
Stat. Sec. 80C.14, Subds. 3, 4 and 5 which require, except in certain specified cases, that
Franchisee be given 90 days’ notice of termination (with 60 days to cure) and 180 days’
notice of non-renewal of the Agreement.
As required by Minnesota Franchise Act, Minn. Stat. Sec. 80C.12(g), Franchisor will
reimburse Franchisee for any costs incurred by Franchisee in the defense of Franchisee’s
right to use the Marks, so long as Franchisee was using the Marks in the manner authorized
by Franchisor, and so long as Franchisor is timely notified of the claim and is given the right
to manage the defense of the claim including the right to compromise, settle or otherwise
resolve the claim, and to determine whether to appeal a final determination of the claim.
With respect to franchises governed by Minnesota law, Franchisor will comply with Minn.
Stat. Sec. 80C.14, Subds. 3, 4 and 5 which require, except in certain specified cases, that
Franchisee be given 90 days’ notice of termination (with 60 days to cure) and 180 days’
notice of non-renewal of the Agreement.
A general release shall not relieve any person from liability imposed by the Minnesota
Franchise Law, Minn. Stat., Chapter 80C, Section 80C.22.
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.
Any claims brought pursuant to the Minnesota Franchises Act, § 80.C.01 et seq. must be
brought within 3 years after the cause of action accrues. To the extent that any provision
of the Franchise Agreement imposes a different limitations period, the provision of the Act
shall control.
IN WITNESS WHEREOF, each of the undersigned hereby acknowledges having read this Amendment,
understands and consents to be bound by all of its terms.
By: By:
Title: Title:

NEW YORK
The Disclosure Document is amended as follows:
The following information is added to the cover page of the Franchise Disclosure Document:
INFORMATION COMPARING FRANCHISORS IS AVAILABLE. CALL THE STATE ADMINISTRATORS

LISTED IN EXHIBIT A OR YOUR PUBLIC LIBRARY FOR SOURCES OF INFORMATION. REGISTRATION
OF THIS FRANCHISE BY NEW YORK STATE DOES NOT MEAN THAT NEW YORK STATE
RECOMMENDS IT OR HAS VERIFIED THE INFORMATION IN THIS FRANCHISE DISCLOSURE
DOCUMENT. IF YOU LEARN THAT ANYTHING IN THE FRANCHISE DISCLOSURE DOCUMENT IS
UNTRUE, CONTACT THE FEDERAL TRADE COMMISSION AND NEW YORK STATE DEPARTMENT
OF LAW, BUREAU OF INVESTOR PROTECTION AND SECURITIES, 120 BROADWAY, 23RD FLOOR,
NEW YORK, NEW YORK 10271. THE FRANCHISOR MAY, IF IT CHOOSES, NEGOTIATE WITH YOU
ABOUT ITEMS COVERED IN THE FRANCHISE DISCLOSURE DOCUMENT. HOWEVER, THE
FRANCHISOR CANNOT USE THE NEGOTIATING PROCESS TO PREVAIL UPON A PROSPECTIVE
FRANCHISEE TO ACCEPT TERMS WHICH ARE LESS FAVORABLE THAN THOSE SET FORTH IN THIS
FRANCHISE DISCLOSURE DOCUMENT.
The following is added at the end of Item 3:
Except as provided above, with regard to the franchisor, its predecessor, a person identified in Item
2, or an affiliate offering franchises under the franchisor’s principal trademark:
A. No such party has an administrative, criminal or civil action pending against that person alleging:
a felony, a violation of a franchise, antitrust, or securities law, fraud, embezzlement, fraudulent
conversion, misappropriation of property, unfair or deceptive practices, or comparable civil or
misdemeanor allegations.
B. No such party has pending actions, other than routine litigation incidental to the business, which
are significant in the context of the number of franchisees and the size, nature or financial
condition of the franchise system or its business operations.
C. No such party has been convicted of a felony or pleaded nolo contendere to a felony charge or,
within the 10 year period immediately preceding the application for registration, has been
convicted of or pleaded nolo contendere to a misdemeanor charge or has been the subject of a
civil action alleging: violation of a franchise, antifraud, or securities law; fraud; embezzlement;
fraudulent conversion or misappropriation of property; or unfair or deceptive practices or
comparable allegations.
D. No such party is subject to a currently effective injunctive or restrictive order or decree relating
to the franchise, or under a Federal, State, or Canadian franchise, securities, antitrust, trade
regulation or trade practice law, resulting from a concluded or pending action or proceeding
brought by a public agency; or is subject to any currently effective order of any national securities
association or national securities exchange, as defined in the Securities and Exchange Act of 1934,

suspending or expelling such person from membership in such association or exchange; or is
subject to a currently effective injunctive or restrictive order relating to any other business activity
as a result of an action brought by a public agency or department, including, without limitation,
actions affecting a license as a real estate broker or sales agent.
The following is added to the end of Item 4:
Neither the franchisor, its affiliate, its predecessor, officers, or general partner during the 10-year
period immediately before the date of the offering circular: (a) filed as debtor (or had filed against
it) a petition to start an action under the U.S. Bankruptcy Code; (b) obtained a discharge of its
debts under the bankruptcy code; or (c) was a principal officer of a company or a general partner
in a partnership that either filed as a debtor (or had filed against it) a petition to start an action
under the U.S. Bankruptcy Code or that obtained a discharge of its debts under the U.S.
Bankruptcy Code during or within 1 year after that officer or general partner of the franchisor
held this position in the company or partnership.
The following is added to the end of Item 5:
The initial franchise fee constitutes part of our general operating funds and will be used as such
in our discretion.
The following is added to the end of the “Summary” sections of Item 17(c), titled “Requirements for
franchisee to renew or extend,” and Item 17(m), entitled “Conditions for franchisor approval of
transfer”:
However, to the extent required by applicable law, all rights you enjoy and any causes of action
arising in your favor from the provisions of Article 33 of the General Business Law of the State of
New York and the regulations issued thereunder shall remain in force; it being the intent of this
proviso that the
non-waiver provisions of General Business Law Sections 687.4 and 687.5 be satisfied.
The following language replaces the “Summary” section of Item 17(d), titled “Termination by franchisee”:
You may terminate the agreement on any grounds available by law.
The following is added to the end of the “Summary” section of Item 17(j), titled “Assignment of contract
by franchisor”:
However, no assignment will be made except to an assignee who in good faith and judgment of
the franchisor, is willing and financially able to assume the franchisor’s obligations under the
Franchise Agreement.
The following is added to the end of the “Summary” sections of Item 17(v), titled “Choice of forum”, and
Item 17(w), titled “Choice of law”:

The foregoing choice of law should not be considered a waiver of any right conferred upon the
franchisor or upon the franchisee by Article 33 of the General Business Law of the State of New
York.
NORTH DAKOTA
1. The following language is added to the “Summary” section of Item 17(c) entitled Requirements
for you to renew or extend and Item 17(m) entitled Conditions for our 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 Your 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
by 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.

NORTH DAKOTA
1. The following is added to Section 3.2, “RENEWAL” and Section 14 “TRANSFER OF INTEREST”:
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 following is added to Section 17.4, "CHOICE OF FORUM":
However, to the extent allows by the North Dakota Franchise investment Law, Franchisee
may commence any cause of action against Franchisor in any court of competent
jurisdiction, including the state or federal courts of North Dakota.
3. The following is added to Section 16.1, “MANDATORY BINDING ARBITRATION”
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 Franchisor and Franchisee mutually agree.
4. Section 18, “ACKNOWLEDGMENTS” is amended by the addition of the following language to the
original language that appears therein to read as follows:
Franchisee acknowledges that Franchisee received a copy of this Agreement, the

attachments hereto, 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 13.1 (regarding post-term restrictions) is amended by the addition of the following
language to the original language that appears therein:
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.
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

RHODE ISLAND
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 17.4, “CHOICE OF FORUM” is amended by adding the following:
§19-24.1-14 of the Rhode Island Franchise Investment Act provides that “A

provision in a franchise agreement restricting jurisdiction or venue to a forum
outside this state or requiring the application of the laws of another state is void
with respect to a claim otherwise enforceable under this Act.”
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 Club Pilates 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 recognition of the requirements of the Washington Franchise Investment Protection Act (RCW
19.100.180), the Franchise Disclosure Document is revised as follows:
1. The following paragraphs are added at the end of Item 17:
The state of Washington has a statute, RCW 19.100.180, which may supersede the
Franchise Agreement in your relationship with the franchisor including the areas of
termination and renewal of your franchise. There may also be court decisions which may
supersede the franchise agreement in your relationship with the franchisor including the
areas of termination and renewal of your franchise.
In any arbitration involving a franchise purchased in Washington, the arbitration site shall
be either in the state of Washington, or in a place mutually agreed upon at the time of
the arbitration, or as determined by the arbitrator.
In the event of a conflict of laws, the provisions of the Washington Franchise Investment
Protection Act, Chapter 19.100 RCW shall prevail.
A release or waiver of rights executed by a franchisee shall not include rights under the
Washington Franchise Investment Protection Act except when executed pursuant to a
negotiated settlement after 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 of limitations period for claims under the Act, rights or
remedies under the Act such as a right to a jury trial may not be enforceable.
Transfer fees are collectable to the extent that they reflect the franchisor’s reasonable
estimated or actual costs in effecting a transfer.

WASHINGTON
AMENDMENT TO FRANCHISE AGREEMENT AND DEVELOPMENT AGREEMENT
In recognition of the requirements of the Washington Franchise Investment Protection Act (RCW
19.100.180), the parties to the attached Franchise Agreement and/or Development Agreement agree as
follows:
The state of Washington has a statute, RCW 19.100.180, which may supersede the
Franchise Agreement in your relationship with the franchisor including the areas of
termination and renewal of your franchise. There may also be court decisions which may
supersede the franchise agreement in your relationship with the franchisor including the
areas of termination and renewal of your franchise.
In any arbitration involving a franchise purchased in Washington, the arbitration site shall
be either in the state of Washington, or in a place mutually agreed upon at the time of
the arbitration, or as determined by the arbitrator.
In the event of a conflict of laws, the provisions of the Washington Franchise Investment
Protection Act, Chapter 19.100 RCW shall prevail.
A release or waiver of rights executed by a franchisee shall not include rights under the
Washington Franchise Investment Protection Act except when executed pursuant to a
negotiated settlement after 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 of limitations period for claims under the Act, rights or
remedies under the Act such as a right to a jury trial may not be enforceable.
Transfer fees are collectable to the extent that they reflect the franchisor’s reasonable
estimated or actual costs in effecting a transfer.
By: By:
Title: Title:

Exhibit H
LIST OF FRANCHISEES AND THEIR OUTLETS

LIST OF OPEN FRANCHISEES AS OF DECEMBER 31, 2020 AND THEIR FRANCHISED STUDIOS
Franchisee Address City State Phone Email ADA?

Brazell, Craig 2311 Bent Creek RD STE 600 Auburn Alabama 334-414-4548 [email protected] Yes
Booker, Lindsay 707 Richard Arrington Jr. Blvd. S #106 Birmingham Alabama 205-440-2953 [email protected] Yes
Booker, Lindsay 3169 Green Valley Road Birmingham Alabama 205-777-7976 [email protected] Yes
Booker, Lindsay 1839 Montgomery Hwy. Suite D Hoover Alabama 205-937-7265 [email protected] Yes
Schultz, Joshua 7564 Hwy 72 West, Suite B Madison Alabama 256-680-3776 [email protected] No
Brazell, Lanie 2940 #D Zelda Rd Montgomery Alabama 334-328-2465 [email protected] No
Brazell, Craig 8143 Vaughn Rd Montgomery Alabama 334-603-8055 [email protected] Yes
Guzick, Bill 4085 South Gilbert Road, Shops B - Suite 5 Chandler Arizona 480-771-4459 [email protected] Yes
Anderson, Doug 3131 S. Market St, Suite 103 Gilbert Arizona 480-999-3825 [email protected] No
Gage, Angela 17570 N 75th Ave., Suite F630 Glendale Arizona 623-230-4088 [email protected] Yes
Maro, Cheryl 783 South Cotton Lane, Suite C-2 Goodyear Arizona 632-562-3344 [email protected] Yes
Hansen, Peter 3130 N. Recker Road Suite 103 Mesa Arizona 480-562-3501 [email protected] Yes
Hansen, Peter 2110 East Baseline Rd, Ste 3 Mesa Arizona 480-795-5916 [email protected] Yes
Garrison, Kathy 7972 N Oracle Rd Oro Valley Arizona 520-244-3300 [email protected] Yes
Maro, Cheryl 24775 N. Lake Pleasant Parkway, Suite 102 Peoria Arizona 623-473-7768 [email protected] Yes
Gage, Angela 6819 N. 16th Street Suite 7 Phoenix Arizona 602-888-8824 [email protected] Yes
Gatzemeier, Don 20910 N. Tatum Blvd., Suite 110 Phoenix Arizona 480-795-3357 [email protected] Yes
Gatzemeier, Don 10633 N Tatum Blvd, #102 Phoenix Arizona 480-506-0234 [email protected] Yes
Jacobs, Keith 3750 E. Indian School Road Phoenix Arizona 480-372-4692 [email protected] Yes
Pickens, Kim 2450 W Happy Valley Road, #1149 Phoenix Arizona 623-312-8505 [email protected] Yes
Hansen, Peter 21051 S Ellsworth Loop Road, Suite 103 Queen Creek Arizona 480-712-5965 [email protected] Yes
Gatzemeier, Don 16447 N. Scottsdale Rd. Suite 119 Scottsdale Arizona 480-447-4044 [email protected] Yes
Jacobs, Keith 9301 E. Shea Unit 104 Scottsdale Arizona 480-771-3774 [email protected] Yes
Jacobs, Keith 8787 N. Scottsdale Rd. Ste 232 Scottsdale Arizona 480-462-1299 [email protected] Yes
Pickens, Kim 31313 N Scottsdale Rd. Scottsdale Arizona 480-900-7278 [email protected] Yes
Guzick, Bill 1825 East Guadalupe Ste F-102 Tempe Arizona 480-566-0335 [email protected] Yes
Garrison, Kathy 6872 EAST SUNRISE DRIVE, #150 Tucson Arizona 520-428-0130 [email protected] Yes

Teater, Bryce 16900 Chenal Parkway, Suite 160 Little Rock Arkansas 501-762-0106 [email protected] Yes
Teater, Bryce 4200 W. Green Acres Rd. Suite 303 Rogers Arkansas 479-282-0676 [email protected] Yes
Miller, Jerry 2651 Blanding Avenue, Suite D Alameda California 510-578-8593 [email protected] Yes
Mueller, Jon 9000 Ming Avenue, J1 Bakersfield California 661-335-6060 [email protected] Yes
Mueller, Jon 4300 Coffee Road, Suite A2 Bakersfield California 661-368-8700 [email protected] Yes
Suder, Chris 3357 E. Imperial Hwy Brea California 657-315-9080 [email protected] Yes
Stromblad, Katya 2360-F Las Posas Road Camarillo California 805-261-1255 [email protected] No
Amlicke, Audra 10 E Hamilton Ste# 300 Campbell California 408-412-0130 [email protected] Yes
Dumaw Whitman,
Arielle 1818 Marron Road, Suite 102 Carlsbad California 760-201-3374 [email protected] Yes
Park, Bora 11900 South St., Ste. 120 Cerritos California 562-210-0300 [email protected] Yes
Truong, Amy 13920 City Center Drive Suite 4010 Chino Hills California 909-529-1041 [email protected] Yes
Davies, Carolyn 861 Harold Place, Suite 305 Chula Vista California 619-392-2572 [email protected] Yes
Danzig, Dan 1295 Herndon Ave., Suite 101 Clovis California 559-239-4024 [email protected] Yes
Truong, Amy 2790 Cabot Drive, Suite 4-137 Corona California 951-268-4027 [email protected] Yes
Borga, Brittany 1525 Mesa Verde Dr E Ste 123 Costa Mesa California 949-791-7184 [email protected] Yes
Stromblad, Brian 10732 Jefferson Blvd. Culver City California 310-424-5290 [email protected] Yes
Park, Bora 10135 Valley View Street Cypress California 714-770-8900 [email protected] Yes
Watson, Keely 33611 Del Obispo St. Ste C Dana Point California 949-216-6165 [email protected] Yes
Shiraki, Robert 3418 Camino Tassajara Danville California 925-854-5500 [email protected] Yes
Park, Bora 1169 Huntington Drive Duarte California 626-507-5522 [email protected] Yes
Watson, Keely 1720 West Sunset Blvd Echo Park California 323-505-4355 [email protected] Yes
Hughes, Carl 747 Jamacha Road El Cajon California 619-329-1180 [email protected] Yes
Holmes, Adrian 8235 Laguna Blvd. #120 Elk Grove California 916-936-2582 [email protected] Yes
Dumaw Whitman,
Arielle 555 2nd St. Suite 2 Encinitas California 760-529-6706 [email protected] Yes
Hoyos, Fernando 1855 South Centre City Parkway #1835K Escondido California 760-227-5970 [email protected] Yes
Holmes, Adrian 5317 Sunrise Blvd Fair Oaks California 916-500-4006 [email protected] Yes
Holmes, Adrian 2766 E. Bidwell St. Suite 100 Folsom California 916-597-0799 [email protected] Yes
Georges, Beth 41 Auto Center Drive, Unit 109B Foothll Ranch California 949-229-2103 [email protected] Yes

Peng, Johnny 44047 Osgood Rd. Ste. 220 Fremont California 510-585-3136 [email protected] No
Danzig, Dan 7735 N. Blackstone Suite 101 Fresno California 559-239-4023 [email protected] Yes
Suder, Chris 1313 S Harbor Blvd Fullerton California 714-519-3841 [email protected] Yes
Chan, Roger 12965 Beach Boulevard Garden Grove California 714-660-0332 [email protected] Yes
Cleveland (FKA
Bailey), Rebecca 329 N. Brand Blvd Glendale California 818-724-9977 [email protected] Yes
Bereny, Robert 18037 Chatsworth Street Granada Hills California 818-210-3288 [email protected] Yes
Huntington
Rubin, Alyssa 8945 Atlanta Ave. Beach California 657-300-8488 [email protected] Yes
Huntington
Rubin, Michael 7012 #103 Edinger Ave Beach California 657-464-4696 [email protected] No
Cleveland (FKA La Canada
Bailey), Rebecca 637 Foothill Blvd Suite 637 Flintridge California 747-334-2469 [email protected] Yes
Chan, Roger 1470 S Harbor Blvd La Habra California 562-287-7788 [email protected] Yes
Clements, Chris 8657 Villa La Jolla Village Drive, Suite 125 La Jolla California 657-224-0091 [email protected] Yes
Mann, Katie 5907 Severin Drive La Mesa California 858-531-2348 [email protected] Yes
Zhang, Vivian 78437 CA-111 La Quinta California 760-289-6787 [email protected] No
Siva, Jan 3506 Mt. Diablo Blvd., Suite E Lafayette California 925-900-5788 [email protected] Yes
Watson, Keely 30100 Town Center Drive, Suite B-1 Laguna Niguel California 949-388-6886 [email protected] Yes
Rubin, Alyssa 5939 E. Spring Street, Long Beach California 562-521-1800 [email protected] Yes
Griffin, Catherine 11677 San Vicente Blvd Ste, 304 Los Angeles California 424-368-2650 [email protected] Yes
Ovakimian, Sarkis 724 South La Brea Avenue Los Angeles California 323-250-3090 [email protected] Yes
Violas, Stephanie 1119 S. Hope Street Los Angeles California 213-634-7070 [email protected] Yes
Violas, Stephanie 200 S. Los Angeles Street, Suite E Los Angeles California 213-807-3332 [email protected] Yes
Manhattan
Suder, Chris 903 N. Sepulveda Blvd. Beach California 310-921-8004 [email protected] Yes
Watson, Keely 25800 Jeronimo Road Ste 404 Mission Viejo California 949-446-8243 [email protected] Yes
Moulios, Jen 1053 Cochrane Rd #100 Morgan Hill California 408-905-7491 [email protected] Yes
Tehranchi, Shahin 39028 Winchester Rd, Building E, Suite 111 Murrieta California 951-797-6277 [email protected] Yes
Newport
Watson, Keely 1040 Bayside Drive Beach California 949-339-3430 [email protected] Yes
North
Ovakimian, Sarkis 5077 Lankershim Boulevard Suite F Hollywood California 818-2103422 [email protected] Yes

Holligan, Natalie 208 Vintage Way, Ste G-10 Novato California 415-761-1315 [email protected] Yes
Foster, Michele 188 Country Club Gate Center Pacific Grove California 831-747-1002 [email protected] Yes
Pacific
Griffin, Catherine 15230 Sunset Blvd Palisades California 424-252-9868 [email protected] Yes
Dordell, Chris 425 S. Sunrise Way, Bldg H2 Palm Springs California 760-537-0457 [email protected] Yes
Shiraki, Jessica 490 California Ave Ste. 120 Palo Alto California 843-800-8991 [email protected] Yes
Stevenson, Brad 2005 Theatre Drive, Suite 104 Paso Robles California 805-369-1971 [email protected] Yes
Campton, Lois 289 N. McDowell Blvd Petaluma California 707-559-9110 [email protected] Yes
Siva, Jan 20 Crescent Drive, Suite 5E Pleasant Hill California 925-344-6155 [email protected] Yes
Shiraki, Jessica 6766 Bernal Ave. Suite 530 Pleasanton California 925-255-0880 [email protected] Yes
13265 Midland Road, Suite 130, Poway, CA
Hoyos, Fernando 92064 Poway California 858-299-6965 [email protected] Yes
Rancho
Tehranchi, Shahin 12335 Baseline Road, Bldg H Cucamonga California 909-474-7485 [email protected] Yes
Rancho
Dordell, Chris 42440 Bob Hope Drive, Suite 2 Mirage California 760-209-9722 [email protected] Yes
Rancho Santa
Hammett, Emily 31441 Santa Margarita Parkway Margarita California 949-534-2023 [email protected] Yes
Tehranchi, Shahin 450 W Stuart Ave Ste. 120 Redlands California 909-474-7470 [email protected] Yes
Lance, Renata 336 Woodside Plaza Redwood City California 650-779-7330 [email protected] Yes
Tehranchi, Shahin 321 E Alessandro Blvd #2G Riverside California 951-708-3600 [email protected] Yes
Rolling Hills
Castro, Savannah 59 Peninsula Center Estates California 310-265-2908 [email protected] Yes
Holmes, Adrian 1921 Douglas Boulevard, Suite 104 Roseville California 916-771-9908 [email protected] Yes
Garcia, Heather 1330 21st Street Ste 101 Sacramento California 916-347-0304 [email protected] No
Holmes, Adrian 2529 Fair Oaks Blvd Sacramento California 916-400-9225 [email protected] Yes
Smith, Katie 2860 Del Paso Rd., Ste. 300 Sacramento California 916-900-6473 [email protected] Yes
Lance, Renata 50 El Camino Real, #50 San Carlos California 650-722-4710 [email protected] Yes
Hammett, Emily 802 Avenida Talega Ste 104 San Clemente California 949-391-3704 [email protected] Yes
Clements, Chris 2750 Dewey Rd., Ste 102 San Diego California 619-541-8877 [email protected] Yes
Clements, Chris 4901 Morena Blvd, Suite 210 San Diego California 858-914-1459 [email protected] Yes
Davies, Carolyn 9460 Mira Mesa Blvd, Unit P San Diego California 858-254-3326 [email protected] Yes

Hoyos, Fernando 16615 Dove Canyon Road Suite 115 San Diego California 858-239-2121 [email protected] Yes
Hoyos, Fernando 12145 Alta Carmel Ct, Suite 220 San Diego California 858-943-4741 [email protected] Yes
Hughes, Carl 2760 5th Ave, Suite 110 San Diego California 858-531-2348 [email protected] Yes
Lance, Renata 12995 El Camino Real, Suite 103 San Diego California 858-531-2348 [email protected] Yes
Mann, Katie 3959 30th Street, Suite 101 San Diego California 619-677-1500 [email protected] Yes
Mann, Katie 6690 Mission Gorge Road San Diego California 619-786-2300 [email protected] Yes
Srivastava, Amit 635 8th Street San Francisco California 415-251-3000 [email protected] Yes
Ko, Ken 4338 Moorpark Ave San jose California 669-200-5098 [email protected] Yes
Shiraki, Robert 1708 Oakland Road, Suite 200 San Jose California 408-359-4484 [email protected] Yes
San Luis
Stevenson, Brad 209 Madonna Road Obispo California 805-366-4750 [email protected] Yes
Dumaw Whitman,
Arielle 904 W San Marcos Blvd, Suite 5 San Marcos California 760-201-3070 [email protected] Yes
Tortolani, Cynthia 3951 State Street Santa Barbara California 805-618-1012 [email protected] Yes
Mann, Katie 225 Town Center Parkway, Suite C Santee California 619-485-1800 [email protected] Yes
Ko, Ken 14410 Big Basin Way, STE E Saratoga California 669-256-5200 [email protected] Yes
Bloore, Ken 2955 Cochran St #B201 Simi Valley California 805-261-1444 [email protected] Yes
Shiraki, Robert 562 E. El Camino Real Sunnyvale California 408-675-9071 [email protected] Yes
Stromblad, Brian 18741 Ventura Blvd Tarzana California 818-949-2727 [email protected] Yes
Tehranchi, Shahin 33175 Temecula Pkwy Ste C Temecula California 951-396-7000 [email protected] Yes
Hammett, Emily 15080 Kensington Park Dr, Suite G310 Tustin California 949-529-0704 [email protected] Yes
Tehranchi, Shahin 1118 E. 19th St, Suite C, Upland, CA 91784 Upland California 909-503-9090 [email protected] Yes
Smith, Katie 1671 E. Monte Vista Avenue, Suite 102 Vacaville California 707-999-7720 [email protected] Yes
Ovakimian, Sarkis 27736 McBean Pkwy Valencia California 661-977-6622 [email protected] Yes
Bloore, Ken 4020 E. Main St. #B-1-2 Ventura California 805-856-4424 [email protected] Yes
Hammett, Emily 17767 Santiago Blvd., Suite 610 Villa Park California 714-202-6404 [email protected] Yes
West
Watson, Keely 7318 Santa Monica Blvd. Suite #20 Hollywood California 323-774-2701 [email protected] Yes
Westlake
Bereny, Robert 2820 Townsgate Rd #107 Village California 805-556-7070 [email protected] Yes
Tehranchi, Shahin 36100 Hidden Springs Rd. Suite C Wildomar California 951-692-3500 [email protected] Yes

Watson, Keely 18425 Yorba Linda Blvd. Yorba Linda California 657-363-3663 [email protected] Yes
Steinbach, Kendra 7705 Wadsworth Blvd., Suite 13 Arvada Colorado 303-947-0573 [email protected] Yes
Cavanaugh, Corey 18121 E. Hampden Ave., Suite I Aurora Colorado 303-339-0294 [email protected] Yes
Cavanaugh, Corey 6295 S Main Street, Suite B102 Aurora Colorado 720-325-1799 [email protected] Yes
Hendricks, Joe 2850 Baseline Road Unit A-2 Boulder Colorado 720-675-9435 [email protected] Yes
Borrego, George 6360 Promenade Parkway Unit 120 Castle Rock Colorado 720-575-7185 [email protected] No
Cavanaugh, Colorado
Elizabeth 9288 Forest Bluffs View, Suite 100 Springs Colorado 719-394-1212 [email protected] Yes
Cavanaugh, Colorado
Elizabeth 5935 Dublin Blvd. Springs Colorado 719-394-1313 [email protected] Yes
Busse, Mary 200 Quebec, Bldg. 500, Unit 109 Denver Colorado 720-569-7112 [email protected] Yes
McDonald, David 3033 E 1st Ave Suite 102 Denver Colorado 720-233-1352 [email protected] No
Carlson, Jennifer 1931-V Sheridan Blvd. Edgewater Colorado 720-446-9777 [email protected] No
Olson, Brianna 3570 S Logan Street Englewood Colorado 720-699-8900 [email protected] No
Durand, Anna 244 North College Ave Suite 125 Fort Collins Colorado 970-300-9707 [email protected] Yes
Durand, Anna 2720 Council Tree Avenue, Suite 106 Fort Collins Colorado 970-999-0150 [email protected] Yes
Greenwood
Easterly, Kevin 7600 Landmark Way, Suite B-106 Village Colorado 720-546-2100 [email protected] Yes
Highlands
Hough, John 2229 Wildcat Reserve Parkway Ranch Colorado 720-557-9606 [email protected] No
Hendricks, Joe 535 W South Boulder Rd Ste. 240 Lafayette Colorado 720-442-0842 [email protected] Yes
Easterly, Kevin 437 S Wadsworth Blvd, Suite F Lakewood Colorado 720-789-1011 [email protected] Yes
Easterly, Kevin 11757 West Ken Caryl Avenue, Suite G Littleton Colorado 720-579-7285 [email protected] Yes
Bosson, Cathy 10005 Commons Street Ste 230 Lone Tree Colorado 720-458-8108 [email protected] No
Hendricks, Joe 700 Ken Pratt Boulevard Suite 10 Longmont Colorado 720-442-8385 [email protected] Yes
Terpstra , Toby 11280 S. Twenty Mile Road Parker Colorado 303-578-4102 [email protected] No
Boselli, Elizabeth 14336 Lincoln Street Thornton Colorado 720-441-4559 [email protected] No
Boselli, Elizabeth 7355 E. 128th Ave. Thornton Colorado 720-297-2584 [email protected] No
Papageorge, Rita 380 West Main Street Avon Connecticut 860-404-6424 [email protected] No
Ackerman, Scott 1063 Boston Post Road Darien Connecticut 203-439-4670 [email protected] Yes
Fay, Kevin 85 Mill Plain Rd V1 Fairfield Connecticut 203-659-0090 [email protected] Yes

Fagan, Cathleen 35 Welles Street Glastonbury Connecticut 860-815-2920 [email protected] Yes
Ackerman, Scott 70 Main Steet New Canaan Connecticut 203-405-8050 [email protected] Yes
Ackerman, Scott 427 Post Road East Westport Connecticut 203-990-1011 [email protected] Yes
Beale, Will 901 4th Street, NW Washington DC 202-930-8223 [email protected] Yes
Goldberg, Sue 4433 Wisconsin Avenue NW Washington DC 202-596-8485 [email protected] Yes
Altamonte
Morais, Guilherme 380 South State Road #1002 Springs Florida 561-631-3333 [email protected] Yes
Mochon, Daniela 19021 Biscayne Blvd. Aventura Florida 786-565-9340 [email protected] Yes
Kennedy, Kelly 7050 W. Palmetto Park Rd #49/50 Boca Raton Florida 561-717-2120 [email protected] Yes
Kennedy, Kelly 190 East Boca Raton Road Boca Raton Florida 561-826-4284 [email protected] Yes
Boynton
Wance, Felipe 8855 Boynton Beach Blvd, Suite 320 Beach Florida 561-337-4040 [email protected] Yes
Kilcullen, Peter 5408 Lockwood Ridge Rd Bradenton Florida 941-260-3360 [email protected] Yes
Keith, Gary 25973 US Hwy. 19 N., Ste. A-102 Clearwater Florida 727-210-5365 [email protected] No
Wilson, Chris 2612 S US Hwy 27, Suite 500 Clermont Florida 352-708-6647 [email protected] Yes
Dziugelis, Aurimas 9659 Westview Drive Coral Gables Florida 954-603-1737 [email protected] Yes
Gutierrez, Maria
Isabel 77 Miracle Mile Coral Gables Florida 305-209-5679 [email protected] Yes
Dziugelis, Aurimas 4388 N. State Rd 7 Coral Springs Florida 954-507-4633 [email protected] Yes
Kennedy, Kelly 640 Linton Blvd, Suite 340 Delray Beach Florida 561-599-5011 [email protected] Yes
Wance, Felipe 15084 Lyons Road, Suite 700 Delray Beach Florida 954-608-1347 [email protected] Yes
Sackett, Jamie 7835 NW 107 Avenue Doral Florida 786-233-5187 [email protected] No
Abbe, Steve 20321 Grande Oak Shoppes Dr Estero Florida 239-288-5521 [email protected] Yes
Durbin, Josh 1524 County Road 220, Unit E1. Fleming Island Florida 904-458-7472 [email protected] Yes
Fort
Wance, Felipe 1489 SE 17th Street Lauderdale Florida 954-237-3737 [email protected] Yes
Abbe, Steve 13211 McGregor Blvd, Suite 105-A Fort Myers Florida 239-603-7300 [email protected] Yes
Wance, Felipe 3802 North Federal Highway Ft Lauderdale Florida 954-237-3737 [email protected] Yes
Abbe, Steve 6891 Daniels Parkway Suite 145 Ft Myers Florida 239-603-7300 [email protected] Yes
DiBlasi , Mike 2625 SW 91st Street Gainesville Florida 352-559-3144 [email protected] Yes
Mochon, Daniela 3309 Sheridan Street Hollywood Florida 954-505-4169 [email protected] Yes

Graham, Dawn 14035 Beach Blvd. Suite G Jacksonville Florida 904-289-8300 [email protected] Yes
Graham, Dawn 11112 San Jose Blvd. # 6 Jacksonville Florida 904-379-1531 [email protected] Yes
Durbin, Josh 150 Riverside Ave # 307 Jacsonville Florida 904-701-4967 [email protected] Yes
Gomez, Amanda 1203 Town Center Drive, Unit 107 Jupiter Florida 561-449-8161 [email protected] Yes
Wance, Felipe 6300 Lantana Road Suite 29-30 Lake Worth Florida 561-404-4848 [email protected] Yes
York, Shaun 4747 South Fl Avenue Lakeland Florida 863-529-4949 [email protected] Yes
Kilcullen, Peter 10125 Ulmerton Road Largo Florida 727-777-5402 [email protected] Yes
Clivio, Tara 11774 SW 104th St Miami Florida 786-405-7079 [email protected] Yes
Clivio, Tara 15365 S. Dixie Hwy Miami Florida 305-964-5725 [email protected] Yes
Clivio, Tara 4258 SW 152nd Avenue Miami Florida 786-238-7414 [email protected] Yes
Gutierrez, Maria
Isabel 117 SW 10th Ste #103 Miami Florida 786-509-9831 [email protected] Yes
Kitchen, Kimberly 12454 FL-54 Odessa Florida 813-563-5353 [email protected] Yes
Bethencourt,
Michelle 6900 Tavistock Lakes Blvd, Suite 144 Orlando Florida 407-910-2855 [email protected] No
Caratolli, Claudia 7600 Dr. Phillips Blvd. Ste. 86 Orlando Florida 407-574-6900 [email protected] No
Goldman, Christine 3123 S Orange Ave, Suite 103 Orlando Florida 407-775-3230 [email protected] Yes
Johnson, Heath 504 N Alafaya Tr. Suite Suite 108 Orlando Florida 407-204-9501 [email protected] No
Gallarelli, Michelle 1351 Alafaya Trail Oviedo Florida 407-890-1231 [email protected] Yes
Pembroke
Elgarresta, Ed 14954 Pines Blvd Pines Florida 954-500-2582 [email protected] Yes
McDonald, David 7175 North Davis Highway Suite C Pensacola Florida 850-857-8498 [email protected] No
Elgarresta, Ed 10045 Cleary Blvd Plantation Florida 954-280-2582 [email protected] Yes
Ponte Vedra
Graham, Dawn 330 A1A North, Suite 215 Beach Florida 904-503-8157 [email protected] Yes
Authelet , Nancy 3817 South Nova Rd, Suite 102 Port Orange Florida 386-882-9570 [email protected] No
Kilcullen, Peter 8210 S. Tamiami Trail Sarasota Florida 941-567-6128 [email protected] Yes
Kilcullen, Peter 1413 1st Street Ste 102 A Sarasota Florida 941-584-869 [email protected] Yes
Gutierrez, Maria
Isabel 5855 SW 72 St South Miami Florida 786-577-9651 [email protected] Yes
South
Griffin, Catherine 6800 Gulfport Blvd S Suite #219 Pasadena Florida 727-290-6597 [email protected] Yes

Graham, Dawn 450 Durban Pavilion Drive St Johns Florida 904-619-0961 [email protected] Yes
Russo, David 220 FL-312, St. Augustine St. Augustine Florida 904-494-8693 [email protected] No
Griffin, Catherine 120 Central Avenue St. Petersburg Florida 727-550-0100 [email protected] Yes
Ross , Greg 1507 NW Federal Hwy Stuart Florida 407-729-4734 [email protected] Yes
Sunny Isles
Mochon, Daniela 16850 Collins Ave #113D Beach Florida 786-765-4646 [email protected] Yes
Maddocks, Alan 9340 W.Commercial Blvd Sunrise Florida 954-882-9887 [email protected] No
Griffin, Catherine 940 South Howard Ave Tampa Florida 813-607-2990 [email protected] Yes
Kitchen, Kimberly 12125 W. Linebaugh Avenue, Suite 202 Tampa Florida 813-537-1155 [email protected] Yes
Philyaw, Nathan 13254 N Dale Mabry Hwy Tampa Florida 813-773-3880 [email protected] Yes
Philyaw, Nathan 15341 Amberly Dr Tampa Florida 813-461-6010 [email protected] Yes
York, Shaun 3438 Lithia Pinecrest Road, Valrico Florida 813-413-4599 [email protected] Yes
Rehkop, Emily 2261 Town Center Avenue, Suite 129 Viera Florida 321-419-0798 [email protected] No
Smith, Joy 10660 Forest Hill Boulevard, Suite 140 Wellington Florida 561-208-1233 [email protected] No
Philyaw, Nathan 28249 Paseo Drive #190 Wesley Chapel Florida 813-607-6655 [email protected] Yes
West Palm
Gomez, Amanda 2604 S. Dixie Hwy Beach Florida 561-7660802 [email protected] Yes
Wilson, Chris 13848 Tilden RD Ste 130 Winter Garden Florida 407-890-5344 [email protected] Yes
Goldman, Christine 1222 N. Orange Ave. Ste B Winter Park Florida 407-960-7042 [email protected] Yes
Worley, Mark 3005 Old Alabama Rd Alpharetta Georgia 678-919-8733 [email protected] Yes
Worley, Mark 7160 Avalon Blvd Alpharetta Georgia 678-996-5336 [email protected] Yes
Rebala, Sekhar 290 Alps Road Athens Georgia 706-406-1710 [email protected] No
Ledford, Mandy 2943 N. Druid Hills Rd. NE #460 Atlanta Georgia 770-299-9513 [email protected] Yes
Stennett, Kellen 2391 Peachtree Rd, NE Suite B3AB Atlanta Georgia 470-885-0623 [email protected] Yes
Stennett, Kellen 5001 Peachtree Blvd Suite 630 Chamblee Georgia 678-996-1988 [email protected] Yes
Peterson, Mike 5740 Steeplechase Blvd Cumming Georgia 678-330-2875 [email protected] No
Ledford, Mandy 1605 Church St, Suite 660 Decatur Georgia 404-883-3397 [email protected] Yes
Devos, Jack 5552-B Chamblee Dunwoody RD Dunwoody Georgia 770-573-0241 [email protected] Yes
Demattia 621 Mullins Colony Dr. Evans Georgia 706-352-9360 [email protected] Yes
Harman, Nicole 3805 Dallas Highway, Unit 810 Marietta Georgia 678-310-1020 [email protected] Yes

Harman, Nicole 1311 Johnson Ferry Rd. Ste 532 Marietta Georgia 770-755-5077 [email protected] Yes
Little, Stephanie 2960 Shallowford Rd #200 Marietta Georgia 678-647-6220 [email protected] No
Worley, Mark 1125 Woodstock Road, Suite 370 Roswell Georgia 678-999-3254 [email protected] Yes
Stennett, Kellen 5968 Roswell Road Sandy Springs Georgia 404-588-2500 [email protected] Yes
Taylor, Paige 1428 Towne Lake Pkwy., Ste. 104 Woodstock Georgia 770-400-9557 [email protected] No
Le, Hieu 3130 E. State St. Suite 115 Boise Idaho 208-912-0071 [email protected] No
Schlichting, Robin 2517 N. County Line Rd. Algonquin Illinois 224-209-8642 [email protected] Yes
Gentner, Andy 383 W. Army Trail Road Suite 800 Bloomingdale Illinois 847-466-5610 [email protected] Yes
Kulkarni, Pradnya 388 half day road buffalo grove Illinois 224-377-0305 [email protected] Yes
Phelps, Abby 907 W Madison St. Chicago Illinois 312-800-8467 [email protected] Yes
Phelps, Abby 2047 N. Clybourn Ave Chicago Illinois 312-734-1069 [email protected] Yes
Phelps, Abby 1348 North Milwaukee Avenue Chicago Illinois 312-857-5357 [email protected] Yes
Phelps, Abby 165 W. Superior Street, Suite 2 Chicago Illinois 312-906-7178 [email protected] Yes
Phelps, Abby 4023 N Lincoln Ave Chicago Illinois 773-789-7507 [email protected] Yes
Asbury, Janet 47 Waukegan Road Deerfield Illinois 847-572-9922 [email protected] Yes
Kohn, Eric 538 W. St. Charles Road Elmhurst Illinois 630-563-9730 [email protected] Yes
Schuda, Anjelica 745 Chicago Evanston Illinois 847-563-4362 [email protected] No
Smith, Aaron 277 Roosevelt Rd. Glen Ellyn Illinois 630-403-8058 [email protected] No
Asbury, Janet 1442 Waukegan Rd. Glenview Illinois 847-920-8892 [email protected] Yes
Walker, Sheri 18 W Burlington Ave., First Floor West side La Grange Illinois 708-340-0080 [email protected] No
Kulkarni, Pradnya 1614 S. Milwaukee Ave., Libertyville Illinois 224-513-9330 [email protected] Yes
Mount
London, Crystal 1107 N. Elmhurst Rd. Prospect Illinois 847-752-4476 [email protected] Yes
Smith, Eric 2695 Forgue Drive, #109 Naperville Illinois 331-401-5788 [email protected] Yes
Smith, Eric 1280 E. Chicago Ave. Naperville Illinois 630-468-0688 [email protected] Yes
Asbury, Janet 5629 West Touhy Niles Illinois 224-304-4995 [email protected] Yes
Kohn, Eric 704 Lake St. Oak Park Illinois 708-613-6008 [email protected] Yes
Gentner, Andy 70 N. Northwest Highway Park Ridge Illinois 847-744-6464 [email protected] Yes
Schlichting, Robin 3065 N. Perryville Rd., Ste #147 Rockford Illinois 815-860-0710 [email protected] Yes
Ciesla, Christina 160 South Roselle Rd. Suite B Schaumburg Illinois 224-366-7221 [email protected] No

Gentner, Andy 142 South 1st St. St. Charles Illinois 630-283-3700 [email protected] Yes
Kohn, Eric 810 E. Ogden Ave., Unit 25 Westmont Illinois 630-538-7235 [email protected] Yes
Thorpe, Julie 2482 E. 146th Street Carmel Indiana 317-565-4828 [email protected] Yes
Cox, Bussie 111 S. Green River Rd. Suite I Evansville Indiana 812-618-2499 [email protected] No
Thorpe, Julie 11722 Allisonville Rd. Suite 102 Fishers Indiana 317-863-9470 [email protected] Yes
Williams, Jamie 1675 West Smith Valley Rd. Suite D4A Greenwood Indiana 317-886-7153 [email protected] No
Thorpe, Julie 530 Massachusetts Ave., Suite 160 Indianapolis Indiana 317-643-5330 [email protected] Yes
Thorpe, Julie 2727 East 86th Street, Suite 145 Indianapolis Indiana 317-927-8750 [email protected] Yes
Thorpe, Julie 10895 N Michigan Road Zionsville Indiana 317-572-8704 [email protected] Yes
Copley, Christy 11740 W. 135th St. Overland Park Kansas 913-549-4185 [email protected] Yes
Copley, Patrick 6601 W 119th St Overland Park Kansas 913-562-9570 [email protected] No
Jost, Kent 1900 N Rock Rd Suite 116 Wichita Kansas 316-600-0026 [email protected] No
Newman, Kelly 3420 Valley Plaza Parkway, Suite K Ft. Wright Kentucky 859-349-0530 [email protected] No
McCarter, Rob 148 Malabu Drive, Suite 170 Lexington Kentucky 859-475-1530 [email protected] Yes
Ryser, Fred 4600 Shelbyville Road, suite 116 Louisville Kentucky 502-907-1577 [email protected] Yes
Ryser, Fred 12951 Shelbyville Road, suite 103 Louisville Kentucky 502-907-2364 [email protected] Yes
Williams, Kendra 2561 CitiPlace Ct. STE 350 Baton Rouge Louisiana 225-773-4492 [email protected] Yes
Williams, Kendra 500 Settlers Trace, Suite 9, Building C. Lafayette Louisiana 337-366-5180 [email protected] Yes
Walker, Tanya 2077 Highway 190 Suite 1 Mandeville Louisiana 985-807-1186 [email protected] Yes
LeBrun, Denise 2513 Metairie Rd. Metairie Louisiana 504-484-9650 [email protected] No
Walker, Tanya 6001 Magazine St New Orleans Louisiana 504-355-1898 [email protected] Yes
Pryor, Dennis 1409 East 70th Street, Suite 115 Shreveport Louisiana 318-795-8700 [email protected] Yes
Cutchall, Laura 2661 Riva Rd Bldg. 600, Suite 625 Annapolis Maryland 240-324-7474 [email protected] Yes
Khanukayev, Irina 727 W. 40th St. Suite E101A Baltimore Maryland 410-205-9788 [email protected] No
Leary, Christine 634 Marketplace Drive Bel Air Maryland 410-499-2642 [email protected] Yes
Goldberg, Sue 4959 Elm Street, Bethesda Maryland 301-541-8807 [email protected] Yes
McKay, Gary 44940 St. Andrews Church Rd. Suite i California Maryland 301-686-7799 [email protected] Yes
Cutchall, Laura 2101 Concord Blvd, Suite F Crofton Maryland 240-847-4441 [email protected] Yes
Grover, Jan 4959 Westview Dr. Suite D Frederick Maryland 301-304-4880 [email protected] Yes

Grover, Jan 20944 Frederick Road, Suite 140 Germantown Maryland 301-539-2252 [email protected] Yes
Leary, Christine 100 Shawan Rd. Suite C Hunt Valley Maryland 443-541-5505 [email protected] Yes
Stephenson, Kim 14712 Baltimore Ave, Suite 103 Laurel Maryland 240-859-8808 [email protected] Yes
Swingler, Kevin 18119 Town Center Drive Olney Maryland 240-763-0729 [email protected] Yes
Leary, Christine 10209 GRAND CENTRAL AVE., SUITE 110 Ownings Mills Maryland 443-541-5424 [email protected] Yes
Carnegie, Maritza 5544 Randolph Rd. Rockville Maryland 240-252-3222 [email protected] No
Cutchall, Laura 454 B Governor Ritchie Highway Severna Park Maryland 410-648-4400 [email protected] Yes
Trauzzi, Chris 43 Middlesex Turnpike, Unit 12 Burlington Massachusetts 781-300-7525 [email protected] Yes
Peterson, Jennifer 95 Washington Street Canton Massachusetts 339-237-3440 [email protected] Yes
Miller, Tammy 25 Prospect St Framingham Massachusetts 774-999-0209 [email protected] Yes
Trauzzi, Chris 671 Market Street Lynnfield Massachusetts 781-342-0401 [email protected] Yes
Pollard, Laura 93 Turnpike St. North Andover Massachusetts 978-662-7879 [email protected] No
Day, Tim 19 Paradise Road Salem Massachusetts 978-414-1414 [email protected] Yes
Bruce, Jeff 193 Turnpike Road Suite 5120 Shrewsbury Massachusetts 508-310-1025 [email protected] Yes
Miller, Tammy 389 Revolution Dr Somerville Massachusetts 857-997-2580 [email protected] Yes
Lazenby, Soosie 200C Linden Street Wellesley Massachusetts 339-217-0172 [email protected] No
Vogel, Nick 3370 Washtenaw Ave Ann Arbor Michigan 734-887-1938 [email protected] Yes
Babineau, Thomas 31255 Southfield Road Beverly Hills Michigan 248-878-9905 [email protected] Yes
Vogel, Nick 5846-B North Sheldon Road Canton Michigan 734-550-4210 [email protected] Yes
Stuk, Courtne 2066 East Beltline Ave. NE Grand Rapids Michigan 616-855-1626 [email protected] Yes
Stuk, Courtne 1886 Breton Road Grand Rapids Michigan 616-855-1696 [email protected] Yes
Babineau, Thomas 47484 Grand River Ave Novi Michigan 248-410-7700 [email protected] Yes
Babineau, Thomas 131 S. Livernois Rochester Hills Michigan 248466-0600 [email protected] Yes
Shelby
Seymour, Jason 46841 Hayes Road Township Michigan 586-232-0008 [email protected] Yes
Babineau, Thomas 67 E. Long Lake Road Troy Michigan 248-230-8089 [email protected] Yes
West
Babineau, Thomas 4297 Orchard lake Rd. Suite 210 Bloomfield Michigan 248-654-8020 [email protected] Yes
Nelson, Topher 3845 Lexington Avenue North, Suite 111 Arden Hills Minnesota 651-383-4640 [email protected] Yes
Nelson, Topher 10945 Club West parkway NE Suite 150 Blaine Minnesota 763-888-0003 [email protected] Yes

Nelson, Topher 3450 Pilot Knob Road, Suite 106 Eagan Minnesota 651-217-0772 [email protected] Yes
Bounds, Angela 574 Prairie Center Drive, Suite 155 Eden Prairie Minnesota 952-479-0844 [email protected] Yes
Bounds, Angela 3940 West 50th Street, Suite 110 Edina Minnesota 952-479-0443 [email protected] Yes
Ras, Brent & Kate 11658 Fountains Dr Maple Grove Minnesota 763-219-4880 [email protected] Yes
Bounds, Angela 16106 Pilot Knob Road, Suite 130 Minneapolis Minnesota 952-467-8727 [email protected] Yes
Bounds, Angela 14010 Highway 13 South Minneapolis Minnesota 952-777-5905 [email protected] Yes
Bounds, Angela 17760 MN-7 Minnetonka Minnesota 952-777-4440 [email protected] Yes
Ras, Brent & Kate 3570 Vicksburg Lane, Suite 400 Plymouth Minnesota 763-390-7933 [email protected] Yes
White Bear
Nelson, Topher 4717 N. Highway 61 Lake Minnesota 651-505-4200 [email protected] Yes
Nelson, Topher 9000 Hudson Rd #602 Woodbury Minnesota 651-323-1134 [email protected] Yes
Schade/LaRondelle,
Andrea 122 Hilltown Village Center Chesterfield Missouri 636-556-0526 [email protected] Yes
Schade/LaRondelle,
Andrea 702 North New Ballas Rd Creve Coeur Missouri 314-736-4102 [email protected] Yes
Copley, Christy 10450-C NE Cookingham Dr. Kansas City Missouri 816-703-7563 [email protected] Yes
Schade/LaRondelle,
Andrea 2535 S. Brentwood Blvd St Louis Missouri 314-551-2126 [email protected] Yes
Kassity, Jennifer &
Michael 1707 W. Oak Street, Suite C Bozeman Montana 406-404-1922 [email protected] No
Froscheiser,
Angelia 15805 West Maple Rd, Ste 105 Omaha Nebraska 402-885-9409 [email protected] No
Powell, Lisa 16909 Lakeside Hills Plaza #115 Omaha Nebraska 402-210-2933 [email protected] Yes
Powell, Lisa 617 N. 98th Street Omaha Nebraska 402-807-3741 [email protected] Yes
Kirkland, Craig 10525 S. Eastern Ave. Ste 140 Henderson Nevada 702-907-2758 [email protected] Yes
Kirkland, Justin 4140 East Sunset Road Henderson Nevada 702-852-2600 [email protected] No
Kirkland, Craig 9670 W. Skye Canyon Park Dr. Suite 130 Las Vegas Nevada 702-508-8586 [email protected] Yes
Kirkland, Craig 5060 S Fort Apache Ste 115 Las Vegas Nevada 702-608-1396 [email protected] Yes
Kirkland, Craig 7460 W Lake Mead Blvd. #E1 Las Vegas Nevada 702-979-3422 [email protected] Yes
Halosz, Johanna 6815 Sierra Center Parkway, Suite 500 Reno Nevada 775-298-1678 [email protected] Yes
Halosz, Johanna 1620 Robb Dr Ste C1 Reno Nevada 775-525-0549 [email protected] Yes
Halosz, Johanna 2453 Wingfield Hills Road, Suite 110 Sparks Nevada 775-737-3322 [email protected] Yes

Collins, Caroline 25 Mountainview Blvd. Basking Ridge New Jersey 973-348-5633 [email protected] Yes
Spidare, Karen 334 Chimney Rock Rd., Bound Brook New Jersey 908-333-6786 [email protected] Yes
Watkins, Farah 700 Route 3 West Clifton New Jersey 973-955-2222 [email protected] Yes
Uku, Richard 3056 Route 10 West Denville New Jersey 973-920-2623 [email protected] Yes
Horvath, Emese 14 Edgewater Towne Center Suite 3D Edgewater New Jersey 201-877-4070 [email protected] Yes
Warner, Alison 437 Old Hook Road Unit #5 Emerson New Jersey 201-949-7222 [email protected] Yes
Untener, Scott &
Suzanne 19 W. Palisade Ave. Englewood New Jersey 201-568-1700 [email protected] Yes
Spidare, Karen 100 Reaville Ave., Unit #5 Flemington New Jersey 908-483-7888 [email protected] Yes
Untener, Scott &
Suzanne 201 Main Street Fort Lee New Jersey 201-383-9030 [email protected] Yes
Horvath, Emese 1400 Hudson Street Suite 3C Hoboken New Jersey 201-839-6648 [email protected] Yes
Angelis, Dimitrios 277 Eisenhower Pkwy Livingston New Jersey 973-629-8521 [email protected] Yes
Collins, Caroline 53 Main St Madison New Jersey 973-765-6260 [email protected] Yes
Davis, Brennan 12 Route 9 North Marlboro New Jersey 732-984-9696 [email protected] Yes
Fazaldin, Elaine 660 Middlesex Avenue, Suite 100 Metuchen New Jersey 732-202-5600 [email protected] No
Laden, Gary 1377 Route 35 Middletown New Jersey 732-639-1046 [email protected] Yes
Sapka, Allison 26 Farm View Montvale New Jersey 201-822-5260 [email protected] Yes
Uku, Richard 170 E. Hanover Ave Morristown New Jersey 973-944-1187 [email protected] Yes
Untener, Scott &
Suzanne 269 Livingston Street Ste P Northvale New Jersey 201-588-5403 [email protected] Yes
Warner, Alison 350 Ramapo Valley Rd, Unit 430 Oakland New Jersey 973-846-4956 [email protected] Yes
Sapka, Allison 700 Paramus Park Paramus New Jersey 201-986-6543 [email protected] Yes
Spidare, Karen 3535 US Route 1, Suite 420 Princeton New Jersey 609-759-2121 [email protected] Yes
Mokray, Joan 875 Route 17 South, Ramsey Center Ramsey New Jersey 551-264-9222 [email protected] No
Collins, Caroline 800 Morris Turnpike, Ste 103 Short Hills New Jersey 973-710-4755 [email protected] Yes
Andricsak, Cathy 1919 Route 35 Suite 301 Wall Township New Jersey 732-539-9077 [email protected] Yes
Warner, Alison 1616 Route 23 North Wayne New Jersey 973-437-5053 [email protected] Yes
Uku, Richard 770 Bloomfield Ave., West Caldwell New Jersey 973-787-9074 [email protected] Yes
West New
Horvath, Emese 45-4 Riverwalk Pl., York New Jersey 201-875-1550 [email protected] Yes

Angelis, Dimitrios 225 E. Broad Ave Westfield New Jersey 908-233-0950 [email protected] Yes
Sapka, Allison 525 Cedar Hill Ave Wyckoff New Jersey 201-447-2500 [email protected] Yes
Rule, Jessica 11000 Montgomery Blvd NE, Ste 3 Albuquerque New Mexico 505-395-9511 [email protected] Yes
Rule, Jessica 5600 Coors Blvd. NW, Suite G-2 Albuquerque New Mexico 505-444-6995 [email protected] Yes
Rule, Jessica 3575 NM Hwy 528 NE, Suite H-100 Rio Rancho New Mexico 505-675-1818 [email protected] Yes
Rhyu, Heather 875 Saw Mill River Rd Ardsley New York 914-292-1292 [email protected] Yes
Chu, Isaac 181 Pacific St Brooklyn New York 718-635-1699 [email protected] Yes
Gevinski, Ed 336 Flatbush Avenue Brooklyn New York 929-376-2762 [email protected] Yes
Goldenberg, Louisa 485 Kings Highway Brooklyn New York 718-701-0109 [email protected] Yes
Goldenberg, Louisa 540 86th Street Brooklyn New York 718-701-0050 [email protected] Yes
Arshad, Saam 15 Clifton Country Road Clifton Park New York 518-691-3131 [email protected] Yes
Wolk, David 6226 Jericho Turnpike Commack New York 631-600-3072 [email protected] Yes
Davis, Martin 1949 Front Street East Meadow New York 516-744-1154 [email protected] Yes
Davis, Martin 7039 Austin St Forest Hills New York 917-338-4849 [email protected] Yes
Lo, David 181 Seventh Street Garden City New York 516-203-7377 [email protected] Yes
Grassi, Jim 4222 Sunrise Highway Massapequa New York 516-366-1700 [email protected] Yes
Wolk, David 874 Walt Whitman Road Melville New York 516-200-1097 [email protected] Yes
Goldstein, David 159 Route 25A, Miller Place, NY 11764 Miller Place New York 516-527-4040 [email protected] Yes
Gevinski, Ed 30 E Main St Mount Kisco New York 914-362-8414 [email protected] Yes
Lefkowitz, Mark 208 S Main St. New City New York 845-608-8280 [email protected] No
New Hyde
Lo, David 1632 Marcus Ave. Park New York 516-654-6938 [email protected] Yes
Rhyu, Heather 77 Quaker Ridge Rd New Rochelle New York 914-380-1377 [email protected] Yes
Acquista, Angelo 47 Murray Street New York New York 646-289-5099 [email protected] Yes
Cavallo, Darin 601 W. 57th Street New York New York 646-766-0290 [email protected] Yes
Chu, Isaac 381 Second Avenue New York New York 212-601-2667 [email protected] Yes
Yang, John &
Barletta, Renee 1715 First Avenue New York New York 917-685-0240 [email protected] Yes
Rosenbluth, Allen 3197 Long Beach Rd. Oceanside New York 516-280-1515 [email protected] Yes
Cavallo, Darin 527 Boston Post Road Port Chester New York 914-940-4740 [email protected] Yes

Rhyu, Heather 365 Central Park Avenue Scarsdale New York 914-449-4411 [email protected] Yes
Uku, Richard 2655 Richmond Avenue Staten Island New York 718-701-2277 [email protected] Yes
Watkins, Farah 5 North Airmont Road Suffern New York 845-918-1900 [email protected] Yes
Grassi, Jim 1173 Wantagh Ave Wantagh New York 516-246-5999 [email protected] Yes
Wolk, David 7947 B Jericho Turnpike Woodbury New York 646-907-9626 [email protected] Yes
Cropp, Hadley 28 Schenck Pkwy #155 Asheville North Carolina 828-318-8800 [email protected] Yes
Cropp, Hadley 80 Charlotte Street, Ste. 20 Asheville North Carolina 828-782-3629 [email protected] Yes
Ruggieri, Joe 1104 Parkside Main Street Cary North Carolina 919-899-9035 [email protected] Yes
Ruggieri, Joe 1800 E. Franklin Street #9 Chapel Hill North Carolina 919-781-8089 [email protected] Yes
Harris, Doug 4920 Old Sardis Road Suite C2 Charlotte North Carolina 704-558-6200 [email protected] Yes
Harris, Doug 10822 Providence Rd Ste 800 Charlotte North Carolina 980-272-4814 [email protected] Yes
Schuck, David 3349 Battleground Avenue suite 1005 Greensboro North Carolina 336-404-7871 [email protected] Yes
Geritz, John 703 Greenville Blvd. SE, Suite 105 Greenville North Carolina 252-652-3206 [email protected] No
Ruggieri, Joe 317 Matthews Drive Holly Springs North Carolina 919-355-9810 [email protected] Yes
Pennypacker, John 9525 Birkdale Crossing Drive Ste 102 Huntersville North Carolina 704-631-5600 [email protected] Yes
Agnoff, Mindy 2028 Olde Regent Way, Suite 140 Leland North Carolina 910-725-6190 [email protected] Yes
Ullom, Caitlin 2211 Matthews Township Pkwy, Unit E Matthews North Carolina 704-594-5670 [email protected] No
Pennypacker, John 146 Mooresville Commons Way Unit 25 Mooresville North Carolina 980-260-0000 [email protected] Yes
Ruggieri, Joe 2920 Sherman Oak Place, Suite 130 Raleigh North Carolina 919-867-1900 [email protected] Yes
Ruggieri, Joe 9400 Falls of Neuse Rd Raleigh North Carolina 919-670-3077 [email protected] Yes
Ruggieri, Joe 9650 Leesville Road, Suite 150 Raleigh North Carolina 919-277-1484 [email protected] Yes
Agnoff, Mindy 1407 Barclay Pointe Blvd, Suite 403 Wilmington North Carolina 910-260-5511 [email protected] Yes
Agnoff, Mindy 1121-F Military Cutoff Rd., Wilmington North Carolina 910-408-2630 [email protected] Yes
Winston-
Henry, Kristin 371 Lower Mall Drive Salem North Carolina 336-717-1222 [email protected] No
Shumway, Jeff 2451 Lakeview Dr., Ste. 104 Beavercreek Ohio 937-365-2929 [email protected] Yes
Sapitro, Diane & Broadview
Jim 4223 East Royalton Rd Heights Ohio 440-397-0050 [email protected] Yes
Gage, Anita 8474 East Washington St. Unit 11 Chagrin Falls Ohio 440-804-5110 [email protected] Yes
Hansen, Peter 12088 Montgomery Road Cincinnati Ohio 513-766-9008 [email protected] Yes

Hansen, Peter 2692 Madison Rd Cincinnati Ohio 513-993-1350 [email protected] Yes
Kadakia, Rupalee 8924 Lyra Drive Columbus Ohio 614-408-3662 [email protected] yes
McTigue, Caitlin 5780 N. Hamilton Rd. Unit G Columbus Ohio 614-245-0333 [email protected] Yes
Shumway, Jeff 3649 Rigby Road Dayton Ohio 937-886-4810 [email protected] Yes
175 E. Alexandersville-Bellbrook Road, Suite
Shumway, Jeff #202 Dayton Ohio 937-200-1550 [email protected] Yes
Sapitro, Diane &
Jim 2725 W. Market St, Suite 130 Fairlawn Ohio 330-920-0020 [email protected] Yes
Grandview
McTigue, Caitlin 1080 Yard Street Heights Ohio 614-776-0282 [email protected] Yes
Gage, Anita 118 W Streetsboro St., Room 25 Hudson Ohio 330-475-7771 [email protected] Yes
Gage, Anita 311 Park Ave Ste. 123 Orange Ohio 440-703-6077 [email protected] Yes
Grewal, Saru 26597 N. Dixie Highway Suite 167 Perrysburg Ohio 567-246-9160 [email protected] No
McTigue, Caitlin 4024 Powell Road Powell Ohio 614-245-0300 [email protected] Yes
Gage, Anita 34348 Aurora Rd Unit 19 Solon Ohio 440-201-7064 [email protected] Yes
West Chester
Harris, Jon 7554 Voice of America Center Drive Township Ohio 513-463-8588 [email protected] No
Sapitro, Diane &
Jim 30032 Detroit Rd. Westlake Ohio 440-665-7941 [email protected] Yes
Creecy, David 15124 Lleytons Court, Ste. 105 Edmond Oklahoma 405-607-6737 [email protected] Yes
Clark, Curt 11476 S Union Ave Ste 102 Jenks Oklahoma 918-291-1420 [email protected] Yes
Gandy , Andrea 1352 N. Interstate Drive, Norman Oklahoma 405-561-1442 [email protected] No
Creecy, David 7550 N. May Ave., #100 Oklahoma City Oklahoma 405-607-3355 [email protected] Yes
Webb, Allie 12301 South Western Ave Suite B-6 Oklahoma City Oklahoma 405-759-7111 [email protected] No
Clark, Curt 3230 E 21st Street Tulsa Oklahoma 918-725-1705 [email protected] Yes
Clark, Curt 9136 S Sheridan Rd Tulsa Oklahoma 918-770-7391 [email protected] Yes
Sander, Misty 2725 SW Cedar Hills Blvd., Suite 100 Beaverton Oregon 503-430-0693 [email protected] Yes
Wynkoop, Dan 12305 SW Horizon Blvd Suite J207 Beaverton Oregon 503-605-1453 [email protected] Yes
Koeplin, David 20520 Robal Lane, Suite 104 Bend Oregon 541-410-1183 [email protected] Yes
Lisitza, Christie 440 Coburg Road Suite 100 Eugene Oregon 541-248-1406 [email protected] No
McCartney, Alyssa 12900 SE 162nd Ave., Ste. 101 Happy Valley Oregon 971-236-7634 [email protected] Yes
Wynkoop, Dan 3 Monroe Parkway, Suite 300F, Lake Oswego Oregon 503-822-5473 [email protected] Yes

Sander, Misty 7515 SW Barnes Rd. Ste 102 Portland Oregon 971-249-8555 [email protected] Yes
May, Sara 21370 SW Langer Pkwy. Ste.144 Sherwood Oregon 503-352-4543 [email protected] No
Johansen, Christina 4655 William Flynn Highway Suite 113 Allison Park Pennsylvania 412-385-4482 [email protected] Yes
Koster, Marco 222 East Main Street #012 Collegeville Pennsylvania 484-284-8004 [email protected] No
Waller, George 22 East Ridge Pike Conshohocken Pennsylvania 267-462-4411 [email protected] Yes
Kurowicki, Donna 1745 S. Easton Road, Suite H4 Doylestown Pennsylvania 215-874-0800 [email protected] No
Longo, Margo 812 N. Pottstown Pike Exton Pennsylvania 484-879-4048 [email protected] Yes
Longo, Margo 215 Lancaster Ave Frazer Pennsylvania 484-787-3905 [email protected] Yes
Kennett
McKay, Gary 823 East Baltimore Pike Square Pennsylvania 610-624-3350 [email protected] Yes
McKay, Gary 1567 Fruitville Pike, Suite 3 Lancaster Pennsylvania 717-925-7727 [email protected] Yes
Rosner, David 44 West Rd Newtown Pennsylvania 215-764-5515 [email protected] No
Johansen, Christina 8013 McKnight Rd, 200B Pittsburg Pennsylvania 412-278-7435 [email protected] Yes
Borga, Brittany 5430 Centre Avenue Pittsburgh Pennsylvania 724-370-3773 [email protected] Yes
Schlosser, David 1500 Washington Rd., Suite 2601 Pittsburgh, Pennsylvania 412-212-1169 [email protected] No
Waller, George 1105-D N Bethlehem Pike Springhouse Pennsylvania 610-200-5591 [email protected] Yes
Castiglione, Mike 101 Fowler Road, Suite C Wexford Pennsylvania 878-332-2311 [email protected] No
East
Sciacca, Jessica 1000 Division Street, Suite 75 Greenwich Rhode Island 714-943-5499 [email protected] Yes
Garrett, Jim 1739 Maybank Hwy, Suite L Charleston South Carolina 843-800-8986 [email protected] Yes
Keen, Henry 4605 Forest Dr., Suite 4 Forest Acres South Carolina 803-485-1060 [email protected] Yes
Pennypacker, John 2373 Len Patterson Road Suite 102 Fort Mill South Carolina 803-399-0530 [email protected] Yes
Patterson, John 1939-A Woodruff Rd. Greenville South Carolina 864-469-2330 [email protected] Yes
Patterson, John 2107 Augusta St Greenville South Carolina 864-469-2330 [email protected] Yes
Keen, Henry 5230 Sunset Blvd., Suite C, Lexington South Carolina 803-756-4040 [email protected] Yes
Garrett, Jim 1701 Shoremeade Rd. Suite 630 Mt. Pleasant South Carolina 843-800-8986 [email protected] Yes
Garrett, Jim 9512 Dorchester Rd, Suite 150 Sumerville South Carolina 843-800-8990 [email protected] Yes
Safranski, Michael 5009 S. Western Ave Ste 220 Sioux Falls South Dakota 605-681-6556 [email protected] No
Fielder, Tom 101 Creekside Crossing, Suite 600 Brentwood Tennessee 615-645-6300 [email protected] Yes
Barnes, Phillip 3660 S Houston Levee Rd #108 Collierville Tennessee 901-255-0606 [email protected] Yes

Fielder, Tom 4031 Aspen Grove Drive, Suite 120 Franklin Tennessee 615-538-1199 [email protected] Yes
Fielder, Tom 217 Indian Lake Blvd. Ste. 1002 Hendersonville Tennessee 615-270-2470 [email protected] Yes
Barnes, Phillip 6300 Poplar Ave Ste 103 Memphis Tennessee 901-646-5054 [email protected] Yes
Fielder, Tom 402 11th Avenue North Nashville Tennessee 615-733-8080 [email protected] Yes
Fielder, Tom 4326 Harding Pike, Suite 105 Nashville Tennessee 615-988-4488 [email protected] Yes
Furniss, Michael 190 E Stacy Road Allen Texas 469-393-2002 [email protected] Yes
Howard, Kendall 821 East Lamar Blvd. Arlington Texas 817-532-5066 [email protected] Yes
Fraser, Glenn 166 Hargraves Drive, Suite 500 Austin Texas 512-212-7525 [email protected] Yes
Fraser, Glenn 2712 Bee Cave Rd Austin Texas 512-515-1440 [email protected] Yes
Hernandez, Hector 1011 East 5th, suite 130 Austin Texas 512-855-1111 [email protected] Yes
Hernandez, Hector 1011 East 5th Street, Suite 130 Austin Texas 512-878-3271 [email protected] Yes
Fichaud, Chris 5103 Bellaire Blvd #245 Bellaire Texas 832-643-9952 [email protected] Yes
Hernandez, Hector 5001 183A Toll Road Suite G400 Cedar Park Texas 512-399-5212 [email protected] Yes
College
Cotter, Melanie 910 William D Fitch Parkway, Suite 600 Station Texas 979-999-1896 [email protected] No
Martin, Debi 106 N. Denton Tap Road, Suite 202 Coppell Texas 972-848-3308 [email protected] Yes
Howard, Kendall 1650 Highway 380, Suite 150 Crossroads Texas 940-600-4112 [email protected] Yes
Fichaud, Chris 9955 Barker Cypress Ste 215 Cypress Texas 832-653-9419 [email protected] Yes
Martin, Debi 18208 Preston Road, Ste D-8 Dallas Texas 469-907-4260 [email protected] Yes
Martin, Debi 9850 Walnut Hill Lane Suite 435 Dallas Texas 682-253-6816 [email protected] Yes
Martin, Debi 4701 Colleyville Blvd. Ste 430 Dallas Texas 817-409-6970 [email protected] Yes
Millwee, Sarah 5290 Belt Line Rd, Suite 123 Dallas Texas 469-352-9291 [email protected] Yes
Howard, Kendall 3220 Teasley Suite 104 Denton Texas 940-580-1223 [email protected] Yes
Springer, Bobby 1221 Flower Mound Rd Ste 320 Flower Mound Texas 817-668-0108 [email protected] Yes
Martin, Debi 2317 North Tarrant Parkway, Suite 423 Fort Worth Texas 682-312-6030 [email protected] Yes
Millwee, Sarah 5924 Convair Drive Suite A300 Fort Worth Texas 817-767-4991 [email protected] Yes
Schuck, David 6959 Lebanon Road, Ste 121 Frisco Texas 469-701-1252 [email protected] Yes
Schuck, David 2500 Eldorado Parkway Frisco Texas 469-430-0304 [email protected] Yes
Mullins, John 6850 N Shiloh Rd Suite H1 Garland Texas 469-718-7850 [email protected] Yes
Hernandez, Hector 1225 S. IH 35 Georgetown Texas 737-237-4182 [email protected] Yes

Leighton, Craig 12423 Bandera Road Helotes Texas 210-890-2610 [email protected] No
Highland
Martin, Debi 2540 Justin Rd. Suite 177 Village Texas 972-597-4275 [email protected] Yes
Gowens, Bret 1765 S Friendswood Dr. Suite 103 Houston Texas 832-862-2023 [email protected] Yes
Pontone, Elisa &
Scott 14129 Memorial Drive Houston Texas 281-661-3114 [email protected] Yes
Pontone, Elisa &
Scott 2401 N Shepherd Drive, Suite 120 Houston Texas 713-489-0556 [email protected] Yes
Schriever, Delma 2323 Clear Lake City Blvd, Suite 183 Houston Texas 832-584-4120 [email protected] Yes
Uffelman, Brian 6401 Woodway Drive, ste 167 Houston Texas 281-738-1001 [email protected] Yes
Uffelman, Brian 3277 Southwest Freeway, Suite B Houston Texas 832-301-0440 [email protected] Yes
Wafford, Nicole 5535 Memorial Ave Houston Texas 713-955-3595 [email protected] No
Wells, Daniela 16430 W. Lake Houston Pkwy., Suite 300- Houston Texas 832-779-2622 [email protected] Yes
Martin, Debi 4000 N. MacArthur Blvd. Ste #A122 Irving Texas 469-214-4822 [email protected] Yes
Fichaud, Chris 2100 Westheimer Parkway Katy Texas 281-676-4638 [email protected] Yes
Pontone, Elisa &
Scott 10705 Spring Green Blvd., #200, Katy Texas 832-913-1847 [email protected] Yes
Springer, Bobby 242 Rufe Snow Drive, Suite 170 Keller Texas 817-668-0007 [email protected] Yes
Wells, Daniela 730 Kingwood Dr. Kingwood Texas 832-592-7953 [email protected] Yes
Martinez, Susan 2951 Ranch Rd 620 S Ste. 103 Lakeway Texas 575-937-0479 [email protected] No
Schriever, Delma 3875 E. League City Pkwy League City Texas 832-920-3198 [email protected] Yes
Short, Kyle 10305 Quaker Ave., Space 900 Lubbock Texas 806-503-3838 [email protected] No
Becker, Lance 3300 East Broad St #130 Mansfield Texas 817-592-2555 [email protected] Yes
Schuck, David 9245 Virginia Pkwy, Suite #200 McKinney Texas 972-838-5558 [email protected] Yes
Gowens, Bret 8740 Hwy 6 #100 Missouri City Texas 281747-5777 [email protected] Yes
Mullins, John 226 E. FM 544, Suite 106 Murphy Texas 214-235-2931 [email protected] Yes
Becker, Lance 1935 W State Hwy 46, Suite 104 New Braunfels Texas 830-632-9666 [email protected] Yes
Gowens, Bret 2810 Business Center Drive, Suite 114 Pearland Texas 281-800-8414 [email protected] Yes
Schuck, David 4709 W Parker Road, Suite 490 Plano Texas 469-606-2343 [email protected] Yes
Furniss, Michael 3301 N Goliad St. Suite 103 Rockwall Texas 469-718-7787 [email protected] Yes
Hernandez, Hector 2800 South IH-35, Suite 160 Round Rock Texas 512-399-5216 [email protected] Yes

Mullins, John 3316 Lakeview Pkwy Rowlett Texas 214-235-3582 [email protected] Yes
Becker, Lance 20210 Stone Oak Parkway, Suite 105 San Antonio Texas 866-808-1212 [email protected] Yes
Mueller, Christian 21803 IH-10 West San Antonio Texas 210-610-7878 [email protected] No
Stephens, Michelle 1150 N. Loop 1604 W., Suite 140 San Antonio Texas 210-745-5595 [email protected] Yes
Stephens, Michelle 255 E. Basse Road #360 San Antonio Texas 210-783-0440 [email protected] Yes
Becker, Lance 6018 FM 3009, Suite 50 Shertz Texas 866-971-2202 [email protected] Yes
Springer, Bobby 480 W. Southlake Boulevard,suite 131 Southlake Texas 817-668-0011 [email protected] Yes
Fichaud, Chris 7316 Louetta Road #B302 Spring Texas 281-607-2485 [email protected] Yes
Gowens, Bret 3157 Highway 6 Sugar Land Texas 281-369-4977 [email protected] Yes
The
Fichaud, Chris 26400 Kuykendahl Road Suite A280 Woodlands Texas 281-607-2483 [email protected] Yes
Pryor, Dennis 8926 S Broadway Ave Suite 140 Tyler Texas 318-795-8700 [email protected] Yes
Holman, Jessica 6500 Woodway Dr. Suite 117 Waco Texas 254-261-1008 [email protected] Yes
McLaughlin, Matt 530 W 500 S Suite D Bountiful Utah 801-317-1766 [email protected] Yes
McLaughlin, Matt 210 South Fort Lane, Suite 5 Layton Utah 801-923-3490 [email protected] Yes
McClure, Krista 1881 W. Traverse Parkway, Ste B Lehi Utah 385-831-7077 [email protected] Yes
Jensen, Melinda 1140 E. Brickyard Rd. #30 Salt Lake City Utah 801-939-2300 [email protected] No
Allison, Robert;
Shumate, Taylor 2079 East 9400 South Sandy Utah 385-800-3220 [email protected] No
Lee, Mindy 1725 Jamieson Avenue Alexandria Virginia 571-223-7774 [email protected] Yes
Grams, Michael 1101 S. Joyce St., Suite B14 Arlington Virginia 571-429-4690 [email protected] Yes
Ask, Ryan 43670 Greenway Corporate Drive Ashburn Virginia 703-828-0779 [email protected] Yes
Karickhoff, Julie 5765 Burke Center Parkway, Ste S Burke Virginia 703-691-5999 [email protected] No
Lotze, Cristine 2140 Barracks Road Charlottesville Virginia 434-202-4219 [email protected] No
Dunn, Ray 237 Hanbury Rd. East, Suite 12 Chesapeake Virginia 757-304-3101 [email protected] Yes
Richman , Matthew 7325 Hancock Village Drive Chesterfield Virginia 804-821-6969 [email protected] No
Lee, Mindy 4467 Market Commons Drive Fairfax Virginia 703-646-1705 [email protected] Yes
Burleigh, Bryan 5454 Wyndham Forest Drive Glen Allen Virginia 804-250-5170 [email protected] Yes
Grams, Michael 2535 John Milton Drive Herndon Virginia 571-616-9090 [email protected] Yes
Celia, Joe 12120 Jefferson Avenue, Suite A Newport News Virginia 757-657-0687 [email protected] Yes

Ask, Ryan 47100 Community Plaza #130 Sterling Virginia 571-525-2282 [email protected] Yes
Celia, Joe 5836 Harbour View Blvd Suite 350 Suffolk Virginia 757-630-3238 [email protected] Yes
Grams, Michael 1521 Boyd Pointe Way Suite B Vienna Virginia 571-429-4890 [email protected] Yes
Dunn, Ray 2476 Nimmo Parkway, Suite 108 Virginia Beach Virginia 757-300-1200 [email protected] Yes
Dunn, Ray 1860 Laskin Road Suite 121 Virginia Beach Virginia 757-819-4001 [email protected] Yes
Celia, Joe 4640 Casey Blvd Suite 110 Williamsburg Virginia 757-772-6316 [email protected] Yes
Guttigoli, Sheetal 1910 132nd AVE NE, SUITE 8 Bellevue Washington 425-326-1926 [email protected] Yes
Gore, Usha 22833 Bothell Everett Highway, Suite #147 Bothell Washington 425-322-2007 [email protected] Yes
James, Liz 19215 SE 34th Street, Suite 108 Camas Washington 360-205-4708 [email protected] Yes
Bainer, Chris 124 4th Ave South Ste 130 Kent Washington 253-277-8586 [email protected] Yes
Shah, Vishrut 213 Park Lane Kirkland Washington 425-588-8726 [email protected] Yes
Shah, Vishrut 2601 76th Ave SE Mercer Island Washington 206-227-4343 [email protected] Yes
Schoffstall, Jeff 16310 Bothell -Everett Hwy, Suite D Mill Creek Washington 425-230-4905 [email protected] No
Bainer, Chris 13382 Newcastle Commons Dr Newcastle Washington 253-499-2233 [email protected] Yes
Guttigoli, Sheetal 15782 Redmond Way Redmond Washington 425-200-4173 [email protected] Yes
Nicholson, Candi 124 Denny Way Seattle Washington 206-661-7334 [email protected] Yes
James, Liz 7901 NE 6th Ave., Suite 109 Vancouver Washington 360-836-0264 [email protected] Yes
Stanford, Jennifer
& Mitchell 17301 W Capitol Drive Brookfield Wisconsin 262-245-3117 [email protected] No
Baldwin, Erika 566 Junction Road Madison Wisconsin 608-571-2313 [email protected] Yes
Baldwin, Erika 2623 Monroe St Suite 130 Madison Wisconsin 608-855-9132 [email protected] Yes
Sinnen, Megan &
Deutmeyer,
Marianela 6300 W Mequon Rd Mequon Wisconsin 414-939-3644 [email protected] Yes
Tsuchiyama,
Elizabeth 340 N. Milwaukee St., Milwaukee Wisconsin 414-553-9997 [email protected] Yes
Cato, Dalynn 1921 Silvernail Road, Unit D Pewaukee Wisconsin 262-701-7047 [email protected] No
Baldwin, Erika 390 S Grand Ave Sun Prairie Wisconsin 608-371-1901 [email protected] Yes
Tsuchiyama,
Elizabeth 6929 W. North Ave. Wauwatosa Wisconsin 414-395-1122 [email protected] Yes

FRANCHISEES THAT HAVE SIGNED FRANCHISE AGREEMENTS BUT ARE NOT YET OPEN
AS OF DECEMBER 31, 2020
(INCLUDING DEVELOPERS THAT HAVE NOT YET OPENED THEIR FIRST STUDIO)
Name Phone City State email

510-919-
Miller, Jerry 4484 San Mateo California [email protected]
206-852-
Castro, Savannah 6331 Seattle California [email protected]
703-389-
Gorti, Jag 9329 Fremont California [email protected]
707-980-
Sarah Navarro 2030 Sierra Madre California [email protected]
650-766-
Shiraki, Jessica 5900 Sunnyvale California [email protected]
302-884-
Wright, Greg 7611 Wilmington Delaware [email protected]
414-303-
Grainer, Frank 6180 Destin Florida [email protected]
786-765- Sunny Isles
Mochon, Daniela 4646 Beach Florida [email protected]
321-436-
Reid-King, Donnette 2004 Celebration Florida [email protected]
239-603-
Abbe, Steve 7300 Ft Myers Florida [email protected];
404-824-
Page, Dexter 4553 Atlanta Georgia [email protected]
404-844- Peachtree
Eugenia Copeland 1716 Corners Georgia [email protected]
208-841-
Louis, Laura 0247 Boise Idaho [email protected]
630-538-
Kohn, Eric 7235 Westmont Illinois [email protected]
312-315-
Lori Penoyer 6087 Tinley Park Illinois [email protected]
630-886-
Brzezniak, Donna 7198 Lemont Illinois [email protected]
240-422-
Mirna Hammoud 2219 Gaithersburg Maryland [email protected]
410-499-
Leary, Christine 2642 Monkton Maryland [email protected]
978-414-
Day, Tim 1414 Salem Massachusetts [email protected]
978-358-
Finneran, Bill 1699 Newburyport Massachusetts [email protected]

601-667-
John Kaiser 7361 Ridgeland Mississippi [email protected]
Otto, Nathan; Otto, 816-827-
Jennifer 8313 Lee's Summit Missouri [email protected]
406-697-
Stieg, Ryan; Stieg, Jillian 8616 Billings Montana [email protected]
702-608-
Kirkland, Craig 1396 Las Vegas Nevada [email protected]
732-639-
Laden, Gary 1046 Middletown New Jersey [email protected]
609-759-
Spidare, Karen 2121 Princeton New Jersey [email protected]
732-539-
Andricsak, Cathy 9077 Wall Township New Jersey [email protected]
518-691-
Arshad, Saam 3131 Clifton Park New York [email protected]
585-613-
Crawford, Dalya 5130 Brighton New York [email protected]
516-366-
Grassi, Jim 1700 Massapequa New York [email protected]
585-542-
Terrance O'Grady 2375 Fairport New York [email protected]
917-587-
Dehner, Sandra 9202 Hamptons New York [email protected]
919-670-
Ruggieri, Joe 3077 Raleigh North Carolina [email protected]
980-260-
Pennypacker, John 0000 Mooresville North Carolina [email protected]
513-993-
Schroeder, Tanya 0513 Cincinnati Ohio [email protected]
614-245-
McTigue, Caitlin 0300 Powell Ohio [email protected]
301-793-
Obeng, Pete & Riyadh 9986 Bethlehem Pennsylvania [email protected]
814-504-
Hammers, Jennifer 0497 Coraopolis Pennsylvania [email protected]
706-667-
Tanya Demattia 7300 Augusta Georgia [email protected]
910-200-
Best, John 0646 Knoxville Tennessee [email protected]
901-646-
Barnes, Phillip 5054 Memphis Tennessee [email protected]
512-523-
Kellcy, Julia 5079 Buda Texas [email protected]
972-904-
Oyin, Kokoricha 7440 Murphy Texas [email protected]

512-878-
Hernandez, Hector 3271 Austin Texas [email protected]
972-838-
Schuck, David 5558 McKinney Texas [email protected]
816-726- [email protected]
Mullane, Molly & Chad 0225 South Jordan Utah
703-828-
Ask, Ryan 0779 Ashburn Virginia [email protected]
555-407-
Portilla Romo, Carlos 1394 Lorton Virginia [email protected]
817-307-
Tina McLaughlin 3536 Bellevue Washington [email protected]
Emerson, Jennifer & 509-998-
Rodney 5545 Spokane Washington [email protected]

Exhibit I
LIST OF FRANCHISEES THAT LEFT THE SYSTEM

AT SOME POINT DURING OUR PAST FISCAL YEAR (2020)
Franchisee City ST Ph #
Courtemanche, Sheri and Tooley Camarillo CA (818) 384-3035
Kendall, Linda Sacramento CA (916) 205-1470
Thomas, Joni Torrance CA (773) 320-0921
Tice, Chandler and Katie West Des Moines, IA (515) 974-7355
Smith, Brock and Elizabeth Olathe KS (913) 461-0770
Bateman, Liana Bethesda MD (717) 578-6988
Devers, Jennifer; McKelvey, Patti Wentzville Pkwy MT (636) 448-1294
Kim, Wesley Las Vegas NV (424)653-8586
Guirguess, David East Brunswick NJ (201) 341-9001
Badger, Scott Park City UT (801)556-6111
Sanger, Travis and Heidi Sandy UT (701) 866-5036

Exhibit J
DEVELOPMENT AGREEMENT

CLUB PILATES FRANCHISE, LLC
AREA DEVELOPMENT AGREEMENT
DEVELOPER
________________________
________________________
DATE OF AGREEMENT

2021 Development Agreement
TABLE OF CONTENTS
1. REFERENCES AND DEFINITIONS ..................................................................................................2

2. USE OF SYSTEM ................................................................................................................................3
3. GRANT OF DEVELOPMENT RIGHTS .............................................................................................3
4. DEVELOPMENT RIGHTS AND OBLIGATIONS ............................................................................4
5. STUDIO CLOSINGS ...........................................................................................................................6
6. PROCEDURE FOR EXERCISING DEVELOPMENT RIGHTS........................................................6
7. DUTIES OF DEVELOPER ..................................................................................................................7
8. SITE SELECTION, LEASES, FRANCHISE AGREEMENT .............................................................8
9. DEVELOPMENT FEE .........................................................................................................................9
10. SUPERIORITY OF INDIVIDUAL FRANCHISE AGREEMENT .....................................................9
11. COVENANTS ......................................................................................................................................9
12. RELATIONSHIP OF THE PARTIES ................................................................................................ 11
13. PROPRIETARY MARKS ..................................................................................................................13
14. TERMINATION ................................................................................................................................ 14
15. EFFECT OF TERMINATION AND EXPIRATION .........................................................................15
16. TRANSFER OF INTEREST ..............................................................................................................15
17. APPROVALS .....................................................................................................................................20
18. NONWAIVER....................................................................................................................................20
19. DEVELOPER’S RECORDS AND REPORTS ..................................................................................20
20. NOTICES AND PAYMENTS ...........................................................................................................21
21. GOVERNING LAW .......................................................................................................................... 24
22. ARBITRATION AND OTHER DISPUTE RESOLUTION PROVISIONS ......................................24
23. ENFORCEMENT ............................................................................................................................... 24
24. CAVEAT ............................................................................................................................................27
25. MISCELLANEOUS ........................................................................................................................... 27
EXHIBITS
ATTACHMENT: GUARANTY AND ASSUMPTION OF OBLIGATIONS

EXHIBIT A – DEVELOPMENT AREA
EXHIBIT B – DEVELOPMENT SCHEDULE
EXHIBIT C – FRANCHISE AGREEMENT
EXHIBIT D – STATEMENT OF OWNERSHIP INTERESTS AND PRINCIPALS
EXHIBIT E – CONFIDENTIALITY AGREEMENT AND ANCILLARY COVENANTS NOT TO
COMPETE

2021 Development Agreement i
AREA DEVELOPMENT AGREEMENT
THIS AREA DEVELOPMENT AGREEMENT (the “Agreement”), is made and entered into
this day of , 20___, by and between: (i) Club Pilates Franchise, LLC, a limited
liability company formed and operating under the laws of the State of Delaware whose principal business
address is 17877 Von Karman Ave., Suite 100, Irvine, CA 92614 (the “Franchisor”); and (ii) , a/n
____________________ with a business address at ____________________ (the “Developer”).
WITNESSETH:
WHEREAS, as the result of the expenditure of time, effort and expense, Franchisor has created a
unique and distinctive proprietary system (hereinafter the “System”) for the establishment, development
and operation of a CLUB PILATES Studio (each, a “Studio”) that provides Studio offering (a) Pilates
instruction and related services that Franchisor authorizes (collectively, the “Approved Services”), and (b)
certain merchandise and other products Franchisor authorizes for sale in conjunction with the Approved
Services and Studio operations (collectively, the “Approved Products”), to the general public and/or
through a membership-based program, under the mark CLUB PILATES.
WHEREAS, Franchisor owns the System and the right to use the 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 of the interior of the Studio,
standards and specifications for the furniture, fixtures and equipment located within a Studio, established
relationships with approved or designated suppliers for certain products and services, and standards and
specifications for advertising, bookkeeping, sales and other aspects of operating a Studio.
WHEREAS, Franchisor identifies the System and licenses the use of certain trade names, service
marks, trademarks, emblems and indicia of origin, including the mark CLUB PILATES and other trade
names, service marks and trademarks as are now designated and may hereafter be designated by Franchisor
in writing for use with the System (the “Proprietary Marks”);
WHEREAS, Developer desires the right to develop, own and operate multiple CLUB PILATES
Studios under the System in a defined geographic area under a Development Schedule (the “Development
Schedule”) set forth in this Agreement; and
WHEREAS, Developer acknowledges that Developer has conducted an independent investigation

of the business contemplated by this Agreement and recognizes that, like any other business, the nature of
the business conducted as a CLUB PILATES Studio may evolve and change over time, that an investment
in a CLUB PILATES Studio involves a business risk and the success of the venture is largely dependent
upon Developer’s business abilities and efforts.
NOW, THEREFORE, the parties, in consideration of the mutual undertakings and commitments
set forth in this Agreement, the receipt and sufficiency of which are hereby acknowledged, agree as follows

2021 Development Agreement 1
1. REFERENCES AND DEFINITIONS
A. DEVELOPMENT AREA
“Development Area” means the geographic area described in Exhibit A.
B. DEVELOPMENT SCHEDULE/DEVELOPMENT PERIOD
“Development Schedule” means the schedule for Developer to open and operate a specific
cumulative number of CLUB PILATES Studios as set forth in Exhibit B to this Agreement. Each
“Development Period” is a period of time set forth in the Development Schedule wherein Developer must
meet each specific development obligations.
C. FRANCHISE AGREEMENT
Except for the royalty fee and the advertising contributions, 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-current form of agreements (including the franchise agreement and
any exhibits, riders, collateral assignments of leases or subleases, shareholder guarantees and preliminary
agreements) that Franchisor customarily uses in the granting of a franchise for the ownership and operation
of a CLUB PILATES Studio.
Concurrent with the execution of this Agreement, Developer shall execute the Franchise Agreement
for the first Studio that Developer is granted the right to open within the Development Area hereunder.
Franchisor, in its sole discretion, but subject to the express provisions contained herein, may modify or
amend in any respect the standard form of Franchise Agreement it customarily uses in granting a franchise
for a CLUB PILATES Studio.
The parties agree and acknowledge that: (i) Developer must timely execute Franchisor’s then-
current form of Franchise Agreement for each CLUB PILATES Studio that Developer is required to open
and commence operating pursuant to the Development Schedule; and (ii) Franchisor may, in its discretion,
modify or amend the form of Franchise Agreement that Franchisor is using as of the date this Agreement
is executed as it deems appropriate for (a) use in the CLUB PILATES System generally, and (b) execution
by the parties in connection with the Studios that Developer must subsequently open and commence
operating under this Agreement.
D. PRINCIPALS
The term “Principals” includes, collectively and individually, Developer’s owners; if Developer is
an entity, any officers and directors of Developer (including the officers and directors of any general partner
of Developer) and any person and of any entity directly owning and/or controlling ten percent (10%) or
more of Developer, or a managing member or manager of a limited liability company. The initial Principals
shall be listed in Exhibit D. The Principals must execute an agreement in substantially the form of the
attached Guaranty and Assumption of Obligations (immediately following this Agreement) undertaking to
be bound jointly and severally to all provisions of this Agreement.

2. USE OF SYSTEM
Developer acknowledges, and does not contest, Franchisor’s exclusive ownership and rights to each
and every aspect of the System. Developer’s right to developer Studios is specifically limited to the
Development Area, as well as the terms and conditions of this Agreement and Franchise Agreements
executed pursuant thereto.
3. GRANT OF DEVELOPMENT RIGHTS
A. GRANT AND TERM
In reliance on the representations and warranties of Developer and its Principals, Franchisor grants
to Developer, and Developer hereby accepts the right and obligation to develop, a designated number of
CLUB PILATES Studios within the Development Area in full compliance with the terms of this
Agreement, including the timely development obligations to open a specific cumulative number of CLUB
PILATES Studios over prescribed periods of time as established in the Development Schedule; and in full
compliance with all obligations and provisions under the form(s) of Franchise Agreement entered into for
the right to own and operate each individual CLUB PILATES Studio.
The term of this Agreement shall commence upon full execution of this Agreement and, unless
earlier terminated by Franchisor pursuant to the terms hereof, this Agreement shall expire upon the earlier
of: (i) the date Developer timely opens the last CLUB PILATES Studio it is required to open and commence
operations within the Development Area pursuant to this Agreement; or (ii) the last day of the last
Development Period on the Development Schedule. Developer acquires no rights under this Agreement to
develop CLUB PILATES Studios outside the Development Area. Upon expiration or termination of this
Agreement for any reason, Developer will have no rights whatsoever within the Development Area (other
than any territorial rights that Franchisor has granted to Developer in connection with any CLUB PILATES
Studio(s) that Developer has timely opened pursuant to a Franchise Agreement as required by the
Development Schedule prior to the date this Agreement is terminated or expires).
B. COMMITMENT OF DEVELOPER
Franchisor has granted these rights in reliance on the business skill, financial capability, personal
character and expectations of performance by the Developer and its Principals. This Agreement is for the
purpose of developing and operating the CLUB PILATES Studios, and is not for the purpose of reselling
the rights granted by this Agreement.
C. DEVELOPMENT PLAN
The following conditions and approvals are conditions precedent before the right of Developer to
develop each CLUB PILATES Studio becomes effective. At the time Developer selects a site for each
CLUB PILATES Studio, Developer must satisfy the operational, financial and training requirements, set
forth below:
(1) Operational: Developer must be in substantial compliance with the material terms
and conditions of this Agreement and all Franchise Agreements granted Developer. For each CLUB
PILATES Studio operated by Developer, Developer must 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’s financial criteria
for Developers and Principals with respect to Developer’s operation of its existing CLUB PILATES

Studios, if any, and the proposed CLUB PILATES Studio. Developer must be in compliance and not been
in default during the twelve (12) months preceding Developer’s request for approval, of any monetary
obligations of Developer to Franchisor or its affiliate under any Franchise Agreement granted under this
Agreement.
D. EXECUTION OF FRANCHISE AGREEMENT
This Agreement is not a Franchise Agreement and does not grant Developer any right or license to
operate a CLUB PILATES Studio, or to provide services, or to distribute goods, or any right or license in
the Proprietary Marks. Developer must timely execute Franchisor’s then-current form of Franchise
Agreement for each CLUB PILATES Studio that Developer is required to open under the Development
Schedule.
4. DEVELOPMENT RIGHTS AND OBLIGATIONS
A. RESERVATION OF RIGHTS
Franchisor (on behalf of itself and its affiliate(s), parent(s) and subsidiaries) retains the rights, in its
sole discretion and without granting any rights to Developer: (1) to itself operate, or to grant other persons
the right to operate, CLUB PILATES Studios at locations and on terms Franchisor deems appropriate
outside the Development Area granted Developer, and (2) to sell the products and services authorized for
CLUB PILATES Studios under the Proprietary Marks or under other trademarks, service marks and
commercial symbols through dissimilar channels of distribution and under terms Franchisor deems
appropriate within and outside the Development Area, including, but not limited to, by electronic means,
such as the Internet, and by web sites established by Franchisor, as we determine, in our sole discretion.
In addition, Franchisor, any other developer and any other authorized person or entity shall have
the right, at any time, to advertise and promote the System, in the Development Area. Developer
acknowledges and agrees that Developer is only granted the right to develop and operate CLUB PILATES
Studios within the Development Area. Accordingly, within and outside the Development Area, Franchisor
and its affiliate and its subsidiaries may also offer and sell, and may authorize others to offer and sell
products and services identified by the Proprietary Marks (including memberships and gift cards) at or from
any location.
Franchisor and its affiliate(s)/parent(s) further reserve the right to: (i) open and operate, and license
others the right to open and operate, Studios using the Proprietary Marks and System at any location outside
of your Development Area; (ii) open and operate, and license others the right to open and operate,
businesses that operate under marks other than the Proprietary Marks the offer similar products and services
that are offered by a CLUB PILATES Studio, regardless of location; (iii) otherwise market, offer and sell
products and services that are similar to the products and services offered by a Studio under a different
trademark or trademarks, regardless of location; (iv) use the Proprietary Marks and System, as well as other
such marks we designate, to distribute any Approved Products and/or Services in any alternative channel
of distribution at any location, including via the Internet, mail order, catalog sales, toll-free numbers,
wholesale stores, etc.); (v) to acquire, merge with, or otherwise affiliate with, and after that own and operate,
and franchise 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 marks), regardless of location; and (vi) use the Proprietary Marks and System, and
license 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 the form of transaction, by a business providing products and similar services to
those provided at a CLUB PILATES Studio, or by another business, even if such business operates,
franchises and/or licenses competitive businesses within the Development Area granted by the Area
Development Agreement and within the Designated Territory granted by a Franchise Agreement.
Franchisor has the right to own, operate and license others to own and operate other business
concepts in and outside the Development Area consistent with the terms of this Section.
Franchisor has no obligation and will not pay Developer if it exercises any of the rights specified
above within the Development Area granted by the Area Development Agreement or within the Designated
Territory granted by a Franchise Agreement.
B. RIGHTS DURING DEVELOPMENT PERIODS
Subject to Section 4(A) and the other terms of this Agreement, if Developer (i) is in compliance
with the material terms and conditions contained in this Agreement, including the timely development
obligations to open a specific cumulative number of CLUB PILATES Studios over prescribed periods of
time as established in Exhibit B (the “Development Schedule”), and (ii) is in substantial compliance with
all material obligations under Franchise Agreements executed by Developer for individual CLUB
PILATES Studios under this Agreement; then during the Development Schedule, Franchisor: (i) will grant
Developer the right to own and operate CLUB PILATES Studios located within the Development Area
pursuant to the terms of this Agreement; and (ii) will not operate (directly or through its affiliate), nor grant
a franchise for the location of, any CLUB PILATES Studio within the Development Area, except for
franchises granted to Developer under this Agreement.
If Developer, for any reason within his control, fails to comply with the Development Schedule,
this failure constitutes a material default of this Agreement, and Franchisor has the right to terminate this
Agreement pursuant to Section 14 of 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 by Franchisor or by the affiliate of Franchisor. Franchisor and Developer agree that the
timely development of Studios by Developer in compliance with the Development Schedule will control
the rights granted Developer by this Agreement, regardless of the time period granted Developer to open a
Studio pursuant to a Franchise Agreement for such Studio. Upon termination of this Agreement, all rights
granted Developer revert to Franchisor, who is free to franchise any other person to use the System within
the Development Area or to itself own and operate CLUB PILATES Studios within the Development Area.
Notwithstanding anything contained in this Section, Franchisor will provide Developer with a one-
time reasonable extension of time not to exceed 90 days to comply with its development obligations in any
one of the Development Period as set forth in the Development Schedule (see Exhibit B), provided: (i)
Developer has already executed a lease for, or otherwise obtained, a Premises that Franchisor approves for
any CLUB PILATES Studio(s) it is required to open and operate during that Development Period; and (ii)
Developer notifies Franchisor of its need for such an extension no less than 30 days prior to expiration of
that Development Period. The parties agree and acknowledge that Franchisor’s grant of this one-time
extension under this Section will not extend, modify or otherwise affect the expiration of any of Developer’s
subsequent Development Periods or subsequent development obligations.

C. DEVELOPMENT OBLIGATIONS
Developer will at all times faithfully, honestly, and diligently perform his obligations under this
Agreement and will continuously exert his best efforts to timely promote and enhance the development of
CLUB PILATES Studios within the Development Area. Developer agrees to open and operate the
cumulative number of CLUB PILATES Studios at the end of each Development Period set forth in the
Development Schedule (see Exhibit B). Developer agrees that compliance with the Development Schedule
is the essence of this Agreement.
D. EXPIRATION OR TERMINATION
After this Agreement expires or terminates for any reason, Franchisor shall have the absolute right
to own and operate, or license other parties the right to own and operate CLUB PILATES STUDIOS, in
the Development Area, except in those Designated Territories granted under each Franchise Agreement
that Developer enters into pursuant to this Agreement.
5. STUDIO CLOSINGS
If during the term of this Agreement, Developer ceases to operate any CLUB PILATES Studio
developed under this Agreement for any reason, Developer must develop a replacement CLUB PILATES
Studio to fulfill Developer’s obligation to have open and in operation the required number of CLUB
PILATES Studios upon the expiration of each Development Period. The replacement CLUB PILATES
Studio must be open and in operation within nine (9) months after Developer ceases to operate the CLUB
PILATES Studio to be replaced or Developer will be in material breach of this Agreement. If, during the
term of this Agreement, Developer, in accordance with the terms of any Franchise Agreement for a CLUB
PILATES Studio developed under this Agreement, transfers its interests in that CLUB PILATES Studio, a
transferred CLUB PILATES 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 a CLUB PILATES
Studio. If the transferred CLUB PILATES Studio ceases to be operated as a CLUB PILATES Studio, it
will not count toward Developer’s compliance with the Development Schedule.
6. PROCEDURE FOR EXERCISING DEVELOPMENT RIGHTS
Developer shall enter into a separate Franchise Agreement with Franchisor for each CLUB
PILATES Studio developed pursuant to this Agreement. The Franchise Agreement to be executed for the
first CLUB PILATES Studio to be developed by Developer under this Agreement must be executed and
delivered to Franchisor concurrently with the execution and delivery of this Agreement. All subsequent
CLUB PILATES Studios developed under this Agreement must be established and operated under the then-
current form of Franchise Agreement then being used by Franchisor for CLUB PILATES Studios under
the System. The then-current form of Franchise Agreement may differ from the form attached as Exhibit
C; however, the provisions regarding royalty fees and advertising contributions shall remain as established
in Exhibit C. Developer must execute the then-current form of Franchise Agreement for each CLUB
PILATES Studio to be developed under this Agreement
Developer acknowledges that the projected opening dates for each CLUB PILATES Studio set
forth in the Development Schedule are reasonable requirements. Developer must execute a Franchise
Agreement for each Studio by the earlier of: (i) fifteen (15) days from the date a lease is signed for a location
that Franchisor approves for the CLUB PILATES Studio at issue; and (ii) the date necessary for Developer
to otherwise comply with its development obligations under this Agreement.

7. DUTIES OF DEVELOPER
A. ORGANIZATION OF DEVELOPER
Developer makes the following representations, warranties and covenants and accepts the
following continuing obligations:
(1) If Developer is a corporation, limited liability company or a partnership, Developer

represents, warrants and covenants that: (i) Developer is duly organized and validly existing under the state
law of its formation; (ii) Developer is duly qualified and is authorized to do business in each jurisdiction
which requires such qualification; (iii) the execution and performance of this Agreement are within
Developer’s corporate power, if Developer is a corporation or if Developer is a partnership permitted under
Developer’s written partnership agreement, or if Developer is a limited liability company, permitted under
the management agreement;
(2) If Developer is a corporation, copies of its articles of incorporation, bylaws, other

governing documents, any amendments, resolutions of the Board of Directors authorizing entry into and
performance of this Agreement, shall be promptly furnished to Franchisor. If Developer is a partnership,
copies of Developer’s written partnership agreement and other governing documents shall be promptly
furnished to Franchisor before the execution of this Agreement. If Developer is a limited liability company,
copies of Developer’s organizational documents and management agreement shall be promptly furnished
to Franchisor;
(3) If Developer is a corporation, partnership, limited liability company, or other form

of legal entity other than an individual, Developer shall maintain at all times a current list of all owners of
record and all beneficial owners of any class of voting securities in Developer or, if Developer is a
partnership, Developer shall maintain at all times a current list of all owners of an interest in the partnership,
or, if Developer is a limited liability company, it shall maintain at all times a current list of managers and
members of the limited liability company;
(4) If, after the execution of this Agreement, any person ceases to qualify as one of the
Developer’s Principal’s (as defined in Section 1), or if Developer believes in the event any individual later
qualifies as one of Principals, Developer shall promptly notify Franchisor and that person shall execute any
documents (including, as applicable, this Agreement) as Franchisor may reasonably require;
(5) If Developer is a corporation, Developer must maintain stop-transfer instructions

against the transfer of its records of any equity security and each stock certificate of the corporation shall
have conspicuously endorsed upon it a statement in a form satisfactory to Franchisor that it is held subject
to all restrictions imposed upon assignments by this Agreement; provided, however, that the requirements
of this Section 7 shall not apply to a publicly held corporation. If Developer is a partnership, its written
partnership agreement shall provide that ownership of an 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 is a limited liability company, its articles of organization and operating agreement must provide
that ownership interests are subject to restrictions on transfers imposed on assignments by this Agreement;
(6) Developer agrees to maintain at all times throughout the term of this Agreement,
sufficient working capital to fulfill its obligations under this Agreement; and
(7) Each Principal who has right, title, or interest of ten percent (10%) or more in the
ownership of Developer, must each execute and bind themselves to the confidentiality and noncompetition
covenants set forth in the Confidentiality Agreement and Ancillary Covenants Not to Compete (Exhibit E).

The Principals agree to jointly and severally guarantee the performance of all of Developer’s obligations,
under the terms of this Agreement, except the obligation to open Studios.
B. REQUIREMENTS OF REPRESENTATIVE
Upon the 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
concerning Developer’s obligations under this Agreement (the “Representative”). If Developer is an
individual, Developer must perform all obligations of the Representative. The Representative must use
reasonable efforts to do the following, during the entire period he serves in that capacity: (1) maintain a
direct or indirect ownership interest in the Developer; (2) devote substantial time and reasonable efforts to
the supervision and conduct of the business contemplated by this Agreement and execute this Agreement
as one of the Principals; and (3) meet Franchisor’s standards and criteria for a Representative as set forth
in the Manuals or otherwise in writing by Franchisor. If the Representative or any designee is not able to
continue to serve in the capacity of Representative or no longer qualifies, Developer must promptly notify
Franchisor and designate a replacement.
C. BEST EFFORTS
Developer must use his best efforts to substantially comply with all requirements of federal, state
and local rules, regulations and orders.
8. SITE SELECTION, LEASES, FRANCHISE AGREEMENT
A. SELECTION OF SITE BY DEVELOPER
Developer assumes all costs, liabilities, expenses and responsibilities for locating, obtaining,
financing and developing sites for CLUB PILATES Studios, and for constructing and equipping CLUB
PILATES Studios at those sites. The selection of a site and the development of a Studio at any site is the
responsibility of Developer. The selection of a site 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 patterns and the predominant character of the neighborhood, and other commercial
characteristics of the site and any other factors Franchisor may consider relevant in reviewing a site selected
by Developer. Developer must not enter into a binding commitment with a prospective seller or lessor of
real estate with respect to the site for a Studio until Franchisor has approved the proposed site. Developer
specifically acknowledges that the selection of a site by Developer in compliance with Franchisor’s site
selection procedures and the approval of a site by Franchisor does not constitute a representation, 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 the success of a CLUB PILATES Studio are
unpredictable and beyond Franchisor’s control. Franchisor is not responsible to Developer or to any other
person or entity if a site approved by Franchisor fails to meet Developer’s expectations for revenue or
operational criteria.
B. DEMOGRAPHIC INFORMATION
Before acquiring a site for any Studio by lease or purchase, Developer must locate a site for the
Studio that satisfies the site selection guidelines Franchisor provides to Developer and must submit to
Franchisor, in the form Franchisor specifies, a description of the site, a demographic study and other
information 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 information 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 by Franchisor, then Franchisor or its designee
will, at Franchisor’s expense, provide a single on-site inspection in connection with each Studio that
Developer is required to open hereunder at Franchisor’s expense. 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 of Franchisor’s representatives and employees.
C. LEASE OR PURCHASE OF SITE
Developer shall not make any binding commitment to purchase or lease real estate for a proposed
site for a CLUB PILATES Studio until the proposed site has been approved by Franchisor and a Franchise
Agreement has been executed by Franchisor and Developer (or its affiliate) for a Studio at such site.
Developer shall provide Franchisor with a copy of either the proposed contract of sale or lease relating to
the site before the Franchise Agreement is executed. Developer must comply with the conditions set forth
in the Franchise Agreement at issue in connection with the signing of such a lease, including ensuring that
both Developer and the landlord for the proposed site execute Franchisor’s prescribed from of Collateral
Assignment of Lease. Developer must use any approved or designated suppliers that Franchisor designates
in connection with the site selection and acquisition process.
D. FRANCHISE AGREEMENT
Franchisor will deliver a Franchise Agreement, in the then-current form, to Developer for execution
by Developer (or its affiliate). With the execution of this Agreement, Developer must concurrently execute
the Franchise Agreement establishing Developer’s first CLUB PILATES Studio and return both this
Agreement and the Franchise Agreement to Franchisor. If Developer fails to execute the Franchise
Agreement, Franchisor may, at its sole discretion, revoke its approval of the site and its offer to grant
Developer a franchise to operate a CLUB PILATES Studio at the site.
9. DEVELOPMENT FEE
Concurrently with the execution of this Agreement, Developer must pay to Franchisor a
nonrefundable area development fee equal to $___________ (the “Development Fee”). The Development
Fee is deemed fully earned by Franchisor upon execution of this Agreement in consideration of lost
development opportunities and is nonrefundable under any circumstances. Developer will not be required
to pay any additional initial franchise fee for each Studio opened pursuant to this Agreement upon executing
a Franchise Agreement for that Studio.
10. SUPERIORITY OF INDIVIDUAL FRANCHISE AGREEMENT
Developer understands and agrees that any and all individual Franchise Agreements executed by
Developer and Franchisor for CLUB PILATES Studios within the Development Area are independent of
this Agreement. The continued effectiveness of any Franchise Agreement does not depend on the continued
effectiveness of this Area Development Agreement. If any conflict arises with this Agreement and any
Franchise Agreement, the Franchise Agreement controls, has precedence and superiority (except with
respect to the opening deadline for each CLUB PILATES Studio Developer is granted the right to open
under this Agreement).
11. COVENANTS
A. Developer and the Representative covenant that during the term of this 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 of the development activities required under
this Agreement.
B. Developer acknowledges that, as a participant in Franchisor’s System, Developer will

receive proprietary and confidential information and materials, trade secrets, and the unique methods,
procedures and techniques that Franchisor has developed. As such, Developer agrees to the covenants in
this Section to protect Franchisor, the System, Proprietary Marks and Franchisor’s other franchisees and
developers.
(1) During the term of this Agreement, neither Developer, its Principals, owners,
officers or guarantors, nor any immediate family of Developer, its Principals, owners, officers or guarantors,
may, directly or indirectly, for themselves or through, on behalf of, or in conjunction with any other person,
partnership or corporation:
(a) Own, maintain, engage in, be employed or serve as an officer, director, or

principal of, lend money or extend credit to or have any interest in or involvement with, any fitness or
exercise business, any fitness or exercise marketing or consulting business, any business offering products
of a similar nature to those of the Studio, or in any business or entity which franchises, licenses or otherwise
grants to others the right to operate such aforementioned businesses (each, a “Competing Business”), or (b)
offers or grants licenses or franchises, or establishes joint ventures, for the ownership or operation of a
Competing Business. For purposes of this Agreement, a Competing Business does not include: (i) any
business operated by Developer under a Franchise Agreement with Franchisor; or (ii) any business operated
by a publicly-traded entity in which Developer owns less than two percent (2%) legal or beneficial interest
(b) Employ or seek to employ any person who is at that time employed by
Franchisor, Franchisor’s affiliates or any other System franchisee or developer, or otherwise directly or
indirectly induce or seek to induce such person to leave his or her employment thereat; or
(c) Divert, or attempt to divert, any prospective customer to a Competing

Business in any manner.
(2) For a period of two (2) years after the expiration and nonrenewal, transfer or
termination of this Agreement, regardless of the cause, neither Developer, its Principals, owners, officers
and guarantors, nor any member of the immediate family of Developer, its Principals, owners, officers 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 location where Franchisor can demonstrate it has offered or sold franchises as of the date
this Agreement is terminated or expires.
(3) For a period of two (2) years after the expiration and nonrenewal, transfer or
termination of this Agreement, regardless of the cause, neither Developer, its Principals, owners, officers
and guarantors, nor any member of the immediate family of Developer, its Principals, owners, officers or
guarantors, may, directly or indirectly, for themselves or through, on behalf of, or in conjunction with any
other person, partnership or corporation:
(a) Own, maintain, engage in, be employed as an officer, director, or principal

of, lend money to, extend credit to or have any interest in or involvement with any other Competing
Business: (i) within the Development Area; or (ii) within a forty (40) mile radius of the perimeter of the
Development Area being granted hereunder or any other designated territory or development area licensed

by Franchisor to a CLUB PILATES Studio (whether franchised or company-owned) at any time from the
date of expiration or termination of this Agreement through the date Franchisee attempts to undertake the
competitive activity at issue
(b) Solicit business from customers of Developer’s former Studios or contact

any of Franchisor’s suppliers or vendors for any competitive business purpose, nor solicit any of
Franchisor’s other employees, or the employees of Franchisor’s affiliates or any other System franchisee
or developer to discontinue employment.
C. It is the parties’ intent that the provisions of this Section 11 be judicially enforced to the
fullest extent permissible under applicable law. Accordingly, the parties agree that any reduction in scope
or modification of any part of the noncompetition provisions contained herein shall not render any other
part unenforceable. In the event of the actual or threatened breach of this Section 11 by Developer, any of
Developer’s Principals, or any member of the immediate family of Developer or Developer’s Principals,
Franchisor shall be entitled to an injunction restraining such person from any such actual or threatened
breach. Developer acknowledges that the covenants contained herein are necessary to protect the goodwill
of other System franchisees and developers, and the System. Developer further acknowledges that
covenants contained in this Section 11 are necessary to protect Franchisor’s procedures and know-how
transmitted during the term of this Agreement. Developer agrees that in the event of the actual or threatened
breach of this Section 11, Franchisor’s harm will be irreparable and that Franchisor has no adequate remedy
at law to prevent such harm. Developer and the Principals agree to pay all costs and expenses (including
reasonable attorneys’ fees) incurred by Franchisor in connection with the enforcement of this Section 11.
Developer acknowledges and agrees on Developer’s own behalf and on behalf of the persons who are liable
under this Section 11 that each has previously worked or been gainfully employed in other careers and that
the provisions of this Section 11 in no way prevent any such person from earning a living. Developer
further acknowledges and agrees that the time limitation of this Section 11 shall be tolled during any default
under this Section 11.
D. Developer must ensure that all management personnel of Developer’s Studios opened
under this Agreement, as well as any officers or directors of Developer, execute Franchisor’s then-current
form of Confidentiality and Non-Competition Agreement. Developer must furnish Franchisor a copy of
each executed agreement.
E. Developer hereby agrees that the existence of any claim Developer may have against
Franchisor, whether or not arising from this Agreement, shall not constitute a defense to Franchisor’s
enforcement of the covenants contained in this Section 11. Developer agrees to pay all costs and expenses
(including reasonable attorneys’ fees) that Franchisor incurs in connection with the enforcement of this
Section 11.
F. Notwithstanding the foregoing, Franchisor reserves the right, in its sole discretion, to
reduce the period of time or geographic scope of the non-competition covenants set forth in this Section 11
and in Exhibit E, by written notice to Developer.
12. RELATIONSHIP OF THE PARTIES
A. The parties agree that this Agreement does not create a fiduciary relationship between
them, that Developer is an independent contractor and must at all times represent itself as an independent
contractor. This Agreement does not create either party as an agent, legal representative, subsidiary, joint
venturer, partner, employee or joint employer. Developer shall hold itself out to the public as an
independent contractor operating pursuant to this Agreement. Developer agrees to take any action necessary

to that end, including without limitation, exhibiting a notice on signage and member contracts, as required
by Franchisor as to content and manner of disclosure.
B. Developer understands and agrees that nothing in this Agreement authorizes Developer to
make any contract, agreement, warranty or representation on Franchisor’s behalf, or to incur any debt or
other obligation in Franchisor’s name and that Franchisor shall in no event assume liability for, or be
deemed liable under this Agreement as a result of any such action, or for any act or omission of Developer
in the conduct of its business pursuant to this Agreement or any claim or judgment arising therefrom.
C. Developer and each of the Principals shall, at all times, indemnify and hold harmless
Franchisor and its affiliate, successors and assigns and the officers, directors, shareholders, agents,
representatives and employees of each of them (“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 of the following:
(1) The infringement, alleged infringement, or any other violation or alleged violation
of any Proprietary Mark or other proprietary right owned by Franchisor;
(2) Claims of sexual harassment or discrimination by Developer’s employees or by a

guest at the Studio;
(3) The violation of any federal, state or local law, regulation, rule, standard or
directive, or any industry standard, including without limitation, health, sanitation and safety laws and
regulations;
(4) Libel, slander or any other form of defamation of Franchisor or the System, by
Developer or the Principals;
(5) The violation or breach by Developer or any of the Principals of any warranty,
representation, agreement or obligation of this Agreement or any Franchise Agreement; and
(6) Acts, errors or omissions of Developer or any of its agents, servants, employees,
contractors, partners, affiliates or representatives.
Notwithstanding anything contained in this Section 12(C), Developer will not be required to
indemnify, defend or hold Franchisor harmless for any claims or causes of action that arise solely out of
Franchisor’s gross negligence or willful misconduct.
D. Developer and each of the Principals agree to give Franchisor immediate notice of any such
action, suit, proceeding, claim, demand, inquiry or investigation.
E. Franchisor may, at any time and without notice, as it, in its reasonable 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 Section 12 shall be chargeable to and shall be
paid by Developer or any of the Principals pursuant to this Section 12, regardless of any actions, activity or
defense undertaken by Franchisor or the subsequent success or failure of such actions, activity or defense.
However, Franchisor will indemnify Developer from losses or expenses resulting from the direct result of
Franchisor’s negligence or intentional acts.

G. The phrase “losses and expenses” shall include, without limitation, all monetary losses,
compensatory, exemplary or punitive 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.
H. Developer must give Franchisor notice of any such action immediately upon Developer
having received notice of any such action, claim or proceeding.
I. Under no circumstances shall Indemnitees be required or obligated to seek recovery from

third parties or otherwise mitigate their losses in order to maintain a claim against Developer. Developer
and the Principals agree that the failure of Franchisor to pursue recovery or mitigate loss from third parties
will in no way reduce the amounts recoverable from Developer or the Principals.
J. Developer and the Principals expressly agree that the terms of this Section 12 shall continue
in full force and effect after the termination, expiration or transfer of this Agreement or any interest herein.
13. PROPRIETARY MARKS
A. Developer acknowledges that Developer has no interest in or to the Proprietary Marks and
Developer’s right to use the Proprietary Marks is derived solely from the individual Franchise Agreements
entered into between Developer and Franchisor for the purpose of operating CLUB PILATES Studios.
Developer agrees that all usage of the Proprietary Marks by Developer and any goodwill established
exclusively benefits Franchisor. Developer agrees that after termination or expiration of this Agreement,
Developer will not, except with respect to CLUB PILATES Studios operated by Developer under individual
Franchise Agreements, directly or indirectly, at any time or in any manner identify itself or any business as
a 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 of a CLUB PILATES 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, suffix, or other modifying words, terms, designs, or symbols, or in any modified form, nor
may Developer use any Proprietary Mark in connection with any business or activity, other than the
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 of any apparent infringement of

or challenge to Developer’s use of any Proprietary Mark, or claim by any person of any rights in any
Proprietary Mark or similar trade name, trademark, or service mark of which Developer becomes aware.
Developer must not communicate with any person other than Franchisor and its counsel regarding any
infringement, challenge or claim. 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 arising out of any infringement, challenge, or claim or otherwise relating to any
Proprietary Mark.
D. Franchisor has registered the domain name www.clubpilatesstudio.com. Developer

acknowledges that Franchisor is the lawful and sole owner of this domain name, which incorporates the
trademark CLUB PILATES. Developer agrees not to register the trademark CLUB PILATES or any of the
Proprietary Marks now or hereafter owned by Franchisor or any abbreviation, acronym or variation of the
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 the future.

E. Developer agrees and acknowledges that this Agreement does not grant Developer any
rights whatsoever to use any Proprietary Mark, and that such rights are only granted through Developer’s
timely execution of a Franchise Agreement that will govern the operation of a CLUB PILATES Studio that
Developer is required to open pursuant to the Development Schedule
14. TERMINATION
A. Franchisor may terminate this Agreement for a material default of this Agreement by
Developer and all rights granted herein shall automatically terminate upon written notice to Developer,
upon the occurrence of any of the following:
(1) If Developer becomes insolvent, makes a general assignment for the benefit of
creditors; files a voluntary petition in bankruptcy, or an involuntary petition is filed against Developer in
bankruptcy; or Developer is adjudicated bankrupt; or if a bill in equity or other proceeding for the
appointment of a receiver of Developer or other custodian for Developer or assets is filed and consented to
by Developer; or if a receiver or other custodian (permanent or temporary) of Developer’s assets or
property, or any part thereof, is appointed by a court of competent jurisdiction; or if a proceeding for a
composition of creditors under any state or federal law should be initiated against Developer; or if a final
judgment remains unsatisfied or of record for thirty (30) days or longer, (unless supersedeas bond is filed);
or if Developer is dissolved; or if execution is levied against Developer; or if a suit to foreclose any lien or
mortgage against the premises or Studio is levied; or if the real or personal property of Studio is sold after
levy thereon by any sheriff, marshal or law officer;
(2) If Developer or any of its Principals fail to comply with Section 11 of this
Agreement;
(3) If Developer or a Principal discloses the contents of the Manuals or other

confidential information contrary to this Agreement;
(4) If an immediate threat or danger to public health or safety results from the
operation of a Studio operated by Developer under a Franchise Agreement;
(5) If Developer or a Principal has made material misrepresentations in connection

with its application for the franchise;
(6) If Developer fails on three (3) or more occasions within any one (1) year period to
comply with one (1) or more provisions of this Agreement, whether or not such failures to comply are cured
after notice thereof is delivered to Developer; or
(7) Failure to comply with the conditions of transfer of any interest in Developer as
required of this Agreement.
B. Franchisor may terminate this Agreement and all rights granted herein, upon thirty (30)
days written notice to Developer, or a less time as specified below, for a material default of this Agreement,
which shall constitute good cause for termination and the failure of Developer to cure the good cause for
termination within the notice period. Good cause for termination shall be the occurrence of any one of the
following events of default:
(1) If Developer fails to meet the development requirements set forth in the
Development Schedule;

(2) If Developer fails to develop, open and operate each Studio and execute each
Franchise Agreement in compliance with this Agreement;
(3) If Developer fails to designate a qualified replacement Representative;
(4) If Developer misappropriates, misuses or makes any unauthorized use of the

Proprietary Marks or materially impairs the goodwill associated with the Proprietary Marks or with the
System and does not cure such default following written notice from Franchisor;
(5) If 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 agreement between the parties and does not cure the monetary default within fourteen (14) days
following written notice from Franchisor;
(6) If Developer fails to correct a deficiency of a health, sanitation, or safety issue after
notice of such deficiency is issued by a local, state, or federal agency or regulatory authority; or
(7) If Developer fails to comply with any other material term or material condition
imposed by this Agreement or any Franchise Agreement executed pursuant thereto.
C. Failure of Developer to cure the default within the specified time, or a longer period of
time as applicable law may require, will result in Developer’s rights under this Agreement to be terminated
effective on the expiration of the 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 of this Agreement, shall have the absolute right and is entitled to establish, and to license others
to establish, CLUB PILATES Studios in the Development Area, except as may be otherwise provided under
any Franchise Agreement which is then in effect between Franchisor and Developer.
E. No default under this Agreement shall constitute a default under any Franchise Agreement
between the parties, 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 of any
other right or remedy provided or permitted by law or in equity.
15. EFFECT OF TERMINATION AND EXPIRATION
All obligations of Franchisor and Developer under this Agreement, which expressly or by their
nature survive the expiration or termination of this Agreement, continue in full force and effect after the
expiration or termination of this Agreement and until they are satisfied in full or by their nature expire.
16. TRANSFER OF INTEREST
A. BY FRANCHISOR
Franchisor has the absolute right to transfer or assign this Agreement and all or any part of its 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 of Franchisor.

B. DEVELOPER MAY NOT ASSIGN WITHOUT APPROVAL 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 these rights to Developer in reliance
upon the individual or collective character, skill, aptitude, attitude, business ability and financial capacity
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, sub-
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 of a general
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 in a divorce proceeding, or if
Developer or an owner of Developer dies, by will, declaration of or transfer in trust or the laws of the
intestate succession) without the approval of Franchisor. Any attempted assignment or transfer without
such approval will constitute a breach of this Agreement and will not transfer any rights or interests to such
assignee or transferee.
C. CONDITIONS FOR APPROVAL OF ASSIGNMENT
If Developer is in substantial compliance with this Agreement, Franchisor shall not unreasonably
withhold its approval of an assignment or transfer contemplated by Section 16(B) so long as the proposed
assignee or transferer has good and moral character, sufficient business experience and aptitude to develop
and own and operate Studios, and otherwise meets Franchisor’s then-current standards for developers and
System franchisees. Franchisor may require that any one or more of the following conditions be met before,
or concurrently with, the effective date of any such assignment or transfer:
(1) All the accrued monetary obligations of Developer or any of its affiliates and all
other outstanding obligations to Franchisor or its affiliate arising under this Agreement or any Franchise
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 of any substantive provision
of this Agreement, any amendment hereof or successor hereto, or any Franchise Agreement granted
pursuant to its terms, or other agreement between Developer or any of its affiliates and Franchisor or its
affiliate;
(3) Developer and its Principals, as applicable, shall have executed a general release,
in a form satisfactory to Franchisor, releasing Franchisor of any and all claims against Franchisor and its
affiliate and their respective past and present partners, the past and present officers, directors, shareholders,
partners, agents, representatives, independent contractors, servants and employees of each of them, in their
corporate and individual capacities, including, without limitation, claims arising under or related to this
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
meets the criteria considered by Franchisor when reviewing a prospective developer’s application for
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 of the business, and

the geographic proximity of other territories with respect to which transferee has been granted development
rights or of other CLUB PILATES Studios operated by transferee, if any;
(5) The transferee must (i) sign a written assumption agreement, in a form prescribed
by Franchisor, assuming full, unconditional, joint and several liability from the date of the transfer of all
obligations, covenants and agreements of Developer in this Agreement, and (ii) at our option, execute our
then-current form of Development Agreement that will then govern the remainder of the original
Development Schedule. If transferee is a corporation, limited liability company or a partnership,
transferee’s shareholders, partners, members or other investors, as applicable, shall also execute such
agreement;
(6) Developer shall pay a transfer fee equal to $10,000 per undeveloped territory to
Franchisor at the time of transfer, unless the transfer is being made: (i) to an immediate family member of
Developer that Franchisor approves pursuant to Section 16(F); or (ii) in the form of an encumbrance of the
assets of any Franchised Business (or a subordinating Franchisor’s security interest in such assets) as a
necessary condition to obtain SBA or traditional bank financing;
(7) Developer acknowledges and agrees that each condition, which must be met by the
transferee, is reasonable and necessary; and
(8) Developer must pay any referral fees or commissions that may be due to any
franchise broker, sales agent or other third party upon the occurrence of such assignment.
Franchisor’s consent to a transfer of any interest in Developer described herein shall not constitute
a waiver of any claims it may have against the transferring party, nor shall it be deemed a waiver of
Franchisor’s right to demand exact compliance with any of the terms of this Agreement by the transferee.
Upon an approved transfer under this Section, Developer will only be bound by, and liable in connection
with, its post-term obligations under this Agreement.
D. ASSIGNMENT TO A CORPORATION OR LIMITED LIABILITY COMPANY
(1) Notwithstanding the provisions of this Section 16 of this Agreement, upon thirty
(30) days’ prior written notice to Franchisor, and without payment of a transfer fee, Developer may assign
this Agreement to a corporation or limited liability company that conducts no business other than the
development and/or operation of CLUB PILATES Studios. Developer shall be the owner of all the voting
stock or interest of the corporation or limited liability company, or if Developer is more than one individual,
each individual shall have the same proportionate ownership interest in the corporation as he had in
Developer before the transfer. Developer and each of its Principals, as applicable, may transfer, sell or
assign their respective interests in Developer, by and amongst themselves with Franchisor’s prior written
consent, which consent shall not be unreasonably withheld; but may be conditioned on compliance with
Section 11, except that such transfer, sale or assignment shall not effect a change in the controlling interest
in Developer.
(2) Any person who is or becomes a shareholder or member of Developer or has or

acquires beneficial ownership of any shares of stock equal to or greater than ten percent (10%) ownership
interest in Developer must execute an agreement in substantially the form of the 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 request a certified copy of the articles of
incorporation or articles of organization and a list, in a form Franchisor requires, of all shareholders or
members of record and all persons having beneficial ownership of shares of stock, reflecting their respective
interests in Developer.

E. RIGHT OF FIRST REFUSAL
If Developer receives and desires to accept any bona fide offer to transfer an ownership interest in
this Agreement from a third party, 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 of such notification or of the executed contract of
transfer which shall describe the terms of the offer, to send written notice to Developer that Franchisor
intends to purchase the Developer’s interest on the same terms and conditions offered by the third party.
Closing on the purchase must occur within sixty (60) days from the date of notice by Franchisor to the
Developer of Franchisor’s election to purchase. If Franchisor elects not to accept the offer within the thirty
(30) day period, Developer shall have a period not to exceed sixty (60) days to complete the transfer subject
to the conditions for approval set forth in Section 16(C) of this Agreement. Any material change in the
terms of any offer before closing shall constitute a new offer subject to the same rights of first refusal by
Franchisor as in the case of an initial offer. Failure of Franchisor to exercise the option afforded by this
Section 16 shall not constitute a waiver of any other provision of this Agreement. If the offer from a third
party provides for payment of consideration other than cash or involves certain intangible benefits,
Franchisor may elect to purchase the interest proposed to be sold for the reasonable cash equivalent, or any
publicly-traded securities, including its own, or intangible benefits similar to those being offered. If the
parties cannot agree within a reasonable time on the reasonable cash equivalent of the non-cash part of the
offer, then such amount shall be determined by an independent appraiser designated by Franchisor, and his
determination shall be binding.
F. DEATH OR DISABILITY
Upon the death or permanent disability of Developer (or the managing shareholder, managing
member or partner), the executor, administrator, conservator or other personal representative of that person,
or the remaining shareholders, partners or members, must appoint a competent manager that is approved
by Franchisor within ninety (90) days from the date of death or permanent disability (the “90 Day Period”).
Before the end of the 90 Day Period, the appointed manager must attend and successfully complete
Franchisor’s training program and must either execute Franchisor’s then-current form of area development
agreement for the unexpired term of this Agreement, or furnish a personal guaranty of any partnership,
corporate or limited liability company Developer’s obligations to Franchisor and Franchisor’s affiliates. If
the Studio is not being managed by a Franchisor 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 behalf of Developer until an approved assignee is able to assume the
management and operation of the Studio. Franchisor’s appointment of a manager of the Studio does not
relieve Developer of his obligations, and Franchisor is not liable for any debts, losses, costs or expenses
incurred in the operations of the Studio or to any creditor of Developer for any products, materials, supplies
or services purchased by the Studio during any period in which it is managed by Franchisor’s appointed
manager. Franchisor has the right to charge a reasonable fee for management services and to cease to
provide management services at any time. Franchisor’s right of first refusal set forth in Section 16(E) will
not apply to a transfer under this Section if the transferee is an immediate family member of Developer that
Franchisor approves.
G. PUBLIC OR PRIVATE OFFERINGS
(1) Developer acknowledges that the written information used to raise or secure funds
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 offering
circular or memorandum. This requirement applies under the following conditions: (i) if Developer
attempts to raise or secure funds by the sale of securities in Developer or any affiliate of Developer

(including common or preferred stock, bonds, debentures or general or limited partnership interest) and (ii)
if any of its owners attempt to raise or secure funds by the sale of securities in Developer or any affiliate of
Developer (including common or preferred stock, bonds, debentures or general or limited partnership
interests) Developer (or any of its owners) agrees not to use the written materials submitted to Franchisor
or any other written materials to raise or secure funds unless and until Franchisor approves of the language.
No information respecting Franchisor or its affiliate shall be included in any securities disclosure document,
unless that information has been furnished to Franchisor, in writing, pursuant to the written request of the
Developer. The written request shall state the specific purpose for which the information is to be used.
Should Franchisor, in its sole discretion, object to any reference to Franchisor or its affiliate or any of their
businesses in the offering literature or prospectus, the literature or prospectus shall not be used unless and
until the objections of Franchisor are withdrawn. Franchisor assumes no responsibility for the offering
whatsoever. Developer must pay Franchisor a public offering fee of Three Thousand Five Hundred Dollars
($3,500) for the costs to Franchisor to review the information. The written consent of Franchisor pursuant
to this Paragraph G does not imply or constitute the approval of Franchisor with respect to the method of
financing, the offering literature submitted to Franchisor or any other aspect of the offering.
(2) The prospectus or other literature utilized in any offering must contain the
following language in bold-face type on the first textual page:
“NEITHER CLUB PILATES FRANCHISE, LLC NOR ITS AFFILIATE NOR ANY
OF ITS AFFILIATE’S SUBSIDIARIES IS DIRECTLY OR INDIRECTLY THE
ISSUER OF THE SECURITIES OFFERED. NEITHER CLUB PILATES
FRANCHISE, LLC NOR ITS AFFILIATE NOR ANY OF ITS AFFILIATE’S
SUBSIDIARIES ASSUMES ANY RESPONSIBILITY WITH RESPECT TO THIS
OFFERING AND/OR THE ADEQUACY OR ACCURACY OF THE
INFORMATION SET FORTH, INCLUDING ANY STATEMENTS MADE WITH
RESPECT TO ANY OF THEM. NEITHER CLUB PILATES FRANCHISE, LLC
NOR ITS AFFILIATE NOR ANY OF ITS AFFILIATE’S SUBSIDIARIES
ENDORSES OR MAKES ANY RECOMMENDATION WITH RESPECT TO THE
INVESTMENT CONTEMPLATED BY THIS OFFERING.”
(3) Developer and each of its owners agrees to indemnify, defend and hold harmless
Franchisor and its affiliate, and their respective officers, directors, employees and agents, from any and all
claims, demands, liabilities, and all costs and expenses (including reasonable attorneys’ fees) incurred by
Franchisor as the result of the offer or sale of securities. This Agreement applies to any and all claims,
demands, liabilities, and all costs and expenses (including reasonable attorneys’ fees) asserted by a
purchaser of any security or by a governmental agency. Franchisor has the right (but not the obligation) to
defend any claims, demands or liabilities and/or to participate in the defense of any action to which
Franchisor or its affiliate or any of their respective officers, directors, employees or agents is named as a
party.
H. NOTICE TO FRANCHISOR
Provided Developer is not then a public company, if any person holding an interest in Developer
(other than Developer or a Principal, which parties shall be subject to the provisions set forth above)
transfers such interest, then Developer shall promptly notify Franchisor of such proposed transfer in writing
and provide information as Franchisor may reasonably request before the transfer. The transferee may not
be one of Franchisor’s competitors. The transferee must execute a Confidentiality Agreement and Ancillary
Covenants Not to Compete in the form then required by Franchisor, which form shall be in substantially
the same form attached hereto as Exhibit E. Franchisor also reserves the right to designate the transferee
as one of the Principals. If Developer is a public company, this provision applies only to transfers in interest

by Principals or to any person or entity controlling more than ten percent (10%) of Developer’s voting
stock.
17. APPROVALS
A. Wherever this Agreement requires the prior approval or consent of Franchisor, Developer
shall make a timely written request to Franchisor for such 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 of neglect, delay or denial of any request therefor.
18. NONWAIVER
A. No failure of Franchisor to exercise any power reserved to it by this Agreement, or to insist

upon strict compliance by Developer or Principals with any obligation or condition hereunder, and no
custom or practice of the parties at variance with the terms hereof, shall constitute a waiver or estoppel of
Franchisor’s right to demand exact compliance with any of the terms herein and Developer and the
Principals warrant and undertake that it shall not rely on such failure, custom or practice. Waiver by
Franchisor of any particular default by Developer or any of the Principals shall not affect or impair
Franchisor’s rights with respect to any subsequent default of the same, similar or different nature, nor shall
delay, forbearance, or omission of Franchisor to exercise any power or right arising out of any breach or
default by its other developers or by Developer of any of the terms, provisions, or covenants hereof, affect
or impair Franchisor’s right to exercise the same, nor shall such constitute a waiver by Franchisor of any
right hereunder, or the right to declare any subsequent breach or default and to terminate this Agreement
prior to the expiration of its term. Subsequent acceptance by Franchisor of any payments due to it hereunder
shall not be deemed to be a waiver by Franchisor of any preceding breach by Developer of any terms,
covenants or conditions of this Agreement.
B. All rights and remedies of the parties hereto shall be cumulative and not alternative, in
addition to and not exclusive of any other rights or remedies which are provided for herein or which may
be available at law or in equity in case of any breach, failure or default or threatened breach, failure or
default of any term, provision or condition of this Agreement, the rights and remedies of the 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 of this Agreement shall not discharge or release Developer from any liability or obligation then
accrued, or any liability or obligation continuing beyond, or arising out of, the expiration or early
termination of this Agreement.
19. DEVELOPER’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 of Studios
in the Development Area. Franchisor’s duly authorized representative has the right, following reasonable
notice, at all reasonable hours of the day to examine all Developer’s records with respect to the subject
matter of this Agreement, and has full and free access to records for that purpose and for the purpose of
making extracts. All records must be kept available for at least three (3) years after preparation.

B. Developer must furnish to Franchisor monthly written reports regarding Developer’s
progress on the development of CLUB PILATES Studios under this Agreement.
20. NOTICES AND PAYMENTS
All written notices and reports permitted or required to be delivered by the provisions of this
Agreement or of the Manuals shall be deemed so delivered at the time delivered by hand or by e-mail with
receipt confirmed by the receiving party or one (1) business day after sending by overnight courier with
delivery confirmed and addressed to the party to be notified at its most current address of which the
notifying party has been notified. The following addresses for the parties shall be used unless and until a
different address has been designated by written notice to the other party:
Notices to Franchisor:

Attn: Shaun Grove
17877 Von Karman Ave., Suite 100,
Irvine, CA 92614
With an additional copy to:
Fisher Zucker, LLC

Attn: Lane Fisher
21 South 21st Street
Philadelphia, PA 19103
Notice to Developer:
______________________________
______________________________
______________________________
______________________________
ATTN: ________________________
21. GOVERNING LAW
A. This 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: (i) 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.; and (ii) any
franchise-specific or franchise-applicable laws of California, including those related to pre-sale disclosure
and the franchise relationship generally, will not apply to this Agreement or franchise awarded hereunder
unless the awarding of said franchise specifically falls within the scope of such California laws, regulations
or statutes without reference to and independent of any reference to this choice of law provision.
22. ARBITRATION AND OTHER DISPUTE RESOLUTION PROVISIONS
A. Developer must first bring any claim or dispute between Developer and Franchisor to
Franchisor’s management and make every effort to resolve the dispute internally. Developer must exhaust
this internal dispute resolution procedure before Developer may bring Developer’s dispute before a third

party. This agreement to first attempt resolution of disputes internally shall survive termination or expiration
of this Agreement.
B. At Franchisor’s option, all claims or disputes between Developer and Franchisor (or its
affiliates) arising out of, or in any way relating to, this Agreement or any other agreement by and between
Developer and Franchisor (or its affiliates), or any of the parties’ respective rights and obligations arising
from such agreement, which are not first resolved through the internal dispute resolution procedure sent
forth in Section 22(A) above, will be submitted first to mediation to take place at Franchisor’s then-current
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 submit a notice to
Franchisor, which specifies, in detail, the precise nature and grounds of such claim or dispute. Franchisor
will have a period of thirty (30) days following receipt of such notice within which to notify Developer as
to whether Franchisor or its affiliates elects to exercise its option to submit such claim or dispute to
mediation. Developer may not commence any action against Franchisor 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
dispute to mediation, or such mediation proceedings have been terminated either: (i) as the result of a written
declaration of the mediator(s) that further mediation efforts are not worthwhile; or (ii) as a result of a written
declaration by Franchisor. Franchisor’s rights to mediation, as set forth herein, may be specifically enforced
by Franchisor. Each party will bear its own cost of mediation and Franchisor and Developer 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 mediate a controversy, dispute, or claim
through mediation as set forth in this Section 22(B) if such controversy, dispute, or claim concerns an
allegation that a party has violated (or threatens to violate, or poses an imminent risk of violating): (i) any
federally protected intellectual property rights in the Proprietary Marks, the System, or in any confidential
information; (ii) any of the restrictive covenants contained in this Agreement; and (iii) any of Developer’s
payment obligations under this Agreement.
C. Developer and Franchisor believe that it is important to resolve any disputes amicably,
quickly, cost effectively and professionally, and to return to business as soon as possible. Subject to Sections
22(D)-(E) of this Agreement, Developer and Franchisor have agreed that the provisions of this Article 22
support these mutual objectives and, therefore, agree that any litigation, claim, dispute, suit, action,
controversy, or proceeding of any type whatsoever including any claim for equitable relief and/or where
either party is acting as a “private attorney general,” suing pursuant to a statutory claim or otherwise,
between or involving Developer and Franchisor on whatever theory and/or facts based, and whether or not
arising out of this Agreement, (“Claim”) will be processed in the following manner:
a. Developer and Franchisor each expressly waives all rights to any court proceeding, except
as expressly provided in Sections 22(B) and 22(C), below.
b. All Claims shall be submitted to and resolved by binding arbitration in Orange County,
California, before and in accordance with the arbitration rules of the American Arbitration
Association. Judgment upon the award rendered by the arbitrator shall be entered in any
Court having jurisdiction thereof.
c. Franchisor and Developer agree that any arbitration between Franchisor and Developer
shall be of Developer’s individual claim and that the claim subject to arbitration shall not
be arbitrated on a class-wide basis.

d. This arbitration provision shall be deemed to be self-executing, and in the event either party
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 that irreparable harm could be caused to Franchisor
by Developer’s violation of certain provisions of this 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 the Proprietary Marks and
confidential information; (ii) the in-term covenant not to compete, as well as any other violations of the
restrictive covenants set forth in this Agreement; (iii) Developer’s obligations on termination or expiration
of this Agreement; (iv) disputes and controversies based on or arising under the Lanham Act, as now or
hereafter amended; (v) disputes and controversies involving enforcement of the Franchisor’s rights with
respect to confidentiality under this Agreement; and (vi) to prohibit any act or omission by Developer or
its employees that constitutes a violation of applicable law, threatens Franchisor’s franchise system or
threatens other franchisees of Franchisor. Developer’s only remedy if such an injunction is entered will be
the dissolution of the injunction, if appropriate, and Developer waives all damage claims if the injunction
is wrongfully issued.
E. Franchisor’s officers, directors, shareholders, agents and/or employees are express third
party beneficiaries of the provisions of this Agreement, including the dispute resolution provisions set forth
in Section 22 of this Agreement, each having authority to specifically enforce the right to mediate claims
asserted against such person(s) by Developer.
F. As a condition precedent to commencing an action for damages or for violation or breach

of this Agreement, Developer must notify Franchisor within thirty (30) days after the occurrence of the
violation or breach, 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 on the grounds of Franchisor’s alleged nonperformance or as an offset against any amount
Franchisor or any of Franchisor’s affiliates allegedly may owe Developer under this Agreement or any
related agreements.
H. Developer further agrees that no cause of action arising out of or under this Agreement
may be maintained by Developer against Franchisor unless brought before the expiration of one (1) year
after the act, transaction or occurrence upon which such action is based or the expiration of one (1) year
after the Developer becomes aware of facts or circumstances reasonably indicating that Developer may
have a claim against Franchisor hereunder, whichever occurs sooner, and that any action not brought within
this period shall be barred as a claim, counterclaim, defense, or set-off. Developer hereby waives the right
to obtain any remedy based on alleged fraud, misrepresentation, or deceit by Franchisor, including, without
limitation, rescission of this Agreement, in any mediation, judicial, or other adjudicatory proceeding arising
hereunder, except upon a ground 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.
I. 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 profits) against Franchisor arising out of any cause whatsoever (whether such cause be based
in contract, negligence, strict liability, other tort or otherwise) and agrees that in the event of a dispute, that
Developer’s recovery is limited to actual damages. If any other term of this Agreement is found or
determined to be unconscionable or unenforceable for any reason, the foregoing provisions shall continue
in full force and effect, including, without limitation, the waiver of any right to claim any consequential
damages. Nothing in this Section or any other provision of this Agreement shall be construed to prevent
Franchisor from claiming and obtaining expectation or consequential damages, including lost future
royalties for the balance of the term of this Agreement if it is terminated due to Developer’s default, which
the parties agree and acknowledge Franchisor may claim under this Agreement.
J. THE PARTIES HEREBY AGREE TO WAIVE TRIAL BY JURY IN ANY ACTION,

PROCEEDING OR COUNTERCLAIM, WHETHER AT LAW OR EQUITY, REGARDLESS OF
WHICH PARTY BRINGS SUIT. THIS WAIVER SHALL APPLY TO ANY MATTER WHATSOEVER
BETWEEN THE PARTIES HERETO WHICH ARISES OUT OF OR IS RELATED IN ANY WAY TO
THIS AGREEMENT OR THE PERFORMANCE OF EITHER PARTY.
K. THE PARTIES AGREE THAT ALL PROCEEDINGS ARISING OUT OF OR

RELATED TO THIS AGREEMENT WILL BE CONDUCTED ON AN INDIVIDUAL, NOT A CLASS-
WIDE BASIS, AND THAT ANY PROCEEDING BETWEEN DEVELOPER, DEVELOPER’S
GUARANTORS AND FRANCHISOR OR ITS AFFILIATES/OFFICERS/EMPLOYEES MAY NOT BE
CONSOLIDATED WITH ANY OTHER PROCEEDING BETWEEN FRANCHISOR AND ANY
OTHER THIRD PARTY.
23. ENFORCEMENT
A. SEVERABILITY AND SUBSTITUTION OF VALID PROVISIONS
(1) Except as expressly provided to the contrary in this Agreement, each section,
paragraph, term and provision of this Agreement, is considered severable and if, for any reason, any portion
of this Agreement is held to be invalid, contrary to, or in conflict with any applicable present or future law
or regulation in a final, unappealable ruling issued by any court, agency or tribunal with competent
jurisdiction in a proceeding to which Franchisor is a party, that ruling shall not impair the operation of, or
have any other effect upon, other portions of this Agreement as may remain otherwise intelligible, which
shall continue to be given full force and effect and bind the parties to this Agreement, although any portion
held to be invalid shall be deemed not to be a part of this Agreement from the date the time for appeal
expires, if Developer is a party, otherwise upon Developer’s receipt of a notice of non-enforcement from
Franchisor.
(2) If any applicable and binding law or rule of any jurisdiction requires a greater prior
notice of the termination of this Agreement than is required in this Agreement, or the taking of some other
action not required, or if under any applicable and binding law or rule of any jurisdiction, any provision of
this Agreement or any specification, standard or operating procedure Franchisor prescribes is invalid or
unenforceable, the prior notice and/or other action required by law or rule shall be substituted for the
comparable provisions, and Franchisor has the right, in its sole discretion, to modify the invalid or
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 the maximum duty

permitted by law which is prescribed within the terms of any provision of this Agreement, as though it were
separately articulated in and made a part of this Agreement, that may result from striking from any of the
provisions, or any specification, standard or operating procedure Franchisor prescribes, any portion or
portions which a court may hold to be unenforceable in a final decision to which Franchisor is a party, or
from reducing the scope of any promise or covenant to the extent required to comply with a court order.
Modifications to this Agreement shall be effective only in that jurisdiction, unless Franchisor elects to give
them greater applicability, and this Agreement shall be enforced as originally made and entered into in all
other jurisdictions.
B. EXCEPTIONS
Neither Franchisor nor Developer are liable for loss or damage or deemed to be in breach of this
Agreement if its failure to perform its obligations results from: (1) transportation shortages, inadequate
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; (2) compliance
with any law, ruling, order, regulation, requirement or instruction of any federal, state, or municipal
government or any department or agency; (3) acts of God; (4) acts or omissions of the other party; (5) fires,
strikes, embargoes, war or riot; or (6) any other similar event or cause. Any delay resulting from any of
these causes shall extend performance accordingly or excuse performance, in whole or in part, as may be
reasonable.
C. RIGHTS OF PARTIES ARE CUMULATIVE
The rights of Franchisor and Developer under this Agreement are cumulative and no exercise or
enforcement by Franchisor or Developer of any right or remedy precludes the exercise or enforcement by
Franchisor or Developer of any other right or remedy which Franchisor or Developer is entitled by law to
enforce.
D. COSTS AND ATTORNEYS’ FEES
If Developer is in breach or default of any monetary or non-monetary obligation under this

Agreement or any related agreement between Developer and Franchisor and/or Franchisor’s affiliates, and
Franchisor engages an attorney to enforce Franchisor’s rights (whether or not formal judicial proceedings
are initiated), Developer must reimburse Franchisor for all costs/expenses incurred in connection with
enforcing its rights under this Agreement including all reasonable attorneys’ fees, court costs and arbitration
expenses. If Developer institutes any legal action to interpret or enforce the terms of this Agreement, and
Developer’s claim in such action is denied or the action is dismissed, Franchisor is entitled to recover
Franchisor’s reasonable attorneys’ fees, and all other reasonable costs and expenses incurred in defending
against same, and to have such an amount awarded as part of the judgment in the proceeding.
E. 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 that 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 of agreements and that the rights and obligations of existing Developers may differ
materially from this Agreement.

F. BINDING EFFECT
This Agreement is binding upon the parties of this Agreement and their respective executors,
administrators, heirs, assigns and successors in interest, and shall not be modified except by written
agreement signed by both Developer and Franchisor.
G. CONSTRUCTION/INTEGRATION CLAUSE
This Agreement, all exhibits to this Agreement and all ancillary agreements executed
contemporaneously with this Agreement constitute the entire agreement between the parties with reference
to the subject matter of this Agreement and supersede any and all prior negotiations, undertakings,
representations, and agreements. 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
Developer. Developer acknowledges that Developer is entering into this Agreement, and all ancillary
agreements executed contemporaneously with this Agreement, as a result of Developer’s own independent
investigation of the franchised business and not as a result 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 of any
franchise disclosure document, offering circular, prospectus, or other similar document required or
permitted to be given to Developer pursuant to applicable law.
Developer hereby acknowledges and further represents and warrants to Franchisor that:
1. Developer has placed no reliance on any oral or written statements, whether

referred to as representations, warranties, inducements, or otherwise, which are not contained in this
Agreement or in the Franchise Disclosure Document;
2. Developer has entered into this Agreement after making an independent

investigation of Franchisor’s operations and the System;
3. Franchisor has not made any guarantee or provided any assurance that the business
location will be successful or profitable regardless of whether Franchisor may have approved of the
franchise or site location;
4. Developer has (a) read this Agreement in its entirety and understands its contents;
(b) been given the 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 of the Agreement and
the operation of the System;
5. Developer has, together with its advisors, sufficient knowledge and experience in
financial and business matters to make an informed decision with respect to the franchise offered by
Franchisor; and
6. Developer has received a copy of the Franchise Disclosure Document not later
than the first personal meeting held to discuss the sale of a franchise, or fourteen (14) calendar days before
execution of this Agreement or fourteen (14) calendar days before any payment of any consideration.
Except as may have been disclosed at Item 19 of Franchisor’s Franchise Disclosure Document,
Developer represents and warrants to Franchisor that no claims, representations, or warranties regarding
the earnings, sales, profits, success or failure of the franchised business 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.
24. CAVEAT
A. The success of the business venture contemplated to be undertaken by this Agreement is

speculative and depends, to a large extent, upon the ability of the Developer as an independent business
person, and the active participation of Developer 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 the potential success of
the business venture contemplated hereby.
B. Developer acknowledges that it has entered into this Agreement after making an
independent investigation of Franchisor’s operations 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 representation which is not expressly set forth in this Agreement, to induce the
Developer to accept this franchise and execute this Agreement.
C. Developer represents and acknowledges that he has received a copy of this Agreement,
with all blanks filled in, from Franchisor at least seven (7) calendar days before the date of execution of
this Agreement. Developer further represents that he understands the terms, conditions and obligations of
this Agreement and agrees to be bound.
25. MISCELLANEOUS
A. Except as otherwise 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 not a party to this
Agreement.
B. The headings of the several sections and paragraphs are for convenience only and do not
define, limit or construe the contents of sections or paragraphs.
C. The “Developer” as used in this Agreement is applicable to one (1) or more persons, a
corporation or a partnership 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.
If two (2) or more persons are at any time Developer under this Agreement, their obligations and liabilities
to Franchisor shall be joint and several. References to “Developer” and “Assignee” which are applicable
to an individual or individuals shall mean the owner or owners of the equity or operating control of
Developer or the Assignee, if Developer or the Assignee is a corporation, partnership, limited partnership
or limited liability company.
This Agreement shall be executed in multiple copies, each of which shall be deemed an original.
SIGNATURES APPEAR ON FOLLOWING PAGE

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement under seal on the
date first written above.
FRANCHISOR: DEVELOPER:
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:

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 Club Pilates 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 of which 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 of the 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

2021 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 of Developer, ____________________, to timely develop

and open CLUB PILATES Studios shall be within the following described area:
____________________________________________________________
____________________________________________________________
____________________________________________________________
DEVELOPER FRANCHISOR
___________________________________ CLUB PILATES FRANCHISE, LLC
By: ________________________________ By: __________________________________

Shaun Grove, President
Name:______________________________
Title:_______________________________

EXHIBIT B TO AREA DEVELOPMENT AGREEMENT
DEVELOPMENT SCHEDULE
1. Development Schedule
Developer, , agrees to timely open CLUB PILATES 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 Development 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:
By: ________________________________ By: __________________________________

Name:______________________________
Title:_______________________________

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:
By: ________________________________ By: __________________________________

Name:______________________________
Title:_______________________________

EXHIBIT E TO AREA DEVELOPMENT AGREEMENT
CONFIDENTIALITY AGREEMENT AND

ANCILLARY COVENANTS NOT TO COMPETE
This Agreement is made and entered into this day of ___________, 20__, between CLUB
PILATES FRANCHISE, LLC, a Delaware limited liability company
(“Franchisor”), (“Developer”), and
(“Covenantor”).
RECITALS
WHEREAS, Franchisor has obtained the right to develop a unique system (the “System”) for the
development and operation of CLUB PILATES Studios under the name and marks CLUB PILATES
(“Studios”); and
WHEREAS, the System includes, but is not limited to, certain trade names, service marks,
trademarks, logos, emblems and indicia of origin, including, but not limited to, the marks CLUB PILATES
and other trade names, service marks, trademarks, logos, insignia, slogans, emblems, designs and
commercial symbols as Franchisor may develop in the future to identify for the public the source of services
and products marketed under the marks and under the System and representing the System’s high standards
of quality, appearance, service and all information relating to the System and to the development and
operation of the Studio, including, without limitation, the operating manual, Franchisor’s training program,
members and supplier lists, or other information or know-how distinctive to a CLUB PILATES Studio; all
of which Franchisor may change, improve and further develop and which Franchisor uses in connection
with the operation of the System (collectively, the “Confidential Information”); and
WHEREAS, the Proprietary Marks and Confidential Information provide economic advantages to
Franchisor and are not generally known to, and are not readily ascertainable by proper means by,
Franchisor’s competitors who could obtain economic value from knowledge and use of the Confidential
Information; and
WHEREAS, Franchisor has taken and intends to take all reasonable steps to maintain the
confidentiality and secrecy of the Confidential Information; and
WHEREAS, Franchisor has granted Developer the limited right to develop a CLUB PILATES
Studio using the System, the Proprietary Marks and the Confidential Information, pursuant to an Area
Development Agreement entered into on _____________________________, 20 (“Area Development
Agreement”), by and between Franchisor and Developer; and
WHEREAS, Franchisor and Developer have agreed in the Area Development Agreement on the
importance to Franchisor and to Developer and other licensed users of the System of restricting the use,
access and dissemination of the Confidential Information; and
WHEREAS, it is necessary for certain employees, agents, independent contractors, officers,

directors and equity interest holders of Developer, or any entity having an interest in Developer
(“Covenantor”) to have access to and to use some of all of the Confidential Information in the management
and operation of Developer’s CLUB PILATES Studio using the System; and
WHEREAS, Developer has agreed to obtain from those covenantors written agreements protecting
the Confidential Information and the System against unfair competition; and

WHEREAS, Covenantor wishes to remain, or wishes to become associated with or employed by
Developer; and
WHEREAS, Covenantor wishes and needs to receive and use the Confidential Information in the
course of his employment or association in order to effectively perform the services for Developer; and
WHEREAS, Covenantor acknowledges that receipt of and the right to use the Confidential
Information constitutes independent valuable consideration for the representations, promises and covenants
made by Covenantor.
NOW, THEREFORE, in consideration of the mutual covenant and obligations contained in this
Agreement, the parties agree as follows:
Confidentiality Agreement
1. Franchisor and/or Developer shall disclose to Covenantor some or all of the Confidential
Information relating to the System. All information and materials, including, without limitation, manuals,
drawings, specifications, techniques and compilations of data which Franchisor provides to Developer
and/or Covenantor are deemed Confidential Information for the purposes of this Agreement.
2. Covenantor shall 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 with a
Developer and then only in connection with the development and/or operation by Developer of a CLUB
PILATES Studio for so long as Developer is licensed by Franchisor to use the System.
3. Covenantor shall not at any time make copies of any documents or compilations containing
some or all of the Confidential Information without Franchisor’s express 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 of Developer in the development or operation of a CLUB PILATES Studio.
5. Covenantor must surrender any material containing some or all of the Confidential
Information to Developer or Franchisor, upon request, or upon termination of employment by Developer,
or upon conclusion of the use for which the information or material may have been 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 with the Confidential Information and the
System.
7. Franchisor loans all manuals to Developer for limited purposes only and they remain the
property of Franchisor and may not be reproduced, in whole or in part, without Franchisor’s written consent.
Covenants Not to Compete
1. In order to protect the goodwill and unique qualities of the System and the confidentiality
and value of the Confidential Information during the term of this Agreement, and in consideration for the
disclosure to Covenantor of the Confidential Information, Covenantor further agrees and covenants as
follows:

a. Not to divert, or attempt to divert, directly or indirectly, any business, business
opportunity, or customer of the Studios to any competitor;
b. Not to employ, or seek to employ, any person who is at the time or was within the
preceding one hundred eighty (180) days employed by Franchisor, its affiliate or any Developer of
Franchisor, or otherwise directly or indirectly induce such person to leave that person’s employment except
as may occur in connection with Developer’s employment of that person if permitted under the Area
Development Agreement; and
c. Except with respect to Studios operated under a valid and existing Franchise
Agreement between Developer (or Developer’s affiliates) and Franchisor, own, maintain, operate, engage
in, or have any financial or beneficial interest in (including any interest in corporations, partnerships, trusts,
limited liability companies, unincorporated associations or joint ventures), advise, assist or make loans to,
any Competing Business (as defined below) or a business that is of a character and concept similar to a
CLUB PILATES Studio. For purposes of this Agreement, a “Competing Business” is defined as any
business that (1) derives at least ten percent (10%) of its revenue from sales generated from the provision
of any Pilates instruction or other Approved Services and Approved Products that are offered at a CLUB
PILATES Studio, or (2) grants franchises or licenses to others to operate the type of business described in
subpart (1) of this Section.
2. In further consideration for the disclosure to Covenantor of the Confidential Information

and to protect the uniqueness of the System, Covenantor agrees and covenants that for two (2) years
following the earlier of the expiration, termination or transfer of all Developer’s interest in the Area
Development Agreement or the termination of his association with or employment by Developer,
Covenantor will not without the prior written consent of Franchisor:
a. Divert or attempt to divert, directly or indirectly, any business, business

opportunity or customer of the Studios to any competitor;
b. Employ, or seek to employ, any person who is at the time or was within the
preceding one hundred eighty (180) days employed by Franchisor, its affiliate or any franchisee of
franchisor, or otherwise directly or indirectly induce such persons to leave that person’s employment; and
c. Except with respect to Studios operated under Franchise Agreements between

Developer and its affiliates, and Franchisor or its affiliate or any of its subsidiaries, own, maintain, operate,
engage in, or have any financial or beneficial interest in (including any interest in corporations, partnerships,
trusts, limited liability companies, unincorporated associations or joint ventures), advise, assist or make
loans to, any Competing Business or a business that is of a character and concept similar to a CLUB
PILATES Studio (i) within the Development Area granted to Developer; or (ii) within a forty (40) mile
radius of the perimeter of the Development Area being granted to Developer or any other designated
territory or development area licensed by Franchisor to a CLUB PILATES Studio as of the date of
expiration, termination or transfer of all Developer’s interest in the Area Development Agreement or the
termination of Covenantor’s association with or employment by Developer.
Miscellaneous
1. Developer shall make all commercially reasonable efforts to ensure that Covenantor acts
as required by this Agreement.
2. Covenantor agrees that in the event of a breach of this Agreement, Franchisor would be
irreparably injured and be without an adequate remedy at law. Therefore, in the event of a breach, or

threatened or attempted breach of any of the provisions, Franchisor is entitled to enforce the provisions of
this Agreement and is entitled, in addition to any other remedies available to it at law or in equity, including
the right to terminate the Area Development Agreement, to a temporary and/or permanent injunction and a
decree for the specific performance of the terms of this Agreement, without the necessity of showing actual
or threatened harm and without being required to furnish a bond or other security.
3. Covenantor agrees to pay all expenses (including court costs and reasonable attorneys’
fees) incurred 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 this
Agreement by Covenantor shall not operate or be construed as a waiver of or consent to that breach or any
subsequent breach by Covenantor.
5. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND

ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF [INSERT STATE WHERE
THE STUDIO IS LOCATED] AND COVENANTOR HEREBY IRREVOCABLY SUBMITS
HIMSELF TO THE JURISDICTION OF THE STATE COURT CLOSEST TO FRANCHISOR’S THEN-
CURRENT HEADQUARTERS OR, IF APPROPRIATE, THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT FOR [INSERT STATE WHERE THE STUDIO IS LOCATED].
COVENANTOR HEREBY WAIVES ALL QUESTIONS OF PERSONAL JURISDICTION OR VENUE
FOR THE PURPOSE OF CARRYING OUT THIS PROVISION. COVENANTOR HEREBY AGREES
THAT SERVICE OF PROCESS MAY BE MADE UPON HIM IN ANY PROCEEDING RELATING TO
OR ARISING UNDER THIS AGREEMENT OR THE RELATIONSHIP CREATED BY THIS
AGREEMENT BY ANY MEANS ALLOWED BY [INSERT STATE WHERE THE STUDIO IS
LOCATED]OR FEDERAL LAW. COVENANTOR FURTHER AGREES THAT VENUE FOR ANY
PROCEEDING RELATING TO OR ARISING OUT OF THIS AGREEMENT SHALL BE ONE OF THE
COURTS DESCRIBED ABOVE IN THIS SECTION; PROVIDED, HOWEVER, WITH RESPECT TO
ANY ACTION WHICH INCLUDES INJUNCTIVE RELIEF OR OTHER EXTRAORDINARY RELIEF,
FRANCHISOR MAY BRING SUCH ACTION IN ANY COURT IN ANY STATE WHICH HAS
JURISDICTION.
6. The parties acknowledge and agree that each of the covenants contained in this Agreement
are reasonable limitations as to time, geographical area, and scope of activity to be restrained and do not
impose a greater restraint than is necessary to protect the goodwill or other business interests of Franchisor.
The parties agree that each of the foregoing covenants shall be construed as independent of any other
covenant or provision of this Agreement. If all or any portion of a covenant in this Agreement is held
unreasonable or unenforceable by a court or agency having valid jurisdiction in any unappealed final
decision to which Franchisor is a part, Covenantor expressly agrees to be bound by any lesser covenant
subsumed within the terms of the covenant that imposes the maximum duty permitted by law as if the
resulting covenant were separately stated in and made a part of this Agreement.
7. This Agreement contains the entire agreement of the parties regarding the subject matter
of this Agreement. This Agreement may be modified only by a duly authorized writing executed by all
parties.
8. All notices and demands required to be given must be in writing and sent by personal
delivery, expedited delivery service, certified or registered mail, return receipt requested, first-class postage
prepaid, facsimile or electronic mail, (provided that the sender confirms the facsimile or electronic mail, by
sending an original confirmation copy by certified or registered mail or expedited delivery service within
three (3) business days after transmission), to the respective parties at the following addresses unless and
until a different address has been designated by written notice to the other parties.

If directed to Franchisor, the notice shall be addressed to

Attn: Shaun Grove
17877 Von Karman Ave., Suite 100,
Irvine, CA 92614
If directed to Developer, the notice shall be addressed to:
Attention:
If directed to Covenantor, the notice 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 of such change to the other parties. Business
day for the purpose of this Agreement excludes Saturday, Sunday and the following national holidays: New
Year’s Day, Martin 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.
SIGNATURES APPEAR ON FOLLOWING PAGE

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

COVENANTOR: Developer must sign below; if a 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 K
STATE EFFECTIVE DATES
© Club Pilates Franchise, LLC

Franchise Disclosure Document – Exhibits
State Effective Dates
The following states have franchise laws that require that the Franchise Disclosure
Document 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 document is effective and may be used in the following states, where the
document is filed, registered or exempt from registration, as of the Effective Date stated
below:
STATE EFFECTIVE DATE

CALIFORNIA Exempt (pending)
FLORIDA September 21, 2020
HAWAII Pending Registration
ILLINOIS Exempt (pending)
INDIANA Exempt (pending)
KENTUCKY Effective (one-time filing)
MARYLAND Exempt (pending)
MICHIGAN Effective
MINNESOTA Pending Registration
NEBRASKA Effective (one-time filing)
NEW YORK Exempt (pending)
NORTH DAKOTA Exempt (pending)
RHODE ISLAND Exempt (pending)
SOUTH DAKOTA Pending Registration
TEXAS Effective (one-time filing)
UTAH March 2, 2021
VIRGINIA Exempt (pending)
WASHINGTON Exempt (pending)
WISCONSIN Pending Registration
Other states may require registration, filing, or exemption of a franchise under

other laws, such as those that regulate the offer and sale of business opportunities or
seller-assisted marketing plans.

Exhibit L
RECEIPTS

ITEM 23
RECEIPT
This Disclosure Document summarizes provisions of the franchise agreement and other information in
plain language. Read this Disclosure Document and all agreements carefully.
If Club Pilates 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, 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 the franchise agreement, or
other agreement, or the payment of any consideration that relates to the franchise relationship.
Michigan, Oregon and Wisconsin require that we give you this Disclosure Document at least 10 business
days before the execution of any binding franchise agreement, or other agreement, or the payment of
any consideration, whichever comes first.
If Club Pilates 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 Club Pilates Franchise, LLC located at 17877 Von Karman Ave., Suite 100, Irvine, CA 92614.
The name, principal business address, and telephone number of each Franchise Seller offering the
Franchise are: Shaun Grove, 17877 Von Karman Ave., Suite 100, Irvine, CA 92614, (949) 346-9794; Lance
Freeman and Emily Brown, Xponential Fitness, LLC, 17877 Von Karman Avenue, Suite 100, Irvine,
California 92614, (949) 370-7093; ___________________________________________.
Issuance Date: April 16, 2021. The effective date in each state is listed on the State Cover Page. Club Pilates
Franchise, LLC authorizes the agents listed in Exhibit B to receive service of process for it.
I have received a Franchise Disclosure Document dated April 16, 2021. This Disclosure Document included
the following 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 THE OPERATIONS MANUAL
F. GENERAL RELEASE OF ALL CLAIMS
G. STATE-SPECIFIC ADDENDA
H. LIST OF CURRENT FRANCHISEES AND, IF APPROPRIATE, THEIR OUTLETS
I. LIST OF FRANCHISEES THAT LEFT SYSTEM IN THE PAST YEAR
J. DEVELOPMENT AGREEMENT
K. STATE EFFECTIVE DATES
L. RECEIPTS
__________________________ __________________________
(Print Name) (Signature)
__________________________
Date
Please keep this copy and return signed, original receipt on following page to us.
ITEM 23
RECEIPT
This Disclosure Document summarizes provisions of the franchise agreement and other information in
plain language. Read this Disclosure Document and all agreements carefully.
If Club Pilates 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, 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 the franchise agreement, or
other agreement, or the payment of any consideration that relates to the franchise relationship.
Michigan, Oregon and Wisconsin require that we give you this Disclosure Document at least 10 business
days before the execution of any binding franchise agreement, or other agreement, or the payment of
any consideration, whichever comes first.
If Club Pilates 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 Club Pilates 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: Shaun Grove, 17877 Von Karman Ave., Suite 100, Irvine, CA 92614, (949) 346-9794; Lance Freeman
and Emily Brown, Xponential Fitness, LLC, 17877 Von Karman Avenue, Suite 100, Irvine, California 92614,
(949) 370-7093; ___________________________________________.
Issuance Date: April 16, 2021. The effective date in each state is listed on the State Cover Page. Club Pilates
Franchise, LLC authorizes the agents listed in Exhibit B to receive service of process for it.
I have received a Franchise Disclosure Document dated April 16, 2021. This Disclosure Document included
the following Exhibits:
FRANCHISE AGREEMENT AND EXHIBITS
A. LIST OF STATE AGENTS FOR SERVICE OF PROCESS AND STATE ADMINISTRATORS
B. FINANCIAL STATEMENTS
C. STATEMENT OF PROSPECTIVE FRANCHISEE
D. TABLE OF CONTENTS OF THE OPERATIONS MANUAL
E. GENERAL RELEASE OF ALL CLAIMS
F. STATE-SPECIFIC ADDENDA
G. LIST OF CURRENT FRANCHISEES AND, IF APPROPRIATE, THEIR OUTLETS
H. LIST OF FRANCHISEES THAT LEFT SYSTEM IN THE PAST YEAR
I. DEVELOPMENT AGREEMENT
J. STATE EFFECTIVE DATES
K. RECEIPTS
__________________________ __________________________
(Print Name) (Signature)
__________________________
Date
Please sign this copy of the receipt, date your signature, and return this form to us as described in Item 23.

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FRANCHISE DISCLOSURE DOCUMENT

Club Pilates Franchise, LLC

©2021 Club Pilates Franchise, LLC

©2021 Club Pilates Franchise, LLC

QUESTION WHERE TO FIND INFORMATION

©2021 Club Pilates Franchise, LLC

Some States Require Registration

©2021 Club Pilates Franchise, LLC

Certain states require that the following risk(s) be highlighted:

©2021 Club Pilates Franchise, LLC

A. FRANCHISE AGREEMENT AND EXHIBITS

©2021 Club Pilates Franchise, LLC

Transactions, Related Entities and Other Information

Except as disclosed above, we currently have no parents, predecessors or affiliates required to be

Agent for Service of Process

Our agents for service of process are disclosed in Exhibit B.

The Business We Offer

Market and Competition

ITEM 2 BUSINESS EXPERIENCE

President: Shaun Grove

Manager: Mark Grabowski

Vice President Real Estate: Richard Feinberg

Senior Vice President of Operations: Mike Gray

Vice President of Education: Tianna Strateman

Vice President of Franchise Development: Jason Losco

Vice President of Sales: Anthony Badalian

Product Sales Director: Hannah Koyle

Director of Construction Support: Fugi Gutierrez

No litigation is required to be disclosed in this Item.

No bankruptcy information is required to be disclosed in this Item.

ITEM 5 INITIAL FEES

Initial Franchise Fee

Proprietary Initial Inventory Kit

Orientation Program Fee(s) in Connection with Initial Instructor Personnel

Note Regarding Exercise Equipment Package Leased from Third-Party Lessor

ITEM 6 OTHER FEES

Type of Fee Amount Due Date Remarks

the local advertising and Designated Territory awarded under your

We must approve all advertising consistent

Please see Item 11 for additional

If an individual wishes to attend the Teacher

(or the appropriate Studio that will be

In order to provide the Teacher Training

If you are not able to provide the Teacher

We will only charge this fee in connection

We will not charge any training fee in

connection with minor, day-to-day

Payment of the transfer fee is one (1) of the

We reserve the right to assess a relocation

Studio. Generally, we do not approve

If we approve your relocation request, we

Notes to Chart for Franchise Agreement:

ITEM 7 ESTIMATED INITIAL INVESTMENT

YOUR ESTIMATED INITIAL INVESTMENT

TYPE OF EXPENDITURE 1 LOW HIGH METHOD OF WHEN DUE TO WHOM

Travel and Living Expenses $500 $3,000 As arranged As incurred Transportation

Tech Fee(s) –3 Months and 1 $600 $600 As agreed (EFT) As agreed Us

Additional Funds – $10,000 $40,000 As arranged As incurred Employees,

TYPE OF EXPENDITURE 1 AMOUNT METHOD OF WHEN DUE TO WHOM

Approved Products and Services

Required Purchases and Right to Derive Revenue

Purchasing Cooperatives and Right to Receive Compensation

ITEM 9 FRANCHISEE’S OBLIGATIONS