EX-10.2



 Exhibit 10.2 

EXECUTED VERSION 

SECOND AMENDED AND RESTATED CREDIT AGREEMENT 

dated as of 

October 25, 2018 

among 
 XPONENTIAL
FITNESS LLC and ST. GREGORY HOLDCO, LLC, 
 as Borrower, 

THE OTHER LOAN PARTIES PARTY HERETO, 

THE VARIOUS FINANCIAL INSTITUTIONS PARTY HERETO, 

as Lenders, 
 and

 MONROE CAPITAL MANAGEMENT ADVISORS, LLC, 

as Administrative Agent 
  







 Table of Contents 

Page 
  

							
	SECTION 1	 	 DEFINITIONS
	  	 	2	 
	 1.1.
	 	Definitions	  	 	2	 
			
	 1.2.
	 	Other Interpretive Provisions	  	 	42	 
			
	 1.3.
	 	Accounting and Other Terms	  	 	43	 
	SECTION 2	 	 COMMITMENTS OF THE LENDERS; BORROWING, CONVERSION AND LETTER OF CREDIT PROCEDURES
	  	 	45	 
	 2.1.
	 	Commitments	  	 	45	 
			
	 2.2.
	 	Loan Procedures	  	 	45	 
			
	 2.3.
	 	Letter of Credit Procedures	  	 	47	 
			
	 2.4.
	 	Commitments Several	  	 	49	 
			
	 2.5.
	 	Certain Conditions	  	 	49	 
			
	 2.6.
	 	Defaulting Lenders	  	 	49	 
			
	 2.7.
	 	Increase in Commitments	  	 	51	 
	SECTION 3	 	 EVIDENCING OF LOANS
	  	 	55	 
	 3.1.
	 	Notes	  	 	55	 
			
	 3.2.
	 	Recordkeeping	  	 	55	 
	SECTION 4	 	 INTEREST
	  	 	55	 
	 4.1.
	 	Interest Rates	  	 	55	 
			
	 4.2.
	 	Interest Payment Dates	  	 	56	 
			
	 4.3.
	 	Setting and Notice of LIBOR Rates/Replacement of LIBOR Rate	  	 	56	 
			
	 4.4.
	 	Computation of Interest	  	 	56	 
	SECTION 5	 	 FEES
	  	 	57	 
	 5.1.
	 	Non-Use Fee	  	 	57	 
			
	 5.2.
	 	Letter of Credit Fees	  	 	57	 
			
	 5.3.
	 	Prepayment Fees	  	 	58	 
			
	 5.4.
	 	Administrative Agent’s Fees	  	 	58	 
	SECTION 6	 	 REDUCTION OR TERMINATION OF THE REVOLVING
	  			
		 	 COMMITMENT; PREPAYMENTS
	  	 	58	 
	 6.1.
	 	Reduction or Termination of the Revolving Commitment	  	 	58	 
			
	 6.2.
	 	Prepayments	  	 	59	 
			
	 6.3.
	 	Manner of Prepayments	  	 	60	 
			
	 6.4.
	 	Repayments	  	 	60	 
	SECTION 7	 	 MAKING AND PRORATION OF PAYMENTS; SETOFF; TAXES
	  	 	61	 
	 7.1.
	 	Making of Payments	  	 	61	 
			
	 7.2.
	 	Application of Certain Payments	  	 	61	 


  
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 Table of Contents 

(continued) 
 Page 

 

							
	 7.3.
	 	Due Date Extension	  	 	62	 
			
	 7.4.
	 	Setoff	  	 	62	 
			
	 7.5.
	 	Proration of Payments	  	 	62	 
			
	 7.6.
	 	Taxes	  	 	62	 
	SECTION 8	 	 INCREASED COSTS; SPECIAL PROVISIONS FOR LIBOR LOANS
	  	 	66	 
	 8.1.
	 	Increased Costs	  	 	66	 
			
	 8.2.
	 	Basis for Determining Interest Rate Inadequate or Unfair	  	 	66	 
			
	 8.3.
	 	Changes in Law Rendering LIBOR Loans Unlawful	  	 	67	 
			
	 8.4.
	 	Funding Losses	  	 	67	 
			
	 8.5.
	 	Right of Lenders to Fund through Other Offices	  	 	67	 
			
	 8.6.
	 	Discretion of Lenders as to Manner of Funding	  	 	68	 
			
	 8.7.
	 	Mitigation of Circumstances; Replacement of Lenders	  	 	68	 
			
	 8.8.
	 	Conclusiveness of Statements; Survival of Provisions	  	 	68	 
	SECTION 9	 	 REPRESENTATIONS AND WARRANTIES
	  	 	69	 
	 9.1.
	 	Organization	  	 	69	 
			
	 9.2.
	 	Authorization; No Conflict	  	 	69	 
			
	 9.3.
	 	Validity and Binding Nature	  	 	69	 
			
	 9.4.
	 	Financial Condition	  	 	69	 
			
	 9.5.
	 	No Material Adverse Change	  	 	70	 
			
	 9.6.
	 	Litigation and Contingent Liabilities	  	 	70	 
			
	 9.7.
	 	Ownership of Properties; Liens	  	 	70	 
			
	 9.8.
	 	Equity Ownership; Subsidiaries	  	 	70	 
			
	 9.9.
	 	Pension Plans	  	 	71	 
			
	9.10.	 	Investment Company Act	  	 	72	 
			
	9.11.	 	Compliance with Laws	  	 	72	 
			
	9.12.	 	Regulation U	  	 	72	 
			
	9.13.	 	Taxes	  	 	72	 
			
	9.14.	 	Solvency, etc.	  	 	72	 
			
	9.15.	 	Environmental Matters	  	 	73	 
			
	9.16.	 	Insurance	  	 	73	 
			
	9.17.	 	Real Property	  	 	73	 


  
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 Table of Contents 

(continued) 
 Page 

 

					
	 9.18.
	 	Information	  	73
			
	 9.19.
	 	Intellectual Property	  	74
			
	 9.20.
	 	Burdensome Obligations	  	74
			
	 9.21.
	 	Labor Matters	  	74
			
	 9.22.
	 	Anti-Terrorism Laws	  	74
			
	 9.23.
	 	No Default	  	75
			
	 9.24.
	 	Economic Sanctions and AML	  	75
			
	 9.25.
	 	Patriot Act and Anti-Bribery	  	75
			
	 9.26.
	 	Related Agreements, etc.	  	75
			
	 9.27.
	 	Franchise Matters	  	76
			
	 9.28.
	 	Holdings and Intermediate Holdings	  	80
			
	 9.29.
	 	Location of Bank Accounts	  	81
			
	 9.30.
	 	Material Contracts	  	81
			
	 9.31.
	 	Employee and Labor Matters	  	81
			
	 9.32.
	 	No Bankruptcy Filing	  	82
			
	 9.33.
	 	Name; Jurisdiction of Organization; Organizational ID Number; Chief Place of Business; Chief Executive Office; FEIN	  	82
			
	 9.34.
	 	Hedging Agreements	  	82
	SECTION 10	 	 AFFIRMATIVE COVENANTS
	  	82
	 10.1.
	 	Reports, Certificates and Other Information	  	82
			
	 10.2.
	 	Books, Records and Inspections	  	85
			
	 10.3.
	 	Maintenance of Property; Insurance	  	86
			
	 10.4.
	 	Compliance with Laws; Payment of Taxes and Liabilities	  	87
			
	 10.5.
	 	Maintenance of Existence, etc.	  	87
			
	 10.6.
	 	Use of Proceeds	  	87
			
	 10.7.
	 	Employee Benefit Plans	  	88
			
	 10.8.
	 	Environmental Matters	  	88
			
	 10.9.
	 	Further Assurances	  	88
			
	10.10.	 	Deposit Accounts	  	89
			
	10.11.	 	Post Closing Covenants	  	89
			
	10.12.	 	Holdings Covenant	  	90


  
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 Table of Contents 

(continued) 
  

							
		 		  	 	Page	 
			
	10.13.	 	STGH Covenant	  	 	90	 
			
	10.14.	 	Real Property	  	 	90	 
	SECTION 11	 	 NEGATIVE COVENANTS
	  	 	91	 
	 11.1.
	 	Debt	  	 	91	 
			
	 11.2.
	 	Liens	  	 	94	 
			
	 11.3.
	 	[Reserved]	  	 	96	 
			
	 11.4.
	 	Restricted Payments	  	 	96	 
			
	 11.5.
	 	Mergers, Consolidations, Sales	  	 	98	 
			
	 11.6.
	 	Modification of Organizational Documents	  	 	99	 
			
	 11.7.
	 	Transactions with Affiliates	  	 	99	 
			
	 11.8.
	 	Unconditional Purchase Obligations	  	 	100	 
			
	 11.9.
	 	Inconsistent Agreements	  	 	100	 
			
	11.10.	 	Business Activities; Issuance of Equity	  	 	100	 
			
	11.11.	 	Investments	  	 	101	 
			
	11.12.	 	Restriction of Amendments to Certain Documents	  	 	103	 
			
	11.13.	 	Fiscal Year	  	 	103	 
			
	11.14.	 	Financial Covenants	  	 	103	 
			
	11.15.	 	Compliance with Laws	  	 	104	 
			
	11.16.	 	New Company Owned Locations	  	 	104	 
			
	11.17.	 	Non-Loan Party Subsidiaries	  	 	104	 
			
	11.18.	 	Canadian Defined Benefit Plans	  	 	104	 
	SECTION 12	 	 EFFECTIVENESS; CONDITIONS OF LENDING, ETC.
	  	 	104	 
	 12.1.
	 	Initial Credit Extension	  	 	104	 
			
	 12.2.
	 	Conditions	  	 	108	 
	SECTION 13	 	 EVENTS OF DEFAULT AND THEIR EFFECT
	  	 	109	 
	 13.1.
	 	Events of Default	  	 	109	 
			
	 13.2.
	 	Effect of Event of Default	  	 	111	 
			
	 13.3.
	 	Credit Bidding	  	 	111	 
			
	 13.4.
	 	Right to Cure Financial Covenant Breach	  	 	112	 
	SECTION 14	 	 ADMINISTRATIVE AGENT
	  	 	113	 
	 14.1.
	 	Appointment and Authorization	  	 	113	 
			
	 14.2.
	 	Issuing Lenders	  	 	113	 


  
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 Table of Contents 

(continued) 
 Page 

 

							
	 14.3.
	 	Delegation of Duties	  	 	114	 
			
	 14.4.
	 	Exculpation of Administrative Agent	  	 	114	 
			
	 14.5.
	 	Reliance by Administrative Agent	  	 	114	 
			
	 14.6.
	 	Notice of Default	  	 	115	 
			
	 14.7.
	 	Credit Decision	  	 	115	 
			
	 14.8.
	 	Indemnification	  	 	115	 
			
	 14.9.
	 	Administrative Agent in Individual Capacity	  	 	116	 
			
	14.10.	 	Successor Administrative Agent	  	 	116	 
			
	14.11.	 	Collateral Matters	  	 	117	 
			
	14.12.	 	Restriction on Actions by Lenders	  	 	117	 
			
	14.13.	 	Administrative Agent May File Proofs of Claim	  	 	117	 
			
	14.14.	 	Other Agents; Arrangers and Managers	  	 	118	 
			
	14.15.	 	Protective Advances	  	 	118	 
	SECTION 15	 	 GENERAL
	  	 	119	 
	 15.1.
	 	Waiver; Amendments	  	 	119	 
			
	 15.2.
	 	Confirmations	  	 	120	 
			
	 15.3.
	 	Notices	  	 	120	 
			
	 15.4.
	 	Computations	  	 	121	 
			
	 15.5.
	 	Costs, Expenses	  	 	122	 
			
	 15.6.
	 	Assignments; Participations	  	 	122	 
			
	 15.7.
	 	Register	  	 	124	 
			
	 15.8.
	 	GOVERNING LAW	  	 	125	 
			
	 15.9.
	 	Confidentiality	  	 	125	 
			
	15.10.	 	Severability	  	 	127	 
			
	15.11.	 	Nature of Remedies	  	 	127	 
			
	15.12.	 	Entire Agreement	  	 	127	 
			
	15.13.	 	Counterparts	  	 	127	 
			
	15.14.	 	Successors and Assigns	  	 	127	 
			
	15.15.	 	Captions	  	 	128	 
			
	15.16.	 	Customer Identification – USA Patriot Act Notice	  	 	128	 
			
	15.17.	 	INDEMNIFICATION BY LOAN PARTIES	  	 	128	 


  
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 Table of Contents 

(continued) 
  

							
		 		  	 	Page	 
			
	15.18.	 	Nonliability of Lenders	  	 	129	 
			
	15.19.	 	FORUM SELECTION AND CONSENT TO JURISDICTION	  	 	130	 
			
	15.20.	 	WAIVER OF JURY TRIAL	  	 	130	 
			
	15.21.	 	Acknowledgement and Consent to Bail In of EEA Financial Institutions	  	 	130	 
			
	15.22.	 	Existing Credit Agreement	  	 	131	 
	SECTION 16	 	 JOINT AND SEVERAL LIABILITY
	  	 	132	 
	 16.1.
	 	Applicability of Terms	  	 	132	 
			
	 16.2.
	 	Joint and Several Liability	  	 	132	 
			
	 16.3.
	 	Benefits and Best Interests	  	 	132	 
			
	 16.4.
	 	Accommodations	  	 	132	 
			
	 16.5.
	 	Maximum Amount	  	 	133	 
			
	 16.6.
	 	Joint Liability Payments	  	 	133	 
			
	 16.7.
	 	Financial Condition	  	 	133	 
			
	 16.8.
	 	Administrative Agent Authorizations	  	 	134	 
			
	 16.9.
	 	Unconditional Obligations	  	 	134	 
			
	16.10.	 	Notices	  	 	135	 
			
	16.11.	 	No Impairment of Obligations or Limitations of Liability	  	 	135	 
			
	16.12.	 	Rights of Contribution and Indemnification	  	 	135	 
			
	16.13.	 	Subrogation	  	 	135	 
	SECTION 17	 	 APPOINTMENT OF BORROWER REPRESENTATIVE
	  	 	135	 
	 17.1.
	 	Appointment; Proceeds	  	 	135	 
			
	 17.2.
	 	Appointment; Documentation and Other Actions	  	 	136	 
			
	 17.3.
	 	Irrevocable Appointment; Reliance	  	 	136	 
			
	 17.4.
	 	Termination	  	 	136	 
	SECTION 18	 	 RELEASE
	  	 	136	 
	 18.1.
	 	Release	  	 	136	 
			
	 18.2.
	 	Defense	  	 	137	 
			
	 18.3.
	 	Final, Absolute and Unconditional Release	  	 	137	 
			
	 18.4.
	 	Covenant	  	 	137	 


  
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	ANNEXES	  	
			
	ANNEX A	 	Lenders and Pro Rata Shares	  	
	ANNEX B	 	Addresses for Notices	  	


					
		
	SCHEDULES	  	
			
	SCHEDULE 1.1(a)	 	Disqualified Lenders	  	
	SCHEDULE 9.6	 	Litigation and Contingent Liabilities	  	
	SCHEDULE 9.8	 	Equity Ownership/Subsidiaries	  	
	SCHEDULE 9.13	 	Reportable Transaction	  	
	SCHEDULE 9.17	 	Real Property	  	
	SCHEDULE 9.19	 	Intellectual Property	  	
	SCHEDULE 9.21	 	Labor Matters	  	
	SCHEDULE 9.27	 	Franchise Matters	  	
	SCHEDULE 9.29	 	Bank Accounts	  	
	SCHEDULE 9.30	 	Material Contracts	  	
	SCHEDULE 9.33	 	Legal Names; Etc.	  	
	SCHEDULE 10.11	 	Post-Closing Obligations	  	
	SCHEDULE 11.1	 	Existing Debt	  	
	SCHEDULE 11.2	 	Existing Liens	  	
	SCHEDULE 11.11	 	Investments	  	
	SCHEDULE 12.1	 	Debt to be Repaid	  	
		
	EXHIBITS	  	
			
	EXHIBIT A	 	Form of Note (Section 3.1)	  	
	EXHIBIT B	 	Form of Compliance Certificate (Section 10.1.3)	  	
	EXHIBIT C	 	Form of Assignment Agreement (Section 15.6.1)	  	
	EXHIBIT D	 	Form of Notice of Borrowing (Section 2.2.2)	  	

  

  
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 SECOND AMENDED AND RESTATED CREDIT AGREEMENT 

THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 25, 2018 (this “Agreement”) is
entered into among (i) Xponential Fitness LLC, a Delaware limited liability company and St. Gregory Holdco, LLC, a Delaware limited liability company, (ii) any Person from time to time joined hereto as a borrower party in accordance with
the terms hereof (together with Xponential Fitness LLC and St. Gregory Holdco, LLC, individually and collectively referred to herein as “Borrower”), (iii) the other Loan Parties party hereto, (iv) the financial institutions
that are or may from time to time become parties hereto (together with their respective successors and assigns, the “Lenders”) and (v) MONROE CAPITAL MANAGEMENT ADVISORS, LLC (in its individual capacity, “Monroe
Capital”), as administrative agent for the Lenders. 
 RECITALS 

WHEREAS, Intermediate Holdings, Borrower, the other Loan Parties party thereto, the Lenders and Monroe Capital entered into a
Credit Agreement dated as of September 29, 2017 (as amended, restated, modified or supplemented prior to the date hereof, including by that certain Amended and Restated Credit Agreement dated as of June 28, 2018, the “Existing
Credit Agreement”); 
 WHEREAS, Holdings (“Purchaser”) intends to purchase all of the
Capital Securities of Pure Barre (“Seller”) via Barre Holdco, pursuant to that certain PB Acquisition Agreement pursuant to which, immediately prior to consummation of the Acquisition of Barre Holdco by Holdings, Merger Sub will
merge with and into Barre Holdco, with Barre Holdco being the surviving entity (such transaction, the “Closing Date Acquisition”); 

WHEREAS, Borrower has requested that the Lenders make Loans to provide the funds required to refinance the Borrowers’
indebtedness under the Existing Credit Agreement, finance a portion of the Closing Date Acquisition, to pay fees, costs and expenses incurred in connection with the foregoing, and to provide for the ongoing general corporate purposes and working
capital needs of Borrower and other Loan Parties as further provided herein, in an aggregate principal amount of $145,000,000 in the form of (a) Existing Term A Loans made pursuant to the Existing Credit Agreement prior to the Closing Date,
(b) Additional Term A Loans to Borrower on the Closing Date in an aggregate principal amount of $65,332,106.23, (c) Revolving Loans to Borrower from time to time in an aggregate principal amount not to exceed $10,000,000, and the Lenders are
willing to do so on the terms and conditions set forth herein; 
 WHEREAS, the parties hereto have agreed to amend and
restate the Existing Credit Agreement in its entirety. 
 WHEREAS, Administrative Agent and the Lenders hereby acknowledge
and agree: (i) to the consummation of Closing Date Acquisition and the transactions contemplated thereby; and (ii) that the Closing Date Acquisition and the transactions contemplated thereby shall not constitute an Event of Default under
this Agreement or the Existing Credit Agreement; and 

  
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 WHEREAS, the parties hereto intend that this Agreement not effect a novation
of the obligations of Borrower or Guarantors under the Existing Credit Agreement but merely a restatement, and where applicable, an amendment to the terms governing such obligations. 

In consideration of the mutual agreements herein contained, the parties hereto agree as follows: 

SECTION 1 
 DEFINITIONS.

 1.1.        Definitions. When used herein the following terms shall have the
following meanings: 
 “Account Debtor” is defined in the Guaranty and Collateral Agreement. 

“Account or Accounts” is defined in the UCC or PPSA, as applicable. 

“Acquisition” means any transaction or series of related transactions for the purpose of or resulting,
directly or indirectly, in (a) the acquisition of all or a substantial portion of the assets of a Person, or of all or a substantial portion of any business or division of a Person, (b) the acquisition of in excess of 50% of the Capital
Securities of any Person, or otherwise causing any Person to become a Subsidiary, or (c) a merger, amalgamation or consolidation or any other combination with another Person (other than a Person that is already a Subsidiary). 

“Additional Term A Loan” is defined in Section 2.1.2(a). 

“Additional Term A Loan Commitment” means, as to any Lender, such Lender’s commitment to make Additional
Term A Loans under this Agreement. The amount of each Lender’s Additional Term A Loan Commitment is set forth on Annex A. The aggregate amount of the Additional Term A Loan Commitments of all Lenders as of the Closing Date is $65,332,106.23.

 “Administrative Agent” means Monroe Capital in its capacity as administrative agent for the Lenders
hereunder and any successor thereto in such capacity. 
 “Affected Loan” is defined in Section 8.3.

 “Affiliate” of any Person means (a) any other Person which, directly or indirectly, controls or is
controlled by or is under common control with such Person, (b) any director of such Person and (c) with respect to any Lender, any entity administered or managed by such Lender or an Affiliate or investment advisor thereof and which is
engaged in making, purchasing, holding or otherwise investing in commercial loans. A Person shall be deemed to be “controlled by” any other Person if such Person possesses, directly or indirectly, power to vote 5% or more of the
securities (on a fully diluted basis) having ordinary voting power for the election of directors or managers or power to direct or cause the direction of the management and policies of such Person whether by contract or otherwise. Unless expressly
stated otherwise herein, neither Administrative Agent nor any Lender shall be deemed an Affiliate of any Loan Party. 

  
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 “Agent Fee Letter” means, the second amended and restated
fee letter dated as of the Closing Date between Borrower and the Administrative Agent. 
 “Agreement” is
defined in the preamble of this Agreement. 
 “AKTF” means AKT Franchise, LLC, a Delaware limited liability
company. 
 “Allocable Amount” is defined in Section 16.6. 

“Applicable Margin” means, as of any date of determination, the applicable rate per annum set forth in the
following table that corresponds to the Total Debt to EBITDA Ratio as set forth in the most recent Compliance Certificate delivered to Administrative Agent pursuant to Section 10.1.3. For the period from the Closing Date
through the date that Administrative Agent receives the Compliance Certificate for the Computation Period ending December 31, 2018, the Applicable Margin will be the rate per annum in the row styled “Level II”: 

 

							
	Level	  	Total Debt to EBITDA Ratio	  	Applicable Margin
LIBOR Loans	 	Applicable Margin
Base Rate
Loans
	
I
	  	3 4.50:1.00	  	6.50%	 	3.25%
	
II
	  	<4.50:1.00 but 3 3.00:1.00	  	6.00%	 	2.75%
	
III
	  	< 3.00:1.00	  	5.50%	 	2.25%

 Except as otherwise set forth in this definition, the Applicable Margin will be based upon the
most recent Compliance Certificate. Notwithstanding the foregoing, the Applicable Margin will be re-determined quarterly on the first day of the month following the date of delivery to Administrative Agent of
the applicable Compliance Certificate pursuant to Section 10.1.3. If Borrower fails to furnish or cause Borrower Representative to furnish any Compliance Certificate when that Compliance Certificate is due, then the
Applicable Margin will be the rate per annum in the row styled “Level I” as of the first Business Day of the month following the date on which that Compliance Certificate was required to be delivered until the date on which that Compliance
Certificate is delivered, on which date (but not retroactively), without constituting a waiver of any Default or Event of Default occasioned by the failure to timely deliver that Compliance Certificate, the Applicable Margin will be set at the rate
per annum based upon the calculations disclosed by that Compliance Certificate. If any information contained in any Compliance Certificate delivered pursuant to Section 10.1.3. is shown to be inaccurate, and that
inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period than the Applicable Margin actually applied for that period, then (i) Borrower shall promptly deliver or cause to be delivered to
Administrative Agent a correct Compliance Certificate for that period; (ii) the Applicable Margin will be determined as if the correct Applicable Margin (as set forth in the table above) were applicable for that period (irrespective of whether
a correct Compliance Certificate is delivered); and (iii) Borrower shall promptly (but in any event within two Business Days after delivery of that corrected Compliance Certificate or after demand by Administrative Agent) deliver to
Administrative Agent full payment in respect of the accrued additional interest as a result of the increased Applicable Margin for that period, which payment Administrative Agent shall promptly apply to the affected Obligations. 

  
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 “Approved Fund” means (a) any Person (other than a
natural person) engaged in making, purchasing, holding, or investing in commercial loans and similar extensions of credit and that is advised, administered, or managed by a Lender, an Affiliate of a Lender (or an entity or an Affiliate of an entity
that administers, advises or manages a Lender); (b) with respect to any Lender that is an investment fund, any other investment fund that invests in loans and that is advised, administered or managed by the same investment advisor as such Lender or
by an Affiliate of such investment advisor; (c) any third party which provides “warehouse financing” to a Person described in the preceding clause (a) or (b) (and any Person described in said clause (a) or (b) shall
also be deemed an Approved Fund with respect to such third party providing such warehouse financing); and (d) (i) any investment company, fund, trust, securitization vehicle or conduit that is (or will be) engaged in making, purchasing, holding
or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business or (ii) any Person (other than a natural person) which temporarily warehouses loans for any Lender or any entity described in the
preceding clause (i) and that, with respect to each of the preceding clauses (i) and (ii), is administered or managed by (x) a Lender, (y) an Affiliate of a Lender or (z) a Person (other than a natural person) or an
Affiliate of a Person (other than a natural person) that administers or manages a Lender; provided in no event shall any Disqualified Lender be an Approved Fund. 

“Area Representative Agreement” means an agreement between any Company or any Subsidiary and a Franchisee
under which such Franchisee (referred to as an area representative) has been granted the right to solicit and screen prospective Franchisees for, and assist such Company or such Subsidiary in providing services to, unit Franchises operating under
the trade name of such Company or such Subsidiary in a designated geographical area for a defined period of time, including any addendum, amendment, extension or renewal thereof, and together with any guarantee or other instrument or agreement
relating thereto. 
 “Asset Disposition” means the sale, lease, assignment or other transfer for value
(each, a “Disposition”) by any Loan Party to any Person (other than Borrower or other Loan Party) of any asset or right of such Loan Party (including, the loss, destruction or damage of any thereof or any actual condemnation,
confiscation, requisition, seizure or taking thereof). 
 “Assignee” is defined in Section 15.6.1.

 “Assignment Agreement” is defined in Section 15.6.1. 

“Assignment and Assumption Agreement” means that certain Assignment and Assumption Agreement, dated as of
June 28, 2018, among TPG Growth III Fitness L.P., Sponsor and Holdings. 
 “Attorney Costs” means,
with respect to any Person, all reasonable documented out-of-pocket fees and charges of any counsel to such Person and all court costs and similar legal expenses. 

“Available Amount” means, as of any date of determination (each, a “Reference Date”), (a) an
amount equal to the sum of (i) aggregate Excess Cash Flow for all Fiscal Years for which financial statements have been required to be delivered pursuant to Section 10.1.1, commencing


  
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with the Fiscal Year ending December 31, 2018, and ending prior to such Reference Date and (ii) the aggregate amount of Net Cash Proceeds from any issuance of Qualified Equity Interests
by Holdings or other contributions to the capital of Holdings (other than equity issued in connection with the Borrower’s exercise of its Cure Right under Section 13.4), in each case, received by the Borrower after the Closing Date and
prior to the applicable Reference Date; provided that all such Net Cash Proceeds must be used or applied in accordance with this Agreement within one hundred eighty (180) days of the receipt thereof or the Available Amount shall thereafter not
include the amount of such Net Cash Proceeds, minus (b) the amount of prepayments required to be made in respect of such Excess Cash Flow pursuant to Section 6.2.2(a)(iv), minus (c) the aggregate usage of the
Available Amount by the Loan Parties under this Agreement during the period from the Closing Date through such Reference Date. Notwithstanding anything herein to the contrary, unless (x) no Default or Event of Default has occurred and is
continuing or would result from the proposed usage of the Available Amount and (y) there would be no violation of any covenant set forth in Section 11.14 for the most recently ended
12-month period for which Administrative Agent has received financial statements pursuant to Section 10.1.2, as determined on a pro forma basis, after giving effect to the proposed
usage of the Available Amount as if such usage occurred on the last day of such 12-month period, using, for purposes of the calculation in clause (y), EBITDA for the most recently ended 12-month period for which Administrative Agent has received financial statements pursuant to Section 10.1.2, the Available Amount as of any Reference Date shall be $0.00. 

“Bail-In Action” means the exercise of any Write-Down and Conversion
Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution. 
 “Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law
for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule. 

“Bank Product Agreements” means those certain agreements entered into from time to time between any Loan
Party and a Lender or its Affiliates in connection with any of the Bank Products. 
 “Bank Product
Obligations” means all obligations, liabilities, contingent reimbursement obligations, fees, and expenses owing by the Loan Parties to any Lender or its Affiliates pursuant to or evidenced by the Bank Product Agreements and irrespective of
whether for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and including all such amounts that a Loan Party is obligated to reimburse to Administrative Agent or any
Lender as a result of Administrative Agent or such Lender purchasing participations or executing indemnities or reimbursement obligations with respect to the Bank Products provided to the Loan Parties pursuant to the Bank Product Agreements. 

“Bank Products” means any service provided to, facility extended to, or transaction entered into with, any
Loan Party by any Lender or its Affiliates consisting of, (a) deposit accounts, (b) cash management services, including, controlled disbursement, lockbox, electronic funds transfers (including, book transfers, fedwire transfers, ACH
transfers), online reporting and other services relating to accounts maintained with any Lender or its Affiliates, (c) debit cards 

  
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and credit cards, or (d) so long as prior written notice thereof is provided by Lender (or its Affiliate) providing such service, facility or transaction and Administrative Agent consents in
writing to its inclusion as a Bank Product, any other service provided to, facility extended to, or transaction entered into with, any Loan Party by a Lender or its Affiliates. No Hedging Agreements or Hedging Obligations will be deemed Bank
Products or included as Bank Product Obligations without Administrative Agent’s prior written consent. 

“Bankruptcy Code” means the Federal Bankruptcy Reform Act of 1978 (11 U.S.C. §101, et seq.), as amended
and in effect from time to time and the regulations issued from time to time thereunder. 
 “Barre Holdco”
means Barre Holdco, LLC, a Delaware limited liability company. 
 “Base Rate” means, at any time, a
fluctuating rate per annum equal to the greatest of (a) the Federal Funds Rate plus 0.5%, (b) the Prime Rate, (c) 4.25% and (d) the LIBOR Rate plus 1.0%. 

“Base Rate Loan” means any Loan which bears interest at or by reference to the Base Rate. 

“Borrower” is defined in the preamble of this Agreement. 

“Borrower Representative” means Xponential Fitness LLC, a Delaware limited liability company. 

“Borrowing Availability” means the lesser of (a) the Revolving Commitment and (b) to the extent
Borrower requests Revolving Loans and Letters of Credit in an aggregate principal amount in excess of $1,000,000, (i) EBITDA for the most recently ended 12 month period for which Administrative Agent has received financial statements pursuant to
Section 10.1.2 multiplied by the maximum Total Debt to EBITDA Ratio permitted under Section 11.14.2 for the most recently ended Computation Period minus (ii) outstanding Total Debt (other than Revolving Outstandings). 

“BSA” is defined in Section 9.24. 

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are
authorized to close under the laws of, or are in fact closed in, Illinois and, in the case of a Business Day which relates to a LIBOR Loan, on which dealings are carried on in the London interbank eurodollar market. 

“Canadian AML Laws” means the Proceeds of Crime (Money Laundering) and Terrorism Financing Act (Canada), the
Criminal Code (Canada), the Special Economic Measures Act (Canada), the Corruption of Foreign Public Officials Act (Canada), the Freezing Assets of Corrupt Foreign Public Officials Act (Canada), the United Nations Act and other applicable Canadian
anti-money laundering and “know your client” policies, regulations, laws or rules, together with any guidelines or orders thereunder and any similar Canadian legislation, rules, regulations and interpretations thereunder or related
thereto. 

  
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 “Canadian Defined Benefit Plan” means any Canadian Pension
Plan that contains a “defined benefit provision” as defined in subsection 147.1(1) of the ITA, excluding any Canadian Multi-Employer Plans, whether existing on the Closing Date or which would be considered a Canadian Defined Benefit Plan
if assumed, adopted or otherwise participated in or contributed to by a Loan Party thereafter. 
 “Canadian
Multi-Employer Plan” means any Canadian Defined Benefit Plan to which a Loan Party or a Subsidiary is required to contribute pursuant to a collective agreement or participation agreement and which is not maintained or administered by a Loan
Party or any of its Affiliates, whether existing on the Closing Date or which would be considered a Canadian Multi-Employer Plan if assumed, adopted or otherwise participated in or contributed to by a Loan Party or a Subsidiary thereafter. 

“Canadian Pension Plans” means each plan which is a “registered pension plan” as defined in the ITA
or which is required to be registered under federal or provincial pension benefits standards legislation established, maintained or contributed to by any Loan Party or any Subsidiary, or under which any Loan Party or any Subsidiary has any liability
or contingent liability, in relation to any employees or former employees that it may have in Canada. 
 “Capital
Expenditures” means all expenditures which, in accordance with GAAP, would be required to be capitalized and shown on the consolidated balance sheet of Borrower, including expenditures in respect of Capital Leases, but excluding any
expenditures (a) made in connection with the replacement, substitution or restoration of assets to the extent financed from insurance proceeds (or other similar recoveries) paid on account of the loss of or damage to the assets being replaced
or restored, (b) made with Net Cash Proceeds from awards of compensation arising from the taking by eminent domain or condemnation of the assets being replaced, (c) made with Net Cash Proceeds from any issuance of Capital Securities by any
Loan Party directly or indirectly to Sponsor or other existing holders of Capital Securities to the extent used solely to fund Capital Expenditures, (d) made with Net Cash Proceeds of dispositions permitted under this Agreement, (e) made
by Holdings or any Subsidiary to effect leasehold improvements to any property leased by Holdings or such Subsidiary as lessee, to the extent that such expenses have been reimbursed by the landlord, and (f) actually paid for by a third party
(excluding Holdings or any Subsidiary) and for which none of Holdings or any Subsidiary has provided or is required to provide or incur, directly or indirectly, any consideration or monetary obligation to such third party or any other Person
(whether before, during or after such period). For purposes of this definition, (i) the purchase price of equipment that is purchased substantially simultaneously with the trade-in or sale of existing
equipment (or proceeds contributed by an unrelated third party) shall be included in Capital Expenditures only to the extent of the gross amount of such purchase price less the credit granted by the seller of such equipment for the equipment being
traded in at such time or the amount of such proceeds, as the case may be, (ii) the aggregate consideration paid in connection with permitted investments shall not be included in Capital Expenditures, and (iii) the purchase price of
equipment and leasehold improvements purchased in connection with the Fueled Collective Build-Out shall not be reduced by any landlord reimbursement payment. 

“Capital Lease” means, with respect to any Person, any lease of (or other agreement conveying the right to
use) any real or personal property by such Person that, in conformity with 

  
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GAAP, is accounted for as a capital lease on the balance sheet of such Person, provided however, for purposes of this Agreement, any obligations of a Person under a lease that is not (or would
not be) required to be classified and accounted for as a capitalized lease on a balance sheet of such Person under GAAP as in effect as of the Closing Date shall not be treated as a capitalized lease as a result of the adoption of changes in GAAP or
changes in the application of GAAP. 
 “Capital Securities” means, with respect to any Person, all shares,
interests, participations or other equivalents (however designated, whether voting or non-voting) of such Person’s capital, whether now outstanding or issued or acquired after the Closing Date, including
common shares, preferred shares, membership interests in a limited liability company, limited or general partnership interests in a partnership, interests in a trust, interests in other unincorporated organizations or any other equivalent of such
ownership interest. 
 “Cash Collateralize” means to deliver cash collateral to an Issuing Lender, to be
held as cash collateral for outstanding Letters of Credit, pursuant to documentation satisfactory to such Issuing Lender and in an amount equal to 103% of the Stated Amount of such outstanding Letters of Credit. Derivatives of such term have
corresponding meanings. 
 “Cash Equivalent Investment” means, at any time, (a) any evidence of Debt,
maturing not more than one year after such time, issued or guaranteed by the United States Government or any agency thereof, (b) commercial paper, maturing not more than one year from the date of issue, or corporate demand notes, in each case
(unless issued by a Lender or its holding company) rated at least A-l by Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. or
P-l by Moody’s Investors Service, Inc., (c) any certificate of deposit, time deposit or banker’s acceptance, maturing not more than one year after such time, or any overnight Federal funds
transaction that is issued or sold by any Lender or its holding company (or by a commercial banking institution that is a member of the Federal Reserve System and has a combined capital and surplus and undivided profits of not less than
$500,000,000), (d) any repurchase agreement entered into with any Lender (or commercial banking institution of the nature referred to in clause (c)) which (i) is secured by a fully perfected security interest in any obligation of the type
described in any of clauses (a) through (c) above and (ii) has a market value at the time such repurchase agreement is entered into of not less than 100% of the repurchase obligation of such Lender (or other commercial banking institution)
thereunder, (e) money market accounts or mutual funds which invest exclusively in assets satisfying the foregoing requirements, and (f) other short term liquid investments approved in writing by Administrative Agent. 

“CB Purchase Agreement” means that certain Unit Purchase Agreement, dated as of the Original Closing Date, by
and among, Holdings, as buyer, Montgomery Ventures Investments, LLC, as seller, CycleBar Holdco, LLC, a Delaware limited liability company, and the CB Principals (as defined therein) named therein. 

“CBF” means CycleBar Franchising, LLC, an Ohio limited liability company. 

“CFC” means any (i) foreign Subsidiary that is a “controlled foreign corporation”
within the meaning of Section 957 of the Code or (ii) domestic Subsidiary substantially all of the assets 

  
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of which consist of the stock of one or more foreign Subsidiaries each of which is a “controlled foreign corporation” within the meaning of Section 957 of the Code.

 “Change in Law” means the adoption or phase-in of, or any change
in, in each case after the date of this Agreement, any applicable law, rule, or regulation, or any change in the interpretation or administration of any applicable law, rule, or regulation by any governmental authority, central bank, or comparable
agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) of any such authority, central bank, or comparable agency. For purposes of this
Agreement, the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, or directives thereunder or issued in connection therewith, and all requests, rules, guidelines, or directives promulgated by the Bank for
International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, will, in each case, be deemed to have been adopted and
gone into effect after the date of this Agreement. 
 “Change of Control” means the occurrence of any of
the following events: (a) Sponsor shall cease to, directly or indirectly, (i) own and control at least 51% of the economic and voting interests of Holdings or (ii) possess the right to elect (through contract, ownership of voting
securities or otherwise) at all times a majority of the Governing Body of Holdings or to direct the management policies and decisions of Holdings; (b) Sponsor shall receive consideration in excess of $20,000,000 from the sale or disposition of
the Capital Securities of Holdings (or of any direct or indirect parent of Holdings); or (c) Holdings shall cease to, directly or indirectly, own or control 100% (or in the case of a Subsidiary that is not a Wholly-Owned Subsidiary, the
applicable percentage owned by Holdings of such Subsidiary on the Closing Date) of each class of the outstanding Capital Securities of each Loan Party and Subsidiary (other than (i) Holdings, (ii) in the case of a Subsidiary that is not a
Wholly-Owned Subsidiary, the applicable percentage of such entity owned by Holdings on the Closing Date and (iii) any Loan Party or Subsidiary that ceases to exist or is otherwise sold, transferred or otherwise disposed of following a
transaction permitted by Section 11.5). 
 “Closing Date” is defined in Section 12.1. 

“Closing Date Acquisition” is defined in the recitals of this Agreement. 

“Club Pilates Purchase Agreement” means that certain Unit Purchase Agreement by and among TPG Growth III
Fitness, LP, as Buyer, the Holders of all units of the Company, Club Pilates Franchise, LLC, as the Company, and Anthony Geisler, in his individual capacity and as the unitholder representative dated as of May 2, 2017. 

“Club Pilates Royalty Buyout” means the buy-out price payable by Club
Pilates Franchise, LLC to St. Gregory Development Group, LLC in respect of the exercise of the buyout of its performance bonus obligation pursuant to that certain Independent Contractor Agreement, dated June 1, 2015, by and between St. Gregory
Development Group and Club Pilates Franchise, LLC. 
 “Code” means the Internal Revenue Code of 1986, as
amended. 

  
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 “Collateral” means “Collateral” (as
defined in the Guaranty and Collateral Agreement) and any and all other property now or hereafter securing Obligations. 

“Collateral Access Agreement” means an agreement in form and substance reasonably satisfactory to
Administrative Agent pursuant to which a mortgagee or lessor of real property on which collateral is stored or otherwise located, or a warehouseman, processor or other bailee of Inventory or other property owned by any Loan Party, acknowledges the
Liens of Administrative Agent, waives or subordinates any Liens held by such Person on such property, and, in the case of any such agreement with a mortgagee or lessor, permits Administrative Agent reasonable access to and use of such real property
following the occurrence and during the continuance of an Event of Default to remove or sell any Collateral stored or otherwise located thereon. 

“Collateral Documents” means, collectively, the Guaranty and Collateral Agreement, each Mortgage, each
Mortgage Related Document, each Collateral Access Agreement, each Pledge Agreement, each Intellectual Property Security Agreement, each control agreement, the Insurance Assignments, the Reaffirmation Agreement and any other agreement or instrument
pursuant to which Borrower or any Loan Party grants or purports to grant collateral to Administrative Agent for the benefit of the Lenders or otherwise relates to such Collateral. 

“Commitment” means, as to any Lender, such Lender’s commitment to make Loans under this Agreement, and
to issue or participate in Letters of Credit, under this Agreement. The initial amount of each Lender’s Commitment is set forth on Annex A. 

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time
to time, and any successor statute. 
 “Companies” means AKTF; CPF; Cycle Bar Holdco, LLC, a Delaware
limited liability company; LBF; LBIP; LBP; Pure Barre; RHF; RHT; SLF; St. Gregory Holdco, LLC, a Delaware limited liability company; Holdings, Intermediate Holdings; Xponential Fitness LLC; and Yoga Six. 

“Companies’ Knowledge” means the knowledge of (i) any of the following personnel of the Companies
or any of their Subsidiaries, as imputed to such personnel after reasonable inquiry and investigation: Jeffrey D. Herr, James M. Jagers, Anthony Geisler, Megan Moen, John Meloun and Shaun Grove, (ii) any other senior officer involved in
franchise operations or sales of any such Companies or any of their Subsidiaries and (iii) any other Person who has been identified in Item 2 of any Franchisor’s FDDs within the past three (3) years, which Item 2s are incorporated
herein by reference. 
 “Compliance Certificate” means a Compliance Certificate in substantially the form
of Exhibit B. 
 “Computation Period” means each period of four consecutive Fiscal Quarters ending on the
last day of a Fiscal Quarter. 
 “Consolidated Depreciation and Amortization Expense” means, with respect
to any Person for any period, the total amount of depreciation and amortization expense of such Person and its Subsidiaries, including the amortization of deferred financing fees, intangible assets (including goodwill), debt issuance costs,
commissions, fees and expenses of such Person and its 

  
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 Subsidiaries for such period on a consolidated basis and otherwise determined in accordance
with GAAP. 
 “Consolidated Net Income” means, with respect to Holdings and its Subsidiaries for any
period, the consolidated net income (or loss) of Holdings and its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP (other than (x) the recognition of franchise fee income (including without limitation
related income arising out of equipment sales the proceeds of which have been received) which income it is agreed will continue to be recognized at the time of signing of a new franchise agreement consistent with past practices and any change
thereto shall require the consent of the Administrative Agent in its sole discretion in writing and (y) other deviations from GAAP as are consented to by the Administrative Agent in its sole discretion in writing) excluding (i) any after
tax gains or non-cash losses attributable to the sale, exchange or other disposition of assets outside the ordinary course of business, (ii) any extraordinary, unusual or
non-recurring gains or non-cash losses, charges or expenses, and (iii) any non-cash gains and
non-cash losses from any Hedging Obligation or any ineffectiveness recognized in earnings related to qualifying hedge transactions or the fair value of changes therein recognized in earnings for derivatives
that do not qualify as hedge transactions, in each case, in respect of Hedging Obligations. 
 “Contingent
Liability” means, with respect to any Person, each obligation and liability of such Person and all such obligations and liabilities of such Person incurred pursuant to any agreement, undertaking or arrangement by which such Person:
(a) guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to, or otherwise to invest in, a debtor, or otherwise to
assure a creditor against loss) the indebtedness, dividend, obligation or other liability of any other Person in any manner (other than by endorsement of instruments in the course of collection), including any indebtedness, dividend or other
obligation which may be issued or incurred at some future time; (b) guarantees the payment of dividends or other distributions upon the Capital Securities of any other Person; (c) undertakes or agrees (whether contingently or otherwise):
(i) to purchase, repurchase, or otherwise acquire any indebtedness, obligation or liability of any other Person or any property or assets constituting security therefor, (ii) to advance or provide funds for the payment or discharge of any
indebtedness, obligation or liability of any other Person (whether in the form of loans, advances, stock purchases, capital contributions or otherwise), or to maintain solvency, assets, level of income, working capital or other financial condition
of any other Person, or (iii) to make payment to any other Person other than for value received; (d) agrees to lease property or to purchase securities, property or services from such other Person with the purpose or intent of assuring the
owner of such indebtedness or obligation of the ability of such other Person to make payment of the indebtedness or obligation; (e) induces the issuance of, or in connection with the issuance of, any letter of credit for the benefit of such
other Person; or (f) undertakes or agrees otherwise to assure a creditor against loss. The amount of any Contingent Liability shall (subject to any limitation set forth herein) be equal to the amount of the liability so guaranteed or otherwise
supported or, if less, the amount to which such Contingent Liability is specifically limited. 
 “Controlled
Group” means all members of a controlled group of corporations, all members of a controlled group of trades or businesses (whether or not incorporated) under common control and all members of an affiliated service group which, together with
Borrower or 

  
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any of its Subsidiaries, are treated as a single employer under Section 414(b) or (c) of the Code or, solely with respect to Section 412 of the Code, Section 414(m) or
(o) of the Code. 
 “CPF” means Club Pilates Franchise, LLC, a Delaware limited liability company.

 “Current Assets” means, with respect to any Person, all current assets of such Person as of any date of
determination calculated in accordance with GAAP, but excluding cash, Cash Equivalent Investments and debts due from Affiliates. 

“Current Liabilities” means, with respect to any Person, all liabilities that should, in accordance with
GAAP, be classified as current liabilities, and in any event shall include all Debt payable on demand or within one year from any date of determination without any option on the part of the obligor to extend or renew beyond such year, all accruals
for federal or other taxes based on or measured by income and payable within such year, but excluding the current portion of long-term debt required to be paid within one year, the aggregate outstanding principal balance of the Revolving Loan or the
Term Loan and any outstanding letters of credit. 
 “Debt” of any Person means, without duplication,
(a) all indebtedness of that Person for borrowed money; (b) all indebtedness evidenced by bonds, debentures, notes or similar instruments; (c) all obligations of that Person as lessee under Capital Leases which have been or should be
recorded as liabilities on a balance sheet of that Person in accordance with GAAP as in effect as of the Closing Date and shall not be treated as a Capital Lease as a result of the adoption of changes in GAAP or changes in the application of GAAP;
(d) all obligations of that Person to pay the deferred purchase price of property or services (excluding trade or similar accounts payable incurred in the ordinary course of business); (e) all indebtedness secured by a Lien on the property of
that Person, whether or not that indebtedness has been assumed by that Person, but if that Person has not assumed or otherwise become liable for that indebtedness, then that indebtedness will be measured at the fair market value of the property
securing that indebtedness at the time of determination; (f) all obligations, contingent or otherwise, with respect to the face amount of all letters of credit (whether or not drawn), bankers’ acceptances, and similar obligations issued
for the account of that Person (including the Letters of Credit); (g) all Hedging Obligations of that Person; (h) all Contingent Liabilities of that Person; (i) all Debt of any partnership of which that Person is a general partner;
(j) all non-compete payment obligations, earn-outs, and similar obligations; (k) all monetary obligations under any receivables factoring, receivable sale, or similar transactions and all monetary
obligations under any synthetic lease, tax ownership/operating lease, off-balance sheet financing, or similar financing; and (l) any Disqualified Equity Interests of that Person or other equity instrument
of that Person, whether or not mandatorily redeemable, that under GAAP is characterized as debt, whether pursuant to financial accounting standards board issuance No. 150 or otherwise. 

“Debt to be Repaid” means Debt listed on Schedule 12.1. 

“Default” means any event that, if it continues uncured, will, with lapse of any applicable cure period or
notice or both, constitute an Event of Default. 
 “Defaulting Lender” means any Lender that (a) has
failed to fund any portion of the Loans or participations in Letters of Credit required to be funded by it hereunder within one 

  
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Business Day of the date required to be funded by it hereunder, (b) has otherwise failed to pay over to Administrative Agent or any other Lender any other amount required to be paid by it
hereunder within one Business Day of the date when due, unless the subject of a good faith dispute, (c) has been deemed or has a parent company that has been deemed insolvent or become the subject of a bankruptcy or Insolvency Proceeding,
(d) has notified Borrower, Administrative Agent, any Issuing Lender or any Lender that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to
comply with its funding obligations under this Agreement or under other agreements in which it commits to extend credit or (e) has failed to confirm within three Business Days of a request by Administrative Agent that it will comply with the
terms of this Agreement relating to its obligations to fund Loans and participations in then outstanding Letters of Credit. 

“Designated Proceeds” is defined in Section 6.2.2(a). 

“Development Agreement” means an agreement between any Company or any Subsidiary and a Franchisee under which
the Franchisee has been granted the right to open more than one Franchise under the trade name of such Company or such Subsidiary within a designated geographical area and within a defined period of time, including any addendum, amendment, extension
or renewal thereof, and together with any guarantee or other instrument or agreement relating thereto. 

“Disposition” is defined in the definition of Asset Disposition. 

“Disqualified Equity Interest” means any Capital Security that, by its terms (or by the terms of any security
or other Capital Security into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition, in each case before the date that is 180 days after the Termination Date, (a) matures or is mandatorily
redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking-fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change
of control or asset sale event are subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments); (b) is redeemable at the option of the holder thereof (other than
solely for Qualified Equity Interests), in whole or in part; (c) provides for the scheduled payments of dividends in cash; or (d) is or becomes convertible into or exchangeable for Debt or any other Capital Securities that would constitute
Disqualified Equity Interests. 
 “Disqualified Lender” means so long as no Specified Event of Default
under clauses (i) or (ii) of such definition has occurred and is continuing (a) each of those certain banks, financial institutions and other institutional lenders and entities identified on Schedule 1.1(a) as delivered and acceptable to
Administrative Agent on the Closing Date (which schedule (i) may be updated from time to time with the written consent of Administrative Agent (which consent shall not be unreasonably withheld) and (ii) shall be limited to five or less
entities at all times), (b) each competitor of any Loan Party that is identified in writing by Borrower to Administrative Agent and (c) in the case of each of clauses (a) and (b), any of their Affiliates (excluding any fund that is
primarily engaged in the making, purchasing, holding or otherwise investing in commercial loans and other similar extensions of credit in the ordinary course) that are either (i) identified in 

  
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writing by Borrower to Administrative Agent on or before the Closing Date with respect to affiliates of the financial institutions referenced in clause (a) or at any time with respect to the
competitors referenced in clause (b) or (ii) readily identifiable on the basis of such Affiliate’s name. 

“Dividend Payment Conditions” means, with respect to any Person, that each of the following are true as of
any relevant date of determination both before and after giving effect to any distribution (w) EBITDA shall be at least $32,000,000 calculated for the trailing twelve (12)-month period ending on the last day of the most recently completed
fiscal quarter with respect to which the Administrative Agent has received financial statements pursuant to Section 10.1.2, (x) the Total Debt to EBITDA Ratio for the twelve month period ending as of the calendar month then most recently ended
for which financial statements pursuant to Section 10.1.1 or 10.1.2 have been delivered to Administrative Agent (such pro forma ratio to be determined as if such payment was made as of the first day of such period covered thereby), is the
lesser of (i) 4.25:1.00 and (ii) the applicable compliance level for the most recently ended Fiscal Quarter less 0.25, (y) Borrower shall have Liquidity of at least $2,000,000 before and after giving effect to the proposed payment and
(z) the Fixed Charge Coverage Ratio for the twelve month period ending as of the calendar month then most recently ended for which financial statements pursuant to Section 10.1.1 or 10.1.2 have been delivered to Administrative Agent (such
pro forma ratio to be determined as if any Existing Earn-Out Obligation was a Fixed Charge), is no less than 1.20:1.00. 

“Dollar” and the sign “$” mean lawful money of the United States of America. 

“EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person for
such period: 
  

	 	(a)	 increased (without duplication) by the following, in each case (other than clauses (vii) and (ix)) to
the extent deducted (and not added back) in determining Consolidated Net Income for such period: 


  

	 	(i)	 any provision for (or less any benefit, including income tax credits and refunds, from) income taxes
(including franchise, gross receipts and single business taxes imposed in lieu of income taxes); plus 


  

	 	(ii)	 Consolidated Depreciation and Amortization Expense of such Person for such period; plus



  

	 	(iii)	 the amount of any documented and clearly identifiable restructuring charges; provided that the amounts added
to EBITDA pursuant to this clause (iii) shall not exceed 25% of EBITDA for the period ending after September 30, 2018 but on or prior to December 31, 2019 (provided that no more than 15% of such amount is derived from Pure Barre and
no more than 10% of such amount is derived from Loan Parties other than Pure Barre) and 5% of EBITDA for any period ending after December 31, 2019; 



  
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	 	 and provided further, that amounts added to EBITDA pursuant to this clause (iii) when aggregated with
amounts added to EBITDA pursuant to clause (vi) (other than pursuant to clause (vi)(1)), clause (vii) and Section 1.3(c) shall not exceed (i) 40% of EBITDA for any period ending after December 31, 2018 but on or prior to
March 31, 2019, (ii) 35% of EBITDA for any period ending after March 31, 2019 but on or prior to June 30, 2019, (iii) 30% of EBITDA for any period ending after June 30, 2019 but on or prior to September 30, 2019, (iv) 25% of
EBITDA for any period ending after September 30, 2019 but on or prior to December 31, 2019 and (iv) 10% of EBITDA for any period ending thereafter; plus 



 

	 	(iv)	 any other non-cash charges or adjustments, including (A) any
write offs or write downs reducing Consolidated Net Income for such period, (B) equity-based awards compensation expense and expenses related to or associated with deferred compensation programs, (C) losses on sales, disposals or
abandonment of, or any impairment charges or asset write-down or write-off related to, intangible assets, long-lived assets, inventory and investments in debt and equity securities, (D) all losses from
investments recorded using the equity method, (E) charges for facilities closed prior to the applicable lease expiration, and (F) non-cash expenses in connection with new studio or other facility
openings and closings; plus 


  

	 	(v)	 the amount of (i) board of directors fees not to exceed $500,000 in the aggregate for such period and
(ii) any management, monitoring, consulting and advisory fees (including termination and transaction fees) and related indemnities and expenses paid or accrued in such period under the Management Agreement; plus 



 

	 	(vi)	 (1) all fees, costs, charges or expenses in connection with acquisitions and Investments (including
Permitted Acquisitions) including without limitation, consulting fees paid in connection with the Closing Date Acquisition, whether or not such acquisitions are consummated; provided, (A) with respect to acquisitions and Investments (other than
the Closing Date Acquisition) that are consummated after the Closing Date, such fees, costs, charges or expenses (a) are incurred within 120 days following the consummation of such acquisition or Investment and (b) shall not exceed (i)
$4,000,000 in the aggregate in any period ending on or prior to December 31, 2019 and (ii) $1,500,000 for any period ending after December 31, 2019, and (B) with respect to acquisitions and Investments which are not consummated, the
aggregate amount of such fees, costs, charges or expenses added back shall not exceed (x) $1,275,000 in the aggregate for such period with respect to any period ending on or prior to March 31,




  
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2019 and (y) $680,000 in the aggregate for such period with respect to any period ending after March 31, 2019 and (2) the amount of extraordinary, nonrecurring or unusual losses
(including all fees and expenses relating thereto), charges or expenses, integration costs, transition costs, pre-opening, opening, consolidation and closing costs for facilities or studios, costs and
operating expenses incurred in connection with any strategic initiatives or attributable to the implementation of cost saving initiatives, costs or accruals or reserves incurred in connection with acquisitions (including the Related Transactions and
Permitted Acquisitions, and whether or not such acquisitions are consummated) whether on, after or prior to the Closing Date, other business optimization expenses (including costs and expenses relating to business optimization programs and new
systems design and implementation costs), severance costs and expenses, one-time compensation charges, retention or completion bonuses, executive recruiting costs, consulting fees, restructuring costs and
reserves, and curtailments or modifications to pension and postretirement employee benefit plans; provided, that the amounts added to EBITDA pursuant to this clause (vi)(2) shall not exceed 20% of EBITDA for such period; and provided further, that
amounts added to EBITDA pursuant to this clause (vi) (other than pursuant to clause (vi)(1)) when aggregated with amounts added to EBITDA pursuant to Section 1.3(c), clause (iii) and clause (vii) shall not exceed (i) 40% of EBITDA for
any period ending after December 31, 2018 but on or prior to March 31, 2019, (ii) 35% of EBITDA for any period ending after March 31, 2019 but on or prior to June 30, 2019 (iii) 30% of EBITDA for any period ending after
June 30, 2019 but on or prior to September 30, 2019, (iv) 25% of EBITDA for any period ending after September 30, 2019 but on or prior to December 31, 2019 and (iv) 10% of EBITDA for any period ending thereafter; plus



  

	 	(vii)	 the amount of “run-rate” cost savings, cost synergies and
operating expense reductions related to restructurings, cost savings initiatives or other initiatives that are projected by the Borrower in good faith to result from Permitted Acquisitions and Investments permitted by Section 11.11 (1) with
respect to which substantial steps have been taken, in each case, during the 15 month period following such Permitted Acquisition or Investment and (2) with respect to which substantial steps are expected to be taken (in the good faith
determination of the Borrower) on or before June 30, 2019 in an amount not to exceed $900,000 in any such period (provided that in each case, such cost savings, cost synergies or operating expense reductions shall be certified by management of
the Borrower and calculated on a pro forma basis as though such cost savings, cost synergies or operating expense reductions had been realized on the 



  
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	 	 first day of such period), net of the amount of actual benefits realized from such actions during such period
(it is understood and agreed that “run-rate” means the full recurring benefit that is associated with any action taken or with respect to which substantial steps have been taken (which adjustments
shall exclude the annualization of any studio royalties and may be incremental to (but not duplicative of) pro forma cost savings, cost synergies or operating expense reduction adjustments made pursuant to Section 1.3(c)); provided that such
cost savings, cost synergies and operating expenses are (i) reasonably identifiable and factually supportable; and (ii) shall not exceed $2,500,000 with respect to Pure Barre and $1,000,000 with respect to all other brands (excluding
amounts associated with brands related to the Original Related Transactions in an amount not to exceed $1,250,000); and provided further that the amounts added to EBITDA pursuant to this clause (vii) shall not exceed 20% of EBITDA for such
period; and provided further, that amounts added to EBITDA pursuant to this clause (vii) when aggregated with amounts added to EBITDA pursuant to clause (iii) and clause (vi) (other than pursuant to clause (vi)(1)) shall not exceed (i) 40%
of EBITDA for any period ending after December 31, 2018 but on or prior to March 31, 2019, (ii) 35% of EBITDA for any period ending after March 31, 2019 but on or prior to June 30, 2019 (iii) 30% of EBITDA for any period ending
after June 30, 2019 but on or prior to September 30, 2019, (iv) 25% of EBITDA for any period ending after September 30, 2019 but on or prior to December 31, 2019 and (iv) 10% of EBITDA for any period ending thereafter; plus



  

	 	(viii)	 any non-cash costs or expense incurred by Holdings or a Subsidiary
pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement; plus 


  

	 	(ix)	 cash receipts (or any netting arrangements resulting in reduced cash expenditures) not representing EBITDA
or Consolidated Net Income in any period to the extent non-cash gains relating to such income were deducted in the calculation of EBITDA pursuant to clause (b) below for any previous period and not added
back; plus 


  

	 	(x)	 Interest Expense for such period; plus 



 

	 	(xi)	 to the extent covered by insurance and actually reimbursed in cash, expenses with respect to liability or
casualty events; plus 


  

	 	(xii)	 any proceeds of a business interruption insurance claim actually received in cash and solely to the extent
replacing lost profits; plus 



  
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	 	(xiii)	 any losses or start-up costs or expenses (excluding marketing costs
and expenses funded or reasonably and in good faith expected to be funded with amounts contributed by franchisees in to marketing funds) incurred and reducing Consolidated Net Income for such period; provided that with respect to any test period,
such amounts (A) be solely and directly attributable to any brand acquired by Borrower or any other Loan Party during the trailing twelve month period following the acquisition of such brand, (B) shall not exceed an amount equal to (i)
$1,000,000 with respect to any brand in any period, (ii) $5,000,000, in the aggregate for all brands in any period ending on or prior to June 30, 2019, (iii) $2,500,000 in the aggregate for all brands in any period ending after June 30,
2019 but on or prior to December 31, 2019, (iv) $1,500,000 in the aggregate for any period ending after December 31, 2019 but on or prior to March 31, 2020, (v) $1,000,000 in the aggregate for any period ending after March 31,
2020 but on or prior to June 30, 2020 and (vi) $0 in the aggregate for an period ending after June 30, 2020 and (C) be supported by documentation to the satisfaction of the Administrative Agent; plus 



 

	 	(xiv)	 [intentionally omitted]; plus 



 

	 	(xv)	 solely with respect to the testing of financial covenants all reasonable and documented fees or expenses
incurred or paid by Holdings, Borrower or any Subsidiary in connection with the consummation of the Original Related Transactions, including payments to officers, employees and directors as change of control payments, severance payments and charges
for repurchase or rollover of, or modifications to, stock options, provided that such fees or expenses shall not (together with all adjustments pursuant to clause (xiii)) exceed $3,955,000 in the aggregate and shall be incurred within 180 days of
the Closing Date; plus 


  

	 	(xvi)	 all reasonable and documented fees, costs, charges or expenses incurred or paid by Holdings, Borrower or any
Subsidiary in connection with the consummation of the Closing Date Acquisition, including payments to officers, employees and directors as change of control payments, severance payments and charges for repurchase or rollover of, or modifications to,
stock options; provided that such fees, costs, charges or expenses shall not exceed $5,000,000 in the aggregate and shall be incurred within 180 days of the Closing Date; plus 



 

	 	(xvii)	 to the extent funded with proceeds of Incremental Loans and deducted from Consolidated Net Income, up to
$10,000,000 invested by the Borrowers on or prior to December 31, 2019 in 



  
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franchisees in exchange for longer contract terms from such franchisees. 


  

	 	(b)	 decreased (without duplication) by the following, in each case to the extent included in determining
Consolidated Net Income for such period: 


  

	 	(i)	 non-cash gains increasing Consolidated Net Income of such Person for
such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced EBITDA in any prior period; plus 



 

	 	(ii)	 any non-cash gains with respect to cash actually received in a prior
period unless such cash did not increase EBITDA in such prior period; plus 


  

	 	(iii)	 extraordinary gains and unusual or non-recurring gains (less all
fees and expenses relating thereto); plus 


  

	 	(iv)	 in each case to the extent included in determining such Consolidated Net Income for such period and without
duplication, the amount of positive EBITDA of Subsidiaries that have not guaranteed the Obligations hereunder and provided Liens on their assets securing the Obligations for such period; 



 

	 	(c)	 increased or decreased (without duplication) by, as applicable, any adjustments resulting from the
application of FASB Accounting Standards Codification 460, Guarantees. 


 For purposes of determining compliance with any
financial test or ratio hereunder, EBITDA (computed in accordance with the terms of this definition) of any Target acquired in a Permitted Acquisition by Holdings or any Subsidiary during such period shall be included in determining EBITDA of
Holdings and its Subsidiaries for any period as if such Target was acquired at the beginning of such period. Notwithstanding the foregoing, the amount added to EBITDA pursuant to Section 1.3(c), clauses (a)(iii), (a)(vi) (other than pursuant to
clause (a)(vi)(1)), (a)(vii) and (a)(xiii) may in the aggregate not exceed (i) 55% of EBITDA of Holdings and its Subsidiaries for any period ending on or prior to December 31, 2018 (provided that EBTIDA attributable to Pure Barre shall not
exceed $6,000,000 of such amount), (ii) 50% of EBITDA of Holdings and its Subsidiaries for any period ending after December 31, 2018 but on or prior to March 31, 2019 (provided that EBTIDA attributable to Pure Barre shall not exceed
$6,000,000 of such amount), (iii) 45% of EBITDA of Holdings and its Subsidiaries for any period ending after March 31, 2019 but on or prior to June 30, 2019 (provided that EBTIDA attributable to Pure Barre shall not exceed $6,000,000 of
such amount), (iv) 40% of EBITDA of Holdings and its Subsidiaries for any period ending after June 30, 2019 but on or prior to September 30, 2019 (provided that EBTIDA attributable to Pure Barre shall not exceed $6,000,000 of such amount),
(v) 35% of EBITDA of Holdings and its Subsidiaries for any period ending after September 30, 2019 but on or prior to December 31, 2019 (provided that EBTIDA attributable to Pure Barre 

  
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shall not exceed $6,000,000 of such amount), and (vii) 20% of EBITDA of Holdings and its Subsidiaries for any period ending thereafter. 

“ECF Percentage” means 75%; provided in the event that the Total Debt to EBITDA Ratio as of the most recently
ended Fiscal Quarter is less than or equal to 2.50:1.00, then the ECF Percentage shall be reduced to 50%. 
 “EEA
Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority; (b) any entity established in an EEA Member
Country which is a parent of an institution described in clause (a) of this definition; or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses
(a) or (b) of this definition and is subject to consolidated supervision with its parent; 
 “EEA
Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway. 

“EEA Resolution Authority” means any public administrative authority or any person entrusted with public
administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution. 

“Eligible Assignee” means (a) a Lender, (b) the Issuing Lender, (c) an Affiliate of a Lender
or the Issuing Lender; (d) an Approved Fund of a Lender; and (e) any Person (other than a natural Person) engaged in making, purchasing, holding or otherwise investing in commercial loans in its ordinary course of activities; provided that
“Eligible Assignee” shall in no event include any Disqualified Lender. 
 “Environmental
Agreement” means each agreement of the Loan Parties with respect to any real estate subject to a Mortgage, pursuant to which Loan Parties agree to indemnify and hold harmless Administrative Agent and Lenders from liability under any
Environmental Laws. 
 “Environmental Claims” means all claims, however asserted, by any governmental,
regulatory or judicial authority or other Person alleging potential liability or responsibility for violation of any Environmental Law, or for release of Hazardous Substances. 

“Environmental Laws” means all applicable and legally-binding present or future federal, state, provincial or
local laws, statutes, common law duties, rules, regulations, ordinances and codes, together with all administrative or judicial orders, consent agreements, directed duties, requests, licenses, authorizations and permits of, and agreements with, any
governmental authority, in each case relating to any matter arising out of or relating to public or worker health and safety (related to Hazardous Substances), or pollution or protection of the environment, including any of the foregoing relating to
the presence, use, production, generation, handling, transport, treatment, storage, disposal, distribution, discharge, emission, release, threatened release, control or cleanup of any Hazardous Substance. 

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended. 

  
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 “EU Bail-In Legislation
Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time. 

“Event of Default” means any of the events described in Section 13.1. 

“Excess Cash Flow” means, for any period, the remainder of (a) EBITDA for such period, plus the
sum of, (i) the amount of positive EBITDA of Subsidiaries that have not guaranteed the Obligations hereunder and provided Liens on their assets securing the Obligations for such period in an amount not to exceed the amount of cash distributed
by such Subsidiary to a Loan Party during such period and (ii) any net decrease in the Working Capital Adjustment during such period, minus (b) the sum, without duplication, of (i) scheduled repayments of principal of the Term
Loans and other Funded Debt (other than payments of revolving Debt that do not include a dollar-for-dollar commitment reduction) permitted hereunder and made during such
period, plus (ii) voluntary prepayments of the Term Loan pursuant hereto during such period and voluntary prepayments of the Revolving Loans during such period that are accompanied by a dollar-for-dollar reduction of the Revolving Commitments, plus (iii) cash payments permitted hereunder and made during such period with respect to unfinanced (whether with equity or Debt) Capital
Expenditures, plus (iv) all income and franchise taxes paid in cash by the Loan Parties during such period (including, without limitation (but without duplication), Tax Distributions) net of refunds actually received in cash during such
period, plus (v) cash Interest Expense (net of interest income) of the Loan Parties during such period, plus (vi) in each case solely to the extent added in determining EBITDA for such period and without duplication of any of
the foregoing, any other amounts paid in cash and added back to EBITDA pursuant to the definition thereof, plus (vii) any net increase in Working Capital Adjustments during such period and plus (viii) cash payments (not
financed with the proceeds of Equity (including the Available Amount) or Debt other than Revolving Loans) made in such period with respect to Permitted Acquisitions. 

“Excluded Accounts” means any deposit accounts (a) having in the aggregate for all such accounts average
daily cash balances not to exceed $150,000, (b) any deposit account used solely for the purposes of (i) payroll and accrued payroll benefits, (ii) current and accrued taxes, including withholding taxes, (iii) 401(k) or other retirement
plans and employee benefits or healthcare benefits, or (iv) other trust accounts, (c) that are zero balance accounts or (d) in connection with providing cash collateral to secure letters of credit permitted hereunder. 

“Excluded Swap Obligation” means, with respect to any guarantor of a Swap Obligation, including the grant of
a security interest to secure the guaranty of such Swap Obligation, any Swap Obligation if, and to the extent that, such Swap Obligation is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures
Trading Commission (or the application or official interpretation of any thereof) by virtue of such guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the
regulations thereunder at the time the guaranty or grant of such security interest becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply
only to the portion of such Swap Obligation that is attributable to swaps for which such Swap Obligation or security interest is or becomes illegal. 

  
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 “Excluded Taxes” means any of the following Taxes imposed
on or, with respect to any Lender or Administrative Agent (i) Taxes based upon, or measured by overall net income, overall net receipts, or overall net profits (including franchise taxes imposed in lieu of such Taxes and including branch
profits Taxes), but only to the extent such Taxes are imposed by a taxing authority (a) in a jurisdiction in which such Lender or Administrative Agent is organized, imposed as a result of such Lender or Administrative Agent being organized
under the laws of such jurisdiction, (b) in a jurisdiction in which a Lender’s or Administrative Agent’s principal office is located, imposed as a result of such Lender or Administrative Agent’s principal office being located in
such jurisdiction, (c) in a jurisdiction in which such Lender’s lending office in respect of which payments under this Agreement are made is located, or (d) as a result of any other present or former connection between such Lender or
the Administrative Agent and the jurisdiction imposing such Tax (other than connections arising solely from such Lender or the Administrative Agent having executed, delivered, become a party to, performed its obligations under, received payments
under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document) (“Other Connection Taxes”), (ii) in the case
of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to applicable law in effect on the date on which (a) such Lender
acquires such interest in the Loan or Commitment or (b) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 7.6, amounts with respect to such Taxes were payable either to such Lender’s
assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, and (iii) any U.S. federal withholding Taxes imposed pursuant to FATCA. 

“Existing Earn-Out Obligations” means amounts owing by Holdings to
the Sellers (as defined in the CB Purchase Agreement) pursuant to Section 2.5 of the CB Purchase Agreement in an aggregate amount not to exceed $15,000,000. 

“Existing Loan Document” means the Existing Credit Agreement and all “Loan Documents” as such term
was defined in the Existing Credit Agreement. 
 “Existing Term A Loans” means the Term Loans as such term
was defined in the Existing Credit Agreement. 
 “Extraordinary Receipts” means any cash received by or
paid to or for the account of any Loan Party not in the ordinary course of business consisting of (a) pension plan reversions, (b) proceeds of insurance (including business interruption insurance and representation and warranty insurance), (c)
judgments, proceeds of settlements or other consideration of any kind in connection with any cause of action (other than with respect to reimbursement of third party claims), (d) condemnation awards (and payments in lieu thereof), (e) indemnity
payments (other than with respect to reimbursement of third party claims), (f) any purchase price adjustment received in connection with any purchase (other than a working capital adjustment), and (g) foreign, United States, state or local tax
refunds to the extent not included in the calculation of EBITDA. 

  
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 “FATCA” means Sections 1471 through 1474 of the Code, as of
the date of this Agreement (or any amended or successor version that is substantively comparable), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and
any applicable intergovernmental agreement with respect thereto, and any fiscal or regulatory legislation, rules or practices adopted pursuant to any such intergovernmental agreement, or treaty or convention among governmental authorities and
implementing the foregoing. 
 “FCF” means Fueled Collective Franchising, LLC, an Ohio limited liability
company. 
 “FDD” means the Franchise Disclosure Document and its predecessor, Uniform Franchise Offering
Circular, and similar documents used in the offer and sale of franchises anywhere in the world by any Company or any of their Subsidiaries in its efforts to comply with any Franchise Laws. 

“Federal Funds Rate” means, for any day, a fluctuating interest rate equal for each day during such period to
the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business
Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by Administrative Agent from three Federal funds brokers
of recognized standing selected by Administrative Agent. Administrative Agent’s determination of such rate shall be binding and conclusive absent manifest error. 

“Fiscal Quarter” means a fiscal quarter of a Fiscal Year, which period is the
3-month period ending on the last day of each of March, June, September, and December of each year. 

“Fiscal Year” means the fiscal year of Borrower and its Subsidiaries, which period shall be the 12 month
period ending on December 31 of each year. 
 “Fixed Charge Coverage Ratio” means, for any Computation
Period, the ratio of (a) the total for such period of EBITDA (without giving effect to the final sentence thereof) minus the sum of (i) income taxes paid or payable in cash by the Loan Parties and their Subsidiaries (including without
duplication Tax Distributions) and (ii) all Capital Expenditures made by the by the Loan Parties and their Subsidiaries not financed with (x) the proceeds of Debt (other than Revolving Loans) or (y) Capital Securities (collectively,
such clauses (i)-(ii), the “Fixed Charge Adjustments”) to (b) Fixed Charges for such period; provided that for the purpose of calculating the Fixed Charge Coverage Ratio for any period ending prior to the expiration of
four full fiscal quarters since the Closing Date, Fixed Charges and the Fixed Charge Adjustments shall be deemed to be Fixed Charges and Fixed Charge Adjustments for the period from the Closing Date to and including the applicable date of
determination multiplied by a fraction equal to (x) 365 divided by (y) the number of days actually elapsed from the Closing Date to such applicable date of determination. 

“Fixed Charges” means, for any period of Holdings and its Subsidiaries on a consolidated basis the sum of the
sum for such period of (i) cash Interest Expense plus (ii) scheduled 

  
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payments (other than payments scheduled to be made on the applicable maturity date) of principal of Funded Debt (including the Term Loans and Permitted Seller Debt but excluding the Revolving
Loans and Permitted Earn-Outs) and (iii) management fees paid in cash to Sponsor. For the avoidance of doubt, Fixed Charges shall exclude any principal payments of the Revolving Loans. 

“Franchise Agreement” means any contract between a Franchisor and any other Person pertaining to the
establishment and operation of a business in connection with a Franchise and under the trade name or otherwise using the Franchise System of such Franchisor or such Subsidiary, including license agreements, option agreements, master franchise
agreements, multi-unit or area development agreements, Area Representative Agreements, Development Agreements, Master Franchise Agreements, and any similar agreements that cover the development or franchising of Franchises, and including any
addendum, amendment, extension or renewal thereof, and together with any guarantee or other instrument or agreement relating thereto. 

“Franchise Law” means the FTC Franchise Rule and any other domestic or foreign law regulating the offer or
sale of franchises, business opportunities, seller-assisted marketing plans, distributorships, independent marketing representative arrangements, or similar relationships, or governing the relationships between franchisors and franchisees,
manufacturers and dealers, or grantors and distributors or independent marketing representatives, including those laws that address the default, termination, nonrenewal or transfer of franchises, dealerships, distributorships and independent
marketing representative arrangements 
 “Franchise System” means any franchise system that any Company or
any Subsidiary has developed and operates (or permits other Persons to operate) under the trade name of the applicable Company or the applicable Subsidiary and otherwise using such Company’s or any Subsidiary’s intellectual property and
business system. 
 “Franchise” means any grant under a Franchise Agreement of the right to engage in or
carry on a business, or to sell or offer to sell any product or service, under or in association with any trademark owned or licensed to any Company or any Subsidiary, which constitutes a “franchise,” as that term is defined (a) in
the U.S., under (i) the FTC Franchise Rule, regardless of the jurisdiction in which the franchised business is located or operates in the U.S. or (ii) the Franchise Law, if any, applicable in the jurisdiction or jurisdictions in which the
franchised business is located or operates, or the Franchisee is located, or (b) under any law of a foreign country or jurisdiction. 

“Franchisee” means a Person who is a party to a Franchise Agreement with any Company or one of its
Subsidiaries. 
 “Franchisor” means each of AKTF, CBF, CPF, FCF, LBF, LBIP, LBP, Pure Barre, RHF, RHT, SLF,
S415 and Yoga Six, or any other Subsidiary that is a franchisor for the operation of fitness studios, health and wellness facilities or shared space concepts. 

“FRB” means the Board of Governors of the Federal Reserve System or any successor thereto. 

  
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 “FTC Franchise Rule” means the FTC trade regulation rule
entitled “Disclosure Requirements and Prohibitions Concerning Franchising,” 16 C.F.R Section 436.1 et seq. 

“Fueled Collective Build-Out” means the buildout construction of two
floors of the Fueled Collective studio located at 3825 Edwards Road, Suite 103, Cincinnati, OH 45209 owned or managed by Coworking Cincinnati, LLC. 

“Funded Debt” means, as to any Person, all Debt of such Person that matures more than one year from the date
of its creation (or is renewable or extendible, at the option of such Person, to a date more than one year from such date). Notwithstanding the foregoing, “Funded Debt” shall not include Letters of Credit. 

“GAAP” means generally accepted accounting principles set forth from time to time in the opinions and
pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and
authority within the U.S. accounting profession) and the Securities and Exchange Commission, which are applicable to the circumstances as of the date of determination. 

“GAAP Compliant Financial Statements” has the meaning specified in Section 10.1.2. 

“Governing Body” shall mean the board of directors or other body having the power to direct or cause the
direction of the management and policies of a person that is a corporation, partnership, trust, limited liability company, association, joint venture or other business entity. 

“Guarantor” means, collectively, each Person that guarantees payment or performance of any of the Obligations
under this Agreement or otherwise. 
 “Guaranty and Collateral Agreement” means the Guaranty and Collateral
Agreement dated as of the Closing Date executed and delivered by the Loan Parties, together with any joinders thereto and any other guaranty and collateral agreement executed by a Loan Party, in each case in form and substance satisfactory to
Administrative Agent. 
 “Hazardous Substances” means hazardous waste, hazardous substance, pollutant,
contaminant, toxic substance, oil, hazardous material, chemical or other substance regulated by any Environmental Law due to its toxic or hazardous characteristics. 

“Hedging Agreement” means any bank underwritten cash and/or derivative financial instrument including, but
not limited to, any interest rate, currency or commodity swap agreement, cap agreement, collar agreement, spot foreign exchange, forward foreign exchange, foreign exchange option (or series of options) and any other agreement or arrangement designed
to protect a Person against fluctuations in interest rates, currency exchange rates or commodity prices. 
 “Hedging
Obligation” means, with respect to any Person, any liability of such Person under any Hedging Agreement determined (a) for any date on or after the date that Hedging Agreement has been closed out and termination value determined in
accordance therewith, using that termination value; and (b) for any date prior to the date referenced in clause (a), using the 

  
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amount determined as the mark-to-market value for that Hedging Agreement, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in that Hedging Agreement (which may include a Lender or any Affiliate of a Lender). 

“Holdings” means H&W Franchise Holdings LLC, a Delaware limited liability company. 

“Holdings LLC Agreement” means that certain Fourth Amended and Restated Limited Liability Company Operating
Agreement of Holdings, dated as of October 25, 2018 (and as amended or modified from time to time in accordance with the terms hereof). 

“Increase Effective Date” is defined in Section 2.7.1. 

“Increase Notice” is defined in Section 2.7.1. 

“Increased Fiscal Quarter” is defined in Section 13.4. 

“Incremental Loan Commitment” means individually or collectively as the context may so require, any
Incremental Revolving Loan Commitment or Incremental Term Loan Commitment provided hereunder in accordance with the terms and conditions set forth in Section 2.7.1. 

“Incremental Loan Joinder Agreement” means a joinder agreement executed and delivered in accordance with the
provisions of Section 2.7. 
 “Incremental Loans” means individually or
collectively as the context may so require, any Incremental Revolving Loan or Incremental Term Loan made pursuant to the terms and conditions hereof. 

“Incremental Revolving Loan” is defined in Section 2.7.1. 

“Incremental Revolving Loan Commitment” is defined in Section 2.7.1 and equal to the amount set forth in
more detail pursuant to an Incremental Loan Joinder Agreement. 
 “Incremental Term Loan” is defined in
Section 2.7.1. 
 “Incremental Term Loan Commitment” is defined in Section 2.7.1 and equal to the
amount set forth in more detail pursuant to an Incremental Loan Joinder Agreement; provided that, at any time after the funding of an Incremental Term Loan, determination of “Required Lenders” shall include the outstanding amount of
such Incremental Term Loan. 
 “Indemnified Liabilities” is defined in Section 15.18. 

“Insolvency Proceeding” means any case or proceeding commenced by or against a Person under any state,
federal or foreign law for, or any agreement of such Person to, (a) the entry of an order for relief under the Bankruptcy Code, or any other insolvency, debtor relief or debt adjustment law; (b) the appointment of a receiver, trustee,
liquidator, administrator, 

  
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conservator or other custodian for such Person or any part of its property; or (c) a general assignment for the benefit of creditors. 

“Insurance Assignments” means, collectively, (i) that certain Collateral Assignment of Buyer’s
Representation and Warranty Insurance Policy as Collateral Security, dated as of the date hereof, by and among the Loan Parties party thereto, the Underwriting Representative (as defined therein) and the Administrative Agent and (ii) that
certain Collateral Assignment of Rights Under Business Interruption Insurance Policy, dated as of the date hereof, by and among the Loan Parties party thereto, the Insurer (as defined therein) and the Administrative Agent. 

“Interest Expense” means for any period the consolidated interest expense of Borrower and its Subsidiaries
for such period, including all interest on Capital Leases, all commissions, discounts and other fees and charges with respect to letters of credit, surety bonds and costs under any derivative or hedging instruments. 

“Interest Period” means, as to any LIBOR Loan, a period of one (1) month initially commencing on the
date such Loan is borrowed and thereafter commencing on the day on which the immediately preceding period expires; provided that: 

(a)        if any Interest Period would otherwise end on a day that is not a Business
Day, such Interest Period shall be extended to the following Business Day unless the result of such extension would be to carry such Interest Period into another calendar month, in which event such Interest Period shall end on the preceding Business
Day; and 
 (b)        any Interest Period that begins on a day for which there is
no numerically corresponding day in the calendar month at the end of such Interest Period shall end on the last Business Day of the calendar month at the end of such Interest Period. 

“Intermediate Holdings” means H&W Franchise Intermediate Holdings LLC, a Delaware limited liability
company. 
 “Intermediate Holdings LLC Agreement” means that certain Limited Liability Company Agreement of
Intermediate Holdings dated as of September 29, 2017 (and as amended or modified from time to time in accordance with the terms hereof). 

“Inventory” is defined in the Guaranty and Collateral Agreement. 

“Investment” means, with respect to any Person, any investment in another Person, whether by acquisition of
any debt or Capital Security, by making any loan or advance, by becoming obligated with respect to a Contingent Liability in respect of obligations of such other Person including any statutory division of a Person (other than travel and similar
advances to employees in the ordinary course of business) or by making an Acquisition. For purposes of calculating the amount of any Investment, the amount of such Investment shall be the amount actually invested, without adjustment for subsequent
increases or decreases in the value of such Investment. 
 “Issuing Lender” means any financial institution
that Administrative Agent and Borrower may approve to issue Letters of Credit for the account of Borrower, and their successors and 

  
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assigns in such capacity. As of the Closing Date, there is no Issuing Lender. For the avoidance of doubt, no Letters of Credit will be available to be issued hereunder until an Issuing Lender is
agreed upon as set forth above. 
 “ITA” means the Income Tax Act (Canada) and the regulations promulgated
thereunder, all as amended from time to time. 
 “Joint Liability Payment” is defined in Section 16.6.

 “LBF” means LB Franchising LLC, an Ohio limited liability company. 

“LBIP” means LB IP, LLC, an Ohio limited liability company. 

“LBP” means LB Product, LLC, an Ohio limited liability company. 

“L/C Application” means, with respect to any request for the issuance of a Letter of Credit, a letter of
credit application in the form being used by an Issuing Lender at the time of such request for the type of letter of credit requested. 

“L/C Fee Rate” means a per annum rate reasonably acceptable to the Borrower, Required Lenders and Issuing
Lender. 
 “Lender” is defined in the preamble of this Agreement. References to the
“Lenders” shall include the Issuing Lenders; for purposes of clarification only, to the extent that any Issuing Lender may have any rights or obligations in addition to those of the other Lenders due to its status as Issuing Lender,
its status as such will be specifically referenced. In addition to the foregoing, for the purpose of identifying the Persons entitled to share in the Collateral and the proceeds thereof under, and in accordance with the provisions of, this Agreement
and the Collateral Documents, the term “Lender” shall include Affiliates of a Lender providing a Bank Product. 

“Lender Party” is defined in Section 15.17. 

“Letter of Credit” is defined in Section 2.1.3. 

“LIBOR Loan” means any Loan which bears interest at a rate determined by reference to the LIBOR Rate. 

“LIBOR Office” means with respect to any Lender the office or offices of such Lender which shall be making or
maintaining the LIBOR Loans of such Lender hereunder. A LIBOR Office of any Lender may be, at the option of such Lender, either a domestic or foreign office. 

“LIBOR Rate” means the rate per annum equal to LIBOR for a period equal to one month as reported in The
Wall Street Journal (or other authoritative source selected by Administrative Agent in its sole discretion) on each date of determination divided by (ii) a number determined by subtracting from 1.00 the then-stated maximum reserve
percentage for determining reserves to be maintained by member banks of the Federal Reserve System for Eurocurrency funding or liabilities as defined in Regulation D (or any successor category of 

  
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liabilities under Regulation D), or as LIBOR is otherwise determined by Administrative Agent in its sole and absolute discretion (including by way of substituting an alternative interest rate
benchmark in the event that the LIBOR Rate is no longer available). Notwithstanding anything contained in this Agreement to the contrary, LIBOR Rate shall not be less than 1.00% per annum. 

“Lien” means, with respect to any Person, any interest granted by such Person in any real or personal
property, asset or other right owned or being purchased or acquired by such Person (including an interest in respect of a Capital Lease) which secures payment or performance of any obligation and shall include any mortgage, lien, encumbrance, title
retention lien, hypothec, charge or other security interest of any kind, whether arising by contract, as a matter of law, by judicial process or otherwise. 

“Liquidity” means the sum of (i) the amount of unrestricted cash and Cash Equivalent Investments of the
Loan Parties on deposit in accounts for which a tri-party agreement in favor of the Administrative Agent has been executed and is in effect at such time plus (ii) Revolving Loan Availability. 

“Loan Account” means an account maintained under this Agreement by Administrative Agent on its books of
account, and with respect to Borrower, in which Borrower will be charged with all Loans made to, and all other Obligations incurred by, any of the Loan Parties. 

“Loan Documents” means this Agreement, the Notes, the Letters of Credit, the Master Letter of Credit
Agreement, the L/C Applications, the Agent Fee Letter, each Perfection Certificate, the Collateral Documents, any Incremental Loan Joinder Agreement, the Sponsor Side Letter, and all documents, instruments and agreements in favor of the
Administrative Agent and Lenders delivered in connection with the foregoing. 
 “Loan Party” means
Holdings, Intermediate Holdings, Borrower and each Subsidiary that is not a CFC that has executed a the Guarantee and Collateral Agreement or otherwise guaranteed the Obligations. 

“Loan or Loans” means, as the context may require, Revolving Loans and/or Term Loans (including any
Incremental Term Loans, if any). 
 “Management Agreement” means that certain Management Services
Agreement, dated as of September 29, 2017, by and among Holdings and TPG Growth III Management, LLC, which was assigned to Sponsor pursuant to the Management Agreement Assignment Agreement. 

“Management Agreement Assignment Agreement” means that certain Assignment, Assumption, Waiver and Release
Agreement, dated as of June 28, 2018, among TPG Growth III Management, LLC, Holdings and Purchaser 

“Mandatory Prepayment Event” is defined in Section 6.2.2(a). 

“Margin Stock” means any “margin stock” as defined in Regulation U. 

  
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 “Marketing Fund” means a fund administered by one or more
of the Franchisors that receives mandatory contributions from Franchisees and uses the amounts collected to promote its respective brand on a national level through advertising. 

“Marketing Fund Contribution Rate” means the percentage of gross sales that Franchisees contribute to a
Marketing Fund. 
 “Master Franchise Agreement” means an agreement between any Company or any Subsidiary
and a Franchisee under which the Franchisee has been granted the right to open, and sublicense third-party subfranchisees to open, more than one Franchise under the trade name of such Company or such Subsidiary within a designated geographical area
and within a defined period of time, including any addendum, amendment, extension or renewal thereof, and together with any guarantee or other instrument or agreement relating thereto. 

“Master Letter of Credit Agreement” means, at any time, with respect to the issuance of Letters of Credit, a
master letter of credit agreement or reimbursement agreement in the form, if any, being used by an Issuing Lender at such time. 

“Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the
financial condition, operations, assets or business of the Loan Parties taken as a whole, (b) a material impairment of the ability of the Loan Parties taken as a whole to perform any of the payment Obligations under any Loan Document after
giving effect to contribution or intercompany loans made in accordance with this Agreement or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document. 

“Material Contract” means, with respect to any Person, (a) the Related Agreements; (b) each contract or
agreement to which that Person or any of its Subsidiaries is a party involving aggregate consideration payable to or by that Person or that Subsidiary of $500,000 or more in any Fiscal Year; and (c) all other contracts or agreements as to which
the breach, nonperformance, cancellation, or failure to renew (without contemporaneous replacement of substantially equivalent value) by any party could reasonably be expected to have a Material Adverse Effect. 

“Merger Sub” means Pure Barre Acquisition Company, LLC, a Delaware limited liability company. 

“Monroe Capital” is defined in the preamble of this Agreement. 

“Mortgage” means a mortgage, deed of trust or similar instrument granting Administrative Agent a Lien on real
property owned by any Loan Party. 
 “Mortgage-Related Documents” means with respect to any real property
subject to a Mortgage, the following, in form and substance satisfactory to Administrative Agent: (a) a mortgagee title policy (or binder therefor) covering Administrative Agent’s interest under the Mortgage, in a form and amount and by an
insurer acceptable to Administrative Agent, which must be fully paid on that effective date; (b) all assignments of leases, estoppel letters, attornment agreements, consents, waivers, and releases as Administrative Agent reasonably


  
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requires with respect to other Persons having an interest in the real estate; (c) a current, as-built survey of the real estate, containing a metes-and-bounds property description and certified by a licensed surveyor acceptable to Administrative Agent; (d) a life-of-loan flood hazard determination and, if the real estate is located in a flood plain, an acknowledged notice to borrower and flood insurance in an amount, with endorsements and by an insurer acceptable
to Administrative Agent; (e) a current appraisal of the real estate, prepared by an appraiser acceptable to Administrative Agent, and in form and substance satisfactory to Required Lenders; (f) an environmental assessment, prepared by
environmental engineers acceptable to Administrative Agent, and accompanied by all reports, certificates, studies, or data as Administrative Agent reasonably requires, which must all be in form and substance satisfactory to Required Lenders; and
(g) an Environmental Agreement and all other documents, instruments, or agreements as Administrative Agent reasonably requires with respect to any environmental risks regarding the real estate. 

“Multiemployer Pension Plan” means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to
which Borrower contributes or has an obligation to contribute, or has within the past six (6) years contributed or had an obligation to contribute, or with respect to which Borrower has any liability as a result of being considered a single
employer with any other member of the Controlled Group. 
 “Net Cash Proceeds” means: 

(a)        with respect to any Asset Disposition, the aggregate cash proceeds
(including cash proceeds received pursuant to policies of insurance (including 50% of the proceeds of business interruption insurance in excess of $1,500,000) or by way of deferred payment of principal pursuant to a note, installment receivable or
otherwise, but only as and when received) received by any Loan Party pursuant to such Asset Disposition net of (i) the direct costs relating to such sale, transfer or other disposition (including sales commissions and legal, accounting and
investment banking fees), (ii) taxes paid or reasonably estimated by Borrower to be payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), including any Tax Distributions as
a result thereof, (iii) principal amount, premium (whether due at maturity, or upon acceleration of maturity for any reason including automatic acceleration triggered by a bankruptcy filing) or penalty, if any, interest and other amounts on any
Debt secured by a Lien on the asset subject to such Asset Disposition (other than the Loans), (iv) amounts provided as a reserve, in accordance with GAAP, against any liabilities under any indemnification obligations or purchase price adjustment
associated with such Asset Disposition (provided that, to the extent and at the time any such amounts are released from such reserve, such amounts shall constitute Net Cash Proceeds); provided, that (A) no net cash proceeds calculated in
accordance with the foregoing realized in a transaction or series of related transactions shall constitute Net Cash Proceeds under this clause (a) unless such net cash proceeds shall exceed $500,000 in any Fiscal Year (and thereafter only net
cash proceeds in excess of such amount shall constitute Net Cash Proceeds under this clause (a)) and (B) if the Borrower intends in good faith to use any portion of such proceeds to acquire, maintain, develop, construct, improve, upgrade or
repair assets useful in the Loan Parties’ business (so long as Administrative Agent has a first priority and perfected Lien on any newly-acquired asset, subject to Permitted Liens), in each case within 180 days of such receipt, such portion of
such proceeds shall not constitute Net Cash Proceeds except to the extent 

  
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not, within 180 days of such receipt, so used or contractually committed to be so used (it being understood that if any portion of such proceeds are not so used within such 180 day period but
within such 180 day period are contractually committed to be used, then upon the termination of such contract or if such Net Cash Proceeds are not so used within the later of such 180 day period and 180 days from the entry into such contractual
commitment, such remaining portion shall constitute Net Cash Proceeds as of the date of such termination or expiry without giving effect to this proviso; 

(b)        with respect to any issuance of Capital Securities, the aggregate cash
proceeds received by any Loan Party pursuant to such issuance, net of the direct fees, expenses, and costs relating to such issuance (including sales and underwriters’ commissions); and 

(c)        with respect to any issuance of Debt, the aggregate cash proceeds received
by any Loan Party pursuant to such issuance, net of the direct fees, expenses, and costs of such issuance (including up-front, underwriters’ and placement fees). 

“Non-Consenting Lender” is defined in Section 15.1. 

“Non-Excluded Taxes” means any Taxes other than Excluded Taxes. 

“Non-U.S. Lender” is defined in Section 7.6(d). 

“Non-Use Fee Rate” means 0.50% per annum. 

“Note” means a promissory note substantially in the form of Exhibit A. 

“Notice of Borrowing” is defined in Section 2.2.2. 

“Obligations” means all obligations (monetary (including post-petition interest, allowed or not) or
otherwise) of any Loan Party under this Agreement and any other Loan Document including Attorney Costs and any reimbursement obligations of each Loan Party in respect of Letters of Credit, all Hedging Obligations permitted hereunder which are owed
to any Lender (or its Affiliates) or Administrative Agent, and all other Bank Products Obligations, all in each case howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to
become due. Notwithstanding the foregoing, “Obligations” shall not include any Excluded Swap Obligations. 

“OFAC” is defined in Section 9.22(b). 

“Operating Lease” means any lease of (or other agreement conveying the right to use) any real or personal
property by any Loan Party, as lessee, other than any Capital Lease. 
 “Original Closing Date” means
September 29, 2017. 
 “Original Purchase Agreements” means that certain (i) Unit Purchase and
Contribution Agreement, dated as of the Original Closing Date, by and among Holdings, as buyer, Montgomery Ventures Investments II, LLC, as seller, St. Gregory Holdco, LLC, a Delaware limited liability company, and the STG Principals (as defined
therein) named therein, (ii) the CB 

  
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Purchase Agreement and (iii) Asset Purchase Agreement by and among AKT Franchise, LLC, Xponential Fitness, AKT inMotion Inc., and Anna Kaiser dated March 22, 2018, (iv) Asset Purchase
Agreement by and among Row House Franchise, LLC, Row House Holdings, Inc., the persons identified therein as Equityholders, and Debra Strougo, as Selling Parties’ Representative dated December 8, 2017, and (v) Asset Purchase Agreement
by and among Stretch Lab Franchise, LLC, Stretch Lab, LLC, the persons identified therein as Equityholders, and Saul C. Janson, as Selling Parties’ Representative (as defined therein), dated November 15, 2017. 

“Original Related Agreements” means the Original Purchase Agreements, the Original Securities Purchase
Agreement, the Club Pilates Purchase Agreement, the Management Agreement, the Assignment and Assumption Agreement, the Management Agreement Assignment Agreement and all agreements, instruments and documents executed or delivered in connection
therewith and the Original Transactions. 
 “Original Related Transactions” means the acquisitions
consummated pursuant to the Original Related Agreements. 
 “Original Securities Purchase Agreement” means
that certain Securities Purchase Agreement dated as of June 28, 2018, by and among TPG Growth III Fitness, L.P., TPG Growth III BDH, L.P., H&W Investco BL Feeder LP and H&W Investco LP. 

“Original Term A Loan Commitment” means, as to any Lender, such Lender’s commitment to make the Existing
Term Loan under the Existing Credit Agreement. The amount of each Lender’s Original Term A Loan Commitment is set forth on Annex A. 

“Original Transactions” means (a) the borrowing of the Loans on June 28, 2018, (b) the consummation
of the acquisitions under the Original Purchase Agreements and the other transactions contemplated thereby and (c) the payment of any transaction costs in connection with the foregoing. 

“Other Connection Taxes” is defined in the definition of Excluded Taxes. 

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or
similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any
such Taxes that are Other Connection Taxes imposed with respect to any assignment by a Lender (other than an assignment made at the request of any Loan Party). 

“Paid in Full” means, with respect to any Obligations, (a) the payment in full in cash of all
Obligations (other than (x) Obligations arising pursuant to Letters of Credit, Hedging Obligations and Bank Product Obligations, and (y) contingent indemnification obligations not due and payable), (b) Hedging Obligations have been paid to
the extent then due and payable and any continuing Hedging Obligation collateralized in a manner reasonably acceptable to the Lender to whom such Hedging Obligations are owed or terminated, (c) Bank Products Obligations have been paid in cash
to the extent then due and payable, and arrangements reasonably satisfactory to the applicable Bank Product provider shall have been made or such 

  
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arrangements shall have been terminated), (d) the termination of all Commitments and (e) in connection with the termination of the Revolving Commitment, either (i) the cancellation and
return to Administrative Agent of all Letters of Credit or (ii) the Cash Collateralization (or other credit support reasonably acceptable to Issuing Lender and Administrative Agent) of all Letters of Credit. 

“Participant” is defined in Section 15.6.2. 

“Participant Register” is defined in Section 15.6.2. 

“Patriot Act” is defined in Section 15.16. 

“PB Acquisition Agreement” means that certain Agreement and Plan of Merger, dated as of the date hereof, by
and among Holdings, Merger Sub, Barre Holdco, the unitholders identified therein and CP Barre Holdings, Inc., a Delaware corporation. 

“PBGC” means the Pension Benefit Guaranty Corporation and any entity succeeding to any or all of its
functions under ERISA. 
 “Pension Plan” means a “pension plan”, as such term is defined
in Section 3(2) of ERISA, which is subject to Title IV of ERISA or the minimum funding standards of ERISA (other than a Multiemployer Pension Plan), and as to which Borrower has any current or contingent liability, including any liability by
reason of being considered a single employer with any other member of the Controlled Group, by reason of having been a substantial employer within the meaning of Section 4063 of ERISA at any time during the preceding five years, or by reason of
being deemed to be a contributing sponsor under Section 4069 of ERISA. 
 “Perfection Certificate”
means a perfection certificate executed and delivered to Administrative Agent by a Loan Party. 
 “Permitted
Acquisition” means any Acquisition of a health and wellness franchise by the Borrower or any other Loan Party if (a) unless Administrative Agent agrees otherwise, Administrative Agent shall have received written notice of a proposed
Permitted Acquisition not less than ten (10) Business Days prior to the consummation thereof, together with each of the following: (A) a copy of the acquisition agreement (together with schedules and exhibits) and any other material
related documents, (B) all financial statements of Target and auditors’ opinions thereon, if any, made available to any Loan Party, (C) with respect to any Acquisition with an aggregate purchase price equal to or in excess of
$350,000, pro forma financial statements of Holdings and its Subsidiaries after giving effect to the consummation of the proposed Permitted Acquisition, (D) a Compliance Certificate demonstrating on a pro forma basis, after giving effect to the
consummation of the proposed Permitted Acquisition, (I) compliance with the covenant set forth in Section 11.14.1 hereof, (II) a Total Debt to EBITDA Ratio of not greater than the Total Debt to EBITDA Ratio required pursuant to
Section 11.14.2 for the most recently ended measurement period, and (III) a Total Debt to EBITDA Ratio of not greater than 5.25:1.00, (E) upon request of Administrative Agent, such environmental audits with respect to the proposed
Permitted Acquisition to the extent such materials have been made available to Loan Parties and (F) a quality of earnings report to the extent the aggregate purchase price for such proposed Acquisition exceeds $1,000,000; (b) upon


  
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reasonable request of Administrative Agent, Loan Parties will make available to Administrative Agent all customary due diligence materials with respect to the proposed Permitted Acquisition to
the extent such materials have been made available to Loan Parties, together with such other material diligence information as Administrative Agent may reasonably request; (c) such Permitted Acquisition shall be structured as (i) an asset
acquisition by Borrower or another Loan Party, (ii) a merger or amalgamation of the Target with and into Borrower or another Loan Party, with Borrower or such Loan Party as the surviving entity in such merger or amalgamation, (iii) a
purchase of no less than 50.1% of the Capital Securities (both economic and voting interests) of the Target by Borrower or another Loan Party provided 100% of the Capital Securities of Target shall be pledged as collateral security in favor of
Administrative Agent or (iv) a purchase of no less than 80% but no more than 99.9% of the Capital Securities (both economic and voting interests) of the Target by Borrower or another Loan Party for which such Borrower or such Loan Party goes
not pledge such Capital Securities as collateral security in favor of the Administrative Agent, provided that the aggregate amount payable in connection with such Permitted Acquisitions ((including all transaction costs, all Debt, liabilities and
Contingent Obligations incurred or assumed and the maximum amount of any earn-out or comparable payment obligation in connection therewith (it being agreed that any such
earn-out or comparable payment obligation shall be subject to a maximum amount), whether or not reflected on a consolidated balance sheet of Borrower and Target) shall not exceed $2,000,000 during the term of
this Agreement (such Permitted Acquisition, a “Permitted JV Acquisition”); (d) such Permitted Acquisition shall involve assets principally located in the United States (and, in connection with the acquisition of the Capital
Securities of a Target, such Target shall be organized under the laws of a state within the United States); provided that an aggregate of up to $750,000 of consideration may be paid in connection with (x) Permitted Acquisitions involving assets
outside of the United States and (y) the acquisition of the Capital Securities of a Target organized under the laws of a jurisdiction other than the United States; (e) such proposed Permitted Acquisition shall be consensual, shall have
been approved by the Target’s board of directors (or comparable governing board) and shall be consummated in accordance in material compliance with all applicable Laws; (f) at or prior to the closing of any such proposed Permitted
Acquisition (or such later date as to which Administrative Agent may agree in its reasonable discretion), all actions required to be taken with respect to such acquired Subsidiary or acquired assets under Section 10.9 shall have been taken in
accordance therewith (to the extent required); (g) all amounts payable in connection with all Permitted Acquisitions ((including all transaction costs, all Debt, Contingent Liabilities incurred or assumed and the maximum amount of any earn-out or comparable payment obligation in connection therewith (it being agreed that any such earn-out or comparable payment obligation shall be subject to a maximum
amount), whether or not reflected on a consolidated balance sheet of Borrower and Target) shall not exceed $6,500,000 with respect to all Permitted Acquisitions consummated by Loan Parties during any Fiscal Year, and shall not exceed $15,000,000
with respect to all Permitted Acquisitions consummated by Loan Parties during the term hereof (excluding amounts funded from the Available Amount); (h) the Target shall have for the trailing twelve (12) month period preceding the date of the
applicable proposed Permitted Acquisition, EBITDA (as defined on the Compliance Certificate) of not less than zero, in each case as determined based upon the Target’s financial statements for its most recently completed fiscal year and its most
recent interim financial period completed within sixty (60) days prior to the date of consummation of such proposed Permitted Acquisition; (i) after giving effect to the consummation of such proposed


  
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Permitted Acquisition, the Revolving Loan Availability minus the Revolving Outstandings is equal to or greater than $1,000,000; and (j) at the time of such Permitted Acquisition and after
giving effect thereto, no Default or Event of Default has occurred and is continuing. 
 “Permitted
Dividends” means any distribution permitted under Section 11.4(f). 
 “Permitted Earn-Out” means with respect to any Person, obligations of such Person arising from the Related Transactions, the Original Related Transactions or a Permitted Acquisition which are payable based on the
achievement of specified financial results over time and are subject to subordination terms (or a subordination agreement in favor of Administrative Agent and Lenders) acceptable to Administrative Agent in its reasonable credit judgment. The amount
of any Permitted Earn-Outs for purposes of the financial covenants set forth in this Agreement shall be the amount earned and due to be paid at such time, as determined in accordance with GAAP, and for the avoidance of doubt, shall not include any
amounts, contingent or otherwise, that are not due and payable as of the date of determination. 
 “Permitted JV
Acquisition” has the meaning ascribed to such term in the definition of Permitted Acquisition. 

“Permitted Lien” means a Lien expressly permitted hereunder pursuant to Section 11.2. 

“Permitted Securities Issuance” means any issuance of Capital Securities (a) to the Sponsor or any other
existing holder of Capital Securities, (b) in connection with the Borrower’s exercise of the Cure Right pursuant to Section 13.4, (c) pursuant to any employee or director option program, benefit plan or compensation program, plan or
agreement, (d) issued pursuant to preemptive rights appertaining to any of the foregoing issuances, (e) any issuance by a Subsidiary to Borrower or another Subsidiary in accordance with Section 11.4 or (f) the Net Cash Proceeds
of which are used to fund Permitted Acquisitions, Existing Earn-Out Obligations, working capital needs of Borrower and its Subsidiaries, Investments permitted hereunder and Capital Expenditures. 

“Permitted Seller Debt” means unsecured debt incurred in accordance with Section 11.1(t) and in
connection with a Permitted Acquisition, payable to the seller in connection therewith and containing subordination terms (or subject to a subordination agreement in favor of Administrative Agent and Lenders) and other terms and conditions
acceptable to Administrative Agent in its reasonable credit judgment. 
 “Person” means any natural person,
corporation, partnership, trust, limited liability company, unlimited liability company, association, governmental authority or unit, or any other entity, whether acting in an individual, fiduciary or other capacity. 

“Post-Closing Cash Payments” means the Post-Closing Cash Payment as defined in that certain Asset Purchase
Agreement, dated as of March 22, 2018, by and among AKT Franchise, LLC, as Purchaser, AKT inMotion Inc., as Seller and Anna Kaiser, as equityholder. 

“PPSA” means the Personal Property Security Act, R.S.O. 1990, c.P.10, as now and hereafter in effect, or any
successor statute, or any similar or equivalent legislation of any 

  
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Canadian province or territory the laws of which are required by such legislation to be applied in connection with the validity, perfection, enforcement or effect of security interests. 

“Prime Rate” means, for any day, the rate of interest in effect for that day equal to the prime rate in the
United States as reported from time to time in The Wall Street Journal (or other authoritative source selected by Administrative Agent in its sole discretion), or as Prime Rate is otherwise determined by Administrative Agent in its sole and absolute
discretion. Administrative Agent’s determination of the Prime Rate will be conclusive, absent manifest error. Any change in the Prime Rate will take effect at the opening of business on the day of that change. In the event The Wall Street
Journal (or any other authoritative source) publishes a range of “prime rates,” the Prime Rate will be the highest of the “prime rates.” 

“Pro Rata Share” means: 

(a)        with respect to a Lender’s obligation to make Revolving Loans,
participate in Letters of Credit, reimburse the Issuing Lenders, and receive payments of principal, interest, fees, costs, and expenses with respect thereto, (x) prior to the Revolving Commitment being terminated or reduced to zero, the
percentage obtained by dividing (i) such Lender’s Revolving Commitment, by (ii) the aggregate Revolving Commitment of all Lenders and (y) from and after the time the Revolving Commitment has been terminated or reduced to zero,
the percentage obtained by dividing (i) the aggregate unpaid principal amount of such Lender’s Revolving Outstandings by (ii) the aggregate unpaid principal amount of all Revolving Outstandings; 

(b)        with respect to a Lender’s obligation to make a Term Loan and receive
payments of interest, fees, and principal with respect thereto, (x) prior to the making of the Term Loans, the percentage obtained by dividing (i) such Lender’s Term Loan Commitment, by (ii) the aggregate amount of all
Lenders’ Term Loan Commitments, and (y) from and after the making of the Term Loans, the percentage obtained by dividing (i) the principal amount of such Lender’s Term Loan by (ii) the principal amount of all Term Loans of
all Lenders; 
 (c)        with respect to a Lender’s obligation to make an
Additional Term A Loan, the percentage obtained by dividing (i) such Lender’s Additional Term A Loan Commitment, by (ii) the aggregate amount of all Lenders’ Additional Term A Loan Commitments; and 

(d)        with respect to all other matters as to a particular Lender, the
percentage obtained by dividing (i) such Lender’s Revolving Commitment plus such Lender’s Term Loan Commitment, by (ii) the aggregate amount of Revolving Commitment of all Lenders plus the Term Loan Commitment of all Lenders;
provided that in the event all the Commitments have been terminated or reduced to zero, Pro Rata Share shall be the percentage obtained by dividing (a) the principal amount of such Lender’s Revolving Outstandings plus the unpaid principal
amount of such Lender’s Term Loan by (b) the principal amount of all outstanding Revolving Outstandings plus the unpaid principal amount of all Term Loans of all Lenders. 

“Purchaser” is defined in the recitals of this Agreement. 

“Pure Barre” means, collectively, Barre Holdco, LLC, PB Franchising, LLC, Pure Barre, LLC (f/k/a PB Holdco,
LLC), Barre Midco, LLC, PB 1001, LLC, PB 1002, LLC, PB 1005, LLC, PB 1006, LLC, PB 1007, LLC, PB 1012, LLC, PB 1016, LLC, PB 1018, LLC, PB 1020, LLC, 

  
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PB 1021, LLC, PB 1029, LLC, PB 1035, LLC, PB 1042, LLC, PB OPCO, LLC, PBH 1001, LLC, and PB Product, LLC, each a Delaware limited liability company. 

“Qualified Cash” means cash of any Loan Party on deposit in a Deposit Account subject to a Deposit Account
control agreement in favor of Administrative Agent and, in form and substance reasonably acceptable to Administrative Agent, but not to exceed $5,000,000. 

“Qualified Equity Interests” means any Capital Securities that are not Disqualified Equity Interests. 

“Reaffirmation Agreement” means that certain Reaffirmation Agreement dated as of the date hereof among
Administrative Agent and the Loan Parties. 
 “Real Estate Documents” means, with respect to any owned real
property not subject to a Permitted Lien of Borrower or any Loan Party, all of the following (except to the extent waived by Administrative Agent in its sole discretion): (a) a duly executed Mortgage providing for a first priority perfected Lien, in
favor of Administrative Agent, in all right, title and interest of Borrower or such Subsidiary in such real property, subject to Permitted Liens; (b) an ALTA Loan Title Insurance Policy issued by an insurer reasonably acceptable to
Administrative Agent, insuring Administrative Agent’s first priority Lien (subject to Permitted Liens) on such real property and containing such endorsements as Administrative Agent may reasonably require (it being understood that the amount of
coverage, exceptions to coverage and status of title set forth in such policy shall be reasonably acceptable to Administrative Agent); (c) copies of all documents of record concerning such real property as shown on the commitment for the title
insurance policy referred to above; (d) original or certified copies of all insurance policies required to be maintained with respect to such real property by this Agreement, the applicable Mortgage or any other Loan Document; (e) a survey
certified to Administrative Agent meeting such standards as Administrative Agent may reasonably establish and otherwise reasonably satisfactory to Administrative Agent; (f) a flood insurance policy concerning such real property, if required by
the Flood Disaster Protection Act of 1973; and (g) an appraisal, prepared by an independent appraiser reasonably acceptable to Administrative Agent, of such parcel of real property or interest in real property, which appraisal shall satisfy the
requirements of the Financial Institutions Reform, Recovery and Enforcement Act, if applicable, and shall evidence compliance with the supervisory loan-to-value limits
set forth in the Federal Deposit Insurance Corporation Improvement Act of 1991, if applicable. 
 “Reference
Date” is defined in the definition of Available Amount. 
 “Register” is defined in
Section 15.7. 
 “Regulation D” means Regulation D of the FRB. 

“Regulation U” means Regulation U of the FRB. 

“Related Agreements” means the Original Purchase Agreements, the PB Acquisition Agreement, the Club Pilates
Purchase Agreement, Management Agreement, the Assignment and Assumption Agreement, the Management Agreement Assignment Agreement and all 

  
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agreements, instruments and documents executed or delivered in connection therewith and the Transactions. 

“Related Transactions” means the acquisitions to be consummated on the Closing Date pursuant to the Purchase
Agreements. 
 “Reportable Event” means a reportable event as defined in Section 4043(c) of ERISA and
the regulations issued thereunder as to which the PBGC has not waived the notification requirement of Section 4043(a) by applicable regulation. 

“Required Lenders” means, at any time, Lenders whose Pro Rata Shares exceed 51% as determined pursuant to
clause (d) of the definition of “Pro Rata Share”; provided that the Pro Rata Shares held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders. 

“Restricted Payment” is defined in Section 11.4. 

“Revolving Commitment” means, as to any Lender, such Lender’s commitment to make Revolving Loans
(including Incremental Revolving Loans, if any), and to issue or participate in Letters of Credit, under this Agreement. The initial amount of each Lender’s Revolving Commitment is set forth on Annex A. The initial aggregate amount of the
Revolving Commitments of all Lenders is $10,000,000. 
 “Revolving Loan” is defined in Section 2.1.1.

 “Revolving Loan Availability” means the lesser of (i) the Revolving Commitments of all Lenders and
(ii) Borrowing Availability. 
 “Revolving Outstandings” means, at any time, the sum of (a) the
aggregate principal amount of all outstanding Revolving Loans, plus (b) the Stated Amount of all Letters of Credit. 

“RHF” means Row House Franchise, LLC, a Delaware limited liability company. 

“RHT” means Row House Tustin, LLC, a Delaware limited liability company. 

“S415” means Shred415 Franchising LLC, a Delaware limited liability company. 

“Seller” is defined in the recitals of this Agreement. 

“Senior Officer” means, with respect to any Loan Party, any of the president, the chief executive officer,
the chief or other senior financial officer or the treasurer of such Loan Party. 
 “SLF” means Stretch Lab
Franchise, LLC, a Delaware limited liability company. 
 “Specified Event of Default” means an Event of
Default arising under any of the following Sections hereof: (i) Section 13.1.1, (ii) Section 13.1.4 or (iii) Section 13.1.5 resulting solely from Borrower’s failure to comply with Section 10.1.1, 10.1.2 or 11.14.


  
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 “Sponsor” means collectively, H&W Investco LP, any of
its affiliated investment funds under their common control (excluding any of their portfolio companies) and any blocker corporations and splitter partnerships through which any of the foregoing hold their interest in Holdings. 

“Sponsor Side Letter” means (i) that certain letter agreement between TPG Growth III Fitness, L.P.,
Holdings and Administrative Agent dated as of the Original Closing Date and (ii) that certain letter agreement between Sponsor and Administrative Agent dated as of June 28, 2018. 

“Stated Amount” means, with respect to any Letter of Credit at any date of determination, (a) the
maximum aggregate amount available for drawing thereunder under any and all circumstances plus (b) the aggregate amount of all unreimbursed payments and disbursements under such Letter of Credit. 

“STGH” means St. Gregory Holdco, LLC, a Delaware limited liability company. 

“Subsidiary” means, with respect to any Person, a corporation, partnership, limited liability company or
other entity of which such Person owns, directly or indirectly, such number of outstanding Capital Securities as have more than 50% of the ordinary voting power for the election of directors or other managers of such corporation, partnership,
limited liability company or other entity. Unless the context otherwise requires, each reference to Subsidiaries herein shall be a reference to Subsidiaries of Borrower. 

“Swap Obligation” means any Hedging Obligation that constitutes a “swap” within the meaning of
section 1a(47) of the Commodity Exchange Act, as amended from time to time. 
 “Target” means the Person,
or business or substantially all of the assets of a Person, acquired in an Acquisition. 
 “Tax
Distributions” means the tax distributions based on the operations of the Borrower and its Subsidiaries that are required to be made under the Holdings LLC Agreement (as in effect on the Original Closing Date) calculated using a tax rate
equal to the lesser of the highest marginal rate of any member of Holdings and 50% (and, for the avoidance of doubt, taking into account the effect of any deduction under Section 199A of the Code). 

“Taxes” means any and all present and future taxes, duties, levies, imposts, deductions, assessments, fees,
charges or withholdings imposed by any governmental authority, and any and all liabilities (including interest and penalties and other additions to taxes) with respect to the foregoing. 

“Term A Loan” is defined in Section 2.1.2. 

“Term Loan Commitment” means, collectively, the Original Term A Loan Commitment and the Additional Term A
Loan Commitment. 
 “Term Loan Maturity Date” means the earlier of (a) October 25, 2023 or
(b) the Termination Date. 

  
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 “Term Loans” means the Term A Loans and any Incremental
Term Loans. 
 “Termination Date” means the earlier to occur of (a) October 25, 2023, or
(b) such other date on which the Commitments terminate pursuant to Section 6 or Section 13. 

“Termination Event” means, with respect to a Pension Plan, (a) a Reportable Event, (b) the withdrawal of
Borrower or any other member of the Controlled Group from such Pension Plan during a plan year in which Borrower or any other member of the Controlled Group was a “substantial employer” as defined in Section 4001(a)(2) of
ERISA, (c) the termination of such Pension Plan, the filing of a notice of intent to terminate the Pension Plan or the treatment of an amendment of such Pension Plan as a termination under Section 4041 of ERISA, (d) the institution by
the PBGC of proceedings to terminate such Pension Plan or (e) any event or condition that would constitute grounds under Section 4042 of ERISA for the termination of, or appointment of a trustee to administer, such Pension Plan. 

“Total Debt” means all Debt of Loan Parties, determined on a consolidated basis, excluding
(a) contingent obligations in respect of Contingent Liabilities (except to the extent constituting (i) Contingent Liabilities in respect of Debt of a Person other than any Loan Party or (ii) Contingent Liabilities in respect of undrawn
letters of credit), (b) Hedging Obligations, (c) Debt of Borrower to other Loan Parties and Debt of other Loan Parties to other Loan Parties or Borrower, (d) the Existing Earn-Out Obligations and
Permitted Earn-Outs and (e) Contingent Liabilities set forth on Schedule 11.1 as of the Closing Date. 
 “Total
Debt to EBITDA Ratio” means, as of the last day of any Fiscal Quarter, the ratio of (a) Total Debt as of such day minus Qualified Cash as of such day to (b) EBITDA for the Computation Period ending on such day. 

“Total Plan Liability” means, at any time, the present value of all vested and unvested accrued benefits
under all Pension Plans, determined as of the then most recent valuation date for each Pension Plan, using the plan’s ongoing actuarial assumptions. 

“Transactions” means (a) the borrowing of the Loans hereunder on the Closing Date, (b) the
consummation of the acquisitions under the Purchase Agreements and the other transactions contemplated thereby and (c) the payment of any transaction costs in connection with any of the foregoing. 

“UCC” is defined in the Guaranty and Collateral Agreement. 

“Unfunded Liability” means the amount (if any) by which the present value of all vested and unvested accrued
benefits under all Pension Plans exceeds the fair market value of all assets allocable to those benefits, all determined as of the then most recent valuation date for each Pension Plan, using the plan’s ongoing actuarial assumptions. 

“Wholly-Owned Subsidiary” means, as to any Person, a Subsidiary all of the Capital Securities of which
(except directors’ qualifying Capital Securities) are at the time directly or indirectly owned by such Person and/or another Wholly-Owned Subsidiary of such Person. Unless the context otherwise requires, each reference to Wholly-Owned
Subsidiaries shall be a reference to Wholly-Owned Subsidiaries of Borrower. 

  
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 “Withholding Certificate” is defined in
Section 7.6(d). 
 “Working Capital” means as to Borrower and its Subsidiaries on a consolidated basis
Current Assets less Current Liabilities. 
 “Working Capital Adjustment” means the excess or loss of
Working Capital determined as at the end of the Fiscal Year over the Working Capital for the prior Fiscal Year. 

“Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and
conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which writedown and conversion powers are described in the EU Bail-In Legislation Schedule. 
 “Yoga Six” means Yoga Six Franchise,
LLC, a Delaware limited liability company. 
 1.2.        Other Interpretive
Provisions. 
 (a)        The meanings of defined terms are equally applicable
to the singular and plural forms of the defined terms. 
 (b)        Section,
Annex, Schedule and Exhibit references are to this Agreement unless otherwise specified. 

(c)        The term “including” is not limiting and means
“including without limitation.” 
 (d)        In the computation
of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but
excluding”, and the word “through” means “to and including.” 

(e)        In the determination or computation of dates for delivery or performance,
if the date determined or calculated for delivery or performance as set forth in this Agreement is not a Business Day, then the date for performance or delivery shall be the next succeeding Business Day. 

(f)        Unless otherwise expressly provided herein, (i) references to
agreements (including this Agreement and the other Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, supplements and other modifications thereto, but only to the extent such
amendments, restatements, supplements and other modifications are not prohibited by the terms of any Loan Document, and (ii) references to any statute or regulation shall be construed as including all statutory and regulatory provisions
amending, replacing, supplementing or interpreting such statute or regulation. 

(g)        This Agreement and the other Loan Documents may use several different
limitations, tests or measurements to regulate the same or similar matters. All such limitations, tests and measurements are cumulative and each shall be performed in accordance with its terms; provided that in the event of a conflict, the
provisions of this Agreement control unless expressly stated otherwise in such other Loan Document. 

  
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 (h)        This Agreement and the
other Loan Documents are the result of negotiations among and have been reviewed by counsel to Administrative Agent, Borrower, the Lenders and the other parties thereto and are the products of all parties. Accordingly, they shall not be construed
against Administrative Agent or the Lenders merely because of Administrative Agent’s or Lenders’ involvement in their preparation. 

(i)        Any reference in any of the Loan Documents to a Permitted Lien is not
intended to subordinate or postpone, and shall not be interpreted as subordinating or postponing, or as any agreement to subordinate or postpone, any Lien created by any of the Loan Documents to any Permitted Lien. 

(j)        A Default or Event of Default will be deemed to exist at all times during
the period commencing on the date that Default or Event of Default occurs to the date on which that Default or Event of Default is waived in writing pursuant to this Agreement or, in the case of a Default, is cured within any period of cure
expressly provided for in this Agreement, and an Event of Default will “continue” or be “continuing” until that Event of Default has been waived in writing by the Required Lenders. 

(k)        For all purposes under the Loan Documents, in connection with any division
or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then
it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the
holders of its Capital Securities at such time. 
  

	 	1.3.        Accounting	 and Other Terms. 



(a)        Unless otherwise expressly provided in this Agreement, each accounting
term used in this Agreement has the meaning given it under GAAP applied on a basis consistent with those used in preparing the Financial Statements and using the same inventory valuation method as used in the financial statements, except for any
change required or permitted by GAAP if Borrowers’ certified public accountants concur in that change, the change is disclosed and consented to by Administrative Agent, and Section 11.14 is amended in a manner
satisfactory to Administrative Agent to take into account the effects of the change. Notwithstanding the foregoing, it is understood and agreed that for all purposes hereunder the recognition of franchise fee income (including without limitation
related income arising out of equipment sales the proceeds of which have been received by the Loan Parties) by the Loan Parties is not consistent with GAAP and it is agreed that franchise fee income will continue to be recognized at the time of
signing of a new franchise agreement consistent with past practices until such time as consented to in writing by the Administrative Agent in its sole discretion. Following December 31, 2018 franchise fee income will be recognized as required
by GAAP (including with respect to the guidance under ASC 606) for purposes of the GAAP Compliant Financial Statements although for all other purposes hereunder (including, without limitation, calculation of financial covenants) franchise fee income
shall continue to be treated as specified in the foregoing sentence. 

  
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 (b)        All terms used in this
Agreement which are defined in Article 8 or Article 9 of the UCC or the PPSA, as applicable, and which are not otherwise defined in this Agreement have the same meanings in this Agreement as set forth therein, except that terms used in this
Agreement which are defined in the UCC as in effect in the New York on the date of this Agreement will continue to have the same meaning notwithstanding any replacement or amendment of that statute except as Administrative Agent may otherwise
determine. 
 (c)        Whenever pro forma effect is to be given to a Permitted
Acquisition, the pro forma calculations shall be made in good faith by a Senior Officer of the Borrower and may include, for the avoidance of doubt, (i) the amount of “run-rate” cost savings,
operating expense reductions and cost synergies projected by the Borrower in good faith to result from or relating to any Permitted Acquisition which is being given pro forma effect that have been realized or are expected to be realized and for
which the actions necessary to realize such cost savings, operating expense reductions and cost synergies are taken, committed to be taken or with respect to which substantial steps have been taken or are expected to be taken (in the good faith
determination of the Borrower) (calculated on a pro forma basis as though such cost savings, operating expense reductions and cost synergies had been realized on the first day of such period and as if such cost savings, operating expense reductions
and cost synergies were realized during the entirety of such period and “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or
with respect to which substantial steps have been taken or are expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements) net of the amount of
actual benefits realized during such period from such actions, and any such adjustments shall be included in the initial pro forma calculations of such financial ratios or tests and during any subsequent test period in which the effects thereof are
expected to be realized) relating to such Transaction; provided that (A) such amounts are reasonably identifiable and factually supportable in the good faith judgment of the Borrower, (B) such actions are taken, committed to be
taken or with respect to which substantial steps have been taken or are expected to be taken no later than twelve (12) months after the date of such Transaction, (C) recommended (in reasonable detail) by any due diligence quality of
earnings report conducted by an unaffiliated nationally recognized independent financial advisor retained by Borrower and (D) no amounts shall be added to the extent duplicative of any amounts that are otherwise added back in computing EBITDA
(or any other components thereof), whether through a pro forma adjustment or otherwise, with respect to such period, and (ii) pro forma adjustments which are directly attributable to such event or events that are factually supportable, and are
reasonably expected to have a continuing impact on Holdings, Intermediate Holdings, Borrower and its Subsidiaries, and which are (x) recommended (in reasonable detail) by any due diligence quality of earnings report conducted by an unaffiliated
nationally recognized independent financial advisor retained by Borrower, (y) determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Exchange Act and as interpreted by
the staff of the Securities and Exchange Commission (or any successor agency), or (z) otherwise determined in such other manner reasonably acceptable to the Administrative Agent); provided, all such amounts pursuant to this Section 1.3(c)
shall be subject to the limitations set forth in clauses (a)(vii) and (viii) of the definition of EBITDA. 

  
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 SECTION 2 

COMMITMENTS OF THE LENDERS; BORROWING, CONVERSION AND LETTER 

OF CREDIT PROCEDURES. 

2.1.      Commitments. On and subject to the terms and conditions of this Agreement, each
of the Lenders, severally and for itself alone, agrees to make loans to, and to issue or participate in letters of credit for the account of, Borrower as follows: 

2.1.1.   Revolving Commitment. Each Lender with a Revolving Commitment agrees to make loans on a revolving
basis (including any Incremental Revolving Loans, “Revolving Loans”) from time to time and Borrower may repay such Revolving Loans without prepayment or penalty from time to time until the Termination Date in such Lender’s Pro
Rata Share of such aggregate amounts as Borrower may request from all Lenders; provided that the Revolving Outstandings will not at any time exceed Revolving Loan Availability. The Commitments of the Lenders to make Revolving Loans will expire on
the Termination Date. 
 2.1.2.   Existing Term Loans; Additional Term A Loan Commitment. 

(a)        Prior to the date hereof, the Lenders made the Existing Term A Loans in
the aggregate principal amount of $75,000,000, of which an aggregate principal amount of $69,667,893.77 was outstanding immediately prior to the Closing Date. Each Lender, as applicable, agrees to maintain outstanding to Borrower hereunder the
Existing Term A Loans made by such Lender. Each Lender with an Additional Term A Loan Commitment as of the Closing Date agrees to make an additional term loan to Borrower (each such loan, individually and collectively, “Additional Term A
Loan” and together with the Existing Term A Loans, individually and collectively “Term A Loan”) on the Closing Date in the aggregate amount of such Lender’s Pro Rata Share of the aggregate amount of the Additional Term
A Loan Commitments of all Lenders. The Commitments of the Lenders to make Additional Term A Loans shall expire concurrently with the making of such Additional Term A Loan on the Closing Date. Additional Term A Loans, whether or not repaid prior to
the Term Loan Maturity Date, may not be re-borrowed. After giving effect to the Additional Term A Loan funded on the Closing Date, the parties hereto agree that the total outstanding principal amount of Term A
Loan on the Closing Date is $135,000,000. 
 2.1.3.   L/C Commitment. Subject to Section 2.3.1, each
Issuing Lender agrees to issue letters of credit, in each case containing such terms and conditions as are permitted by this Agreement and are reasonably satisfactory to such Issuing Lender (each, a “Letter of Credit”), at the
request of and for the account of Borrower from time to time before the scheduled Termination Date and, as more fully set forth in Section 2.3.2, each Lender with a Revolving Commitment agrees to purchase a participation in each such Letter of
Credit; provided that (a) the aggregate Stated Amount of all Letters of Credit shall not at any time exceed $500,000 and (b) the Revolving Outstandings shall not at any time exceed Revolving Loan Availability. 

2.2.      Loan Procedures 

2.2.1.   Type of Loans. Each Revolving Loan shall be, and each Term Loan shall be, a LIBOR Loan, subject to
Section 8 and Section 2.2.2(c). LIBOR Loans having the same 

  
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Interest Period which expire on the same day are sometimes called a “Group” or collectively “Groups”. All borrowings and repayments of Loans shall be effected so
that each Lender will have a ratable share (according to its Pro Rata Share) of all Groups of Loans. 
 2.2.2.
  Borrowing Procedures. 
 (a)        Borrower Representative
shall give written notice (each such written notice, a “Notice of Borrowing”) substantially in the form of Exhibit D or telephonic notice (followed immediately by a Notice of Borrowing) to Administrative Agent and each Lender with a
Revolving Commitment of each proposed borrowing not later than 12:00 P.M., Chicago time, at least three (3) Business Days (or such shorter period as is agreed by the Required Lenders) prior to the proposed date of such borrowing, or in the case
of Term Loans, on the Closing Date. Each such notice shall be effective upon receipt by Administrative Agent, shall be irrevocable, and shall specify the date and amount of borrowing. On the requested borrowing date, each Lender with a Revolving
Commitment shall provide Borrower with immediately available funds covering such Lender’s Pro Rata Share of such borrowing so long as the applicable Lender has not received written notice that the conditions precedent set forth in
Section 12 with respect to such borrowing have not been satisfied. After Administrative Agent’s receipt of the proceeds of the applicable Loans from Lenders with applicable Commitments, Administrative Agent shall make the proceeds of those
Loans available to Borrower on the applicable borrowing date by transferring to Borrower immediately available funds equal to the proceeds received by Administrative Agent. Each Base Rate borrowing must be on a Business Day. Each borrowing shall be
in an aggregate amount of at least $100,000. Each Lender with a Revolving Commitment hereby agrees, upon request of Administrative Agent, to deliver to Administrative Agent a list of all Revolving Loans made by such Lender, together with such
information related thereto as Administrative Agent may reasonably request. Borrower Representative may not deliver a Notice of Borrowing more than six (6) times in any month. 

(b)        Borrower Representative shall give a Notice of Borrowing or telephonic
notice (followed immediately by a Notice of Borrowing) to Administrative Agent of each proposed Additional Term A Loan borrowing not later than 12:00 P.M., Chicago time, at least three (3) Business Days (or such later time as Administrative
Agent may agree to) prior to the proposed date of such borrowing. Each such notice shall be effective upon receipt by Administrative Agent, shall be irrevocable, and shall specify the date and amount of borrowing. On the requested borrowing date,
each Lender with an Additional Term A Loan Commitment shall provide Borrower with immediately available funds covering such Lender’s Pro Rata Share of such borrowing so long as the applicable Lender has not received written notice from
Administrative Agent that the conditions precedent set forth in Section 12 with respect to such borrowing have not been satisfied. Each borrowing shall be on a Business Day. Each borrowing shall be in an aggregate amount of at least $1,000,000
and an integral multiple of $100,000. Each Lender with an Additional Term A Loan Commitment hereby agrees, upon request of Administrative Agent, to deliver to Administrative Agent a list of all Additional Term A Loans made by such Lender, together
with such information related thereto as Administrative Agent may reasonably request. 

(c)        Unless payment is otherwise timely made by Borrower, the becoming due of
any Obligations (whether principal, interest, fees or other charges) will be deemed to be a 

  
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request for a Base Rate borrowing of a Revolving Loan on the due date, in the amount of those Obligations. The proceeds of those Revolving Loans will be disbursed as direct payment of the
relevant Obligations. In addition, Administrative Agent may, at its option, charge when due any Obligations against any operating, investment or other account of any Borrower maintained with Administrative Agent or any of its Affiliates. 

2.3.        Letter of Credit Procedures. 

2.3.1.    L/C Applications. Borrower shall execute and deliver to each Issuing Lender each Master
Letter of Credit Agreement from time to time in effect with respect to such Issuing Lender. Borrower Representative shall give notice to Administrative Agent and the applicable Issuing Lender of the proposed issuance of each Letter of Credit on a
Business Day which is at least three Business Days (or such lesser number of days as Required Lenders and such Issuing Lender shall agree in any particular instance in their sole discretion) prior to the proposed date of issuance of such Letter of
Credit. Each such notice shall be accompanied by an L/C Application, duly executed by Borrower and in all respects satisfactory to Administrative Agent and the applicable Issuing Lender, together with such other documentation as Administrative Agent
or such Issuing Lender may request in support thereof, it being understood that each L/C Application shall specify, among other things, the date on which the proposed Letter of Credit is to be issued, the expiration date of such Letter of Credit
(which shall not be later than the scheduled Termination Date (unless such Letter of Credit is Cash Collateralized)) and whether such Letter of Credit is to be transferable in whole or in part. Any Letter of Credit outstanding after the scheduled
Termination Date which is Cash Collateralized for the benefit of an Issuing Lender shall be the sole responsibility of such Issuing Lender. So long as the applicable Issuing Lender has not received written notice that the conditions precedent set
forth in Section 12 with respect to the issuance of such Letter of Credit have not been satisfied, such Issuing Lender shall issue such Letter of Credit on the requested issuance date. Each Issuing Lender shall promptly advise Administrative
Agent of the issuance of each Letter of Credit and of any amendment thereto, extension thereof or event or circumstance changing the amount available for drawing thereunder. In the event of any inconsistency between the terms of any Master Letter of
Credit Agreement, any L/C Application and the terms of this Agreement, the terms of this Agreement shall control. 

2.3.2.    Participations in Letters of Credit. Concurrently with the issuance of each Letter of
Credit, the applicable Issuing Lender shall be deemed to have sold and transferred to each Lender with a Revolving Commitment, and each such Lender shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing
Lender, without recourse or warranty, an undivided interest and participation, to the extent of such Lender’s Pro Rata Share, in such Letter of Credit and Borrower’s reimbursement obligations with respect thereto. If Borrower does not pay
any reimbursement obligation when due, Borrower shall be deemed to have immediately requested that the Lenders with Revolving Commitments make a Revolving Loan in a principal amount equal to such reimbursement obligations. Administrative Agent shall
promptly notify such Lenders of such deemed request and, without the necessity of compliance with the requirements of Section 2.2.2, Section 12.2 or otherwise such Lender shall make available to the applicable Issuing Lender its Pro Rata
Share of such Loan for the account of Borrower in satisfaction of such reimbursement obligations. For the purposes of this Agreement, the unparticipated portion of each Letter of Credit shall be deemed to be the applicable Issuing


  
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Lender’s “participation” therein. Each Issuing Lender hereby agrees, upon request of Administrative Agent or any Lender, to deliver to Administrative Agent or such Lender a
list of all Letters of Credit issued by such Issuing Lender, together with such information related thereto as Administrative Agent or such Lender may reasonably request. 

2.3.3.   Reimbursement Obligations. 

(a)        Borrower hereby unconditionally and irrevocably agrees to reimburse each
Issuing Lender for each payment or disbursement made by such Issuing Lender under any Letter of Credit honoring any demand for payment made by the beneficiary thereunder, in each case on the date that such payment or disbursement is made. Any amount
not reimbursed on the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the applicable Issuing Lender is reimbursed by Borrower therefor, payable on demand, at a rate per annum
equal to the Base Rate from time to time in effect plus the Applicable Margin for Revolving Loans that are Base Rate Loans plus, beginning on the third Business Day after receipt of notice from such Issuing Lender of such payment or disbursement,
2%. Each Issuing Lender shall notify Borrower and Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of an Issuing Lender to so notify Borrower or
Administrative Agent shall not affect the rights of such Issuing Lender or the Lenders in any manner whatsoever. 

(b)        Borrower’s reimbursement obligations hereunder shall be irrevocable
and unconditional under all circumstances, including (a) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (b) the existence of any claim, set-off, defense or other right which any
Loan Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), Administrative Agent, the Issuing Lenders, any Lender or any other
Person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Loan Party and the beneficiary
named in any Letter of Credit), (c) the validity, sufficiency or genuineness of any document which an Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to
have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (d) the surrender or impairment of any security for the performance or observance of any of
the terms hereof. Without limiting the foregoing, no action or omission whatsoever by Administrative Agent or any Lender (excluding any Lender in its capacity as an Issuing Lender) under or in connection with any Letter of Credit or any related
matters shall result in any liability of Administrative Agent or any Lender to Borrower, or relieve Borrower of any of its obligations hereunder to any such Person. 

2.3.4.  Funding by Lenders to Issuing Lender. If any Issuing Lender makes any payment or disbursement under
any Letter of Credit and (a) Borrower has not reimbursed such Issuing Lender in full for such payment or disbursement by 10:00 A.M., Chicago time, on the date of such payment or disbursement, (b) a Revolving Loan may not be made in
accordance with Section 2.3.2 or (c) any reimbursement received by such Issuing Lender from Borrower is or must be returned or rescinded upon or during any bankruptcy or reorganization of Borrower or


  
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otherwise, each other Lender with a Revolving Commitment shall be obligated to pay to the applicable Issuing Lender, in full or partial payment of the purchase price of its participation in such
Letter of Credit, its Pro Rata Share of such payment or disbursement (but no such payment shall diminish the obligations of Borrower under Section 2.3.3), and, upon notice from such Issuing Lender, Administrative Agent shall promptly notify
each other Lender thereof. Each other Lender with a Revolving Commitment irrevocably and unconditionally agrees to so pay the applicable Issuing Lender in immediately available funds the amount of such other Lender’s Pro Rata Share of such
payment or disbursement. If and to the extent any such Lender shall not have made such amount available to the applicable Issuing Lender by 2:00 P.M., Chicago time, on the Business Day on which such Lender receives notice from Administrative Agent
of such payment or disbursement (it being understood that any such notice received after noon, Chicago time, on any Business Day shall be deemed to have been received on the next following Business Day), such Lender agrees to pay interest on such
amount to the applicable Issuing Lender forthwith on demand, for each day from the date such amount was to have been delivered to the applicable Issuing Lender to the date such amount is paid, at a rate per annum equal to (a) for the first
three days after demand, the Federal Funds Rate from time to time in effect and (b) thereafter, the Base Rate from time to time in effect. Any Lender’s failure to make available to the applicable Issuing Lender its Pro Rata Share of any
such payment or disbursement shall not relieve any other Lender of its obligation hereunder to make available to the applicable Issuing Lender such other Lender’s Pro Rata Share of such payment, but no Lender shall be responsible for the
failure of any other Lender to make available to the applicable Issuing Lender such other Lender’s Pro Rata Share of any such payment or disbursement. 

2.4.        Commitments Several. The failure of any Lender to make a requested
Loan on any date shall not relieve any other Lender of its obligation (if any) to make a Loan on such date, but no Lender shall be responsible for the failure of any other Lender to make any Loan to be made by such other Lender. 

2.5.        Certain Conditions. Except as otherwise provided in
Section 2.3.4 of this Agreement, no Lender shall have an obligation to make any Loan, and no Issuing Lender shall have any obligation to issue any Letter of Credit, if an Event of Default or Default exists. 

2.6.        Defaulting Lenders. Notwithstanding any provision of this Agreement
to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: 

2.6.1.    Fees shall cease to accrue on the unfunded portion of the Revolving Commitment of such
Defaulting Lender pursuant to Section 5.1. 
 2.6.2.    If any Letters of Credit are outstanding
at the time a Lender becomes a Defaulting Lender then: 
 (a)        all or any
part of the Defaulting Lender’s obligation to participate in Letters of Credit shall be reallocated among the non-Defaulting Lenders with Revolving Commitments in accordance with their respective Pro Rata
Shares as determined pursuant to clause (a) of the definition of “Pro Rata Share” but only to the extent (x) the sum of all non-Defaulting Lenders’ Revolving Outstandings plus
such Defaulting Lender’s obligation to 

  
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participate in Letters of Credit does not exceed the total of all non-Defaulting Lenders’ Commitments and (y) the conditions set forth in
Section 12.2 are satisfied at such time; and 
 (b)        if the reallocation
described in clause (a) above cannot, or can only partially, be effected, Borrower shall within one Business Day following notice by Administrative Agent Cash Collateralize such Defaulting Lender’s obligation to participate in Letters of
Credit (after giving effect to any partial reallocation pursuant to clause (a) above) in accordance with the procedures set forth in Section 2.3.1 for so long as such obligation to participate in Letters of Credit is outstanding; 

(c)        if Borrower Cash Collateralizes any portion of such Defaulting
Lender’s obligation to participate in Letters of Credit pursuant to Section 2.6.2, Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 5.2 with respect to such Defaulting Lender’s
obligation to participate in Letters of Credit during the period such Defaulting Lender’s obligation to participate in Letters of Credit is Cash Collateralized; 

(d)        if the obligation to participate in Letters of Credit of the non-Defaulting Lenders is reallocated pursuant to Section 2.6.2, then the fees payable to the Lenders pursuant to Section 5.1 and Section 5.2 shall be adjusted in accordance with such non-Defaulting Lenders’ Pro Rata Shares (as determined pursuant to clause (a) of the definition of “Pro Rata Share”); 

(e)        if any Defaulting Lender’s obligation to participate in Letters of
Credit is neither Cash Collateralized nor reallocated pursuant to Section 2.6.2, then, without prejudice to any rights or remedies of any Issuing Lender or any Lender hereunder, all letter of credit fees payable under Section 5.2 with
respect to such Defaulting Lender’s obligation to participate in Letters of Credit shall be payable to the applicable Issuing Lender until such obligation to participate in Letters of Credit is Cash Collateralized and/or reallocated; and 

(f)        Subject to Section 15.21, no reallocation under this
Section 2.6.2 will constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a non-Defaulting Lender as a result of that non-Defaulting Lender’s increased exposure following that reallocation. 

2.6.3.    So long as any Lender is a Defaulting Lender, no Issuing Lender shall be required to issue,
amend or increase any Letter of Credit, unless it is satisfied that the related exposure will be 100% covered by the Commitments of the non-Defaulting Lenders with Revolving Commitments and/or cash collateral
will be provided by Borrower in accordance with Section 2.6.2, and participating interests in any such newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a
manner consistent with Section 2.6.2(a) (and Defaulting Lenders shall not participate therein). 

2.6.4.    In the event that Administrative Agent, Borrower and the applicable Issuing Lender(s) each
agree in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the obligations to participate in Letters of Credit of the Lenders shall be readjusted to reflect the inclusion of
such Lender’s Commitment and on such date such Lender shall purchase at par such of the Loans of the other 

  
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Lenders as Administrative Agent determines is necessary in order for such Lender to hold such Loans in accordance with its Pro Rata Share (as determined pursuant to clause (a) of the
definition of “Pro Rata Share”). 
 2.6.5.    Any amount payable to a Defaulting
Lender hereunder (whether on account of principal, interest, fees or otherwise and including any amount that would otherwise be payable to such Defaulting Lender pursuant to Section 7.5 but excluding Section 8.7(b)) shall, in lieu of being
distributed to such Defaulting Lender, be retained by Administrative Agent and, subject to any applicable requirements of law, be applied at such time or times as may be determined by Administrative Agent (i) first, to the payment of any
amounts owing by such Defaulting Lender to Administrative Agent hereunder, (ii) second, pro rata, to the payment of any amounts owing by such Defaulting Lender to the Issuing Lender(s) hereunder, (iii) third, to the funding of any
Revolving Loan or the funding or Cash Collateralization of any participating interest in any Letter of Credit in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by
Administrative Agent, (iv) fourth, if so determined by Administrative Agent and Borrower, held as cash collateral for future funding obligations of the Defaulting Lender under this Agreement, (v) fifth, pro rata, to the payment of any
amounts owing to Borrower or the Lenders as a result of any judgment of a court of competent jurisdiction obtained by Borrower or any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under
this Agreement, and (vi) sixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided, that if such payment is (x) a prepayment of the principal amount of any Loans or reimbursement obligations
in respect of draws under Letters of Credit with respect to which the Issuing Lender has funded its participation obligations and (y) made at a time when the conditions set forth in Section 12.2 are satisfied, such payment shall be applied
solely to prepay the Loans of, and reimbursement obligations owed to, all Revolving Lenders that are not Defaulting Lenders pro rata prior to being applied to the prepayment of any Loans, or reimbursement obligations owed to, any Defaulting Lender.

 2.6.6.    No Defaulting Lender shall have any right to approve or disapprove any amendment, waiver,
consent or any other action the Lenders or the Required Lenders have taken or may take hereunder (including any consent to any amendment or waiver pursuant to Section 15.1), provided that any waiver, amendment or modification requiring the
consent of all Lenders or each directly affected Lender which affects such Defaulting Lender differently than other affected Lenders shall require the consent of such Defaulting Lender. 

2.7.    Increase in Commitments. 

2.7.1.    Borrower may by written notice to Administrative Agent (each, an “Increase
Notice”), seek an increase to the existing (i) Term Loan Commitment (each an “Incremental Term Loan Commitment”, and each Term Loan provided thereunder in accordance with the terms and conditions of this
Section 2.7.1, an “Incremental Term Loan”) or (ii) Revolving Commitment (each an “Incremental Revolving Loan Commitment”, and each additional Revolving Loan provided thereunder in
accordance with the terms of conditions of this Section 2.7.1, an “Incremental Revolving Loan”) by an amount not in excess of $35,000,000 in the aggregate (of which not more than $5,000,000 may consist of increases to the
Revolving Loan Commitment), so long as, on a pro forma basis on the date of incurrence, immediately after 

  
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giving effect to the incurrence of any such Incremental Loan Commitment (assuming the full amount of any such concurrently established Incremental Revolving Commitment is drawn) and after giving
effect to any transactions consummated in connection therewith, (x) the Total Debt to EBITDA Ratio for the most recently completed fiscal quarter with respect to which the Administrative Agent has received financial statements pursuant to
Section 10.1.2, shall be equal to or less than the lesser of (1)(A) 4.25 to 1.00 with respect to any Incremental Loan the proceeds of which will be used to fund a Permitted Dividend or (B) 5.25 with respect to any Incremental Loan the proceeds
of which will be used for a purpose permitted by Section 2.7.2(iv) other than Permitted Dividends and (2) the applicable compliance level for the most recently ended Fiscal Quarter less 0.25 and (y) with respect to any Incremental
Loan the proceeds of which will be used to fund a Permitted Dividend, EBITDA shall be at least $32,000,000 calculated for the trailing twelve (12)-month period ending on the last day of the most recently completed fiscal quarter with respect to
which the Administrative Agent has received financial statements pursuant to Section 10.1.2. Administrative Agent shall promptly deliver a copy of such Increase Notice to each Lender. Each such Increase Notice shall specify (i) the amount
of the requested Incremental Revolving Loan Commitment or Incremental Term Loan Commitment, as applicable, and (ii) the date on which the Incremental Loan Commitment is intended to be effective (each, an “Increase Effective
Date”), which shall be a date not less than 10 Business Days after the date on which such Increase Notice is delivered to Administrative Agent (or such shorter time period as agreed to in writing by Administrative Agent). 

2.7.2.    Such Incremental Loan Commitment shall become effective as of such Increase Effective Date; so
long as the following terms are satisfied: 
 (i)        both
immediately before and after giving effect to such Incremental Loan Commitment, no Event of Default shall have occurred and be continuing; 

(ii)        no Event of Default shall exist as of the date of funding
of such Incremental Loan; 
 (iii)        as certified by an
authorized officer of the Borrower, all representations and warranties of Borrower and the other Loan Parties set forth in this Agreement and the other Loan Documents are true and correct in all material respects with the same effect as if then
made, without duplication of any “materiality” or “Material Adverse Effect” qualifiers (except to the extent such representations and warranties expressly relate to a specific earlier date, in which case such representations and
warranties shall be true and correct in all material respects (without duplication of any “materiality” or “Material Adverse Effect” qualifiers) as of such earlier date) as of the Increase Effective Date; 

(iv)        the proceeds of such Incremental Term Loans shall be used
solely to fund Capital Expenditures, Investments, Permitted Acquisitions and Permitted Dividends, in each case to the extent permitted hereunder and the proceeds of such Incremental Revolving Loans shall be used for working capital and general
corporate needs; 

  
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 (v)        the
initial “yield” (including any original issue discount or similar yield-related discounts, deductions or payments, but excluding any customary arrangement, structuring, underwriting, amendment or similar fees in connection therewith that
are not paid to all of the Lenders of such Incremental Loan Commitment) of the Incremental Loan Commitments shall be no greater than one-half percent (0.50%) per annum higher than the combined
“yield” for the Term Loans (including any prior Incremental Term Loans), respectively, provided however, the Borrowers may request an increase of the “yield” on the Term Loans in order to comply with this clause (v), which
Administrative Agent shall approve; 
 (vi)        the maturity
date of the Incremental Term Loans shall be as set forth in the Incremental Term Loan Joinder Agreement; provided that, such date shall not be earlier than the Term Loan Maturity Date; 

(vii)        the weighted average life to maturity of any Incremental
Term Loan shall be equal to the weighted average life to maturity of the Term Loans (except to the extent of nominal amortization for periods where amortization has been eliminated as a result of prepayment of Term Loans prior to such date of
determination); 
 (viii)        the Incremental Term Loans shall
rank pari passu in right of payment and rank pari passu in right of security with the Obligations; 

(ix)        the terms and provisions of additional Revolving Loans
made under any Incremental Revolving Commitment shall be identical to those of the existing Revolving Loans; 

(x)        shall not be secured by property other than the Collateral
or be incurred or guaranteed by any Person other than a Loan Party; and 

(xi)        Administrative Agent shall have provided its prior
written consent with respect to any Incremental Loan Commitment, to be granted or denied in the Administrative Agent’s sole discretion. 

2.7.3.    The Borrower agrees that no Lender shall have any obligation to provide an Incremental Loan
Commitment. No Incremental Loan Commitment shall become effective until all existing and/or new Lenders committing to such Incremental Loan Commitment have delivered to Administrative Agent a writing in form reasonably satisfactory to Administrative
Agent pursuant to which such existing Lenders and/or new Lenders state the amount of their Incremental Term Loan Commitment, or Incremental Revolving Loan Commitment, as applicable, and agree to assume and accept the obligations and rights of a
Lender hereunder; provided that no new Lenders may become Lenders hereunder or commit to provide any of the Incremental Loan Commitment except with the prior written consent of the Administrative Agent, to be granted or denied in the Administrative
Agent’s sole discretion. Upon the Increase Effective Date, pursuant to this Section 2.7, Annex A shall be deemed amended and replaced with a new Annex A reflecting the new Commitments hereunder and, to the
extent the pricing on the Term Loans is increased pursuant to this Section 2.7, the definition of Applicable Margin and any other relevant definitions shall be deemed amended to reflect such pricing increase. 

  
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 2.7.4.    At least five (5) Business Days prior to
the applicable Increase Effective Date, the Borrower Representative shall provide Administrative Agent with a written offer to the Lenders (which offer Administrative Agent shall promptly deliver to the Lenders) to commit to the applicable
Incremental Term Loan Commitment, (i) first on a pro rata basis to Lenders, which each Lender may in its sole and absolute discretion accept or decline (it being understood that any Lender not affirmatively committing in writing to its pro rata
portion, within five (5) Business Days after the delivery thereof, shall be deemed to have declined) and (ii) second, if any Lender has declined its pro rata share or any part thereof, such remaining amounts on a non-pro rata basis to the Lenders accepting their pro rata share of such requested Incremental Term Loan Commitment. Within five (5) Business Days of Administrative Agent’s receipt of such offer from
Borrower, Administrative Agent shall deliver to Borrower written notice from any Lenders committing to the requested Incremental Loan Commitment pursuant to which such Lenders shall state the amount of their Incremental Term Loan Commitment or
Incremental Revolving Loan Commitment, as applicable. If following the application of the two immediately preceding sentences, some or all of the Lenders do not agree to fund the entire requested Incremental Loan Commitment, Borrower may propose new
lender(s), which new lender(s) must be a Person which would be an eligible assignee pursuant to Section 15.6 hereof, to which Borrower proposes to offer the remaining requested Incremental Term Loan Commitment and request Administrative
Agent’s consent (within three (3) Business Days following receipt of such request, Administrative Agent shall provide written notice to Borrower indicating that such proposed new lender(s) is or is not acceptable to Administrative Agent
(which consent shall be provided or withheld at the sole discretion of the Administrative Agent). 

2.7.5.    Other than with respect to pricing, margins, interest rate floors, fees and original issue
discount, amortization and maturity date (which may be later but not before), the terms and provisions of any Incremental Term Loans shall be identical to the Term Loans existing immediately prior to giving effect to any such Incremental Term Loan;
provided that representations, warranties, covenants and events of default with respect to such Incremental Term Loan may be inconsistent with the Term Loans (including all prior Incremental Term Loans) so long as, if any such representation,
warranty, covenant or event of default is in addition to, or more restrictive than, those applicable to the Term Loans (including all prior Incremental Term Loans), either (x) such Term Loans shall receive the benefit of any such additional or
more restrictive representation, warranty, covenant or event of default or (y) such representations, warranties, covenants or events of default shall be effective after the maturity date applicable to the Term Loans (including all prior
Incremental Term Loans). 
 2.7.6.    Unless otherwise specifically provided herein, all references in
the Loan Documents (a) to Term Loans shall be deemed, unless the context otherwise requires, to include references to Incremental Term Loans and (b) to Revolving Loans shall be deemed, unless the context otherwise requires, to include
references to any additional Revolving Loans provided under any Incremental Revolving Commitment. 

2.7.7.    Any amendments to this Agreement or any other Loan Document to reflect the incurrence of and
terms and conditions of any Incremental Loans in accordance with the terms and conditions hereof, shall require the approval of Administrative Agent and participating Lenders but shall not require the approval any Lenders not providing any such
Incremental Revolving Loans or Incremental Term Loans, as applicable. 

  
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 2.7.8.    The Incremental Loan Commitments and
Incremental Loans shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Collateral Documents. 

SECTION 3 
 EVIDENCING OF
LOANS. 
 3.1.      Notes. At a Lender’s request, the Loans of such Lender
shall be evidenced by a Note, with appropriate insertions, payable to such Lender and its registered assigns in a face principal amount equal to the sum of such Lender’s Revolving Commitment plus the principal amount of such Lender’s Term
Loans. 
 3.2.      Recordkeeping. Administrative Agent, on behalf of each Lender,
shall record in its records, the date and amount of each Loan made by each Lender, each repayment or conversion thereof and, in the case of each LIBOR Loan, the dates on which each Interest Period for such Loan shall begin and end. The aggregate
unpaid principal amount so recorded shall be rebuttably presumptive evidence of the principal amount of the Loans owing and unpaid. The failure to so record any such amount or any error in so recording any such amount shall not, however, limit or
otherwise affect the Obligations of Borrower hereunder or under any Note to repay the principal amount of the Loans hereunder, together with all interest accruing thereon. 

SECTION 4 
 INTEREST.

 4.1.      Interest Rates. Borrower agrees to pay interest on the unpaid
principal amount of each Loan for the period commencing on the date of such Loan until such Loan is paid in full as follows: 

(a)        at all times while such Loan is a Base Rate Loan, at a rate per annum
equal to the sum of the Base Rate from time to time in effect plus the Applicable Margin for Base Rate Loans; and 

(b)        at all times while such Loan is a LIBOR Loan, at a rate per annum equal to
the sum of the LIBOR Rate applicable to each Interest Period for such Loan plus the Applicable Margin for LIBOR Loans; 
 provided that,
upon the occurrence and during the continuance of an Event of Default, upon the election of the Required Lenders, the interest rate applicable to each Loan shall be increased by 2% (and, in the case of Obligations not bearing interest, such
Obligations shall bear interest at 2% per annum), provided further that such increase may thereafter be rescinded by the Administrative Agent and Required Lenders, notwithstanding Section 15.1. Notwithstanding the foregoing, upon the occurrence
of an Event of Default under Sections 13.1.1 or 13.1.4, such increase and such bearing of interest shall occur automatically. In no event shall interest payable by Borrower to any Lender hereunder exceed the maximum rate permitted under applicable
law, and if any such provision of this Agreement is in contravention of any such law, such provision shall be deemed modified to limit such interest to the maximum rate permitted under such law. 

  
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 4.2.      Interest Payment Dates.
Accrued interest on each Base Rate Loan shall be payable in arrears on the last Business Day of each calendar month, upon a prepayment of such Loan and at maturity. Accrued interest on each LIBOR Loan shall be payable in arrears on the last Business
Day of each calendar month and on the last day of the Interest Period with respect thereto, upon a prepayment of such Loan, and at maturity. After maturity, and at any time an Event of Default exists, overdue interest on all Loans shall be payable
on demand. Borrower hereby authorizes Administrative Agent to, and Administrative Agent may, from time to time, charge the Loan Account pursuant to Section 7.1.2 with the amount of any interest payment due under this Agreement. 

4.3.      Setting and Notice of LIBOR Rates/Replacement of LIBOR Rate. 

4.3.1.        The applicable LIBOR Rate for each Interest Period shall be determined
by Administrative Agent. Each determination of the applicable LIBOR Rate by Administrative Agent shall be conclusive and binding upon the parties hereto, in the absence of demonstrable error. 

4.3.2.        Replacement of LIBOR Rate. If at any time the Administrative Agent
determines (which determination shall be conclusive absent manifest error) a specific date after which the LIBOR Rate shall no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall endeavor to
establish an alternate rate of interest to the LIBOR Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for loans similar to the Loans in the United States at such time, and shall enter into
an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable
Margin). Notwithstanding anything to the contrary in Section 15.1, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received,
within five Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. 

4.4.      Computation of Interest. Interest shall be computed for the actual number of
days elapsed on the basis of a year of (a) 360 days for interest calculated at the LIBOR Rate and (b) 365/366 days for interest calculated at the Base Rate. The applicable interest rate for each Base Rate Loan shall change simultaneously with each
change in the Base Rate and the applicable interest rate for each LIBOR Loan will change simultaneously with each change in the LIBOR Rate. 

For purposes of the Interest Act (Canada), whenever any interest or fee under this Agreement is calculated using a rate based
on a number of days less than a full year, such rate determined pursuant to such calculation, when expressed as an annual rate, is equivalent to (a) the applicable rate based on a year of 360 days, as the case may be, (b) multiplied by the
actual number of days in the calendar year in which the period for which such interest or fee is payable (or compounded) ends, and (c) divided by the number of days based on which such rate is calculated. 

  
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 If any provision of this Agreement or of any of the other Loan Documents
would obligate any Loan Party to make any payment of interest or other amount payable to any Lender in an amount or calculated at a rate which would be prohibited by applicable law or would result in a receipt by such Lender of interest at a
criminal rate (as such terms are construed under the Criminal Code (Canada)) then, notwithstanding such provisions, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the
case may be, as would not be so prohibited by applicable law or so result in a receipt by such Lender of interest at a criminal rate, such adjustment to be effected, to the extent necessary, as follows: firstly, by reducing the amount or rate of
interest required to be paid to such Lender and thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid. 

SECTION 5 
 FEES.

 5.1.      Non-Use Fee. Borrower agrees
to pay to Administrative Agent for the account of each Lender with a Revolving Commitment (except as provided in Section 2.6) a non-use fee, for the period from the Closing Date to the Termination Date,
at the Non-Use Fee Rate in effect from time to time of such Lender’s Pro Rata Share (as adjusted from time to time) of the average daily unused amount of the Revolving Commitments. For purposes of
calculating usage under this Section, the Revolving Commitments shall be deemed used to the extent of Revolving Outstandings. Such non-use fee shall be payable in arrears on the last Business Day of each
calendar quarter and on the Termination Date for any period then ending for which such non-use fee shall not have previously been paid. The non-use fee shall be computed
for the actual number of days elapsed on the basis of a year of 360 days. 

5.2.      Letter of Credit Fees. 

(a)        Except as provided in Section 2.6, Borrower agrees to pay to
Administrative Agent for the account of each Lender with a Revolving Commitment (except as provided in Section 2.6) a letter of credit fee for each Letter of Credit equal to the L/C Fee Rate of such Lender’s Pro Rata Share (as adjusted
from time to time) of the undrawn amount of such Letter of Credit (computed for the actual number of days elapsed on the basis of a year of 360 days); provided that, upon the occurrence and during the continuance of an Event of Default, upon the
election of the Required Lenders, the rate applicable to each Letter of Credit shall be increased by 2% per annum. Such letter of credit fee shall be payable in arrears on the last day of each calendar quarter and on the Termination Date (or such
later date on which such Letter of Credit expires or is terminated) for the period from the date of the issuance of each Letter of Credit (or the last day on which the letter of credit fee was paid with respect thereto) to the date such payment is
due or, if earlier, the date on which such Letter of Credit expired or was terminated. 

(b)        In addition, with respect to each Letter of Credit, except as provided in
Section 2.6, Borrower agrees to pay to any Issuing Lender, for its own account, (i) such fees and expenses as such Issuing Lender customarily requires in connection with the issuance, negotiation, processing and/or administration of


  
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letters of credit in similar situations and (ii) a letter of credit fronting fee in the amount and at the times agreed to by Borrower and such Issuing Lender. 

5.3.      Prepayment Fees. If Borrower shall pay or prepay all or any portion of the Term
Loans pursuant to Section 6.2.1 prior to the second anniversary of the Closing Date, whether by voluntary prepayment by Borrower, by reason of a mandatory prepayment pursuant to Section 6.2.2 (excluding Section 6.2.2(a)(iv), (v) and (vi)),
by reason of the occurrence of an Event of Default or the acceleration of the Term Loans and whether before or after acceleration of the Obligations, Borrower shall pay to Administrative Agent, for the benefit of Lenders as liquidated damages and
compensation for the costs of being prepared to make funds available hereunder a fee (the “Prepayment Fee”) in an amount equal to the Applicable Percentage (as defined below) multiplied by the principal amount of the Term Loans prepaid or
paid after acceleration. As used herein, the term “Applicable Percentage” shall mean (x) two percent (2%), in the case of a prepayment on or prior to the first anniversary of the Closing Date; and (y) one percent (1%), in the
case of a prepayment after the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date. The Loan Parties agree that the Applicable Percentages are a reasonable calculation of Lenders’ lost profits in
view of the difficulties and impracticality of determining actual damages resulting from an early termination of the Term Loans. Notwithstanding the foregoing, in the event Borrower consummates an acquisition or investment involving a Target for
cash consideration in excess of the greater of (i) 75% of the enterprise value of the Loan Parties as of the Closing Date and (ii) 75% of the enterprise value of the Loan Parties as of the date of such acquisition or investment prior to the first
anniversary of the Closing Date, Borrower shall have the right to prepay the Term Loans (x) subject to an early termination fee of one percent (1%) multiplied by the principal amount of the Term Loans prepaid or paid after acceleration if
Borrower has offered Agent and Lenders an opportunity to provide a new term loan facility for such acquisition or investment on terms not less favorable than the terms of this Agreement and Agent and Lenders shall have elected not to participate in
such alternate financing and (y) without paying an early termination fee if the Agent and Lenders provide the alternate financing. 

5.4.      Administrative Agent’s Fees. Borrower agrees to pay to Administrative
Agent such agent’s fees as are described herein and the fees set forth in the Agent Fee Letter. 
 SECTION 6 

REDUCTION OR TERMINATION OF THE REVOLVING COMMITMENT; 

PREPAYMENTS. 

6.1.      Reduction or Termination of the Revolving Commitment. 

6.1.1.        Voluntary Reduction or Termination of the Revolving Commitment.
Borrower may from time to time on at least five Business Days’ prior written notice (which notice may be revocable and conditional), received by Administrative Agent (which shall promptly advise each Lender thereof) permanently reduce the
Revolving Commitments to an amount not less than the Revolving Outstandings (after giving effect to any concurrent repayments of Loans and terminations or cash collateralizations or other backstop of any Letter of Credit). Any such reduction shall
be in an amount not less than $250,000 or a higher integral multiple of $50,000. Concurrently with any reduction of the Revolving Commitments to zero, 

  
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Borrower shall pay all interest on the Revolving Loans, all non-use fees and all letter of credit fees and shall Cash Collateralize in full or otherwise
backstop in a manner satisfactory to Administrative Agent all obligations arising with respect to the outstanding Letters of Credit, if any. 

6.1.2.        Mandatory Reductions of Revolving Commitment. On the date of any
Mandatory Prepayment Event, the Revolving Commitments shall be permanently reduced by an amount (if any) equal to the Designated Proceeds of such Mandatory Prepayment Event over the amount (if any) applied to prepay Term Loans pursuant to
Section 6.2.2. 
 6.1.3.        All Reductions of the Revolving
Commitment. All reductions of the Revolving Commitments shall reduce the Revolving Commitments ratably among the Lenders according to their respective Pro Rata Shares. 

6.2.      Prepayments. 

6.2.1.        Voluntary Prepayments. Subject to Section 5.3, Borrower may
from time to time prepay any or all of the Loans in whole or in part, either Term Loans and/or Revolving Loans, as selected by Borrower, without penalty or premium except as otherwise provided in Section 8.4 or any other Loan Document; provided
that Borrower Representative shall give Administrative Agent (which shall promptly advise each Lender) notice thereof, which may be revocable and conditional, not later than 10:00 A.M., Chicago time, on the day of such prepayment (which shall be a
Business Day), specifying the Loans to be prepaid and the date and amount of prepayment. Any such partial prepayment of the Term Loans shall be in an amount equal to $250,000 or a higher integral multiple of $50,000. 

6.2.2.        Mandatory Prepayments. 

(a)        Borrower shall make a prepayment of the Term Loans until paid in full upon
the occurrence of any of the following (each a “Mandatory Prepayment Event”) at the following times and in the following amounts (such applicable amounts being referred to as “Designated Proceeds”): 

(i)        Promptly after, and in no event more than five
(5) Business Days after, the receipt by any Loan Party of any Net Cash Proceeds from any Asset Disposition made pursuant to Section 11.5(b)(ii) or (xiii), in an amount equal to 100% of such Net Cash Proceeds. 

(ii)        Promptly after, and in no event more than five
(5) Business Days after, the receipt by any Loan Party of any Net Cash Proceeds from any issuance of Capital Securities of any Loan Party other than a Permitted Securities Issuance, in an amount equal to 100% of such Net Cash Proceeds. 

(iii)        Promptly after, and in no event more than five
(5) Business Days after, the receipt by any Loan Party of any Net Cash Proceeds from any issuance of any Debt of any Loan Party (excluding Debt permitted by Section 11.1), in an amount equal to 100% of such Net Cash Proceeds. 

  
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 (iv)        Within
the earlier of (x) one hundred twenty-five (125) days after the end of each Fiscal Year (commencing with the Fiscal Year ending on December 31, 2018) and (y) five (5) Business Days after Borrower’s delivery of the Fiscal Year-end audited financial statements delivered pursuant to Section 10.1.1 (commencing with the Fiscal Year ending on December 31, 2018), in an amount equal to the ECF Percentage of Excess Cash Flow for
such Fiscal Year minus (x) the amount of any voluntary prepayments of the revolving loans to the extent accompanied by a permanent reduction of the Commitments pursuant to Section 6.1.1 and (y) the amount of any voluntary prepayments
of the Term Loans pursuant to Section 6.2.1 (excluding payments funded from the Available Amount), in each case, made during such Fiscal Year; 

(v)        Concurrently with the receipt by any Loan Party of any
Cure Amounts pursuant to Section 13.4, in an amount equal to 100% of such Cure Amounts; and 

(vi)        Promptly after, and in no event more than five
(5) Business Days after the receipt by any Loan Party of any Extraordinary Receipts, in an amount equal to 100% of those Extraordinary Receipts. 

(b)        If on any date the Revolving Outstandings exceed Revolving Loan
Availability, Borrower shall promptly (and in any event within two (2) Business Days) first prepay Revolving Loans and second Cash Collateralize the outstanding Letters of Credit, in an aggregate amount sufficient to eliminate such excess;
provided that any Letter of Credit that is Cash Collateralized in order to comply with this provision shall not be included in the calculation of Revolving Outstandings for purposes of determining whether Revolving Outstandings exceed Revolving Loan
Availability. 
 (c)        If on any day on which the Revolving Commitments are
reduced pursuant to Section 6.1.2 the Revolving Outstandings exceeds Revolving Loan Availability, Borrower shall immediately first prepay Revolving Loans and second Cash Collateralize the outstanding Letters of Credit, in an aggregate amount
sufficient to eliminate such excess; provided that any Letter of Credit that is Cash Collateralized in order to comply with this provision shall not be included in the calculation of Revolving Outstandings for purposes of determining whether
Revolving Outstandings exceed Revolving Loan Availability. 
 6.3.      Manner of
Prepayments. 
 6.3.1.        All Prepayments. Any prepayment of a LIBOR
Loan on a day other than the last day of an Interest Period therefor shall include interest on the principal amount being repaid and shall be subject to Section 8.4. All prepayments of Term Loans shall be applied pro rata among the Term Loans
according to the principal amounts thereof and, as to each Term Loan, voluntary prepayments shall be applied as directed by the Borrower and mandatory prepayments shall be applied pro rata to the first four installments thereof and thereafter to the
remaining installments thereof (including, without limitation, the final installment thereof) on a pro rata basis. 

6.4.      Repayments. 

  
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 6.4.1.        Revolving
Loans. The Revolving Loans of each Lender shall be paid in full and the Revolving Commitments shall terminate on the Termination Date. 

6.4.2.        Payment of Principal. On the last day of each fiscal quarter,
commencing with the fiscal quarter ending December 31, 2018, the Term A Loan shall be repaid to Administrative Agent, for the benefit of the Lenders in accordance with each Lender’s Pro Rata Share of the aggregate principal amount of
funded Term A Loans, in an amount equal to: (a) with respect to each of the first seven full fiscal quarters after the Closing Date, one-quarter of one percent (1/4%) of the aggregate amount of Term A Loans made hereunder and (b) with respect to each fiscal quarter ending thereafter, one and one-quarter of one percent (11/4%) of the aggregate amount of Term A Loans made hereunder (as such amounts
shall be reduced in connection with prepayments in accordance with Section 6.3.1). Unless sooner paid in full, the outstanding principal balance of the Term A Loans shall be paid in full on the Term Loan Maturity Date. The principal amounts of
any Incremental Term Loan shall be repaid in installments as set forth in the applicable Incremental Term Loan Joinder Agreement. 

SECTION 7 
 MAKING AND
PRORATION OF PAYMENTS; SETOFF; TAXES. 
 7.1.      Making of Payments. 

7.1.1.        All payments of principal or interest on the Note(s), and of all fees,
shall be made by Borrower to Administrative Agent in immediately available funds at the office specified by Administrative Agent not later than 12:00 P.M., Chicago time, on the date due; and funds received after that hour shall be deemed to have
been received by Administrative Agent on the following Business Day. Subject to Section 2.6, Administrative Agent shall promptly remit to each Lender its share of all such payments received in collected funds by Administrative Agent for
the account of such Lender. All payments under Section 8.1 shall be made by Borrower directly to the Lender entitled thereto without setoff, counterclaim or other defense. 

7.1.2.        The Lenders and the Borrower hereby authorize Administrative Agent to,
and Administrative Agent may, from time to time, charge the Loan Account of Borrower with any amount due and payable by Borrower under any Loan Document. Each of the Lenders and the Borrower agrees that Administrative Agent may make any such charges
regardless of whether any Default or Event of Default has occurred and is continuing or whether any of the conditions precedent in Section 12.2 have been satisfied. Any amount charged to the Loan Account of the Borrower will be deemed a
Revolving Loan under this Agreement made by the applicable Lenders to the Borrower, funded by Administrative Agent on behalf of the applicable Lenders, and subject to Section 2.1. The Lenders and the Borrower confirm that any charges that
Administrative Agent may so make to the Loan Account of the Borrower as provided in this Agreement will be made as an accommodation to the Borrower and solely at Administrative Agent’s discretion. Administrative Agent shall from time to time
upon the request of any Lender charge the Loan Account of the Borrower with any amount due and payable under any Loan Document to that Person. 

7.2.      Application of Certain Payments. So long as no Event of Default has occurred
and is continuing, (a) payments matching specific scheduled payments then due shall be applied 

  
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to those scheduled payments and (b) voluntary and mandatory prepayments shall be applied as set forth in Sections 6.2 and 6.3. After the occurrence and during the continuance of an Event of
Default, all amounts collected or received by Administrative Agent or any Lender as proceeds from the sale of, or other realization upon, all or any part of the Collateral shall be applied as Administrative Agent shall determine in its discretion
or, in the absence of a specific determination by Administrative Agent, as set forth in the Guaranty and Collateral Agreement. 

7.3.      Due Date Extension. If any payment of principal or interest with respect to any
of the Loans, or of any fees, falls due on a day which is not a Business Day, then such due date shall be extended to the immediately following Business Day (unless, in the case of a LIBOR Loan, such immediately following Business Day is the first
Business Day of a calendar month, in which case such due date shall be the immediately preceding Business Day) and, in the case of principal, additional interest shall accrue and be payable for the period of any such extension. 

7.4.      Setoff. All payments made by Borrower hereunder or under any Loan Documents
shall be made without setoff, counterclaim, or other defense. Borrower, for itself and each other Loan Party, agrees that Administrative Agent and each Lender have all rights of set-off and bankers’ lien
provided by applicable law, except with respect to Excluded Accounts and the Administrative Agent and each Lender hereby waive any such rights in respect of Excluded Accounts, and in addition thereto, Borrower, for itself and each other Loan Party,
agrees that at any time any Event of Default exists, Administrative Agent and each Lender may apply to the payment of any Obligations of Borrower and each other Loan Party hereunder, to the extent then due, any and all balances, credits, deposits,
accounts or moneys of Borrower and each other Loan Party then or thereafter with Administrative Agent or such Lender to the extent not constituting Excluded Accounts. 

7.5.      Proration of Payments. Except as provided in Section 2.6, if any Lender
shall obtain any payment or other recovery (whether voluntary, involuntary, by application of offset or otherwise), on account of (a) principal of or interest on any Loan (but excluding (i) any payment pursuant to Section 8 or 15.6
and (ii) payments of interest on any Affected Loan) or (b) its participation in any Letter of Credit in excess of its applicable Pro Rata Share of payments and other recoveries obtained by all Lenders on account of principal of and
interest on the Loans (or such participation) then held by them, then such Lender shall purchase from the other Lenders such participations in the Loans (or sub-participations in Letters of Credit) held by
them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; provided that if all or any portion of the excess payment or other recovery is thereafter recovered from such
purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery. 

7.6.      Taxes. 

(a)        All payments hereunder or under the Loan Documents (including any payment
of principal, interest, or fees) to, or for the benefit, of any person shall be made by the Loan Parties free and clear of and without deduction or withholding for, or on account of, any Taxes now or hereinafter imposed by any taxing authority,
except as required by applicable laws. 

  
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 (b)        If a Loan Party makes
any payment hereunder or under any Loan Document in respect of which it is required by applicable law to deduct or withhold any Non-Excluded Taxes, such Loan Party shall increase the payment hereunder or under
any such Loan Document such that after the reduction for the amount of Non-Excluded Taxes deducted or withheld (including any Non-Excluded Taxes withheld or imposed with
respect to the additional payments required under this Section 7.6(b)), the amount paid to the Lenders or Administrative Agent equals the amount that was payable hereunder or under any such Loan Document had such deduction or withholding not
been made. To the extent any Loan Party deducts or withholds any Taxes on payments hereunder or under any Loan Document, such Loan Party shall pay the full amount deducted or withheld to the relevant taxing authority within the time allowed for
payment under applicable law and shall deliver to Administrative Agent within 30 days after it has made payment to such authority a receipt issued by such taxing authority (or other evidence satisfactory to Administrative Agent) evidencing the
payment of all amounts so required to be deducted or withheld from such payment. 

(c)        If any Lender or Administrative Agent is required by law to make any
payments of any Non-Excluded Taxes on or in relation to any amounts received or receivable hereunder or under any other Loan Document, or any Non-Excluded Tax is
assessed against a Lender or Administrative Agent with respect to its activities hereunder or any other Loan Document or against amounts received or receivable hereunder or under any other Loan Document, the Loan Parties will indemnify such person,
within 10 days after demand therefor, against (i) such Non-Excluded Tax, (ii) any Non-Excluded Taxes imposed as a result of the receipt of the payment under
this Section 7.6(c), and (iii) any reasonable expenses arising therefrom or with respect thereto, whether or not such Non-Excluded Taxes were correctly or legally imposed or asserted by the relevant
taxing authority. A certificate prepared in good faith as to the amount of such payment by such Lender or Administrative Agent shall, absent manifest error, be final, conclusive, and binding on all parties. 

(d)        (i)        To the extent permitted
by applicable law, each Lender that is not a United States person within the meaning of Code Section 7701(a)(30) (a “Non-U.S. Lender”) shall deliver to Borrower and Administrative Agent
on or prior to the Closing Date (or in the case of a Lender that is an Assignee, on the date of such assignment to such Lender) two accurate and complete original signed copies of IRS Form W-8BEN, W-8BEN-E, W-8ECI, W-8IMY (accompanied by appropriate attachments) or any successor or other
applicable form prescribed by the IRS certifying, to the extent applicable, to such Lender’s entitlement to a complete exemption from, or a reduced rate in, United States withholding tax on interest payments or other withholdable payments to be
made hereunder or any Loan Document. If a Lender that is a Non-U.S. Lender is claiming a complete exemption from withholding on interest pursuant to Sections 871(h) or 881(c) of the Code, the Lender shall
deliver (along with two accurate and complete original signed copies of IRS Form W-8BEN or W-8BEN-E, or, to the extent such
Lender is not the beneficial owner, IRS W-8IMY, accompanied by appropriate attachments) a certificate in form and substance reasonably acceptable to Administrative Agent certifying that such Non-U.S. Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the
Code, or a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code (any such certificate, a “Withholding Certificate”). In addition, each Lender that is a Non-U.S. Lender agrees that from time to time after the 

  
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Closing Date, (or in the case of a Lender that is an Assignee, after the date of the assignment to such Lender), when a lapse in time (or change in circumstances occurs) renders the prior
certificates hereunder obsolete or inaccurate in any material respect, such Lender shall, to the extent permitted under applicable law, deliver to Borrower and Administrative Agent two new and accurate and complete original signed copies of an IRS
Form W-8BEN, W-8BEN-E, W-8ECI, or W-8IMY (or any
successor or other applicable forms prescribed by the IRS), and if applicable, a new Withholding Certificate, to confirm or establish the entitlement of such Lender or Administrative Agent, to the extent applicable, to an exemption from, or
reduction in, United States withholding tax on interest payments or other withholdable payments to be made hereunder on any Loan. 

(ii)        Each Lender that is not a
Non-U.S. Lender shall provide two properly completed and duly executed copies of IRS Form W-9 (or any successor or other applicable form) to Borrower and Administrative
Agent certifying that such Lender is exempt from United States backup withholding tax. To the extent that a form provided pursuant to this Section 7.6(d)(ii) is rendered obsolete or inaccurate in any material respect as result of expiration or
a change in circumstances with respect to the status of a Lender, such Lender shall, to the extent permitted by applicable law, deliver to Borrower and Administrative Agent revised forms necessary to confirm or establish the entitlement to such
Lender’s or Administrative Agent’s exemption from United States backup withholding tax. The Administrative Agent shall comply with this Section 7.6(d)(ii) (and be subject to Section 7.6(d)(iii)) as if it were a Lender. 

(iii)        Notwithstanding any provision in this Agreement to the
contrary, Borrower shall not be required to pay additional amounts to a Lender, or indemnify any Lender, under this Section 7.6 to the extent that such obligations would not have arisen but for the failure of such Lender to comply with
Section 7.6(d). 
 (iv)        If a payment made to a Lender
under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the
Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation
prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the
Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes
of this clause (iv), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. 

(e)        Each Lender agrees to indemnify Administrative Agent and hold
Administrative Agent harmless for the full amount of any and all present or future Taxes and related liabilities (including penalties, interest, additions to tax and expenses, and any Taxes imposed by any jurisdiction on amounts payable to
Administrative Agent under this 

  
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Section 7.6) which are imposed on or with respect to principal, interest or fees payable to such Lender hereunder and which are not paid by Borrower pursuant to this Section 7.6,
whether or not such Taxes or related liabilities were correctly or legally asserted. This indemnification shall be made within 10 days from the date Administrative Agent makes written demand therefor. A certificate as to the amount of such payment
or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any
Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (e). 

(f)        If any Lender determines, in its sole discretion exercised in good faith,
that it has received a refund of any Taxes as to which it has been indemnified by a Loan Party or with respect to which a Loan Party has paid additional amounts pursuant to this Section 7.6, it shall pay to the Borrower an amount equal to such
refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 7.6 with respect to the Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses (including Taxes) incurred by such Lender, and without interest (other than any interest paid by the relevant taxing authority with respect to such refund), provided that the Loan
Party, upon the request of the Lender, agrees to repay the amount paid over to the Loan Party (plus any penalties, interest or other charges imposed by the relevant Tax authority) to the Lender in the event the Lender is required to repay such
refund to such Tax authority. Notwithstanding anything to the contrary in this subsection, in no event will the applicable Lender be required to pay any amount to the Loan Party pursuant to this subsection the payment of which would place the Lender
in a less favorable net after-Tax position than such Lender would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the
indemnification payments or additional amounts with respect to such Tax had never been paid. This subsection shall not be construed to require any Lender to make available its Tax returns (or any other information relating to its Taxes that it deems
confidential) to any Loan Party or any other Person. 
 (g)        The Loan Parties
shall timely pay to the relevant taxing authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes. 

(h)        As soon as practicable after any payment of any Taxes by any Loan Party to
a taxing authority pursuant to this Section 7.6, such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such taxing authority evidencing such payment, a copy of the return reporting
such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent. 

(i)        For purposes of this Section 7.6, the term “Lender”
includes any Issuing Lender and the term “applicable law” includes FATCA. 

(j)        Each party’s obligations under this Section 7.6 shall survive
the resignation or replacement of the Administrative Agent or any assignment of rights by, or the 

  
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replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document. 

SECTION 8 
 INCREASED
COSTS; SPECIAL PROVISIONS FOR LIBOR LOANS. 
 8.1.      Increased Costs. 

(a)        If any Change in Law (i) imposes, modifies or deems applicable any
reserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section 4), special deposit or similar requirement against assets of, deposits with or for the account of,
or credit extended by any Lender; or (ii) shall impose on any Lender any other condition (excluding Taxes, which for the avoidance of doubt are addressed in Section 7.6) affecting its LIBOR Loans, its Note or its obligation to make LIBOR Loans;
and the result of anything described in clauses (i) and (ii) above is to increase the cost to (or to impose a cost on) such Lender (or any LIBOR Office of such Lender) of making or maintaining any LIBOR Loan, or to reduce the amount of any sum
received or receivable by such Lender (or its LIBOR Office) under this Agreement or under its Note with respect thereto, then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a
calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Administrative Agent), Borrower shall pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such
reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor. 

(b)        If any Lender shall reasonably determine that any Change in Law has or
would have the effect of reducing the rate of return on any Lender’s or any Person controlling such Lender’s capital as a consequence of such Lender’s obligations hereunder or under any Letter of Credit to a level below that which
such Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with
respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand
and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Administrative Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such
reduction so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor. 

8.2.      Basis for Determining Interest Rate Inadequate or Unfair. If: 

(a)        Administrative Agent reasonably determines (which determination shall be
binding and conclusive on Borrower) that by reason of circumstances affecting the interbank LIBOR market adequate and reasonable means do not exist for ascertaining the applicable LIBOR Rate; or 

  
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 (b)    the Required Lenders advise Administrative Agent
that the LIBOR Rate as determined by Administrative Agent will not adequately and fairly reflect the cost to such Lenders of maintaining or funding LIBOR Loans for such Interest Period (taking into account any amount to which such Lenders may be
entitled under Section 8.1) or that the making or funding of LIBOR Loans has become impracticable as a result of an event occurring after the date of this Agreement which in the opinion of such Lenders materially affects such Loans; 

then Administrative Agent shall promptly notify the other parties thereof and, so long as such circumstances shall continue, (i) no
Lender shall be under any obligation to make LIBOR Loans and (ii) on the last day of the current Interest Period for each LIBOR Loan, such Loan shall, unless then repaid in full, automatically convert to a Base Rate Loan. 

8.3.      Changes in Law Rendering LIBOR Loans Unlawful. If any change in, or the
adoption of any new, law or regulation, or any change in the interpretation of any applicable law or regulation by any governmental or other regulatory body charged with the administration thereof, should make it (or in the good faith judgment of
any Lender cause a substantial question as to whether it is) unlawful for any Lender to make, maintain or fund LIBOR Loans, then such Lender shall promptly notify each of the other parties hereto and, so long as such circumstances shall continue,
(a) such Lender shall have no obligation to make a LIBOR Loan (but shall make Base Rate Loans concurrently with the making of LIBOR Loans by the Lenders which are not so affected, in each case in an amount equal to the amount of LIBOR Loans
which would be made by such Lender at such time in the absence of such circumstances) and (b) on the last day of the current Interest Period for each LIBOR Loan of such Lender (or, in any event, on such earlier date as may be required by the
relevant law, regulation or interpretation), such LIBOR Loan shall, unless then repaid in full, automatically convert to a Base Rate Loan. Each Base Rate Loan made by a Lender which, but for the circumstances described in the foregoing sentence,
would be a LIBOR Loan (an “Affected Loan”) shall remain outstanding for the period corresponding to the Group of LIBOR Loans of which such Affected Loan would be a part absent such circumstances. 

8.4.      Funding Losses. Borrower hereby agrees that within 30 days after demand by any
Lender (which demand shall be accompanied by a statement setting forth the basis for the amount being claimed, a copy of which shall be furnished to Administrative Agent), Borrower will indemnify such Lender against any net loss or expense (other
than loss of profit) which such Lender may sustain or incur (including any net loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain any LIBOR Loan), as
reasonably determined by such Lender, as a result of (a) any payment, prepayment or conversion of any LIBOR Loan of such Lender on a date other than the last day of an Interest Period for such Loan (including any conversion pursuant to
Section 8.3) or (b) any failure of Borrower to borrow, prepay, convert or continue any Loan on a date specified therefor in a notice of borrowing, prepayment, conversion or continuation pursuant to this Agreement. For this purpose, all
notices to Administrative Agent pursuant to this Agreement shall be deemed to be irrevocable. 

8.5.      Right of Lenders to Fund through Other Offices. Each Lender may, if it so
elects, fulfill its commitment as to any LIBOR Loan by causing a foreign branch or Affiliate of such Lender to make such Loan; provided that in such event for the purposes of this Agreement such 

  
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Loan shall be deemed to have been made by such Lender and the obligation of Borrower to repay such Loan shall nevertheless be to such Lender and shall be deemed held by it, to the extent of such
Loan, for the account of such branch or Affiliate. 
 8.6.      Discretion of Lenders as to
Manner of Funding. Notwithstanding any provision of this Agreement to the contrary, each Lender shall be entitled to fund and maintain its funding of all or any part of its Loans in any manner it sees fit, it being understood, however, that for
the purposes of this Agreement all determinations hereunder shall be made as if such Lender had actually funded and maintained each LIBOR Loan during each Interest Period for such Loan through the purchase of deposits having a maturity corresponding
to such Interest Period and bearing an interest rate equal to the LIBOR Rate for such Interest Period. 

8.7.      Mitigation of Circumstances; Replacement of Lenders. 

(a)        Each Lender shall promptly notify Borrower and Administrative Agent of any
event of which it has knowledge which will result in, and will use reasonable commercial efforts available to it (and not, in such Lender’s sole judgment, otherwise disadvantageous to such Lender) to mitigate or avoid, (i) any obligation
by Borrower to pay any amount pursuant to Sections 7.6 or 8.1 or (ii) the occurrence of any circumstances described in Sections 8.2 or 8.3 (and, if any Lender has given notice of any such event described in clause (i) or (ii) above and
thereafter such event ceases to exist, such Lender shall promptly so notify Borrower and Administrative Agent). Without limiting the foregoing, each Lender will designate a different funding office if such designation will avoid (or reduce the cost
to Borrower of) any event described in clause (i) or (ii) above and such designation will not, in such Lender’s sole judgment, be otherwise disadvantageous to such Lender. 

(b)        If Borrower becomes obligated to pay additional amounts to any Lender
pursuant to Sections 7.6 or 8.1, or any Lender gives notice of the occurrence of any circumstances described in Sections 8.2 or 8.3, or any Lender becomes a Defaulting Lender, Borrower may designate another bank which is acceptable to Administrative
Agent and the Issuing Lender in their reasonable discretion (such other bank being called a “Replacement Lender”) to purchase the Loans of such Lender and such Lender’s rights hereunder, without recourse to or warranty by, or expense
to, such Lender, for a purchase price equal to the outstanding principal amount of the Loans payable to such Lender plus any accrued but unpaid interest on such Loans and all accrued but unpaid fees owed to such Lender and any other amounts payable
to such Lender under this Agreement and any other Loan Document, and to assume all the obligations of such Lender hereunder, and, upon such purchase and assumption (pursuant to an Assignment Agreement), such Lender shall no longer be a party hereto
or have any rights hereunder (other than rights with respect to indemnities and similar rights applicable to such Lender prior to the date of such purchase and assumption) and shall be relieved from all obligations to Borrower hereunder, and the
Replacement Lender shall succeed to the rights and obligations of such Lender hereunder. 

8.8.      Conclusiveness of Statements; Survival of Provisions. Determinations and
statements of any Lender pursuant to Sections 8.1, 8.2, 8.3 or 8.4 shall be conclusive absent demonstrable error. Lenders may use reasonable averaging and attribution methods in determining compensation under Sections 8.1 and 8.4, and the provisions
of such Sections shall 

  
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survive repayment of the Obligations, cancellation of any Note(s), expiration or termination or Cash Collateralization of the Letters of Credit and termination of this Agreement. 

SECTION 9 

REPRESENTATIONS AND WARRANTIES. 

To induce Administrative Agent and the Lenders to enter into this Agreement and to induce the Lenders to make Loans and
participate in Letters of Credit hereunder and the Issuing Lenders to issue Letters of Credit hereunder, Borrower represents and warrants to Administrative Agent and the Lenders that on the Closing Date and on each date required by
Section 12.2.1(a) of the Credit Agreement and on any other date required in any Loan Document: 

9.1.      Organization. Each Loan Party and its Subsidiaries is validly existing and in
good standing under the laws of its jurisdiction of organization; and each Loan Party and its Subsidiaries is duly qualified to do business in each jurisdiction where, because of the nature of its activities or properties, such qualification is
required, except for such jurisdictions where the failure to so qualify would not have a Material Adverse Effect. 

9.2.      Authorization; No Conflict. Each Loan Party is duly authorized to execute and
deliver each Loan Document to which it is a party, Borrower is duly authorized to borrow monies hereunder and each Loan Party is duly authorized to perform its Obligations under each Loan Document to which it is a party. The execution, delivery and
performance by each Loan Party of each Loan Document to which it is a party, and the borrowings by Borrower hereunder, do not and will not (a) require any consent or approval of any governmental agency or authority (other than any consent or
approval which has been obtained and is in full force and effect), (b) conflict with (i) any provision of law, (ii) the charter, by-laws or other organizational documents of any Loan Party or
(iii) any agreement, indenture, instrument or other document, or any judgment, order or decree, which is binding upon any Loan Party or any of their respective properties, except, in the case of clauses (i) and (iii), to the extent such
violations would not reasonably be expected to result in a Material Adverse Effect or (c) require, or result in, the creation or imposition of any Lien on any asset of any Loan Party (other than Liens in favor of Administrative Agent created
pursuant to the Collateral Documents or permitted by Section 11.2). 

9.3.      Validity and Binding Nature. Each of this Agreement and each other Loan
Document to which any Loan Party is a party is the legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting the enforceability of
creditors’ rights generally and to general principles of equity. 

9.4.      Financial Condition. The audited consolidated financial statements of each of
(i) Club Pilates Franchise, LLC and its Subsidiaries, Cycle Bar Holdco LLC and its Subsidiaries, St. Gregory Holdco, LLC and its Subsidiaries, AKTF and its Subsidiaries, SLF and its Subsidiaries and RHF and its Subsidiaries for the Fiscal Year
ended December 31, 2017, (ii) the unaudited consolidated financial statements of such Persons for the four month period ended April 30, 2018, and (iii) the audited consolidated financial statements for Pure Barre and its Subsidiaries


  
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for the Fiscal Year ended December 31, 2017 and the unaudited consolidated financial statements for such Persons for the eight month-period ended September 30, 2018, copies of each of
which have been delivered to each Lender, were prepared in accordance with GAAP (subject, in the case of such unaudited statements, to GAAP to cash adjustment, to the absence of footnotes and to normal
year-end adjustments and with franchise fee revenue recognition as permitted by Section 1.3(a) hereof) and present fairly in all material respects the financial condition of Borrower and its Subsidiaries
as at such dates and the results of their operations for the periods then ended. 

9.5.      No Material Adverse Change. Since December 31, 2017, there has been no
material adverse change in the financial condition, operations, assets or business of the Loan Parties taken as a whole. 

9.6.      Litigation and Contingent Liabilities. No litigation (including derivative
actions), arbitration proceeding or governmental investigation or proceeding is pending or, to any Loan Party’s knowledge, threatened against any of the Loan Parties and its Subsidiaries which could reasonably be expected to have a Material
Adverse Effect, except as set forth in Schedule 9.6. As of the Closing Date, other than any liability incident to such litigation or proceedings, none of the Loan Parties and their Subsidiaries has any material contingent liabilities which would
reasonably be expected to have a Material Adverse Effect not listed on Schedule 9.6 or permitted by Section 11.1. 

9.7.      Ownership of Properties; Liens. As of the Closing Date, except as would not
reasonably be expected to result in a Material Adverse Effect, each of the Loan Parties and its Subsidiaries owns good and, in the case of real property, marketable title to, and in the case of leased real property, a valid leasehold interest in,
all of its properties and assets, real and personal, tangible and intangible, of any nature whatsoever (including any registered or issued patents, trademarks, trade names, service marks and copyrights), free and clear of all Liens, charges, and
claims (including infringement claims with respect to any registered or issued patents, trademarks, service marks, and copyrights owned by that Loan Party and/or that Subsidiary), except as permitted by Section 11.2. No effective financing
statement or other public notice effective to create or perfect a security interest with respect to all or any part of the Collateral is on file or of record in any public office, except filings (i) evidencing Permitted Liens and filings for
which termination statements have been delivered to Administrative Agent, and (ii) with respect to terminated security interests in intellectual property at the United States Patent and Trademark Office or United States Copyright Office, or any
similar office or agency of the United States, any State thereof, or any other country or any political subdivision thereof including, without limitation, the Canadian Intellectual Property Office. 

9.8.      Equity Ownership; Subsidiaries. All issued and outstanding Capital Securities
of each Loan Party and its Subsidiaries (other than Holdings) are duly authorized and validly issued, fully paid and to the extent such Loan Party is a corporation, non-assessable and free and clear of all
Liens other than those in favor of Administrative Agent, and such securities were issued in compliance in all material respects with all applicable state, provincial and federal laws, as the case may be, concerning the issuance of securities.
Schedule 9.8 sets forth the authorized Capital Securities of each of the Loan Parties and its Subsidiaries as of the Closing Date. All of the issued and outstanding Capital Securities of each of the Loan Parties and its Subsidiaries are


  
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owned as set forth on Schedule 9.8 as of the Closing Date, and all of the issued and outstanding Capital Securities of each Wholly-Owned Subsidiary are, directly or indirectly, owned by Borrower.
As of the Closing Date, except as set forth on Schedule 9.8, there are no pre-emptive or other outstanding rights, options, warrants, conversion rights or other similar agreements or understandings for the
purchase or acquisition of any Capital Securities of any of the Loan Parties and its Subsidiaries. 

9.9.      Pension Plans. 

(a)        Except as would not reasonably be expected to have a Material Adverse
Effect: (i) the Unfunded Liability of all Pension Plans does not in the aggregate exceed twenty percent of the Total Plan Liability for all such Pension Plans; (ii) except as would not reasonably be expected to have a Material Adverse
Effect, each Pension Plan complies in all material respects with all applicable requirements of law and regulations; (iii) no contribution failure under Section 430 of the Code, Section 303 of ERISA or the terms of any Pension Plan
has occurred with respect to any Pension Plan, that will give rise to a Lien under Section 303(k) of ERISA; (iv) there are no pending or, to the knowledge of any Loan Party, threatened, claims, actions, investigations or lawsuits against
any Pension Plan, any fiduciary of any Pension Plan, or Borrower or other member of the Controlled Group with respect to a Pension Plan or a Multiemployer Pension Plan which could reasonably be expected to result in material liability to Borrower or
any other Loan Party; (v) neither Borrower nor any other member of the Controlled Group has engaged in any prohibited transaction (as defined in Section 4975 of the Code or Section 406 of ERISA) in connection with any Pension Plan or
Multiemployer Pension Plan; (vi) within the past five years, neither Borrower nor any other member of the Controlled Group has engaged in a transaction that resulted in a Pension Plan with an Unfunded Liability being transferred out of the
Controlled Group; and (vii) no Termination Event has occurred or is reasonably expected to occur with respect to any Pension Plan. 

(b)        Except as would not reasonably be expected to have a Material Adverse
Effect: (a) all contributions (if any) have been made to any Multiemployer Pension Plan that are required to be made by Borrower or any other member of the Controlled Group under the terms of the plan or of any collective bargaining agreement
or by applicable law; (b) neither Borrower nor any other member of the Controlled Group has withdrawn or partially withdrawn from any Multiemployer Pension Plan, incurred any withdrawal liability with respect to any such plan that remains
outstanding or received notice of any claim or demand for withdrawal liability or partial withdrawal liability from any such plan that remains outstanding, and no condition has occurred which, if continued, could reasonably be expected to result in
a withdrawal or partial withdrawal from any such plan; and (c) neither Borrower nor any other member of the Controlled Group has received any notice that any Multiemployer Pension Plan is in reorganization, that increased contributions are
reasonably expected to be required to avoid a reduction in plan benefits or the imposition of any excise tax, that any such plan is or has been funded at a rate less than that required under Section 412 of the Code, that any such plan is or is
reasonably expected to be terminated, or that any such plan is insolvent. 

(c)        No Loan Party maintains or contributes to any Canadian Defined Benefit
Plan. 

  
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 9.10.      Investment Company Act. No
Loan Party is required to be registered as an “investment company” or a company “controlled” by an “investment company” or a “subsidiary” of an “investment
company,” within the meaning of the Investment Company Act of 1940. 

9.11.      Compliance with Laws. Each Loan Party and each Subsidiary thereof is in
compliance with the requirements of all laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of law or order, writ, injunction or decree is being
contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. 

9.12.      Regulation U. Borrower is not engaged principally, or as one of its important
activities, in the business of extending credit for the purpose of purchasing or carrying Margin Stock. 

9.13.      Taxes. Each Loan Party and its Subsidiaries has filed all federal, state and
local income tax returns and reports and all other material tax returns and reports required by law to have been filed by it (after giving effect to filing extensions) and has paid all federal, state and local income and other material taxes and
governmental charges due and payable with respect to such return, except any such taxes or charges which are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with past custom and
practice shall have been set aside on its books. The Loan Parties and their Subsidiaries have made adequate reserves on their books and records in accordance with their past custom and practice for all unpaid Federal and other material taxes of the
Loan Parties and their Subsidiaries for operations and transactions that have accrued but which are not yet due and payable. Except as set forth on Schedule 9.13, no Loan Party has participated in any transaction that relates to a year of the
taxpayer (which is still open under the applicable statute of limitations) which is a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2) (irrespective of the date when the transaction was
entered into). 
 9.14.      Solvency, etc. As of the Closing Date and immediately
after giving effect to the issuance of each Letter of Credit and making of each Loan hereunder and the after giving effect to the application of the proceeds of each Loan, with respect to the Loan Parties (taken as a whole), (a) the fair value of
their assets on a going concern basis is greater than the amount of its liabilities (including disputed, contingent and unliquidated liabilities) as such value is established and liabilities evaluated in accordance with GAAP, (b) the present
fair saleable value of their assets on a going concern basis is not less than the amount that will be required to pay the probable liability on its debts as they become absolute and matured, (c) they are able to realize upon its assets and pay
its debts and other liabilities (including disputed, contingent and unliquidated liabilities) as they mature in the normal course of business, and (d) they do not have unreasonably small capital to conduct the business in which they are now
engaged as such business is now conducted and proposed to be conducted following the Closing Date. In computing the amount of contingent or unliquidated liabilities at any time, such liabilities shall be computed at the amount that, in light of all
the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability. 

  
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 9.15.      Environmental Matters. The on-going operations of each of the Loan Parties and its Subsidiaries comply in all respects with all Environmental Laws, except for such non-compliance which would not (if enforced in accordance with applicable law)
reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect. Each of the Loan Parties and its Subsidiaries has obtained, and maintained in good standing, all licenses, permits, authorizations,
registrations and other approvals required under any Environmental Law and required for their respective ordinary course operations, and for their reasonably anticipated future operations, and each of the Loan Parties and its Subsidiaries is in
compliance with all terms and conditions thereof, except where the failure to obtain, maintain or comply would not reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect. None of the Loan Parties or
their Subsidiaries and none of their properties or operations is subject to, or reasonably anticipates the issuance of, any written order from or agreement with any federal, state, provincial or local governmental authority, nor subject to any
judicial or docketed administrative or other proceeding, respecting any Environmental Law, Environmental Claim or Hazardous Substance, except as would not reasonably be expected to result, either individually or in the aggregate, in a Material
Adverse Effect. There are no conditions of contamination by Hazardous Substances or other environmental conditions or circumstances existing with respect to any property, arising from operations prior to the Closing Date, or relating to any waste
disposal, of any Loan Party or any Subsidiary thereof that would reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect. No Loan Party nor any Subsidiary has any underground storage tanks that are not
properly registered or permitted under applicable Environmental Laws or that at any time have released, leaked, disposed of or otherwise discharged Hazardous Substances that would reasonably be expected to result, either individually or in the
aggregate, in a Material Adverse Effect. 
 9.16.      Insurance. Each Loan Party and
its Subsidiaries and their respective properties are insured with what are reasonably believed by the Borrower to be financially sound and reputable insurance companies which are not Affiliates of the Loan Parties, in such amounts, with such
deductibles and covering such risks as are customarily carried by companies of similar size, engaged in similar businesses and owning similar properties in localities where such Loan Parties and Subsidiaries operate.Real Property. Set forth
on Schedule 9.17 is a complete and accurate list, as of the Closing Date, of the address of all material real property owned or leased by any of the Loan Parties and their Subsidiaries, together with, in the case of leased property, the name and
mailing address of the lessor of such property. Each of the Loan Parties and their respective Subsidiaries enjoys peaceful and undisturbed possession under all real property leases, space sharing agreements or similar arrangements to which such Loan
Party or Subsidiary is a party or under which such Loan Party or Subsidiary is operating its businesses, except to the extent the failure to do so would not reasonably be expected to result in a Material Adverse Effect. Each of the Loan Party’s
and their respective Subsidiaries’ real property leases, space sharing agreements or similar arrangements are valid and subsisting and no Loan Party or Subsidiary has knowledge of a default by such Loan Party or Subsidiary under any such lease,
agreement or arrangement, except to the extent the failure to do so or such default would not reasonably be expected to result in a Material Adverse Effect.Information. All factual information concerning the Loan Parties and their
Subsidiaries (other than projections, budgets, estimates, other forward looking information and any general industry or market data) heretofore or contemporaneously herewith furnished in writing by any Loan Party to Administrative Agent or any
Lender for purposes of or in connection with this Agreement and the transactions 

  
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contemplated hereby is, and all written information hereafter furnished by or on behalf of any Loan Party to Administrative Agent or any Lender pursuant hereto or in connection herewith will be,
when taken as a whole, true and accurate in every material respect on the date as of which such information is dated or certified, and none of such information, taken as a whole, is or will be incomplete by omitting to state any material fact
necessary to make such information not materially misleading when taken as a whole and in light of the circumstances under which made and as of the time at which made (it being recognized by Administrative Agent and the Lenders that any projections
and forecasts provided by Borrower are based on good faith estimates and assumptions believed by Borrower to be reasonable as of the date of the applicable projections or assumptions and that actual results during the period or periods covered by
any such projections and forecasts may differ materially from projected or forecasted results). 

9.19.      Intellectual Property. Except as set forth on Schedule 9.19, as of the Closing
Date, each of the Loan Parties and its Subsidiaries owns and possesses or has a license or other right to use or exploit all rights in patents trademarks, trade names, service marks, copyrights, and all other intellectual property rights as are
necessary for the conduct of the business of such Loan Party or Subsidiary as currently conducted by such Loan Party or Subsidiary, without any infringement upon rights of others which could reasonably be expected to have a Material Adverse Effect.

 9.20.      Burdensome Obligations. None of the Loan Parties or their Subsidiaries is
a party to any agreement or contract or subject to any restriction contained in its organizational documents which could reasonably be expected to have a Material Adverse Effect. 

9.21.      Labor Matters. Except as set forth on Schedule 9.21, no Loan Party is subject
to any labor or collective bargaining agreement. There are no existing or threatened strikes, lockouts or other labor disputes involving any Loan Party that singly or in the aggregate could reasonably be expected to have a Material Adverse Effect.
Hours worked by and payment made to employees of the Loan Parties are not in violation of the Fair Labor Standards Act or any other applicable law, rule or regulation dealing with such matters, except as could not reasonably be expected to have a
Material Adverse Effect. 
 9.22.      Anti-Terrorism Laws. 

(a)        No Loan Party (and, to the knowledge of each Loan Party, no joint venture
or subsidiary thereof) is in violation in any material respects of any applicable United States or Canada requirements of law relating to counter-terrorism, economic sanctions or anti-money laundering (the “Anti-Terrorism Laws”),
including the United States Executive Order No. 13224 on Terrorist Financing (the “Anti-Terrorism Order”), the Patriot Act and Canadian AML Laws. 

(b)        No Loan Party (and, to the knowledge of each Loan Party, no joint venture
or subsidiary thereof) (i) is listed in the annex to, or is otherwise subject to the provisions of, the Anti-Terrorism Order, (ii) is owned or controlled by, or acting for or on behalf of, any person listed in the annex to, or is otherwise
targeted under the provisions of, the Anti-Terrorism Order, (iii) commits, threatens or conspires to commit or supports “terrorism” as defined in the Anti-Terrorism Order or (iv) is named as a “specially designated
national and blocked person” in the 

  
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most current list (the “SDN List”) published by the U.S. Treasury Department’s Office of Foreign Asset Control (“OFAC”). 

(c)        No Loan Party (and, to the knowledge of each Loan Party, no joint venture
or Affiliate thereof) (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person described in clauses (b)(i), (b)(ii) and (b)(iv) above, (ii) deals in, or
otherwise engages in any transactions relating to, any property or interests in property blocked pursuant to the Anti-Terrorism Order or any Canadian AML Laws or (iii) engages in or conspires to engage in any transaction that evades or avoids,
or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law. 

9.23.      No Default. No Default or Event of Default exists or would result from the
incurrence by any Loan Party of any Debt hereunder or under any other Loan Document. 

9.24.      Economic Sanctions and AML. Borrower and each Subsidiary of Borrower is and
will remain in compliance in all material respects with all applicable U.S. and Canada economic sanctions and related international trade laws, Executive Orders and implementing regulations including as promulgated by OFAC, and all applicable
anti-money laundering and counter-terrorism financing provisions of the Bank Secrecy Act (“BSA”) and all regulations issued pursuant to it. Neither Borrower nor any Subsidiary of Borrower (i) is a Person designated on the SDN
List with which a U.S. Person cannot deal with or otherwise engage in business transactions, (ii) is a Person who is otherwise the target of U.S. economic sanctions laws such that a U.S. Person cannot deal or otherwise engage in business
transactions with such Person or (iii) is controlled by (including without limitation by virtue of such person being a director or owning voting shares or interests), or acts, directly or indirectly, for or on behalf of, any person or entity on
the SDN List or a foreign government that is the target of U.S. economic sanctions prohibitions such that the entry into, or performance under, this Agreement or any other Loan Document would be prohibited under U.S. law. If Borrower is required to
file annual or quarterly reports under Section 13(a) of the Securities and Exchange Act of 1934 the foregoing sentence shall apply to Affiliates of Borrower as well. 

9.25.      Patriot Act and Anti-Bribery. Borrower and each Subsidiary of Borrower are in
compliance to the extent applicable with (a) the Trading with the Enemy Act, and each of the OFAC regulations (31 CFR, Subtitle B Chapter V, as amended) and any other enabling legislation or executive order relating thereto, (b) the
Patriot Act and (c) other federal or state laws relating to “know your customer” and anti-money laundering rules and regulations including Canadian AML Laws. No part of the proceeds of any Loan will be used directly or
indirectly for any payments to any government official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or
obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977 or any Canadian AML Laws. 

9.26.      Related Agreements, etc. 

(a)        Borrower has heretofore furnished Administrative Agent a true and correct
copy of the Related Agreements. 

  
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 (b)        Each Loan Party has duly
taken all necessary corporate, partnership or other organizational action to authorize the execution, delivery and performance of the Related Agreements and the consummation of transactions contemplated thereby. 

(c)        The Related Transactions will comply with all applicable legal
requirements, and all necessary governmental, regulatory, creditor, shareholder, partner, and other material consents, approvals, and exemptions required to be obtained by the Loan Parties and, to each Loan Party’s knowledge, each other party
to the Related Agreements in connection with the Related Transactions will be, prior to consummation of the Related Transactions, duly obtained and will be in full force and effect. As of the date of the Related Agreements, all applicable waiting
periods with respect to the Related Transactions will have expired without any action being taken by any competent governmental authority which restrains, prevents or imposes material adverse conditions upon the consummation of the Related
Transactions. 
 (d)        The execution and delivery of the Related Agreements
did not, and the consummation of the Related Transactions will not, violate any statute or regulation of the United States (including any securities law) or of any state or other applicable jurisdiction, or any order, judgment, or decree of any
court or governmental body binding on any Loan Party or, to any Loan Party’s knowledge, any other party to the Related Agreements, or result in a breach of, or constitute a default under, any material agreement, indenture, instrument, or other
document, or any judgment, order, or decree, to which any Loan Party is a party or by which any Loan Party is bound or, to any Loan Party’s knowledge, to which any other party to the Related Agreements is a party or by which any such party is
bound. 
 (e)        As of the Closing Date, no statement or representation made in
the Related Agreements by any Loan Party or, to any Loan Party’s knowledge, any other Person, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the
statements made therein, in light of the circumstances under which they are made, not misleading in any material respect. 

9.27.      Franchise Matters. Since September 1, 2016, LBF is the only Person that
has operated an “@ the LB” Franchise System or offered or sold “@ the LB” Franchises, and S415 is the only Person that has operated a “Shred415” Franchise System or offered “Shred415” Franchises. The “@
the LB” Franchise System is the only Franchise System that LBF has operated, and “Shred415” is the only Franchise System that S415 has operated. Except as set forth on Schedule 9.27(a), neither the Company nor any Subsidiary of
the Company has offered or sold or otherwise granted rights to any Person conferring upon that Person area development, area representative, master franchise, sub-franchise or other multi-unit or multilevel
rights with respect to the “Shred415” and “@ the LB” brands. 

(b)        Since April 1, 2014, CBF and its Subsidiaries are the only Persons
that have operated the “CycleBar” Franchise System or offered or sold “CycleBar” Franchises. The “CycleBar” Franchise System is the only franchise network or system that CBF and its Subsidiaries have operated. Except as
set forth on Schedule 9.27(b), neither CBF nor any Subsidiary of any of the Companies has offered or sold or otherwise granted rights to any Person conferring upon that Person area development, area representative, master franchise, sub-franchise or other multi-unit or multilevel rights with respect to the “CycleBar” brand. 

  
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 (c)        Since March 2,
2015, CPF is the only Person that has operated a “Club Pilates” franchise system or offered or sold “Club Pilates” franchises. The “Club Pilates” Franchise System is the only franchise system that CPF has operated.
Except as set forth on Schedule 9.27(c), neither CPF nor any other Subsidiary of any of the Companies has offered or sold or otherwise granted rights to any Person conferring upon that Person area development, area representative, master
franchise, sub-franchise or other multi-unit or multilevel rights with respect to the “Club Pilates” brand. Only CPF has entered into the Franchise Agreements. Except as set forth on Schedule
9.27(c), all Franchise Agreements entered into by CP Global, LLC were validly assigned to CPF on March 12, 2015 and all such Franchise Agreements remain binding on the parties and their assignee(s). 

(d)        (i) The Franchisors are the only Subsidiaries of any of the Companies that
have offered Franchises or entered into Franchise Agreements. Except as set forth on Schedule 9.27(d), all Franchise Agreements entered into by the Franchisors remain binding on the parties and their assignee(s). (ii) AKTF is the only Person
that has operated an “AKT in Motion” franchise system or offered or sold “AKT in Motion” franchises. The “AKT in Motion” Franchise System is the only franchise system that AKTF has operated. RHF is the only Person that
has operated a “Row House” franchise system or offered or sold “Row House” franchises. The “Row House” Franchise System is the only franchise system that RHF has operated. SLF is the only Person that has operated a
“Stretch Lab” franchise system or offered or sold “Stretch Lab” franchises. The “Stretch Lab” Franchise System is the only franchise system that SLF has operated. The “Pure Barre” Franchise System is the only
franchise system that Pure Barre has operated. 
 (e)        Schedule
9.27(e) contains, as of the date set forth in such Schedule, a complete and accurate list of all currently effective Franchise Agreements (excluding Area Representative Agreements, Development Agreements and Master Franchise Agreements, which
are disclosed in Schedule 9.27(p)) between any of the Franchisors and any Franchisee, including the following information for each such Franchise Agreement, which information reflects the provisions of each such Franchise Agreement currently
in effect after taking into account all waivers, alterations, amendments or other modifications thereof (including those responsive to clause (ix) below): (i) the Franchise System licensed, (ii) the business address of each franchised
location operated by such Franchisee, (iii) the name, address and telephone number of the Franchisee, (iv) the royalty rate required to be paid by the Franchisee, (v) the required Marketing Fund Contribution Rate, (vi) the
required minimum monthly royalty, (vii) the stated effective date or the effective date reflected by the Franchisor’s date of signature, (viii) the renewal date if such date is not 10 years after the effective date, and
(ix) whether or not there have been any material waivers, alterations, amendments or other material modifications of any Franchise Agreement (including changes related to any fees, costs, expenses, defaults, covenants, term, termination,
renewal or transfer rights, or other material obligations of a Franchisee) since the execution of such Franchise Agreement that a Franchisor has agreed to, entered into or acquiesced to. 

(f)        Except as set forth on Schedule 9.27(f), to the Companies’
Knowledge, no Franchisee is in, or has received written notice of, any material violation or material default of (including any condition that with the passage of time or the giving of notice, or both, would cause such a material violation or
material default under) any Franchise Agreement. None of the 

  
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Franchisors are in, nor have any of them received written notice of any, violation of or default under (including any condition that with the passage of time or the giving of notice, or both,
would cause such a violation or default under) any Franchise Agreement or that would permit termination or rescission of any such Franchise Agreement. None of the Franchisors have received any written demand by any Franchisee for rescission of any
Franchise Agreement. To the Companies’ Knowledge, (i) there is no basis for any claim by any Franchisee for rescission of any Franchise Agreement, and (ii) no Franchisee is entitled to any
set-off or reduction in any payment required under any Franchise Agreement. Each Franchise Agreement is a valid and binding agreement between the applicable Franchisor and such Franchisee, and is in full force
and effect, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. 

(g)        Schedule 9.27(g) sets forth a list of all forms of FDDs that the
Franchisors have used to offer or sell Franchises. The Companies have made available to the Administrative Agent accurate and complete copies of each such form of FDD. 

(h)        Except as set forth on Schedule 9.27(h) and except for such
noncompliance as would not either individually or in the aggregate reasonably be expected to be material, the Franchisors are and since their formation have been, in compliance with all applicable Franchise Laws in connection with the offer and sale
of Franchises, the ongoing relationships with current and former Franchisees, the termination, non-renewal and transfers of Franchises, and the operation and administration of their Franchise Systems. 

(i)    To the Companies’ Knowledge, no current or former Franchisee, or any governmental authority,
has delivered written notice to any of the Franchisors alleging that any of the Franchisors failed to comply with any applicable Laws during the offer and sale of a Franchise or the operation of either of their Franchise Systems. 

(j)        Schedule 9.27(j) contains a summary of all
(i) Franchise-related or Franchisee-related proceedings, orders, material complaints or material disputes raised since formation, (ii) proceedings or orders required to be disclosed in FDDs under applicable Franchise Laws, or
(iii) other proceedings or complaints that are pending or, to the Companies’ Knowledge, have been threatened against any of the Companies or any other Subsidiary of any of the Companies (including any of the Franchisors) since formation,
(A) from any existing or former Franchisee, or (B) any association purporting to represent a group of Franchisees, except where such proceeding, either individually or in the aggregate, would not be expected to be material. There are no
stop orders or other proceedings in effect or, to the Companies’ Knowledge, threatened that would inhibit any of the Franchisors’ ability to offer or sell Franchises or enter into Franchise Agreements immediately following the Closing
Date, except for (x) any pending renewal filings and (y) any amendment filings and changes to their respective FDDs that might be required to describe the Related Transaction. 

(k)        To the Companies’ Knowledge, since formation, all collections and
contributions to the Marketing Funds have been undertaken in accordance with the terms and conditions of each Franchise Agreement, and the use and administration of the Marketing Fund contributions have at all times materially complied with all
Franchise Agreements, FDDs and 

  
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Franchise Laws. The use of the Marketing Funds has not and does not violate any Franchise Law. There are no loans owed to, or owing from, the advertising program. To the Companies’
Knowledge, there are no, and none of the Companies (including the Franchisors) have received written notice of, allegations that any of the expenditures from the advertising program have been improperly collected, accounted for, maintained, used or
applied. 
 (l)        Except as set forth on Schedule 9.27(l), none of the
Companies or its Subsidiaries (including the Franchisors) have engaged or hired an agent, broker, third party, Franchisee or licensee to provide material services, assistance or support to any Franchisee or to identify, offer or sell to potential
Franchisees. 
 (m)        To the Companies’ Knowledge, no franchise
association or other organization is acting as a representative of any group of two or more Franchisees. Any franchise council or advisory group presently in place (whether independently formed or sponsored by a Franchisor) is purely advisory in
nature. Except as set forth on Schedule 9.27(m), none of the Franchisors have granted any enforceable right of first refusal, option or other right or arrangement to sign any Franchise Agreement or acquire any Franchise Agreement. 

(n)        Except as set forth on Schedule 9.27(n), none of the Companies or
any other Subsidiary of any of the Companies (including any of the Franchisors) has received, or been a party to any agreement, contract, obligation or commitment, whether oral or written, under which any of such entities has the right to receive,
material rebates, other material payments or material consideration from suppliers or other third parties, including the ability to purchase products, goods and services at lower prices than those charged to Franchisees, on account of direct or
indirect Franchisees’ purchases from those suppliers or third parties. None of the Companies or any other Subsidiary of any of the Companies (including any of the Franchisors) has made any offer, promise, agreement, contract, obligation or
commitment, whether oral or written, with respect to any future or contingent rebates or other payments from suppliers or other third parties to or for the benefit of a Franchisee or another Person. There are no agreements, contracts, obligations,
commitment or special arrangements, whether oral or written, with any Franchisee that are prohibited by the applicable Franchise Agreement or that have not been properly disclosed in accordance with applicable Franchise Laws. 

(o)        Neither the execution of this Agreement nor the consummation of the
Related Transaction requires the consent of any party to a Franchise Agreement or will result in a violation of or a default under, or give rise to a right of termination, modification, cancellation, rescission or acceleration of any material
obligation or loss of material benefits under, any Franchise Agreement. 

(p)        Schedule 9.27(p) contains, as of the date set forth in such
schedule, a complete and accurate list of all currently effective Area Representative Agreements, Development Agreements and Master Franchise Agreements between any of the Franchisors and any Franchisee, including the following information for each
such Area Representative Agreements, Development Agreements and Master Franchise Agreements which information reflects the provisions of each such Area Representative Agreements, Development Agreements and Master Franchise Agreements currently in
effect after taking into account all waivers, alterations, amendments or other modifications thereof: (i) the name, address and telephone 

  
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number of the Franchisee, (ii) the geographical area covered by such Area Representative Agreements, Development Agreements and Master Franchise Agreements, (iii) the number of
Franchises currently open and operated by such Franchisee pursuant to the Area Representative Agreements, Development Agreements and Master Franchise Agreements including the business address of each; (iv) the development schedule showing the
number of Franchises and the number and scheduled date of openings for each additional Franchise to be opened by such Franchisee; (v) the status as to whether the Franchisee is in compliance with the development schedule and the support
services that are required under the Area Representative Agreements, Development Agreements and Master Franchise Agreements; (vi) the amount of the initial area representative fee, development fee or master franchise fee paid and number of
Franchises remaining to be opened with the associated initial franchise fee required to be paid for those scheduled to be opened; (vii) the stated effective date of the Area Representative Agreements, Development Agreements and Master Franchise
Agreements, term of the development schedule and stated expiration date of the Area Representative Agreements, Development Agreements and Master Franchise Agreements; (viii) whether or not there have been any material waivers, alterations,
amendments or other material modifications of any Area Representative Agreements, Development Agreements and Master Franchise Agreements (including changes related to any fees, costs, expenses, defaults, covenants, term, development schedule,
territory or development area, termination, renewal or transfer rights, or other material obligations of an area representative or Franchisee) since the execution of such Area Representative Agreements, Development Agreements and Master Franchise
Agreements that the Franchisor has agreed to, entered into or acquiesced to; and (iv) the number of third-party Franchises supported by each Franchisee in its territory pursuant to the Area Representative Agreement. 

(q)        Each franchisee of the Franchisors is in compliance with the requirements
of their Franchise Agreements to maintain coverage under such insurance policies, except to the extent such non-compliance could not reasonable be expected to result in material liability to the applicable
Franchisor. 
 (r)        Each Franchisor has appropriate data privacy and cyber
liability policies and procedures in place that are customary for companies engaged in similar businesses as the Loan Parties. 

(s)        Each Franchisor has obtained an acknowledgment of receipt of the FDD from
each of its renewing franchisees and new franchisees. 
 (t)        Each Franchisor
will review its FDD, Franchise Agreement, Operations Manuals, and standards and procedures no less frequently than on an annual basis and make any reasonably necessary revisions to minimize risks that its franchise relationship with its franchisees
or franchisee personnel will be characterized as a joint employer relationship or expose the franchisor to claims of vicarious liability, and otherwise conform their FDD, Franchise Agreement, Operations Manuals, and standards and procedures with
then-current customary practices for franchisors providing similar goods and services. 

9.28.      Holdings and Intermediate Holdings. Except as otherwise permitted under
Section 10.12, (a) Holdings has not engaged in any activities other than acquiring all of the Capital Securities of Intermediate Holdings, acting as a holding company and transactions 

  
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incidental thereto, entering into and performing its obligations under the Loan Documents and the other Related Agreements and agreements permitted hereunder and does not hold any assets other
than all of the issued and outstanding Capital Securities of Intermediate Holdings, and contractual rights and obligations pursuant to the Loan Documents, the Related Agreements, the Holdings LLC Agreement and any other agreement governing equity
related matters and other documents incidental thereto and (b) Intermediate Holdings has not engaged in any activities other than acquiring all of the Capital Securities of Borrower, acting as a holding company and transactions incidental
thereto, entering into and performing its obligations under the Loan Documents and the other Related Agreements and agreements permitted hereunder and does not hold any assets other than all of the issued and outstanding Capital Securities of
Borrower, and contractual rights and obligations pursuant to the Loan Documents, the Related Agreements, the Purchase Agreement, the Intermediate Holdings LLC Agreement and any other agreement governing equity related matters and other documents
incidental thereto. Location of Bank Accounts. Schedule 9.29 sets forth a complete and accurate list as of the Closing Date of all deposit, checking, and other bank accounts, all securities and other accounts maintained with any broker
dealer or other securities intermediary, and all other similar accounts maintained by each Loan Party, together with a description thereof (including the bank, broker dealer, or securities intermediary at which each such account is maintained and
the account number and the purpose thereof). 
 9.30.      Material Contracts. Set
forth on Schedule 9.30 is a complete and accurate list as of the Closing Date of all Material Contracts of each of the Loan Parties and their Subsidiaries, showing the parties and subject matter thereof and amendments and modifications
thereto. Each such Material Contract (a) is in full force and effect and is binding upon and enforceable against each of the Loan Parties and their Subsidiaries that is a party thereto and, to each Loan Party’s knowledge, all other parties
thereto in accordance with its terms; (b) has not been otherwise amended or modified; and (c) is not in default due to the action of any of the Loan Parties and their Subsidiaries or, to the knowledge of any Loan Party, any other party
thereto. 
 9.31.      Employee and Labor Matters. There is (a) no unfair labor
practice complaint pending or, to the knowledge of any Loan Party, threatened against any Loan Party or any Subsidiary thereof before any governmental authority and no grievance or arbitration proceeding pending or threatened against any of the Loan
Parties and their Subsidiaries that arises out of or under any collective bargaining agreement; (b) no strike, labor dispute, slowdown, stoppage or similar action or grievance pending or threatened against any of the Loan Parties and their
Subsidiaries; or (c) to the knowledge of each Loan Party, no union representation question existing with respect to the employees of any of the Loan Parties and their Subsidiaries and no union organizing activity taking place with respect to
any of the employees of any of the Loan Parties and their Subsidiaries. None of the Loan Parties and their ERISA Affiliates has incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act (“WARN”) or
similar state law that remains unpaid or unsatisfied. The hours worked and payments made to employees of each of the Loan Parties and their Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable legal
requirements, except to the extent any such violations could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from any of the Loan Parties and their Subsidiaries on
account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of that Loan Party or that 

  
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Subsidiary, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 

9.32.      No Bankruptcy Filing. None of the Loan Parties and their Subsidiaries is
contemplating either an Insolvency Proceeding or the liquidation of all or a major portion of that Loan Party’s or that Subsidiary’s assets or property, and no Loan Party has any knowledge of any Person contemplating an Insolvency
Proceeding against any of the Loan Parties and their Subsidiaries. 
 9.33.      Name;
Jurisdiction of Organization; Organizational ID Number; Chief Place of Business; Chief Executive Office; FEIN. Schedule 9.33 sets forth a complete and accurate list as of the Closing Date of (a) the exact legal name of each of
the Loan Parties and their Subsidiaries; (b) the jurisdiction of organization of each of the Loan Parties and their Subsidiaries; (c) the organizational identification number of each Loan Party (or indicates that that Loan Party has no
organizational identification number); (d) each place of business of each of the Loan Parties and their Subsidiaries; (e) the chief executive office of each of the Loan Parties and their Subsidiaries; and (f) the federal employer
identification number of each Loan Party. 
 9.34.      Hedging Agreements. None of the
Loan Parties and their Subsidiaries is a party to, nor will it be a party to, any Hedging Agreement other than a bona fide (not speculative) unsecured Hedging Agreement, in form and substance reasonably acceptable to Administrative Agent. 

SECTION 10 
 AFFIRMATIVE
COVENANTS. 
 Until the expiration or termination of the Commitments and thereafter until all Obligations hereunder and
under the other Loan Documents are Paid in Full, Borrower agrees that, unless at any time the Required Lenders shall otherwise expressly consent in writing, it will: 

10.1.      Reports, Certificates and Other Information. Furnish to Administrative Agent:

 10.1.1.      Annual Report. Within 120 days after the close of each Fiscal Year:
(a) a copy of the annual audit report of Holdings and its Subsidiaries for such Fiscal Year, including therein consolidated balance sheets and statements of earnings and cash flows of Holdings and its Subsidiaries as at the end of such Fiscal
Year, certified without adverse reference to going concern qualification by independent auditors of recognized standing selected by Borrower and reasonably acceptable to Administrative Agent (except to the extent such qualification is due to the
scheduled maturity date of any Debt), together with a comparison with the budget for such Fiscal Year and a comparison with the previous Fiscal Year, (b) an internally prepared annual report of Holdings and its Subsidiaries for such Fiscal Year
which internally prepared report shall reconcile the statements of earnings and cash flows of Holdings and its Subsidiaries as at the end of such Fiscal Year to the audit report solely to address the recognition of franchise fee income by Holdings
and its Subsidiaries which recognition shall be as permitted pursuant to Section 1.3(a) hereof and (c) commencing with the Fiscal Year 2019, a balance sheet of Holdings and its Subsidiaries as of the end of that Fiscal Year and statement
of earnings and cash 

  
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flows for Holdings and its Subsidiaries for that Fiscal Year, certified by a Senior Officer of Holdings. 

10.1.2.      Interim Reports. (a) Within 30 days after the end of each month,
consolidated balance sheets of Holdings and its Subsidiaries as of the end of such month, together with consolidated statements of earnings and a consolidated statement of cash flows for such month and for the period beginning with the first day of
such Fiscal Year and ending on the last day of such month, together with a comparison with the corresponding period of the previous Fiscal Year and a comparison with the budget for such period of the current Fiscal Year for the twelve month period
ending on the last day of such month, certified by a Senior Officer of Borrower (which financial statements shall be in substantially the same form, and include substantially the same reporting items as the financial statements delivered to
Administrative Agent prior to the Closing Date); and (b) within 30 days after the end of each Fiscal Quarter, consolidated balance sheets of Holdings and its Subsidiaries as of the end of such Fiscal Quarter, together with consolidated
statements of earnings and a consolidated statement of cash flows for such Fiscal Quarter and for the period beginning with the first day of such Fiscal Year and ending on the last day of such Fiscal Quarter, together with a comparison with the
corresponding period of the previous Fiscal Year and a comparison with the budget for such period of the current Fiscal Year for the twelve month period ending on the last day of such Fiscal Quarter, certified by a Senior Officer of Borrower (which
financial statements shall be in substantially the same form, and include substantially the same reporting items as the financial statements delivered to Administrative Agent prior to the Closing Date); provided that for any comparison required
pursuant to either clause (a) or (b) above for any period ending on or prior to September 30, 2018, such comparison does not need to include a cash flow statement. For any monthly period following December 31, 2018, Borrower shall
deliver two sets of monthly or quarterly financial statements hereunder one which complies with GAAP (without giving effect to the carveout for franchise fee income in Section 1.3(a) hereof) (the “GAAP Compliant Financial
Statements”) and the other set reflecting the recognition of franchise fee income as required by Section 1.3(a) hereof; provided if the Administrative Agent has in its sole discretion agreed to permit Holdings and its Subsidiaries
to utilize GAAP compliant reporting for purposes of the financial covenants and other provisions hereof only GAAP Compliance Financial Statements will be required to be delivered hereunder. 

10.1.3.      Compliance Certificates. Contemporaneously with the furnishing of a copy of
each annual audit report pursuant to Section 10.1.1 and each set of annual and quarterly statements pursuant to Section 10.1.2 for each month ending on the last day of a Fiscal Quarter, (i) a duly completed compliance certificate in
the form of Exhibit B, with appropriate insertions, dated the date of such annual report or such statements and signed by a Senior Officer of Borrower, containing a computation of each of the financial ratios set forth in Section 11.14 and to
the effect that such officer has not become aware of any Default or Event of Default that has occurred and is continuing or, if there is any such event, describing it and the steps, if any, being taken to cure it and (ii) a written statement of
Holdings’ management setting forth a discussion of Holdings’ and its Subsidiaries’ financial condition, changes in financial condition and results of operations. 

  
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 10.1.4.      Notice of Default, Litigation
and ERISA Matters. Promptly upon a Senior Officer becoming aware of any of the following, written notice describing the same and the steps being taken by Borrower or the Subsidiary affected thereby with respect thereto: 

(a)        the occurrence of a Default or an Event of Default; 

(b)        any litigation, arbitration or governmental investigation or proceeding
not previously disclosed by any Loan Party to the Lenders which has been instituted or, to the knowledge of a Senior Officer of the Borrower, is threatened against any Loan Party or Subsidiary of any Loan Party or to which any of the properties of
any thereof is subject which, in each case, would reasonably be expected to have a Material Adverse Effect; 

(c)        to the extent a Senior Officer has knowledge that a Material Adverse
Effect or Lien in excess of $1,000,000 on the assets of any Loan Party, would reasonably be expected to result therefrom, (i) the institution of any steps by any member of the Controlled Group or any other Person to terminate any Pension Plan,
(ii) the failure of any member of the Controlled Group to make a required contribution to any Pension Plan (if such failure is sufficient to give rise to a Lien under Section 303(k) of ERISA) or to any Multiemployer Pension Plan,
(iii) the taking of any action with respect to a Pension Plan which could reasonably be expected to result in the requirement that Borrower furnish a bond or other security to the PBGC or such Pension Plan, (iv) the occurrence of any event
with respect to any Pension Plan or Multiemployer Pension Plan which could reasonably be expected to result in the incurrence by any member of the Controlled Group of any liability, fine or penalty (including any claim or demand for withdrawal
liability from any Multiemployer Pension Plan), or (v) any notice that any Multiemployer Pension Plan is in reorganization, that increased contributions are reasonably expected to be required to avoid a reduction in plan benefits or the
imposition of an excise tax, that any such plan is or is reasonably expected to been funded at a rate less than that required under Section 412 of the Code, that any such plan is or will be terminated, or that any such plan is or is reasonably
expected to become insolvent; or 
 (d)        any cancellation (other than
pursuant to a replacement or renewal thereof) or material adverse change in any insurance maintained by any Loan Party. 

10.1.5.      Management Reports. Promptly upon receipt thereof, copies of all detailed
financial and management reports submitted to Holdings, Borrower or any Loan Party by independent auditors in connection with each annual or interim audit made by such auditors of the books of Holdings, Borrower or such Loan Party. 

10.1.6.      Projections. Not later than 60 days after the commencement of each Fiscal
Year, financial projections for Holdings and its Subsidiaries for such Fiscal Year (including a business plan, monthly operating and cash flow budgets and a capital expenditures budget) prepared in a manner consistent with the projections delivered
by Borrower to the Lenders prior to the Closing Date or otherwise in a manner reasonably satisfactory to Administrative Agent, accompanied by a certificate of a Senior Officer of Borrower to the effect that (a) the projections were prepared by
Holdings in good faith; (b) Holdings has a reasonable basis for the assumptions contained in the projections, as of the date of delivery; and (c) the projections have been prepared in accordance with those assumptions (it being recognized
by 

  
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Administrative Agent and the Lenders that any projections and forecasts provided by Holdings are based on good-faith estimates and assumptions believed by Holdings to be reasonable as of the date
of the applicable projections or assumptions and that actual results during the period or periods covered by any such projections and forecasts may differ materially from projected or forecasted results). 

10.1.7.      Updated Schedule. Contemporaneously with the furnishing of each annual
audit report pursuant to Section 10.1.1, an updated version of Schedule 9.17 showing information as of the date of such audit report (it being agreed and understood that this requirement shall be in addition to the other notice and delivery
requirements set forth herein). 
 10.1.8.      Related Transactions Notices. Promptly
following receipt, copies of any material notices (including notices of default or acceleration) received in connection with the Related Transactions. 

10.1.9.      Material Contract Notices. Promptly following receipt, copies of any
material notices (including notices of default) received in connection with any Material Contract that is a Franchise Agreement. 

10.1.10.      Other Information. Promptly from time to time, such other information
reasonably related to the business or financial data, reports, appraisals and projections of the Loan Parties, their properties, collateral or business, as Administrative Agent may reasonably request; provided the Loan Parties shall not be obligated
to provide such information to the extent such disclosure would, in the good faith determination of the Loan Parties, violate attorney-client privilege or applicable confidentiality requirements, constitute disclosure of attorney work product or
otherwise be prohibited by law or fiduciary duty from disclosing. 
 10.2.      Books,
Records and Inspections. Keep, and cause each other Loan Party and their Subsidiaries to keep, its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in accordance with GAAP;
permit, and cause each other Loan Party to permit, Administrative Agent or any representative thereof to inspect the corporate properties and operations (or any properties and operations if an Event of Default exists) of the Loan Parties; and
permit, and cause each other Loan Party to permit, at any reasonable time and with reasonable notice (or at any time without notice if an Event of Default exists), Administrative Agent or any representative thereof to visit any or all of its
offices, to discuss its financial matters with its officers and its independent auditors (and Borrower hereby authorizes such independent auditors to discuss such financial matters with Administrative Agent or any representative thereof so long as
it has been afforded an opportunity to be present), and to examine (and, at the expense of the Loan Parties, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party to permit, Administrative Agent and
its representatives to inspect the Inventory and other tangible assets of the Loan Parties, to perform appraisals of the equipment of the Loan Parties, and to inspect, audit, check and make copies of and extracts from the books, records, computer
data, computer programs, journals, orders, receipts, correspondence and other data relating to Inventory, Accounts and any other collateral, provided the Loan Parties shall not be obligated to provide such information to the extent such disclosure
would, in the good faith determination of the Loan Parties, violate attorney-client privilege or applicable confidentiality requirements, constitute disclosure of 

  
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attorney work product or otherwise be prohibited by law or fiduciary duty from disclosing. All such inspections or audits by Administrative Agent shall be at Borrower’s expense; provided
that so long as no Default or Event of Default exists, Borrower shall not be required to reimburse any Lender or the Administrative Agent for inspections, audits or appraisals (x) for amounts in excess of $50,000 and (y) more frequently
than twice each Fiscal Year. 
 10.3.      Maintenance of Property; Insurance. 

(a)        Keep, and cause each of the Loan Parties and their Subsidiaries to keep,
all property (other than intellectual property) useful and necessary in the business of the Loan Parties in good working order and condition, ordinary wear and tear, casualty loss and condemnation excepted, except (i) as permitted by
Section 11.5, (ii) to the extent that any such properties are obsolete, are being replaced or, in the good faith judgment of such Loan Party or Subsidiary, are no longer useful or desirable in the conduct of the business of the Loan Parties and
their Subsidiaries or (iii) where the failure to do so would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. 

(b)        Maintain, and cause each of the Loan Parties and their Subsidiaries to
maintain, with responsible insurance companies, such insurance coverage as may be required by any law or governmental regulation or court decree or order applicable to it and such other insurance, to such extent and against such hazards and
liabilities, as is customarily maintained by companies similarly situated (including, without limitation, business interruption insurance), but which shall insure against all risks and liabilities as are customarily carried by companies engaged in
similar businesses; and, upon reasonable request of Administrative Agent, furnish to Administrative Agent original or electronic copies of policies evidencing such insurance, and a certificate setting forth in reasonable detail the nature and extent
of all insurance maintained by the Loan Parties. Borrower shall cause each issuer of an insurance policy in respect of any Loan Party to provide Administrative Agent with an endorsement (i) showing Administrative Agent as lender’s loss
payee with respect to each policy of property or casualty insurance with respect to the Collateral and naming Administrative Agent as an additional insured with respect to each policy of liability insurance, (ii) providing that 30 days’
notice will be given to Administrative Agent prior to any cancellation of, material reduction or change in coverage provided by or other material modification to such policy and (iii) reasonably acceptable in all other respects to
Administrative Agent. Each Loan Party shall execute and deliver to Administrative Agent a collateral assignment, in form and substance satisfactory to Administrative Agent, of each business interruption insurance policy and representation and
warranty insurance policy maintained by that Loan Party. 
 (c)        UNLESS
BORROWER PROVIDES ADMINISTRATIVE AGENT WITH EVIDENCE OF THE INSURANCE COVERAGE REQUIRED BY THIS AGREEMENT, ADMINISTRATIVE AGENT MAY PURCHASE INSURANCE AT BORROWER’S EXPENSE, AFTER NOTICE TO BORROWER OF SUCH INTENT, TO PROTECT ADMINISTRATIVE
AGENT’S AND THE LENDERS’ INTERESTS IN THE COLLATERAL. THIS INSURANCE MAY, BUT NEED NOT, PROTECT ANY LOAN PARTY’S INTERESTS. THE COVERAGE THAT ADMINISTRATIVE AGENT PURCHASES MAY NOT PAY ANY CLAIM THAT IS MADE AGAINST ANY LOAN PARTY IN
CONNECTION WITH THE COLLATERAL. BORROWER MAY LATER 

  
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CANCEL ANY INSURANCE PURCHASED BY ADMINISTRATIVE AGENT, AND ADMINISTRATIVE AGENT SHALL COOPERATE WITH BORROWER IN THIS REGARD, BUT ONLY AFTER PROVIDING ADMINISTRATIVE AGENT WITH EVIDENCE THAT
BORROWER HAS OBTAINED INSURANCE AS REQUIRED BY THIS AGREEMENT. IF ADMINISTRATIVE AGENT PURCHASES INSURANCE FOR THE COLLATERAL, BORROWER WILL BE RESPONSIBLE FOR THE COSTS OF THAT INSURANCE, INCLUDING INTEREST AND ANY OTHER CHARGES THAT MAY BE IMPOSED
WITH THE PLACEMENT OF THE INSURANCE, UNTIL THE EFFECTIVE DATE OF THE CANCELLATION OR EXPIRATION OF THE INSURANCE. THE COSTS OF THE INSURANCE MAY BE ADDED TO THE PRINCIPAL AMOUNT OF THE LOANS OWING HEREUNDER. THE COSTS OF THE INSURANCE MAY BE MORE
THAN THE COST OF THE INSURANCE THE LOAN PARTIES MAY BE ABLE TO OBTAIN ON THEIR OWN. 

10.4.      Compliance with Laws; Payment of Taxes and Liabilities. (a) Comply, and
cause each of the Loan Parties and their Subsidiaries to comply, with all applicable laws, rules, regulations, decrees, orders, judgments, licenses and permits, except where failure to comply would not reasonably be expected to have a Material
Adverse Effect; (b) without limiting clause (a) above, ensure, and cause each of the Loan Parties and their Subsidiaries to ensure, that no Person who owns a controlling interest in or otherwise controls any of the Loan Parties and their
Subsidiaries is or shall be (i) listed on the SDN List, Department of the Treasury, and/or any other similar lists maintained by OFAC pursuant to any authorizing statute, Executive Order or regulation or (ii) a person designated under
Section 1(b), (c) or (d) of Executive Order No. 13224 (September 23, 2001), any related enabling legislation or any other similar Executive Orders, (c) without limiting clause (a) above, comply, and cause each of the Loan Parties
and their Subsidiaries to comply, with all applicable BSA and anti-money laundering laws and regulations and (d) pay, and cause each of the Loan Parties and their Subsidiaries to pay, prior to delinquency, all Taxes and other governmental
charges against it or any of its property, as well as claims of any kind which, if unpaid, could become a Lien on any of its property (other than Permitted Liens); provided that the foregoing shall not require any Loan Party or Subsidiary to pay any
such Tax or charge so long as it shall contest the validity thereof in good faith by appropriate proceedings and shall set aside on its books adequate reserves with respect thereto in accordance with GAAP or would not reasonably be expected to
result in a Material Adverse Effect, and, in the case of a claim which could become a Lien (other than a Permitted Lien) on any collateral, such contest proceedings shall stay the foreclosure of such Lien or the sale of any portion of the collateral
to satisfy such claim. 
 10.5.      Maintenance of Existence, etc. Maintain and
preserve, and (subject to Section 11.5) cause each of the Loan Parties and their Subsidiaries to maintain and preserve, (a) its existence and good standing in the jurisdiction of its organization and (b) its qualification to do business
and good standing in each jurisdiction where the nature of its business makes such qualification necessary (other than such jurisdictions in which the failure to be qualified or in good standing would not reasonably be expected to have a Material
Adverse Effect). 
 10.6.      Use of Proceeds. (i) Use the proceeds of the Loans,
and the Letters of Credit under the Existing Credit Agreement, solely to finance the Related Transactions (as defined in the Existing Credit Agreement) and any related earn-outs, to finance the Club Pilates Royalty Buyout and transaction fees
relating to the Club Pilates acquisition, to repay the Debt to be 

  
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Repaid (as defined in the Existing Credit Agreement), to pay fees and expenses related to the transactions contemplated hereby, for working capital purposes, for Permitted Acquisitions, and other
Investments and Restricted Payments permitted hereunder, for Capital Expenditures and for other general business purposes; (ii) use the proceeds of the Additional Term A Loans, the Revolving Loans and the Letters of Credit to finance the
Related Transaction, the Closing Date Acquisition and Permitted Acquisitions and associated fees and expenses, for working capital purposes, for the payment of costs and expenses associated with the credit facility hereunder, for Capital
Expenditures, and for other general business purposes; and (iii) not use or permit any proceeds of any Loan to be used, either directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of “purchasing or
carrying” any Margin Stock. 
 10.7.      Employee Benefit Plans. 

Except as would not reasonably be expected to result in a Material Adverse Effect: 

(a)        Maintain, and cause each other member of the Controlled Group to maintain,
each Pension Plan and each Canadian Pension Plan in substantial compliance with all applicable requirements of law and regulations. 

(b)        Make, and cause each other member of the Controlled Group to make, on a
timely basis, all required contributions to any Multiemployer Pension Plan. 

(c)        Not, and not permit any other member of the Controlled Group to (i)
terminate or withdraw from any Pension Plan or Multiemployer Pension Plan or (ii) take any other action with respect to any Pension Plan that would reasonably be expected to entitle the PBGC or other applicable authority to terminate, impose
liability in respect of, or cause a trustee to be appointed to administer, any Pension Plan. 

10.8.      Environmental Matters. If any release or threatened release or other disposal
of Hazardous Substances shall occur or shall have occurred on any real property or any other assets of any of the Loan Parties and their Subsidiaries that could reasonably be expected to result in a Material Adverse Effect, Borrower shall, or shall
cause the applicable Loan Party or applicable Subsidiary of a Loan Party to, cause the prompt containment and removal of such Hazardous Substances and the remediation of such real property or other assets to the extent required by all Environmental
Laws. Without limiting the generality of the foregoing, Borrower shall, and shall cause each of the Loan Parties and their Subsidiaries to, comply with any Federal or state judicial or administrative order requiring the performance at any real
property of any Loan Party of activities in response to the release or threatened release of a Hazardous Substance that could reasonably be expected to result in a Material Adverse Effect. To the extent that the transportation of Hazardous
Substances is permitted by this Agreement, Borrower shall, and shall cause its Subsidiaries to, dispose of such Hazardous Substances, or of any other wastes, only at licensed disposal facilities operating in compliance with Environmental Laws,
except as could not reasonably be expected to result in a Material Adverse Effect. 

10.9.      Further Assurances. Take, and cause each other Loan Party to take, such
actions as are reasonably necessary or as Administrative Agent or the Required Lenders may reasonably request from time to time to ensure that the Obligations of each Loan Party under the Loan 

  
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Documents are secured by a first priority perfected (subject to Permitted Liens and, with respect to intellectual property, if and to the extent contemplated under the Guaranty and Collateral
Agreement) Lien in favor of Administrative Agent (subject to Permitted Liens) on substantially all of the assets of Borrower and each Loan Party constituting Collateral (as well as all Capital Securities of each first-tier Subsidiary of a Loan Party
that is not a CFC (excluding (i) any non-Wholly Owned Subsidiary owned by the Loan Parties on the Closing Date following the use of commercially reasonable efforts by such Loan Party to cause such non-Wholly Owned Subsidiary to consent to the lien in favor of Administrative Agent on such Capital Securities and (ii) any Subsidiary acquired pursuant to a Permitted JV Acquisition) and 65% of all voting Capital
Securities and 100% of all non-voting Capital Securities of each first-tier Subsidiary) of a Loan Party that is a CFC (excluding (i) any non-Wholly Owned Subsidiary
owned by the Loan Parties on the Closing Date following the use of commercially reasonable efforts by such Loan Party to cause such non-Wholly Owned Subsidiary to consent to the lien in favor of Administrative
Agent on such Capital Securities and (ii) any Subsidiary acquired pursuant to a Permitted JV Acquisition) and guaranteed by each Loan Party (including, immediately upon the acquisition or creation thereof (or such longer period as the
Administrative Agent may provide in its sole discretion), any Subsidiary that is not a CFC acquired or created after the Closing Date), in each case as Administrative Agent may reasonably determine, including (a) the execution and delivery of
guaranties, security agreements, pledge agreements, mortgages, deeds of trust, financing statements, opinions of counsel and other documents, in each case in form and substance reasonably satisfactory to Administrative Agent, and the filing or
recording of any of the foregoing, (b) the prompt delivery of certificated securities and other Collateral with respect to which perfection is obtained by possession, and (c) with respect to any owned real property with a fair market value
in excess of $1,000,000, acquired by any Loan Party after the Closing Date, the delivery within sixty (60) days after the date such real property was acquired (or such longer period as the Administrative Agent may provide in its sole
discretion) of each of the Real Estate Documents with respect to such real property; provided, however, that notwithstanding any provision set forth hereunder or under any Loan Document to the contrary, in no event shall (x) the assets of any
CFC constitute security or secure, or such assets or the proceeds of such assets be available for, payment of the obligations of the Borrower, or (y) more than 65% of the total combined voting power of all classes of stock of any first-tier CFC
of any Loan Party be required to be pledged to secure the obligations of the Borrower. 

10.10.      Deposit Accounts. Unless Administrative Agent otherwise consents in writing,
and subject to Section 10.11, in order to facilitate Administrative Agent’s and the Lenders’ maintenance and monitoring of their security interests in the collateral, maintain, and cause each other Loan Party to maintain, all of their
deposit accounts that are not Excluded Accounts with an institution that has entered into a control agreement with the Administrative Agent and the applicable Loan Party granting control of such account to the Administrative Agent. 

10.11.      Post Closing Covenants. Borrower shall satisfy the requirements and/or
provide to the Administrative Agent each of the documents, instruments, agreements and information set forth on Schedule 10.11, in form and substance reasonably acceptable to the Administrative Agent, on or before the date specified for such
requirement in such Schedule or such later date to be determined by the Administrative Agent in its sole discretion, each of which shall be completed or provided in form and substance reasonably satisfactory to the Administrative Agent. Until the
expiration and passage of the date so stipulated, no breach of any warranty, 

  
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condition or covenant shall be deemed to have occurred as a result of the failure to deliver or perform such requirements. 

10.12.      Holdings Covenant. Holdings and Intermediate Holdings shall not
(i) enter into any agreement outside the ordinary course of business (including any agreement for incurrence or assumption of Debt (except to the extent permitted by this Agreement), any purchase, sale, lease or exchange of any property or the
rendering of any service), between itself and any other Person, other than the Loan Documents to which it is a party, the Original Related Agreements and the Related Agreements, any agreement related to any Debt, Contingent Liability, Investment or
Liens permitted hereunder, any agreements with other Loan Parties and Sponsor to the extent permitted hereunder, any agreements with respect to cash and cash equivalents or bank accounts or other ordinary course agreements, any agreements with any
equityholders, agreements entered into in connection with the issuance, sale, repurchase or redemption of any equity securities, the Holding LLC Agreement or Intermediate Holding LLC Agreement, as applicable, agreements incidental to permitted
activities, such as agreements with employees, officers, directors, accountants, attorneys, advisors, landlords and similar activities and any other agreements required by law or otherwise (collectively, the “Holdings Documents”),
(ii) engage in any business or conduct any business activity or transfer any of its assets (except as otherwise permitted hereunder), other than activities relating to the agreements set forth in clause (i), the making of Investments in Intermediate
Holdings or Borrower, as applicable, existing on the Original Closing Date or permitted or required by this Agreement, the performance of its obligations under the Holdings Documents in accordance with the terms thereof, the making of Restricted
Payments permitted hereunder and the performance of ministerial activities and the payment of taxes and administrative fees and the maintenance of its state law existence or (iii) consolidate, merge or amalgamate with or into any other Person.
Holdings and Intermediate Holdings shall each preserve, renew and keep in full force and effect its existence. 

10.13.      STGH Covenant. STGH shall not (i) enter into any agreement (including
any agreement for incurrence or assumption of Debt (excluding Debt consisting of the Obligations under this Agreement), any purchase, sale, lease or exchange of any property or the rendering of any service), between itself and any other Person,
other than the Loan Documents to which it is a party and the Original Related Agreements, any agreements with respect to cash and cash equivalents or bank accounts, any agreements with equityholders, or other ordinary course agreements necessary in
connection with its business as a holding company, (ii) engage in any business or conduct any business activity or transfer any of its assets, other than activities relating to the agreements set forth in clause (i), the making of Investments
in its Subsidiaries that are Loan Parties, existing on the Original Closing Date or permitted or required by this Agreement, the performance of its obligations under the agreements set forth in clause (i) in accordance with the terms thereof,
the making of Restricted Payments permitted hereunder and the performance of ministerial activities and the payment of taxes and administrative fees and the maintenance of its state law existence or (iii) consolidate, merge or amalgamate with
or into any other Person. STGH shall preserve, renew and keep in full force and effect its existence. 

10.14.      Real Property. 

10.14.1.      Each Loan Party and its Subsidiaries shall comply in all material respects at all
times with the provisions of all real property leases, space sharing agreements or 

  
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similar arrangements to which such Loan Party or Subsidiary is a party, except where such non-compliance would not reasonably be expected to result in a Material Adverse Effect. Except to the
extent that would not reasonably be expected to result in a Material Adverse Effect, each Loan Party and its Subsidiaries shall pay when due (giving effect to all applicable grace periods) all rents and other amounts payable under any real property
lease, space sharing agreements or similar arrangements to which such Loan Party is a party. 

10.14.2.      Each Loan Party and its Subsidiaries shall use commercially reasonable efforts to
cause each lease, space sharing agreement or similar arrangement entered into after the Original Closing Date (including each lease, space sharing agreement or similar arrangement that is amended, restated, supplemented, renewed, extended or
otherwise modified after the Original Closing Date) to not contain (a) any provisions that could result in such lease, space sharing agreement or similar arrangement (including each lease, space sharing agreement or similar arrangement that is
amended, restated, supplemented, renewed, extended or otherwise modified after the Original Closing Date) to be breached, violated, defaulted, voided or terminated (or could result in a Loan Party’s rights to be reduced or a lessor’s
rights to be expanded) due to a change of control or ownership or similar event of such Loan Party, or (b) any provisions that otherwise restrict or prohibit a change of control or ownership or similar event of a Loan Party. The requirements of
this Section 10.14.2 may be waived by the Administrative Agent in its sole discretion. 

10.15.      Fueled Collective Covenant. Promptly (and in any event within two
(2) Business Days) of the Companies’ Knowledge that FCF or any of its Subsidiaries have achieved the lesser of (i) $750,000 of EBITDA for the fiscal quarter most recently ended and (ii) EBITDA for the fiscal quarter most recently
ended in an amount equal to or greater than an amount equal to five percent (5%) of the EBITDA of Holdings and its Subsidiaries for the fiscal quarter most recently ended, then either case of the foregoing clauses (i) or (ii), Holdings shall
notify the Administrative Agent in writing of such information and Holdings shall take, and cause each other Loan Party to take, such actions as are reasonably necessary or as Administrative Agent or the Required Lenders may reasonably request from
time to time to ensure that the Obligations of each Loan Party under the Loan Documents are secured by a first priority perfected (subject to Permitted Liens and, with respect to intellectual property, if and to the extent contemplated under the
Guaranty and Collateral Agreement) Lien in favor of Administrative Agent (subject to Permitted Liens) on substantially all of the assets of FCF and its Subsidiaries, including, without limitation, causing FCF and its Subsidiaries to become Loan
Parties hereunder. 
 SECTION 11 

NEGATIVE COVENANTS 

Until the expiration or termination of the Commitments and thereafter until all Obligations hereunder and under the other Loan
Documents are Paid in Full, Borrower agrees that, unless at any time the Required Lenders shall otherwise expressly consent in writing, it will: 

11.1.      Debt. Not, and not permit any other Loan Party or any Subsidiary of any Loan
Party to, create, incur, assume or suffer to exist any Debt, except: 

(a)        Obligations under this Agreement and the other Loan Documents; 

  
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 (b)        Debt of any of the Loan
Parties (other than Holdings and Intermediate Holdings) and their Subsidiaries secured by Liens permitted by Section 11.2(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time
outstanding shall not exceed $750,000; 
 (c)        (i) Debt of Borrower to any
other Borrower, (ii) Debt of any Loan Party to Borrower or (iii) Debt of Borrower to any Loan Party, (iv) Debt of Holdings or Intermediate Holdings to Borrower to the extent such Debt could otherwise be made as a restricted payment
permitted by Section 11.4 and (v) Debt of any Subsidiary that is not a Guarantor to any Loan Party and Debt of any Loan Party to any Subsidiary that is not a Guarantor in an aggregate amount outstanding not to exceed $1,000,000 less that
amount of Investments made pursuant to Section 11.11(c); provided that if such Debt shall be evidenced by a note, it shall be a demand note in form and substance reasonably satisfactory to Administrative Agent and pledged and delivered to
Administrative Agent pursuant to the Collateral Documents as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the obligations of the Loan Parties under the Loan Documents
(including the Obligations of Borrower under this Agreement) in a manner reasonably satisfactory to Administrative Agent; 

(d)        Debt in respect of surety or appeal bonds, workers’ compensation
claims, self-insurance obligations and bankers acceptances issued for the account of any Loan Party in the ordinary course of business, including guarantees or obligations of any Loan Party with respect to letters of credit supporting such surety or
appeal bonds, workers’ compensation claims, self-insurance obligations and bankers acceptances (in each case other than for an obligation for money borrowed); 

(e)        Debt arising from the honoring by a bank or other financial institution of
a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; 

(f)        Debt arising in connection with endorsement of instruments for deposit in
the ordinary course of business; 
 (g)        Contingent Liabilities to financial
institutions, in each case to the extent in the ordinary course of business and on terms and conditions which are within the general parameters customary in the banking industry, entered into to obtain cash management services or deposit account
overdraft protection services (in amount similar to those offered for comparable services in the financial industry) or other services in connection with the management or opening of deposit accounts or incurred as a result of endorsement of
negotiable instruments for deposit or collection purposes and other customary, Contingent Liabilities of the Loan Parties incurred in the ordinary course of business; 

(h)        Debt consisting of accrued and unpaid management fees, operator costs or
expenses under the Management Agreement; 
 (i)        Debt consisting of any final
judgment rendered against any Loan Party that has not been paid, discharged or vacated or had execution thereof stayed pending appeal prior to such final judgment constituting an Event of Default in accordance with Section 13.1.8; 

  
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 (j)        Hedging Obligations
incurred for bona fide hedging purposes and not for speculation in form and substance reasonably satisfactory to Administrative Agent; 

(k)        Debt described on Schedule 11.1(a) and any extension, renewal or
refinancing thereof so long as the principal amount thereof is not increased; 

(l)        the Debt to be Repaid (so long as such Debt is repaid on the Closing Date
with the proceeds of the initial Loans hereunder); 
 (m)        Contingent
Liabilities arising with respect to (i) customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 11.5, and (ii) the guaranty by a Loan Party of a lease, sublease, license or
sublicense entered into in the ordinary course of business by another Loan Party; 

(n)        Debt incurred solely to finance Borrower’s insurance premiums under
insurance policies maintained by Borrower in the ordinary course of business for insurance required under this Agreement in an aggregate amount at any time outstanding not to exceed the premiums owed under such policy; 

(o)        Debt arising out of judgments, attachments or awards not resulting in an
Event of Default; 
 (p)        Accretion of interest paid in kind on Debt
permitted hereunder; 
 (q)        any guarantee by Holdings or Intermediate
Holdings of Debt or other obligations of the Borrower otherwise permitted under this Agreement; 

(r)        unsecured Debt of Holdings or its Subsidiaries subordinated to the
Obligations on terms and conditions reasonably satisfactory to the Administrative Agent in its reasonable discretion owing to any former director, officer or employee of Holdings, the Borrower or its Subsidiaries, in connection with the termination
of their employment or appointment, or their respective assigns, estates, heirs or their current or former spouses for the repurchase, redemption or other acquisition or retirement for value of any Capital Securities of Holdings held by them; 

(s)        the Existing Earn-Out Obligations;

 (t)        Permitted Earn-Outs and Permitted Seller Debt in an aggregate
outstanding amount not at any time exceeding $6,500,000 (excluding Permitted Earn-Outs in connection with the Original Related Agreements in an amount not to exceed $15,000,000); provided, that (x) the aggregate outstanding amount of any
Permitted Earn-Outs shall not exceed $3,500,000 at any time and (y) for purposes of this Section 11.1(s) the amount of Permitted Earn-Outs shall be deemed to be equal to the maximum amount payable under such
obligation; 
 (u)        other unsecured Debt in an aggregate amount not to exceed
$1,500,000 at any time outstanding; 

  
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 (v)        all premium (if any,
whether due at maturity, or upon acceleration of maturity for any reason including automatic acceleration triggered by a bankruptcy filing), interest, fees, expenses, charges and additional or contingent interest on obligations described in
paragraphs (a) through (u) above; 
 (w)        Debt consisting of obligations
of Holdings or any Subsidiary under deferred compensation or other similar arrangements with employees incurred by such Person in connection with the Transactions, any Permitted Acquisition or any other Investment or other acquisition permitted
hereunder; 
 (x)        Debt representing deferred compensation to employees of
Borrower, Holdings or any Subsidiary incurred in the ordinary course of business; and 

(y)        Guarantee by Holdings or its Subsidiaries of certain lease obligations
existing as of the Closing Date and set forth on Schedule 11.1(b) in an aggregate amount not to exceed $2,500,000. 

Notwithstanding anything contained in this Section 11.1 to the contrary, STGH may not incur any Debt or liabilities of
any sort other than the Obligations. 
 11.2.      Liens. Not, and not permit any other
Loan Party and their Subsidiaries to, create or permit to exist any Lien on any of its real or personal properties, assets or rights of whatsoever nature (whether now owned or hereafter acquired), except: 

(a)        Liens for taxes or other governmental charges not at the time delinquent
or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings and, in each case, for which it maintains adequate reserves in accordance with GAAP and the execution or other enforcement of which is
effectively stayed; 
 (b)        Liens arising in the ordinary course of business
(such as (i) Liens of carriers, warehousemen, mechanics and materialmen and other similar Liens imposed by law and (ii) Liens in the form of deposits or pledges incurred in connection with worker’s compensation, unemployment compensation
and other types of social security (excluding Liens arising under ERISA) or in connection with surety bonds, bids, performance bonds and similar obligations) for sums not overdue more than 90 days or being diligently contested in good faith by
appropriate proceedings and not involving any advances or borrowed money or the deferred purchase price of property or services and, in each case, for which it maintains adequate reserves in accordance with GAAP and the execution or other
enforcement of which is effectively stayed or the failure to pay would not reasonably be expected to result in a Material Adverse Effect; 

(c)        Liens described on Schedule 11.2 as of the Closing; 

(d)        subject to the limitation set forth in Section 11.1(b), (i) Liens
arising in connection with Capital Leases (and attaching only to the property being leased), (ii) Liens existing on property at the time of the acquisition thereof by any Loan Party or its Subsidiaries (and not created in contemplation of such
acquisition) and (iii) Liens that constitute purchase money security interests on any property securing debt incurred for the purpose of financing all 

  
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or any part of the cost of acquiring such property, provided that any such Lien attaches to such property within 20 days of the acquisition thereof and attaches solely to the property so
acquired; 
 (e)        easements, rights of way, restrictions (including zoning
restrictions), covenants, licenses, encroachments, protrusions and other similar real estate charges or encumbrances, minor defects or irregularities in title and other similar real estate Liens not interfering in any material respect with the
ordinary conduct of the business of any Loan Party; 
 (f)        Liens arising out
of judgments, attachments or awards not resulting in an Event of Default; 

(g)        leases, subleases, licenses or sublicenses of the assets or properties of
any of the Loan Parties or their Subsidiaries, in each case entered into in the ordinary course of business and not interfering in any material respect with the business of any of the Loan Parties and their Subsidiaries; 

(h)        bankers’ Liens, rights of setoff and other similar Liens existing
solely with respect to cash and cash equivalents on deposit in one or more accounts maintained by any Loan Party, in each case granted in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing
amounts owing to such bank with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements; provided that, unless such Liens are nonconsensual and arise by operation of law, in
no case shall any such Liens secure (either directly or indirectly) the repayment of any Debt for borrowed money; 

(i)        licenses or sublicenses of intellectual property granted by any Loan Party
or Subsidiary in the ordinary course of business; 
 (j)        the filing of UCC
or PPSA financing statements solely as a precautionary measure in connection with Operating Leases or consignment of goods; 

(k)        Liens incurred with respect to obligations (other than obligations for
borrowed money) that do not in the aggregate exceed $1,250,000 at any time outstanding; 

(l)        Liens of a collection bank arising in the ordinary course of business
under Section 4-210 of the UCC in effect in the relevant jurisdiction covering only the items being collected upon; 

(m)        Liens of sellers of goods to Borrower or any of its Subsidiaries arising
under Article 2 of the UCC in effect in the relevant jurisdiction or the equivalent provision in the PPSA, as applicable, in the ordinary course of business, covering only the goods sold and covering only the unpaid purchase price for such goods and
related expenses; 
 (n)        Landlord liens arising by operation of law and/or
contract and any interest or title of a lessor, sublessor, licensor or licensee under any lease or license entered into by Borrower or any Subsidiary in the ordinary course of business; 

  
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 (o)        Liens on an insurance
policy of any Loan Party or any Subsidiary and the identifiable cash proceeds thereof in favor of the issuer of such policy and securing Debt permitted to finance the premiums of such policies; 

(p)        reasonable and necessary cash deposits made in the ordinary course of
business to secure the performance of contracts, leases or bid obligations, or other such contracts entered into in the ordinary course of business for which pledges or deposits are customary; 

(q)        Liens arising under the Loan Documents; 

(r)        Liens in favor of customs and revenue authorities arising as a matter of
law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business; 

(s)        Liens given to a public or private utility or any other governmental
authority in the ordinary course; 
 (t)        Liens arising out of conditional
sale, title retention, consignment or similar arrangements with vendors for the sale or purchase of goods entered into by Borrower, Holdings or any Subsidiary in the ordinary course of business; and 

(u)        Liens solely on any cash earnest money deposits made by Borrower, Holdings
or any Subsidiary in connection with any letter of intent or purchase agreement entered into in connection with a Permitted Acquisition or other Investment permitted hereunder. 

11.3.      [Reserved]. 

11.4.      Restricted Payments. Not, and not permit any other Loan Party to,
(a) make any distribution to any holders of its Capital Securities including any distribution of assets pursuant to a plan of statutory division, (b) purchase or redeem any of its Capital Securities, (c) pay any management fees,
transaction based fees or similar fees (other than payments of ordinary course compensation to employees) to any of its equity holders or any Affiliate thereof, (d) make any payment on account of Debt that has been contractually subordinated in
right of payment to the Obligations if that payment is not permitted at that time under the applicable subordination terms and conditions; or (e) set aside funds for any of the foregoing (the foregoing in clauses (a) through (d),
collectively, “Restricted Payments” and each a “Restricted Payment”). Notwithstanding the foregoing: 

(a)        any Subsidiary may pay dividends or make other distributions to Borrower
or to a domestic Wholly-Owned Subsidiary and Borrower and its Subsidiaries may pay any intercompany debt permitted pursuant to Section 11.1(c); 

(b)        so long as (x) no Specified Event of Default exists or would result
therefrom, (y) the Borrower is in compliance with the covenants set forth in Section 11.14 (as calculated on a pro forma basis after giving effect to such payment or portion thereof actually paid) for the twelve month period ending as of
the calendar month then most recently ended for which financial statements pursuant to Section 10.1.2 have been delivered to Administrative Agent (such pro forma ratio to be determined as if such payment was made as of the first day of


  
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such period covered thereby), and (z) Borrower shall have Liquidity of at least $1,000,000 before and after giving effect to the proposed payment, Borrower may pay or cause any other Loan
Party to pay on a quarterly or monthly basis the annual management fees to Sponsor pursuant to the Management Agreement (or portion of such annual management fees as would allow the Borrower to comply with clauses (x), (y) and (z) above) in an
aggregate amount not exceeding $750,000 in any Fiscal Year; 
 (c)        so long
as (x) no Event of Default or Default shall have occurred and be continuing or would result therefrom and (y) Borrower shall have Liquidity of at least $750,000 before and after giving effect to the proposed payment, the Borrower may, or
may make distributions to Intermediate Holdings and Intermediate Holdings may, or may make distributions to Holdings so that Holdings may, in an amount not to exceed an aggregate of $750,000 per year, repurchase with cash its Capital Securities
owned by employees of Holdings, the Borrower or the Subsidiaries or make cash payments to employees of Holdings, the Borrower or the Subsidiaries upon termination of employment in connection with the exercise of stock options, stock appreciation
rights or similar equity incentives or equity based incentives pursuant to management incentive plans or in connection with the death or disability of such employees; 

(d)        Borrower may make Restricted Payments to Intermediate Holdings and
Intermediate Holdings may make Restricted Payments to Holdings (and Holdings may make Restricted Payments to any direct or indirect equity holder thereof) (x) in an amount not to exceed an aggregate of $500,000 per year to the extent necessary
to pay for the general corporate and overhead expenses incurred by Intermediate Holdings or Holdings (or to any direct or indirect parent thereof) in the ordinary course of business, and (y) in the amount of the Tax Distributions (at such times
as provided in the Holdings LLC Agreement as in effect on the Closing Date); provided that with respect to any Tax Distribution in an amount in excess of the actual cash taxes in good faith estimated to be due by the members of Holdings and arising
solely out of the taxable income of Borrower and its Subsidiaries for the current taxable year of Borrower and its Subsidiaries (net of losses distributed to such persons in respect of their ownership in Holdings and net of tax refunds in respect of
any prior actual taxes paid in respect of prior Tax Distributions), such Restricted Payment may only be paid so long as (x) no Default or Event of Default exists or would result therefrom, (y) the Total Debt to EBITDA Ratio for the twelve
month period ending as of the calendar month then most recently ended for which financial statements pursuant to Section 10.1.2 have been delivered to Administrative Agent (such pro forma ratio to be determined as if such payment was made as of
the first day of such period covered thereby), is no greater than the applicable compliance level for the most recently ended Fiscal Quarter less 0.50, and (z) Borrower shall have Liquidity of at least $2,000,000 before and after giving effect
to the proposed payment; 
 (e)        the Loan Parties may make payments in
connection with the Existing Earn-Out Obligations so long as (x) the Total Debt to EBITDA Ratio for the twelve month period ending as of the calendar month then most recently ended for which financial
statements pursuant to Section 10.1.2 have been delivered to Administrative Agent (such pro forma ratio to be determined as if such payment was made as of the first day of such period covered thereby), is no greater than 4.50:1.00, (y) Borrower
shall have Liquidity of at least $2,000,000 before and after giving effect to the proposed payment and (z) the Fixed Charge Coverage Ratio for the twelve month period ending as of the calendar month then most recently ended for which


  
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financial statements pursuant to Section 10.1.2 have been delivered to Administrative Agent (such pro forma ratio to be determined as if such Existing
Earn-Out Obligation was a Fixed Charge), is no less than 1.20:1.00; provided that if the conditions set forth in clauses (x) and (y) are not satisfied the Loan Parties may make payments in connection with
the Existing Earn-Out Obligations to the extent funded with proceeds of Capital Securities so long as no Default or Event of Default exists or would result therefrom; 

(f)        solely on or after June 30, 2019, Borrower may make distributions to
Intermediate Holdings and Intermediate Holdings may make distributions to Holdings (and Holdings may make distributions to any direct or indirect equity holder thereof) using the proceeds of any Incremental Term Loan so long as the Dividend Payment
Conditions are satisfied; and 
 (g)        in each case to the extent due and
payable on a non-accelerated basis and permitted under the applicable subordination provisions thereof, Borrower and any applicable Subsidiary may make payments (i) in respect of Permitted Earn-Outs, so
long as (x) the Total Debt to EBITDA Ratio for the twelve month period ending as of the calendar month then most recently ended for which financial statements pursuant to Section 10.1.1 or 10.1.2 of the Credit Agreement have been delivered
to Administrative Agent (such pro forma ratio to be determined as if such payment was made as of the first day of such period covered thereby), is no greater than 4.25:1.00, (y) Borrower shall have Liquidity of at least $2,000,000 before and after
giving effect to the proposed payment and (z) the Fixed Charge Coverage Ratio for the twelve month period ending as of the calendar month then most recently ended for which financial statements pursuant to Section 10.1.1 or 10.1.2 of the
Credit Agreement have been delivered to Administrative Agent (such pro forma ratio to be determined as if such Existing Earn-Out Obligation was a Fixed Charge), is no less than 1.20:1.00, and (ii) in
respect of Post-Closing Cash Payments, so long as (x) no Default or Event of Default exists or would result therefrom, (y) the Total Debt to EBITDA Ratio for the twelve month period ending as of the calendar month then most recently ended
for which financial statements pursuant to Section 10.1.1 or 10.1.2 have been delivered to Administrative Agent (such pro forma ratio to be determined as if such payment was made as of the first day of such period covered thereby), is no
greater than the applicable compliance level for the most recently ended Fiscal Quarter less 0.50, and (z) Borrower shall have Liquidity of at least $2,000,000 before and after giving effect to the proposed payment. 

For the avoidance of doubt, any payment blocked by the restrictions in this Section 11.4 shall accrue and may be paid at
any time the conditions for such payment in this Section 11.4 have been satisfied. 

11.5.      Mergers, Consolidations, Sales. Not, and not permit any of the Loan Parties
and their Subsidiaries to, (a) be a party to any merger, amalgamation, statutory division, or consolidation, except (x) Permitted Acquisitions, (y) any such merger, amalgamation, statutory division, consolidation, sale, transfer,
conveyance, lease or assignment of or by any Wholly-Owned Subsidiary into Borrower or into any other domestic Wholly-Owned Subsidiary or any Borrower into another Borrower and (z) any such merger of a
non-Wholly Owned Subsidiary into Borrower or another Loan Party so long as both before and after giving effect to such merger the Loan Parties are in compliance with the negative covenants set forth in
Section 11 

  
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(including the covenants in Section 11.14); or (b) sell, transfer, dispose of, convey or lease any of its assets or Capital Securities (including the sale of Capital Securities of any
Subsidiary, but excluding Capital Securities of Intermediate Holdings or Holdings) except for (i) sales of inventory in the ordinary course of business, (ii) the disposition of any asset which is to be replaced and is in fact replaced, or
a binding contract is in place to replace, within 180 days with another asset useful in the Loan Parties’ business (so long as Administrative Agent has a first priority and perfected Lien on any newly-acquired asset, subject to Permitted
Liens), (iii) a disposition of Collateral that is obsolete, unmerchantable or otherwise unsalable or unusable in the ordinary course of business (including the lapse, abandonment, or disposition of any intellectual property rights that are no longer
material to the conduct of the business of the Loan Parties, or expiration of any patent or copyright in accordance with its statutory term), (iv) the discount, write-down, sale or other disposition in the ordinary course of business of trade or
accounts receivable, (v) dividends, distributions and payments by Loan Parties, in each case solely to the extent permitted by Section 11.4 of this Agreement, (vi) sales, leases, licenses or other transfers of assets between or
amongst the Loan Parties, (vii) dispositions of cash and Cash Equivalent Investments, (viii) termination, surrender or sublease of real estate in the ordinary course of business, (ix) the granting of leases, licenses, subleases or
sublicenses of real property or intellectual property (as lessor or licensor) in the ordinary course of business the Net Cash Proceeds of which do not in the aggregate exceed $750,000, (x) dispositions constituting Permitted Acquisitions and
Permitted Liens, (xi) transfers of property subject to any event that gives rise to the receipt by Borrower or any Subsidiary of any insurance proceeds or condemnation awards in respect of any equipment, fixed assets or real property (including
any improvements thereon) to replace or repair such equipment, fixed assets or real property, (xii) the unwinding of any Hedging Obligations, (xiii) other dispositions in any Fiscal Year the Net Cash Proceeds of which do not in the
aggregate exceed $1,500,000 or (c) sell or assign with or without recourse any receivables, except for the discount, write-down, sale or other disposition in the ordinary course of business of trade or accounts receivable. 

To the extent any Collateral is disposed of as expressly permitted by this Section 11.5 to any Person other than a Loan
Party, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and, if requested by the Administrative Agent, upon the certification by the Borrower that such disposition is permitted by this Agreement, the
Administrative Agent shall be authorized to take any actions deemed appropriate in order to effect the foregoing. 

11.6.      Modification of Organizational Documents. Not permit the charter, articles,
bylaws or other organizational documents of any Loan Party to be amended or modified in any way which could reasonably be expected to materially adversely affect the interests of the Lenders; not change, or allow any Loan Party to change, its state
of formation or its organizational form without 30 days prior written notice to Administrative Agent. 

11.7.      Transactions with Affiliates. Not, and not permit any of the Loan Parties and
their Subsidiaries to, enter into, or cause, suffer or permit to exist any transaction, arrangement or contract with any of its other Affiliates (other than another Loan Party) which is on terms which are less favorable than are obtainable from any
Person which is not one of its Affiliates (and to the extent such transaction is between any Loan Party and any Affiliate that is not a Loan Party (including any Subsidiary that is not a Loan Party or any portfolio company or subsidiary


  
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of the Sponsor) and such transaction involves an annual out-of-pocket costs by such Loan Party in excess of
$500,000 the Administrative Agent shall have provided a written consent acknowledging that such transaction meets the arm’s-length requirement of this Section) other than (a) Restricted Payments
otherwise permitted under Section 11.4, (b) pursuant to the Management Agreement or the Holdings LLC Agreement, (c) employment and severance arrangements between the Loan Parties and their Subsidiaries and their respective officers and
employees and transactions pursuant to stock option plans and employee benefit plans and similar arrangements in the ordinary course of business, (d) the payment of customary fees, compensation, independent contractor fees and reasonable out of
pocket costs to, and indemnities provided on behalf of, directors, managers, officers and employees of the Loan Parties and their Subsidiaries in the ordinary course of business, (e) the existence of, or the performance by Borrower or any
Subsidiary of its obligations under the terms of, any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Closing Date, (f) the Transactions, and the
payment of all fees and expenses related to the Transactions, and (g) payment of or reimbursement of indemnitees and reimbursement for reasonable, documented
out-of-pocket costs and expenses to the Sponsor or its Affiliates in connection with services rendered to a Loan Party or pursuant to the Management Agreement; provided
payment of such reimbursable amounts shall not exceed $150,000 in the aggregate at any time an Event of Default has occurred and is continuing. 

11.8.      Unconditional Purchase Obligations. Not, and not permit any of the Loan
Parties and their Subsidiaries to, enter into or be a party to any contract for the purchase of materials, supplies or other property or services if such contract requires that payment be made by it regardless of whether delivery is ever made of
such materials, supplies or other property or services. 
 11.9.      Inconsistent
Agreements. Not, and not permit any of the Loan Parties and their Subsidiaries to, enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by Borrower hereunder or by the performance by any
Loan Party of any of its Obligations hereunder or under any other Loan Document, (b) prohibit any Loan Party from granting to Administrative Agent and the Lenders, a Lien on any of its assets or (c) create or permit to exist or become
effective any encumbrance or restriction on the ability of any Subsidiary to (i) pay dividends or make other distributions to Borrower or any other Subsidiary, or pay any Debt owed to Borrower or any other Subsidiary, (ii) make loans or
advances to any Loan Party or (iii) transfer any of its assets or properties to any Loan Party, other than (a) customary restrictions and conditions contained in agreements relating to the sale of all or a substantial part of the assets of
any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Subsidiary to be sold and such sale is permitted hereunder; (b) restrictions or conditions imposed by any agreement relating to purchase money
Debt, Capital Leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt; (c) customary provisions in leases and other contracts restricting the
assignment thereof; and (d) the Loan Documents. 
 11.10.      Business Activities;
Issuance of Equity. Not, and not permit any of the Loan Parties and their Subsidiaries to, engage in any line of business other than the businesses engaged in on the Original Closing Date and businesses reasonably related or complimentary
thereto. Not permit any of its Subsidiaries to, issue any Capital Securities other than (a) any Permitted 

  
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Securities Issuance, and (b) any issuance of shares of Borrower’s common Capital Securities (i) to Holdings or (ii) pursuant to any employee or director option program, benefit
plan or compensation program. 
 11.11.      Investments. Not, and not permit any of
the Loan Parties or their Subsidiaries to, make or permit to exist any Investment in any other Person, except the following: 

(a)        Investments by Holdings, Borrower, and/or any Loan Party in their
respective Subsidiaries that are Loan Parties; 
 (b)        any Permitted
Securities Issuance; 
 (c)        Investments by any Loan Party in any Subsidiary
that is not a Guarantor in an aggregate amount outstanding not to exceed $1,000,000 less that amount of Debt incurred pursuant to Section 11.1(c)(v); 

(d)        Investments constituting Debt permitted by Section 11.1, including
without limitation intercompany loans and guarantees between Loan Parties and Hedging Agreements; 

(e)        Guarantees by Holdings or any Subsidiary of operating leases or of other
obligations of another Loan Party that do not constitute Debt, in each case entered into in the ordinary course of business; 

(f)        Contingent Liabilities constituting Debt permitted by Section 11.1 or
Liens permitted by Section 11.2 and other Contingent Liabilities in the ordinary course of business; 

(g)        Cash Equivalent Investments; 

(h)        Subject to Section 10.10, bank deposits in the ordinary course of
business; 
 (i)        Investments in securities of Account Debtors received
pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such Account Debtors; 

(j)        Investments comprised of loans to employees, officers and directors to
purchase Capital Securities of the Loan Parties; 
 (k)        Investments
comprised of loans and advances in the ordinary course of business to employees, officers and directors so long as the aggregate principal amount thereof at any time outstanding (determined without regard to any write-downs or write-offs of such
loans and advances) shall not exceed $750,000; 
 (l)        extensions of trade
credit in the ordinary course of business; 

  
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 (m)        Investments received in
connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers and suppliers, in each case in the ordinary course of business; 

(n)        intercompany loans and advances to Holdings to the extent Borrower may pay
dividends to Intermediate Holdings to be distributed by Intermediate Holdings to Holdings pursuant to Section 11.4 (and in lieu of paying such dividends); provided that such intercompany loans and advances (i) shall be made for the
purposes, and shall be subject to all applicable limitations set forth in, Section 11.4 and (ii) shall be unsecured. 

(o)        additional Investments by Borrower and the Subsidiaries so long as the
aggregate amount invested, loaned or advanced pursuant to this paragraph (determined without regard to any write downs or write offs of such investments, loans and advances) does not exceed $1,000,000 plus the Available Amount; provided that the
aggregate amount of Investments in joint ventures and Subsidiaries that are not Loan Parties shall not exceed $5,400,000; 

(p)        Holdings, the Borrower and each Subsidiary may acquire and hold
receivables, accounts, notes receivable, chattel paper, payment intangibles and prepaid accounts owing to them, if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; 

(q)        Holdings, the Borrower or any Subsidiary may make deposits and Investments
(x) in connection with Permitted Liens and/or (y) in the ordinary course of business to secure the performance of operating leases and payment of utility or similar contracts; 

(r)        Holdings may make contributions to the capital of Intermediate Holdings
and Intermediate Holdings may make contributions to the capital of the Borrower; 

(s)        Investments consisting of securities or instruments received pursuant to a
disposition of assets not prohibited by this Agreement; 
 (t)        Hedging
Obligations incurred for bona fide hedging purposes and not for speculation in form and substance reasonably satisfactory to Administrative Agent; 

(u)        Permitted Acquisitions; 

(v)        Investments held by a Person acquired pursuant to a Permitted Acquisition;
provided, that such Investment was not acquired by such Person in contemplation of such acquisition, merger, amalgamation, statutory division, consolidation or transfer; 

(w)        Investments in prepaid expenses, negotiable instruments held for
collection and lease, utility and workers compensation, performance and similar deposits entered into as a result of the operations of the business in the ordinary course of business; 

(x)        Investments listed on Schedule 11.11 as of the Closing Date; and 

  
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 (y)        Investments consisting
of acquired franchisee locations; provided (i) such locations are resold within 12 months of purchase, (ii) the aggregate amount of such Investments shall not exceed $3,000,000, (iii) on a pro forma basis, after giving effect to the
consummation of the proposed acquisition, the Loan Parties shall be in compliance with the covenants set forth in Section 11.14 hereof and (iv) no Event of Default shall exist either before or after giving effect to such Investment. 

Notwithstanding anything to the contrary contained in this Section 11.11, the Loan Parties may not make any Investments in any
Subsidiaries that are not Loan Parties in an amount in excess of $170,000 in the aggregate for all such Investments in any Fiscal Year (including the usage of the Available Amount for any such Investment) unless such excess amounts are funded with
Net Cash Proceeds of a substantially simultaneous Permitted Securities Issuance. 

11.12.      Restriction of Amendments to Certain Documents. Except with the consent of
the Required Lenders, not amend or otherwise modify, or waive any rights under any Related Agreement other than amendments, modifications and waivers not materially adverse to the interests of the Lenders (it being understood that any amendment,
modification, or waiver increasing or expanding the payment obligations of any Loan Party will be deemed to be adverse to the interests of Lenders). 

11.13.      Fiscal Year. Not, and not permit any of the Loan Parties and their
Subsidiaries to change its Fiscal Year. 
 11.14.      Financial Covenants. 

11.14.1.      Fixed Charge Coverage Ratio. Not permit the Fixed Charge Coverage Ratio as
of the last day of any Computation Period to be less than 1.20:1.00. 

11.14.2.      Total Debt to EBITDA Ratio. Not permit the Total Debt to EBITDA Ratio as
of the last day of any Computation Period to exceed the applicable ratio set forth below for such Computation Period: 
  

			
	 Computation Period Ending

 
	  	
Total Debt to EBITDA Ratio

 

	September 30, 2018	  	6.00:1.00
	December 31, 2018	  	6.00:1.00
	March 31, 2019	  	6.00:1.00
	June 30, 2019	  	6.00:1.00
	September 30, 2019	  	5.50:1.00
	December 31, 2019	  	5.50:1.00
	March 31, 2020	  	5.00:1.00
	June 30, 2020	  	4.50:1.00
	September 30, 2020	  	4.50:1.00
	December 31, 2020	  	4.50:1.00
	March 31, 2021	  	4.00:1.00
	June 30, 2021	  	4.00:1.00
	September 30, 2021	  	4.00:1.00


  
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	December 31, 2021	  	4.00:1.00
	March 31, 2022	  	3.50:1.00
	June 30, 2022	  	3.50:1.00
	September 30, 2022	  	3.50:1.00
	December 31, 2022	  	3.50:1.00
	March 31, 2023	  	3.50:1.00
	June 30, 2023	  	3.50:1.00
	
September 30, 2023 and each

Computation Period ending thereafter
	  	3.50:1.00

 11.15.      Compliance with Laws. Borrower shall not, and
shall not permit any of the Loan Parties and their Subsidiaries, to fail to comply with the laws, regulations and executive orders referred to in Sections 9.22, 9.24 and 9.25. 

11.16.      New Company Owned Locations. Borrower shall not, and shall not permit any of
the Loan Parties and their Subsidiaries to open more than one owned franchise location per Franchise System. 

11.17.      Non-Loan Party Subsidiaries. The
Borrower and each other Loan Party shall cause (or to the extent not permitted under the applicable operating agreement of such Subsidiary use good faith efforts to cause) each of its Subsidiaries that are not Loan Parties to distribute cash on the
last Business Day of each month to such Loan Party an amount equal to all cash and Cash Equivalent Investments in excess of $350,000 of such non-Loan Party Subsidiary; provided that if on such testing day the non-Loan Party Subsidiaries have more than $650,000 of cash and Cash Equivalent Investments in the aggregate the Loan Parties shall cause the non-Loan Party Subsidiaries to
distribute cash to the Loan Parties such that the collective aggregate balance of cash and Cash Equivalent Investments of the non-Loan Party Subsidiaries is less than $650,000. 

11.18.      Canadian Defined Benefit Plans. Not permit any Loan Party to establish,
maintain or contribute to any Canadian Defined Benefit Plan. 
 SECTION 12 

EFFECTIVENESS; CONDITIONS OF LENDING, ETC. 

The obligation of each Lender to make its Loans and of the Issuing Lenders to issue Letters of Credit is subject to the
following conditions precedent: 
 12.1.      Initial Credit Extension. The obligation
of the Lenders to make the Loans on the Closing Date and the obligation of the Issuing Lenders to issue their initial Letters of Credit (whichever first occurs) is, in addition to the conditions precedent specified in Section 12.2, subject to
the conditions precedent that (a) all Debt to be Repaid has been (or substantially concurrently with the initial borrowing will be) paid in full, and that all agreements and instruments governing the Debt to be Repaid and that all Liens
securing such Debt to be Repaid have been (or substantially concurrently with the initial borrowing will be) terminated and (b) Administrative Agent shall have received, subject to Section 10.11, all of the following, each duly executed and
dated the Closing Date (or such earlier date as shall be satisfactory to Administrative Agent), in form and substance reasonably satisfactory to Administrative Agent 

  
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 (and the date on which all such conditions precedent have been satisfied or waived in
writing by Administrative Agent and the Lenders is called the “Closing Date”): 
 12.1.1. Agreement,
Notes and other Loan Documents. This Agreement and, to the extent requested by any Lender, a Note made payable to such Lender, and all other Loan Documents. 

12.1.2. Authorization Documents. For each Loan Party, such Person’s (a) charter (or similar formation
document), certified by the appropriate governmental authority; (b) good standing certificates in its state of incorporation (or formation) and in each other state in which a Loan Party is qualified to do business and in which failure to be so
qualified would result in a Material Adverse Effect; (c) bylaws (or similar governing document); (d) resolutions of its board of directors (or similar governing body) approving and authorizing such Person’s execution, delivery and
performance of the Loan Documents to which it is party and the transactions contemplated thereby; and (e) signature and incumbency certificates of its officers executing any of the Loan Documents, all certified by its secretary or an assistant
secretary (or similar officer) as being in full force and effect without modification. 
 12.1.3. Letter of
Direction. A letter of direction containing funds flow information with respect to the proceeds of the Loans on the Closing Date. 

12.1.4. Reaffirmation Agreement. The Reaffirmation Agreement executed by each Loan Party. 

12.1.5. Collateral Access Agreements. 

(a)        In the case of any leased real property that is the chief executive office
of the Borrower or where Collateral in an amount in excess of $200,000 is located, Borrower shall use commercially reasonable efforts to obtain a Collateral Access Agreement from the landlord of such property waiving any landlord’s Lien in
respect of personal property kept at the premises subject to such lease. 

(b)        Borrower shall use commercially reasonable efforts to obtain a Collateral
Access Agreement with respect to each bailee with which Borrower or any Subsidiary keeps Inventory or other assets that are required under the Guaranty and Collateral Agreement to be delivered on the Closing Date. 

12.1.6. Opinions of Counsel. Opinions of counsel from Buchalter and local counsel (excluding Canada) executed as of
the Closing Date, in form and substance reasonably satisfactory to Administrative Agent. 
 12.1.7. Insurance.
Evidence of the existence of insurance required to be maintained pursuant to Section 10.3(b), together with evidence that Administrative Agent has been named as a lender’s loss payee and an additional insured, as appropriate, under all
such insurance policies. 
 12.1.8. Related Transactions. 

  
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 (a)        Administrative Agent has
received copies of the Related Agreements certified by the secretary or assistant secretary (or similar officer) of Borrower Representative as being true, accurate, and complete. 

(b)        Administrative Agent has received evidence, reasonably satisfactory to
Administrative Agent, that Company has completed, or concurrently with the initial credit extension hereunder will complete, the Related Transactions in accordance with the terms of the Related Agreements (without any amendment thereto or waiver
thereunder unless consented to by the Lenders). 
 (c)        Administrative Agent
has received the Insurance Assignments executed by each Loan Party thereto. 
 12.1.9. Payment of Fees. Evidence of
payment by Borrower of all accrued and unpaid fees, costs and expenses to the extent then due and payable on the Closing Date (including, without limitation, fees under the Agent Fee Letter), together with all reasonable Attorney Costs of
Administrative Agent to the extent invoiced prior to the Closing Date, plus such additional amounts of Attorney Costs as shall constitute Administrative Agent’s reasonable estimate of Attorney Costs incurred or to be incurred by Administrative
Agent through the closing proceedings (provided that such estimate shall not thereafter preclude final settling of accounts between Borrower and Administrative Agent). 

12.1.10. Solvency Certificate. A Solvency Certificate executed by a Senior Officer of Borrower. 

12.1.11. Pro Forma. A consolidated pro forma balance sheet of Borrower as at September 30, 2018, adjusted to give
effect to the Related Transactions and the financings contemplated hereby as if such transactions had occurred on such date, consistent in all material respects with the sources and uses of cash as previously described to the Lenders and the
forecasts previously provided to the Lenders. 
 12.1.12. Financial Condition. Administrative Agent has completed a
satisfactory examination of the financial condition of the Loan Parties, including, without limitation, the following: (a) review of the books (including historical, current, and interim financial statements), records, and assets of the Loan
Parties; (b) review of all financial projections for the next five Fiscal Years; (c) satisfactory verification of business and competitive analysis, including, without limitation, site visits, one or more meetings with the Loan
Parties’ management, examining market studies and existing industry intelligence provided by the Loan Parties, and conducting independent customer calls; and (d) receipt of a satisfactory review, conducted by a firm acceptable to
Administrative Agent, of (i) the books, records, and Collateral of the Loan Parties (including historical cash flow), (ii) a quality-of-earnings report, (iii) trailing 12-month EBITDA, and
(iv) EBITDA adjustments as conducted by PwC. 
 12.1.13. Search Results; Lien Terminations. Copies of Uniform
Commercial Code and PPSA search reports dated a date reasonably near to the Closing Date, listing all effective financing statements which name any Loan Party (under their present names and any previous names) as debtors, together with
(a) copies of such financing statements, (b) payoff 

  
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letters evidencing repayment in full of all Debt to be Repaid, the termination of all agreements relating thereto and the release of all Liens granted in connection therewith, with Uniform
Commercial Code, PPSA or other appropriate termination statements and documents effective to evidence the foregoing (other than Liens permitted by Section 11.2) and (c) such other Uniform Commercial Code or PPSA termination statements as
Administrative Agent may reasonably request. 
 12.1.14. Filings, Registrations and Recordings. Administrative Agent
shall have received each document (including Uniform Commercial Code and PPSA financing statements) required by the Collateral Documents or under law or reasonably requested by Administrative Agent to be filed, registered or recorded in order to
create in favor of Administrative Agent, for the benefit of the Lenders, a perfected Lien on the collateral described therein (but only to the extent that perfection may be achieved by such filing), prior to any other Liens (subject only to Liens
permitted pursuant to Section 11.2), in proper form for filing, registration or recording. 
 12.1.15. Closing
Certificate, Consents and Permits. A certificate executed by an officer of Borrower Representative on behalf of Borrower certifying (a) the matters set forth in Section 12.2.1 as of the Closing Date and (b) the repayment of the
Debt to be Repaid. 
 12.1.16. No Material Adverse Change. There shall not have occurred since December 31,
2017, any developments or events which individually or in the aggregate with other such circumstances have had or could reasonably be expected to have a Material Adverse Effect. 

12.1.17. Investment Documents. The Administrative Agent shall have received confirmation of ownership and capital
structure of the Loan Parties and be satisfied with the constituent documents of the Loan Parties and related investment agreements. 

12.1.18. Financial Tests. Administrative Agent shall have received evidence satisfactory to it that (a) Borrower
shall have a trailing twelve (12) month EBITDA of at least $25,000,000 (with at least $9,000,000 attributable to Pure Barre) as of September 30, 2018 on a pro forma basis after giving effect to (i) the funding of the Loans on the
Closing Date as provided hereunder and the use of proceeds thereof, including the payment of all fees, costs and expenses as set forth above, and (ii) year-end and other adjustments reasonably
satisfactory to the Administrative Agent, in each case, as set forth in the financial accounting diligence report prepared by PwC and delivered to the Administrative Agent prior to the Closing Date, (b) Borrower shall have a Total Debt to
EBITDA Ratio as of September 30, 2018 on a pro forma basis after giving effect to the funding of the initial Loans as provided hereunder of not more than 5.25:1.00, (c) an accounting firm acceptable to Administrative Agent has verified the
foregoing clause (a) as provided in the quality of earnings report dated as of June 2018, (d) minimum implied purchase price of Pure Barre of at least 8.5x, and (e) the Loan Parties shall have sufficient liquidity to operate their business
plan (assuming that all accounts payable, taxes and other obligations are paid current in accordance with the Loan Parties’ historical business practices) after giving effect to the funding of the initial Loans as provided hereunder and the use
of the proceeds thereof, including the payment of all fees, costs and expenses as set forth above. 

  
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 12.1.19. Diligence. Administrative Agent has received and is
satisfied with all due diligence materials requested by Administrative Agent. 
 12.1.20. Background Checks.
Administrative Agent has reviewed and is satisfied with background checks on certain key management and shareholders of the Loan Parties. 

12.1.21. Approvals. Administrative Agent has received approval of its executive credit committee. 

12.1.22. Non-Compete. Key management and certain shareholders of the Loan
Parties identified by Administrative Agent have entered into employment or other agreements containing customary provisions, including, without limitation, non-compete,
non-solicitation, and confidentiality, all on terms satisfactory to Administrative Agent. 

12.1.23. Maximum Revolving Outstandings. After giving effect to the initial Loans on the Closing Date, there shall not
be any Revolving Outstandings. 
 12.1.24. Other. Administrative Agent has received all other documents reasonably
requested by Administrative Agent or any Lender 
 For purposes of determining compliance with the conditions specified in
this Section 12.1, each Lender that has signed this Agreement and funded Loans hereunder shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or
approved by or acceptable or satisfactory to a Lender. 
 12.2. Conditions. The obligation (a) of each Lender to
make each Loan and (b) of the Issuing Lenders to issue each Letter of Credit is subject to the following further conditions precedent that: 

12.2.1. Compliance with Warranties, No Default, etc. Both before and after giving effect to any borrowing and the
issuance of any Letter of Credit, the following statements shall be true and correct: 

(a)        the representations and warranties of each Loan Party set forth in this
Agreement and the other Loan Documents shall be true and correct in all material respects with the same effect as if then made without duplication of any “material” or “Material Adverse Effect” qualifier (except to the extent
stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects (without duplication of any “material” or “Material Adverse Effect” qualifier) as
of such earlier date); 
 (b)        no Default or Event of Default shall have then
occurred and be continuing; and 
 (c)        the Loan Parties shall be in
compliance on a pro forma basis with the financial covenants set forth in Section 11.14 computed using the covenant levels and financial information for the most recently ended quarter for which information is available; in addition to the
foregoing. 

  
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 12.2.2. Confirmatory Certificate. If requested by Administrative
Agent or any Lender, Administrative Agent shall have received a certificate dated the date of such requested Loan or Letter of Credit and signed by a duly authorized representative of Borrower Representative as to the matters set out in
Section 12.2.1 (it being understood that each request by Borrower for the making of a Loan or the issuance of a Letter of Credit shall be deemed to constitute a representation and warranty by Borrower that the conditions precedent set forth in
Section 12.2.1 will be satisfied at the time of the making of such Loan or the issuance of such Letter of Credit). 
 SECTION 13

 EVENTS OF DEFAULT AND THEIR EFFECT. 

13.1.     Events of Default. Each of the following shall constitute an Event of Default under this
Agreement: 
 13.1.1. Non-Payment of the Loans, etc. Default in the payment
when due of the principal of any Loan; or default, and continuance thereof for five Business Days, in the payment when due of any interest, fee, reimbursement obligation with respect to any Letter of Credit or any other amount payable by Borrower
hereunder or under any other Loan Document. 
 13.1.2. Non-Payment of Other
Debt. Any default shall occur under the terms applicable to any Debt of any Loan Party in an aggregate amount (for all such Debt so affected and including undrawn committed or available amounts and amounts owing to all creditors under any
combined or syndicated credit arrangement) exceeding $1,000,000 and such default shall (a) consist of the failure to pay such Debt when due, whether by acceleration or otherwise, after giving effect to all applicable grace and notice periods, or
(b) accelerate the maturity of such Debt or permit the holder or holders thereof, or any trustee or agent for such holder or holders, to cause such Debt to become due and payable (or require any Loan Party to purchase or redeem such Debt or
post cash collateral in respect thereof) prior to its expressed maturity after giving effect to all applicable grace and notice periods; provided that this clause (b) shall not apply to secured Debt that becomes due as a result of a voluntary
sale or transfer of the property or assets securing such Debt. 
 13.1.3. Departure of Keyman. Either Anthony
Geisler or Mark Grabowski (each, a “Keyman”) fails to be employed by Borrower or an Affiliate of Borrower in his current capacity and Borrower fails to replace such Keyman with a replacement acceptable to Administrative Agent in its
commercially reasonable judgment as exercised by a commercial lender within the 200 day period following the departure of such Keyman. 

13.1.4. Bankruptcy, Insolvency, etc. Any Loan Party becomes insolvent or generally fails to pay, or admits in writing
its inability to pay, debts as they become due; or any Loan Party applies for, consents to, or acquiesces in the appointment of a trustee, monitor, receiver or other custodian for such Loan Party or any property thereof, or makes a general
assignment for the benefit of creditors; or, in the absence of such application, consent or acquiescence, a trustee, receiver or other custodian is appointed for any Loan Party or for a substantial part of the property of any thereof and is not
discharged within 60 days; or any bankruptcy, reorganization, debt arrangement, or other case or proceeding under any bankruptcy 

  
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or insolvency law, or any dissolution or liquidation proceeding, is commenced in respect of any Loan Party, and if such case or proceeding is not commenced by such Loan Party, it is consented to
or acquiesced in by such Loan Party, or remains for 60 days undismissed; or any Loan Party takes any action to authorize, or in furtherance of, any of the foregoing. 

13.1.5. Non-Compliance with Loan Documents. (a) Failure by any Loan Party
to comply with or to perform (a) any covenant set forth in Sections 10.1.1, 10.1.2, 10.1.3, and continuance of such failure described in this clause (a) for 10 Business Days (or if any Loan Party has previously failed to comply with or
perform any such covenant during the preceding 12 month period or twice during the term of this Agreement, for 5 Business Days), (b) any covenant set forth in Sections 10.1.4(a), 10.2, 10.3(b), 10.5(a), 10.6, 10.11, 10.12 or Section 11 (subject
to the provisions of Section 13.4); or (c) any other provision of this Agreement or any other Loan Document (and not constituting an Event of Default under any other provision of this Section 13) and continuance of such failure
described in this clause (c) for 30 days. 
 13.1.6. Representations; Warranties. Any representation or
warranty made by any Loan Party herein or any other Loan Document is breached or is false or misleading in any material respect, or any schedule, certificate, financial statement, report, notice or other writing furnished by any Loan Party to
Administrative Agent or any Lender in connection herewith is false or misleading in any material respect on the date as of which the facts therein set forth are stated or certified. 

13.1.7. Pension Plans. (a) Any Person institutes steps to terminate a Pension Plan if as a result of such
termination a Material Adverse Effect would result; (b) a contribution failure occurs with respect to any Pension Plan that gives rise to a Lien on the assets of Borrower under Section 302(f) of ERISA; (c) the Unfunded Liability
exceeds twenty percent of the Total Plan Liability and a Material Adverse Effect results, or (d) there shall occur any withdrawal or partial withdrawal from a Multiemployer Pension Plan and the withdrawal liability (without unaccrued interest)
results in a Material Adverse Effect. 
 13.1.8. Judgments. Final judgments which exceed an aggregate of $1,000,000
(which are not covered by insurance as to which the insurance company has been notified of such judgment and has acknowledged coverage thereof), shall be rendered against any Loan Party and shall not have been paid, discharged or vacated or had
execution thereof stayed pending appeal within 30 days after entry or filing of such judgments (or such other longer time period as permitted by the judgment). 

13.1.9. Invalidity of Loan Documents, etc. Any Loan Document shall cease to be in full force and effect other than in
accordance with its terms; or any Loan Party (or any Person by, through or on behalf of any Loan Party) shall contest in any manner the validity, binding nature or enforceability of any Loan Document. 

13.1.10. Invalidity of Subordination Provisions, etc. Any subordination provision in any document or instrument
governing any subordination provision in any subordination agreement that relates to any subordinated debt, or any subordination provision in any guaranty by any Loan Party of any subordinated debt, shall cease to be in full force and effect (other
than in accordance with its terms), or any Loan Party by, through or on behalf of 

  
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any Loan Party shall contest in any manner the validity, binding nature or enforceability of any such provision (other than in accordance with its terms). 

13.1.11. Change of Control. A Change of Control shall occur. 

13.2. Effect of Event of Default. If any Event of Default described in Section 13.1.4 shall occur in respect of
Borrower, the Commitments shall immediately terminate and the Loans and all other Obligations hereunder shall become immediately due and payable and Borrower shall become immediately obligated to Cash Collateralize all Letters of Credit, all without
presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and be continuing, Administrative Agent may (and, upon the written request of the Required Lenders shall) declare, in a written notice to Borrower
Representative, the Commitments to be terminated in whole or in part and/or declare all or any part of the Loans and all other Obligations hereunder to be due and payable and/or demand that Borrower immediately Cash Collateralize all or any Letters
of Credit, whereupon the Commitments shall immediately terminate (or be reduced, as applicable) and/or the Loans and other Obligations hereunder shall become immediately due and payable (in whole or in part, as applicable) and/or Borrower shall
immediately become obligated to Cash Collateralize the Letters of Credit (all or any, as applicable), all without presentment, demand, protest or notice of any kind (other than as expressly provided for above in this sentence). Administrative Agent
shall promptly advise Borrower of any such declaration, but failure to do so shall not impair the effect of such declaration. Any cash collateral delivered hereunder shall be held by Administrative Agent (without liability for interest thereon) and
applied to the Obligations arising in connection with any drawing under a Letter of Credit. After the expiration or termination of all Letters of Credit, such cash collateral shall be applied by Administrative Agent to any remaining Obligations
hereunder and any excess shall be delivered to Borrower or as a court of competent jurisdiction may elect. 
 13.3.
Credit Bidding. The Loan Parties and the Lenders hereby irrevocably authorize (and by entering into a Bank Product Agreement, each Bank Product provider shall be deemed to authorize) Administrative Agent, based upon the instruction of the
Required Lenders, to Credit Bid and purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (and the Loan Parties shall approve Administrative Agent as a qualified bidder and such Credit Bid as
qualified bid) at any sale thereof conducted by Administrative Agent, based upon the instruction of the Required Lenders, under any provisions of the Uniform Commercial Code, as part of any sale or investor solicitation process conducted by any Loan
Party, any interim receiver, receiver, receiver and manager, administrative receiver, trustee, agent or other Person pursuant or under any insolvency laws; provided, however, that (i) the Required Lenders may not direct Administrative Agent in
any manner that does not treat each of the Lenders equally, without preference or discrimination, in respect of consideration received as a result of the Credit Bid, (ii) the acquisition documents shall be commercially reasonable and contain
customary protections for minority holders, such as, among other things, anti-dilution and tag-along rights, (iii) the exchanged debt or equity securities must be freely transferable, without restriction
(subject to applicable securities laws) and (iv) reasonable efforts shall be made to structure the acquisition in a manner that causes the governance documents pertaining thereto to not impose any obligations or liabilities upon the Lenders
individually (such as indemnification obligations). 

  
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 For purposes of the preceding sentence, the term “Credit
Bid” shall mean, an offer submitted by Administrative Agent (on behalf of the Lender group), based upon the instruction of the Required Lenders, to acquire the property of any Loan Party or any portion thereof in exchange for and in full
and final satisfaction of all or a portion (as determined by Administrative Agent, based upon the instruction of the Required Lenders) of the claims and Obligations under this Agreement and other Loan Documents. 

13.4.    Right to Cure Financial Covenant Breach. Notwithstanding anything to the contrary
contained in this Section 13, for purposes of determining whether the Loan Parties have failed to comply with any covenant contained in Section 11.14, Borrower shall have the right (the “Cure Right”) to increase EBITDA for
any Fiscal Quarter by the amount of Net Cash Proceeds (the “Cure Amount”) actually received by Holdings from the Sponsor and any other owners of the Capital Securities of Holdings (by way of common equity contributions or in return
for the issuance of Capital Securities) during or after the end of such Fiscal Quarter and on or prior to the date that is ten Business Days after the date on which financial statements with respect to such Fiscal Quarter are required to be
delivered pursuant to Section 10.1.2 (the “Cure Date”), in each case so long as, and to the extent that, such amounts are then contributed by Holdings in cash to the common equity of Intermediate Holdings and then contributed
by Intermediate Holdings to Borrower, and that, on or prior to the Cure Date, Borrower shall inform the Administrative Agent of the Cure Amount, whereupon the covenants contained in Section 11.14 shall be recalculated giving effect to the
following pro forma adjustments: 
 (i)        EBITDA shall be
increased, solely for the purpose of determining the existence of a Default or Event of Default under the covenants contained in Section 11.14 for the Computation Period for which the Cure Right was exercised with the Cure Amount applied to the
Fiscal Quarter for which the Cure Right was exercised (such Fiscal Quarter, an “Increased Fiscal Quarter”) and for any subsequent Computation Period which includes such Increased Fiscal Quarter by the Cure Amount; it being
understood that for purposes of calculating the Total Debt to EBITDA Ratio as of the end of the Fiscal Quarter for which the Cure Right was exercised, Total Debt shall not be reduced by the amount of any prepayment or repayment of Debt made with the
Cure Amount; and 
 (ii)        if, after giving effect to the
foregoing recalculations, Borrower shall then be in compliance with the requirements of all covenants contained in Section 11.14, Borrower shall be deemed to have satisfied the requirements of the financial performance covenants contained in
Section 11.14 as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date and the applicable breach or default that had occurred shall be deemed cured for purposes of this
Agreement. 
 Notwithstanding anything herein to the contrary, (a) the Cure Right may not be exercised in consecutive
Fiscal Quarters, (b) during the term of this Agreement there shall be no more than five Fiscal Quarters in which a Cure Right is exercised, (c) the Cure Amount allowed shall be, at the option of the Borrower, the greater of (x) $250,000 or
(y) the amount required to cause Borrower to be in compliance with the covenants contained in Section 11.14, (d) the amount of any individual Cure Amount shall not exceed 15% of the trailing twelve month EBITDA for the


  
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most recently ended month for which financial statements have been delivered and the aggregate amount of all Cure Amounts during the term of this Agreement shall not exceed $6,500,000, and
(e) Borrower shall apply all Cure Amounts to the prepayment of outstanding Term Loans in accordance with Section 6.2.2(a)(vi); provided that until the day that is ten Business Days after the day on which financial statements are required
to be delivered for the period ending on the last day of the applicable Fiscal Quarter, notwithstanding any other provision of this Agreement or any other Loan Document, no Event of Default resulting solely from a breach of the covenants set forth
in Section 11.14 shall be deemed to have occurred (other than for purposes of Section 12.2) and neither the Administrative Agent nor any Lender shall have any right to declare all or any portion of any one or more of the Commitments of any
Lender to make Loans or of the L/C Issuer to Issue Letters of Credit to be suspended or terminated, declare all or any portion of the unpaid principal amount of any outstanding Loans, interest accrued and unpaid thereon, and all amounts owing or
payable hereunder or under any other Loan Document to be due and payable and/or exercise any other rights and remedies available under the Loan Documents or applicable law (including, without limitation, any right to foreclose on or take possession
of Collateral or to increase the interest rate applicable to each Loan or other Obligation hereunder or the rate applicable to each Letter of Credit) in each case prior to the Cure Date solely on the basis of an allegation of an Event of Default
having occurred and being continuing under Section 13.1.5 due to failure by the Loan Parties to comply with any financial covenant set forth in Section 11.14 (for avoidance of doubt, none of Administrative Agent, any Issuing Lender nor any
Lender shall be required to advance any Loans and/or issue any Letters of Credit during such period). 
 SECTION 14 

ADMINISTRATIVE AGENT. 

14.1.    Appointment and Authorization. Each Lender hereby irrevocably (subject to
Section 14.10) appoints, designates and authorizes Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly
delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Loan
Document, Administrative Agent shall not have any duty or responsibility except those expressly set forth herein, nor shall Administrative Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied
covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against Administrative Agent. Without limiting the generality of the foregoing sentence, the
use of the term “agent” herein and in other Loan Documents with reference to Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable
law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. 

14.2.    Issuing Lenders. The Issuing Lenders shall act on behalf of the Lenders (according to
their Pro Rata Shares) with respect to any Letters of Credit issued by them and the documents associated therewith. The Issuing Lenders shall have all of the benefits and immunities (a) provided to Administrative Agent in this Section 14
with respect to any acts taken or omissions suffered by the Issuing Lenders in connection with Letters of Credit issued by them 

  
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or proposed to be issued by them and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent”, as
used in this Section 14, included the Issuing Lenders with respect to such acts or omissions and (b) as additionally provided in this Agreement with respect to the Issuing Lenders. 

14.3.    Delegation of Duties. Administrative Agent may execute any of its duties under this
Agreement or any other Loan Document by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts
concerning all matters pertaining to such duties. Administrative Agent shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it
selects in the absence of gross negligence or willful misconduct. 
 14.4.    Exculpation of
Administrative Agent. None of Administrative Agent nor any of its directors, officers, employees or agents shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any
other Loan Document or the transactions contemplated hereby (except to the extent resulting from its own gross negligence or willful misconduct in connection with its duties expressly set forth herein as determined by a final, nonappealable judgment
by a court of competent jurisdiction), or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by any Loan Party or Affiliate of Borrower, or any officer thereof, contained in
this Agreement or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by Administrative Agent under or in connection with, this Agreement or any other Loan Document, or
the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document (or the creation, perfection or priority of any Lien or security interest therein), or for any failure of Borrower or any other
party to any Loan Document to perform its Obligations hereunder or thereunder. Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in,
or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of Borrower or any of Borrower’s Subsidiaries or Affiliates. 

14.5.    Reliance by Administrative Agent. Administrative Agent shall be entitled to rely, and
shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, electronic mail message, affidavit, letter, telegram, facsimile, telex or telephone message, statement or
other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to Borrower), independent accountants
and other experts selected by Administrative Agent. Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of
the Required Lenders as it deems appropriate and, if it so requests, confirmation from the Lenders of their obligation to indemnify Administrative Agent against any and all liability and expense which may be incurred by it by reason of taking or
continuing to take any such action. Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders
and such request and any action taken or failure to act pursuant thereto shall be binding upon each Lender. For purposes of determining compliance with the conditions specified in 

  
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Section 12, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder
to be consented to or approved by or acceptable or satisfactory to a Lender unless Administrative Agent shall have received written notice from such Lender prior to the proposed Closing Date specifying its objection thereto. 

14.6.    Notice of Default. Administrative Agent shall not be deemed to have knowledge or notice of
the occurrence of any Event of Default or Default except with respect to defaults in the payment of principal, interest and fees required to be paid to Administrative Agent for the account of the Lenders, unless Administrative Agent shall have
received written notice from a Lender or Borrower referring to this Agreement, describing such Event of Default or Default and stating that such notice is a “notice of default”. Administrative Agent will notify the Lenders of its
receipt of any such notice. Administrative Agent shall take such action with respect to such Event of Default or Default as may be requested by the Required Lenders in accordance with Section 13; provided that unless and until Administrative
Agent has received any such request, Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Event of Default or Default as it shall deem advisable or in the best interest
of the Lenders. 
 14.7.    Credit Decision. Each Lender acknowledges that Administrative Agent
has not made any representation or warranty to it, and that no act by Administrative Agent hereafter taken, including any consent and acceptance of any assignment or review of the affairs of the Loan Parties, shall be deemed to constitute any
representation or warranty by Administrative Agent to any Lender as to any matter, including whether Administrative Agent has disclosed material information in its possession. Each Lender represents to Administrative Agent that it has, independently
and without reliance upon Administrative Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of an investigation into the business, prospects, operations, property, financial and other condition and
creditworthiness of the Loan Parties, and made its own decision to enter into this Agreement and to extend credit to Borrower hereunder. Each Lender also represents that it will, independently and without reliance upon Administrative Agent and based
on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such
investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower. Except for notices, reports and other documents expressly herein required to
be furnished to the Lenders by Administrative Agent, Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial or
other condition or creditworthiness of Borrower which may come into the possession of Administrative Agent. 

14.8.    Indemnification. Whether or not the transactions contemplated hereby are consummated, each
Lender shall indemnify upon demand Administrative Agent and its directors, officers, employees and agents (to the extent not reimbursed by or on behalf of Borrower and without limiting the obligation of Borrower to do so), according to its
applicable Pro Rata Share, from and against any and all Indemnified Liabilities (as hereinafter defined); provided that no Lender shall be liable for any payment to any such Person of any portion of the Indemnified


  
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Liabilities to the extent determined by a final, nonappealable judgment by a court of competent jurisdiction to have resulted from the applicable Person’s own gross negligence or willful
misconduct. No action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limitation of the foregoing, each Lender shall reimburse
Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs and Taxes) incurred by Administrative Agent in
connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this
Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that Administrative Agent is not reimbursed for such expenses by or on behalf of Borrower. The undertaking in this Section shall survive
repayment of the Loans, cancellation of the Notes, expiration or termination of the Letters of Credit, any foreclosure under, or modification, release or discharge of, any or all of the Collateral Documents, termination of this Agreement and the
resignation or replacement of Administrative Agent. 
 14.9.    Administrative Agent in Individual
Capacity. Monroe Capital and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire Capital Securities in and generally engage in any kind of banking, trust, financial advisory, underwriting
or other business with the Loan Parties and Affiliates as though Monroe Capital were not Administrative Agent hereunder and without notice to or consent of any Lender. Each Lender acknowledges that, pursuant to such activities, Monroe Capital or its
Affiliates may receive information regarding Borrower or its Affiliates (including information that may be subject to confidentiality obligations in favor of Borrower or such Affiliate) and acknowledges that Administrative Agent shall be under no
obligation to provide such information to them. With respect to their Loans (if any), Monroe Capital and its Affiliates shall have the same rights and powers under this Agreement as any other Lender and may exercise the same as though Monroe Capital
were not Administrative Agent, and the terms “Lender” and “Lenders” include Monroe Capital and its Affiliates, to the extent applicable, in their individual capacities. 

14.10.    Successor Administrative Agent. Administrative Agent may resign as Administrative Agent
upon 30 days’ notice to the Lenders. If Administrative Agent resigns under this Agreement, the Required Lenders shall, with (so long as no Event of Default exists) the consent of Borrower (which shall not be unreasonably withheld or delayed),
appoint from among the Lenders a successor agent for the Lenders. If no successor agent is appointed prior to the effective date of the resignation of Administrative Agent, Administrative Agent may appoint, after consulting with the Lenders and
Borrower, a successor agent from among the Lenders. Upon the acceptance of its appointment as successor agent hereunder, such successor agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term
“Administrative Agent” shall mean such successor agent, and the retiring Administrative Agent’s appointment, powers and duties as Administrative Agent shall be terminated. After any retiring Administrative Agent’s
resignation hereunder as Administrative Agent, the provisions of this Section 14 and Sections 15.5 and 15.17 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.
If no successor agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent’s notice of resignation, the retiring 

  
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Administrative Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of Administrative Agent hereunder until such time, if any, as
the Required Lenders appoint a successor agent as provided for above. 
 14.11.    Collateral
Matters. Each Lender authorizes and directs Administrative Agent to enter into the other Loan Documents for the benefit of Lenders. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by Administrative Agent or
Required Lenders in accordance with the provisions of this Agreement or the other Loan Documents, and the exercise by the Administrative Agent or Required Lenders of the powers set forth herein or therein, together with such other powers as are
reasonably incidental thereto, shall be authorized and binding upon all Lenders. Administrative Agent is hereby authorized on behalf of all Lenders, without the necessity of any notice to or further consent from any Lender to take any action with
respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected (with respect to intellectual property, if and to the extent contemplated under the Guaranty and Collateral Agreement) the Liens upon the Collateral
granted pursuant to this Agreement and the other Loan Documents. The Lenders irrevocably authorize Administrative Agent, at its option and in its discretion, (a) to release any Lien granted to or held by Administrative Agent under any
Collateral Document (i) upon termination of the Commitments and payment in full of all Loans and all other outstanding obligations of Borrower hereunder and the expiration or termination or Cash Collateralization of all Letters of Credit;
(ii) constituting property sold or to be sold or disposed of as part of or in connection with any disposition permitted hereunder (including the release of any Guarantor); or (iii) subject to Section 15.1, if approved, authorized or
ratified in writing by the Required Lenders; or (b) to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by Section 11.2(d)(i) or (d)(iii) (it being understood that Administrative
Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such Lien is permitted by Section 11.1(b)). Upon request by Administrative Agent at any time, the Lenders will confirm in writing
Administrative Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 14.11. 

14.12.    Restriction on Actions by Lenders. Each Lender agrees that it shall not, without the
express written consent of Administrative Agent, and shall, upon the written request of Administrative Agent (to the extent it is lawfully entitled to do so), set off against the Obligations, any amounts owing by such Lender to a Loan Party or any
deposit accounts of any Loan Party now or hereafter maintained with such Lender that are not Excluded Accounts. Each of the Lenders further agrees that it shall not, unless specifically requested to do so in writing by Administrative Agent, take or
cause to be taken, any action, including the commencement of any legal or equitable proceedings to foreclose any loan or otherwise enforce any security interest in any of the Collateral or to enforce all or any part of this Agreement or the other
Loan Documents. All enforcement actions under this Agreement and the other Loan Documents against the Loan Parties or any third party with respect to the Obligations or the Collateral may only be taken by Administrative Agent (at the direction of
the Required Lenders or as otherwise permitted in this Agreement) or by its agents at the direction of Administrative Agent. 

14.13.    Administrative Agent May File Proofs of Claim. In case of the pendency of any
receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, Administrative Agent 

  
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(irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether Administrative Agent shall have
made any demand on Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise: 

(a)    to file and prove a claim for the whole amount of the principal and interest owing and unpaid in
respect of the Loans, and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and Administrative Agent (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Lenders and Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and Administrative Agent under Sections 5, 15.5 and 15.17) allowed in such
judicial proceedings; and 
 (b)    to collect and receive any monies or other property payable or
deliverable on any such claims and to distribute the same; 
 and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to Administrative Agent and, in the event that Administrative Agent shall consent to the making of such payments directly to the
Lenders, to pay to Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of Administrative Agent and its agents and counsel, and any other amounts due Administrative Agent under Sections 5, 15.5
and 15.17. 
 Nothing contained herein shall be deemed to authorize Administrative Agent to authorize or consent to or
accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize Administrative Agent to vote in respect of the claim of any Lender in
any such proceeding. 
 14.14.    Other Agents; Arrangers and Managers. None of the Lenders or
other Persons identified on the facing page or signature pages of this Agreement as a “syndication agent,” “documentation agent,” “co-agent,” “book
manager,” “lead manager,” “arranger,” “lead arranger” or “co-arranger”, if any, shall have any right, power, obligation,
liability, responsibility or duty under this Agreement other than, in the case of such Lenders, those applicable to all Lenders as such. Without limiting the foregoing, none of the Lenders or other Persons so identified shall have or be deemed to
have any fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders or other Persons so identified in deciding to enter into this Agreement or in taking or not taking action
hereunder. 
 14.15.    Protective Advances. Administrative Agent may, from time to time at any
time that an Event of Default has occurred and is continuing, make all disbursements and advances (“Protective Advances”) that Administrative Agent, in its sole discretion, deems necessary or desirable to preserve, protect, prepare
for sale or lease or dispose of the Collateral or any portion thereof, to enhance the likelihood or maximize the amount of repayment by the Loan Parties of the Loans and other Obligations or to pay any other amount chargeable to the Loan Parties


  
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pursuant to the terms of this Agreement and the other Loan Documents, including, without limitation, costs, fees and expenses as described in Section 15.5. Protective
Advances are repayable on demand and will be secured by the Collateral and bear interest at a rate per annum equal to the rate then applicable to Base Rate Loans. The maximum aggregate amount of Protective Advances that Administrative Agent may make
is $5,000,000. Protective Advances constitute Obligations under this Agreement and may be charged to the Loan Account in accordance with Section 7.1.2. No Protective Advance made by Administrative Agent and charged to the
Loan Account will be deemed to constitute a Loan and no Lender will have any obligation to fund any amount to Administrative Agent as a result thereof. The Administrative Agent shall notify each Lender and the Borrower Representative in writing of
each Protective Advance made by Administrative Agent, which notice must include a description of the purpose of that Protective Advance. 

SECTION 15 
 GENERAL.

 15.1.    Waiver; Amendments. 

15.1.1. No delay on the part of Administrative Agent or any Lender in the exercise of any right, power or remedy shall
operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver
of, or consent with respect to, any provision of this Agreement or the other Loan Documents shall in any event be effective unless the same shall be in writing and acknowledged by Lenders having an aggregate Pro Rata Shares of not less than the
aggregate Pro Rata Shares expressly designated herein with respect thereto or, in the absence of such designation as to any provision of this Agreement, by the Required Lenders, and then any such amendment, modification, waiver or consent shall be
effective only in the specific instance and for the specific purpose for which given; provided, however, that the Agent Fee Letter may be amended, waived, consented to or modified by the parties thereto. No amendment, modification, waiver or consent
shall (a) extend or increase the Commitment of any Lender without the written consent of such Lender, (b) extend the date scheduled for payment of any principal (excluding mandatory prepayments) of or interest on the Loans or any fees
payable hereunder without the written consent of each Lender directly affected thereby, (c) reduce the principal amount of any Loan, the rate of interest thereon or any fees payable hereunder, without the consent of each Lender directly
affected thereby (except (i) for periodic adjustments of interest rates and fees resulting from a change in the LIBOR Rate and the Base Rate as provided for in this Agreement, and (ii) that Required Lenders may rescind any increase in the
interest rate under and in accordance with Section 4.1).; or (d) release any Guarantor from its obligations under the Guaranty and Collateral Agreement, other than as part of or in connection with any disposition
permitted hereunder, or all or any substantial part of the Collateral granted under the Collateral Documents (except as permitted by Section 14.11), change the definition of Required Lenders, any provision of this Section 15.1, any
provision of Section 13.3, change the definition of Pro Rata Share, or reduce the aggregate Pro Rata Share required to effect an amendment, modification, waiver or consent, without, in each case set forth in this clause (d), the written consent
of all Lenders. No provision of Sections 6.2.2 or 6.3 with respect to the timing or application of mandatory prepayments of the Loans shall be amended, modified or waived without the consent of Lenders having a


  
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majority of the aggregate Pro Rata Shares of the Term Loans affected thereby. No provision of Section 14 or other provision of this Agreement affecting Administrative Agent in its capacity
as such shall be amended, modified or waived without the consent of Administrative Agent. No provision of this Agreement relating to the rights or duties of the Issuing Lenders in their capacities as such shall be amended, modified or waived without
the consent of the Issuing Lenders. 
 Notwithstanding the foregoing, this agreement may be amended (or amended and
restated) with the written consent of the Required Lenders, Administrative Agent and Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and
the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans, the Revolving Loans, the Revolving Commitments and the accrued interest and fees in respect thereof
and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders. 

15.1.2. Either (a) if, in connection with any proposed amendment, modification, waiver or termination requiring the
consent of all Lenders or all affected Lenders, the consent of the Required Lenders is obtained, but the consent of other Lenders whose consent is required is not obtained (any such Lender whose consent is required and not obtained being referred to
as a “Non-Consenting Lender”) or (b) upon the receipt by the Borrower of notice and demand from any Lender for any payment provided in Section 8.1 (such Lender, together with any
Non-Consenting Lender, each an “Affected Lender”), then, so long as Administrative Agent is not an Affected Lender, Administrative Agent and/or a Person or Persons reasonably acceptable to Administrative Agent (who shall in no event
be a Disqualified Lender) shall have the right to purchase from such Affected Lenders (on the express condition that upon such purchase such purchasing Person will consent to the proposed amendment), and such Affected Lenders agree that they shall,
upon Administrative Agent’s request, sell and assign to Administrative Agent and/or such Person or Persons, all of the Loans and Revolving Commitments of such Affected Lenders for an amount equal to the principal balance of all such Loans and
Revolving Commitments held by such Affected Lenders and all accrued interest, fees, expenses and other amounts then due with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed Assignment
Agreement. 
 15.2.    Confirmations. Borrower and each holder of a Note agree from time to time,
upon written request received by it from the other, to confirm to the other in writing (with a copy of each such confirmation to Administrative Agent) the aggregate unpaid principal amount of the Loans then outstanding under such Note. 

15.3.    Notices. 

15.3.1. Generally. Except as otherwise provided in Section 2.2.2, all notices hereunder shall be in writing
(including facsimile or other electronic transmission) and shall be sent to the applicable party at its address shown on Annex B or at such other address as such party may, by written notice received by the other parties, have designated as
its address for such purpose. Notices sent by facsimile or electronic transmission shall be deemed to have been given when sent; notices sent by mail shall be deemed to have been given three Business Days


  
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after the date when sent by registered or certified mail, postage prepaid; and notices sent by hand delivery or overnight courier service shall be deemed to have been given when received. For
purposes of Section 2.2.2, Administrative Agent shall be entitled to rely on telephonic instructions from any person that Administrative Agent in good faith believes is an authorized officer or employee of Borrower, and Borrower shall hold
Administrative Agent and each other Lender harmless from any loss, cost or expense resulting from any such reliance. 

15.3.2. Electronic Communications. 

(a)        Notices and other communications to any Lender under this Agreement may be
delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by Administrative Agent, but the foregoing does not apply to notices to
any Lender pursuant to Section 2.1.3 if that Lender has notified Administrative Agent and Borrower Representative that it is incapable of receiving notices under Section 2.1.3 by electronic communication. Administrative Agent or any of
Holdings, Intermediate Holdings and Borrower may, in its respective sole discretion, agree to accept notices and other communications to it under this Agreement by electronic communications pursuant to procedures approved by it, and approval of any
such procedures may be limited to particular notices or communications. 

(b)        Unless otherwise agreed by the sender and the intended recipient,
(i) notices and other communications sent to an e-mail address will be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt
requested” function, as available, return e-mail, or other written acknowledgement); (ii) notices or communications posted to an Internet or intranet website will be deemed received upon the deemed
receipt by the intended recipient, at its e-mail address as described in the foregoing clause (i), of notification that the notice or communication is available and identifying the website address therefor;
and (iii) for both clauses (i) and (ii) of this Section 15.3.2(b), any notice, e mail or other communication that is not sent during the normal business hours of the intended recipient will be deemed to have been sent at the opening
of business on the next Business Day for the intended recipient. 
 15.4.    Computations. Where
the character or amount of any asset or liability or item of income or expense is required to be determined, or any consolidation or other accounting computation is required to be made, for the purpose of this Agreement, such determination or
calculation shall, to the extent applicable and except as otherwise specified in this Agreement, be made in accordance with GAAP, consistently applied; provided that if Borrower notifies Administrative Agent that Borrower wishes to amend any
covenant in Sections 10 or 11.14 (or any related definition) to eliminate or to take into account the effect of any change in GAAP on the operation of such covenant (or if Administrative Agent notifies Borrower that the Required Lenders wish to
amend Sections 10 or 11.14 (or any related definition) for such purpose), then Borrower’s compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until
either such notice is withdrawn or such covenant (or related definition) is amended in a manner satisfactory to Borrower and the Required Lenders. 

  
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 15.5.    Costs, Expenses. Each Loan Party,
jointly and severally agrees to pay on demand, subject to any limitations set forth in Section 10.2 with respect to audits and inspections, (a) all reasonable and documented
out-of-pocket costs and expenses of Administrative Agent and following the occurrence and during the continuance of an Event of Default any Lender (including Attorney
Costs) in connection with the preparation, execution, syndication, delivery and administration (including perfection and protection of any Collateral and the costs of Intralinks (or other similar service), if applicable) of this Agreement, the other
Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith (including any amendment, supplement or waiver to any Loan Document), whether or not the transactions contemplated hereby
or thereby shall be consummated, and (b) all reasonable and documented out-of-pocket costs and expenses (including Attorney Costs) incurred by Administrative Agent
and each Lender after an Event of Default in connection with the collection of the Obligations or the enforcement of this Agreement the other Loan Documents or any such other documents or during any workout, restructuring or negotiations in respect
thereof; provided, however, that such Attorney Costs described in each of clauses (a) and (b) above shall be limited to Attorney Costs of one counsel to the Administrative Agent and Lenders taken as a whole, one counsel for franchise counsel to
Administrative Agent (and, if reasonably necessary, one local counsel to the Administrative Agent and all the Lenders taken as a whole in any relevant jurisdiction), unless the representation of the Administrative Agent and one or more Lenders by
counsel for all Lenders would be inappropriate due to the existence of an actual conflict of interest that is not waived, in which case Borrower shall also be required to reimburse the Attorney Costs of one counsel to such affected Lenders
similarly-situated (taken as a whole). In addition, each Loan Party agrees to pay, and to save Administrative Agent and the Lenders harmless from all liability for, any fees of Borrower’s auditors in connection with any reasonable exercise by
Administrative Agent and the Lenders of their rights pursuant to Section 10.2. All Obligations provided for in this Section 15.5 shall survive repayment of the Loans, cancellation of the Notes, expiration or termination of the Letters of
Credit and termination of this Agreement. 
 15.6.    Assignments; Participations. 

15.6.1. Assignments. 

(a)        Any Lender may at any time assign to one or more Eligible Assignees other
than the Sponsor, Borrower or any Affiliate thereof (any such Person, an “Assignee”) all or any portion of such Lender’s Loans and Commitments, with the prior written consent of Administrative Agent, the Issuing Lenders (for an
assignment of the Revolving Loans and the Revolving Commitments) and Borrower (which consent of Borrower shall not be unreasonably withheld or delayed), provided, however, (i) such consent of Borrower shall not be required (x) for an assignment
by a Lender to a Lender or an Affiliate of a Lender or an Approved Fund, or (y) upon the occurrence and during the continuance of a Specified Event of Default, (ii) such consent of Administrative Agent and the Issuing Lenders shall not be
required for an assignment by a Lender to a Lender or an Affiliate of a Lender or an Approved Fund and (iii) no such assignment shall be to a Disqualified Lender. Except as Administrative Agent may otherwise agree, any such assignment shall be
in a minimum aggregate amount equal to $1,000,000 or, if less, the remaining Commitment and Loans held by the assigning Lender. Borrower and Administrative Agent shall be entitled to continue to deal solely and directly with such Lender in 

  
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connection with the interests so assigned to an Assignee until Administrative Agent shall have received and accepted an effective assignment agreement in substantially the form of Exhibit C
hereto (an “Assignment Agreement”) executed, delivered and fully completed by the applicable parties thereto and a processing fee of $3,500 and the tax forms required by Section 7.6(d); provided, that, no processing fee shall
be payable in connection with an assignment by a Lender to a Lender or an Affiliate of a Lender or an Approved Fund. If an assignment is made to any Person and at the time of such assignment Borrower would be obligated to pay a greater amount under
Sections 7.6 or 8 to the Assignee than Borrower is then obligated to pay to the assigning Lender under such Sections then Borrower will not be required to pay such greater amounts to such Assignee. Any attempted assignment not made in accordance
with this Section 15.6.1 shall be treated as the sale of a participation under Section 15.6.2. If Borrower has not expressly objected to any assignment requiring its consent hereunder within three Business Days after notice thereof,
Administrative agent shall provide Borrower with a second copy of such notice and Borrower shall be deemed to have granted unless Borrower has expressly objected to such assignment within seven days after receipt of such second notice thereof. 

(b)        From and after the date on which the conditions described above have been
met, (i) such Assignee shall be deemed automatically to have become a party hereto and, to the extent that rights and obligations hereunder have been assigned to such Assignee pursuant to such Assignment Agreement, shall have the rights and
obligations of a Lender hereunder and (ii) the assigning Lender, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, shall be released from its rights (other than its indemnification
rights) and obligations hereunder. Upon the request of the Assignee (and, as applicable, the assigning Lender) pursuant to an effective Assignment Agreement, Borrower shall execute and deliver to Administrative Agent for delivery to the Assignee
(and, as applicable, the assigning Lender) a Note in the principal amount of the Assignee’s Pro Rata Share of the Revolving Commitments plus the principal amount of the Assignee’s Term Loans (and, as applicable, a Note in the principal
amount of the Pro Rata Share of the Revolving Commitments retained by the assigning Lender plus the principal amount of the Term Loans retained by the assigning Lender). Each such Note shall be dated the effective date of such assignment. Upon
receipt by Administrative Agent of such Note(s), the assigning Lender shall return to Borrower any prior Note held by it. 

(c)        Any Lender may at any time pledge or assign a security interest in all or
any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security
interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. 

15.6.2. Participations. Any Lender may at any time sell to one or more Persons participating interests in its Loans,
Commitments or other interests hereunder (any such Person, a “Participant”), provided that such Person shall not be a Disqualified Lender. In the event of a sale by a Lender of a participating interest to a Participant,
(a) such Lender’s obligations hereunder shall remain unchanged for all purposes, (b) Borrower and Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and
obligations hereunder and (c) all amounts payable by Borrower shall be determined as if 

  
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such Lender had not sold such participation and shall be paid directly to such Lender. No Participant shall have any direct or indirect voting rights hereunder except with respect to any event
described in Section 15.1 expressly requiring the unanimous vote of all Lenders or, as applicable, all affected Lenders. Each Lender agrees to incorporate the requirements of the preceding sentence into each participation agreement which such
Lender enters into with any Participant. Borrower agrees that if amounts outstanding under this Agreement are due and payable (as a result of acceleration or otherwise), each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement and with respect to any Letter of Credit to the same extent as if the amount of its participating interest were owing directly
to it as a Lender under this Agreement; provided that such right of set-off shall be subject to the obligation of each Participant to share with the Lenders, and the Lenders agree to share with each
Participant, as provided in Section 7.5. Borrower also agrees that each Participant shall be entitled to the benefits of Section 7.6 or 8 as if it were a Lender (provided (i) that on the date of the participation no Participant shall
be entitled to any greater compensation pursuant to Section 7.6 or 8 than would have been paid to the participating Lender on such date if no participation had been sold except to the extent such entitlement to receive a greater payment results
from a change in law that occurs after the Participant acquired the applicable participation and (ii) that each Participant complies with Section 7.6(d) as if it were an Assignee, it being understood that the documentation required under
Section 7.6(d) shall be delivered to the participating Lender). Each Lender that sells a participation shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address of each
Participant and the principal amounts of and stated interest on each Participant’s interest in the Loans, Commitments or other interests hereunder (the “Participant Register”); provided that no Lender shall have any obligation
to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans or its other obligations under this Agreement or any Loan
Documents) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United
States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all
purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. 

15.7.    Register. Administrative Agent, acting solely for this purpose as an agent of Borrower,
shall maintain a copy of each Assignment Agreement delivered and accepted by it and register (the “Register”) for the recordation of names and addresses of the Lenders and the Commitments of, and principal amounts of and stated
interest on the Loans owing to, each Lender pursuant to the terms hereof from time to time and whether such Lender is the original Lender or the Assignee. No assignment shall be effective unless and until the Assignment Agreement is accepted and
registered in the Register. All records of transfer of a Lender’s interest in the Register shall be conclusive, absent manifest error, as to the ownership of the interests in the Loans, and Borrower, Administrative Agent, and Lenders shall
treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. Administrative Agent shall not incur any liability of any kind with respect to any Lender with respect to
the maintenance of the Register. 

  
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 15.8.    GOVERNING LAW. THIS AGREEMENT AND EACH
NOTE SHALL BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE. 

15.9.    Confidentiality. As required by federal law and Administrative Agent’s policies and
practices, Administrative Agent may need to obtain, verify, and record certain customer identification information and documentation in connection with opening or maintaining accounts, or establishing or continuing to provide services.
Administrative Agent and each Lender agree to use commercially reasonable efforts (equivalent to the efforts Administrative Agent or such Lender applies to maintain the confidentiality of its own confidential information) to maintain as confidential
all information provided to them by any Loan Party, except that Administrative Agent and each Lender may disclose such information (a) to Persons employed or engaged by Administrative Agent or such Lender or such Lender’s Affiliates or
Approved Funds in evaluating, approving, structuring or administering the Loans and the Commitments; (b) to any assignee or participant or potential assignee or participant, other than a Disqualified Lender, that has agreed to comply with the
covenant contained in this Section 15.9 (and any such assignee or participant or potential assignee or participant may disclose such information to Persons employed or engaged by them as described in clause (a) above); (c) (i) as
required or requested by any federal or state regulatory authority or examiner, or any insurance industry association, or (ii) as reasonably believed by Administrative Agent or such Lender to be compelled by any court decree, subpoena or legal
or administrative order or process; provided Administrative Agent or such Lender shall notify the Borrower prior to making such disclosure, unless such notification is prohibited; (d) as, on the advice of Administrative Agent’s or such
Lender’s counsel, is required by law provided the Administrative Agent or such Lender shall notify the Borrower prior to making such disclosure, unless such notification is prohibited; (e) in connection with the exercise of any right or
remedy under the Loan Documents or in connection with any litigation to which Administrative Agent or such Lender is a party; (f) to any nationally recognized rating agency that requires access to information about a Lender’s investment
portfolio in connection with ratings issued with respect to such Lender; (g) to any Affiliate of Administrative Agent, the Issuing Lenders or any Lender who may provide Bank Products to the Loan Parties; (h) to Lender’s independent
auditors and other professional advisors as to which such information has been identified as confidential; (i) that ceases to be confidential through no fault of Administrative Agent or any Lender; (j) to any person appointed by the
Administrative Agent or any Lender to provide administration or settlement services in respect of one or more of the Loan documents including without limitation, in relation to the trading of participations in respect of the Loan Documents, such
confidential information as may be required to be disclosed to enable such service provider to provide any of the services referred to in this paragraph (j) if the service provider to whom the confidential information is to be given has entered
into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Borrower and the
Administrative Agent or Lender, as applicable; or (k) the Administrative Agent or such Lender may disclose to any national or international numbering service provider appointed by the Administrative Agent or such Lender to provide
identification numbering services in respect of this Agreement and/or one or more Loan Parties the following information: 

  
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 (i)       names of Loan
Parties; 
 (ii)      country of domicile of Loan Parties; 

(iii)     place of incorporation of Loan Parties; 

(iv)     date of this Agreement; 

(v)       the name of the Administrative Agent; 

(vi)       date of each amendment and restatement of this Agreement; 

(vii)     amount of total Commitments; 

(viii)     currencies of the Loans; 

(ix)       type of Loans; 

(x)       ranking of Loans; 

(xi)      Termination Date for the Loans; 

(xii)      changes to any of the information previously supplied pursuant to
paragraphs (i) to (xi) above; and 
 (xiii)     such other information agreed in
writing between the Administrative Agent or such Lender and the Loan Party, 
 to enable such numbering service provider to provide its
usual syndicated loan numbering identification services. The Loan Parties acknowledge and agree that each identification number assigned to this Agreement and/or one or more Loan Parties by a numbering service provider and the information associated
with each such number may be disclosed to users of its services in accordance with the standard terms and conditions of that numbering service provider. Each Loan Party represents that none of the information set out in paragraphs (i) to (xii)
above is, nor will at any time be, unpublished price-sensitive information. 
 Notwithstanding the foregoing, (i) in
the case of clauses (c)(ii), (d), (j) and (k) above, the Administrative Agent shall use commercially reasonable efforts to (A) give the applicable Loan Party written notice prior to disclosing the information, in the case of clauses
(c) and (d), to the extent permitted by such requirement and in the case of clauses (j) and (k), providing a copy of the written agreement pursuant to which disclosure of information to other parties will be conducted; (B) in the case
of clauses (c)(ii) and (d), cooperate with the Loan Party to obtain a protective order or similar confidential treatment, and (C) in the case of clauses (c)(ii) and (d), only disclose that portion of the confidential information as counsel for
the Administrative Agent or Lender, as applicable, advises such Administrative Agent or Lender that it must disclose pursuant to such requirement and (ii) in no event shall the Administrative Agent or any Lender disclose any such confidential
information to any Disqualified Lender. The Administrative Agent or any Lender may publish a tombstone or similar advertising material relating to the 

  
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financing transactions contemplated by this Agreement, and Administrative Agent reserves the right to provide to industry trade organizations information necessary and customary for inclusion in
league table measurements. If any provision of any confidentiality agreement, nondisclosure agreement or other similar agreement between Borrower and Lender conflicts with or contradicts this Section 15.9 with respect to the treatment of
confidential information, this section shall supersede all such prior or contemporaneous agreements and understandings between the parties. 

15.10. Severability. Whenever possible each provision of this Agreement shall be interpreted in such manner as to be
effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the
remainder of such provision or the remaining provisions of this Agreement. All obligations of the Loan Parties and rights of Administrative Agent and the Lenders expressed herein or in any other Loan Document shall be in addition to and not in
limitation of those provided by applicable law. 
 15.11. Nature of Remedies. All Obligations of the Loan Parties and
rights of Administrative Agent and the Lenders expressed herein or in any other Loan Document shall be in addition to and not in limitation of those provided by applicable law. No failure to exercise and no delay in exercising, on the part of
Administrative Agent or any Lender, any right, remedy, power or privilege hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, power or privilege. 
 15.12. Entire Agreement. This
Agreement, together with the other Loan Documents, embodies the entire agreement and understanding among the parties hereto and supersedes all prior or contemporaneous agreements and understandings of such Persons, verbal or written, relating to the
subject matter hereof and thereof (except as relates to the fees described in Section 5.3) and any prior arrangements made with respect to the payment by the Loan Parties of (or any indemnification for) any fees, costs or expenses payable to or
incurred (or to be incurred) by or on behalf of Administrative Agent or the Lenders. 
 15.13. Counterparts. This
Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute but one and the
same Agreement. Receipt of an executed signature page to this Agreement by facsimile or other electronic transmission shall constitute effective delivery thereof. Electronic records of executed Loan Documents maintained by the Lenders shall deemed
to be originals. 
 15.14. Successors and Assigns. This Agreement shall be binding upon Borrower, the Lenders and
Administrative Agent and their respective successors and permitted assigns, and shall inure to the benefit of Borrower, the Lenders and Administrative Agent and the successors and assigns of the Lenders and Administrative Agent. No other Person
shall be a direct or indirect legal beneficiary of, or have any direct or indirect cause of action or claim in connection with, this Agreement or any of the other Loan Documents. No Loan Party may assign or transfer any of its rights or Obligations
under this Agreement without the prior written consent of Administrative Agent and each Lender. 

  
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 15.15. Captions. Section captions used in this Agreement are for
convenience only and shall not affect the construction of this Agreement. 
 15.16. Customer Identification – USA
Patriot Act Notice. Each Lender and Monroe Capital (for itself and not on behalf of any other party) hereby notifies the Loan Parties that, pursuant to the requirements of the USA Patriot Act, Title III of Pub. L.
107-56, signed into law October 26, 2001 (the “Patriot Act”), it is required to obtain, verify and record information that identifies the Loan Parties, which information includes the name
and address of the Loan Parties and other information that will allow such Lender or Monroe Capital, as applicable, to identify the Loan Parties in accordance with such legislation. 

15.17. INDEMNIFICATION BY LOAN PARTIES. IN CONSIDERATION OF THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY
ADMINISTRATIVE AGENT AND THE LENDERS AND THE AGREEMENT TO EXTEND THE COMMITMENTS PROVIDED HEREUNDER, BORROWER HEREBY AGREES TO INDEMNIFY, EXONERATE AND HOLD ADMINISTRATIVE AGENT, EACH LENDER AND EACH OF THE OFFICERS, DIRECTORS, EMPLOYEES,
AFFILIATES, APPROVED FUNDS AND AGENTS OF ADMINISTRATIVE AGENT AND EACH LENDER (EACH A “LENDER PARTY”) FREE AND HARMLESS FROM AND AGAINST ANY AND ALL ACTIONS, CAUSES OF ACTION, SUITS, LOSSES, LIABILITIES, DAMAGES AND EXPENSES,
INCLUDING ATTORNEY COSTS (COLLECTIVELY, THE “INDEMNIFIED LIABILITIES”), INCURRED BY THE LENDER PARTIES OR ANY OF THEM AS A RESULT OF, OR ARISING OUT OF, OR RELATING TO (a) ANY TENDER OFFER, MERGER, PURCHASE OF CAPITAL
SECURITIES, PURCHASE OF ASSETS OR OTHER SIMILAR TRANSACTION FINANCED OR PROPOSED TO BE FINANCED IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, WITH THE PROCEEDS OF ANY OF THE LOANS, (b) THE USE, HANDLING, RELEASE, EMISSION, DISCHARGE,
TRANSPORTATION, STORAGE, TREATMENT OR DISPOSAL OF ANY HAZARDOUS SUBSTANCE AT ANY PROPERTY OWNED OR LEASED BY ANY LOAN PARTY, (c) ANY VIOLATION OF ANY ENVIRONMENTAL LAWS WITH RESPECT TO CONDITIONS AT ANY PROPERTY OWNED OR LEASED BY ANY LOAN PARTY OR
THE OPERATIONS CONDUCTED THEREON, (d) THE INVESTIGATION, CLEANUP OR REMEDIATION OF OFFSITE LOCATIONS AT WHICH ANY LOAN PARTY OR THEIR RESPECTIVE PREDECESSORS ARE ALLEGED TO HAVE DIRECTLY OR INDIRECTLY DISPOSED OF HAZARDOUS SUBSTANCES OR
(e) THE EXECUTION, DELIVERY, PERFORMANCE OR ENFORCEMENT OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT BY ANY OF THE LENDER PARTIES; PROVIDED, HOWEVER, THAT NO LOAN PARTY SHALL HAVE ANY LIABILITY UNDER THIS SECTION 15.17 TO ANY INDEMNITEE WITH
RESPECT TO ANY INDEMNIFIED LIABILITIES OR ANY EXPENSES TO THE EXTENT THAT SUCH LIABILITY (A) HAS RESULTED FROM THE APPLICABLE LENDER PARTY’S (EXCLUDING THE ADMINISTRATIVE AGENT IN ITS CAPACITY AS SUCH) BAD FAITH, FRAUD, GROSS NEGLIGENCE,
WILLFUL MISCONDUCT OR MATERIAL BREACH OF THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS, IN EACH CASE, AS DETERMINED BY A FINAL, NONAPPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION OR (B) RELATES TO ANY DISPUTES SOLELY AMONG INDEMNITEES OR
ANY OF THEIR AFFILIATES. IF AND TO THE EXTENT THAT THE FOREGOING UNDERTAKING MAY BE 

  
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UNENFORCEABLE FOR ANY REASON, EACH LOAN PARTY HEREBY AGREES TO MAKE THE MAXIMUM CONTRIBUTION TO THE PAYMENT AND SATISFACTION OF EACH OF THE INDEMNIFIED LIABILITIES WHICH IS PERMISSIBLE UNDER
APPLICABLE LAW. ALL OBLIGATIONS PROVIDED FOR IN THIS SECTION 15.17 SHALL SURVIVE REPAYMENT OF THE LOANS, CANCELLATION OF THE NOTES, EXPIRATION OR TERMINATION OF THE LETTERS OF CREDIT, ANY FORECLOSURE UNDER, OR ANY MODIFICATION, RELEASE OR DISCHARGE
OF, ANY OR ALL OF THE COLLATERAL DOCUMENTS AND TERMINATION OF THIS AGREEMENT. THIS SECTION 15.17 SHALL NOT APPLY WITH RESPECT TO TAXES OTHER THAN ANY TAXES THAT REPRESENT LOSSES, CLAIMS, DAMAGES, ETC. ARISING FROM ANY
NON-TAX CLAIM. 
 15.18. Nonliability of Lenders. The relationship between
Borrower on the one hand and the Lenders and Administrative Agent on the other hand shall be solely that of borrower and lender. Neither Administrative Agent nor any Lender has any fiduciary relationship with or duty to any Loan Party arising out of
or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Loan Parties, on the one hand, and Administrative Agent and the Lenders, on the other hand, in connection herewith or therewith is solely that
of debtor and creditor. Neither Administrative Agent nor any Lender undertakes any responsibility to any Loan Party to review or inform any Loan Party of any matter in connection with any phase of any Loan Party’s business or operations.
Borrower agrees, on behalf of itself and each other Loan Party, that neither Administrative Agent nor any Lender shall have liability to any Loan Party (whether sounding in tort, contract or otherwise) for losses suffered by any Loan Party in
connection with, arising out of, or in any way related to the transactions contemplated and the relationship established by the Loan Documents, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of competent jurisdiction that such losses resulted from the gross negligence or willful misconduct of the party from which recovery is sought. NO LENDER PARTY SHALL BE LIABLE FOR
ANY DAMAGES ARISING FROM THE USE BY OTHERS OF ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS OR OTHER SIMILAR INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT (EXCEPT FOR ANY SUCH DAMAGES ARISING ON ACCOUNT OF THE
BAD FAITH, FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR MATERIAL BREACH OF THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS BY THE APPLICABLE LENDER PARTY OR SUCH LENDER PARTY’S OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES AND AGENTS, IN EACH
CASE, AS DETERMINED BY A FINAL, NONAPPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION, NO PARTY SHALL HAVE ANY LIABILITY WITH RESPECT TO, AND EACH PARTY ON BEHALF OF ITSELF AND EACH OF ITS AFFILIATES, HEREBY WAIVES, RELEASES AND AGREES NOT TO
SUE FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER BEFORE OR AFTER THE CLOSING DATE). Each
Party acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents to which it is a party. No joint venture is created hereby or by the other Loan 

  
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Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Loan Parties and the Lenders 

15.19. FORUM SELECTION AND CONSENT TO JURISDICTION. ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN
CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK; PROVIDED THAT NOTHING IN THIS
AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE ADMINISTRATIVE AGENT FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER APPROPRIATE JURISDICTION. EACH LOAN PARTY, ADMINISTRATIVE AGENT AND EACH LENDER HEREBY EXPRESSLY AND IRREVOCABLY
SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE. ADMINISTRATIVE AGENT, EACH LENDER AND EACH
LOAN PARTY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK. EACH LOAN PARTY, ADMINISTRATIVE AGENT AND EACH LENDER HEREBY EXPRESSLY AND
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN
BROUGHT IN AN INCONVENIENT FORUM. 
 15.20. WAIVER OF JURY TRIAL. EACH LOAN PARTY, ADMINISTRATIVE AGENT AND EACH
LENDER HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT, ANY NOTE, ANY OTHER LOAN DOCUMENT AND ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE
FUTURE BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH OR ARISING FROM ANY LENDING RELATIONSHIP EXISTING IN CONNECTION WITH ANY OF THE FOREGOING, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

 15.21. Acknowledgement and Consent to Bail In of EEA Financial Institutions. Notwithstanding anything to the
contrary in any Loan Document or in any other agreement, arrangement, or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such
liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by (a) the application of any Write-Down and Conversion Powers by
an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-in Action on any
such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in


  
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that EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will
be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion
powers of any EEA Resolution Authority. 
 15.22. Existing Credit Agreement. 

15.22.1. The parties hereto agree that, on the Closing Date, the following transactions shall be deemed to occur
automatically, without further action by any party hereto: 
 (a)        The
Existing Credit Agreement shall, as of the Closing Date, be deemed to be amended and restated in its entirety in the form of, and pursuant to, this Agreement, and the Existing Credit Agreement shall thereafter be of no further force or effect except
to evidence (i) the representations and warranties of the parties hereto prior to the Closing Date and (ii) any agreement to be performed or required to be performed pursuant to the Existing Credit Agreement prior to the Closing Date.
Notwithstanding the foregoing, (a) the amendment and restatement effected by this Agreement shall not cure any breach thereof existing prior to the Closing Date, (b) this Agreement and the documents executed and delivered in connection
herewith and the transactions contemplated hereby do not constitute a novation, payment and reborrowing or termination of any of the obligations of the Loan Parties under the Existing Credit Agreement as in effect prior to the Closing Date or a
novation or payment and reborrowing of any amount owing under the Existing Credit Agreement as in effect prior to the Closing Date, (c) all such obligations of the Loan Parties are in all respects continuing with only the terms being modified
as provided in this Agreement and the other Loan Documents, and (d) all Liens in the Collateral created under the Collateral Documents shall, except as expressly provided by this Agreement, continue in full force and effect and shall secure all
of the Obligations. 
 (b)        The Borrower and each Guarantor hereby
acknowledges and agrees that each of the Existing Loan Documents that are not superseded by corresponding Loan Documents or such executed and delivered in connection with this Agreement to which the Borrower or such Guarantor is a party remains in
full force and effect and hereby ratifies and reaffirms all of its respective repayment and performance obligations, contingent or otherwise, under each of such Existing Loan Documents (including each grant of security interests pursuant to the
Collateral Documents) and, to the extent such Guarantor guaranteed any of the “Obligations”, as defined in the Existing Credit Agreement pursuant to any such Existing Loan Documents as security for such Obligations, such Guarantor hereby
ratifies and reaffirms such guaranty and agrees that such guaranty secures all of the Obligations under this Agreement and remains in full force and effect after giving effect to this Agreement. The execution, delivery and effectiveness of this
Agreement shall not operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders under the Existing Credit Agreement or any Existing Loan Document, nor constitute a waiver of any provision of the Existing Credit
Agreement or any other Existing Loan Document, except as specifically set forth herein or in a corresponding Loan Document. 

(c)        All “Loans” outstanding under the Existing Credit Agreement
shall be deemed to be Loans under this Agreement. All issued and outstanding “Letters of Credit” issued 

  
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pursuant to the Existing Credit Agreement shall be deemed to be Letters of Credit issued under this Agreement and all obligations with respect to Letters of Credit existing under the Existing
Credit Agreement shall be deemed to be outstanding under this Agreement and shall in all respects be continuing after the Closing Date and shall be deemed to be obligations with respect to Letters of Credit governed by this Agreement. All other
“Obligations” existing under the Existing Credit Agreement shall be deemed to be outstanding under this Agreement and, in each case (i) are in all respects enforceable without the terms thereof being modified as provided by this
Agreement and (ii) shall in all respects be continuing after the Closing Date and shall be deemed to be Obligations governed by this Agreement. 

(d)        Each reference in any other Loan Document to the Existing Credit Agreement
shall be deemed to be a reference to this Agreement. 
 SECTION 16 

JOINT AND SEVERAL LIABILITY 

16.1.    Applicability of Terms. Borrower is defined collectively to include all Persons
constituting Borrower; provided, however, that any references herein to “any Borrower”, “each Borrower”, “a Borrower” or similar references, shall be construed as a reference to each individual
Person comprising Borrower. In addition, each Person comprising Borrower hereby acknowledges and agrees that all of the representations, warranties, covenants, obligations, conditions, agreements and other terms contained in this Agreement shall be
applicable to and shall be binding upon each Person comprising Borrower unless expressly otherwise stated herein. 

16.2.    Joint and Several Liability. Each Borrower shall be jointly and severally liable for all
of the Obligations of each other Borrower, regardless of which Borrower actually receives the proceeds or other benefits of the Loans or other extensions of credit hereunder or the manner in which Borrowers, Administrative Agent or any Lender
accounts therefor in their respective books and records. 
 16.3.    Benefits and Best Interests.
Each Borrower acknowledges that it will enjoy significant benefits from the business conducted by each other Borrower because of, inter alia, their combined ability to bargain with other Persons including without limitation their ability to receive
the Loans and other credit extensions under this Agreement and the other Loan Documents which would not have been available to any Borrower acting alone. Each Borrower has determined that it is in its best interest to procure the credit facilities
contemplated hereunder, with the credit support of each other Borrower as contemplated by this Agreement and the other Loan Documents. 

16.4.    Accommodations. Each of Administrative Agent and the Lenders have advised each Borrower
that it is unwilling to enter into this Agreement and the other Loan Documents and make available the credit facilities extended hereby or thereby to any Borrower unless each Borrower agrees, among other things, to be jointly and severally liable
for the due and proper payment of the Obligations of each other Borrower. Each Borrower has determined that it is in its best interest and in pursuit of its purposes that it so induce the Lenders to extend credit pursuant to this Agreement and the
other documents executed in connection herewith 

  
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(A) because of the desirability to each Borrower of the credit facilities hereunder and the interest rates and the modes of borrowing available hereunder and thereunder, (B) because each
Borrower may engage in transactions jointly with other Borrowers and (C) because each Borrower may require, from time to time, access to funds under this Agreement for the purposes herein set forth. Each Borrower, individually, expressly
understands, agrees and acknowledges, that the credit facilities contemplated hereunder would not be made available on the terms herein in the absence of the collective credit of all the Borrowers, and the joint and several liability of all the
Borrowers. Accordingly, each Borrower acknowledges that the benefit of the accommodations made under this Agreement to the Borrower, as a whole, constitutes reasonably equivalent value, regardless of the amount of the indebtedness actually borrowed
by, advanced to, or the amount of credit provided to, or the amount of collateral provided by, any one Borrower. 

16.5.    Maximum Amount. To the extent that applicable law otherwise would render the full amount
of the joint and several obligations of any Borrower hereunder and under the other Loan Documents invalid or unenforceable, such Person’s obligations hereunder and under the other Loan Documents shall be limited to the maximum amount which does
not result in such invalidity or unenforceability; provided, however, that each Borrower’s obligations hereunder and under the other Loan Documents shall be presumptively valid and enforceable to their fullest extent in accordance with the
terms hereof or thereof, as if this Section 16 were not a part of this Agreement. 

16.6.    Joint Liability Payments. To the extent that any Borrower shall make a payment under this
Section 16 of all or any of the Obligations (a “Joint Liability Payment”) which, taking into account all other Joint Liability Payments then previously or concurrently made by any other Borrower, exceeds the amount that such
Borrower would otherwise have paid if each Borrower had paid the aggregate Obligations satisfied by such Joint Liability Payments in the same proportion that such Person’s “Allocable Amount” (as defined below) (as determined
immediately prior to such Joint Liability Payments) bore to the aggregate Allocable Amounts of each Borrower as determined immediately prior to the making of such Joint Liability Payments, then, following payment in full in cash of the Obligations
(other than contingent indemnification Obligations not then asserted), the expiration, termination or Cash Collateralization of all Letters of Credit and the termination of the Commitments, such Borrower shall be entitled to receive contribution and
indemnification payments from, and be reimbursed by, each other Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Joint Liability Payments. As of any date of
determination, the “Allocable Amount” of any Borrower shall be equal to the maximum amount of the claim which could then be recovered from such Borrower under this Section 16 without rendering such claim voidable or avoidable
under §548 of Chapter 11 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute or common law. 

16.7.    Financial Condition. Each Borrower assumes responsibility for keeping itself informed of
the financial condition of each other Borrower, and any and all endorsers and/or guarantors of any instrument or document evidencing all or any part of such other Borrower’s Obligations, and of all other circumstances bearing upon the risk of
nonpayment by such other Borrower of their Obligations, and each Borrower agrees that neither Administrative Agent nor 

  
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any Lender shall have any duty to advise such Borrower of information known to Administrative Agent or any Lender regarding such condition or any such circumstances or to undertake any
investigation not a part of its regular business routine. If Administrative Agent or any Lender, in its sole discretion, undertakes at any time or from time to time to provide any such information to a Borrower, neither Administrative Agent nor any
Lender shall be under any obligation to update any such information or to provide any such information to such Borrower or any other Person on any subsequent occasion. 

16.8.    Administrative Agent Authorizations. Administrative Agent is hereby authorized to, at any
time and from time to time, (a) in accordance with the terms of this Agreement, renew, extend, accelerate or otherwise change the time for payment of, or other terms relating to, Obligations incurred by any Borrower or any other Loan Party,
otherwise modify, amend or change the terms of any promissory note or other agreement, document or instrument now or hereafter executed by any Borrower or any other Loan Party and delivered to Administrative Agent or any Lender; (b) accept
partial payments on an Obligation incurred by any Borrower; (c) take and hold security or collateral for the payment of an Obligation incurred by any Borrower hereunder or for the payment of any guaranties of an Obligation incurred by any Borrower
or other liabilities of any Borrower and exchange, enforce, waive and release any such security or collateral; (d) apply such security or collateral and direct the order or manner of sale thereof as Administrative Agent, in its sole discretion,
may determine; and (e) settle, release, compromise, collect or otherwise liquidate an Obligation incurred by any Borrower and any security or collateral therefor in any manner, without affecting or impairing the obligations of any other
Borrower. In accordance with the terms of this Agreement, Administrative Agent shall have the exclusive right to determine the time and manner of application of any payments or credits, whether received from a Borrower or any other source, and such
determination shall be binding on each Borrower. In accordance with the terms of this Agreement, all such payments and credits may be applied, reversed and reapplied, in whole or in part, to any of an Obligation incurred by any Borrower as
Administrative Agent shall determine in its sole discretion without affecting the validity or enforceability of the Obligations of any other Borrower. Nothing in this Section 16 shall modify any right of any Borrower or any Lender to consent to
any amendment or modification of this Agreement or the other Loan Documents in accordance with the terms hereof or thereof. 

16.9.    Unconditional Obligations. Each Borrower hereby agrees that, except as hereinafter
provided, its obligations hereunder shall be unconditional, irrespective of (a) the absence of any attempt to collect an Obligation incurred by Borrower from any Borrower or any Guarantor or other action to enforce the same; (b) failure by
Administrative Agent to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any security or collateral for an Obligation incurred by any Borrower; (c) of any proceeding under the Bankruptcy Code, or
any similar proceeding, by or against any Borrower or any other Loan Party, or Administrative Agent’s or any Lender’s election in any such proceeding of the application of §1111(b)(2) of the Bankruptcy Code; (d) any borrowing or
grant of a security interest by any Borrower as debtor-in-possession under §364 of the Bankruptcy Code; (e) the disallowance, under §502 of the Bankruptcy
Code, of all or any portion of Administrative Agent’s or any Lender’s claim(s) for repayment of any of an Obligation incurred by any Borrower; or (f) any other circumstance which might otherwise constitute a legal or equitable


  
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discharge or defense of a guarantor unless such legal or equitable discharge or defense is that of a Borrower in its capacity as a Borrower. 

16.10. Notices. Any notice given by Borrower Representative hereunder shall constitute and be deemed to be notice given
by all Borrowers, jointly and severally. Notice given by Administrative Agent or any Lender to Borrower Representative hereunder or pursuant to any other Loan Documents in accordance with the terms hereof or thereof shall constitute notice to each
Borrower. The knowledge of any Borrower shall be imputed to all Borrower and any consent by Borrower Representative or any Borrower shall constitute the consent of and shall bind all Borrower. 

16.11. No Impairment of Obligations or Limitations of Liability. This Section 16 is intended only to define the
relative rights of Borrower and nothing set forth in this Section 16 is intended to or shall impair the obligations of Borrower, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the
terms of this Agreement or any other Loan Documents. Nothing contained in this Section 16 shall limit the liability of any Borrower to pay the credit facilities made directly or indirectly to such Borrower and accrued interest, fees and
expenses with respect thereto for which such Borrower shall be primarily liable. 
 16.12. Rights of Contribution and
Indemnification. The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of each Borrower to which such contribution and indemnification is owing. The rights of any indemnifying
Borrower against the other Borrowers under this Section 16 shall be exercisable upon the full and payment of the Obligations, the termination of the Letters of Credit and the termination of the Commitments. 

16.13. Subrogation. No payment made by or for the account of a Borrower, including, without limitation, (a) a
payment made by such Borrower on behalf of an Obligation of another Borrower or (b) a payment made by any other Person under any guaranty, shall entitle such Borrower, by subrogation or otherwise, to any payment from such other Borrower or from
or out of property of such other Borrower and such Borrower shall not exercise any right or remedy against such other Borrower or any property of such other Borrower by reason of any performance of such Borrower of its joint and several obligations
hereunder, until, in each case, the termination of the Commitments, payment in full of all Obligations (other than contingent indemnification Obligations not then asserted) and the expiration or termination or Cash Collateralization of all Letters
of Credit. 
 SECTION 17 

APPOINTMENT OF BORROWER REPRESENTATIVE. 

17.1. Appointment; Proceeds. Each Borrower hereby irrevocably appoints and constitutes the Borrower Representative as
its agent to request and receive the proceeds of advances in respect of the Loans (and to otherwise act on behalf of such Borrower pursuant to this Agreement and the other Loan Documents) from Lenders in the name or on behalf of each such Borrower.
Administrative Agent may disburse such proceeds to the bank account of 

  
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Borrower Representative (or any other Borrower) without notice to any other Borrower or any other Loan Party. 

17.2.    Appointment; Documentation and Other Actions. Each Borrower hereby irrevocably appoints
and constitutes the Borrower Representative as its agent to (i) receive statements of account and all other notices from Administrative Agent with respect to the Obligations or otherwise under or in connection with this Agreement and the other
Loan Documents, (ii) execute and deliver Compliance Certificates and all other notices, certificates and documents to be executed and/or delivered by any Borrower under this Agreement or the other Loan Documents; and (iii) otherwise act on
behalf of such Borrower pursuant to this Agreement and the other Loan Documents. 

17.3.    Irrevocable Appointment; Reliance. The authorizations contained in this Section 17
are coupled with an interest and shall be irrevocable, and Administrative Agent may rely on any notice, request, information supplied by the Borrower Representative, every document executed by the Borrower Representative, every agreement made by the
Borrower Representative or other action taken by the Borrower Representative in respect of any Borrower or other Loan Party as if the same were supplied, made or taken by such Borrower or Loan Party. Without limiting the generality of the foregoing,
the failure of one or more Borrowers or other Loan Party to join in the execution of any writing in connection herewith shall not relieve any Borrower or other Loan Party from obligations in respect of such writing. 

17.4.    Termination. No purported termination of the appointment of Borrower Representative as
agent shall be effective without the prior written consent of Administrative Agent. 
 SECTION 18 

RELEASE. 

18.1. Release. In consideration of the agreements of Administrative Agent and the Lenders contained herein and for
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Loan Party, on behalf of itself and its successors, assigns, and other legal representatives (collectively, the “Releasors”
and each, a “Releasee”), hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Administrative Agent and each Lender, and their successors and assigns, and their respective present and former
shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (collectively, Administrative Agent, each Lender, and all such other Persons, the
“Releasees”, and each, a “Releasee”), of and from all demands, actions, causes of action, suits, damages and any and all other claims, counterclaims, and rights of set off whatsoever (individually, a
“Claim” and collectively, “Claims”) of every name and nature, known or that reasonably should be known, suspected or that reasonably should be suspected, both at law and in equity (and all defenses that may arise
out of the foregoing), which such Loan Party or any of its successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance,
action, cause or thing whatsoever which has arisen at any time prior to the date of this Agreement for or on account of, 

  
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or relating to the Existing Credit Agreement or any of the other Loan Documents or transactions thereunder. 

18.2.    Defense. Each Loan Party understands, acknowledges and agrees that the release set forth
above may be pleaded as a full and complete defense in respect of the matter covered thereby and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the
provisions of such release. 
 18.3.    Final, Absolute and Unconditional Release. Each Loan
Party agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above. 

18.4.    Covenant. Each Loan Party, on behalf of itself and each Releasor, hereby absolutely,
unconditionally, and irrevocably, covenants and agrees with and in favor of each Releasee that it will not sue (at law, in equity, in any regulatory proceeding, or otherwise) any Releasee on the basis of any Claim released, remised, and discharged
by such Loan Party pursuant to this Section 18. 
 [SIGNATURE PAGES FOLLOW] 

  
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 The parties hereto have caused this Agreement to be duly executed and
delivered by their duly authorized officers as of the date first set forth above. 
  

			
	BORROWERS:
	
	XPONENTIAL FITNESS LLC, a Delaware limited liability company
		
	By:	 	 /s/ Anthony Geisler

	Name: Anthony Geisler
	Title: Chief Executive Officer
	
	ST. GREGORY HOLDCO, LLC, a Delaware limited liability company
		
	By:	 	 /s/ James Jagers

	Name: James Jagers
	Title: President
	
	OTHER LOAN PARTIES:
	
	 H&W FRANCHISE HOLDINGS LLC, a

Delaware limited liability company

		
	By:	 	 /s/ Anthony Geisler

	Name: Anthony Geisler
	Title: Co-Secretary


  

			
	H&W FRANCHISE INTERMEDIATE HOLDINGS LLC, a Delaware limited liability company
		
	By:	 	 /s/ Anthony Geisler

	Name: Anthony Geisler
	Title: Co-Secretary



  
 Signature Page to Credit
Agreement 













 
			
	CLUB PILATES FRANCHISE, LLC, a Delaware limited liability company
		
	By:	 	 /s/ Anthony Geisler

	Name:	 	Anthony Geisler
	Title:	 	Chief Executive Officer
	
	PILATES LICENSING, LLC, a Delaware limited liability company
		
	By:	 	Club Pilates Franchise, LLC, a Delaware limited liability company, its sole member
		
	By:	 	 /s/ Anthony Geisler

	Name:	 	Anthony Geisler
	Title:	 	Chief Executive Officer
	
	CYCLEBAR HOLDCO, LLC, a Delaware limited liability company
		
	By:	 	 /s/ James Jagers

	Name:	 	James Jagers
	Title:	 	President
	
	CYCLEBAR FRANCHISING, LLC, an Ohio limited liability company
		
	By:	 	CycleBar Holdco, LLC, a Delaware limited company, its sole member
		
	By:	 	 /s/ James Jagers

	Name:	 	James Jagers
	Title:	 	President



  
 Signature Page to Credit
Agreement 













 
			
	CYCLEBAR WORLDWIDE INC., an Ohio corporation
		
	By:	 	 /s/ James Jagers

	Name:	 	James Jagers
	Title:	 	Vice President
	
	CYCLEBAR INTERNATIONAL INC., an Ohio corporation
		
	By:	 	 /s/ James Jagers

	Name:	 	James Jagers
	Title:	 	President and Chief Executive Officer
	
	CB IP, LLC, an Ohio limited liability company
		
	By:	 	CycleBar Holdco, LLC, a Delaware limited company, its sole member
		
	By:	 	 /s/ James Jagers

	Name:	 	James Jagers
	Title:	 	President
	
	FC JV, LLC, an Ohio limited liability company
		
	By:	 	 /s/ James Jagers

	Name:	 	James Jagers
	Title:	 	Chief Operating Officer
	
	ST. GREGORY DEVELOPMENT GROUP, LLC, an Ohio limited liability company
		
	By:	 	 /s/ James Jagers

	Name:	 	James Jagers
	Title:	 	Chief Operating Officer



  
 Signature Page to Credit
Agreement 













 
			
	FF&E PROCUREMENT COMPANY OF AMERICA, LLC, an Ohio limited liability company
		
	By:	 	 /s/ James Jagers

	Name:	 	James Jagers
	Title:	 	Chief Operating Officer



  
 Signature Page to Credit
Agreement 













 
			
	J3T LOGISTICS, LLC, an Ohio limited liability company
		
	By:	 	 /s/ James Jagers



 
			
	Name: James Jagers
	Title:	 	Chief Operating Officer
	
	REMOP SERVICES, LLC, an Ohio limited liability company


 
			
		
	By:	 	 /s/ James Jagers



 
			
	Name: James Jagers
	Title:   Chief Operating Officer
	
	LB HYDE PARK, LLC, an Ohio limited liability company


 
			
		
	By:	 	 /s/ James Jagers



 
			
	Name: James Jagers
	Title:	 	Chief Operating Officer
	
	COWORKING CINCINNATI, LLC, an Ohio limited liability company


 
			
		
	By:	 	 /s/ James Jagers



 
			
	Name: James Jagers
	Title:	 	Chief Operating Officer
	
	MODULAR OFFICE COMPANY OF AMERICA, LLC, an Ohio limited liability company


 
			
		
	By:	 	 /s/ James Jagers



 
			
	Name: James Jagers
	Title:	 	Chief Operating Officer



  
 Signature Page to Credit
Agreement 













 
			
	ROW HOUSE FRANCHISE, LLC, a Delaware limited liability company


 
			
		
	By:	 	 /s/ Anthony Geisler





			
	Name:	 	Anthony Geisler
	Title:	 	Co-Secretary
	
	ROW HOUSE TUSTIN, LLC, a Delaware limited liability company


 
			
		
	By:	 	 /s/ Anthony Geisler





			
	Name:	 	Anthony Geisler
	Title:	 	Chief Executive Officer
	
	STRETCH LAB FRANCHISE, LLC, a Delaware limited liability company


 
			
		
	By:	 	 /s/ Anthony Geisler





			
	Name:	 	Anthony Geisler
	Title:	 	Chief Executive Officer
	
	AKT FRANCHISE, LLC, a Delaware limited liability company


 
			
		
	By:	 	 /s/ Anthony Geisler





			
	Name:	 	Anthony Geisler
	Title:	 	Chief Executive Officer
	
	AKT STUDIO, LLC, a Delaware limited liability company


 
			
		
	By:	 	 /s/ Anthony Geisler





			
	Name:	 	Anthony Geisler
	Title:	 	Chief Executive Officer



  
 Signature Page to Credit
Agreement 













 
			
	CYCLEBAR CANADA FRANCHISING, ULC, a British Columbia unlimited liability corporation


 
			
		
	By:	 	 /s/ James Jagers



 
			
	Name:	 	James Jagers
	Title:	 	Vice President
	
	LB FRANCHISING, LLC, an Ohio limited liability company


 
			
		
	By:	 	 /s/ James Jagers



 
			
	Name:	 	James Jagers
	Title:	 	Chief Operating Officer
	
	LB PRODUCT, LLC, an Ohio limited liability company


 
			
		
	By:	 	 /s/ James Jagers



 
			
	Name:	 	James Jagers
	Title:	 	Chief Operating Officer
	
	LB IP, LLC, an Ohio limited liability company


 
			
		
	By:	 	 /s/ James Jagers



 
			
	Name:	 	James Jagers
	Title:	 	Chief Operating Officer
	
	YOGA SIX FRANCHISE, LLC, a Delaware limited liability company


 
			
		
	By:	 	 /s/ Anthony Geisler





			
	Name:	 	Anthony Geisler
	Title:	 	Chief Executive Officer



  
 Signature Page to Credit
Agreement 













 
			
	YOGA SIX STUDIO, LLC, a Delaware limited liability company


 
			
		
	By:	 	 /s/ Anthony Geisler





			
	Name:	 	Anthony Geisler
	Title:	 	Chief Executive Officer
	
	EXPERIENCE BRAND DEVELOPMENT, LLC, a Delaware limited liability company


 
			
		
	By:	 	 /s/ James Jagers



 
			
	Name:	 	James Jagers
	Title:	 	Chief Operating Officer
	
	EBD RH, LLC, a Delaware limited liability company


 
			
		
	By:	 	 /s/ James Jagers



 
			
	Name:	 	James Jagers
	Title:	 	Chief Operating Officer
	
	EBD SL, LLC, a Delaware limited liability company


 
			
		
	By:	 	 /s/ James Jagers



 
			
	Name:	 	James Jagers
	Title:	 	Chief Operating Officer
	
	EBD CP, LLC, a Delaware limited liability company


 
			
		
	By:	 	 /s/ James Jagers



 
			
	Name:	 	James Jagers
	Title:	 	Chief Operating Officer



  
 Signature Page to Credit
Agreement 













 
			
	EBD CB, LLC, a Delaware limited liability company


 
			
		
	By:	 	 /s/ James Jagers



 
			
	Name:	 	James Jagers
	Title:	 	Chief Operating Officer
	
	EBD FC, LLC, a Delaware limited liability company


 
			
		
	By:	 	 /s/ James Jagers



 
			
	Name:	 	James Jagers
	Title:	 	Chief Operating Officer
	
	EBD AKT, LLC, a Delaware limited liability company


 
			
		
	By:	 	 /s/ James Jagers



 
			
	Name:	 	James Jagers
	Title:	 	Chief Operating Officer
	
	EBD YS, LLC, a Delaware limited liability company


 
			
		
	By:	 	 /s/ James Jagers



 
			
	Name:	 	James Jagers
	Title:	 	Chief Operating Officer
	
	STG BRAND AMBASSADOR FRANCHISING, LLC, an Ohio limited liability company


 
			
		
	By:	 	 /s/ James Jagers



 
			
	Name:	 	James Jagers
	Title:	 	Chief Operating Officer



  
 Signature Page to Credit
Agreement 













 
			
	BARRE MIDCO, LLC, a Delaware limited liability company
		
	By:	 	 /s/ Anthony Geisler

	Name:	 	Anthony Geisler
	Title:	 	Chief Executive Officer
	
	PB 1001, LLC, a Delaware limited liability company
		
	By:	 	 /s/ Anthony Geisler

	Name:	 	Anthony Geisler
	Title:	 	Chief Executive Officer
	
	 PB 1002, LLC, a Delaware limited liability

company

		
	By:	 	 /s/ Anthony Geisler

	Name:	 	Anthony Geisler
	Title:	 	Chief Executive Officer
	
	PB 1005, LLC, a Delaware limited liability company
		
	By:	 	 /s/ Anthony Geisler

	Name:	 	Anthony Geisler
	Title:	 	Chief Executive Officer
	
	PB 1006, LLC, a Delaware limited liability company
		
	By:	 	 /s/ Anthony Geisler

	Name:	 	Anthony Geisler
	Title:	 	Chief Executive Officer



  
 Signature Page to Credit
Agreement 














			
	PB 1007, LLC, a Delaware limited liability company
		
	By:	 	 /s/ Anthony Geisler

	Name:	 	Anthony Geisler
	Title:	 	Chief Executive Officer
	
	PB 1012, LLC, a Delaware limited liability company
		
	By:	 	 /s/ Anthony Geisler

	Name:	 	Anthony Geisler
	Title:	 	Chief Executive Officer
	
	PB 1016, LLC, a Delaware limited liability company
		
	By:	 	 /s/ Anthony Geisler

	Name:	 	Anthony Geisler
	Title:	 	Chief Executive Officer
	
	PB 1018, LLC, a Delaware limited liability company
		
	By:	 	 /s/ Anthony Geisler

	Name:	 	Anthony Geisler
	Title:	 	Chief Executive Officer
	
	PB 1020, LLC, a Delaware limited liability company
		
	By:	 	 /s/ Anthony Geisler

	Name:	 	Anthony Geisler
	Title:	 	Chief Executive Officer



  
 Signature Page to Credit
Agreement 














			
	PB 1021, LLC, a Delaware limited liability company
		
	By:	 	 /s/ Anthony Geisler

	Name:	 	Anthony Geisler
	Title:	 	Chief Executive Officer
	
	PB 1029, LLC, a Delaware limited liability company
		
	By:	 	 /s/ Anthony Geisler

	Name:	 	Anthony Geisler
	Title:	 	Chief Executive Officer
	
	PB 1035, LLC, a Delaware limited liability company
		
	By:	 	 /s/ Anthony Geisler

	Name:	 	Anthony Geisler
	Title:	 	Chief Executive Officer
	
	PB 1042, LLC, a Delaware limited liability company
		
	By:	 	 /s/ Anthony Geisler

	Name:	 	Anthony Geisler
	Title:	 	Chief Executive Officer
	
	PB FRANCHISING, LLC, a Delaware limited liability company
		
	By:	 	 /s/ Anthony Geisler

	Name:	 	Anthony Geisler
	Title:	 	Chief Executive Officer



  
 Signature Page to Credit
Agreement 














			
	PB OPCO LLC, a Delaware limited liability company
		
	By:	 	 /s/ Anthony Geisler

	Name:	 	Anthony Geisler
	Title:	 	Chief Executive Officer
	
	PBH 1001, LLC, a Delaware limited liability company
		
	By:	 	 /s/ Anthony Geisler

	Name:	 	Anthony Geisler
	Title:	 	Chief Executive Officer
	
	PB PRODUCT, LLC, a Delaware limited liability company
		
	By:	 	 /s/ Anthony Geisler

	Name:	 	Anthony Geisler
	Title:	 	Chief Executive Officer
	
	PURE BARRE, LLC, a Delaware limited liability company
		
	By:	 	 /s/ Anthony Geisler

	Name:	 	Anthony Geisler
	Title:	 	Chief Executive Officer
	
	BARRE HOLDCO, LLC, a Delaware limited liability company
		
	By:	 	 /s/ Anthony Geisler

	Name:	 	Anthony Geisler
	Title:	 	Chief Executive Officer



  
 Signature Page to Credit
Agreement 














			
	ADMINISTRATIVE AGENT:
	
	MONROE CAPITAL MANAGEMENT ADVISORS, LLC
		
	By:	 	 /s/ Kyle Asher

	Name:	 	Kyle Asher
	Title:	 	Authorized Signatory



  
 Signature Page to Credit
Agreement 













 
					
	LENDERS:
	
	MONROE CAPITAL PRIVATE CREDIT FUND II LP
		
		 	By: MONROE CAPITAL PRIVATE CREDIT FUND II LLC, its general partner
		
	By:	 	 /s/ Kyle Asher

	Name: Kyle Asher
	Title:   Authorized Signatory
	
	MONROE CAPITAL PRIVATE CREDIT FUND II FINANCING SPV LLC
		
		 	By: MONROE CAPITAL PRIVATE CREDIT FUND II LP, as Designated Manager
		
		 	By: Monroe CAPITAL PRIVATE CREDIT FUND II LLC, its general partner
		
	By:	 	 /s/ Kyle Asher

	Name: Kyle Asher
	Title:   Authorized Signatory
	
	MONROE CAPITAL PRIVATE CREDIT FUND II (UNLEVERAGED) LP
		
		 	By: MONROE CAPITAL PRIVATE CREDIT FUND II LLC, its general partner
		
	By:	 	 /s/ Kyle Asher

	Name: Kyle Asher
	Title:   Authorized Signatory



  
 Signature Page to Credit
Agreement 














					
	MONROE CAPITAL PRIVATE CREDIT FUND II (UNLEVERAGED OFFSHORE) LP
		
		 	By: MONROE CAPITAL PRIVATE CREDIT FUND II LLC, its general partner
		
	By:	 	 /s/ Kyle Asher

	Name: Kyle Asher
	Title:   Authorized Signatory
	
	MONROE PRIVATE CREDIT FUND A FINANCING SPV LLC
		
		 	By: MONROE PRIVATE CREDIT FUND A LP, as its Designated Manager
		
		 	By: MONROE PRIVATE CREDIT FUND A LLC, its general partner
		
	By:	 	 /s/ Kyle Asher

	Name: Kyle Asher
	Title:   Authorized Signatory
	
	MONROE CAPITAL PRIVATE CREDIT FUND I LP
		
		 	By: MONROE CAPITAL PRIVATE CREDIT FUND I LLC, its general partner
		
	By:	 	 /s/ Kyle Asher

	Name: Kyle Asher
	Title:   Authorized Signatory



  
 Signature Page to Credit
Agreement 














					
	MONROE CAPITAL PRIVATE CREDIT FUND I FINANCING SPV LLC
		
		 	 By: MONROE CAPITAL PRIVATE CREDIT FUND I LP,

as its Designated Manager

		
		 	By: MONROE CAPITAL PRIVATE CREDIT FUND I LLC, its general partner
		
	By:	 	 /s/ Kyle Asher

	Name: Kyle Asher
	Title:   Authorized Signatory
	
	MONROE CAPITAL MML CLO 2017-1, LTD.
		
		 	By: MONROE CAPITAL MANAGEMENT LLC, as Collateral Manager Attorney-in Fact
		
	By:	 	 /s/ Kyle Asher

	Name: Kyle Asher
	Title:   Authorized Signatory
	
	MONROE CAPITAL MML CLO VI, LTD.
		
		 	By: MONROE CAPITAL MANAGEMENT LLC, as Asset Manager and Attorney-in-fact
		
	By:	 	 /s/ Kyle Asher

	Name: Kyle Asher
	Title:   Authorized Signatory



  
 Signature Page to Credit
Agreement 













 ANNEX A 

LENDERS AND PRO RATA SHARES 
  

													
	 Lender

 
	  	 Existing
Term
A Loan
  
	  	 Pro

Rata
 Share

 
	  	 Additional
Term
A Loan
Commitment
  
	  	 Pro

Rata
 Share

 
	  	 Revolving

Loan
  
	  	
Pro
 Rata

Share
  

	
Monroe Capital
 Private Credit
Fund II LP
	  	$1,166,001.93	  	1.67%	  	$19,043,491.05	  	29.15%	  	$3,429,347.27	  	34.29%
	Monroe Capital
Private Credit Fund II Financing SPV LLC	  	$15,823,480.15	  	22.71%	  	$0	  	0%	  	$0	  	0%
	Monroe Capital
Private Credit Fund II (Unleveraged) LP	  	$2,308,803.01	  	3.31%	  	$2,587,933.93	  	3.96%	  	$492,761.29	  	4.93%
	
Monroe Capital
 Private Credit
Fund II (Unleveraged Offshore) LP
	  	$2,606,487.52	  	3.74%	  	$0	  	0%	  	$0	  	0%
	
Monroe Capital
 Private Credit Fund II-O (Unleveraged Offshore) LP
	  	$0	  	0%	  	$0	  	0%	  	$221,339.16	  	2.21%
	Monroe Private
Credit Fund A LP	  	$0	  	0%	  	$21,631,424.98	  	33.11%	  	$4,143,447.72	  	41.43%
	
Monroe Private
Credit Fund A

Financing SPV LLC
	  	$21,904,772.61	  	31.44%	  	$0	  	0%	  	$0	  	0%
	
Monroe Capital
 Private Credit
Fund I LP
	  	$1,896,583.41	  	2.72%	  	$2,069,256.27	  	3.17%	  	1,713,104.56	  	17.13%
	Monroe Capital
Private Credit Fund I Financing SPV LLC	  	$14,034,160.32	  	20.14%	  	$0	  	0%	  	$0	  	0%
	MC Financing SPV I, LLC	  	$0	  	0%	  	$20,000,000	  	30.61%	  	$0	  	0%
	
Monroe Capital
 MML CLO 2017-1, Ltd.
	  	$4,963,802.41	  	7.12%	  	$0	  	0%	  	$0	  	0%
	Monroe Capital
MML CLO VI Ltd.	  	$4,963,802.41	  	7.12%	  	$0	  	0%	  	$0	  	0%














													
	Totals	  	$69,667,893.77	  	100%	  	$65,332,106.23	  	100%	  	$10,000,000	  	100%













 ANNEX B 

ADDRESSES FOR NOTICES 
 BORROWER AND
BORROWER REPRESENTATIVE: 
 H&W Franchise Holdings LLC 

3185 Pullman St., 
 Costa Mesa, CA 92626 

Attention: Megan Moen, EVP of Finance 
 Telephone: (949) 374-0203 
 With mandatory copies to: 

Mark Grabowski 
 17 Palmer Lane 

Riverside, CT 06878 
 Email: grabowskimark@gmail.com 

and 
 Buchalter 

1000 Wilshire Blvd., Suite 1500 
 Los Angeles, CA 90017 

Attention: Jeremy Weitz 
 Telephone: (213) 891-5285 
 Facsimile: (213) 896-0400 

ADMINISTRATIVE AGENT: 
 MONROE CAPITAL MANAGEMENT ADVISORS, LLC,
as Administrative Agent and a Lender 
 c/o Monroe Capital LLC 

311 South Wacker Drive, Suite 6400 
 Chicago, Illinois 60606 

Attention: Alex Franky 
 Telephone: (312) 523-2368 
 Facsimile: (312) 258-8350 

With a mandatory copy to reporting@monroecap.com with respect to deliverables pursuant to Sections 10.1.1, 10.1.2 and 10.1.3. 

With a mandatory copy to: 
 Mayer Brown 

71 SouthWacker Drive 
 Chicago, Illinois 60601













 
Attention: Jaime Gatenio 
 Telephone: 312-701-8523 
 Facsimile:
312-706-8722 












 Schedule 1.1(a) 

Disqualified Lenders 
 1. Cerberus
Capital Management and their affiliates 












 Schedule 9.6 

Litigation and Contingent Liabilities 

None. 












 Schedule 9.8 

Equity Ownership/Subsidiaries 
  

					
	Company	  	Holder of Equity Interests	  	 Number and
Nature of
 Equity Interests

	H&W Franchise Intermediate Holdings LLC	  	H&W Franchise Holdings, LLC	  	100% of the Membership Interests
	Xponential Fitness LLC	  	H&W Franchise Intermediate Holdings LLC	  	100% of the Membership Interests
	St. Gregory Holdco, LLC	  	H&W Franchise Intermediate Holdings LLC	  	100% of the Membership Interests
	Club Pilates Franchise, LLC	  	Xponential Fitness LLC	  	100% of the Membership Interests
	CycleBar Holdco, LLC	  	Xponential Fitness LLC	  	100% of the Membership Interests
	Pilates Licensing, LLC	  	Club Pilates Franchise, LLC	  	100% of the Membership Interests
	CycleBar Franchising, LLC	  	CycleBar Holdco, LLC	  	100% of the Membership Interests
	CB IP, LLC	  	CycleBar Holdco, LLC	  	100% of the Membership Interests
	CycleBar Worldwide Inc.	  	CycleBar Holdco, LLC	  	 665 Shares of Common Stock (which constitutes all
of the Common Stock held outside of the treasury of the
 Company)

	CycleBar International Inc.	  	CycleBar Holdco, LLC	  	 850 Shares of Common Stock (which constitutes all
of the Common Stock held outside of the treasury of the
 Company)

	CycleBar Canada Franchising, ULC	  	CycleBar Worldwide Inc.	  	100% of the Common Stock (153,853 Shares of Common Stock)
	Shred415 Cincinnati, LLC	  	St. Gregory Holdco, LLC	  	66.66% of the Membership Interests (49.9% voting)
	FC JV, LLC	  	St. Gregory Holdco, LLC	  	100% of the Membership Interests
	St. Gregory Development Group, LLC	  	St. Gregory Holdco, LLC	  	100% of the Membership Interests
	Shred415 Franchising, LLC	  	Shred415 Cincinnati, LLC	  	50% of the Membership Interests
	Shred415 Franchising IP, LLC	  	Shred415 Franchising, LLC	  	100% of the Membership Interests
	Fueled Collective Franchising, LLC	  	FC JV, LLC	  	60% of the Membership Interests














					
	 Fueled Collective IP, LLC
	  	 FC JV, LLC
	  	
60% of the Membership Interests

	FF&E Procurement Company of America, LLC	  	 St. Gregory Holdco, LLC
	  	 100% of the Membership
Interests

	
J3T Logistics, LLC
	  	 St. Gregory Holdco, LLC
	  	 100% of the Membership
Interests

	
REMOP Services, LLC
	  	 St. Gregory Holdco, LLC
	  	 100% of the Membership
Interests

	 LB
Hyde Park, LLC
	  	 St. Gregory Holdco, LLC
	  	 100% of the Membership
Interests

	
Coworking Cincinnati, LLC
	  	 St. Gregory Holdco, LLC
	  	 100% of the Membership
Interests

	Modular Office Company of America, LLC	  	 St. Gregory Holdco, LLC
	  	 100% of the Membership
Interests

	 LB
Franchising, LLC
	  	 St. Gregory Holdco, LLC
	  	 100% of the Membership
Interests

	 LB
IP, LLC
	  	 St. Gregory Holdco, LLC
	  	 100% of the Membership
Interests

	 LB
Product, LLC
	  	 St. Gregory Holdco, LLC
	  	 100% of the Membership
Interests

	
AKT Franchise, LLC
	  	 Xponential Fitness LLC
	  	 100% of the Membership
Interests

	
Row House Franchise, LLC
	  	 Xponential Fitness LLC
	  	 100% of the Membership
Interests

	
Stretch Lab Franchise, LLC
	  	 Xponential Fitness LLC
	  	 100% of the Membership
Interests

	
Row House Tustin, LLC
	  	 Row House Franchise, LLC
	  	 100% of the Membership
Interests

	
Yoga Six Franchise, LLC
	  	 Xponential Fitness, LLC
	  	 100% of the Membership
Interests

	Experience Brand Development, LLC	  	 St. Gregory Holdco, LLC
	  	 100% of the Membership
Interests

	
EBD RH, LLC
	  	Experience Brand Development, LLC	  	 100% of the Membership
Interests

	
EBD SL, LLC
	  	Experience Brand Development, LLC	  	 100% of the Membership
Interests

	
EBD CP, LLC
	  	Experience Brand Development, LLC	  	 100% of the Membership
Interests

	
EBD CB, LLC
	  	Experience Brand Development, LLC	  	 100% of the Membership
Interests















					
	 EBD FC, LLC
	  	Experience Brand Development, LLC	  	
100% of the Membership Interests

	
EBD AKT, LLC
	  	Experience Brand Development, LLC	  	 100% of the Membership
Interests

	
EBD YS, LLC
	  	Experience Brand Development, LLC	  	 100% of the Membership
Interests

	 PB
1001, LLC
	  	 PB OPCO, LLC
	  	 100% of the Membership
Interests

	 PB
1002, LLC
	  	 PB OPCO, LLC
	  	 100% of the Membership
Interests

	 PB
1005, LLC
	  	 PB OPCO, LLC
	  	 100% of the Membership
Interests

	 PB
1006, LLC
	  	 PB OPCO, LLC
	  	 100% of the Membership
Interests

	 PB
1007, LLC
	  	 PB OPCO, LLC
	  	 100% of the Membership
Interests

	 PB
1012, LLC
	  	 PB OPCO, LLC
	  	 100% of the Membership
Interests

	 PB
1016, LLC
	  	 PB OPCO, LLC
	  	 100% of the Membership
Interests

	 PB
1018, LLC
	  	 PB OPCO, LLC
	  	 100% of the Membership
Interests

	 PB
1020, LLC
	  	 PB OPCO, LLC
	  	 100% of the Membership
Interests

	 PB
1021, LLC
	  	 PB OPCO, LLC
	  	 100% of the Membership
Interests

	 PB
1029, LLC
	  	 PB OPCO, LLC
	  	 100% of the Membership
Interests

	 PB
1035, LLC
	  	 PB OPCO, LLC
	  	 100% of the Membership
Interests

	 PB
1042, LLC
	  	 PB OPCO, LLC
	  	 100% of the Membership
Interests

	 PB
Franchising, LLC
	  	 Pure Barre, LLC
	  	 100% of the Membership
Interests

	 PB
OPCO, LLC
	  	 Pure Barre, LLC
	  	 100% of the Membership
Interests

	 PB
Product, LLC
	  	 Pure Barre, LLC
	  	 100% of the Membership
Interests















					
	 PBH 1001, LLC
	  	 Pure Barre,
LLC
	  	
100% of the Membership Interests

	
Pure Barre, LLC (f/k/a PB Holdco, LLC)
	  	 Barre Midco, LLC
	  	 100% of the Membership
Interests

	
Barre Midco, LLC
	  	 Barre Holdco, LLC
	  	 100% of the Membership
Interests

	STG Brand Ambassador Franchising, LLC	  	 St. Gregory Holdco, LLC
	  	 100% of the Membership
Interests

	
Yoga Six Studio, LLC
	  	 Yoga Six Franchise, LLC
	  	 100% of the Membership
Interests

	
AKT Studio, LLC
	  	 AKT Franchise, LLC
	  	 100% of the Membership
Interests

	
Barre Holdco, LLC
	  	 Xponential Fitness, LLC
	  	 100% of the Membership
Interests














 Schedule 9.13 

Reportable Transaction 
 None.













 Schedule 9.17 

Real Property 
  

							
	Company	  	Address	  	Owned/Leased	  	Lessor
	St. Gregory Development Group, LLC	  	Rookwood Exchange, Norwood, Ohio,
3825 Edwards Road,
#103, Cincinnati,
Ohio 45209	  	Leased	  	Rookwood Exchange Operating LLC
	LB Hyde Park, LLC	  	 Rookwood Exchange,

Norwood, Ohio,
3825 Edwards Road, Suite 102A, Cincinnati,

Ohio 45209
	  	Leased	  	 Rookwood Exchange

Operating, LLC

	Coworking Cincinnati, LLC	  	 Rookwood Exchange,

Norwood, Ohio,
3825 Edwards Road,
#103, Cincinnati,
Ohio 45209
	  	Leased	  	 Rookwood Exchange

Operating LLC

	Coworking Cincinnati, LLC	  	 Rookwood Exchange, Norwood, Ohio, 3825 Edwards Road, 2nd Floor, Cincinnati,
 Ohio 45209
	  	Leased	  	Rookwood Exchange Operating LLC
	Club Pilates Franchise, LLC	  	 3001 Red Hill

Avenue, Building 1,
Suite 103, Costa Mesa CA, 92626
	  	Leased	  	Orange County Department of Education Facilities Corporation
	Xponential Fitness LLC	  	17877 Von Karman Avenue, Irvine, CA 92614	  	Leased	  	Quintana Office Property, LLC
	Row House Tustin, LLC	  	15020 Kensington Park Drive Suite J100, Tustin, CA 92870	  	Leased	  	2C Tustin Legacy, LLC
	Stretch Lab Franchise, LLC	  	30271 Golden Lantern, Suite C, Laguna Niguel, CA 92677	  	Leased	  	Shea Properties (Laguna Heights Marketplace, LLC)
	Club Pilates Franchise LLC	  	2270 Northwest
Parkway #120, Marietta, GA	  	Leased	  	Avistone Northwest, LLC














							
	Club Pilates Franchise LLC	  	 3186 Pullman St.,

Costa Mesa, CA 92626 (5275 sf warehouse)
	  	Leased	  	Watermark OC Church
	Club Pilates Franchise LLC	  	 3186 Pullman St.,

Costa Mesa, CA 92626 (3653 sf warehouse expansion)
	  	Leased	  	Watermark OC Church
	Club Pilates Franchise LLC	  	17877 Von Karman Avenue, Irvine, CA 92614	  	Leased	  	Quintana Office Property, LLC
	PB 1001, LLC	  	 522 E Woolbright

Road #220,
 Boynton Beach,

FL 33435
	  	Leased	  	E&A Sunshine, LLC
	PBH 1001, LLC	  	 1512 Larimer Street, Suite 20R,

Denver, CO 80202
	  	Leased	  	 Writer Square Investors,

LLC

	PB 1002, LLC	  	2408 North Federal Highway,
Ft Lauderdale, FL 33305	  	Leased	  	Union Planters (E&A), LLC
	PB 1005, LLC	  	 14932 S. Lagrange Road,

Orland Park, IL 60462
	  	Leased	  	Park Pointe Plaza Associates Joint Venture
	PB 1006, LLC	  	107 Turnpike Street, North Andover, MA 01845	  	Leased	  	 Eaglewood Properties,

LLC

	PB 1007, LLC	  	8025 Jericho Turnpike, Woodbury, NY 11797	  	Leased	  	8025 Realty Corp
	PB 1012, LLC	  	345 Main Street, Huntington, NY 11743	  	Leased	  	345 Main Street Associates LLC














							
	PB 1016, LLC	  	884 Eastlake Parkway, Suite No. 1624, Chula Vista,
CA 91914	  	Leased	  	VWE Owner, LLC
	PB 1018, LLC	  	319 Franklin Avenue, Suite 109, Wyckoff, NJ 07481	  	Leased	  	Munico Associates
	PB 1020, LLC	  	 530 Market Street,

Lynnfield, MA 01940
	  	Leased	  	Market Street South LLC
	PB 1021, LLC	  	3575 Long Beach Road, Oceanside, NY 11572	  	Leased	  	G&L Building Corp.
	PB 1029, LLC	  	 9834 Glades Road,

Suite C-12, Boca Raton, FL 33434
	  	Leased	  	 RREEF AMERICA

REIT II CORP. J

	PB 1035, LLC	  	2 Cedar Street, Bronxville, NY 10708	  	Leased	  	Mosbacher Properties Group LLC
	PB 1042, LLC	  	232 Route 25A, East Setauket, NY 11733	  	Leased	  	Dinoffer & Tobias, LLC
	PB Holdco, LLC	  	154 Magnolia St., Spartanburg, SC 29306	  	Leased	  	Spring and Magnolia, LLC
	PB Holdco, LLC	  	100 Dunbar Street, Suite 301, Spartanburg, SC 29306	  	Leased	  	Opportunity Block, LLC













 Schedule 9.19 

Intellectual Property 
 None. 












 Schedule 9.21 

Labor Matters 
 None. 












 Schedule 9.27 

Franchise Matters 
 (a)

  

	 	1.	 Area Representative Rights have been granted to the following Area Representatives for LBF:



 Robert Palazzi and Diane Palazzi 

Business Entity: Bob Palazzi, LLC 

Agreement: LBF AR Agreement_LBF_Bob Palazzi, LLC_Eff. 6/26/17 

As modified by a Memorandum of Understanding dated 6/26/17 

Territory: New Jersey counties – Bergen, Essex, Passaic, Morris, Union, Middlesex, Somerset 

Address: 59 May Dr., Chatham, NJ 07928 

Phone: (973) 408-9019 

Carl Kirkham Peacock and Pamela J. Tanase 

Business Entity: N/A 
 Agreement:
LBF AR Agreement_LBF_C.Peacock&P.Tanase_Eff. 4/20/17 
 As modified by a Memorandum of Understanding dated 4/20/17 

Territory: Los Angeles, CA 

Address: 220 Salido del Sol, Santa Barbara, CA 93109 

Phone: Unknown 
  

	 	2.	 Area Development Rights have been granted to the following Area Developers for S415: 



Jane K. Fletcher 
 Business Entity: N/A

 Agreement: S415 Development Agreement_S415_J.Fletcher_Eff. 09/08/17 

Territory: Denver, CO 
 Address:
1169 South York Street, Denver, CO 80210 
 Phone: (303) 284-6739 

David Jones and Kathleen Jones 
 Business
Entity: N/A 
 Agreement: S415 Development Agreement_S415_D.Jones & K.Jones_Eff. 9/25/17 

Territory: Louisville, KY 

Address: 516 Saddle Ridge Dr. Knoxville, TN 37934 

Phone: (865) 567-1163 

Megan E. Lawler and Timothy G. Lawler 

Business Entity: N/A 
 Agreement:
S415 Development Agreement_S415_M.Lawler & T.Lawler_Eff. 09/11/17 
 Territory: Denver, CO 

Address: 3341 Vrain Street, Denver, CO 80212 












 
Phone: (708) 334-7108 
 Craig A. Brummell and Marta R.
Brummell 
 Business Entity: N/A 

Agreement: S415 Development Agreement_S415_C.Brummell & M.Brummell_Eff. 09/12/2017 

Territory: Denver, CO 
 Address:
2709 Twixwood Lane, South Bend, IN 46617 
 Phone: (574) 286-9026 

Corey Goldberg, Sara Goldberg, and Domenic V. Poeta 

Business Entity: N/A 
 Agreement:
S415 Development Agreement_S415_C.Goldberg, S.Goldberg, & D.Poeta_Eff. 09-12-2017 
 Territory:
Milwaukee, WI 
 Address: 1350 Bayberry Lane, Deerfield, IL 60015 

Phone: (847) 912-1289 

Katie Blickhan, Scott Blickhan, Chad Hemminger & Sara Wortman 

Business Entity: N/A 
 Agreement: S415 Development
Agreement_S415_K.Blickhan & S.Blickhan & C.Hemminger & S.Wortman_Eff. 09/29/2017 
 Territory: Columbus, OH 

Address: 7749 Mellacent Dr. Columbus, OH 43235 

Phone: (614) 769-1728 

Jeff Hall 
 Business Entity: N/A 

Agreement: S415 Development Agreement_S415_J.Hall_Eff. 10/28/2017 

Territory: Memphis, TN 
 Address:
717 Riverside Drive, Unit 1509, Memphis, TN 38103 
 Phone: (901) 335-1292 

Giovanni De Choudens & Lilliam Cordero 

Business Entity: N/A 
 Agreement:
S415 Development Agreement_S415_G.DeChoudens & L.Cordero_Eff. 12/27/2017 
 Territory: San Francisco, CA 

Address: 762 Liquidamber Pl. Danville, CA 94506 

Phone: (479) 366-2261 

Salil Bhatnagar 
 Business Entity: N/A

 Agreement: S415 Development Agreemen_S415_S.Bhatnagar_Eff. 02/22/2018 

Territory: Northern Virginia 

Address: 22354 N. Greenmeadow Drive, Kildeer, IL 60047 

Phone: (312) 420-0105 












 Pure Barre 
  

																															
	 Schedule 9.27(a)

Dated: June 10, 2015
	 		 		 		 		 		 		 		 		 		 		 		 		 	
	  	 	Location	 	Street	 	City	 	State	 	Franchisee Entity Name	 	Franchisee entity address	 	Franchisee Phone(s)	 	Royalty Rate on
Services Sales	 	Royalty Rate on
Product Sales	 	Ad Fee Rate	 	Minimum
Monthly
Royalty	 	Minimum Cumulative Royalties	 	Franchise
Agreement
(“FA”) Sign
Date	 	Renewal Date (if not
5 Years after FA
Sign Date)	 	Signed Amendment
	1	 	Lexington, KY	 	867 East High Street, Suite 150	 	Lexington	 	Kentucky	 	Pure A&E LLC	 	867 E. HIGH ST., STE. 150, LEXINGTON, KY 40502	 	Amanda Arnold (859) 335-2391	 	6.0%	 	6.0%	 	0.0%	 	$750	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	12/24/2011	 	 	 	 
	2	 	Ann Arbor, MI	 	3139 Oak Valley Drive	 	Ann Arbor	 	Michigan	 	Tumnus LLC	 	12769 Dennison Road, Milan, MI 48160	 	Victoria L Gordon (734) 731-7178	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	6/5/2014	 	 	 	 
	3	 	Los Angeles, CA - Brentwood	 	11819 Wilshire Boulevard, Suite 213	 	Los Angeles	 	California	 	Marni Chaikin and Kayla Allen	 	NA	 	Marni Chaikin (310) 463-7873	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	12/23/2013	 	 	 	 
	4	 	Newport Beach, CA	 	234 E. 17th Street, Suite 116	 	Costa Mesa	 	California	 	Monica Pommier	 	NA	 	Monica Pommier (858) 663-0554	 	8.0%	 	8.0%	 	0.0%	 	$1,000	 	NA	 	1/24/2009	 	Autorenewed	 	 
	5	 	Nashville, TN - Green Hills	 	2207 Crestmoor Road, Suite 203	 	Nashville	 	Tennessee	 	Deck-Cort, LLC	 	330 Franklin Rd. Suite 137A, Brentwood, TN 37027	 	Kady Decker (615) 504-6520	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	12/22/2014	 	 	 	 
	6	 	Saginaw, MI	 	30 N Center Road	 	Saginaw	 	Michigan	 	PB Saginaw, LLC	 	30 N. Center Road, Saginaw, MI 48638	 	Ann Marie Goidosik (989) 793-2673	 	0.0%	 	0.0%	 	0.0%	 	$750	 	NA	 	6/9/2014	 	9/30/2018	 	 
	7	 	 Denver, CO -

Cherry Creek
	 	201 University Boulevard, Suite 107	 	Denver	 	Colorado	 	LJGirardot, Inc.	 	2621 South Grant Street, Denver, CO 80210	 	Lindsey Girardot Teets (720) 276-1493	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	8/21/2014	 	 	 	 ✓

	8	 	Birmingham, AL - Homewood	 	2826 18th Street South	 	Birmingham	 	Alabama	 	dlain, LLC	 	1827 Ridge Ave, Apt. #6, Montgomery, AL 36106	 	Danielle Davis (859) 621-1253	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	9/12/2014	 	 	 	 ✓

	9	 	Los Gatos, CA	 	50 University Avenue, Suite B-101	 	Los Gatos	 	California	 	Emily’s Health & Fitness Ltd. Liability Co.	 	17830 Bruce Ave. Los Gatos, CA 95030	 	Emily Pearl (408) 458-6811	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	9/25/2014	 	 	 	 
	10	 	Irvine, CA	 	6791 Quail Hill Parkway	 	Irvine	 	California	 	Mr Pommier, Inc.	 	234 E. 17th Street, Suite 116, Costa Mesa, CA 92627	 	Monica Pommier Grubin (858) 663-0554	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	9/15/2014	 	 	 	 ✓

	11	 	Brentwood, TN	 	330 Franklin Road, Suite 137A	 	Brentwood	 	Tennessee	 	Yoakum Holdings, LLC	 	330 Franklin Rd. Suite 137A, Brentwood, TN 37027	 	Crystal Hinz (858) 245-9604	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	2/3/2015	 	 	 	 
	12	 	Charlotte, NC - Myers Park	 	603 Providence Road	 	Charlotte	 	North Carolina	 	Pure Barre Ballantyne, LLC	 	7516 Hwy 70 So., Suite 150, Nashville, TN 37221	 	G.H. Christianson, II & Ellen Christianson (615) 300-8787	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	3/17/2015	 	 	 	 ✓

	13	 	Boca Raton, FL	 	350 Esplanade Royal Palm Place, Suite 56	 	Boca Raton	 	Florida	 	East Boca PB, LLC	 	350 Esplanade #56, Boca Raton FL, 33432	 	Amy Blair Booth (954) 895-9829	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	1/29/2015	 	 	 	 ✓

	14	 	Mission Viejo, CA	 	28321 Marguerite Parkway, Suite 201	 	Mission Viejo	 	California	 	Monica Pommier	 	NA	 	Monica Pommier (858) 663-0554	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	4/10/2010	 	 	 	 
	15	 	Seattle, WA - University	 	5001 25th Avenue NE, Suite 102	 	Seattle	 	Washington	 	Sami Dinsmore Sweeney	 	NA	 	Sami Dinsmore Sweeney (206) 595-2092	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	4/24/2010	 	 	 	 ✓

	16	 	Dallas, TX - University Park	 	5919 Greenville Avenue	 	Dallas	 	Texas	 	Pure Barre Partners, LLC	 	3437 Ashbury St., Dallas TX, 75205	 	Garrett Mills (918) 671-5787	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	3/30/2010	 	6/30/2015	 	 ✓

	17	 	Philadelphia, PA - Center City	 	503 W. Lancaster Avenue	 	Wayne	 	Pennsylvania	 	elleon, LLC	 	1701 Walnut Street, Philadelphia, PA 19103	 	Noelle Zane (267) 234-7825	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	1/16/2015	 	 	 	 ✓

	18	 	Santa Rosa Beach, FL - 30a	 	174 Watercolor Way, Suite 101	 	Santa Rosa Beach	 	Florida	 	AS Fit, LLC	 	174 Watercolor Way, Suite 101, Santa Rosa Beach, FL 32459	 	Ashley Singleton (850) 231-0147	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	4/29/2015	 	 	 	 
	19	 	Scottsdale, AZ	 	10050 North Scottsdale Road, Suite 107	 	Scottsdale	 	Arizona	 	Weyand Enterprises, LLC	 	10050 N. Scottsdale Road, Suite 107, Scottsdale, AZ 85253	 	Marirose Anne Weyand (989) 529-8170	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	2/25/2015	 	 	 	 ✓

	20	 	Chattanooga, TN - East Brainerd	 	1414 Jenkins Road, Suite 122	 	Chattanooga	 	Tennessee	 	Amanda Harkins Holmes	 	1414 Jenkins Rd., Chattanooga TN, 37421	 	Amanda Harkins Holmes (423) 468-4960	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	6/27/2010	 	 	 	 
	21	 	Austin, TX - Westlake	 	3267 Bee Caves Road	 	Austin	 	Texas	 	Anani Star, LLC	 	6661 Valley Park Dr., Nashville TN, 37221	 	Rashanna Moss-Laury (512) 574-8644	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	3/12/2010	 	 	 	 ✓

	22	 	Atlanta, GA - Buckhead	 	3145 Peachtree Road NE	 	Atlanta	 	Georgia	 	Mo Deck LLC	 	301 Maybelle Lane, Nashville, TN 97205	 	Kady Decker (615) 504-6520	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	3/10/2015	 	 	 	 ✓

	23	 	Denver, CO - Greenwood Village	 	5375 Landmark Place, Suite 109	 	Greenwood Village	 	Colorado	 	B Studios, LLC	 	5375 Landmark Place #109 Greenwood Village, CO 80111	 	Briget Russomanno (303) 953-9367	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	3/16/2015	 	 	 	 ✓

	24	 	Germantown, TN	 	7820 Poplar Avenue, Suite 12	 	Germantown	 	Tennessee	 	Laurenzi & Morgan, LLC	 	800 Dent Rd, Eads, TN 38028	 	Kimberly Morgan (901) 484-0705	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	6/5/2010	 	 	 	 
	25	 	Las Vegas, NV	 	3330 S. Hualapai Way #140	 	Las Vegas	 	Nevada	 	L.E.X. Barre, LLC	 	2635 Cottonwillow St, Las Vegas, NV 89135	 	Lauren O’Nan (702) 525-3454	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	4/29/2015	 	 	 	 ✓

	26	 	Chapel Hill, NC	 	608 Meadowmont Village Circle	 	Chapel Hill	 	North Carolina	 	PB Apex, LLC	 	15 Pilling Place, Durham, NC 27707	 	Lynn Toms (919) 419-1361	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	6/24/2010	 	 	 	 ✓

	27	 	Denver, CO - Highlands	 	3420 West 32nd Ave	 	Denver	 	Colorado	 	LJGirardot Highlands, LLC	 	3420 West 32nd Avenue, Denver, CO 80211	 	Lindsey Girardot Teets (720) 276-1493	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	3/3/2015	 	 	 	 ✓

	28	 	Raleigh, NC	 	4209-134 Lassiter Mill Road	 	Raleigh	 	North Carolina	 	PB Apex LLC	 	507 Guilford Circle, Raleigh, NC 27608	 	Ami Desai Seier & Denise Alala (919) 896-7464	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	4/20/2015	 	 	 	 ✓

	29	 	Atlanta, GA - Dunwoody	 	5539 Chamblee Dunwoody Road	 	Dunwoody	 	Georgia	 	Mo Deck LLC	 	150 Saddleview Run, Atlanta GA, 30350	 	Deb Perlstein (404) 931-9643	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	1/31/2014	 	 	 	 ✓

	30	 	Bellevue, WA	 	909 112th Avenue NE, Suite 107	 	Bellevue	 	Washington	 	IMAS Holdings	 	349 NE 54th st, Seattle, WA 98105	 	Sami Dinsmore Sweeney (206) 595-2092	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	9/16/2010	 	 	 	 ✓

	31	 	Huntington Beach, CA	 	7101 Yorktown Avenue, Suite 101	 	Huntington Beach	 	California	 	Mr Pommier, Inc.	 	234 E. 17th Street, Suite 116, Costa Mesa, CA 92627	 	Monica Pommier Grubin (858) 663-0554	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	9/15/2014	 	 	 	 ✓

	32	 	Boulder, CO	 	1750 29th Street, Suite 2026	 	Boulder	 	Colorado	 	Suzanne Suzanne LLC	 	1750 29th Street # 2026, Boulder, CO 80301	 	Michelle Metz & Shalisa Pouw (303) 443-3054	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	5/29/2015	 	 	 	 
	33	 	Vail, CO	 	216 Main Street, Suite C-103	 	Edwards	 	Colorado	 	JAAG LLC	 	216 Main Street, Unit C-103, Edwards, CO 81632	 	Rebecca Pellican (720) 810-5488	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	6/5/2014	 	 	 	 
	34	 	Louisville, KY - Westport Village	 	1321 Herr Lane, Suite 180	 	Louisville	 	Kentucky	 	2 Chicks & A Nickel, LLC	 	517 Culpepper Rd, Lexington, KY 40502	 	Karen Handel (859) 559-1106	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	9/28/2010	 	 	 	 ✓

	35	 	Charlotte, NC - Ballantyne	 	8430 Rea Road, Suite 120	 	Charlotte	 	North Carolina	 	PB Ballentyne LLC	 	5250 Virginia Way, Suite 100, Brentwood, TN 37027	 	Bratschi Johnson (615) 429-0886	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	8/18/2010	 	 	 	 
	36	 	New Orleans, LA	 	3923 Magazine Street	 	New Orleans	 	Louisiana	 	Studio J, L.L.C.	 	3923 Magazine st, New Orelans, LA 70115	 	Jennifer L Thomas (985) 707-5686	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	10/14/2010	 	 	 	 ✓

	37	 	Auburn, AL	 	2415 Moores Mill Road, Suite 240	 	Auburn	 	Alabama	 	Barre Investments, LLC	 	2415 Moores Mill Road, Suite 240, Auburn, AL 36830	 	Ashley Caldwell (334) 887-0007	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	4/14/2015	 	 	 	 
	38	 	Columbus, OH - Grandview Heights	 	960 West 5th Avenue	 	Columbus	 	Ohio	 	Pure Barre Columbus, LLC	 	960 W. Fifth Ave, Columbus OH, 43212	 	Emily C. Johnson (989) 450-1189	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	10/25/2010	 	 	 	 
	39	 	Denver, CO - Lone Tree	 	9360 Station Street, Suite 150	 	Lone Tree	 	Colorado	 	Lindsey Girardot	 	3420 W. 32ND Ave, Denver, CO 80211	 	Lindsey Girardot (720) 276-1493	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	3/10/2010	 	 	 	 ✓

	40	 	Ridgeland, MS	 	201 Northlake Avenue, Suite 107	 	Ridgeland	 	Mississippi	 	SMK Dining LLC	 	1922 West End Avenue, Nashville, TN, 37203	 	Heidi Hogrefe (615) 500-9574	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	10/18/2010	 	 	 	 
	41	 	Huntsville, AL	 	4769 Whitesburg Drive S, Suite 201	 	Huntsville	 	Alabama	 	Pure Hunt, LLC	 	4769 Whitesburg Drive, Suite 201, Huntsville, AL 35802	 	Meredith Davis (330) 607-7270	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	12/13/2010	 	 	 	 
	42	 	Birmingham, AL - 280	 	5426 Highway 280 East, Suite 6	 	Hoover	 	Alabama	 	dlain280, LLC	 	2415 Agnew St, Montgomery, AL 36106	 	Deanna Pizitz 205-994-1343	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	12/2/2010	 	 	 	 
	43	 	San Diego, CA - Hillcrest	 	3650 5th Avenue, Suite 102	 	San Diego	 	California	 	Pure Barre Hillcrest, LLC	 	3650 Fifth Avenue, Suite 102, San Diego, CA 92103	 	Christina Douglas (760) 887-9945	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	3/27/2014	 	 	 	 
	44	 	Newton, MA	 	1300 Centre Street	 	Newton	 	Massachusetts	 	Rachel Roberts LLC	 	1300 Centre Street, Newtown MA, 02459	 	Rachel Roberts (508) 733-4777	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	12/9/2010	 	 	 	 
	45	 	Broomfield, CO	 	11961 Bradburn Boulevard, Suite 500	 	Westminster	 	Colorado	 	Carrie Ray	 	3230 Balsam St., Wheat Ridge, CO 80033	 	Carrie Ray (720) 480-7396	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	5/13/2010	 	 	 	 
	46	 	Phoenix, AZ	 	4219 E. Indian School Road, Suite 101	 	Phoenix	 	Arizona	 	Weyand Enterprises, LLC	 	9590 E Ironwood Square Drive, STE 105, Scottsdale, AZ 85258	 	Marirose A Weyand (989) 529-8170	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	1/26/2011	 	 	 	 ✓

	47	 	Redondo Beach, CA	 	403 North Pacific Coast Highway, Suite 200	 	Renondo Beach	 	California	 	Beach Wilson Partners, LLC	 	409 N. Pacific Coast Highway, #576, Redondo Beach, CA 90277	 	Keri Wilson (310) 415-3662	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	8/6/2013	 	2/7/2016	 	 
	48	 	Jackson, MS	 	4500 I-55 North, Suite 235-A	 	Jackson	 	Mississippi	 	SMK Dining LLC	 	1922 West End Avenue, Nashville, TN, 37203	 	Heidi Hogrefe (615) 500-9574	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	1/31/2011	 	 	 	 
	49	 	Austin, TX - Arboretum	 	10710 Research Boulevard, Suite 316	 	Austin	 	Texas	 	Anani Star, LLC	 	2215 Abbot Martin Rd, Apt 111, Nashville, TN 37215	 	Rashanna Moss-Laury (512) 574-8644	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	2/13/2011	 	 	 	 
	50	 	Westfield, NJ	 	708 North Avenue	 	Westfield	 	New Jersey	 	Pure Venture, LLC	 	524 Cary Place, Westfield, NJ 07090	 	Elizabeth M Flynn (732) 995-4083	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	11/15/2010	 	 	 	 
	51	 	Sarasota, FL	 	3800 S. Tamiami Trail, Suite 16	 	Sarasota	 	Florida	 	PB SRQ, LLC	 	3800 S. Tamiami Trail, Unit #16, Sarasota, FL 34239	 	Jodi H Bearman (205) 936-9377	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	5/1/2014	 	 	 	 ✓

	52	 	Mandeville, LA	 	1814 North Causeway Boulevard, Suite 8	 	Mandeville	 	Louisiana	 	Studio 116, LLC	 	1814 North Causeway Boulevard, Suite 8, Mandeville, LA 79448	 	Hope Clay (601) 201-8153	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	4/18/2014	 	 	 	 
	53	 	Anaheim Hills, CA	 	5655 E La Palma Avenue, Suite 145	 	Anaheim Hills	 	California	 	Michele Fitness, Inc	 	7700 E Misty Glen CT, Anaheim, CA 92808	 	Michele McCutcheon (949) 735-9980	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	3/29/2011	 	 	 	 
	54	 	Hollywood, CA	 	7519 Sunset Boulevard	 	Los Angeles	 	California	 	PB Hollywood, LLC	 	7519 W. Sunset Blvd, Los Angeles, CA 90046	 	Vanessa Henderson (760) 822-2001	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	3/5/2014	 	 	 	 ✓

	55	 	Okemos, MI	 	3544 Meridian Crossings Drive, Suite 160	 	Okemos	 	Michigan	 	Glowen, LLC	 	915 N. Michigan Ave, Howell, MI 48843	 	Dana Owen (269) 275-9875	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	7/8/2014	 	 	 	 
	56	 	Ft. Wright, KY	 	3420 Valley Plaza Parkway	 	Ft. Wright	 	Kentucky	 	Greater Cincinnati Pure Barre, LLC	 	321 Albany Road, Lexington, KY 40502	 	Kelly Dicken (859) 983-4969	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	5/17/2011	 	 	 	 
	57	 	Cincinnati, OH	 	3083 Madison Road	 	Cincinnati	 	Ohio	 	The Ranini Group	 	NA	 	Lea Warner (859) 221 8487	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	6/15/2011	 	 	 	 
	58	 	Mobile, AL	 	9 Du Rhu Drive, Suite 368	 	Mobile	 	Alabama	 	Pure Bay, LLC	 	2415 Agnew St, Montgomery, AL 36106	 	Ashlye Hix (251) 786-3639	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	4/25/2011	 	 	 	 
	59	 	Beverly Hills, CA	 	231 S. La Cienega Boulevard	 	Beverly Hills	 	California	 	KW Health	 	1155 S. Brand Ave, #2204, Los Angeles, CA	 	Kelsey J. Rood (310) 469-3787	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	3/22/2011	 	 	 	 
	60	 	Charleston, SC - Mt. Pleasant	 	919 Houston Northcutt Blvd	 	Mt. Pleasant	 	South Carolina	 	Pure Barre Charleston LLC	 	2 Office Park Court, Columbia, SC 29223	 	Jenn Vannatta (843) 725-8546	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	4/26/2011	 	 	 	 
	61	 	Philadelphia, PA - Main Line	 	1701 Walnut Street, 4th Floor	 	Philadelphia	 	Pennsylvania	 	elleon, LLC	 	1703 Addison Street, Philadelphia, PA 19146	 	Noelle Zane (267) 234-7825	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	4/19/2011	 	 	 	 ✓

	62	 	Memphis, TN	 	4700 Spottswood Avenue	 	Memphis	 	Tennessee	 	Pure Barre Germanto	 	NA	 	Kim Morgan (901) 484-0705	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	4/12/2011	 	 	 	 
	63	 	Mason, OH	 	5939 Deerfield Boulevard, Suite 103	 	Mason	 	Ohio	 	Greater Cincinnati Fitness, LLC	 	5939 Deerfield Blvd, Mason, OH 45040	 	Kelly Dicken Newman (513) 204-1978	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	2/11/2015	 	 	 	 
	64	 	New York, NY (Upper West Side (Columb	 	1841 Broadway, Suite 330	 	New York	 	New York	 	Pure Barre Manhattan, LLC	 	1010 Northern Boulevard, Suite 322, Great Neck, NY 11021	 	Kaitlin Vandura (704) 651-9381	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	3/22/2011	 	 	 	 ✓

	65	 	Aspen, CO	 	620 East Hyman Street	 	Aspen	 	Colorado	 	Jordan Bullock	 	NA	 	Jordan Bullock (720) 331-8878	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	6/28/2011	 	 	 	 
	66	 	Grand Rapids, MI	 	2107 E Beltline Avenue NE	 	Grand Rapids	 	Michigan	 	Studio Elza-Kemp LLC	 	2107 E. Bettline Ave NE, Suite C, Grand Rapids, MI 49525	 	Kiersten Kemp (989) 488-8883	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	8/29/2011	 	 	 	 
	67	 	Southlake, TX*	 	480 W. Southlake Boulevard, Suite 131	 	Southlake	 	Texas	 	PL Blondie LLC	 	5900 Lovell Ave, Suite A, Fort Worth, TX 76107	 	Lindsey White (214) 718-9424	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	7/11/2011	 	 	 	 
	68	 	Palo Alto, CA	 	299 California Ave, Palo Alto, CA 94306	 	Palo Alto	 	California	 	Emily’s Health & Fitness LLC	 	46 W Santa Clara St., San Jose, CA 95113	 	Emily Najour [Pearl] (408) 458-6811	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	12/28/2011	 	 	 	 
	69	 	Indianapolis, IN - Carmel*	 	726 Adams Street, Suite 130	 	Carmel	 	Indiana	 	Rebecca J. Retrum	 	NA	 	Rebecca J. Retrum (317) 331-5128	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	10/8/2011	 	 	 	 
	70	 	Minneapolis, MN - St. Louis Park*	 	5620A W. 36th Street	 	Minneapolis	 	Minnesota	 	RK Healthy and Wellness LLC	 	4929 5th Ave S, Minneapolis, MN 55419	 	Kelsey Rood (310) 469-3787	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	7/18/2011	 	 	 	 
	71	 	Pasadena, CA*	 	107 South Fair Oaks Avenue, Suite 109	 	Pasadena	 	California	 	Harden & Goedhart, LLC	 	1200 Highland Dr, Newport Beach, CA 92660	 	Alexis Hovden (714) 642-1009	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	9/12/2011	 	 	 	 
	72	 	Bozeman, MT	 	34 East Mendenhall Street, Suite R-6	 	Bozeman	 	Montana	 	Unsinkable LLC	 	300 N. Wilson Ave, Suite 3004, Bozeman, MT 59715	 	R Brooke Amini (406) 581-9591	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	7/23/2014	 	 	 	 
	73	 	Bradenton, FL - Lakewood Ranch	 	5275 University Parkway, Suite 131	 	Bradenton	 	Florida	 	Pure Barre Lakewood Ranch LLC	 	5275 University Parkway, Suite 131, Bradenton, FL 34201	 	Meg Wittmer (941) 320-4005	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	12/31/2014	 	 	 	 
	74	 	Houston, TX - Voss Road	 	1379 South Voss Road, Suite B	 	Houston	 	Texas	 	Anani Houston, LLC	 	2215 Abbot Martin Rd, Apt 111, Nashville, TN 37215	 	Kathryn Holleman (832) 788-8246	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	2/1/2012	 	 	 	 
	75	 	Columbus, OH - Dublin	 	3650 W. Dublin-Granville Road	 	Columbus	 	Ohio	 	Pure Barre Columbus	 	960 W. Fifth Ave, Columbus OH, 43212	 	Emily C. Johnson (989) 450-1189	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	11/11/2011	 	 	 	 
	76	 	Charlottesville, VA	 	2200 Old Ivy Road	 	Charlottesville	 	Virginia	 	Pure Barre Charlottesville, LLC	 	603 Providence RD, Charlotte, NC 28207	 	G.H. Christianson, II (980) 329-4640	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	1/24/2012	 	 	 	 
	77	 	Draper, UT*	 	280 East 12300 South, Suite 104	 	Draper	 	Utah	 	Stephanie Blodgett	 	NA	 	Stephanie Blodgett (801) 243-9677	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	12/19/2011	 	 	 	 
	78	 	Jacksonville Beach, FL	 	1056 3rd Street North	 	Jacksonville Beach	 	Florida	 	The Wallace Group, LLC	 	214 North Tryon Street, Charlotte, NC, 28202	 	Lacey Wallace (904) 412-8806	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	3/13/2012	 	 	 	 
	79	 	Baton Rouge, LA*	 	3033 Perkins Road, Suite B	 	Baton Rouge	 	Louisiana	 	Pure Passion BR-1 LLC	 	3033 Perkins Road, Suite B, Baton Rouge, LA 70808	 	Amy M Parkman (205) 790-1060	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	11/16/2011	 	 	 	 
	80	 	Greenville, SC - Augusta Road	 	1922 Augusta Street, Suite 113	 	Greenville	 	South Carolina	 	Barre 3, LLC	 	111 Williams Street, Greenville, SC 29601	 	Lauren Wilson (704) 975-9540	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	3/16/2012	 	 	 	 
	81	 	Louisville, KY - Summit*	 	4284 Summit Plaza Drive	 	Louisville	 	Kentucky	 	Barre Kentucky LLC	 	3800-A Springhurst Blvd., Louisville, KY 40241	 	Annie S Locke (270) 313-5636	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	3/9/2012	 	 	 	 
	82	 	Tuscaloosa, AL	 	1520 McFarland Boulevard North	 	Tuscaloosa	 	Alabama	 	PBT-TOWN, LLC	 	3344 Sandhurst Road, Birmingham, AL 35223	 	Jodi Bearman (205) 936-9377	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	5/7/2012	 	 	 	 
	83	 	Atlanta, GA - Johns Creek	 	9810 Medlock Bridge Road, Suite 500	 	Duluth	 	Georgia	 	Mo Deck LLC	 	896 Beaverbrook Dr. Atlanta, GA 30318	 	Philip Russ (Burton Franchising, LLC) (404) 822-0675	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	7/25/2014	 	 	 	 ✓

	84	 	Miami, FL - Coral Gables	 	205 Altara Avenue	 	Miami	 	Florida	 	PB Miami LLC	 	7 Trinity Drive, Lumboroton, NC 28358	 	Ami Seier (303) 918-3889	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	8/10/2011	 	 	 	 ✓

	85	 	Chattanooga, TN - North Shore	 	214 Manufacturers Boulevard	 	Chattanooga	 	Tennessee	 	Amanda Holmes	 	NA	 	Amanda J Holmes (423) 468-4960	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	6/13/2012	 	 	 	 
	86	 	New York, NY - Union Square	 	78 Fifth Avenue, 4th Floor	 	New York	 	New York	 	Pure Barre Fifth Avenue, LLC	 	1841 Broadway, Room 330, New York, NY 10023	 	Kaitlin Vandura (704) 651-9381	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	7/12/2012	 	 	 	 ✓

	87	 	Cary, NC	 	1412 Village Market Place	 	Cary	 	North Carolina	 	PB Apex, LLC	 	507 Guilford Circle, Raleigh, NC 27608	 	Ami Seier (303) 918-3889	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	5/10/2012	 	4/17/2015	 	 
	88	 	Pittsburgh, PA - Shadyside	 	5986 Penn Circle South, Suite 202	 	Pittsburgh	 	Pennsylvania	 	LGD Studios	 	5986 Penn Circle South, Suite 202 Pittsburgh, PA 15206	 	Laura Dick (412) 427-1234	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	4/20/2012	 	 	 	 ✓

	89	 	Seattle, WA - Queen Anne	 	500 Mercer Street	 	Seattle	 	Washington	 	IMAS Holdings, LLC	 	349 NE 54th st, Seattle, WA 98105	 	Sami Sweeney (206) 595-2092	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	3/19/2012	 	 	 	 ✓

	90	 	Winston-Salem, NC - Reynolda Village	 	114K Reynolda Village	 	Winston-Salem	 	North Carolina	 	Pure Barre Piedmont Triad, LLC	 	925 Euclid Ave. Suite 2020 Cleveland, OH 44115	 	Carolyn Hern (202) 538-4980	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	5/12/2012	 	 	 	 
	91	 	South Tampa, FL	 	3830 West Neptune Street, Suite C5	 	Tampa	 	Florida	 	Pure Barre Tampa, LLC	 	3830 West neptune St, Ste. C5, Tampa, FL 33629	 	Eleanor McComb (941) 323-6111	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	4/9/2012	 	 	 	 
	92	 	Madison, AL*	 	14 Main Street, Suite A	 	Madison	 	Alabama	 	PureMad, LLC	 	1009 Springtime Blvd., Huntsville, AL 35802	 	Meredith Davis (330) 607-7270	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	3/16/2012	 	 	 	 
	93	 	Marin, CA	 	800 Redwood Highway Frontage Road, Suite 616	 	Mill Valley	 	California	 	MG-Elliot, LLC	 	NA	 	Margaret Elliott (970) 471-4544	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	4/23/2012	 	 	 	 
	94	 	Columbia, MO	 	124 E Nifong Boulevard	 	Columbia	 	Missouri	 	Pure Barre Columbia	 	3050 Ridley Wood Street, Columbia, MO 65203	 	Gayla Miller (573) 268-4070	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	6/25/2012	 	 	 	 
	95	 	Columbia, SC - Five Points	 	2123A Greene Street	 	Columbia	 	South Carolina	 	Afar, LLC	 	607 Baker Mill Lake Lane, Gaston, SC 29053	 	Addie Fairey (803) 292-1730	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	4/20/2012	 	 	 	 
	96	 	Wilmington, NC*	 	1123-B Military Cutoff Road	 	Wilmington	 	North Carolina	 	ADK Barre LLC	 	NA	 	Alexandra O’Rourke (919)-332-9428	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	6/29/2012	 	 	 	
✓















																															
	 Schedule 9.27(a)

Dated: June 10, 2015
	 		 		 		 		 		 		 		 		 		 		 		 		 	
	  	 	Location	 	Street	 	City	 	State	 	Franchisee Entity Name	 	Franchisee entity address	 	Franchisee Phone(s)	 	Royalty Rate on
Services Sales	 	Royalty Rate on
Product Sales	 	Ad Fee Rate	 	Minimum
Monthly
Royalty	 	Minimum Cumulative Royalties	 	Franchise
Agreement
(“FA”) Sign
Date	 	Renewal Date (if not
5 Years after FA
Sign Date)	 	Signed Amendment
	97	 	Burlington, MA	 	82 Burlington Mall Road	 	Burlington	 	Massachusetts	 	Jessica Grasso LLC	 	82 Burlington mall Rd, Burlington MA, 01803	 	Jessica J. Grasso (617) 233-3386	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	6/22/2012	 	 	 	 
	98	 	Savannah, GA*	 	5521 Abercorn Street, Suite 500	 	Savannah	 	Georgia	 	Pure Barre Savannah, LLC	 	215 Fair View Drive, Richmond Hill, GA 31324	 	Ashley Brook Nash (706) 340-3451	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	5/8/2012	 	 	 	 
	99	 	Austin, TX - Lakeway	 	2300 Lohman’s Spur, Suite 186	 	Austin	 	Texas	 	Sierra Barre, LLC	 	103 Black Wolf Run, Austin TX 78738	 	Denyse Kroll (512) 771-5711	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	3/6/2012	 	 	 	 
	100	 	Overland Park, KS	 	4945 West 119th Street, Suite 24	 	Overland Park	 	Kansas	 	PureKC	 	6630 W 109 St., Apt. B, Leawood, KS 66211	 	Katie Conger (913) 777-9564	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	4/30/2012	 	 	 	 
	101	 	Metairie, LA*	 	701 Metairie Road, Suite 101-2A	 	Metarie	 	Louisiana	 	Studio J, LLC	 	3923 Magazine st, New Orelans, LA 70115	 	Jennifer Thomas (985) 707-5686	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	8/1/2012	 	 	 	 
	102	 	Hudson, OH*	 	50 W. Streetsboro Street, Suite 3 & 4	 	Hudson	 	Ohio	 	Pure Hud, LLC	 	NA	 	Meredith Davis (330) 607-7270	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	7/13/2012	 	 	 	 
	103	 	Sherman Oaks, CA	 	13559 Ventura Boulevard	 	Sherman Oaks	 	California	 	Pure Barre Sherman Oaks, LLC	 	390 S Sepulveda BLVD, Apt 301, Los Angeles, CA 90049	 	Jamie Wells (310) 625-7585	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	4/30/2012	 	 	 	 
	104	 	Dayton/Centerville, OH	 	62 W. Franklin Street	 	Dayton	 	Ohio	 	Pure Barre Dayton, LLC	 	NA	 	Janna Williams (513) 464-0300	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	8/24/2012	 	 	 	 
	105	 	San Francisco, CA - Marina	 	3727 Buchanan Street	 	San Francisco	 	California	 	Pure Partners, LLC	 	2400 Pacific Ave, #510, San Francisco, CA 94349	 	Kara Kokorelis (415) 309-3026	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	11/16/2011	 	 	 	 
	106	 	Greenwich, CT*	 	280 Railroad Avenue, 1st Floor	 	Greenwich	 	Connecticut	 	Asheley Kate Pure Barre Studios LLC	 	280 Railroad Ave, Greenwich, CT 06830	 	Ashley Allen (508) 361-8638	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	8/1/2012	 	 	 	 
	107	 	Boston, MA*	 	350 Newbury Street	 	Boston	 	Massachusetts	 	Boom LLC	 	32 Shady Hill Rd., Weston, MA 02493	 	Lauren Marett Sherman (617) 633-1096	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	2/28/2012	 	 	 	✓
	108	 	Eastern Shore, AL	 	1802 US Highway 98	 	Daphne	 	Alabama	 	Bay Barre	 	713 Belrose Avenue, Daphne, AL 36526	 	Ashlye Hix (251) 786-3639	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	9/5/2012	 	 	 	 
	109	 	Glendale, AZ	 	19420 N. 59th Avenue, Suite C122	 	Glendale	 	Arizona	 	KoCap Investment, LLC	 	301 Deer Valley, Phoenix, AZ 85027	 	Gena Kohner (602) 689-6544	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	9/30/2012	 	 	 	 
	110	 	Wellesley, MA	 	200 Linden Square	 	Wellesley	 	Massachusetts	 	PB Wellesley LLC	 	1300 Centre Street, Newtown MA, 02459	 	Rachel Roberts (508) 733-4777	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	7/26/2012	 	 	 	 
	111	 	Pittsburgh, PA - Mt. Lebanon	 	1612 Cochran Road	 	Pittsburgh	 	Pennsylvania	 	Three Puppies, LLC	 	1414 Council Place, Jefferson Hills, PA 15025	 	Melissa Evancic (412) 260-3237	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	7/16/2012	 	 	 	✓
	112	 	Charleston, SC - Downtown	 	164 Market Street, Suite C	 	Charleston	 	South Carolina	 	Pure Barre Downtown LLC	 	2 Office Park Court, Columbia, SC 29223	 	Jenn Vannatta (843) 725-8546	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	10/6/2012	 	 	 	✓
	113	 	Westlake/Avon, OH	 	33576 Detroit Road	 	Avon	 	Ohio	 	Penelope Lane, Inc	 	NA	 	Lori Standen (440) 773-6251	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	9/10/2012	 	 	 	 
	114	 	Tampa - Carrollwood, FL	 	12921 N. Dale Mabry Highway	 	Tampa	 	Florida	 	Pure Barre TPA, LLC	 	12921 N. Dale Mabry Hwy, Tampa, FL 33618	 	Shannon O’Brien (941) 737-5153	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	7/3/2012	 	 	 	 
	115	 	Montgomery, AL	 	507 Cloverdale Road, Suite 102	 	Montgomery	 	Alabama	 	Kathryn Lee Lowder	 	NA	 	Kathryn Lee Lowder (334) 322-6248	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	7/20/2012	 	 	 	 
	116	 	Brighton, MI	 	9418 Village Place Boulevard	 	Brighton	 	Michigan	 	Bedford-Weyand, LLC	 	Bedford-Weyand, LLC, 3544 Meridian Crossing Dr. #160, Okem	 	Allison Weyand (989) 992-0840	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	11/7/2012	 	 	 	 
	117	 	Woodland Hills, CA	 	21728 Ventura Boulevard	 	Woodland Hills	 	California	 	Woodland Pure, LLC	 	810 Fernwood Pacific Dr., Topanga, CA 90290	 	Marni Rosenthal Chaikin (310) 463-7873	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	11/20/2012	 	 	 	✓
	118	 	Plano, TX	 	3450 E Hebron Parkway, Suite 116	 	Carrollton	 	Texas	 	Running on Joy, LLC	 	3900 Grapevine Mills pkwy Unit 1725, Grapevine, TX 76051	 	Jill LaMonica (614) 562-1831	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	6/12/2012	 	 	 	✓
	119	 	Little Rock, AR	 	11525 Cantrell Road, Suite 306	 	Little Rock	 	Arkansas	 	Michele Fitness, Inc	 	7700 E. Misty Glen Court, Anaheim Hills, CA 92808	 	Lindsey Newton (501) 804-8326	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	1/15/2013	 	 	 	 
	120	 	Chandler, AZ	 	2055 W Frye Road, Suite 5	 	Chandler	 	Arizona	 	Weyand Enterprises, LLC	 	9590 E Ironwood Square Drive, STE 105, Scottsdale, AZ 85258	 	Marirose Weyand (989) 529-8170	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	10/4/2012	 	 	 	✓
	121	 	Arlington, TX	 	2500 NE Green Oaks Boulevard, Suite 128	 	Arlington	 	Texas	 	Studio Firm, LLC	 	9900 Spectrum Dr., Austin, TX 78717	 	Deshanda Firmin (985) 703-1858	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	8/17/2012	 	 	 	✓
	122	 	Spartanburg, SC	 	1200 E. Main Street, Suite 7	 	Spartanburg	 	South Carolina	 	Emerge Pilates, LLC	 	519 South Helena ST, Roebuck, SC 29376	 	Carol E Corson (864) 909-0216	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	11/15/2012	 	 	 	✓
	123	 	Washington, DC - Dupont Circle	 	2130 P Street NW	 	Washington	 	DC	 	District PB, LLC	 	2033 Huidekoper Place NW, Washington, DC 20007	 	Michelle Davidson (239) 269-6095	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	8/18/2012	 	 	 	✓
	124	 	Red Bank, NJ	 	127 Broad Street	 	Red Bank	 	New Jersey	 	M Two Fitness, LLC	 	175 Helen Street, Fanwood, NJ 07023	 	Melanie Coleman (201) 736-6036	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	1/22/2013	 	 	 	 
	125	 	South Jersey, NJ - Haddonfield	 	112 Kings Highway East	 	Haddonfield	 	New Jersey	 	elleon, LLC	 	105 S. 18th Street, Unit 3A, Philadelphia, PA 19103	 	Noelle A Zane (267) 234-7825	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	6/27/2012	 	 	 	✓
	126	 	Lake Norman, NC - Birkdale	 	16815 Carnlyn Road, Suite A	 	Huntersville	 	North Carolina	 	LKN Barre, LLC	 	17247 Pennington Drive, Huntersville, NC 28070	 	Katie Moscovitch (203) 994-2914	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	11/20/2012	 	 	 	✓
	127	 	South Tulsa, OK	 	8921 S. Yale Avenue, Suite C	 	Tulsa	 	Oklahoma	 	MJMK, LLC	 	3503 W. 106th Street South, Jenks, OK 74037	 	Katrina Morgan (256) 337-2917	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	1/15/2013	 	 	 	✓
	128	 	Fort Worth, TX	 	6333 Camp Bowie Boulevard, Suite 220	 	Fort Worth	 	Texas	 	Steber PB, LLC	 	815 Mercury Avenue, Duncanville, TX 75137	 	Kelsey Tortorigi (205) 902-2974	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	1/15/2013	 	 	 	 
	129	 	Virginia Beach, VA	 	741 First Colonial Road, Suite 104	 	Virginia Beach	 	Virginia	 	Barre One, LLC	 	7608 Atlantic Avenue, Virginia Beach, VA 23451	 	Deanna Graham (757) 287-7869	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	2/27/2013	 	 	 	 
	130	 	Spring Lake, NJ	 	1200 Third Avenue	 	Spring Lake	 	New Jersey	 	Pure Venture, LLC	 	708 North Ave, Barlwood, NJ 07027	 	Beth Flynn (312) 404-2384	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	11/14/2012	 	 	 	 
	131	 	Greenville, SC - Pelham Road	 	3722 Pelham Road	 	Greenville	 	South Carolina	 	Jackson Hughes, Lauren Wilson, and Stephanie Reynold	 	601 Cleveland St, 7A, Greenville, SC 29601	 	Lauren Wilson (704) 975-9540	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	3/20/2013	 	 	 	 
	132	 	Madison, WI - Hilldale	 	702 N. Midvale Boulevard	 	Madison	 	Wisconsin	 	Pure Madison, LLC	 	PO Box 3524, Spartanburg, SC 29304	 	Susanna Presnell Johnson (864) 590-6947	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	4/24/2013	 	 	 	 
	133	 	Chicago, IL - Lakeview	 	3245 N Ashland Avenue, Suite 1	 	Chicago	 	Illinois	 	HNV Lakeview, LLC	 	408 Jackson Blvd., Nashville, TN 37205	 	Hanah Vinson (615) 319-9023	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	1/15/2013	 	 	 	✓
	134	 	Fort Collins, CO	 	2948 Council Tree Avenue, Suite 119	 	Ft. Collins	 	Colorado	 	SS Holdings, Inc.	 	2370 Andrew Drive, Superior, CO 80027	 	Stephanie Spalding (303) 884-4220	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	1/25/2013	 	 	 	 
	135	 	Lubbock, TX	 	4505 98th Street, Suite 240	 	Lubbock	 	Texas	 	Lemon Barre, LLC	 	3317 22nd Street, Lubbock, TX 79410	 	Laura Marie Staron (502) 418-8366	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	4/18/2013	 	 	 	 
	136	 	Chicago, IL - Bucktown Wicker Park	 	1837 W North Avenue	 	Chicago	 	Illinois	 	Pure Bucktown, LLC	 	100 Dunbar Street, Suite 400, Spartanburg, SC 29306	 	Susanna Presnell Johnson (864) 590-6947	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	7/2/2013	 	 	 	 
	137	 	Evanston, IL	 	910 Church Street	 	Evanston	 	Illinois	 	Pure Evanston, LLC	 	PO Box 3524, Spartanburg, SC 29304	 	Susanna Presnell Johnson (864) 590-6947	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	4/24/2013	 	 	 	 
	138	 	Greensboro, NC	 	1310 Westover Terrace, Suite 105	 	Greensboro	 	North Carolina	 	GCPB, LLC	 	1909 Lafayette Avenue, Greensboro, NC 27408	 	Christina Cromwell (336) 402-1881	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	5/30/2013	 	 	 	 
	139	 	Chicago, IL - River North	 	1 E. Huron Street, 2nd Floor	 	Chicago	 	Illinois	 	Orson, LLC	 	3186 Parthenon Avenue, Unit H, Nashville, TN, 37203	 	Emily Henson (615) 604-5034	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	1/18/2013	 	 	 	 
	140	 	Atlanta, GA - Druid Hills	 	2951 N. Druid Hills Road	 	Atlanta	 	Georgia	 	ATL PB Toco Hills, LLC	 	896 Beaverbook Drive, Atlanta GA, 30318	 	Philip Russ (404) 822-0675	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than $15,750 in year 1, $17,500 for the TTM after 18 months, $22,750 in year 2	 	12/14/2013	 	 	 	 
	141	 	Athens, GA	 	191 Alps Road, Suite 17	 	Athens	 	Georgia	 	Costance C. Popwell	 	2285 Plaster Avenue, Atlanta GA, 30305	 	Constance C Popwell (901) 356-7316	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	6/14/2013	 	 	 	✓
	142	 	Westford, MA	 	9 Cornerstone Square	 	Westford	 	Massachusetts	 	PB Westford, LLC	 	25 Lois Lane, Lexington, MA 02420	 	Jessica Grasso (617) 233-3386	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	6/20/2013	 	 	 	 
	143	 	Cranston, RI	 	2000 Chapel View Boulevard, Suite 125	 	Cranston	 	Rhode Island	 	PBRI, LLC	 	One Financial Plaza, Suite 1800, Providence RI, 02903	 	Alexandra York (774) 238-6420	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	6/7/2013	 	 	 	 
	144	 	Asheville, NC	 	1865 Hendersonville Road, Suite 114	 	Asheville	 	North Carolina	 	Asheville PB 01, LLC	 	310 McDaniel Ave, Greenville SC 29601	 	Flavia Harton (864) 477-8312	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	4/7/2013	 	 	 	✓
	145	 	Macon, GA	 	4420 Forsyth Rd, Suite 140	 	Macon	 	Georgia	 	Healthy Living Partners, LLC	 	61 Jennifer Drive, Forsyth, GA 31029	 	Whitney R Berry (770) 312-3672	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	5/27/2013	 	 	 	✓
	146	 	Billings, MT	 	1595 Grand Avenue, Suite 200	 	Billings	 	Montana	 	HighSeats, LLC	 	4332 Ridgewood Ln S, Billings MT, 59106	 	Kaitlyn Kurn (858) 228-0003	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	3/22/2013	 	 	 	 
	147	 	Fairfax, VA	 	4201 Ridge Top Road	 	Fairfax	 	Virginia	 	PB Fairfax, LLC	 	269 Lkerd Drive SE, Concord, NC 28025	 	Ashleigh Brooke Sides (704) 796-2982	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	3/18/2013	 	 	 	✓
	148	 	Wexford, PA	 	12091 Perry Highway	 	Wexford	 	Pennsylvania	 	LGD Stuidios, LLC	 	136 Kissel Springs Road, Ligonier, PA 15658	 	Laura G Dick (412) 427-1234	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	7/8/2013	 	 	 	✓
	149	 	Naples, FL	 	1410 Pine Ridge Road, Suite 10	 	Naples	 	Florida	 	OLLE, Inc	 	7755 Ionio Court, Naples, FL 34114	 	Lenka Valigurska (239) 250-6467	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	4/17/2013	 	 	 	 
	150	 	Beachwood, OH - Pepper Pike	 	31100 Pinetree Road, Suite 115	 	Pepper Pike	 	Ohio	 	Purebeach LLC	 	1003 Rison Ave NE, Huntsville AL 35801	 	Meredith Davis (330) 607-7270	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	3/12/2013	 	 	 	✓
	151	 	Roanoke, VA	 	5036 Keagy Road, Suite 202	 	Roanoke	 	Virginia	 	Dancing Turtle, LLC	 	4870 Sadler Road, Glen Allen, VA 23060	 	Traci Dority-Shanklin (310) 418-2433	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	5/27/2013	 	 	 	 
	152	 	Westport, CT	 	275 Post Road East	 	Wesport	 	Connecticut	 	Westport Barre, LLC	 	2 Pinehurst Rd, Coventry, RI 02816	 	Laura A Laboissonniere (401) 578-2678	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	5/7/2013	 	 	 	✓
	153	 	Spokane, WA	 	13910 E Indiana Avenue, Suite E	 	Spokane Valley	 	Washington	 	KT. WOOD, LLC	 	509 E 31st St, Bryan TX, 77803	 	Katie Wood (509) 710-2353	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	6/12/2013	 	 	 	✓
	154	 	Atlanta, GA - Vinings	 	4300 Paces Ferry Road SE, Suite 476	 	Atlanta	 	Georgia	 	ATL PB Vinings, LLC	 	896 Beaverbook Drive, Atlanta GA, 30318	 	Philip Russ (404) 822-0675	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than $15,750 in year 1, $17,500 for the TTM after 18 months, $22,750 in year 2	 	7/23/2013	 	 	 	✓
	155	 	Columbus, OH - New Albany	 	180 Market Street, Suite D	 	New Albany	 	Ohio	 	Pure Barre Columbus, LLC	 	960 West 5th Ave, Columbus, OH 43212	 	Emily C. Johnson (989) 450-1189	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	2/21/2013	 	 	 	 
	156	 	Jacksonville, FL - Riverside	 	1661 Riverside Avenue, Suite 125	 	Jacksonville	 	Florida	 	The Koster Group, Inc.	 	113 Findhorn Court, St John’s, FL32259	 	Victoria Koster (205) 401-2960	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	6/3/2013	 	 	 	✓
	157	 	Boise, ID	 	550 S. Broadway, Suite 110	 	Boise	 	Idaho	 	Bucci Barre, LLC	 	1393 W. Villa Norte, Boise ID 83702	 	Lorain Banducci (208) 250-8666	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	6/6/2013	 	 	 	 
	158	 	Birmingham, AL - Riverchase	 	1870 Chase Drive, Suite 100	 	Birmingham	 	Alabama	 	Landie, Inc	 	1336 Legacy Drive, Birmingham, AL 35242	 	Shelly W. Smith (205) 914-3131	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	7/23/2013	 	 	 	✓
	159	 	Annapolis, MD	 	2484 Solomons Island Road	 	Annapolis	 	Maryland	 	Greer Hancock, LLC	 	115 Cedar Road, Severna Park, MD 21146	 	Anne Hancock Fava (410) 236-7131	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	7/25/2013	 	 	 	✓
	160	 	Burlingame, CA	 	1440 Chapin Avenue, Suite 100	 	Burlingame	 	California	 	Alyssa Bothman	 	20385 Iron Springs Road, Los Gatos, CA 95033	 	Alyssa Bothman (917) 344-9175	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	3/15/2013	 	 	 	 
	161	 	St. Petersburg, FL	 	3637 Fourth Street North	 	St. Petersburg	 	Florida	 	St. Pete Barre	 	1124 North Lake Shore Drive, Sarasota FL, 34231	 	Elleanor McComb (941) 323-6111	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	4/22/2013	 	 	 	 
	162	 	Indianapolis, IN - Fishers	 	11501 Geist Pavilion Drive, Suite 112	 	Fishers	 	Indiana	 	Curly Top, LLC	 	278 Providence Blvd, Carmel, IN 46032	 	Rbecca Retrum (317) 331-5128	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	5/1/2013	 	 	 	✓
	163	 	Buffalo, NY	 	7660 Transit Road	 	Buffalo	 	New York	 	S.R. McKie, LLC	 	561 Bird Avenue, Buffalo, New York 14222	 	Shayna R. McKie (315) 436-0304	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	3/21/2013	 	 	 	✓
	164	 	Chicago, IL - Old Town	 	1350 N. Wells Street, Suite 1200	 	Chicago	 	Illinois	 	True Form, LLC	 	1660 N. LaSalle Drive, Apt 1708, Chicago IL, 60614	 	Rachel Reisman True (312) 649-9069	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	1/22/2013	 	 	 	✓
	165	 	Sonoma, CA	 	201 W. Napa Street, Suite 15	 	Sonoma	 	California	 	MG-Elliot, LLC	 	800 Redwood Highway, Suite 616, Mill Valley, CA 94941	 	Margaret G. Elliott (970) 471-4544	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	7/30/2013	 	 	 	✓
	166	 	Greenville, DE	 	3801 Kennett Pike, Building E, Suite 209	 	Greenville	 	Delaware	 	M2 Yoga Productions, LLC	 	1 Heatherwood Drive, Malvern, PA 19355	 	Maura Markley (610) 348-3825	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	7/8/2013	 	 	 	 
	167	 	Geneva, IL	 	500 S Third Street, Suite 123	 	Geneva	 	Illinois	 	Stuido 26, LLC	 	210 Logan Avenue, Geneva, IL 60134	 	Brynn Hanson (630) 254-7228	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	6/28/2013	 	 	 	✓
	168	 	Tampa, FL - Westchase	 	12233 West Linebaugh Avenue	 	Tampa	 	Florida	 	PB Florida, LLC	 	336 Orchid Drive South, Ellenton, FL 34222	 	Aimee O’Neil (813) 760-7298	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	8/6/2013	 	 	 	✓
	169	 	Wheaton, IL	 	33 Rice Lake Square	 	Wheaton	 	Illinois	 	Pure Wheaton, LLC	 	100 Dunbar Street, Suite 400, Spartanburg, SC 29306	 	Susanna Presnell Johnson (864) 590-6947	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	11/12/2013	 	 	 	 
	170	 	Santa Margarita, CA	 	22411 Antonio Parkway, Suite C150	 	Rancho Santa Margarita	 	California	 	Vicencia Fitness, LLC	 	7707 E Margaret Drive, Anaheim, CA 92808	 	Kerry Vicencia (714) 269-3249	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	7/8/2013	 	 	 	✓
	171	 	Brooklyn, NY - Cobble Hill	 	266 Court Street	 	Brooklyn	 	New York	 	Studio TC, LLC	 	82 Congress Street, Apt 4, Brooklyn NY, 11201	 	Tiffany N. Currid (850) 502-0100	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	1/30/2013	 	 	 	✓
	172	 	Atlanta, GA - Virginia Highlands	 	1402-4 North Highland Avenue NE	 	Atlanta	 	Georgia	 	Goot Gibson, LLC	 	435 10th Street #16, Atlanta, GA 30309	 	Ashley Goot (864) 616-3766	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	9/9/2013	 	 	 	✓
	173	 	Novi, MI	 	42972 Grand River Avenue	 	Novi	 	Michigan	 	Bedford-Weyand, LLC	 	8612 Hornbeam, Saginaw, MI 48603	 	Allison Weyand (989) 992-0840	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	7/29/2013	 	 	 	 
	174	 	Jacksonville, FL - Tapestry Park	 	4828 Deer Lake Drive West	 	Jacksonville	 	Florida	 	Pure Aptitude, LLC	 	319 North Roscoe Blvd. Ponte Vedra Beach, Florida 32082	 	Rachel Robertson (904) 710-6450	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	7/18/2013	 	 	 	✓
	175	 	Seattle, WA - Capitol Hill	 	1222 E Pine Street, Suite B	 	Seattle	 	Washington	 	IMAs Holdings, LLC	 	345 NE 54th St., Seattle, WA 98105	 	Sami Dinsmore Sweeney (206) 595-2092	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	8/23/2013	 	 	 	✓
	176	 	Flower Mound, TX	 	5801 Long Prairie Road, Suite 820	 	Flower Mound	 	Texas	 	LTB FM, LLC	 	1303 Cheyenne Trail, Corinth, TX 76210	 	Amanda Lewis (832) 928-6174	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	6/4/2013	 	 	 	✓
	177	 	Rockville, MD	 	402 King Farm Boulevard, Suite 140	 	Rockville	 	Maryland	 	JCD Fitness LLC	 	2222 Q Street NW, Apartmnet 43, Washington, DC 20008	 	Jill DeNinno (412) 680-6648	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	7/26/2013	 	 	 	✓
	178	 	Kildeer, IL - Deer Park	 	20771 North Rand Road	 	Kildeer	 	Illinois	 	Pure Barre Kildeer, LLC	 	100 Dunbar Street, Suite 400, Spartanburg, SC 29306	 	Susanna Johnson 864-590-6947	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	11/15/2013	 	 	 	 
	179	 	Rocky River, OH	 	19940 Detroit Road	 	Rocky River	 	Ohio	 	Penny Lane, Inc.	 	31027 Walden Drive, Westlake, OH 44145	 	Lori Standen (440) 773-6251	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	7/30/2013	 	 	 	✓
	180	 	Bethesda, MD	 	4930 Hampden Lane	 	Bethesda	 	Maryland	 	Chip Christianson	 	7516 Hwy. 70 So., Suite 100, Nashville TN, 37221	 	Chip Christianson (615) 300-8787	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	6/20/2013	 	 	 	✓
	181	 	North Raleigh, NC	 	9660 Falls of Neuse Road, Suite 149	 	Raleigh	 	North Carolina	 	PB Apex, LLC	 	507 Guilford Circle, Raleigh, NC 27608	 	Ami Seier (303) 918-3889	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	9/6/2013	 	 	 	 
	182	 	Manhasset, NY	 	1681 Northern Boulevard	 	Manhasset	 	New York	 	Pure Results Long Island, LLC	 	147 Bayview Ave., Port Washington, NY 11050	 	Deena Cavalli (516) 365-9090	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	3/19/2013	 	 	 	✓
	183	 	Syracuse, NY	 	6789 E. Genesee Street	 	Fayetteville	 	New York	 	Cathy McKie	 	7586 Calvary Circle, Manlius, NY 13104	 	Cathy McKie (315) 436-0276	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	8/14/2013	 	 	 	✓
	184	 	Pure Barre - Richmond - Short Pump	 	4017 Lauderdale Drive	 	Richmond	 	Virginia	 	G.H. Christianson, II	 	5000 Harding Place, Nashville, TN 37211	 	Chip Christianson (615) 300-8787	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	5/6/2013	 	 	 	 
	185	 	Brookline, MA	 	1333 Beacon Street	 	Brookline	 	Massachusetts	 	PB Brookline, LLC	 	1300 Centre Street, Newtown MA, 02459	 	Lauren Sherman (617) 633-1096	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	9/17/2013	 	 	 	 
	186	 	Irmo, SC	 	1230 B3A Bower Parkway, Columbia, SC 29212	 	Columbia	 	South Carolina	 	AFAR 2 LLC	 	607 Baker Mill Lake Lane, Gaston, SC 29053	 	Addie Fairey (803) 292-1730	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	5/15/2013	 	 	 	✓
	187	 	Durham, NC	 	737 Ninth Street, Suite 260	 	Durham	 	North Carolina	 	PB Partners, LLC	 	15 Piling Place, Durham NC 27707	 	Charlotte Jones (919) 949-1302	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	9/6/2013	 	 	 	 
	188	 	Peters Township, PA	 	4000 Washington Road, Suite 108	 	McMurray	 	Pennsylvania	 	Kaylee Barre, LLC	 	1414 Council Place, Jefferson Hills, PA 15025	 	Melissa Evancic (412) 260-3237	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	8/13/2013	 	 	 	✓
	189	 	Santa Monica, CA	 	201 Wilshire Boulevard	 	Santa Monica	 	California	 	Marni Chaikin and Kayla Allen	 	11819 Wilshire Boulevard, Suite 213, Los Angeles, CA 90025	 	Kayla Allen (310) 745-8500	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	11/7/2013	 	 	 	✓
	190	 	San Francisco, CA - West Portal	 	162 West Portal Avenue	 	San Francisco	 	California	 	Huntley Fike PB, LLC	 	45 Lark Place, Alamo, CA 94507	 	Lauren Fike (925) 389-0038	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	10/29/2013	 	 	 	✓
	191	 	Atlanta, GA - Westside	 	1100 Howell Mill Road, Suite A07	 	Atlanta	 	Georgia	 	ATL PB 1, LLC	 	896 Beaverbook Drive, Atlanta GA, 30318	 	Philip Russ (404) 822-0675	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	7/1/2013	 	 	 	✓
	192	 	McLean, VA	 	6825 Redmond Drive, Suite E	 	Mclean	 	Virginia	 	G.H. Christianson, II	 	7516 Hwy 70 So., Suite 150, Nashville, TN 37221	 	G.H. Christianson, II (615) 300-8787	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	12/1/2014	 	 	 	✓
	
193
	 	West Palm Beach, FL	 	501 Fern Street	 	West Palm Beach	 	Florida	 	MLH Fitness, Inc.	 	7732 Sandhill Court, West Palm Beach, FL 33412	 	Melissa Hirsch (856) 685-8075	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than $14,000 in year 1, $17,500 for the TTM after 21 months, $21,000 for the TTM a	 	6/25/2013	 	 	 	✓
	
194
	 	Naperville, IL	 	144 W Jefferson Avenue	 	Naperville	 	Illinois	 	Pure Naperville, LLC	 	100 Dunbar Street, Suite 400, Spartanburg, SC 29306	 	Susanna Presnell Johnson (864) 590-6947	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	11/15/2013	 	 	 	 
	
195
	 	Frisco, TX	 	5570 FM 423, Suite 500	 	Frisco	 	Texas	 	Jesler Group, LLC	 	4571 Siena Drive, Frisco TX, 75033	 	Jessica Miller (469) 662-4686	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	7/18/2013	 	 	 	✓
	
196
	 	Knoxville, TN	 	133 S. Forest Park Boulevard	 	Knoxville	 	Tennessee	 	PB Knoxville, LLC	 	4902 Timberhill Drive, Nashville, TN 37211	 	Lauren Luftman (859) 608-2043	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	9/19/2013	 	 	 	✓














																															
	 Schedule 9.27(a)

Dated: June 10, 2015
	 		 		 		 		 		 		 		 		 		 		 		 		 	
	  	 	Location	 	Street	 	City	 	State	 	Franchisee Entity Name	 	Franchisee entity address	 	Franchisee Phone(s)	 	Royalty Rate on
Services Sales	 	Royalty Rate on
Product Sales	 	Ad Fee Rate	 	Minimum
Monthly
Royalty	 	Minimum Cumulative Royalties	 	Franchise
Agreement
(“FA”) Sign
Date	 	Renewal Date (if not
5 Years after FA
Sign Date)	 	Signed Amendment
	197	 	Deerfield, IL	 	720 Waukegan Rd, Suite J	 	Deerfield	 	Illinois	 	Pure Deerfield, LLC	 	100 Dunbar Street, Suite 400, Spartanburg, SC 29306	 	Susanna Presnell Johnson (864) 590-6947	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	8/8/2013	 	 	 	 
	198	 	Alexandria, VA	 	429 John Carlyle Street	 	Alexandria	 	Virginia	 	Mary Beth Coleman, Katie Shearin and G.H. Christians	 	5000 Harding Place, Nashville, TN 37211	 	Chip Christianson (615) 300-8787	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	5/27/2013	 	 	 	✓
	199	 	Washington, DC - Capitol Hill	 	407 8th Street SE	 	Washington	 	DC	 	PB CAP HILL, LLC	 	2033 Huidekoper Place NW, Washington, DC 20007	 	Michelle Davidson (239) 269-6095	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	11/21/2013	 	 	 	✓
	200	 	The Woodlands, TX	 	8000 Research Forest Drive, Suite 110	 	The Woodlands	 	Texas	 	Monies, LLC	 	8000 Research Forrest Drive, Suite 123, The Woodlands, TX 773	 	Heather Berntone Sanders (832) 722-7767	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	4/16/2014	 	 	 	 
	201	 	Roswell, GA	 	1115 Woodstock Road, Suite 705	 	Roswell	 	Georgia	 	ATL PB Roswell, LLC	 	869 Beaverbrook Drive, Atlanta, GA 30318	 	Philip Russ (404) 822-0675	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than $15,750 in year 1, $17,500 for the TTM after 18 months, $22,750 in year 2	 	10/30/2013	 	 	 	 
	202	 	New Tampa, FL	 	18091 Highwoods Preserve Parkway, Suite 3	 	Tampa	 	Florida	 	PB New Tampa, LLC	 	10325 OrangeGrove Drive, Tampa, FL 33618	 	Casey Neubert (727) 422-2713	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	9/13/2013	 	 	 	✓
	203	 	Wellington, FL	 	11924 West Forest Hill Boulevard, Suite 22	 	Wellington	 	Florida	 	MLH Fitness, Inc.	 	480 Hibiscus Street Apt 709, West Palm Beach, FL 33401	 	Melissa Hirsch (856) 685-8075	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than $14,000 in year 1, $17,500 for the TTM after 21 months, $21,000 for the TTM a	 	11/20/2013	 	 	 	 
	204	 	Brooklyn, NY - Williamsburg	 	204 Wythe Avenue	 	Williamsburg	 	New York	 	Portside Group, LLC	 	719 8th Avenue 1A, Brooklyn, NY 11215	 	Rebecca Fagan (303) 961-4502	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	8/2/2013	 	 	 	✓
	205	 	Tulsa, OK - Midtown	 	3807 South Peoria Avenue, Suite M	 	Tulsa	 	Oklahoma	 	MJMK, LLC	 	3503 W. 106th Street South, Jenks, OK 74037	 	Katrina Morgan (256) 337-2917	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	9/30/2013	 	 	 	✓
	206	 	Oxford, MS	 	265 North Lamar Boulevard, Suite E	 	Oxford	 	Mississippi	 	XOLTB, LLC	 	232 Private Road 3049, Oxford, MS 38665	 	Kelly Waite (949) 500-3717	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	11/20/2013	 	 	 	 
	207	 	Snellville, GA	 	1350 Scenic Hwy, Suite 808	 	Snellville	 	Georgia	 	PB Snellville, LLC	 	1350 Scenic Highway, Snellvile, GA 30078	 	Keisha Hayes (678) 570-7996	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	11/19/2013	 	 	 	 
	208	 	Owensboro, KY	 	2680 Frederica Street	 	Owensboro	 	Kentucky	 	Andrea McCrary	 	229 Taylor Drive B, Lexington, KY 40511	 	Andrea McCrary (270) 313-5636	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	2/6/2014	 	 	 	✓
	209	 	Franklin, TN	 	1556 West McEwen Drive	 	Franklin	 	Tennessee	 	Barre Fitness, LLC	 	4906 Maymanor Circle, Nashville, TN 37205	 	Martha Nemer (615) 481-8400	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	1/9/2014	 	 	 	✓
	210	 	Peachtree City, GA	 	405 City Circle, Suite 1620	 	Peachtree City	 	Georgia	 	PTCbarre, LLC	 	26 Audubon Place, Newnan, GA 30265	 	Bronwyn Williams (770) 632-8855	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than $15,750 in year 1, $17,500 for the TTM after 18 months, $22,750 in year 2	 	6/2/2015	 	 	 	 
	211	 	Jupiter, FL	 	6240 West Indiantown Road, Suite 6	 	Jupiter	 	Florida	 	MLH Fitness, Inc.	 	380 Hibiscus St, Apt 709, West Palm Beach, FL 33401	 	Melissa L Hirsch (856) 685-8075	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than $14,000 in year 1, $17,500 for the TTM after 21 months, $21,000 for the TTM a	 	11/19/2013	 	 	 	 
	212	 	East Greenwich, RI	 	1000 Division Street, Suite 16	 	East Greenwich	 	Rhode Island	 	PBRI-II, LLC	 	One Financial Plaza, Suite 1800, Providence RI, 02903	 	Jaime Sweeney (401) 248-1408	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	5/20/2014	 	 	 	✓
	213	 	Manalapan, NJ	 	357 Route 9 South	 	Manalapan	 	New Jersey	 	Pure Partners Limited Liability Company	 	524 Cory Place, Westfield, NJ 07090	 	Beth Flynn (312) 404-2384	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than (50%) of system average in year 1, (60%) in year 2, (70%) in year 3	 	3/21/2013	 	 	 	 
	214	 	Fairfield, CT	 	1275 Post Road	 	Fairfield	 	Connecticut	 	Fairfield Barre LLC	 	1275 Post Road, Suite A3, Fairfield, CT, 06824	 	Laura Laboissonniere (401) 578-2678	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	3/10/2014	 	 	 	✓
	215	 	Norfolk, VA	 	320 West 21st Street	 	Norfolk	 	Virginia	 	Barre One, LLC	 	7608 Atlantic Avenue, Virginia Beach, VA 23451	 	Deanna Graham (757) 287-7869	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	11/27/2013	 	 	 	✓
	216	 	Destin, FL	 	34940 Emerald Coast Parkway, Suite 186	 	Destin	 	Florida	 	AS Fit, LLC	 	174 Watercolor Way #3208, Santa Rosa Beach, FL 32459	 	Ashley Singleton (850) 231-0147	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	11/7/2013	 	 	 	✓
	217	 	Richmond, VA - Near West End	 	6235 River Road	 	Richmond	 	Virginia	 	RVA Barre, LLC	 	256 Silver Sloop Way, Carolina Beach, NC 28428	 	Carlca C. Brown (703) 323-0776	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	10/15/2013	 	 	 	✓
	218	 	Palm Beach Gardens, FL	 	11290 Legacy Avenue, Suite K120	 	Palm Beach Gardens	 	Florida	 	MLH Fitness, Inc.	 	450 Hibiscus St., Apt. 709, West Palm Beach, FL 33401	 	Melissa Hirsch (856) 685-8075	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than $14,000 in year 1, $17,500 for the TTM after 21 months, $21,000 for the TTM a	 	12/4/2013	 	 	 	 
	219	 	Southampton, NY	 	5 Windmill Lane, Suite 4	 	Southampton	 	New York	 	PB Southhampton, LLC	 	78 Fifth avenue, 4th floor, New York, NY 10011	 	Kaitlin Vandura (704) 651-9381	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	5/10/2014	 	 	 	✓
	220	 	Bend, OR	 	520 SW Powerhouse Drive, Suite 150	 	Bend	 	Oregon	 	Erin Anderson Griffith	 	70 SW Century Drive, Suity 100-460, Bend OR 97702	 	Erin Anderson Griffith (406) 570-1646	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	10/11/2013	 	 	 	 
	221	 	Cumming, GA	 	410 Peachtree Pkwy, Suite 216	 	Cumming	 	Georgia	 	ATL PB Cumming, LLC	 	896 Beaverbrook Drive, Atlanta Ga 30318	 	Philip Russ (404) 822-0675	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than $15,750 in year 1, $17,500 for the TTM after 18 months, $22,750 in year 2	 	11/19/2013	 	 	 	 
	222	 	Orlando, FL - Dr. Phillips	 	7339 West Sand Lake Road, Suite 412	 	Orlando	 	Florida	 	Pure Dr. Phillips, LLC	 	1008 Glendalyn Circle, Spartanburg, SC 29302	 	Ann Hopkins (864) 590-1972	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than $15,750 in year 1, $17,500 for the TTM after 18 months, $22,750 in year 2	 	11/26/2013	 	 	 	 
	223	 	Hingham, MA	 	18 Shipyard Drive, Suite 1C	 	Hingham	 	Massachusetts	 	PBH Studio, LLC	 	21 Parker Road, Wellsley, MA 02481	 	Tracie Reynolds (508) 479-1748	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	11/7/2013	 	 	 	✓
	224	 	Atlanta, GA - Inman Park	 	240 North Highland Avenue, Building 3, Suite B-2	 	Atlanta	 	Georgia	 	ATL PB Inman, LLC	 	896 Beaverbrook Dr., Atlanta, GA 30318	 	Philip Russ (404) 822-0675	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than $15,750 in year 1, $17,500 for the TTM after 18 months, $22,750 in year 2	 	3/25/2014	 	 	 	 
	225	 	San Antonio, TX - Stone Oak	 	21019 US Highway 281 North, Suite 33	 	San Antonio	 	Texas	 	Santon & Price, LLC	 	18723 Keegan’s Bluff, San Antonio, TX 78258	 	Kelly Price (901) 428-5593	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	10/11/2013	 	 	 	✓
	226	 	San Rafael, CA	 	315 3rd Street	 	San Rafael	 	California	 	Shannon Piro	 	31 McNear Drive, San Rafael, CA 94901	 	Shannon Piro (925) 324-3251	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	1/15/2014	 	 	 	✓
	227	 	Seattle, WA - Green Lake	 	406 NE 71st Street	 	Seattle	 	Washington	 	IMAs Holdings, LLC	 	345 NE 54th St., Seattle, WA 98105	 	Sami Dinsmore Sweeney (206) 595-2092	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	8/22/2013	 	 	 	 
	228	 	Lake Norman, NC - Mooresville	 	129 Market Place Drive, Suite C	 	Mooresville	 	North Carolina	 	LKN Barre, LLC	 	17247 Pennington Drive, Huntersville, NC 28070	 	Katheryn Moscovitch (203) 994-2914	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	12/31/2013	 	 	 	✓
	229	 	Arlington, VA	 	1024 North Garfield Street	 	Arlington	 	Virginia	 	G.H. Christianson, II	 	7516 Highway 70 South, Suite 100, Nashville, TN 37221	 	G.H. Christianson, II (615) 300-8787	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	11/19/2013	 	 	 	 
	230	 	Orlando, FL - Mills Park	 	1430 North Mills Avenue, Suite 160	 	Orlando	 	Florida	 	Pure Lake Mary, LLC	 	1008 Glendalyn Circle, Spartanburg, SC 29302	 	Ann Johnson Hopkins (864) 590-1972	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than $15,750 in year 1, $17,500 for the TTM after 18 months, $22,750 in year 2	 	10/21/2013	 	 	 	✓
	231	 	Rossmoor, CA - Seal Beach	 	12501 Seal Beach Boulevard	 	Seal Beach	 	California	 	L&M Fitness, LLC	 	19172 Lindsay Lane, Hungtington Beach, CA 92646	 	Alexandria Martinez (714) 323-7569	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	11/11/2013	 	 	 	✓
	232	 	Allen, TX	 	972 Village Green Drive	 	Allen	 	Texas	 	Amanda Kovach	 	3430 McFarlin Boulevard #4, Dallas TX, 73205	 	Amanda Kovach (832) 928-6174	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	2/14/2014	 	 	 	 
	233	 	Grosse Pointe, MI	 	75 Kercheval Avenue, Suite 301	 	Grosse Pointe Farms	 	Michigan	 	Lia Amine and Renae Lange	 	5718 Meadowview Street, Ypsilanti, MI 48197	 	Lia Amine (248) 633-5310	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	2/27/2014	 	 	 	✓
	234	 	West Omaha, NE	 	577 North 155th Plaza	 	Omaha	 	Nebraska	 	Emma’s PB, LLC	 	12925 West Dodge Road, Suite 102, Omaha, NE 68154	 	Emma Sodoro (402) 690-4056	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	2/27/2014	 	 	 	✓
	235	 	Murfreesboro, TN	 	1970 Medical Center Parkway, Suite C	 	Murfreesboro	 	Tennessee	 	PB Murfreesboro, LLC	 	3444 Deerview Drive, Murfreesboro, TN 37128	 	Sunshine Burns (615) 944-4335	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	12/18/2013	 	 	 	✓
	236	 	Chesapeake, VA	 	733 Eden Way North, Suite 406	 	Chesapeake	 	Virginia	 	Erin Rhamstine	 	1444 S. Veaux Loop, Norfolk VA, 23509	 	Erin Rhamstine (757) 620-5735	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	1/6/2014	 	 	 	✓
	237	 	Tucson, AZ - Casas Adobes	 	7121 North Oracle Road	 	Tucson	 	Arizona	 	Briana Acuna and Vanessa Palestino	 	3342 North Sierra Springs Drive, Tucson, AZ 85716	 	Briana Acuna (619) 806-7410	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	2/6/2014	 	 	 	✓
	238	 	Dallas, TX - Preston Hollow	 	6025 Royal Lane, Suite 203	 	Dallas	 	Texas	 	Pure Lakewood, LLC	 	2402 College Hills, San Angelo, TX 76904	 	Britta Lofgren (612) 310-1500	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	12/4/2013	 	 	 	✓
	239	 	Houston, TX - River Oaks	 	1948A West Gray Street	 	Houston	 	Texas	 	Taylored Dietetics LLC d/b/a Barre Lots	 	4310 Dunlavy Street, #443, Houston, TX 77006	 	Taylor Larson (281) 660-5964	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	10/9/2014	 	 	 	✓
	240	 	Clemmons, NC	 	6252 Towncenter Drive, Suite 104 & 105	 	Clemmons	 	NC	 	PB Piedmont Triad, LLC	 	114K Reynolda Village, Winston-Salem NC, 27106	 	Carolyn Hern (202) 538-4980	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	4/17/2014	 	 	 	✓
	241	 	Rancho Cucamonga, CA	 	8792 19th Street, Alta Loma Square	 	Rancho Cucamonga	 	California	 	PB Rancho Cucamonga, LLC	 	301 N. Lake Avenue, 7th Floor, Pasadena, CA 91101	 	Ashley Sinkeldam (858) 254-1674	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	3/6/2014	 	 	 	✓
	242	 	Seattle, WA - Redmond	 	16015 Cleveland Street	 	Redmond	 	Washington	 	IMAs Holdings, LLC	 	1420 Delridge Way, Seattle, WA 98108	 	Sami Dinsmore Sweeney (206) 595-2092	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	3/7/2014	 	 	 	✓
	243	 	Sudbury, MA	 	435 Boston Post Road	 	Sudbury	 	Massachusetts	 	Studio Thirty-Three, LLC	 	6 Wintergreen Court, Lunenberg, MA 01462	 	Elizabeth Tuzzolo (978) 758-8626	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	5/13/2014	 	 	 	✓
	244	 	Napa, CA	 	3632 Bel Aire Plaza	 	Napa	 	California	 	Wine Country Sculpt, LLC	 	2125 Inglewood Avenue, St. helena, CA 94574	 	Shelley Nicole Sinegal (425) 891-3245	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	6/6/2014	 	 	 	 
	245	 	St. Louis, MO - Ladue	 	8885F Ladue Road	 	St. Louis	 	Missouri	 	HEJ Fund, LLC	 	35 Briarcliff St, St. Louis, MO 63124	 	Ellie Williams (314) 567-7786	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than $15,750 in year 1, $17,500 for the TTM after 18 months, $22,750 in year 2	 	1/30/2014	 	 	 	✓
	246	 	Chicago, IL - Lincoln Park	 	2058 North Halsted Street	 	Chicago	 	Illinois	 	Double A Fitness Lincoln Park, LLC	 	600 N McClurg St, Apt 3502A, Chicago, IL 60611	 	Ashley Paro (630) 965-1175	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	5/8/2014	 	 	 	✓
	247	 	Hilton Head Island, SC	 	38 Shelter Cove Lane, Suite 129	 	Hilton Head Island	 	South Carolina	 	PB Hilton Head, LLC	 	1297 May River Road, #324, Bluffton, SC 29910	 	Kara Brandis Letien (803) 468-3950	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	7/10/2014	 	 	 	✓
	248	 	Portland, OR - Lloyd	 	1504 NE Broadway Street	 	Portland	 	Oregon	 	Richen PB LLC	 	2437 N. Alberta Street, Portland, OR 97217	 	Stephanie Richen (206) 427-8386	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	4/22/2014	 	 	 	✓
	249	 	Minneapolis, MN - Edina	 	7101 France Avenue South, Suite 201	 	Edina	 	Minnesota	 	PB Twin Cities LLC	 	4122 Linden Hills Boulevard, Minneapolis, MN 55410	 	Margo McCarthy Farrell (612) 655-4281	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	4/24/2014	 	 	 	 
	250	 	Katy, TX	 	23501 Cinco Ranch Boulevard, Suite D120	 	Katy	 	Texas	 	Queen Tiye Wellness, Inc.	 	3100 Hazy Park Drive, Houston, TX 77082	 	Tonia M Jones (310) 612-8296	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	5/23/2014	 	 	 	 
	251	 	Darien, CT	 	313 Heights Road	 	Darien	 	Connecticut	 	Darien Barre LLC	 	158 Holmes Avenue, Darien, CT 06820	 	Kristin McClutchy (203) 247-0165	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	7/11/2014	 	 	 	 
	252	 	Houston, TX - The Heights	 	1436 Studewood Street	 	Houston	 	Texas	 	PB The Heights, LLC	 	2121 Mid Lane, #515, Houston, TX 77027	 	Dorinda M Blackey (713) 396-9851	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	4/17/2014	 	 	 	✓
	253	 	Park City, UT	 	1708 Uinta Way, Suite F-2	 	Park City	 	Utah	 	Haase-Eubank Resources, LLC	 	8136 N. Ranch Club Trail, Park City Utah, 84099	 	Susanna Eubank (859) 806-8801	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	5/28/2014	 	 	 	✓
	254	 	West Hattiesburg, MS	 	163 Turtle Creek Drive	 	Hattiesburg	 	Mississippi	 	BRP Enterprises LLC	 	5 North Bridle Bend, Hattiesburg MS, 39402	 	Brittany Price (601) 596-3183	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	8/28/2014	 	 	 	 
	255	 	Columbia, MD	 	8801-1 Centre Park Drive	 	Columbia	 	Maryland	 	LTB Columbia, LLC	 	5620 44th Avenue, Hyattsville MD, 20781	 	Carmel McGuire (202) 422-4147	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	3/13/2014	 	 	 	✓
	256	 	Omaha, NE - Loveland Centre	 	2501 South 90th Street, Suite 118	 	Omaha	 	Nebraska	 	PBK Enterprises, LLC	 	702 N 57th Avenue, Omaha, NE 68132	 	Kristen Papenfuss (402) 332-8551	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	2/28/2014	 	 	 	✓
	257	 	Colorado Springs, CO	 	5262 North Nevada Avenue, Suite 120	 	Colorado Springs	 	Colorado	 	PB Colorado Springs LLC	 	301 Delaney Woods Road, Nicholasville, KY 40356	 	Griffin Wendt (859) 221-1552	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	3/20/2014	 	 	 	✓
	258	 	Dallas, TX - Uptown	 	3700 McKinney Avenue, Suite 130	 	Dallas	 	Texas	 	PB UPTOWN, LLC	 	7035 Orchid Lane, Dallas, TX 75230	 	Elizabeth Slough (214) 361-2882	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	4/27/2014	 	 	 	 
	259	 	Pleasanton, CA	 	6750 Bernal Avenue, Suite 730	 	Pleasanton	 	California	 	PB Studios LLC	 	6750 Bernal Avenue, #730, Pleasanton, CA 94566	 	Adrienne Richmond (530) 965-0611	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	4/25/2014	 	 	 	✓
	260	 	Burlington, VT	 	150 Dorset Street South	 	Burlington	 	Vermont	 	PB Burlington, LLC	 	83 Tracy Drive, Burlington VT, 05408	 	Anna-Bridgette Shorten (330) 618-1586	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	5/8/2014	 	 	 	✓
	261	 	Doylestown, PA	 	1745 South Easton Road	 	Doylestown	 	Pennsylvania	 	Tradewinds Capital, LLC	 	4503 Everview Drive, Doylestown, Pennsylvania 18902	 	Michele Hartung (267) 935-925	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	5/19/2014	 	 	 	✓
	262	 	El Paso, TX	 	5610 North Desert Boulevard	 	El Paso	 	Texas	 	PB EP, LLC	 	877 Forest Willow Circle, El Paso, TX 79922	 	Joey D’Adarno-Hass (609) 638-2345	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	7/20/2014	 	 	 	✓
	263	 	Portland, OR - Pearl District	 	1124 NW 13th Street	 	Portland	 	Oregon	 	PDX Wolfpack, LLc	 	520 SW Yamhill, Suite 212, Portland, OR 97204	 	Richard Bourland (808) 264-6933	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	4/22/2014	 	 	 	✓
	264	 	Fort Mill, SC	 	734 Stockbridge Drive	 	Fort Mill	 	South Carolina	 	LTBSC, LLC	 	100 N Tryon Street, 42nd Floor, Charlotte, NC 28202	 	Jane E. Robinson - Jones (864) 266-8684	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	6/24/2014	 	 	 	✓
	265	 	Pensacola, FL	 	6 S Palafox Place	 	Pensacola	 	Florida	 	PB Pensacola, LLC	 	741 Forgotten Creek Lane, Pensacola, FL 32514	 	Catalina J Soto-Aguilar (251) 635-9149	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	4/24/2014	 	 	 	✓
	266	 	Los Angeles, CA - Downtown	 	740 South Olive Street, Suite 106	 	Los Angeles	 	California	 	K Tini, LLC	 	1330 California Avenue #303, Santa Monica CA, 90403	 	Katelin Thompson (310) 923-0496	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	9/27/2013	 	 	 	✓
	267	 	Vancouver, WA - Grand Central	 	2410 Columbia House Boulevard, Suite 102	 	Vancouver	 	Washington	 	VanderHouwen Fitness, LLC	 	24320 NE 132nd Circle, Brush Prairie, WA 98606	 	Cynthia Vanderhouwen (503) 789-6219	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	8/28/2014	 	 	 	✓
	268	 	Whitefish Bay, WI	 	418 East Silver Spring Drive	 	Whitefish Bay	 	Wisconsin	 	JHS Holdings, LLC	 	2217 E. Ivanhoe Place, Milwaukee, WI 53202	 	Jess H Stark (414) 870-3771	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	10/8/2014	 	 	 	✓
	269	 	Greenville, NC	 	420 East Arlington Boulevard, Unit J	 	Greenville	 	North Carolina	 	LTB Greenville LLC	 	500 Cottonport Drive, Grimesland, NC 27837	 	Jennifer Robinson (801) 502-9146	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	7/29/2014	 	 	 	✓
	270	 	Addison, TX	 	5000 Belt Line Road, Suite 200	 	Dallas	 	Texas	 	Giselle Gafford	 	11272 Russwood Circle, Dallas TX 75229	 	Giselle Gafford (469) 323-7353	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	5/5/2014	 	 	 	 
	271	 	San Clemente, CA	 	1041 Avenida Pico, Suite A	 	San Clemente	 	California	 	PB San Clemente, LLC	 	21731 Rushford Drive, Lake Forrest, CA 92630	 	Erica McGinley (650) 533-1770	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	6/17/2014	 	 	 	✓
	272	 	Brooklyn, NY - Park Slope	 	178 5th Avenue	 	Brooklyn	 	New York	 	Studio TS, LLC	 	178 5th Avenue, Brooklyn, NY 11217	 	Tiffany Currid (850) 502-0100	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	7/22/2014	 	 	 	✓
	273	 	Estero, FL	 	21740 South Tamiami Trail, Suite 113	 	Estero	 	Florida	 	PB Estero, LLC	 	7755 Ionio Court, Naples, FL 34114	 	Jessie Stevens (720) 854-9053	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	6/5/2014	 	 	 	✓
	274	 	Bradenton, FL	 	6745 Manatee Avenue West	 	Bradenton	 	Florida	 	Bradenton Barre, LLC	 	2828 S. Tamiami Trail, Sarasota, FL 34239	 	Eleanor McComb (941) 323-6111	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	8/14/2014	 	 	 	✓
	275	 	Berkeley, CA	 	2055 Center Street, Suite C	 	Berkeley	 	California	 	PB Berkeley LLC	 	117 Michele Circle, Novato CA 94947	 	Alexandra Tartour (415) 497-7633	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	4/25/2014	 	 	 	✓
	276	 	Short Hills, NJ	 	255 Millburn Avenue	 	Millburn	 	New Jersey	 	M Two Fitness, LLC	 	175 Helen Street, Fanwood, NJ 07023	 	Molly D’Allesio (908) 938-0449	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	8/3/2014	 	 	 	 
	277	 	Nashville, TN - White Bridge	 	21 White Bridge Road, Suite 210	 	Nashville	 	Tennessee	 	Modecktn, LLC	 	2207 Crestmoor Road, Suite 203; Nashville, TN 37215	 	Kathryn Decker (615) 504-6520	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	7/30/2014	 	 	 	✓
	278	 	Jacksonville, FL - San Marco	 	1988 San Marco Boulevard	 	Jacksonville	 	Florida	 	The Koster Group, Inc.	 	3612 Eastbury Drive, Jacksonville, FL 32224	 	Victoria Koster (205) 401-2960	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	8/18/2014	 	 	 	 
	279	 	Fort Myers, FL	 	7381 College Parkway, Suite 100	 	Fort Myers	 	Florida	 	PB RSW, LLC	 	5516 Montilla Drive, Fort Myers, FL 33919	 	Jennifer Hissam (239) 560-8023	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	5/28/2014	 	 	 	✓
	280	 	Youngstown, OH	 	1393 Boardman-Canfield Road, Suite J	 	Boardman	 	Ohio	 	Starry Night by Sela, LLC	 	7432 Christopher Drive, Poland OH, 44514	 	Beth Klingensmith Karzmer and Jonah Karzmer (330) 518-8187	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	7/22/2014	 	 	 	 
	281	 	Charleston, SC - West Ashley	 	1300 Savannah Highway, Suite 5	 	Charleston	 	South Carolina	 	PB West Ashley LLC	 	1054 Anna Knapp Blvd, Unit 4G, Mount Pleasant, SC 29464	 	Jennifer Vannatta (843) 725-8546	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	9/24/2014	 	 	 	✓
	282	 	Nashua, NH	 	112 Spit Brook Road	 	Nashua	 	New Hampshire	 	KBOSS, LLC	 	10 Viau Road, Windham, NH 03087	 	Adrienne Boss (780) 881-6107	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	12/1/2014	 	 	 	 
	283	 	Maui, HI- Kahului	 	70E Kaahumanu Avenue	 	Kahului	 	Hawaii	 	PB Studios Hawaii, LLC	 	P.O. Box 171, Paauilo, HI 96776	 	Kris Batalona Thomas (808) 989-8414	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	9/24/2013	 	 	 	✓
	284	 	Clearwater, FL	 	2524A North McCullen Booth Road	 	Clearwater	 	Florida	 	Lauren McComb; Elle McComb	 	1124 North Lake Shore Drive, Sarasota FL, 34231	 	Elle McComb (941) 323-6111	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	6/25/2014	 	 	 	✓
	285	 	Augusta, GA	 	2907 Washington Road	 	Augusta	 	Georgia	 	Jill Kraft	 	811 Stevens Creek Road, Augusta GA, 30907	 	Jill Kraft (480) 321-6500	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	1/31/2014	 	 	 	✓
	286	 	Tallahassee, FL - North	 	3425 Thomasville Road, Suite 8	 	Tallahassee	 	Florida	 	Connie Popwell	 	1075 Baxter St., Unit A303, Athens, GA 30606	 	Connie Popwell (901) 356-7316	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	11/19/2014	 	 	 	 
	287	 	Weston, FL	 	4575 Weston Road	 	Davie	 	Florida	 	PBJ Weston, LLC	 	2505 Eagle Run Drive, Weston FL, 33327	 	Nicole Anders (954) 612-9579	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	7/22/2014	 	 	 	✓
	288	 	Atlanta, GA- Decatur	 	2951 North Druid Hills Road	 	Atlanta	 	Georgia	 	GG Decatur, LLC	 	1402 North Highland Avenue, Atlanta, GA 30306	 	Katy Bayless (803) 331-9099	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	7/22/2014	 	 	 	✓
	289	 	New Providence, NJ	 	1260 Springfield Avenue, Suite 9	 	New Providence	 	New Jersey	 	Wellness Essentials, Limited Liability Company	 	114 Ashwood Avenue, Summit, NJ 07901	 	LaRonda Gumm (908) 273-0730	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	5/28/2014	 	 	 	 
	290	 	North Hollywood, CA	 	4929 Lankershim Boulevard, Suite D	 	North Hollywood	 	California	 	Brittany Egbert LLC	 	6261 Surfpoint Circle, Huntington Beach, CA 92648	 	Brittany Egbert (714) 277-6093	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	6/9/2014	 	 	 	✓
	291	 	Eagle, ID	 	6700 North Linder Rd. #174	 	Meridian	 	Idaho	 	Bucci Barre, LLC	 	1393 W. Villa Norte, Boise ID 83702	 	Lorain Gibson Banducci (208) 250-8666	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	12/9/2014	 	 	 	 
	292	 	Denville, NJ	 	20 West Main St	 	Denville	 	New Jersey	 	Healthy Investments LLC	 	2 Oakwood Court, Morris Plains NJ, 07950	 	Elizabeth Billmeier (732) 995-4083	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	5/23/2014	 	 	 	✓
	 293
	 	New York, NY - Upper West Side	 	412 Columbus Ave.	 	New York	 	New York	 	 PB TURNING POINT
LLC
	 	5713 Rockhill Road, Forth Worth, TX 76112	 	 Margo McCann (817) 721-8966
	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	8/14/2014	 	 	 	 
	 294
	 	Cincinnati, OH- Kenwood	 	8154 Montgomery Rd #102	 	Cincinnati	 	Ohio	 	 The Ranieri Grou,
LLC
	 	2517 Pascoli Place, Lexington, TN 40509	 	Lea Ranier-Warner 859 221 8487	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	12/12/2014	 	 	 	 
	 295
	 	Denton, TX	 	1400 Loop 288 S Suite 116	 	Denton	 	Texas	 	 LTB Guhn Enterprises
LLC
	 	1312 Wildflower Lane, Flower Mound, TX 75028	 	Rita Guhn (214) 914-2934	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	11/5/2014	 	 	 	 
	 296
	 	North Scottsdale, AZ	 	7000 East Mayo Blvd. #3	 	Phoenix	 	Arizona	 	 Weyand Enterprises,
LLC
	 	8311 E. Via De Ventura, Scottsdale, AZ 85258	 	Veronica L Weyand (989) 239-9048	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	6/18/2014	 	 	 	✓














																															
	 Schedule 9.27(a)

Dated: June 10, 2015
	 		 		 		 		 		 		 		 		 		 		 		 		 	
	  	 	Location	 	Street	 	City	 	State	 	Franchisee Entity Name	 	Franchisee entity address	 	Franchisee Phone(s)	 	Royalty Rate on
Services Sales	 	Royalty Rate on
Product Sales	 	Ad Fee Rate	 	Minimum
Monthly
Royalty	 	Minimum Cumulative Royalties	 	Franchise
Agreement
(“FA”) Sign
Date	 	Renewal Date (if not
5 Years after FA
Sign Date)	 	Signed Amendment
	
297
	 	New York, NY - Upper East Side	 	141 East 88th Street	 	New York	 	New York	 	PB UPPER EAST SIDE, LLC	 	78 Fifth avenue, 4th floor, New York, NY 10011	 	Kaitlin T. Vandura (704) 651-9381	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	5/13/2014	 	 	 	✓
	
298
	 	Washington, DC - Cathedral Commons	 	3308 Wisconsin Avenue NW	 	Washington	 	DC	 	PB Cathedral LLC	 	2033 Huidekoper Place NW, Washington, DC 20007	 	Michelle Davidson (239) 269-6095	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	9/6/2014	 	 	 	✓
	
299
	 	Del Mar, CA	 	5965 Village Haven Trail #202	 	San Diego	 	California	 	Mandofit LLC	 	76181 Shawnee Circle, Indian Wells CA, 92210	 	Amanda Eisenhart (760) 625-2535	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	8/14/2014	 	 	 	 
	
300
	 	Birmingham, MI	 	--------- No Lease, Signed Franchise Agreement ---------	 	Bedford-Weywand, LLC	 	5140 State Street, Suite 200, Saginaw, MI 48603	 	Allison Weyand (989) 992-0840	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	1/15/2015	 	 	 	 
	
301
	 	New York City, NY-Financial District	 	80 Pine Street	 	New York	 	New York	 	Surrey PB, LLC	 	40 Fulton Street, 6th Floor, New York, NY 10038	 	Edward Silvera (732) 740-3415	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	8/29/2014	 	 	 	✓
	
302
	 	Reston, VA	 	12975 Highland Crossing Dr.	 	Herndon	 	Virginia	 	PB Fairfax, LLC	 	4201 Ridge Top Road, Fairfax, VA 22030	 	Ashleigh Brooke Sides (704) 796-2982	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	8/3/2014	 	 	 	✓
	
303
	 	Murrysville, PA	 	203 Blue Spruce Way	 	Murrysville	 	Pennsylvania	 	6 Dogs, LLC	 	5544 Darlington Road, Pittsburgh, PA 15217	 	Lisa Acquaviva (412) 551 2373	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	2/6/2015	 	 	 	 
	
304
	 	Brooklyn, NY- Green Point	 	225 Franklin St.	 	Brooklyn	 	New York	 	Portside Group, LLC	 	204 Wythe Avenue, Brooklyn, NY 11249	 	Rebecca McCarthy (303) 961-4502	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	8/14/2014	 	 	 	✓
	
305
	 	Coppell, TX	 	230 North Denton Tap Rd. #106a	 	Coppell	 	Texas	 	Minimal Movement, LLC	 	301 Eastland Drive, Lewisville TX 75056	 	Karen M Rector (214) 435-1974	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	3/11/2015	 	 	 	 
	
306
	 	Tustin, CA	 	17245 17th Street	 	Tustin	 	California	 	Christan Schiefelbein	 	107 Preakness Drive, Placentia, CA 92870	 	Christan Schiefelbein (714) 293-5949	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	1/9/2014	 	 	 	✓
	
307
	 	Pittsburgh, PA-Fox Chapel	 	1121 Freeport Rd.	 	Pittsburgh	 	Pennsylvania	 	DSP Fitness LLC	 	1336 James Street, Pittsburgh, PA 15212	 	Danielle Scott Petrina (724) 322-4152	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	4/17/2014	 	 	 	 
	
308
	 	Olive Branch, MS	 	5338 Goodman Road, Suite #TBD	 	Olive Branch	 	Mississippi	 	Laurenzi & Morgan Olive Branch, LLC	 	7820 Poplar Avenue, Suite 12, Germantown, TN 38138	 	Lindsey Laurenzi (901) 484-0705	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	4/22/2014	 	 	 	✓
	
309
	 	St. Louis, MO- Central West End	 	4931 Lindell Blvd. #100	 	Saint Louis	 	Missouri	 	HEJ Fund II, LLC	 	35 Briarcliff St, St. Louis, MO 63124	 	Julie Belz (901) 484-1326	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	No less than $15,750 in year 1, $17,500 for the TTM after 18 months, $22,750 in year 2	 	12/22/2014	 	 	 	✓
	
310
	 	Malibu, CA	 	--------- No Lease, Signed Franchise Agreement ---------	 	Pure Malibu, LLC	 	801 Yale Street, Santa Monica, CA 90403	 	Cynthia Webb (310) 617-3609	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	6/6/2014	 	 	 	 
	
311
	 	Chicago, IL- West Loop	 	1170 West Madison St.	 	Chicago	 	Illinois	 	Warner Hudson Corp.	 	910 S. Michigan Avenue, #1702, Chicago IL, 60605	 	Susan Parsons Rothman (859) 948-7777	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	10/8/2014	 	 	 	 
	
312
	 	Cambridge, MA	 	--------- No Lease, Signed Franchise Agreement ---------	 	Lauren Sherman and Rachel Roberts	 	1300 Centre Street, Newtown MA, 02459	 	Rachel Roberts (508) 733-4777	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	3/31/2014	 	 	 	 
	
313
	 	E. Gilbert, AZ	 	1854 South Val Vista Dr. #108	 	Mesa	 	Arizona	 	Christine Pacheco	 	3946 N. Pinnacle Hills Circle, Mesa, AZ 85207	 	Christine Pacheco (480) 213-6748	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	9/30/2014	 	 	 	 
	
314
	 	New York City, NY- West Village	 	101 Perry Street	 	New York	 	New York	 	2H Investments, LLC	 	45 Christopher Street Apt 3F, New York, NY 10014	 	Katharine Hamlin (610) 420-9767	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	11/26/2014	 	 	 	 
	
315
	 	The Woodlands, TX II	 	--------- No Lease, Signed Franchise Agreement ---------	 	Barre Monies LLC	 	8000 Research Forrest Drive, Suite 123, The Woodlands, TX 773	 	Heather Sanders (832) 722-7767	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	11/9/2014	 	 	 	 
	
316
	 	Florham Park, NJ	 	--------- No Lease, Signed Franchise Agreement ---------	 	PB Hoboken, LLC	 	115 Clinton Street, No.5, Hoboken, NJ 07030	 	Ashley Resto (201) 787-9109	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	8/29/2014	 	 	 	✓
	
317
	 	Nashville, TN- The Gulch	 	--------- No Lease, Signed Franchise Agreement ---------	 	Modecktn, LLC	 	4209A Lone Oak Rd., Nashville, TN 37215	 	Sarah Moats (615) 500-4670	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	12/3/2014	 	 	 	✓
	
318
	 	Ashburn, VA	 	Lease signed-Final Street Address TBD	 	Ashburn	 	Virginia	 	L & M Stuidos, LLC	 	12818 Framingham Court, Herndon VA 20171	 	Courtney E. Miller (908) 339-7097	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	12/20/2014	 	 	 	 
	
319
	 	Lafayette, LA	 	4247 Ambassador Caffery Pkway#117	 	Lafayette	 	Louisiana	 	Raferty Domingue, LLC	 	103 Quinlin Drive, Lafayette, LA 70508	 	Laura Dominque Rafferty (337) 501-6699	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	1/21/2015	 	 	 	 
	
320
	 	Vienna, VA	 	218 Maple Avenue West	 	Vienna	 	Virginia	 	PB Vienna LLC	 	10523 Braddock Road, Suite A, Fairfax, VA 22032	 	Nicholette Dunleavy (443) 987-8741	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	1/30/2015	 	 	 	 
	
321
	 	Lincoln, NE	 	2900 Pine Lake Rd	 	Lincoln	 	Nebraska	 	Emma & Brittany, LLC	 	12925 West Dodge Road, #102, Omaha, NE 68154	 	Patrick Sodoro (402) 504-9346	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	2/12/2015	 	 	 	 
	
322
	 	Philadelphia, PA- Ardmore	 	--------- No Lease, Signed Franchise Agreement ---------	 	P.S. Tenacity, LLC	 	644 N. Valley Forge Road, Devon PA 19333	 	Laura Sloane (215) 266-9348	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	2/20/2015	 	 	 	 
	
323
	 	McKinney, TX	 	6840 Virginia Parkway #135	 	McKinney	 	Texas	 	Amanda Kovach	 	1.. 6 Audrey Way, Allen, TX 75013	 	Amanda Kovach (832) 928-6174	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	3/3/2015	 	 	 	 
	
324
	 	Brea, CA	 	--------- No Lease, Signed Franchise Agreement ---------	 	A&M Fitness, Inc.	 	7700 E. Misty Glen Court, Anaheim Hills, CA 92808	 	Michele McCutcheon (949) 735-9980	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	3/3/2015	 	 	 	 
	
325
	 	Rochester, MI	 	439 South Main Street	 	Rochester	 	Michigan	 	PB Rochester, LLC	 	46936 Edgewater Drive, Macomb, MI 48044	 	Melanie Brown (616) 477-3211	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	3/3/2015	 	 	 	 
	
326
	 	Minneapolis, MN- Eden Prairie	 	--------- No Lease, Signed Franchise Agreement ---------	 	M and R Corporation	 	4605 Wooddale Ave, South Edina MN, 55424	 	Michele A. Hall (858) 344-7211	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	3/4/2015	 	 	 	✓
	
327
	 	St. Louis, MO- Chesterfield	 	1740 Clarkson Road #7	 	Chesterfield	 	Missouri	 	TBAAB, LLC	 	504 Belinda Alley Court, Columbia MO 65203	 	Lauren Matteson (636) 236-4830	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	3/18/2015	 	 	 	 
	
328
	 	Toronto, ON- The Annex	 	--------- No Lease, Signed Franchise Agreement ---------	 	Pak Toronto, Inc	 	1123-B Military Cutoff Road, Wilmington NC, 28405	 	Ramsey Paige Carper (910) 617-4528	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	3/24/2015	 	 	 	 
	
329
	 	Columbus, GA	 	--------- No Lease, Signed Franchise Agreement ---------	 	Penny B & ME LLC	 	481 S. Main Street, Shiloh, GA 31826	 	William Burns (706) 577-7326	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	4/8/2015	 	 	 	 
	
330
	 	E. Wichita, KS	 	1423 N. Webb Road, Suite 119	 	Wichita	 	Kansas	 	Wichita barre LLC	 	419 N. St. Francis, Wichita, KS 67202	 	Courtney Somes (970) 471-4150	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	4/8/2015	 	 	 	 
	 331
	 	Starkville, MS	 	87 Cotton Mill Drive, Suite 5	 	Starkville	 	Mississippi	 	SGH Enterprises LLC	 	87 Cotton Mill Drive, Suite 5, Starkville, MS 39759	 	Sarah Harrelson (662) 574-5611	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	4/8/2015	 	 	 	 
	
332
	 	Northampton, MA	 	--------- No Lease, Signed Franchise Agreement ---------	 	Elizabeth Roberts, Kathey Roberts	 	7 Fox Run Easthampton, MA 01027	 	Elizabeth Roberts (339) 225-0432	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	4/14/2015	 	 	 	 
	
333
	 	Hinsdale, IL	 	--------- No Lease, Signed Franchise Agreement ---------	 	Double A Fitness Hinsdale LLC	 	558 West Webster Avenue, Unit 202, Chicago, IL 60614	 	Ashley Paro (630) 965-1175	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	4/14/2015	 	 	 	 
	
334
	 	Crofton, MD	 	1153 Maryland 3 #70,	 	Gambrills	 	Maryland	 	Graves Lyate LLC	 	424 Neale Avenue, Silver Spring, MD 20909	 	Laura Graves (301) 928-4693	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	4/15/2015	 	 	 	 
	
335
	 	Littleton, CO	 	--------- No Lease, Signed Franchise Agreement ---------	 	Bankord Studios, LLC	 	8568 W. Dartmouth Place, Lakewood, CO 80227	 	Collette(303)834-0643 & Carson Bankord(303)903-4570	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	4/27/2015	 	 	 	✓
	
336
	 	Evansville, IN	 	--------- No Lease, Signed Franchise Agreement ---------	 	Frame Road Fitness LLC	 	5311 Frame Road, Newburgh, IN 47630	 	Jamie Riedford (812) 455-7268	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	4/28/2015	 	 	 	✓
	
337
	 	Pinecrest, FL	 	--------- No Lease, Signed Franchise Agreement ---------	 	Pure Pinecrest AR, LLC	 	200 South Biscayne Blvd, 6th Floor, Miami, FL 33130	 	Allison Abreu(978)886-0532 & Ryann Dickinson(305)389-7088	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	4/30/2015	 	 	 	 
	
338
	 	East Montgomery, AL	 	--------- No Lease, Signed Franchise Agreement ---------	 	PB East, LLC	 	5009 Moxon Street, Montgomery, AL 36116	 	Tiffany Bell(334)462-2747 & Katie Lee Lowder(334)322-6248	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	5/6/2015	 	 	 	 
	
339
	 	Cedar Park, TX	 	--------- No Lease, Signed Franchise Agreement ---------	 	Barre Dunn, LLC	 	300 Navigator Drive, Austin, TX 78717	 	Rebecca Dunn(512) 944-4488	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	5/11/2015	 	 	 	 
	
340
	 	North Plano, TX	 	--------- No Lease, Signed Franchise Agreement ---------	 	JPS Stone, LLC	 	6149 Choctaw Place, Frisco, TX 75034	 	Jill & Patrick LaMonica (614) 562-1831	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	5/12/2015	 	 	 	 
	
341
	 	Vancouver, BC-Kitsilano	 	--------- No Lease, Signed Franchise Agreement ---------	 	Pacific Spirit Movement, Inc.	 	1275 W 15th, Suite 105, Vancouver, BC V6H1R9	 	Tanya Schneider(604)314-2433 & Zack Ross(778)385-4505	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	5/13/2015	 	 	 	 
	
342
	 	Irving, TX	 	--------- No Lease, Signed Franchise Agreement ---------	 	NBNK Investments, LLC	 	1032 Saint Francis Lane, Flower Mound, TX 75028	 	Niki(214)422-1197 & Brian Claeys(214)422-1203	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	5/14/2015	 	 	 	 
	
343
	 	Belmont, MA	 	--------- No Lease, Signed Franchise Agreement ---------	 	PB Tuzzolo, LLC	 	435 Boston Post Rd, Suite 10, Sudbury, MA 01776	 	Elizabeth Tuzzolo (978) 758-8626	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	5/18/2015	 	 	 	 
	
344
	 	San Tan Village, AZ	 	--------- No Lease, Signed Franchise Agreement ---------	 	PB San Tan Village, LLC	 	4380 S. Rosemary Pl, Chandler, AZ 85248	 	Nicole Hines (602) 750-5357	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	5/19/2015	 	 	 	 
	
345
	 	West Cobb, GA	 	--------- No Lease, Signed Franchise Agreement ---------	 	Purposeful Living, LLC	 	125 Horseshoe Bend Court, Macon, GA 31211	 	Natalie Singletary(843)817-2733 & Whitney Berry(770)312-3672	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	5/26/2015	 	 	 	 
	
346
	 	Henderson, NV	 	--------- No Lease, Signed Franchise Agreement ---------	 	Raise The Barre, LLC	 	3700 Christopher Day Road, Doylestown, PA 18902	 	Cassie O’Neal (702) 686-4097 & Michelle Clinger (908) 295-8745	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	5/28/2015	 	 	 	 
	
347
	 	Gainesville, FL	 	--------- No Lease, Signed Franchise Agreement ---------	 	November Enterprises, LLC	 	701 SW 62nd Blvd, Apt CC-21D, Gainesville, FL 32607	 	Moana (904) 613-8333 & Marshall Tucker (904) 861-8709	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	5/29/2015	 	 	 	 
	
348
	 	West Hartford, CT	 	--------- No Lease, Signed Franchise Agreement ---------	 	SML Studios, LLC	 	14 Westmont Road, Wethersfield, CT 06109	 	Stephanie Lin (860)794-7040	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	5/29/2015	 	 	 	 
	
349
	 	High Point, NC	 	--------- No Lease, Signed Franchise Agreement ---------	 	PBHP, LLC	 	1511 Pinehurst Drive, High Point, NC 27262	 	Melody Emerson (336) 314-0981	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	5/29/2015	 	 	 	 
	
350
	 	Cypress, TX	 	--------- No Lease, Signed Franchise Agreement ---------	 	Queen Nefertiti Wellness, Inc	 	3306 Parkwood Drive, Houston, TX 77021	 	Tonia Jones (310) 612-8296	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	5/29/2015	 	 	 	 
	
351
	 	Walnut Creek, CA	 	--------- No Lease, Signed Franchise Agreement ---------	 	Mombo Fitness, LLC	 	555 Ygnacio Valley Rd,Unit 411, Walnut Creek, CA 94596	 	Melissa Heinrich (925) 389-0034	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	6/5/2015	 	 	 	 
	
352
	 	Williamsburg, VA	 	--------- No Lease, Signed Franchise Agreement ---------	 	C.W. Barre LLC	 	10610 Merchant Hope Rd,North Prince George, VA 23860	 	Amy Perkinson (804) 691-2320 & Terri Perkinson (804)691-8285	 	7.0%	 	7.0%	 	1.0%	 	$1,000	 	$14,000 over rolling 12 months	 	6/5/2015	 	 	 	 

 *Denotes a potential discrepancy regarding the definition of the Franchisee’s exclusive territory (refer to the Franchise
Agreement file for further details). 
 The Company has not conceded, and does not concede, that the Franchise Agreements have been amended in that respect
but recognizes that the Franchisees under those agreements might assert otherwise. 
 The Franchise Agreements identified in #328 to #350 (inclusive) on the
above list were executed during the period from March 19, 2015 until June 1, 2015. This is the period after a nonbinding letter of intent was executed regarding a potential change in ownership of the Pure Barre franchisor, but possibly
prior to the franchisee receiving an amended FDD that described the change in ownership of Franchisor or its parents following the transaction that closed on May 1, 2015. These Franchise Agreements may be subject claims, whether valid or
invalid, justified or not, regarding compliance with franchise disclosure rules in connection with the disclosure of the potential change in ownership 












 (b) CycleBar Area Representative Agreements have been signed with the
following parties: 
  

													
	 	 	 	 	 	 	 
	Agreement	 	Franchisor	 	 Area
 Rep.
	 	 Eff.

Date
	 	 Address of

Area

Representative
	 	Territory	 	 No. of

franchises
 in

Territory*

	CycleBar Area Representative Agreement	 	CBF. LLC	 	 CB-

AR,
 LLC
	 	6/15/17	 	 135 E. Martin

St. Suite 201
 Raleigh, NC

27601
	 	 Dallas, TX

Fort Worth, TX Arlington, TX
	 	1
	CycleBar Area Representative Agreement	 	CBF. LLC	 	 CB-
 AR,

LLC
	 	6/15/17	 	 135 E. Martin
 St. Suite 201

Raleigh, NC
 27601
	 	 Atlanta, GA

Sandy Springs, GA Roswell, GA
	 	1
	CycleBar Area Representative Agreement	 	CBF. LLC	 	 CB-

AR,
 LLC
	 	6/15/17	 	 135 E. Martin

St. Suite 201
 Raleigh, NC

27601
	 	 Seattle, WA

Tacoma, WA
 Bellevue, WA
	 	1
	CycleBar Area Representative Agreement	 	CBF. LLC	 	 CB-
 AR,

LLC
	 	6/15/17	 	 135 E. Martin
 St. Suite 201

Raleigh, NC
 27601
	 	Charlotte, NC Concorde, NC Gastonia, NC	 	1
	CycleBar Area Representative Agreement	 	CBF. LLC	 	 CB-

AR,
 LLC
	 	6/15/17	 	 135 E. Martin

St. Suite 201
 Raleigh, NC

27601
	 	 Raleigh, NC

Durham, NC
 Chapel Hill, NC
	 	1
	CycleBar Area Representative Agreement	 	CBF. LLC	 	 CB-
 AR,

LLC
	 	6/15/17	 	 135 E. Martin
 St. Suite 201

Raleigh, NC
 27601
	 	Richmond, VA Charlottesville, VA	 	1
	CycleBar Area Representative Agreement	 	CBF. LLC	 	 CB-

AR,
 LLC
	 	6/15/17	 	 135 E. Martin

St. Suite 201
 Raleigh, NC
	 	Knoxville, TN	 	1














																							
	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  
 27601

 
	  	  	  	  	  	  
	 CycleBar
Area
 Representative
 Agreement
	  	 	  	 CBF. LLC
	  	 	  	 CB-

AR,
LLC
	  	 	  	6/15/17	  	 	  	 135 E. Martin

St. Suite 201
 Raleigh, NC

27601
	  	 	  	
Greensboro, NC    
 Highpoint, NC
Winston-Salem, NC
	  	1
	 CycleBar Area

Representative
 Agreement
	  	 	  	CBF. LLC	  	 	  	 CB-
 AR,
LLC
	  	 	  	6/15/17	  	 	  	 135 E. Martin
 St. Suite 201

Raleigh, NC
 27601
	  	 	  	Boise, ID	  	1
	 CycleBar
Area
 Representative
 Agreement
	  	 	  	CBF. LLC	  	 	  	 CB-

AR,
LLC
	  	 	  	6/20/17	  	 	  	 135 E. Martin

St. Suite 201
 Raleigh, NC

27601
	  	 	  	 Portland, OR

Hillsboro, OR Vancouver, WA
	  	1
	 CycleBar Area

Representative
 Agreement
	  	 	  	CBF. LLC	  	 	  	 Pedal

Launch,
LLC
	  	 	  	 	  	 	  	 4290 S. Hudson    

Parkway,
 Cherry Hills,
CO 80113
	  	 	  	 The State of

Colorado
	  	23            

 *The structure of each Area Representative Agreement listed above requires CB-AR, LLC to maintain, or in the
alternative have access to, a CycleBar studio for the purposes of performing those certain services to CycleBar franchisees as outlined in the Area Representative Agreement. There is no minimum number of studios to be developed or maintained in each
Territory. 
  

	 	1.	 Development Agreements have been signed with the below parties: 



	 	a.	 Development Agreement – 4 Units – Dan Murphy - JCN Corporation dated March 5, 2015




	 	b.	 Development Agreement – 3 Units – Joel and Shirelle Vilmenay - Crescent City Cycle, LLC dated
March 5, 2015 



	 	c.	 Development Agreement – 3 Units – Patrick and Anna Walsh - RYR Colorado, LLC dated March 5, 2015




	 	d.	 Development Agreement – 3 Units – Marc & Lisa Palmer - Charlotte Cycle, Inc. dated March 25,
2015 



	 	e.	 Development Agreement – 3 Units – Joe Rothchild - GHM CB, LLC dated April 6, 2015




	 	f.	 Development Agreement – 4 Units – David Safai dated April 9, 2015 



	 	g.	 Development Agreement – 3 Units – Bryan Lively and Anne & Nick Monigold dated April 16, 2015




	 	h.	 Development Agreement – 8 Units – A. David Davis & Jacob Davis & John Krumdieck -
MdG Partners, LLC dated April 23, 2015 



	 	i.	 Development Agreement – 3 Units – Tejal Kamdar & Jason Snyder & Meera Kamdar dated
April 29, 2015 















	 	j.	 Development Agreement – 3 Units – Joe Cece & MaryLaurie Cece dated May 6, 2015




	 	k.	 Development Agreement – 3 Units – Brad Spivey & Trish Harrison - H&S Music City
Holdings, Inc. dated July 15, 2015 



	 	l.	 Development Agreement – 3 Units – Jeff Wayne - CB Michigan, LLC dated July 15, 2015




	 	m.	 Development Agreement – 4 Units – Torsten Schermer & Bob Lee & Catherine Lee -
ScherLeeUBike, LLC dated August 6, 2015 



	 	n.	 Development Agreement – 3 Units – Don Dasher & Lisa Hazen - Dog’s Breath Inn, Inc.
dated September 10, 2015 



	 	o.	 Development Agreement – 3 Units – Ekpedme Udoh & Brandon Grier - LGR LIFESTYLE, LLC dated
September 18, 2015 



	 	p.	 Development Agreement – 3 Units – Patty Harte dated October 9, 2015 



	 	q.	 Development Agreement – 3 Units – Lee Oesterling & Kirsten Rickers - Atlanta Cycle Studios,
LLC dated October 19, 2015 



	 	r.	 Development Agreement – 10 Units – Joseph Bouhadana & Moshe Klainbaum & Dan
Schachtel & Michael Shalom - SFL Cycle, LLC dated September 11, 2015 



	 	s.	 Development Agreement – 3 Units – John Fleming & Barbara Fleming - Corones, Inc. dated
November 27, 2015 



	 	t.	 Development Agreement – 3 Units – Lee Williams & Christine Williams dated December 8, 2015




	 	u.	 Development Agreement – 4 Units – J. Scott McBride & Chris Sommer - HighRev Lifestyle, Inc.
& McBride-5 Enterprise, LLC dated January 8, 2016 Development Agreement – 3 Units – Fred Ryser & Katie Ryser - PACKWOLF, LLC dated January 18, 2016 



	 	v.	 Development Agreement – 2 Units – Hayley Killam dated March 9, 2016 



	 	w.	 Development Agreement – 3 Units – Paul Schnapp & Anita Schnapp - Schnapp Enterprises, Inc.
dated March 31, 2016 



	 	x.	 Development Agreement – 3 Units – Mike Harris dated April 8, 2016 



	 	y.	 Development Agreement – 3 Units – Kathleen Boss dated April 13, 2016 



	 	z.	 Development Agreement – 4 Units – John Janszen & Michael Olander – JCM Kentucky Cycle,
LLC dated April 6, 2016 



	 	aa.	 Development Agreement – 12 Units – Bill McComb & Peter Wolf – CICLO Management, LLC
dated April 29, 2015 



	 	bb.	 Development Agreement – 2 Units – Dione & Tom Bailey dated November 24, 2015




	 	cc.	 Development Agreement – 3 Units – David Busker & David Batschelett – DB2 Fitness One,
LLC dated April 18, 2016 



	 	dd.	 Development Agreement – 4 Units – Ryan & Dennis Hardiman – Granny Gear Management, LLC
dated August 31, 2016 



	 	ee.	 Development Agreement – 3 Units – David Pelsue – DWP Enterprises, LLC dated October 7, 2016




	 	ff.	 Development Agreement – 3 Units – Mark Van Kirk dated November 3, 2016 



	 	gg.	 Development Agreement – 3 Units – John & Becky Wick – Wicked Spinning, LLC dated March
1, 2017 















	 	hh.	 Development Agreement – 3 Units – Tony Virella dated March 9, 2017 



	 	ii.	 Development Agreement – 4 Units – Saul & Lisa Locker dated March 10, 2017




	 	jj.	 Development Agreement – 3 Units – Loma & Bassam Ammar dated April 11, 2017




	 	kk.	 Development Agreement – 2 Units – Marty & Craig Coffey dated May 17, 2017




	 	ll.	 Development Agreement – 3 Units – Patrick Hickey dated May 31, 2017 



	 	mm.	 Development Agreement – 3 Units – April Amory & Kevin Grubb dated August 31, 2017




	 	nn.	 Development Agreement – 3 Units – Jay Smith & Rod King dated October 31, 2017




	 	oo.	 Development Agreement - 3 Units Joseph E. McGuire – dated 03-08-2018 



	 	pp.	 Development Agreement - 3 Units - Raymond J. Wicks and Joanne Diaz
dated 05-01-2018 



	 	qq.	 Development Agreement - 3 Units - Tracy A. Young and Daryl G. Young
dated 05-25-2018 


 CBF has entered into the following Development Agreements since December 31, 2016: 

 

	 	1)	 Development Agreement - CBF - Wicked Spinning, LLC Eff. 03-01-2017 



	 	2)	 Development Agreement - CBF - Anthony Virella - Socal Spin Group-1, LLC – Eff. 03-09-2017




	 	3)	 Development Agreement - CBF – Saul & Lisa Locker - Eff. 03-10-2017 



	 	4)	 Development Agreement CBF Canada, ULC – Loma Ammar & Bobby Ammar - Maverick Fitness Corp. –
Eff. 04-11 - 2017 



	 	5)	 Development Agreement - CBF – Patrick Hickey – Eff. 05-31-2017 



	 	6)	 Development Agreement - CBF – April Amory & Kevin Grubb – Eff. 08-31-2017 



	 	7)	 Development Agreement – CBF – Jay Smith & Rod King – Eff. 10-31-2017




	 	8)	 Development Agreement - CBF - Joseph E. McGuire – Eff. 03-08-2018 



	 	9)	 Development Agreement - CBF - Raymond J. Wicks and Joanne Diaz - Eff.05-01-2018 



	 	10)	 Development Agreement - CBF - Tracy A. Young and Daryl G. Young - Eff. 05-25-2018 



 

	 	2.	 Master Franchise Agreements have been signed with the following parties: 



	 	a.	 Master Franchise Agreement – 5 Units – Jeet Khanchandani – JSK Fitness, L.L.C. dated August 22,
2016 



	 	b.	 Master Franchise Agreement – 30 Units – Oliver Chipp – Elan Fitness Ltd. dated March 2, 2017



  

	 	3.	 CBF Franchise Agreements and Development Agreements have been amended, modified, accelerated, cancelled, or
terminated since December 31, 2016 as follows 















	 	1)	 CycleBar Termination Letter- Patrick Hickey (05-17-2018) 



	 	2)	 CycleBar Guarantor Release- Kathryn Maguire (eff. 04-13-2018) 



	 	3)	 CycleBar and Anthony Bonidy- Resale Assistance Agreement (ex. 04-11-2018) 



	 	4)	 CycleBar and Scott Openshaw- Opening Deadline Amendment (ex.
04-04-2018) 



	 	5)	 CycleBar and Sharon Elizabeth- Resale Assistance Agreement (ex.
04-03-2018) 



	 	6)	 CycleBar and Amy Snow- Resale Assistance Agreement (ex. 03-30-2018) 



	 	7)	 CycleBar and 313 Fitness- Resale Assistance Agreement (ex. 03-29-2018)




	 	8)	 CycleBar and CB-AR APA eff. 03-21-2018 



	 	9)	 Interim Studio Operations Agreement _CBF_M.D. Dolenc Enterprise_Eff. 7/27/17 



	 	10)	 Territory Swap Amendment - CBF_M.D. Dolenc Enterprise_Eff. 12/2/15 



	 	11)	 Development Agreement Amendment - CBF_RYR Colorado_Eff. 3/8/17 



	 	12)	 Resale Agreement - CBF_GHM_Eff. 3/16/17 



	 	13)	 Interim Studio Operations Agreement Renewal - CBF_Finition Inc._Eff. 4/25/17 



	 	14)	 Studio A/V Modification Agreement - CBF_Cycle Syndicate_Eff. 1/25/17 



	 	15)	 Transfer and Assignment Control (change of ownership transfer)- CBF_CICLO 3_Josabella_Eff. 7/10/17
(transferring CycleBar Winter Park to Matthew and Lauren Steinberg) 



	 	16)	 Transfer and Assignment Non-control transfer (entity transfer) - CBF_M.Schneider_CB Westend_Eff. 1/10/17




	 	17)	 Interim Studio Operations Agreement - CBF_Simjah Inc._Eff. 1/3/17 



	 	18)	 Transfer and Assignment Control (change of ownership transfer)- CBF_Simjah Inc._CB-DO, LLC_Eff. 7/16/17
(transfer to Olander) 



	 	19)	 Termination Agreement - CBF_CB Raleigh_Eff. 4/3/17 



	 	20)	 Transfer and Assignment Control (change of ownership transfer)- CBF_CB Raleigh_CBBrier, LLC_Eff. 4/3/17
(transfer to Olander) 



	 	21)	 Construction Modification Agreement - CBF_7Knots_Eff. 5/3/17 



	 	22)	 Territory Swap Amendment (2) - CBF_CB Michigan_Eff. 6/27/17 



	 	23)	 Studio A/V Modification Agreement - CBF_Philly Cycle Inc._Eff. 5/19/17 



	 	24)	 Studio A/V Modification Agreement - CBF_Sloboda Inc._Eff. 1/31/17 



	 	25)	 Studio A/V Modification Agreement - CBF_K&K Cycling_Eff. 4/10/17 



	 	26)	 Studio A/V Modification Agreement - CBF_LiquiD RVA_Eff. 3/14/17 



	 	27)	 Opening Deadline Extension and Release (2) - CBF_D.Dasher & L.Hazen_Eff. 3/12/17




	 	28)	 Termination Agreement - CBF_LGR LIFESTYLE_Eff. 1/31/17 



	 	29)	 Transfer and Assignment Control (change of ownership transfer)- CBF_K.Hoss & F.Clark_L.Lewis_Eff.
8/7/17 (transfer to Lisa Lewis) 















	 	30)	 Opening Deadline Extension and Release (4) - CBF_JMT Fitness Hillcrest_Eff. 1/20/17 



	 	31)	 Studio A/V Modification Agreement - CBF_Fit Endeavors I_Eff. 6/12/17 



	 	32)	 Studio A/V Modification Agreement - CBF_JM Cycle_Eff. 2/22/17 



	 	33)	 Termination Agreement - CBF_C.Goutal & C.Galle_Eff. 5/8/17 



	 	34)	 Site Acquisition Extension and Release - CBF_TDW Properties_Eff. 7/14/17 



	 	35)	 Resale Agreement - CBF_Next Level Cycling_Eff. 6/5/17 



	 	36)	 Resale Agreement - CBF_A.Rath & R.Rath_Eff. 1/27/17 



	 	37)	 Transfer and Assignment Non-control (entity transfer)- CBF_R.Korabik & E.Korabik_HTC Wellness_Eff.
3/20/17 



	 	38)	 Studio A/V Modification Agreement - CBF-Dev-Pro_Eff. 2/28/17 



	 	39)	 Transfer and Assignment Control (change of ownership transfer)- CBF_HighRev Lifestyle_HighRev Lifestyle2_Eff.
2/16/17 (transfer to new entity) 



	 	40)	 Termination Agreement - CBF_DalKor_Eff. 1/20/17 



	 	41)	 Opening Deadline Extension and Release - CBF_Fit Investments_Eff. 1/5/17 



	 	42)	 Opening Deadline Extension and Release - CBF_Schnapp Enterprises_Eff. 1/5/17 



	 	43)	 Studio A/V Modification Agreement - CBF_Schnapp Enterprises_Eff. 7/27/17 



	 	44)	 Opening Deadline Extension and Release - CBF_RockStrong Texas_Eff. 2/23/17 



	 	45)	 Studio A/V Modification Agreement - CBF_RockStrong Texas_Eff. 5/10/17 



	 	46)	 Opening Deadline Extension and Release - CBF_M.Harris_Eff. 2/28/17 



	 	47)	 Opening Deadline Extension and Release - CBF_A.Telford_Eff. 2/22/17 



	 	48)	 Studio A/V Modification Agreement - CBF_A.Telford_Eff. 3/3/17 



	 	49)	 Studio A/V Modification Agreement - CBF_JCM Kentucky Cycle_Eff. 3/3/17 



	 	50)	 Opening Deadline Extension and Release - CBF_K.Boss_Eff. 3/1/17 



	 	51)	 Opening Deadline Extension and Release - CBF_DB2 Fitness One_Eff. 2/22/17 



	 	52)	 Termination Agreement - CBF_D.Conway_Eff. 1/20/17 



	 	53)	 Opening Deadline Extension and Release - CBF_N.Fennell & C.Shill_Eff. 2/28/17 



	 	54)	 Opening Deadline Extension and Release - CBF_S.Zubrzycki & Jane Zubrzycki_Eff. 2/23/17




	 	55)	 Transfer and Assignment Non-control transfer (entity transfer) - CBF_S.Zubrzycki & Jane
Zubrzycki_Cycle Revolution Inc._Eff. 3/7/17 



	 	56)	 Opening Deadline Extension and Release - CBF_G.Venbrux & N.Venbrux_Eff. 2/23/17 




	 	57)	 Transfer and Assignment Non-control transfer (entity transfer) - CBF_C.Yates_Elevate Partners_Eff. 2/14/17




	 	58)	 Opening Deadline Extension and Release - CBF_Elevate Partners_Eff. 2/23/17 



	 	59)	 Opening Deadline Extension and Release - CBF_Cycle City_Eff. 2/22/17 



	 	60)	 Opening Deadline Extension and Release - CBF_Off Islander_Eff. 2/23/17 















	 	61)	 Termination Agreement Extension - CBF_L.Smith-Emeri & B.Emeri_Eff. 6/5/17 



	 	62)	 Opening Deadline Extension and Release - CBF_T.D.Douglas_Eff. 2/22/17 



	 	63)	 Transfer and Assignment Non-control transfer (entity transfer)- CBF_T.D.Douglas_Cycle WS_Eff. 5/24/17




	 	64)	 Opening Deadline Extension and Release - CBF_Echappe_Eff. 3/14/17 



	 	65)	 Opening Deadline Extension and Release - CBF_Spinenergy_Eff. 3/10/17 



	 	66)	 Termination Agreement - CBF_C.Gentry & C.Gentry &
K.Wison-Torres_Eff. 8/14/17 



	 	67)	 Opening Deadline Extension and Release - CBF_L.Barela & G.Barela & J.Thornton_Eff. 3/23/17




	 	68)	 Opening Deadline Extension and Release - CBF_J.Lundberg & E.Lundberg_Eff. 3/9/17




	 	69)	 Site Acquisition Extension and Release - CBF_S.McCaulley & J.Lanigan_Eff. 1/10/17




	 	70)	 Opening Deadline Extension and Release - CBF_C.Powell_Eff. 6/22/17 



	 	71)	 Opening Deadline Extension and Release - CBF_The Sharda Group_Eff. 5/24/17 



	 	72)	 Opening Deadline Extension and Release - CBF_MAGM Fitness_Eff. 8/14/17 



	 	73)	 Studio A/V Modification Agreement - CBF_MAGM Fitness_Eff. 5/15/17 



	 	74)	 Termination Agreement - CBF_B.Crell & E.Crell_Eff. 1/25/17 



	 	75)	 Site Acquisition Extension and Release - CBF_J.DiChiaro & K.DiChiaro_Eff. 1/10/17




	 	76)	 Opening Deadline Extension and Release - CBF_J.DiChiaro & K.DiChiaro_Eff. 8/8/17




	 	77)	 Transfer and Assignment Non-control transfer (entity transfer)- CBF_D.Bland_Positive Spin, LLC_Eff. 1/17/17




	 	78)	 Site Acquisition Extension and Release - CBF_D.Bland_Eff. 1/5/17 



	 	79)	 Opening Deadline Extension and Release - CBF_Positive Spin_8/7/17 



	 	80)	 Transfer and Assignment Non-control transfer (entity transfer)- CBF_S.Sklar-Mulcahy_On Your Left Side_Eff.
6/26/17 



	 	81)	 Site Acquisition Extension and Release - CBF_KaiNir_Eff. 1/10/17 



	 	82)	 Opening Deadline Extension and Release - CBF_KaiNir_Eff. 8/8/17 



	 	83)	 Transfer and Assignment Non-control transfer (entity transfer)- CBF_R.Giese & L.Sumner_Ideal
Cadence_Eff. 3/9/17 



	 	84)	 Site Acquisition Extension and Release - CBF_R.Giese & L.Sumner_Eff. 2/22/17 



	 	85)	 Site Acquisition Extension and Release - CBF_DWP Enterprises_Eff. 2/27/17 



	 	86)	 Site Acquisition Extension and Release - CBF_Hatfield Spinco_Eff. 3/1/17 



	 	87)	 Opening Deadline Extension and Release - CBF_Hatfield Spinco_Eff. 8/16/17 



	 	88)	 Site Acquisition Extension and Release - CBF_K&K FIT 4 LIFE_Eff. 2/28/17 



	 	89)	 Site Acquisition Extension and Release - CBF_M.Van Kirk_Eff. 3/8/17 



	 	90)	 Site Acquisition Extension and Release - CBF_Challenger 728_Eff. 2/23/17 



	 	91)	 Site Acquisition Extension and Release - CBF_MNM VENTURES_Eff. 3/6/17 



	 	92)	 Site Acquisition Extension and Release - CBF_A.Smith & N.Smith_Eff. 2/28/17 















	 	93)	 Site Acquisition Extension and Release - CBF_Desert Ventures CB1_Eff. 3/12/17 



	 	94)	 Site Acquisition Extension and Release - CBF_I&C Cycle_Eff. 3/15/17 



	 	95)	 Site Acquisition Extension and Release - CBF_L.Aquino_Eff. 5/23/17 



	 	96)	 Transfer and Assignment Non-control transfer (entity transfer)- CBF_K.Anderson &
E.Anderson_Lucky4_Eff. 8/1/17 



	 	97)	 Site Acquisition Extension and Release - CBF_K.Anderson & E.Anderson_Eff. 5/24/17




	 	98)	 Site Acquisition Extension and Release - CBF_S.Stelmach_Eff. 6/5/17 



	 	99)	 Site Acquisition Extension and Release - CBF_A.Virella_Eff. 8/7/17 



	 	100)	 Transfer and Assignment Non-control transfer (entity transfer)- CBF_A.Virella_Socal Spin Group-1_Eff. 8/7/17




	 	101)	 Site Acquisition Extension and Release - CBF_S.Locker & L.Locker_Eff. 8/2/17 



	 	102)	 Site Acquisition Extension and Release - CBF_ Mind Body Innovations_Eff. 8/7/17 



	 	103)	 Site Acquisition Extension and Release - CBF_Marshall CB_Eff. 8/2/17 



	 	104)	 Transfer and Assignment Non-control transfer (entity transfer)- CBF_T.Lotzer &
J.Lotzer_Spinsation_Eff. 6/6/17 



	 	105)	 Site Acquisition Extension and Release - CBF_Horology New_Eff. 8/10/17 



	 	106)	 Site Acquisition Extension and Release - CBCanadaF_Maverick Fitness Corp._Eff. 8/12/17 



	 	107)	 Site Acquisition Extension and Release - CBF_I.Pross & L.Pross_Eff. 8/14/17 



	 	108)	 Site Acquisition Extension and Release - CBF_E.Schiller_Eff. 8/8/17 



	 	109)	 Site Acquisition Extension and Release - CBF_H.Pool & K.Boynton_Eff 8/15/17 



	 	110)	 Site Acquisition Extension and Release - CBF_ALWAYS4WARD_Eff. 8/16/17 



	 	111)	 Transfer and Assignment Non-control transfer (entity transfer)- CBF_ M.Coffey_Coffey Bar_Eff. 7/16/17




	 	112)	 Site Acquisition Extension and Release - CBF_Coffey Bar_Eff. 8/16/17 



	 	113)	 Transfer and Assignment Non-control transfer (entity transfer)- CBF_J.Bass_J Bass Inc._Eff. 7/10/17




	 	114)	 Site Acquisition Extension and Release - CBF_J Bass Inc._Eff. 8/21/17 



	 	115)	 Site Acquisition Extension and Release - CBF_C.Straughan & K.Droby_Eff. 8/16/17 




	 	116)	
Transfer and Assignment Control (change of ownership 
transfer)-CBF_K.Hoss & F.Clark_It’s Cyclical_Eff. 8/7/17 (transfer of FA from Kim Hoss and Frances Clark to Lisa Lewis) 



	 	117)	 Studio A/V Modification Agreement - CBF_Heather Sommers, LLC_Eff. 4/10/17 



	 	118)	 Studio A/V Modification Agreement - CBF_Alpha Team Holdings LLC_Eff. 4/24/17 



	 	119)	 Studio A/V Modification Agreement - CBF_CB3 LLC_Eff. 5/30/17 



	 	120)	 Studio A/V Modification Agreement - CBF_Ohana Fitness, Inc._Eff. 9/7/17 



	 	121)	 Studio A/V Modification Agreement - CBF_Kraken Cycleworks, LLC_Eff. 9/11/17 



	 	122)	 Studio A/V Modification Agreement - CBF_Positive Spin, LLC_Eff. 9/13/17 















	 	123)	 Transfer and Assignment Control (change of ownership transfer)- CBF_Patricia Harte to Peak Cycle Holdings_Eff.
10/13/17 (transfer to new entity) 



	 	124)	 Termination Agreement- Wicked Spinning Eff. 10/18/2017 



	 	125)	 Opening Deadline Extension and Release - CBF_Desert Ventures CBI_Eff. 10/16/17 



	 	126)	 Opening Deadline Extension and Release - CBF_Challenger 728, LLC Eff. 10/16/17 



	 	127)	 Opening Deadline Extension and Release - CBF_Laura Aquino Eff. 10/16/17 



	 	128)	 Site Acquisition Extension and Release - CBF_Velo Fitness LLC Eff. 10/30/17 



	 	129)	 Transfer and Assignment Non-control transfer (entity transfer)- CBF_ K. Boss & S. Pineault to
Novaturient_Eff. 10/30/17 



	 	130)	 Studio A/V Modification Agreement - CBF_Dev-Pro, LLC_Eff. 10/30/17 



	 	131)	 Termination Agreement - CBF_Eminence 3 Holdings_Eff. 10/30/17 



	 	132)	 Opening Deadline Extension and Release - CBF_I & C Cycle, LLC Eff. 10/31/17 



	 	133)	 Opening Deadline Extension and Release - CBF_VK2, LLC Eff. 11/3/17 



	 	134)	 Site Acquisition Extension and Release - CBF_ Minty, Minesh, Davesh Patel Eff. 11/3/17 



	 	135)	 Site Acquisition Extension and Release - CBF_ Breathe Fitness, LLC Eff. 11/3/17 



	 	136)	 Opening Deadline Extension and Release - CBF_K. & E. Anderson Eff. 11/3/17 



	 	137)	 Resale Assistance Agreement – Holm Family Holdings_Eff. 11/13/17 



	 	138)	 Resale Assistance Agreement – Next Level Cycling_Eff. 11/13/17 



	 	139)	 Interim Studio Operations Agreement - CBF_MD Dolenc._Eff. 11/15/17 



	 	140)	 Studio A/V Modification Agreement - CBF_ MdG Seville, LLC_Eff. 11/15/17 



	 	141)	 Termination Agreement - CBF_S. & J. Jonietz Eff. 11/17/17 



	 	142)	 Transfer and Assignment Control (change of ownership transfer)- CBF_Eminence3 Holdings, LLC to CBBrier,
LLC_Eff. 11/20/17 (transfer to new entity) 



	 	143)	 Transfer and Assignment Non-control transfer (entity transfer)- CBF_ Avante-garde Fitness to AG3_Eff. 11/22/17




	 	144)	 Studio A/V Modification Agreement - CBF_ Zellman_Eff. 12/1/17 



	 	145)	 Transfer and Assignment Control (change of ownership transfer)- CBF_DCL Fitness, Inc. to JCM Kentucky Cycle,
LLC_Eff. 12/15/17 (transfer to new entity) 



	 	146)	 Termination Agreement - CBF_Smith-Emeri Eff. 12/15/17 



	 	147)	 Studio A/V Modification Agreement - CBF_ JCM Kentucky, LLC_Eff. 12/15/17 



	 	148)	 Transfer and Assignment Control (change of ownership transfer)- CBF_Deep Enterprises Eff. 12/18/17 (added new
owner-Bernstein) 



	 	149)	 Studio A/V Modification Agreement – CBF Spinergy_Eff. 1/3/18 















	 	150)	 Studio A/V Modification Agreement – CBF Benson_Eff. 1/4/18 



	 	151)	 Transfer and Assignment Non-control transfer (entity transfer)- CBF_ Williams to LJW74, Inc._Eff. 1/19/18




	 	152)	 Transfer and Assignment Control (change of ownership transfer)- CBF_ RYR Colorado to Locker Fit Lifestyle DTC
Eff. 2/2/18 (transfer to new entity) 



	 	153)	 Transfer and Assignment Control (change of ownership transfer)- CBF_ RYR Colorado to Locker Fit Lifestyle LoHi
Eff. 2/2/18 (transfer to new entity) 



	 	154)	 Termination Agreement - CBF_N. & A. Smith Eff. 2/22/18 














 (c)  

Area Development Agreement (ADA 
 Summary) - excluding
terminations 
  

																																							
	As
of:	  	 06/1
 8/18
	  	 	  	 	  	 	  	Franchisee
Information	  	  	  	 	  	Studio Information	  	 
	 	  	Area Name	  	State	  	Owner
ID	  	CP
License	  	Last
Name	  	First
Name	  	Franchisee
Phone	  	 Franchisee

Email
	  	ADA Date	  	Total
#
Studios
in
ADA	  	Develo
pment
Fee	  	#
Studios
Open
(PreSale)	  	Street	  	City	  	State	  	Zip	  	Studio
Phone	  	Develo
pment
Schedule	  	# Add’l
Studios
to be
Opened
	1	  	Stamford	  	CT	  	7001	  	1297	  	Ackerman 	  	Scott	  	917.
692.
8894	  	scott.ackerman
@clubpilates.com	  	10/25/16	  	6	  	$210,000	  	2	  	1063 Boston Post Road	  	Darien	  	CT	  	6880	  	 	  	03/25/17	  	4
		  	 	  	 	  	7001	  	1299	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	427 Post Road East	  	Westport	  	CT	  	6880	  	203-
 990-

1011
	  	01/25/18	  	 
		  	 	  	 	  	7001	  	1298	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	08/25/17	  	 
		  	 	  	 	  	7001	  	1300	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	06/25/18	  	 
		  	 	  	 	  	7001	  	1301	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	11/25/18	  	 
		  	 	  	 	  	7001	  	1302	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	04/25/19	  	 
	2	  	Manhattan 	  	NY	  	7002	  	1392	  	Acquista	  	Dominick 	  	Dom:
917.
774.
2853	  	 dominick.acquista 

@clubpilates.com
	  	01/31/17 	  	3	  	$125,000 	  	1	  	47 Murray 
Street	  	New
 York
	  	NY	  	10007	  	646-
 289-

5099
	  	12/04/16	  	2














																																																																											
							7002		1393																												01/31/18		
							7002		1394																												07/31/18		
	3		Renton		WA		7003		1036		Adams		Nikki		(253)
709-
1446		 nikki.adams
@clubpilates.com;

paul.adams
@clubpilates.com
		12/04/14		4		n/a -

pre-
acquisition
		3		 124

4th Ave South
		Kent		WA		98032		253.
709.
1446		12/04/16		1
							7003		1180																		 13382

Newcastle Commons Dr
		Newcastle		WA		98059		253-
499-
2233		12/30/16		
							7003		1035																		 143

106th Ave NE
		Bellevue		WA		98004		253-
709-
1446		08/17/15		
							7003		1037																												12/04/17		
	4		South Carolina		SC		7004		1430		Agnoff		Steve & Mindy		910-
313-
0230		 steve.agnoff
@clubpilates.com;

mindy.agnoff
@clubpilates.com
		03/08/17		3		$125,000		2		1121-F Military Cutoff Rd.,		Wilmington		NC		28405		910.
408.
2630		09/08/17		1
							7004		1431																		 1407

Barclay Pointe Blvd, Suite 403
		Wilmington		NC		28412		(910)
260-
5511		03/08/18		
							7004		1432																												09/08/18		
	5		Chicago		IL		7008		1303		Asbury		Janet		773.
983.
8165		janet.asbury
@clubpilates.com		10/26/16		3		$125,000		2		 1849

Green Bay Road, Suite 109
		Highland Park		IL		60035		224.
707.
0171		04/26/17		1














																																																																								
							7008		1304																		 1442

Waukegan Rd.
										10/26/17		
							7008		1305																												04/26/18		
	6		Madison		WI		7014		1329		Baldwin		Nathan & Erica		N:
608.
609.
5152		 nathan.baldwin
@clubpilates.com;

erika.baldwin
@clubpilates.com
		11/18/16		3		$125,000		2		390 S Grand Ave		Madison		WI		53711		608-
855-
9132		05/18/18		1
							7014		1330																		 2623

Monroe St Suite
 130
		Sun Prairie		WI		53590		608-
371-
1901		11/18/17		
							7014		1328																												05/18/18		
	7		Chicago		IL		7014		1383		Baldwin		Nathan & Erica		N:
608.
609.
5152		 nathan.baldwin
@clubpilates.com;

erika.baldwin
@clubpilates.com
		01/24/17		4		$165,000		2		901 W Madison St.										07/23/17		2
							7014		1384																												01/23/18		
							7014		1385																												07/23/18		
							7014		1386																												01/23/19		
	8		New Braunfels		TX		7020		1365		Becker		Lance & Sara		L:
512.
787.
3703		 lance.becker
@clubpilates.com;

sarah.becker
@clubpilates.com
		12/16/16		4		$165,000		3		 1935

W State Hwy
 46,

Suite
 104
		New Braunfels		TX		78132		830.
632.
9666		06/16/17		1














																																																																								
							7020		1367																		 20210

Stone Oak Parkway, Suite
 105
		San Antonio		TX		78258		866-
808-
1212		06/16/18		
							7020		1366																		 3300

East Broad St
 #130
		Mansfield		TX		76063		817-
592-
2555		12/16/17		
							7020		1649																												05/15/18		
	9		Simi Valley		CA		7023		1209		Bloore		Ken & Allison		K:
818.
917.
8114		 ken.bloore
@clubpilates.com;

allison.drury
@clubpilates.com
		08/17/16		3		$125,000		2		 2955

Cochran St
 #B201
		 Simi

Valley
		CA		93065		805.
261.
1444		02/19/17		1
							7023		1210																		 4020

E. Main St. #B-
 1-2
		Ventura		CA		93003		805.
856.
4424		08/19/17		
							7023		1211																												02/19/18		
	10		Savage		MN		7029		1276		Bounds		Steve & Angela		S:
303.
883.
4605		 steve.bounds
@clubpilates.com;

angela.bounds
@clubpilates.com
		09/29/16		6		$210,000		3		 14010

Highway 13
 South
		Minneapolis		MN		55378		952.
777.
5905		02/28/17		3
							7029		1277																		 16106

Pilot Knob Road, Suite 130
		Minneapolis		MN		55345		(952)
467-
8727		07/29/17		














																																																																											
							7029		1278																		 17760

MN-7, Minnetonka
		Minnetonka		MN		55345		952-
777-
4440		12/29/17		
							7029		1279																												05/29/18		
							7029		1280																												10/29/18		
							7029		1281																												03/29/19		
	11		Plano		TX		7032		1140		Buck		Chris and Nathalie		N:
214.
770.
5525		 nathalie.buck
@clubpilates.com;

chris.buck
@clubpilates.com
		04/11/16		3		$125,000		1		 6959

Lebanon Road, Ste
 121
		Frisco		TX		75034		469.
701.
1252		10/12/16		2
							7032		1141																												04/12/17		
							7032		1142																												10/12/17		
	12		Richmond		VA		7033		1452		Burleigh		Brian		804-
402-
0353		bryan.burleigh
@clubpilates.com		04/10/17		3		$125,000		1		 5454

Wyndham Forest Drive
		 Glen

Allen
		VA		23059		804-
250-
5170		10/10/17		2
							7033		1453																												04/10/18		
							7033		1454																												10/10/18		
	13		Highlands Ranch West		CO		7034		1574		Busse		Mary		Mary
(760)
801-
9416		mary.busse
@clubpilates.com		09/17/13		3		n/a -
pre-
acquisition		3		 200

Quebec, Bldg. 500,
Unit 109
		Denver		CO		80230				02/15/18		-














																																																																								
							7034		1066																		 2229

Wildcat Reserve Parkway
		Highlands
Ranch		CO		80129		720.
557.
9606		01/10/16		
							7034		1017																		 3033

E 1st Ave Suite
 102
		Denver		CO		80206		720-
233-
1352		02/15/18		
	14		Colorado State		CO		7034		1575		Busse		Mary		 Mary

(760)
801-
9416
		mary.busse
@clubpilates.com		03/31/14		2		$99,000		-												08/15/18		2
							7034		1576																												02/15/19		
	15		Norfolk		VA		7045		1455		Celia		Joe		917-
991-
0400		joe.celia
@clubpilates.com		04/10/17		3		$125,000		1		 4640

Casey Blvd Suite
 110
		Williamsburg		VA		23188		757-
772-
 6316
		10/10/17		2
							7045		1456																												04/10/18		
							7045		1457																												10/10/18		
	16		Tulsa		OK		7048		1372		Clark		Curt		918.
740.
0777		 curt.clark
@clubpilates.com;

victoria.clark
@clubpilates.com
		12/19/16		3		$125,000		2		 11476

S
 Union Ave Ste

102
		Jenks		OK		74037		918.
291.
1420		12/19/17		1
							7048		1371																		 9130

S Sheridan Rd
		Tulsa		OK		74133		918-
770-
7391		06/19/17		
							7048		1373																												06/19/18		














																																																																								
	17		 Short

Hills
		NJ		7052		1125		Collins		Caroline &
Dennis		 C: 917.
796.


9618
		 caroline.collins
@clubpilates.com;

dennis.collins
@clubpilates.com
		03/23/16		3		$125,000		3		 53

Main
 St
		Madison		NJ		07940		973-
765-
6260		03/23/17		-
							7052		1124																		 770

Morris Turnpike
		 Short

Hills
		NJ		07078		973.
710.
4755		09/23/16		
							7052		1126																		 25

Mountainview Blvd.
										09/23/17		
	18		 Missoula

& Asheville
		MT/ NC		7056		1449		Cropp		Kevin &
Hadley		 K: 919-


593-

 0337
		 kevin.cropp
@clubpilates.com;

hadley.cropp
@clubpilates.com
		04/07/17		3		$125,000		1		 One

Town Square Blvd Ste
 155
		Asheville		NC		28803		828-
318-
8800		10/07/17		2
							7056		1450																												04/07/18		
							7056		1451																												10/07/18		
	19		Lafayette		CA		7236		1102		Siva/Swift		Jan/Darrell		 520.


289.

 0439
		 jan.siva
@clubpilates.com;

darrel.swift
@clubpilates.com
		02/23/16		3		$125,000		1		 3506

Mt. Diablo Blvd.,

Suite E
		Lafayette,		CA		94549		925.
900.
5788		08/23/16		2
							7236		1103																												02/17/17		
							7236		1104																												08/16/17		
	20		Naples		FL		7063		1400		Deutsch		Adam		614.
309.
9890		adam.deutsch @clubpilates.com		02/15/17		6		$210,000		-												07/15/17		6














																																																																								
							7063		1401																												12/15/17		
							7063		1402																												05/15/18		
							7063		1403																												10/15/18		
							7063		1404																												03/15/19		
							7063		1405																												08/15/19		
	21		Westfield		NJ		7007		1136		Dimitrios/
Helen /
Arnold/Amy		Angelis / DeGarcia		D:
914.
772.
 9973A:
917.
921.
2595
		 dimitrios.angelis
@clubpilates.com;

helen.angelis
@clubpilates.com;

arnold.degarcia
@clubpilates.com;

amy.degarcia
@clubpilates.com
		03/31/16		3		$125,000		2		 225

Broad
 Ave
		Westfield		NJ		07090		908.
233.
0950		10/04/16		1
							7007		1137																		 277

Eisenhower Pkwy
		Livingston		NJ		7039		973.
62a521		04/04/17		
							7007		1138																												10/04/17		
	22		Belmar		CO		7073		1069		Easterly		Kevin		760.
845.
5686		kevin.easterly
@clubpilates.com		12/08/14		3		n/a -
pre-
acquisition		3		 11757

West Ken Caryl Avenue, Suite G
		Littleton		CO		80127		720.
579.
7285		01/00/00		-














																																																																											
							7073		1068																		 437 S

Wadsworth Blvd,
 Suite F
		Lakewood		CO		80226		720-
789-
1011		01/00/00		
							7073		1070																		 7600

Landmark Way, Suite B-106
		Greenwood Village		CO		80111		720-
546-
2100		10/01/17		
	23		Lehi		UT		7074		1346		Edmonds/Miller		 Mike & Becky/Scott

& Karie
		801.
707.
5630		 mike.edmonds
@clubpilates.com;

scott.miller
@clubpilates.com
		11/22/16		6		$210,000		3		 1140

E. Brickyard Rd.
 #30
		Salt Lake City		UT		84106		801-
939-
2300		09/29/17		3
							7074		1345																		 1881

W.
 Traverse Parkway,

Ste B
		Lehi		UT		84043		385-
831-
7077		04/29/17		
							7074		1347																		 530 W

500 S Suite D
		Bountiful		UT		84010		801-
317-
1766		03/01/18		
							7074		1348																												07/29/18		
							7074		1349																												12/29/18		
							7074		1350																												05/29/19		
	24		 Pembroke

Pines
		FL		7075		1288		Elgarresta / Harper		Ed / Christina		E:
305.
606.
6198		 ed.elgarresta
@clubpilates.com;

christina.elgarresta
@clubpilates.com
		10/07/16		4		$165,000		2		 10045

Cleary
 Blvd
		Plantation		FL		33324		(954)
280-
2582		10/11/17		2














																																																																								
							7075		1287																		 14954

Pines
 Blvd
		 Pembroke

Pines
		FL		33027		954-
500-
2582		04/11/17		
							7075		1289																												04/11/18		
							7075		1290																												10/11/18		
	 25
		Klein		TX		7078		1087		Fichaud / Bryan		Chris / Susan		C:
713-
254-
0213
 S:
713.
882.
8873
		 chris.fichaud
@clubpilates.com;

susan.bryan
@clubpilates.com
		11/30/15		3		$125,000		2		 7316

Louetta Road
 #B302
		Spring		TX		77379		(281)
607-
2485		05/30/16		1
							7078		1088																		 9955

Barker Cypress Ste
 215
		Cypress		TX		77433		832-
653-
9419		11/30/16		
							7078		1089																												05/30/17		
	 26
		Indian Lake		TN		7079		1246		Fielder		Tom		615.
579.
3070		tom.fielder
@clubpilates.com		09/22/16		6		$210,000		2		 217

Indian Lake Blvd. Ste.
 1002
		Hendersonville		TN		37075		615.
270.
2470		02/23/17		4
							7079		1247																		 4326

Harding Pike, Suite
 105
		Nashville		TN		37205		615.
988.
4488		07/23/17		
							7079		1248																												12/23/17		














																																																																														
							7079		1249																												05/23/18		
							7079		1250																												10/23/18		
							7079		1251																												03/23/19		
	27		Austin		TX		7081		1333		Fraser		Theresa & Glenn		T:
858.
750.
8595		theresa.fraser
@clubpilates.com		11/21/16		3		$125,000		2		 166

Hargraves Drive, Suite
 500
		Austin		TX		78737		512-
212-
7525		11/22/17		1
							7081		1332																		 2712

Bee Cave Rd
		Austin		TX		78746		512.
515.
1440		05/22/17		
							7081		1334																												05/22/18		
	28		Cleveland		OH		7085		1425		Gage		Anita		330-
714-
6792		anita.gage
@clubpilates.com		03/02/17		6		$210,000		4		 311

Park Ave., Ste. 123
		Orange		OH		44122		440-
703-
6077		01/07/18		2
							7085		1426																		 34348

Aurora Rd Unit
 19
		Solon		OH		44139		440-
201-
7064		06/07/18		
							7085		1424																		 8474

East Washington St. Unit
 11
		Chagrin Falls		OH		44023		440-
804-
5110		08/07/17		
							7085		1427																		 118 W

Streetsboro
 St.,

Room 25
										11/07/18		














																																																																														
							7085		1428																												04/07/19		
							7085		1429																												09/07/19		
	29		Tucson		AZ		7087		1284		Garrison		Kathy		520.
444.
0163		kathy.garrison
@clubpilates.com		10/06/16		3		$125,000		3		 6872

EAST SUNRI SE DRIVE,
 #150
		Tucson		AZ		85750		520.
428.
0130		04/06/17		-
							7087		1285																		 7972

N Oracle Rd
		 Oro

Valley
		AZ		85704		(520)
244-
3300		10/06/17		
							7087		1296																		 9245

Virginia Pkwy, Suite
 #200
										04/06/18		
	30		Scottsdale		AZ		7088		1153		Gatzemeier		Don &
Emma		602.
663.
2049		don.gatzemeier
@clubpilates.com		05/16/16		3		$125,000		2		 16447

N.
 Scottsdale Rd.

Suite 119
		Scottsdale		AZ		85254		480.
447.
4044		11/17/16		1
							7088		1155																		 20910

N. Tatum Blvd., Suite 110
		Phoenix		AZ		85050		480.
795.
3357		11/17/17		
							7088		1154																												05/17/17		














																																																																											
	31		 New

York
		NY		7093		1357		Goldenberg		Louisa		646.
729.
3230		 louisa.goldenberg
@clubpilates. com;

michael.goldenberg
@clubpilates.com
		12/12/16		3		$125,000		1		 485

Kings Highway
		Brooklyn		NY		11223		(718)
701-
0109		06/12/17		2
							7093		1358																												06/12/18		
							7093		1359																												12/12/17		
	32		Winter Park		FL		7094		1145		Goldman		Christine		321.
231.
5262		christine.goldman
@clubpilates.com		04/15/16		3		$125,000		1		 1222

N. Orange Ave.
 Ste B
		Winter Park		FL		32789		407.
960.
7042		10/15/16		2
							7094		1147																												10/15/17		
							7094		1689																												10/15/17		
	33		 Sugar

Land
		TX		7098		1282		Gowens		Bret		832.
659.
4501		bret.gowens
@clubpilates.com		09/29/16		2		$99,000		2		 3157

Highway 6
		 Sugar

Land
		TX		77478		281.
369.
4977		03/29/17		-
							7098		1283																		 8740

Hwy 6
 #100
										09/29/17		
	34		Jacksonville		FL		7099		1212		Graham		Rick & Dawn		R:
210.
559.
1732		 rick.graham
@clubpilates.com;

dawn.graham
@clubpilates.com
		08/23/16		3		$125,000		2		 14035

Beach Blvd. Suite G
		Jacksonville		FL				904-
289-
8300		02/23/17		1
							7099		1213																		 11112

San Jose Blvd.
 # 6
										08/23/17		
							7099		1214																												02/23/18		














																																																																											
	35		DC		VA		7100		1291		Grams		Michael		703-
949-
0378		michael.grams
@clubpilates.com		10/10/16		3		$125,000		2		 1101

S. Joyce St.,
 Suite
B14
		Arlington		VA		22202		571-
429-
4690		04/12/17		1
							7100		1292																		 1521

Boyd Pointe Way
 Suite B
										10/12/17		
							7100		1293																												04/12/18		
	36		St. Petersburg		FL		7103		1165		Griffin		Jim		224.
436.
0647		 jim.griffin
@clubpilates.com;

catherine.griffin
@clubpilates. com
		05/31/16		6		$210,000		4		 11677

San Vicente Blvd Ste,
 304
		Los Angeles		CA		90049		424-
368-
2650		11/31/16		2
							7103		1167																		 15230

Sunset Blvd
		Pacific Palisades		CA		90272		424-
252-
9868		11/31/17		
							7103		1164																		 120

Central Avenue
		St. Petersburg		FL		33701		(727)
550-
0100		11/31/18		
							7103		1163																		 938

South Howard Ave
		Tampa		FL		33606		813-
607-
2990		05/31/18		
							7103		1166																												05/31/17		
							7103		1168																												05/31/19		
	37		Maryland		MD		7104		1318		Grover		Jan & Chuck		240.
578.
0093		jan.grover
@clubpilates.com; chuck.grover
@clubpilates.com		11/15/16		3		$125,000		1		4959 Westview Dr. Suite D		Frede rick		MD		21703		301-
304-
4880		05/16/17		2














																																																																																				
							7104		1319																												11/16/17		
							7104		1320																												05/16/18		
	38		Tempe		AZ		7108		1133		Guzick		Bill / Jennifer		J:
480.
695.
 7116Bill:
480.
826.
4181
		 jennifer.guzick
@clubpilates.com;

bill.guzick
@clubpilates.com
		03/31/16		3		$125,000		2		 1825

East Guadalupe Ste F-102
		Tempe		AZ		85283		480.
566.
0335		09/30/16		1
							7108		1134																		 4085

South Gilbert Road, Shops B -
Suite 5
		Chandler		AZ		85249		480.
771.
4459		03/31/17		
							7108		1135																												09/30/17		
	39		Orange County		CA		7109		1052		Hammett		Emily		Emily
 (626)
233-
9220
		emily.hammett
@clubpilates.com		03/04/15		4		$165,000		4		 15080

Kensington Park Dr, Suite G300
		Tustin		CA		92782		949.
529.
0704		10/23/16		-
							7109		1050																		 17767

Santiago Blvd., Suite 610
		Villa
 Park
		CA		92861		714.
202.
6404		01/00/00		














																																																																																				
							7109		1051																		 21612

Plano Trabuco Road, Suite A
		Trabuco Canyon		CA		92679		949.
534.
2023		10/23/16		
							7109		1053																		 802

Avenida Talega
 Ste 104
		San Clemente		CA		92673		949-
391-
3704		05/15/17		
	40		Charlotte		NC		7113		1169		Harris		Doug		704.
491.
6717		 doug.harris
@clubpilates.com;

kris.harris
@clubpilates.com
		06/03/16		3		$125,000		2		 10822

Providence Rd
 Ste 800
		Charlotte		NC		28277		980.
272.
481		12/01/16		1
							7113		1170																												06/01/17		
							7113		1171																												12/01/17		
	41		Longmont		CO		7115		1072		Hendricks		Joe		Joe
303-
513-

4498Kelly
720-
355-
1954
		kelly.hendricks
@clubpilates.com		08/17/15		3		$125,000		3		 2850

Baseline Road
		Boulder		CO		80303		720-
675-
9435		02/07/17		-
							7115		1073																		 535 W

south Boulder Rd.
		Lafayette		CO		80026		720-
442-
0842		08/11/16		
							7115		1071																		 700

Ken
 Pratt Boulevard
		Longmont		CO		80501		720.
442.
8385		02/13/16		














																																																																																				
	42		Austin		TX		7117		1336		Hernandez/Lindner		Hector /  Molly		512.
593.
3652		 hector.hernandez
@clubpilates. com;

molly.lindner
@clubpilates.com
		11/22/16		3		$125,000		2		 2800

South IH-35,
Suite 160
		Round Rock		TX		78681		512-
399-
5216		11/23/17		1
							7117		1335																		 5001

183A
 Toll Road Suite G400
		 Cedar

Park
		TX		78613		512.
399.
5212		05/23/17		
							7117		1337																												05/23/18		
	43		Sacramento		CA		7120		1189		Holmes		Brian		B:
661.
332.
2233		 brian.holmes
@clubpilates.com;

adrian.holmes
@clubpilates.com
		07/01/16		4		$165,000		3		 2529

Fair Oaks Blvd
		Sacramento		CA		95825		916.
400.
9225		07/01/17		1
							7120		1190																		 2766 E.

Bidwell St.
Suite 100
		Folsom		CA		95630		916-
597-
0799		12/28/17		
							7120		1188																		 8235

Laguna Blvd.
 #120
		 Elk

Grove
		CA		95758		916.
936.
2582		01/02/17		
							7120		1191																												06/26/18		
	44		Hoboken		NJ		7122		1175		Horvath		Emese		770.
910.
2934		emese.horvath
@clubpilates.com		06/20/16		3		$125,000		2		 1400

Hudson Street

 Suite 3C
		Hoboken		NJ		07030		201-
839-
6648		12/21/16		1














																																																																														
							7122		1176																		 45-4

Riverwalk Pl.,
		West New York		NJ		07093		201.
875.
1550		06/21/17		
							7122		1177																												12/21/17		
	45		Scottsdale		AZ		7128		1205		Jacobs		Keith		K:
910-
274-
8201		 keith.jacobs
@clubpilates.com;

yvette.jacobs
@clubpilates.com
		07/29/16		3		$125,000		3		 3750 E.

Indian School Road
		Phoenix		AZ		85018		480.
372.
4692		01/29/18		-
							7128		1204																		 8787 N. Scottsdale Rd.

Ste23 2
		Scottsdale		AZ		85253		480-
462-
1299		07/29/17		
							7128		1203																		9301 E. Shea Unit 104		Scottsdale		AZ		85260		480.
771.
3774		01/29/17		
	46		Baltimore		MD		7133		1368		Kay / Bateman		Karla /  Liana		717.
825.
6150		 karla.kay
@clubpilates.com;

liana.bateman
@clubpilates.com
		12/16/16		3		$125,000		2		 100

Shawan Rd. Suite C
		 Hunt

Valley
		MD		21030		443-
541-
5505		06/16/17		1
							7133		1369																		 10209

GRAND CENTRAL AVE., SUITE 110
		Ownings Mills		MD		21117		443.
541.
5424		12/16/17		














																																																																											
							7133		1370																												06/16/18		
	47		Ft. Lauderdale		FL		7136		1271		Kennedy		Kelly		305.
389.
5399		kelly.kennedy
@clubpilates.com		09/22/16		3		$125,000		3		 7050 W. Palmetto Park Rd

#49/50
		 Boca

Raton
		FL		33433		561.
717.
2120		03/27/17		-
							7136		1270																		 Linton

Blvd.
 & Lavers Ave.
		Delray Beach		FL		33444		0		09/27/17		
							7136		1272																		#N/A										03/27/18		
	48		Sarasota		FL		7138		1462		Kilcullen /  Keith		Peter / Gary		P:
727.
647.
0429		0		04/14/17		3		$125,000		2		 5408

Lockwood Ridge Rd
		Bradenton		FL		63385		636-
856-
5270		10/14/17		1
							7138		1463																		8210 S. Tamiami Trail		Sarasota		FL		34238		941-
567-
6128		04/14/18		
							7138		1464																												10/14/18		
	49		Saratoga		CA		7141		1112		Ko/Wu		Ken/Jessie		k:
408.
641.
1511		 ken.ko
@clubpilates.com;

jessie.wu
@clubpilates.com
		03/15/16		3		$125,000		2		 14410

Big Basin Way, STE E
		Saratoga		CA		95070		669.
256.
5200		09/16/16		1
							7141		1113																		 4338

Moorpark Ave
		 San

Jose
		CA		95129		669-
200-
5098		03/16/17		














																																																																																	
							7141		1114																												09/16/17		
	50		Chicago		IL		7144		1433		Kohn		Eric & Kristin		773-
580-
9602		 eric.kohn
@clubpilates.com;

kristin.kohn
@clubpilates.com
		03/08/17		6		$210,000		2		 810 E.

Ogden Ave., Unit
 25
		Westmont		IL		60559		630-
538-
7235		08/08/17		4
							7144		1434																		 708

Lake
 St.
										01/08/18		
							7144		1435																												06/08/18		
							7144		1436																												11/08/18		
							7144		1437																												04/08/19		
							7144		1438																												09/08/19		
	51		San Carlos		CA		7151		1184		Lance		 Renata and

Sean
		Renata
 (650)
759-
3283
		 renata.lance
@clubpilates.com;

sean.lance
@clubpilates.com
		05/12/14		3		n/a -
pre-
acquisition		3		 1921

Douglas Boulevard, Suite
 104
		Roseville		CA		95661		916.
318.
9908		12/31/16		-
							7151		1019																		 490

South California
 Ave
		 Palo

Alto
		CA		94306		843-
800-
8991		02/01/16		
							7151		1018																		 50 El

Camino Real,
 #50
		San Carlos		CA		94070		650-
722-
4710		01/00/00		
							7151		1363																												06/15/17		














																																																																														
	52		Atlanta		GA		7155		1354		Ledford		Mandy		828.
925.
3263		mandy.ledford
@clubpilates.com		11/30/16		3		$125,000		2		Church St & N Decauter Rd		Deautur		GA				(770)
299-
9513		05/30/17		1
							7155		1355																		 2943 N.

Druid Hills Rd. NE
 #460
										11/30/17		
							7155		1356																												05/30/18		
	53		Alexandria		VA		7156		1439		Lee		Mindy		540-
419-
5079		mindy.lee
@clubpilates.com		04/18/17		3		$125,000		-												09/13/17		3
							7156		1465																												03/18/18		
							7156		1466																												09/18/18		
	54		New Hyde Park		NY		7160		1306		Lo		David		D:
646.
379.
0824
 M:
516.
527.
4712
		 david.lo
@clubpilates.com;

michelle.lo
@clubpilates.com
		10/26/16		3		$125,000		1		 1632

Marcus Ave.
		New Hyde Park		NY		11040		516-
654-
6938		04/26/17		2
							7160		1307																												10/26/17		
							7160		1308																												04/26/18		
	55		Brickell		FL		7106		1105		 Maria

Gutierrez
		Tania Peck		T:
786.
218.
3572
 M:
954.
673.
1536
		 Tania.peck
@clubpilates.com;

Mariaisabel.gutierrez
@clubpilates.com
		02/26/16		2		$99,000		2		 117 SW

10th Ste
 #103
		Miami		FL		33130		786.
509.
9831		08/24/16		-
							7106		1107																		 30 NW

34th
 St #2
		Miami		FL		33127		(blank)		08/24/17		














																																																																											
							7106		1106																		 5855

SW 72
 St
		 South

Miami
		FL		33143		(786)
577-
9651		08/24/17		
	56		Highland Village		TX		7168		1255		Martin		Todd & Debi		D:
972.
977.
7277		 debi.martin
@clubpilates.com;

todd.martin
@clubpilates.com
		09/26/16		7		$300,000		4		 2317

North Tarrant
 Parkway, Suite

423
		Fort Worth		TX		76177		682.
312.
6030		05/23/18		3
							7168		1252																		 2540

Justin Rd. Suite
 177
		Highland Village		TX		75077		972.
597.
4275		02/23/17		
							7168		1253																		 4000 N. MacArthur Blvd. Ste

#A122
		Irving		TX		75038		469.
214.
4822		07/23/17		
							7168		1254																		 4701

Colleyville Blvd. Ste
 430
		Dallas		TX		76034		817.
409.
6970		12/23/17		
							7168		1256																												10/23/18		
							7168		1257																												03/23/19		
							7168		1258																												08/23/19		
	57		DFW		TX		7177		1259		Millwee		Sarah		310-
795-
7465		sarah.millwee
@clubpilates.com		04/05/18		3		$30,000														10/05/18		














																																																																											
							7177		1260																												04/05/19		
							7177		1261																												10/05/19		
	58		Portland		OR		7171		1421		McCartney		Alyssa		503-
740-
5025		alyssa.mccartney
@clubpilates.com		03/02/17		3		$125,000		1		 12900

SE
 162nd
Ave.,
Ste. 101
		Happy Valley		OR		97086		(971)
236-
7634		09/03/17		2
							7171		1422																												03/03/18		
							7171		1423																												09/03/18		
	59		Emeryville		CA		7175		1118		Miller		Jerry & Melissa		M:
510.
919.
4484		 melissa.miller
@clubpilates.com;

jerry.miller
@clubpilates.com
		03/18/16		3		$125,000		1		 2651

Blanding Avenue, Suite D
		Alameda		CA		94501		(510)
578-
8593		09/18/16		2
							7175		1119																												03/18/17		
							7175		1120																												09/18/17		
	60		Framingham		MA		7176		1221		Miller		Mike & Tammy		T:
860.
817.
8995		 tammy.miller
@clubpilates.com;

mike.rizzo
@clubpilates.com
		08/25/16		6		$210,000		2		 25

Prospect St
		Framingham		MA		01701		774.
999.
0209		01/25/17		4
							7176		1222																		 389

Revolution Dr
		Somerville		MA		02145		857-
997-
2580		06/25/17		
							7176		1223																												11/25/17		














																																																																											
							7176		1224																												04/25/18		
							7176		1225																												09/25/18		
							7176		1226																												02/25/19		
	61		Miami		FL		7178		1243		Mochon / Rosentgberg		Daniela /  Horacio		D
786.
301.
2759		 daniela.mochon
@clubpilates. com;

horacio.rosentgberg
@clubpilates.com
		09/16/16		3		$125,000		2		 16850

Collins
 Ave

#113D
		Sunny Isles Beach		FL		33160		786-
765-
4646		03/11/17		1
							7178		1244																		 19021

Biscayne Blvd.
										09/11/17		
							7178		1245																												03/11/18		
	62		St. Paul		MN		7185		1339		Nelson		Topher		612.
723.
6075		topher.nelson
@clubpilates.com		11/23/2016*		6		$210,000		3		 3845

Lexington Avenue North,
Suite 111
		 Arden

Hills
		MN		55126		651-
383-
4640		11/23/17		3
							7185		1338										*Amended
11/21/17								4717 N. Highway 61		White Bear Lake		MN		51110		651.
505.
4200		05/23/17		
							7185		1340																		 10945

Club Westparkway NE
Suite 150
										05/23/18		














																																																																														
	63						7185		1646																												10/23/18		
							7185		1647																												03/23/19		
							7185		1648																												08/23/19		
	64		Seattle		WA		7186		1441		Nicholson		Candi		206-
661-
7334		candi.nicholson
@clubpilates.com		03/03/17		3		$125,000		1		124
 Denny

Way
		Seattle		WA		98109		206-
661-
7334		09/14/17		2
							7186		1442																		425
 Fairview
Ave N
										03/14/18		
							7186		1443																												09/14/18		
	65		Santa Clarita		CA		7191		1458		Ovakimian		Sarkis /  Esther		S:
818.
675.
5061		 sarkis.ovakimian
@clubpilates.com;

ester.plavdjian@
clubpilates.com
		04/10/17		4		$165,000		2		27736
 McBean
Pkwy
		Valencia		CA		91354		(661)
977-
6622		10/10/17		2
							7191		1092																		5077
 Lankershim
Boulevard
Suite F
		North Hollywood		CA		91601		818-
2103
422		06/22/16		
							7191		1459																												04/10/18		
							7191		1460																												10/10/18		
	66		Symmes Township		OH		7192		1115		Pallatroni		Bob		513.
225.
4475		bob.pallatroni
@clubpilates.com		03/17/16		3		$125,000		1		12088
 Montgomery

Road
		Cincinnati		OH		45249		513.
766.
9008		09/17/16		2














																																																																											
							7192		1116																												03/17/17		
							7192		1117																												09/17/17		
	67		Mooresville		NC		7196		1262		Pennypacker		John		980.
240.
1792		john.pennypacker
@clubpilates.com		09/20/16		3		$125,000		3		 146

Mooresville Commons Way
Unit 25
		Mooresville		NC		28117		980.
260.
0000		03/23/17		-
							7196		1263																		 9525

Birkdale Crossing Drive
Ste 102
		Huntersville		NC		28078		704-
631-
5600		09/23/17		
							7196		1264																		 2373

Len
 Patterson Road Suite

103
										03/23/18		
	68		Lincoln Park		IL		7200		1127		Phelps		Abby		312.
399.
3256		abby.phelps
@clubpilates.com		03/30/16		3		$125,000		2		2047 N. Clybourn Ave		Chicago		IL		60614		312.
734.
1069		09/30/16		1
							7200		1128																		4023 N
Lincoln Ave		Chicago		IL		60618		773-
789-
7507		03/30/17		
							7200		1129																												09/30/17		














																																																																					
	69		Carrollwood		FL		7201		1172		Philyaw		Nathan		904.
635.
0298		nathan.philyaw
@clubpilates.com		06/03/16		3		$125,000		2		13158 N Dale Mabry Hwy		Tampa		FL		33618		813.
773.
3880		12/03/16		1
							7201		1173																		 28249

Paseo
 Drive

#190
		Wesley Chapel		FL		33543		813.
607.
6655		06/03/17		
							7201		1174																												12/03/17		
	70		Marin		CA		7203		1240		Poletti		Natalie		 650.
302.

1285
		natalie.poletti
@clubpilates.com		08/30/16		3		$125,000		1		 208

Vintage Way,
 Ste G-10
		Novato		CA		94945		415.
761.
1315		03/02/17		2
							7203		1241																												08/30/17		
							7203		1242																												03/02/18		
	71		Spring Valley		NV		7210		1028		Rechester		Victoria/
Emil		Victoria (323)
899-
7083		emil.rechester
@clubpilates.com		11/06/14		4		n/a -
pre- acquisition		3		10525 S. Eastern Ave.
Ste 140		Henderson		NV		89052		702.
907.
2758		02/06/17		1
							7210		1027																		5060 S Fort Apache Ste 115		 Las

Vegas
		NV		89148		702-
608-
1396		01/00/00		
							7210		1029																		 7460 W Lake Mead Blvd.

#E1
		 Las

Vegas
		NV		89108		702-
979-
2422		08/06/18		
							7210		1030																												02/06/20		














																																																																								
	72		Scarsdale		NY		7212		1192		Rhyu		Heather		 310.

972.
8786
		heather.rhyu
@clubpilates.com		07/14/16		3		$125,000		2		 365

Central Park
 Avenue
		Scarsdale		NY		10583		914.
449.
4411		01/15/17		1
							7212		1193																		 875

Saw Mill River Rd
		Ardsley		NY		10502		914-
292-
1292		07/15/17		
							7212		1194																												01/15/18		
	73		Louisville		KY		7217		1396		Ryser		Fred		 F:
347.
997.
2052

K:
917.
597.
4334
		 fred.ryser
@clubpilates.com;

katie.ryser
@clubpilates.com
		01/31/17		3		$125,000		2		 12955

Shelbyville Road,
suite 102
		Louisville		KY		40243		502-
 907-

2364
		01/31/18		1
							7217		1395																		 4600

Shelbyville Road,
suite 104
		Louisville		KY		40243		502-
 907-

1577
		07/31/17		
							7217		1397																												07/31/18		
	74		Portland		OR		7220		1228		Sander		Scott & Misty		S:
971.
998.
0279		 scott.sander
@clubpilates.com;

misty.sander
@clubpilates.com
		08/25/16		3		$125,000		2		 2725

SW Cedar Hills Blvd., Suite

100
		Beaverton		OR		97005		205-
 440-

2953
		08/25/17		1
							7220		1227																		 7515

SW Barnes Rd. Ste 102
		Portland		OR		97225		971.
249.
8555		02/25/17		














																																																																								
							7220		1229																												02/25/18		
	75		Paramus		NJ		7223		1090		Sapka		Allison /  Chris		 C: 201.
916.
3359

A: 973.
951.
2074
		 allison.sapka
@clubpilates.com;

chris.sapka
 @clubpilates.com
		07/01/16		3		$125,000		3		 525

Cedar
 Hill

Ave
		Wyckoff		NJ		07481		201.
447.
2500		06/22/16		-
							7223		1185																		 West

Grand Aveand Mercedes Drive
		Montvale		NJ		7645		201-
822-
5260		12/28/16		
							7223		1186																		 700

Paramus Park
										06/26/17		
	76		Chicago		IL		7225		1215		Schlichting		Steve & Robin		 S: 815.

985.
1337
		 steve.schlichting
@clubpilates.com;

robin.schlichting
@clubpilates.com
		08/23/16		3		$125,000		2		 3065 N. Perryville

Rd.,
Ste #147
		Rockford		IL		61114		815.
860.
0710		02/23/17		1
							7225		1216																		 2517

N. County Line Rd.
										08/23/17		
							7225		1217																												02/23/18		
	77		Texas		TX		7228		1361		Schriever		Delma / Rick		281.
840.
0864		delma.schriever
@clubpilates.com; rick.schriever
@clubpilates.com;		12/14/16		3		$125,000		2		 2323

Clear Lake City Blvd, Suite 183
		Houston		TX		77062		832-
584-
4120		12/14/17		1














																																																																								
							7228		1360																		 3875 E.

League City Pkwy
		League City		TX		77573		832-
920-
3198		06/14/17		
							7228		1362																												06/14/18		
	78		North Raleigh		NC		7229		1230		Schuck/Smith/
Ruggieri		David /  Jon / Joe		D:
336.
404.
7871		 david.schuck
@clubpilates.com;

jon.smith
@clubpilates.com;

joe.ruggieri
@clubpilates.com
		08/25/16		6		$210,000		4		 9400

Fallsof Neuse Rd
		Raleigh		NC		27615		919.
670.
3077		01/25/17		2
							7229		1232																		 1800 E. Franklin Street

#9
		Chapel Hill		NC		27514		919.
781.
8089		06/25/17		
							7229		1234																		 1104

Parkside Main Street
		Cary		NC		27519		919.
899.
9035		11/25/17		
							7229		1233																				Raleigh		NC		27609		(707)
559-
9110		04/25/18		
							7229		1231																				 Holly

Springs
		NC						09/25/18		
							7229		1235																												02/25/19		














																																																																								
	79		Pleasanton		CA		7232		1096		Shiraki		Robert/
Jessica		R: 650.
766.
5900		 robert.shiraki
@clubpilates.com;

jessica.shiraki
@clubpilates.com
		02/15/16		6		$210,000		2		 6766

Bernal Ave.
Suite 530
		Pleasonton		CA		94566		925.
255.
0880		03/28/17		4
							7232		1097																		 3418

Camino Tassajara
		Danville		CA		94506		925
854
5500		09/28/17		
							7232		1098																												03/28/18		
							7232		1099																												02/15/18		
							7232		1100																												08/15/18		
							7232		1101																												02/15/19		
	80		Dallas		TX		7242		1273		Springer		Bobby		615.
268.
9432		bobby.springer
@clubpilates.com/ sonya.springer
@clubpilates.com		09/21/16		3		$125,000		2		 1221

Flower Mound Rd Ste 320
		Flower Mound		TX		75028		817.
668.
0108		03/28/17		1
							7242		1274																		480 W. Southlake Boulevard,
suite 131		Southlake		TX		76092		817-
668-
0011		09/28/17		
							7242		1275																												03/28/18		
	81		 San

Francisco
		CA		7243		1159		Srivastava		Amit &  Seema		408.
202.
9619		seema.srivastava
@clubpilates.com;
amit.srivastava
@clubpilates.com		05/20/16		3		$125,000		1												11/20/16		2














																																																																								
							7243		1160																												05/20/17		
							7243		1161																												11/20/17		
	82		Brookhaven		GA		7245		1094		Stennett		Kellen		 K: 404.
456.
4110

M: 609.
605.
4315
		 kellen.stennett
@clubpilates.com;

matt.omiatek
@clubpilates.com
		02/10/16		3		$125,000		3		 2391

Peachtree Rd, NE Suite B3AB
		Atlanta		GA		30305		470.
885.
0623		02/10/17		-
							7245		1093																		 5001

Peachtree Blvd Suite 630
		Chamblee		GA		30341		(678)
996-
1988		08/10/16		
							7245		1095																		 5968

Roswell
 Road
										08/10/17		
	83		Sherman Oaks		CA		7249		1238		Stromblad		Katya		818.
257.
3047		katya.stromblad
@clubpilates.com		11/10/16		3		$125,000		2		 10732

Jefferson
 Blvd.
		Culver City		CA		90230		310.
424.
5290		02/28/17		1
							7249		1309																		 18741

Ventura Blvd
		Tarzana		CA		91356		818-
949-
2727		08/28/17		
							7249		1310																												02/28/18		
	84		Temecula		CA		7255		1196		Teranchi		Shahin		 951.

237.
 2379
		 shahin.tehranchi

@clubpilates.com;
 zohal.tehranchi
@clubpilates.com
		07/22/16		6		$210,000		3		 33175

Temecula Pkwy
Ste C
		Temecula		CA		92562		951.
396.
7000		12/19/16		3














																																																																											
							7255		1197																		 341 E.

Alessandro Blvd
 #2G
		Riverside		CA		92508		951.
708.
3600		05/18/17		
							7255		1198																		 450

Stuart Ave. Suite D-120
		Redlands		CA		92374		909-
 474-
7470
		10/15/17		
							7255		1199																												03/14/18		
							7255		1200																												08/11/18		
							7255		1201																												01/08/19		
	85		Carmel		IN		7259		1130		Thorpe		Ralph / Julie		317.
696.
4600		ralph.thorpe
@clubpilates.com		03/30/16		3		$125,000		1		 2482 E.

146th
 Street
		Carmel		IN		46033		317)
565-
4828		09/30/16		2
							7259		1711																												09/02/18		
							7259		1712																												09/30/17		
	86		Boston		MA		7262		1444		Trauzzi /  Hard		Christopher /  Marjie		617-
880-
9987		 chris.trauzzi
@clubpilates.com;

marjie.hard
@clubpilates.com
		03/14/17		3		$125,000		2		 43

Middlesex Turnpike, Unit 12
		Burlington		MA		01803		781-
300-
7525		09/16/17		1
							7262		1445																		 600

Market St., Suite 671
		Lynnfield		MA		1940		781-
342-
0401		03/16/18		














																																																																					
							7262		1446																												09/16/18		
	87		Chino Hills		CA		7263		1109		Truong		Amy / Anthony		949.
278.
7719		 amy.truong
@clubpilates.com;

tong.truong
@clubpilates.com
		02/26/16		3		$125,000		1		 13920

City Center
 Drive

Suite 4010
		 Chino

Hills
		CA		91709		909.
529.
1041		08/26/16		2
							7263		1110																												02/26/17		
							7263		1111																												08/26/17		
	88		Wauwatosa		WI		7264		1149		Tsuchiyama		Robert & Beth		R: 404.
307.
5634		 robert.tsuchiyama
@clubpilates.com;

beth.tsuchiyama
@clubpilates.com
		05/11/16		3		$125,000		2		6929 W. North Ave.		Wauwatosa		WI		53213		414-
395-
1122		11/11/16		1
							7264		1150																												05/11/17		
							7264		1151																		 340 N.

Milwaukee St.,
										11/11/17		
	89		New Jersey		NJ		7266		1343		Uku		Richard		917.
670.
7396		richard.uku
@clubpilates.com		11/23/16		4		$165,000		3		 3056

Route 10
West
		Denville		NJ		7834		(blank)		11/25/17		1
							7266		1342																		 770

Bloomfield Ave.,
		West Caldwell		NJ		07006		973-
787-
9074		05/25/17		
							7266		1344																		 170

Hanover Ave
										05/25/18		
							7266		1414																												11/25/18		














																																																																											
	90		Englewood		NJ		7267		1267		Untener		Scott		914.
261.
1219		scott.untener
@clubpilates.com		09/20/16		3		$125,000		2		 269

Livingston Street Ste P
		Northvale		NJ		7647		201-
588-
5403		09/23/17		1
							7267		1265																		19 W. Palisade Ave.		Englewood		NJ		07631		201.
568.
1700		03/23/17		
							7267		1266																												03/23/18		
	91		Campbell		CA		7269		1078		Venkatatesan		Hema & Anathan		208.
863.
0943		 hema.venkatesan
@clubpilates.com;

venkat.ananthan
@clubpilates.com
		11/20/15		3		$125,000		1		 10 E Hamilton

Ste# 300
		Campbell		CA		95008		408.
412.
0130		05/20/16		2
							7269		1079																												11/20/16		
							7269		1080																												05/20/17		
	92		Los Angeles		CA		7271		1056		Violas		Stephanie		(310)-
489-
9803		stephanie.violas
@clubpilates.com		04/17/17		3		$125,000		2		 1119

S. Hope Street
		Los Angeles		CA		90015		213-
204-
6900		01/00/00		1
							7271		1468																		 200 S.

Los Angeles Street, Suite E
		Los Angeles		CA		90012		213
536
5203		10/20/17		
							7271		1469																												04/20/18		
							7271		1470																												10/20/18		
	93		OC-LA		CA		7281		1009		 Watson /

Lombardi
		Keely / Ed		Keely
 (619)
261-
5898
		keely.watson
@clubpilates.com;
ed.lombardi
@clubpilates.com		12/31/14		5		n/a -
 pre-
acquisition
		5		 33611

Del
Obispo St.
		 Dana

Point
		CA		92692				01/00/00		-














																																																																								
							7281		1057																		 7318

Santa Monica
 Blvd. Suite

#20
		West Hollywood		CA		90046		323-
774-
2701		01/00/00		
							7281		1031																		 25800

Jeronimo Road Ste
 404
		Mission Viejo		CA		92691		949-
446-
8243		01/00/00		
							7281		1032																		 30100

Town Center Drive, Suite B-1
		Laguna Niguel		CA		92677		949-
257-
2292		01/00/00		
							7281		1058																		 1720

West Sunset Blvd
		 Echo

Park
		CA		90026		323-
505-
4355		12/09/15		
	94		Orange County		CA		7280		1322		Watson / Lombardi		Keely /  Ed		Keely
(619)
261-
5898		 keely.watson
@clubpilates.com;

ed.lombardi
@clubpilates.com
		11/16/16		3		$125,000		2												05/16/17		1
							7280		1324																												11/16/17		
							7280		1323																		 1040

Bayside
 Drive
										05/16/18		














																																																																											
	95		Houston		TX		7284		1325		Wells		Daniela & David		832.
923.
0228		 david.wells
@clubpilates.com;

daniela.wells
@clubpilates.com
		11/18/16		3		$125,000		2		16430 W. Lake Houston Pkwy., Suite 300-		Houston		TX		77044		832.
779.
2622		05/16/17		1
							7284		1326																		 730

Kingwood Dr.
		Kingwood		TX		77399		(832)
592-
7953		11/16/17		
							7284		1327																												05/16/18		
	96		Long Island		NY		7287		1315		Wolk		David		914.
260.
7489		david.wolk
@clubpilates.com		11/08/16		3		$125,000		1		 6226

Jericho Turnpike
		Commack		NY		11725		631-
600-
3072		05/09/17		2
							7287		1316																												11/09/17		
							7287		1317																												05/09/18		
	97		Alpharetta		GA		7288		1218		Worley		Mark		678.
488.
0785		mark.worley
@clubpilates.com		08/23/16		3		$125,000		2		 3005

Old
 Alabama Rd
		Alpharetta		GA		30022		678.
919.
8733		02/23/17		1
							7288		1219																		 7160

Avalon Blvd
		Alpharetta		GA		30009		678-
996-
5336		08/23/17		
							7288		1220																												02/23/18		
	98		East Montgomery		AL		7030		1473		Brazell		Craig/Lanie		(334)
538-
8102		Craig.Brazell
@clubpilates.com		05/19/17		3		$125,000		3		 2311

Bent Creek RD STE
 400
		Auburn		AL		36830		334-
414-
4548		11/19/18		-














																																																																											
							7030		1472																		 2940

#D Zelda Rd
		Montgomerty		AL		36106		334-
328-
2465		05/19/18		
							7030		1471																		 8143

Vaughn Rd
		Montgomery		AL		36116		334-
603-
8055		11/19/17		
	99		Tampa		FL		7140		1474		Kitchen/Erickson		Kim/Joe				Kim.Kitchen
@clubpilates.com		05/19/17		3		$125,000		1		 12454

State
 Rd 54
		Odessa		FL		33556		(813)
563-
5353		11/19/17		2
							7140		1475																												05/19/18		
							7140		1476																												11/19/18		
	100		Napa		CA		7035		1477		Campton		Lois		(415)
722-
8690		 Lois.Campton

@clubpilates.com
		05/22/17		3		$125,000		1		 289 N.

McDowell Blvd
		Petaluma		CA		94954				11/22/17		2
							7035		1478																		 7735 N Blackstone

#101
		Fresno		CA		93720				05/22/18		
							7035		1479																												11/22/18		
	101		Chicago		IL		7147		1480		Kulkarni		Pradnya		847.
630.
2081		Pradnya.Kulkarni
@clubpilates.com		05/22/17		3		$125,000		2		 388

half day road
		buffalo grove		IL		60089		224
377
0305		11/22/17		1
							7147		1481																		1614 S. Milwaukee Ave.,										05/22/18		
							7147		1482																												11/22/18		
	102		Plano		TX		7184		1483		Mullins		John		713.
598.
2785		John.Mullins
@clubpilates.com		05/22/17		3		$125,000		1		 6850 N


Shiloh
 Rd Suite H1
		garland		TX		75044				11/22/17		2














																																																																											
																							00				 Shiloh

Rd Suite H1
						4						
							7184		1484																												05/22/18		
							7184		1485																												11/22/18		
	103		New Mexico		NM		7216		1486		Rule		Brian / Jessica		(505)
270-
3494		Brian.Rule
@clubpilates.com		05/22/17		6		$210,000		1		 11000

Montgomery Blvd NE,
 Ste 3
		Albuquerque		NM		87111		505-
395-
9511		11/22/17		5
							7216		1487																												05/22/18		
							7216		1488																												11/22/18		
							7216		1539																												05/22/19		
							7216		1540																												11/22/19		
							7216		1541																												05/22/20		
	104		Florida		FL		7000		1491		Abbe/Willits		Steve/Shannon				Steve.Abbe
@clubpilates.com		05/23/17		2		$99,000		2		 13211

McGregor Blvd,
Suite 105-A
		Fort Myers		FL		33919		239-
603-
7300		05/23/18		-
							7000		1490																		 13451

Brookshire Lake Blvd
		Ft Myers		FL		33966		239-
 603-
7300
		11/23/17		
	105		 Rancho

Mirage
		CA		7066		1492		Dordell/
Fenske		Chris/Jason				 Chris.Dordell

@clubpilates.com
		05/23/17		 2
		$99,000		2		 42-

440
 Bob

Hope
 Drive, Suite

42440
 -1B
		 Rancho

Mirage
		CA		92270		760-
209-
 9722
		11/23/17		-














																																																																											
																																								
							7066		1493																		 425 S. Sunrise,

Bldg
 H2A,
		Palm Springs		CA		92262				05/23/18		
	106		 Park

Ridge
		IL		7089		1495		Gentner		Andy		(630)
329-
 9580
		 Andy.Gentner

@clubpilates.com
		05/23/17		3		$125,000		2		 142

South
 1st St.
		 St.

Charles
		IL		60174		630.
 283.

3700
		05/23/18		1
							7089		1494																		 70 N.

Northwest 
 Highway
		 Park

Ridge
		IL		60068		847-
 744-

6464
		11/23/17		
							7089		1496																												11/23/18		
	107		Sacramento		CA		7240		1498		Smith		Katie		(404)
210-
2270		 Katie.Smith

@clubpilates.com
		05/23/17		3		$125,000		1		 2860

Del Paso Rd., Ste.
 300
		Sacramento		CA		95834		(916)
900-
 6473
		11/23/17		2
							7240		1499																												05/23/18		
							7240		1500																												11/23/18		
	108		Chicago		IL		7161		1504		London		Larry/Crystal 		(708)
269-
6964		Larry.London
@clubpilates.com		05/25/17		3		$125,000		1		 1107

N. Elmhurst Rd.
										11/25/17		2
							7161		1505																												05/25/18		
							7161		1506																												11/25/18		














																																																																											
	109		Charleston		FL		7291		1507		York/Schlobohm		Shaun/Zach				Shaun.York
@clubpilates.com		05/25/17		3		$125,000		1		 3438

Lithia Pinecrest Road,
		Valrico		FL		33956		813-
540-
2425		11/25/17		2
							7291		1508																												05/25/18		
							7291		1509																												11/25/18		
	110		 Central

NJ
		NJ		7060		1510		Davis		Brennan		(973)
214-
7810		Brennan.Davis
@clubpilates.com		05/26/17		3		$125,000		1		 12

Route 9
 North
		Marlboro		NJ		7751		732-
984-
9696		11/26/17		2
							7060		1511																												05/26/18		
							7060		1512																												11/26/18		
	111		 Red

Bank
		NJ		7149		1513		Laden		Gary		(347)
678-
4141		Gary.Laden
@clubpilates.com		05/26/17		3		$125,000		1		 1377

Route 35
		Middletown		NJ		7748		732-
639-
1046		11/26/17		2
							7149		1514																												05/26/18		
							7149		1515																												11/26/18		
	112		New Jersey		NJ		7241		1516		Spidare		Todd & Karen		(513)
254-
8407		Todd.Spidare
@clubpilates.com		06/15/17		3		$125,000		2		 100

Reaville
 Ave., Unit

#5
		Flemington		NJ		8822		908-
483-
7888		12/15/17		1
							7241		1517																		 334

Chimney 
 Rock Rd.,
										06/15/18		
							7241		1518																												12/15/18		
							7241		1389																												12/15/18		














																																																																											
	113		San Antonio		TX		7246		1519		Stephens		Michelle		(512)
563-
8040		Michelle.Stephens
@clubpilates.com		06/15/17		3		$125,000		1		 1150

N. Loop
 1604

W., Suite
 140
		San Antonio		TX		78248 		0		12/15/17		2
							7246		1520																												06/15/18		
							7246		1521																												12/15/18		
	114		Charleston		SC		7086		1525		Garrett		Jim / Patty		(603)
491-
7240		Jim.Garrett
@clubpilates.com		06/19/17		6		$210,000		3		 9512

Dorchester Rd, Suite
 150
		Sumerville		SC		29485 		843-
800-
8990		06/19/18		3
							7086		1524																		 1739

Maybank Hwy, Suite L
		Charleston		SC		29412 		843-
800-
8986		12/19/17		
							7086		1526																				 Mt

Pleasant
		SC		29464 		0		12/19/18		
							7086		1527																												06/19/19		
							7086		1528																												12/19/19		
							7086		1529																												06/19/20		
	115		Winchester		MA		7062		1533		Day		Tim		(857)
488-
0989		Tim.Day
@clubpilates.com		06/20/17		2		$99,000		-												12/20/17		2
							7062		1534																												06/20/18		














																																																																											
	116		Phoenix		AZ		7110		1535		Hansen		Peter		(218)
349-
 9728
		 Peter.Hansen

@clubpilates.com
		06/27/17		3		$125,000		3		 3130

N. Recker Road
 Suite

103
		Mesa		AZ		85215		480-
562-
3501		12/27/17		-
							7110		1536																												06/27/18		
							7110		1388																		 2122

East Baseline Rd, Ste 3
		Mesa		AZ		85204		480-
795-
5916		12/26/18		
	117		Seattle		WA		7231		1543		Shah		Vishrut				Vishrut.Shah
@clubpilates.com		07/21/17		3		$125,000		2		 2601

76th Ave SE
		Mercer Island		WA		98040		(206)
227-
4343		01/21/18		1
							7231		1544																		 213

Park
 Lane
										07/21/18		
							7231		1545																												01/21/19		
	118		Greenville		SC		7194		1546		Patterson / Cole		John / Daniel				 John.Patterson

@clubpilates.com
		07/26/17		3		$125,000		1		 2107

Augusta St
		Greenville		SC		29605		864-
469-
2330		01/26/18		2
							7194		1547																												07/26/18		
							7194		1548																												01/26/19		
	119		Virginia Beach		VA		7069		1530		Dunn		Ray		(757)
449-
0434		Ray.Dunn
@clubpilates.com		07/28/17		3		$125,000		1		 237

Hanbury 
 Rd. East, Suite

12
										01/28/18		2
							7069		1532																												07/28/18		
							7069		1551																												01/28/19		














																																																																											
	120		North Dallas		TX		7083		1552		Furniss		Mike		(734)
634-
5979		Mike.Furniss
@clubpilates.com		07/28/17		3		$125,000		1		 3301

N Goliad St. Suite 

103
		Rockwall		TX		75087				12/28/17		2
							7083		1553																												07/28/18		
							7083		1554																												12/28/18		
	121		Bethesda		MD		7092		1555		Goldberg		Sue / Phil				Sue.Goldberg
@clubpilates.com		07/28/17		3		$125,000		1		 4959

Elm
 Street,
		Bethesada		MD		20814		301-
541-
 8807
		01/28/18		2
							7092		1556																												12/28/17		
							7092		1557																												07/28/18		
	122		DFW		TX		7125		1558		Howard		Kendall		(806)
438.
0840		Kendall.Howard
@clubpilates.com		07/28/17		6		$210,000		2		 821 E

Lamar
 Blvd
										12/28/17		4
							7125		1559																												05/28/18		
							7125		1560																		 3220

Teasley 
										10/28/18		
							7125		1561																												03/28/19		
							7125		1562																												08/28/19		
							7125		1563																												01/28/20		
	123		Ridgefield		CT		7077		1566		Fay		Ken & Jennifer		(203)
253-
3980		Ken.Fay
@clubpilates.com		08/09/17		3		$125,000		1		 85

Mill
 Plain

Rd V1
		Fairfield		CT		6824		(203)
659-
0090		02/09/18		2
							7077		1567																												08/09/18		














																																																																											
																																								
							7077		1568																												02/09/19		
	124		 DFW

& Santa Barbara
		 TX/ 

CA
		7261		1570		Tortolani		Cynthia		214.
 558.
1075
		 Cynthia.Tortolani

@clubpilates.com
		08/09/17		3		$125,000		1		 3951

State
 Street
		Santa Barbara		CA		93105		805-
618-
1012		02/09/18		2
							7261		1571																												08/09/18		
							7261		1569																												02/09/19		
	125		Manhattan		NY		7290		1572		Yang / Barletta		John / Renee				John.Yang
@clubpilates.com		08/09/17		2		$99,000		-												02/09/18		2
							7290		1573																												08/09/18		
	126		Dayton		OH		7234		1577		Shumway		Jeff & Lisa		(937)
545-
5114		 Jeff.Shumway

@clubpilates.com
		08/15/17		3		$125,000		1		 2451

Lakeview Dr., Ste.
 104
		Beavercreek		OH		45431		(937)
 365-

2929
		02/15/18		2
							7234		1578																												08/15/18		
							7234		1579																												02/15/19		
	127		 Central

NJ
		NJ		7105		1580		Guirguess		David		(201)
341-
9001		 David.Guirguess

@clubpilates.com
		08/17/17		3		$125,000		-												02/17/18		3
							7105		1581																												08/17/18		
							7105		1582																												02/17/19		














																																																																											
	128		Pittsburgh		PA		7129		1584		Johansen		Trey & Christina		(412)
992-
7641		Trey.Johansen
@clubpilates.com		08/17/17		3		$125,000		2		 8013

McKnight Rd,
 200B
		Pittsburg		PA		15237		412.
278.
7435		02/17/18		1
							7129		1583																												08/17/18		
							7129		1585																												02/17/19		
	129		Billings		MT		7143		1586		Koeplin		David & Kristin		(406)
579-
2237		David.Koeplin
@clubpilates.com		08/24/17		5		$175,000		1		 7901

NE
 6th Ave., Suite

109
										06/24/18		4
							7143		1587																												11/24/18		
							7143		1588																												04/24/19		
							7143		1589																												09/24/19		
							7143		1590																												01/24/18		
	130		Rockville		MD		7252		1592		Swingler		Kevin		(301)
379-
3998		Kevin.Swingler
@clubpilates.com		08/28/17		3		$125,000		1		 18119

Town Center
 Drive
										02/28/18		2
							7251		1591																												08/28/18		
							7251		1593																												02/28/19		
	131		Atlanta		GA		7209		1601		Rebala		Sekhar				Sekhar.Rebala
@clubpilates.com		08/31/17		3		$125,000		-												02/28/18		3
							7209		1602																												08/31/18		
							7209		1603																												02/28/19		














																																																																											
	132		Colorado		CO		7044		1607		Cavanaugh		Josh & Elizabeth		303-
915-
2372		Josh.Cavanaugh
@clubpilates. com				4		$210,000		1		 5935

Dublin
 Blvd.
		Colorado Springs		CO		80923				02/15/18		3
							7044		1608																												07/15/18		
							7044		1609																												12/15/18		
							7044		1610																												05/15/19		
	133		 Oklahoma

City
		OK		7055		1613		Creecy		David & Janelle		(405)
370-
7538		 David.Creecy

@clubpilates.com
		09/15/17		3		$125,000		2		 7550

N. May Ave.,
 #100
		Oklahoma City		OK		73116		405-
607-
3355		03/15/18		1
							7055		1614																		 15124

Lleyton Court, Ste.
 105
		Edmond		OK		73013				09/15/18		
							7055		1615																												03/15/19		
	134		Carmel/ Central CA		CA		7080		1690		Foster		Michele & Dale		(310)
373-
2292		Michele.Foster
@clubpilates.com				2		$125,000		-												02/22/19		2
							7080		1691																												08/24/18		
	135		 West

Boston
		MA		7031		1663		Bruce		Jeff / Michaela		(508)
981-
8181		michaela.bruce
@clubpilates.com		12/22/2017		6		$210,000		1										0		05/22/18		5
							7031		1664																												10/22/18		
							7031		1665																												03/22/19		














																																																																											
							7031		1666																												08/22/19		
							7031		1667																												01/22/20		
							7031		1668																												06/22/20		
	136		 New

York
		NY		7042		1680		Cavallo		Jason/Darin  		(917)
698-
2739		jason.cavallo
@clubpilates.com		01/25/18		3		$125,000		-												06/25/18		3
							7042		1681																												12/25/18		
							7042		1682																												06/25/19		
	137		Atlanta		GA		7065		1631		Devos		Jack / Teresa		(404)
824-
7229		teresa.devos
@clubpilates.com		10/23/17		3		$125,000		1		5552- B Chamblee Dunwoody RD		Dunwoody		GA		30338 		770-
573-
0241		04/24/18		2
							7065		1632																										770-
573-
0241		10/24/18		
							7065		1633																												10/24/18		
	138		Ft Collins		CO		7070		1623		Durand		Jordan		(970)
381-
3736		jordan.durand
@clubpilates.com		10/2/2017		2		$99,000		2		 244

North College Ave 

Suite
 125
		Fort Collins		CO		80524 		970-
300-
9707		04/03/18		-
							7070		1624																		 2720

Council Tree Avenue,
 Suite

102
		Fort Collins		CO		80525 		970-
999-
0150		10/03/18		














																																																																											
	139		Brooklyn		NY		7091		1352		Gevinski		Sarah		(646)
425-
8244		sarah.gevinski
@clubpilates.com		11/30/16		4		$165,000		1		 30 E

Main
 St
										05/30/18		3
							7091		1650																												11/30/18		
							7091		1651																												05/30/19		
							7091		1652																												11/30/19		
							7091		1653																												11/30/19		
	140		Columbus		OH		7173		1694		McTigue		Caitlin		(614)
832-
5985		caitlin.mctigue
@clubpilates.com		02/06/18		3		$125,000		-												08/08/18		3
							7173		1695																												02/07/19		
							7173		1696																												08/09/19		
	141		Cave Creek		AZ		7202		1497		Pickens		Kim		(602)
790-
0769		kim.pickens
@clubpilates.com		05/23/17		3		$125,000		1		 31313

N
 Scottsdale Rd.
		Scottsdale		AZ		85266		480-
900-
7278		11/23/17		2
							7202		1671																												06/28/18		
							7202		1672																												12/28/18		
	142		Long Island		NJ		7213		1643		Rosenbluth		Allen & Pamela		(516)
432-
7704		pamela.rosenbluth
@clubpilates.com		11/13/17		3		$125,000		1		 3197

Long
 Beach

Rd.
										05/13/18		2
							7213		1644																												11/13/18		
							7213		1645																												05/13/19		














																																																																											
	143		Long Beach		CA		7214		1351		Rubin		Michael & Alyssa		(562)
754-
4204		Michael.Rubin
@clubpilates.com		11/29/16 		2		$99,000		1		 5939

E. Spring Street,
										04/20/18		1
							7214		1630																												10/20/18		
	144		Avon		OH		7222		1656		Sapitro		Jim & Dianne		(440)
665-
7941		jim.sapitro
@clubpilates.com		11/15/17 		6		$210,000		1												05/15/18		5
							7222		1657																		 4223

East Royalton Rd 
										10/15/18		
							7222		1658																												03/15/19		
							7222		1659																												08/15/20		
							7222		1673																												01/15/21		
							7222		1678																												06/15/21		
	145		Ann Arbor		MI		7272		1178		Vogel		Nick		(989)
992-
8422		nick.vogel
@clubpilates.com		06/28/16 		2		$99,000		1		 3372

Washtenaw Ave
		 Ann

Arbor 
		 MI 		 48104 		734.
887.
1938		02/24/19		1
							7272		1697																												08/26/19		
							7272		1698																												08/26/19		
	146		Miami- Ft. Lauderdale		FL		7277		1683		Wance/Caneppa/
Cazzani/ Morais		Felipe/Felipe/
Fabian/guilherme 		(954)
544-
0609		felipe.wance
@clubpilates.com		01/30/18 		3		$125,000		-												12/28/18		3
							7277		1684																												06/28/19		
							7277		1685																												12/28/19		














																																																																											
	147						7289		1091		Wynkoop		Dan		(503)
720-
9556		dan.wynkoop
@clubpilates.com		12/22/15		3		$125,000		2		 12305

SW Horizon Blvd Suite J207
		Beaverton		OR		97007		(503)
605-
1453		06/22/16		1
							7289		1202																		 21370

SW Langer Pkwy.

Ste.14 4
		Sherwood 		OR		97140		503-
352-
4543		01/28/17		
							7289		1744																												11/30/18		
	*148		DC		DC		7017		1713		Beale		Will		202-
868-
1545		will.beale
@clubpilates.com		03/29/18		3		$125,000		-												09/29/18		3
							7017		1714																												02/28/19		
							7017		1715																												08/29/19		
	149		Fresno		CA		7058		1594		Danzig				248-
561-
1641		dan.danzig
@clubpilates.com		04/05/18		3		$125,000		-												09/05/18		3
							7058		1595																												05/05/19		
							7058		1596																												11/05/19		
	150		 Long

Island
				7061		1724		Davis/
Stalek		Martin/
Rebecca 				martin.davis
@clubpilates.com		05/11/18		3		$125,000		-												11/11/18		3
							7061		1725																												05/11/19		
							7061		1726																												11/11/19		














																																																																																				
	151		Jacksonville		FL		7071		1705		Durbin		Josh & Elizabeth		(843)
408-
 1675
		josh.durbin
@clubpilates.com		03/02/18		3		$125,000		-												09/03/18		3
							7071		1706																												02/03/19		
							7071		1707																												08/03/19		
	152		 Long

Island
		NY		7095		1597		Goldstein		David		516-
527-
4040		david.goldstein
@clubpilates.com		04/05/18		3		$125,000		-												10/02/18		3
							7095		1598																												04/05/19		
							7095		1599																												10/05/19		
	153		Houston		TX		7265		1721		Uffelman		Brian		281-
630-
3484		brian.uffelman
@clubpilates.com		05/03/18		3		$125,000		-												11/02/18		3
							7265		1722																												11/03/19		
							7265		1723																												11/03/20		
	154		Lexington				7170		1716		McCarter				(859)-
552-
8055		rob.mccarter
@clubpilates.com		05/31/18		2		$99,000		-												09/30/18		2
							7170		1738																												03/30/19		
	155		Indianapolis		IN		7259		1711		Thorpe		Ralph/Julie		(317)
696-
4600		ralph.thorpe
@clubpilates.com		03/02/18		2		$99,000		-												09/02/18		2
							7259		1712																												09/29/18		
	156		Arkansas		AK		7254		1727		Teater/Neblett		Bryce				bryce.teater
@clubpilates.com		05/21/18		6		$210,000		-												10/21/18		6
							7254		1728																												03/21/19		
							72		17																												08/2		
							54		29																												1/19		














																																																																																				
																																								
							7254		1730																												01/21/20		
							7254		1731																												06/21/20		
							7254		1732																												09/21/20		
	157		Denver		CO		7268		1741		Van Horn		Erik		605-
645-
1465		erik.vanhorn
@clubpilates.com		05/31/18		3		$125,000		-												11/30/18		3
							7268		1742																												05/31/19		
							7268		1743																												11/30/19		













 (d) 
  

	1.	 Pursuant to the terms of that certain Asset Purchase Agreement (the “AKT Purchase Agreement”)
between AKT Franchise, LLC (the “Licensor”), AKT inMotion Inc., (the “Licensee”) and certain other parties thereto, Licensor licenses its intellectual property to the Licensee (which was purchased by the Licensor
from the Licensee pursuant to the Purchase Agreement) for Licensee to use in its operation of “AKT” studios. Such arrangement will remain in place until the Licensor and the Licensee enter separate written Franchise Agreements
(collectively this disclosure is referred to herein as the “License Arrangement”). 


  

	2.	 Pursuant to the terms of that certain Asset Purchase Agreement (the “Row House Purchase
Agreement”) dated December 8, 2017 between Row House Franchise, LLC (the “Row House Licensor”), Row House Holdings, Inc., (the “Row House Licensee”) and certain other parties thereto, the Row House
Licensor licenses its intellectual property to the Row House Licensee (which was purchased by the Row House Licensor from Row House Licensee pursuant to the Row House Purchase Agreement) for Row House Licensee to use in its operation of “Row
House” studios. Such arrangement will remain in place until the Row House Licensor and Row House Licensee enter separate written Franchise Agreements (collectively this disclosure is referred to herein as the “Row House License
Arrangement”). 


  

	3.	 Pursuant to the terms of that certain Asset Purchase Agreement (the “Stretch Lab Purchase
Agreement”) dated November 15, 2017 between Stretch Lab Franchise, LLC (the “Stretch Lab Licensor”), Stretch Lab, LLC (the “Stretch Lab Licensee”) and certain other parties thereto, the Stretch Lab Licensor
licenses its intellectual property to the Stretch Lab Licensee (which was purchased by the Stretch Lab Licensor from Stretch Lab Licensee pursuant to the Stretch Lab Purchase Agreement) for Stretch Lab Licensee to use in its operation of
“Stretch Lab” studios. Such arrangement will remain in place until the Stretch Lab Licensor and Stretch Lab Licensee enter separate written Franchise Agreements (collectively this disclosure is referred to herein as the
“Stretch Lab License Arrangement”). 


  

	4.	 Pursuant to the terms of that certain Asset Purchase Agreement (the “Yoga Six Purchase Agreement”)
dated July 26, 2018 between Yoga Six Franchise, LLC (the “Yoga Six Licensor”), and Yoga 6 Company, LLC (the “Yoga Six Licensee”) Yoga Six Licensor licenses its intellectual property to the Yoga Six Licensee (which was
purchased by the Yoga Six Licensor from the Yoga Six Licensee pursuant to the Purchase Agreement) for Yoga Six Licensee to use in its operation of “Yoga Six” studios. Such arrangement will remain in place until the Yoga Six Licensor and
the Yoga Six Licensee enter separate written Franchise Agreements (collectively this disclosure is referred to herein as the “Yoga Six License Arrangement”). 



Pure Barre 
  

	5.	 PB Franchising, LLC Franchise Disclosure Document, Issuance Date: October 2012 



	6.	 PB Franchising, LLC Franchise Disclosure Document, Issuance Date: March 27, 2013 




	7.	 PB Franchising, LLC Franchise Disclosure Document, Issuance Date: March 26, 2014 




	8.	 PB Franchising, LLC Franchise Disclosure Document, Issuance Date: March 18, 2015 















	9.	 PB Franchising, LLC Franchise Disclosure Document, Issuance Date: March 18, 2015, as amended May 7,
2015 



	10.	 Disclosure Document of PB Franchising, LLC [Canada], Issuance Date: May 9, 2014 



	11.	 Statement of Material Change to the Disclosure Document of PB Franchising, LLC [Canada] dated May 9, 2014,
Issuance Date: September 4, 2014. 


 (e) 

As of the Closing Date, no Franchise Agreements have been signed for FCF. 

As of the Closing Date, LBF Franchise Agreements and S415 Franchise Agreements have been granted to the following franchisees: 

LBF 
 Robert Palazzi and Diane Palazzi 

Business Entity: Diane Palazzi One, LLC 

Agreement: LBF Franchise Agreement_LBF_Diane Palazzi One, LLC_Eff. 06/26/17 

Territory: Northern New Jersey 
 Address: 59 May Dr., Chatham, NJ
07928 
 Phone: (973) 408-9019 

Carl Kirkham Peacock and Pamela J. Tanase 
 Business
Entity: N/A 
 Agreement: LBF Franchise Agreement_LBF_C.Peacock&P.Tanase_Eff. 4/20/17 

Territory: Los Angeles, CA 
 Address: 220 Salido del Sol, Santa
Barbara, CA 93109 
 Phone: (805) 455-5983 

Daniel S. van Zeyl 
 Business Entity: N/A 

Agreement: LBF Franchise Agreement_LBF_D.vanZeyl_Eff. 12/28/16 

Territory: Miami, FL 
 Address: 950 Brickell Bay Dr., Unit 510
Miami, FL 33131 
 Phone: (305) 753-7434 

Lezlie A. Snoozy-Kaitfors and Michael B. Kaitfors 

Business Entity: N/A 
 Agreement: LBF Franchise Agreement_LBF_L.Snoozy-Kaitfors&M.Kaitfors_Eff. 1/20/17 
 Territory: Phoenix, AZ 

Address: 2407 N. 3rd St., Spearfish, SD 57783 

Phone: (605) 641-0433 

Venkat Sunil Mentreddi 
 Business Entity: N/A 

Agreement: LBF Franchise Agreement_LBF_V.Mentreddi_Eff. 7/28/17 












 Territory: Dallas-Fort Worth, TX 

Address: 4140 Newton Ave., Unit 5 Dallas, TX 75219 

Phone: (251) 458-9698 

S415 
 Jane K. Fletcher 

Business Entity: N/A 
 Agreement:
S415 Franchise Agreement_S415_J.Fletcher_Eff. 09/08/17 
 Territory: Denver, CO 

Address: 1169 South York Street, Denver, CO 80210 

Phone: (303) 284-6739 

Megan E. Lawler and Timothy G. Lawler 

Business Entity: N/A 
 Agreement:
S415 Franchise Agreement_S415_M.Lawler & T.Lawler_Eff. 09/11/17 
 Territory: Denver, CO 

Address: 3341 Vrain Street, Denver, CO 80212 

Phone: (708) 334-7108 

Margaux P. Chandler and William R. Chandler 

Business Entity: N/A 
 Agreement:
S415 Franchise Agreement_S415_M.Chandler & W.Chandler_Eff. 09/12/2017 
 Territory: Milwaukee, WI 

Address: 1622 N. Richmond Street, Chicago, IL 60647 

Phone: None provided 
 Craig A. Brummell and
Marta R. Brummell 
 Business Entity: N/A 

Agreement: S415 Franchise Agreement_S415_C.Brummell & M.Brummell_Eff. 09/12/2017 

Territory: Denver, CO 
 Address:
2709 Twixwood Lane, South Bend, IN 46617 
 Phone: (574) 286-9026 

Corey Goldberg, Sara Goldberg, and Domenic V. Poeta 

Business Entity: N/A 
 Agreement:
S415 Franchise Agreement_S415_C.Goldberg, S.Goldberg, & D.Poeta_Eff. 09-12-2017 
 Territory:
Milwaukee, WI 
 Address: 1350 Bayberry Lane, Deerfield, IL 60015 

Phone: (847) 912-1289 

David Jones and Kathleen Jones 
 Business
Entity: N/A 
 Agreement: S415 Franchise Agreement_S415_D.Jones & K.Jones_Eff. 9/25/17 

Territory: Louisville, KY 












 Address: 516 Saddle Ridge Dr. Knoxville, TN 37934 

Phone: (865) 567-1163 

Bradley Howard & Joy Howard 

			
	 Business Entity: N/A
	  	
	 Agreements (2):
	  	 S415 Franchise Agreement_S415_B.Howard & J.Howard_Eff.

	 09/25/2017
	  	
	 	  	 S415 Franchise Agreement_S415_B.Howard & J.Howard_Eff.

09/25/2017* *(Opening Deadline for this Franchise Agreement modified to 03/19/2019)

	Territory: Greenville, SC
	Address: 223 Lakefront Rd., Townville, SC 29689
	Phone: (864) 420-3493

 Katie Blickhan, Scott Blickhan, Chad Hemminger, Sara Wortman 

Business Entity: N/A 
 Agreement: S415 Franchise
Agreement_S415_K.Blickhan S.Blickhan C.Hemminger S.Wortman_Eff.09/28/2017) 
 Territory: Columbus, OH 

Address: 7749 Mellacent Dr., Columbus, OH 43235 
 Phone: (614) 769-1728 
 Jim Murrin 

Business Entity: N/A 
 Agreement: S415 Franchise
Agreement_S415_J.Murrin_Eff.09/29/2017 
 Territory: Orlando, FL 

Address: 541 N Brainard Ave., La Grange, IL 60526 

Phone: (773) 551-6597 

Hall Pass Fit, LLC – Jeff Hall 
 Business Entity:
Hall Pass Fit, LLC 
 Agreement: S415 Franchise Agreement_S415_Hall Pass Fit, LLC_Eff. 10/28/2017 

Territory: Memphis, TN 
 Address: 717 Riverside Drive, Unit 1509,
Memphis, TN 38103 
 Phone: (901) 335-1292 

Shaunda Chin-Bonds 
 Business Entity: N/A/

 Agreement: S415 Franchise Agreement_S415_S.Chin-Bons_Eff.10/31/2017 

Territory: Detroit, MI 
 Address: 22628 Lilly
Pad Lane, Frankfort, IL 60423 
 Phone: (312) 285-7761 

Giovanni De Choudens & Lilliam Cordero 
 Business
Entity: N/A 
 Agreement: S415 Franchise Agreement_S415_G.DeChoudens & L.Cordero_Eff. 12/27/2017 












 Territory: San Francisco, CA 

Address: 762 Liquidamber Pl. Danville, CA 94506 
 Phone: (479) 366-2261 
 Adria Swindle, Jeff Swindle, Christopher Cocke & Marty Olsen 

Business Entity: N/A 
 Agreement: S415 Franchise
Agreement_S415_A.Swinlde J.Swindle C.Cocke. 
 M.Olsen_Eff.02/05/2018 

Territory: Salt Lake City, UT 

Address: 1389 Harvard Ave., Salt Lake City, UT 84105 

Phone: (801) 897-3777 

Jennifer Coopman, Katie Horner, Scott Thompson 
 Business
Entity: N/A 
 Agreement: S415 Franchise Agreement_S415_J. Coopman K.Horner S.Thompson_Eff. 02/05/2018 

Territory: Madison, WI 
 Address:
531 Jo Ann Ct., Sun Prairie, WI 53590 
 Phone: (262) 749-0426 

Salil Bhatnagar 
 Business Entity: N/A 

Agreement: S415 Franchise Agreement_S415_S.Bhatnagar_Eff.02/22/2018 

Territory: Northern VA 
 Address: 22354 N. Greenmeadow Drive,
Kildeer, IL 60047 
 Phone: (312) 420-0105 

CycleBar: 
  

	 	1.	 All Franchise Agreements have 7% royalty rate and minimum royalty of $250 per week (provided, that the royalty
rate with respect to Spynergy, LLC will increase from 0% to 4% if sold within 90 days, or 7% if not sold in 90 days from the Closing. 



	 	2.	 CB Kenwood increase in royalty rate from 0% to 7%, with 90-day grace
period from the Closing. 



	 	3.	 All franchise agreements have up to 2% marketing fund 



	 	4.	 All franchise agreements have 10-year renewal 



 

																			
	Agreement 
Date	 	Franchisee
Name	 	Market
Purchased	 	#Units	 	Franchisee
Entity
Name	 	Address	 	City	 	State	 	ZIP	 	Telephone
	 	 	 	 	 	 	 	 	 	 
	
26-Feb-15
	 	Douglas A. Dolenc & Mindy R.	 	 Indianapolis,

IN
	 	 1
	 	M.D. Dolenc Enterprise Inc.	 	2661 Old Vines Dr	 	 Westfield
	 	 IN
	 	 46074
	 	 248-709-0204















																			
	 	 	Dolenc	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	5-Mar-15	 	Shirelle & Joel Vilmenay	 	New Orleans, LA	 	 3 	 	Crescent City Cycle, LLC	 	671 Arabell a Street	 	New Orleans	 	LA	 	70115	 	(703)
477-9501
	5-Mar-15	 	Patrick & Anna Walsh	 	Denver, CO	 	1	 	RYR Colorado, LLC	 	2271 South Joyce Street	 	Lakewood	 	CO	 	80228	 	303-717- 7708
	5-Mar-15	 	Dan Murphy	 	Dallas-Fort Worth, TX	 	4	 	JCN Corporation	 	3305 Cotton wood Drive	 	Flower Mound	 	TX	 	75028	 	(617)
413-9080
	13-Mar-15	 	David Schay and Haley Arthur	 	Memphis, TN	 	1	 	N/A	 	2394 Cedar Dale Drive	 	Germantown	 	TN	 	38139	 	901-491- 3838
	27-Mar-15	 	Dave Bridges	 	Detroit, MI	 	1	 	N/A	 	37722 Southampton	 	Livonia	 	MI	 	48154	 	248-229- 1731
	30-Mar-15	 	Susan Grant	 	Chicago, IL	 	1	 	Fit Lilly LLC	 	725 S. Kensington Ave	 	LaGrange	 	IL	 	60525	 	(317)
354-6990
	25-Mar-15	 	Marc & Lisa Palmer	 	Charlotte, NC	 	3	 	 Charlotte

Cycle, Inc.
	 	 1401 Funny

Cide Drive
	 	Waxhaw	 	NC	 	28173	 	(314)
403-6068
	31-Mar-15	 	Kevin & Sharon Thompson	 	Nashville, TN	 	1	 	Sharon Elizabeth, LLC	 	 265

Stanley Park Lane
	 	Franklin	 	TN	 	37069	 	(615)
268-3540
	2-Apr-15	 	Claire & Sheila Hayes	 	Newport, RI	 	1	 	N/A	 	 11

Daniel Street
	 	Newport	 	RI	 	02840	 	(401)
662-2232
	3-Apr-15	 	Peter DeLuca	 	Boston, MA	 	1	 	N/A	 	82 Prospect Hill Drive	 	Weymouth	 	MA	 	02191	 	617-842- 6178
	6-Apr-15	 	Craig & Marilyn	 	Minneapolis, MN	 	1	 	Holm Family	 	2166 Highlan	 	Hastings	 	MN	 	55033	 	651-492-














																			
	 	 	Holm	 	 	 	 	 	Holdings, LLC	 	d Dr.	 	 	 	 	 	 	 	8662
	6-Apr-15	 	Joe Rothchi ld	 	Houston, TX	 	 3 	 	MacPherson Rothchild I, LLC	 	3010 Ginter Lane	 	Katy	 	TX	 	77494	 	713-857-
0567
	9-Apr-15	 	Eric & Debbie Huffine	 	Indianapolis, IN	 	1	 	Deep Enterprises, LLC	 	7203 Lakeside Woods Drive	 	Indiana polis	 	IN	 	46278	 	317-697-
2692
	9-Apr-15	 	Shelby Faubion & James Moller	 	Dallas-Fort Worth, TX	 	1	 	Finition, Inc	 	2341 Maidens Castle Drive	 	Lewisville	 	TX	 	75056	 	214-417- 6356
	10-Apr-15	 	Yvonne Denslow & Ken & Heather Gotaas	 	Denver, CO	 	1	 	Affinity Cycle, Inc	 	4726 Bluegate Drive	 	Highlands Ranch	 	CO	 	80130	 	(303)
709-3376
	16-Apr-15	 	Bryan Lively and Annie & Nick Monigold	 	Detroit, MI	 	3	 	N/A	 	1527 Traceky Drive	 	Rochester Hills MI	 	MI	 	48306	 	248-705- 3956
	7-Apr-15	 	Gary Dellovade	 	Pittsburgh, PA	 	1	 	N/A	 	 916

Valleyview Rd
	 	Pittsburgh	 	PA	 	15243	 	412-260- 3237
	20-Apr-15	 	Eric Skoloff & Keith Boettiger	 	Greenville, SC	 	1	 	Cycle Syndicate, LLC	 	14 Ridgeland Dr.	 	Greenville	 	SC	 	29601	 	864-979- 1200
	27-Apr-15	 	Joseph Purton	 	Cleveland, OH	 	1	 	 Lucky

Star Holdings, Inc.
	 	2643 Kerwick Rd.	 	 University

Heights
	 	OH	 	44118	 	(216)
308-4411
	23-Apr-15	 	A. David Davis (Jake Davis,	 	Los Angeles/Phoenix	 	8	 	MdG Partners LLC	 	8125 Brill Road	 	Cincinnati OH	 	OH	 	45243	 	(513)
702-1717














																			
	 	 	Jon Krumdi eck)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	29-Apr-15	 	Bill McCom b & Peter Wolf	 	Tampa, Orlando	 	12 	 	CICLO Management, LLC	 	1124 North Lakeshore Dr	 	Sarasota	 	FL	 	34231	 	 (941)50

4-4462

	6-May-15	 	Joe & Mary Laurie Cece	 	Raleigh, NC	 	3	 	N/A	 	3417 Birk Bluff Court	 	Cary	 	NC	 	27518	 	919-345-7388
	7-May-15	 	Rod Reyes	 	Phoenix, AZ	 	2	 	CB Chandler, LLC	 	3551 Cactus Gulch Way	 	Las Cruces	 	NM	 	88011	 	(575)636-4522
	12-May-15	 	 Julie

Pfaff & Michelle Denny (Morris)
	 	San Jose, CA	 	1	 	JM Power Group Inc.	 	1551 Brenner Way	 	San Jose	 	CA	 	95118	 	(408)266-7479
	22-Dec-15	 	Marc Krasner	 	Denver, CO	 	1	 	Spin City Colorado, LLC	 	7998 E 25th Ave.	 	Denver	 	CO	 	80238	 	(720)635-6537
	26-May-15	 	Heather Sommers	 	Carmel, CA	 	1	 	Heather Sommers, LLC	 	18871 Hidden Lakes Lane	 	Acampo	 	CA	 	95220	 	209-598-2800
	15-May-15	 	Mark Schneider	 	Minneapolis, MN	 	1	 	N/A	 	3430 Oakton Drive	 	Minnetonka	 	MN	 	55305	 	612 716-2364
	26-May-15	 	Gregorio & Maria Serrata	 	Las Vegas, NV	 	1	 	Serrata, LLC	 	12116 Vista Linda Ave	 	Las Vegas	 	NV	 	89138	 	801-913-9610
	28-May-15	 	David Eichelberger	 	Columbus, OH	 	1	 	DCL Fitness, Inc.	 	 5952

Lower Bremo Lane
	 	New Albany	 	OH	 	43054	 	614.571.9658
	2-Jun-15	 	Jeff DeLorme	 	Atlanta, GA	 	1	 	N/A	 	2897 Stone Brook Park NE	 	Atlanta	 	GA	 	30319	 	617-281-9877














																			
	5-Jun-15	 	Gary & Laura Stinnett & Rick and Linda Algea	 	 San

Antonio, TX
	 	1	 	 Rick’s &

Stick’s Cycle Corp.
	 	 77

Champions Run
	 	 San

Antonio
	 	TX	 	78258	 	210-669-2139
	9-Jun-15	 	Cindi King, Julie Kertzman, Stacey Agoustari	 	San Francisco, CA	 	1	 	JSC Ventures, Inc	 	100 Sycamore Avenue	 	Mill Valley	 	CA	 	94941	 	415-613-3013
	26-May-15	 	Amy Snow	 	 Columbus,

OH
	 	1	 	Amy Snow Enterprise, Inc.	 	5760 Whitecraigs Ct.	 	Dublin	 	OH	 	43017	 	614 354 3293
	10-Jun-15	 	Ken Stuttaford	 	Orange County, CA	 	1	 	Seaside Clean Living, Inc.	 	310 Lake Street Unit 112	 	Huntington Beach	 	CA	 	92648	 	(949)981-4651
	15-Jun-15	 	K. Greg Jackson and Gladys Jackson	 	Atlanta, GA	 	1	 	Simjah Inc	 	5495 Copper Creek Pass	 	Cumming	 	GA	 	30040	 	(571)287-0086
	16-Jun-15	 	Suzanne and Bryn Wells, Jean and Mark Wells	 	Miami, FL	 	1	 	Ohana Fitness, Inc.	 	19366 sw 14 st	 	Pembroke Pines	 	FL	 	33029	 	(954)551-9032
	17-Jun-15	 	Michelle & Brad Elder	 	Lubbock, TX	 	1	 	MicheHill, LLC	 	 9001

Juneau
 Avenue
	 	Lubbock	 	TX	 	79424	 	(707)631-6110
	18-Jun-15	 	Christie Meyers	 	Raleigh, NC	 	2	 	CB Raleigh, LLC	 	112 Beacon Falls Ct	 	Cary	 	NC	 	27519	 	(919)816-7474
	9-May-16	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 














																			
	18-Jun-15 	 	Dan Lorenz, John Ghabra and Sean O’Conn or	 	Washington DC 	 	 1 	 	7 Knots LLC	 	715 6th st. NW	 	Washington	 	DC	 	20001	 	
(703)963-

6320

	22-Jun-15	 	McLean Coble & David Noffsinger	 	Houston, TX	 	2	 	Ionic Capital Partners, LLC	 	3315 Wrangler Sky Ct	 	Katy	 	TX	 	77494	 	
(281)750-

1780

	22-Jun-15	 	Chris & Casey Bushey	 	Virginia Beach, VA	 	1	 	N/A	 	2237 Childeric Road	 	Virginia Beach	 	VA	 	23456	 	
757-241-

1260

	29-Jun-15	 	Jackie & Michael Benson	 	Chicago, IL	 	1	 	N/A	 	731 Fair Oaks Ave	 	Oak Park	 	IL	 	60302	 	(312)343-1570
	30-Jun-15	 	Paul and Patrice Hulseman	 	Chicago, IL	 	1	 	13HKC Inc	 	120 Evergreen Lane	 	Winnetka	 	IL	 	60093	 	
(847)867-

9322

	30-Jun-15	 	John & Marina Ryan	 	Northern VA	 	1	 	Ryan Ventures, Inc.	 	16503 Boatswain Circle	 	Woodbridge	 	VA	 	22191	 	
(703)477-

7653

	2-Jul-15	 	Zach Pettus & Jean Nitchals	 	Minneapolis, MN	 	1	 	Alpha Team Holdings, LLC	 	2836 Colfax Ave, #343	 	Minneapolis	 	MN	 	55401	 	
612-735-

8775

	13-Jul-17	 	Zach Pettus, Jean Nitchals , Paul Jevnick & Jennifer Rondest vedt	 	Minneapolis, MN	 	1	 	NORTH FITNESS HOLDINGS LLC	 	2836 Colfax Ave, #343	 	Minneapolis	 	MN	 	55401	 	
612-735-

8775















																			
	15-Jul-15	 	Brad Spivey and Trish Harrison	 	 Nashville,

TN
	 	 3 	 	N/A	 	3725 Woodmont Blvd	 	Nashville	 	TN	 	37215	 	423-748- 0131
	17-Jul-15	 	Ken & Eileen Plotkin	 	Long Island, NY	 	1	 	Elite Enterprises of NY, Incorporated	 	76 Wildwood Drive	 	Dix Hills	 	NY	 	11746	 	631-586- 8303
	15-Jul-15	 	Jeff Wayne	 	Detroit, MI	 	3	 	CB Michigan, LLC	 	4446 Middles boro	 	Clarkston	 	MI	 	48348	 	248-408- 5600
	23-Jul-15	 	Robert “Bob” Wexler	 	Philadelphia, PA	 	1	 	N/A	 	 1723

Sylvan Lane
	 	Gladwyne	 	PA	 	19035	 	(610) 710-5243
	27-Jul-15	 	Rob Janda	 	Phoenix, AZ	 	2	 	N/A	 	9450 W Cabela Dr, Apt 2328	 	Glendale	 	AZ	 	85305	 	 (630)

207-0409

	27-Jul-15	 	 Teresa &

Michael Campbe ll, Carly & John Weyand
	 	Dallas-Fort Worth, TX	 	1	 	Ever Heard of It? LLC	 	2920 River Forest Dr	 	Fort Worth	 	TX	 	76116	 	 (281)

414-2381

	22-Jul-15	 	Cyril Hertz	 	Chicago, IL	 	1	 	Sloboda, Inc.	 	107 Bailey Circle	 	Kennett Square	 	PA	 	19348	 	484-354- 6132
	31-Jul-15	 	Joe Bonidy	 	Pittsburgh, PA	 	1	 	N/A	 	 131

Crofton Drive
	 	Pittsburgh	 	PA	 	15238	 	(412) 612-0883
	6-Aug-15	 	 Tosten Schermer &

Bob and Catherine Lee
	 	Charleston, SC & Charlotte, NC	 	4	 	 ScherLee

UBike,
 LLC
	 	7205 Piper Point Lane	 	Charlotte	 	NC	 	28277	 	704- 907-1000
	11-Aug-15    	 	Jeff Cohen	 	Philadelphia, PA	 	1	 	JBJ Exton Investments, LLC	 	71 Fairfield Lane	 	Chester Springs	 	PA	 	19425	 	610-256- 4270














																			
	18-Aug-15	 	Pedro Trujillo & Jodi Johnson	 	Northern NJ	 	 1 	 	PTSS9010, Inc.	 	112 Spruce lane	 	North Haledon	 	NJ	 	07508	 	201-414-1193
	20-Aug-15	 	Christine Wallin & Andrew Aiello	 	San Diego, CA	 	1	 	AGCM Enterprises	 	1669 Tabletop Way	 	Encinitas CA	 	CA	 	92024	 	(949)293-5396
	27-Aug-15	 	Kristin & Kelly Allen	 	Oklahoma City, OK	 	1	 	K & K Cycling, LLC	 	 2016

Worthington
 Lane
	 	Edmond	 	OK	 	73013	 	405-824-7832
	28-Aug-15	 	Katie & Rob Knowles	 	Hilton Head, SC	 	1	 	LBSC, LLC	 	15 Jarvis Creek Court	 	Hilton Head	 	SC	 	29926	 	(917)406-3634
	28-Aug-15	 	Justin Beck, Jack Weston, Scott Weiss	 	Cincinnati, OH	 	2	 	J2 Fitness, LLC	 	Jack: 1335 Pendleton St	 	Cincinnati	 	OH	 	45202	 	513-290-0056
	1-Sep-15	 	Donna Suro & Libbie Crane	 	Richmond, VA	 	1	 	LiquiD RVA, LLC	 	1 Ridge Road South	 	Richmond	 	VA	 	23229	 	(804)387-0035
	10-Sep-15	 	Don Dasher & Lisa Hazen	 	San Jose, CA	 	3	 	N/A	 	 21151

Deepwell Ct
	 	Saratoga	 	CA	 	95070	 	(408)741-8233
	 11-Sep-15
	 	Rafael Ponce	 	Seattle, WA	 	1	 	MV Fitness, LLC	 	3818 Corliss Ave N	 	Seattle	 	WA	 	98103	 	206.972.9628
	11-Sep-15	 	Joelle Bouhadana,	 	Miami, FL	 	1	 	CYCLE26, LLC	 	1281 South 13 Avenue	 	Hollywood	 	FL	 	33019	 	(954)600-9896














																			
	27-Nov-15	 	Joseph Bouhadana, Motty Klainbaum, Danny Schactel, Mike Shalom	 	Miami, FL	 	 9 	 	SFL Cycle, LLC	 	 1150 Hatteras
 Lane
	 	Hollywood	 	FL	 	330 19	 	(786)395-8852
	14-Sep-15	 	Curt Buttiker	 	Houston, TX	 	1	 	313 Fitness, LLC	 	35 S.Sage Sparrow Circle	 	The Woodlands	 	TX	 	773 89	 	(330)421-1016
	15-Sep-15	 	Steve Braver man	 	Northern NJ	 	2	 	BraveRide I, LLC & BraveRide II, LLC	 	50 Jean Drive	 	Englewood Cliffs	 	NJ	 	076 32	 	(201)696-7441
	22-Sep-15	 	Charlotte Jones- Burton & Delvin Burton	 	Northern NJ	 	1	 	Burton Inspires LLC	 	50 Valley Wood Drive	 	Somerset	 	NJ	 	088 73	 	[NONE]
	22-Sep-15	 	Lauren & Scott Schroeder	 	Milwaukee, WI	 	1	 	Schroeder Enterprises LLC	 	7850 N.Club Circle	 	Milwaukee	 	WI	 	532 17	 	(414)690-1789
	24-Sep-15	 	Chris McIntyre	 	Kansas City, KS	 	1	 	cMc Enterprise	 	3901 N. Mulberry Drive, Apt. 1112	 	Kansas City	 	MO	 	641 16	 	(816)808-1633
	25-Sep-15	 	Marcus Capone, Mike Murphy & Steve Nichols	 	Dallas-Fort Worth, TX	 	2	 	Eminence3 Holdings, LLC	 	1405 Bentley Court	 	Southlake	 	TX	 	760 92	 	757-816-6104
	29-Sep-15	 	Kim Hoss & Frances Clark	 	Jupiter, FL	 	2	 	N/A	 	270 Caravelle Drive	 	Jupiter	 	FL	 	334 59	 	561-629-2267














																			
	30-Sep-15 	 	John & Renee Duncan	 	Long Island, NY	 	1	 	JRD Jumping Corp.	 	 23

Vassar Place
	 	Rockville Centre	 	NY	 	11570	 	(516)524-0052
	1-Oct-15	 	Jonathan Bernard & Dan Kruse	 	Pittsburgh, PA	 	1	 	TES Solutions LLC	 	199 Paradise Road	 	Industry	 	PA	 	15052	 	 
	6-Oct-15	 	 Leslie

Anderson
	 	Hattiesburg, MS	 	1	 	Anderson Holdings, Inc.	 	11109 Channelside Drive	 	Gulfport	 	MS 	 	39503	 	(228)341-4524
	9-Oct-15	 	Patty Harte	 	Salt Lake City, UT	 	3	 	N/A	 	850 Donner Way Apt 503	 	Salt Lake City	 	UT	 	84108	 	801-949-0026
	12-Oct-15  	 	Robert “Bob” Franzetta	 	San Diego, CA	 	1	 	JMT Fitness Hillcrest, Inc.	 	1922 Mission Cliff Drive	 	San Diego	 	CA	 	92116	 	858-952-8816
	19-Oct-15  	 	Lee Oesterling & Kirsten Rickers	 	Atlanta, GA	 	3	 	Atlanta Cycle Studios, LLC	 	3236 Waldwick Way	 	Marietta	 	GA	 	30067	 	(770)850-1049
	20-Oct-15  	 	Irving & Melissa Chung	 	Dallas-Fort Worth, TX	 	1	 	Fit Endeavors I, LLC	 	5822 Knights bridge Drive	 	Dallas	 	TX	 	75252	 	214-908-9791
	21-Oct-15  	 	Lee Singer & Ronnie Singer	 	Orange County, CA	 	1	 	N/A	 	929 B Fatherland Street	 	Nashville	 	TN	 	37206	 	949-872-8884
	27-Oct-15  	 	JP Green & Michael Olander	 	Seattle/Portl and/Boise	 	10 	 	JM Cycle, LLC	 	4140 N. Mountain View Dr.	 	Boise	 	ID	 	83704	 	208-340-2221
	27-Nov-15	 	Barbara & Jonathan Fleming	 	Ft. Lauderdale, FL	 	3	 	Corones, Inc.,	 	91 Isle of Venice Dr.	 	Fort Lauder dale	 	FL	 	33301	 	(703)229-3783














																			
	
24-Nov-15
	 	Dione & Tom Bailey	 	San Francisco, CA	 	2	 	 N/A
	 	2454 Oregon Ave.	 	 Redwood City
	 	CA	 	94061	 	408-821-3098
	8-Dec-15	 	Travis & Debbie Jacobson	 	Indianapolis, IN	 	1	 	TDW Properties, LLC	 	3201 Wildlife Trail	 	Zionsville	 	IN	 	46077	 	317-973-5314
	8-Dec-15	 	Lee &
Christine
Williams	 	Long Island,
NY	 	3	 	N/A	 	14 River
Lane	 	Westport
CT	 	CT	 	06880	 	(917)208-
1121
	
21-Dec-15
	 	Chuck Jones & Glenn Flessas	 	 Nashua, NH
	 	1	 	 N/A
	 	20 Abbey Road	 	 Merrimack
	 	NH	 	03054	 	603-682- 4482
	
21-Dec-15
	 	Heather Branstetter & Chuck Schneider	 	 San Francisco,

CA
	 	2	 	 NextLevel Cycling LLC
	 	86 Chula Vista Drive	 	San Rafael	 	CA	 	94901	 	510-735-6003
	
31-Dec-16
	 	Bob & Betty Korabik	 	Chicago, IL	 	1	 	N/A	 	341 Kent Rd	 	 Riverside
	 	IL	 	60546	 	773-907-5337
	28-Dec-15	 	Liz Hatch &
Tom
Epstein	 	Denver, CO	 	1	 	Avant-
garde
Fitness	 	801 S
Cherry
St #200	 	Glendale	 	CO	 	80246	 	(720)556-
1051
	5-Jan-16	 	Shelley & Brandon Baca	 	Boulder, CO	 	2	 	B3 Evolution, LLC & B4 Evolution, LLC	 	2746 Spruce Meadows Drive	 	Broomfield	 	CO	 	80023	 	(720)312-3459
	
7-Jan-16
	 	Rachael & Peter Orlando	 	 Fresno, CA
	 	2	 	 Dev-Pro, LLC
	 	9580 N Sunnyside Ave	 	 Clovis
	 	CA	 	93619	 	(559)243-6693
	
26-Jan-16
	 	Rachael & Peter Orlando	 	Fresno, CA	 	2	 	 Dev-Pro, LLC
	 	9580 N Sunnyside Ave	 	 Clovis
	 	CA	 	93619	 	(559)243-6693
	
8-Jan-16
	 	J. Scot McBride & Chris	 	 Miami, FL
	 	4	 	 N/A
	 	13253 SW 25th Place	 	 Davie
	 	 FL
	 	33325	 	305-794-7045














																			
	 	 	Sommer	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	14-Jan-16	 	 Lindsay

Sanders & Robin Ferguson
	 	Lafayette, LA	 	 1 	 	N/A	 	 149B

Grand Ave
	 	Lafayette	 	LA	 	70503	 	(337)
 322-2235

	18-Jan-16	 	Katie Kannapell & FredRyser	 	Louisville, KY	 	3	 	PACKWOLF, LLC	 	3112 Arden Rd.	 	Louisville	 	KY	 	40222	 	(917)
 597-4334

	29-Jan-16	 	Shelley & Joseph Jonietz	 	Austin, TX	 	1	 	Fast Gear, LLC	 	7508 Valburn Drive	 	Austin	 	TX	 	78731	 	512-922-9325
	29-Feb-16	 	 Chris

Andras & Mike Silas
	 	Dallas-Fort Worth, TX	 	1	 	N/A	 	 5964

Kensington Dr
	 	Plano	 	TX	 	75093	 	817-729-4048
	29-Feb-16	 	Danielle & Doug King	 	Columbus, OH	 	1	 	DD Cycle, Inc.	 	5225 Augusta Drive	 	Westerville	 	OH	 	43082	 	614-570-3445
	9-Mar-16	 	Hayley Killam	 	Aspen, CO	 	2	 	N/A	 	 304

Ridge Rd
	 	Laredo	 	TX	 	78041	 	512-771-4214
	28-Mar-16  	 	Dave Jones	 	Fargo, ND	 	1	 	Fit Investments, LLC	 	4602 Woodhaven Drive S	 	Fargo	 	ND	 	58104	 	701-371-6606
	31-Mar-16  	 	 Paul &

Anita Schnapp
	 	St. Louis, MO	 	3	 	Schnapp Enterprises, Inc.	 	661 Carman Meadows Drive	 	Ballwin	 	MO	 	63021	 	314-324-3040
	8-Apr-16	 	 Roger,

Grant, & Lucas Hendren
	 	Dallas-Fort Worth, TX	 	1	 	RockStrong Texas LLC	 	6505 Camelback Drive	 	McKinney TX	 	TX	 	75071	 	972-816-6375
	8-Apr-16	 	Mike Harris	 	Houston, TX	 	3	 	N/A	 	5114 Rolling	 	Richmond	 	TX	 	77407	 	713-377-














																			
	 	 	 	 	 	 	 	 	 	 	 stone

Road
	 	 	 	 	 	 	 	0453
	12- Apr-16	 	Alan Telford	 	Sacramento, CA	 	 1 	 	N/A	 	 1431 Q

Street, Apt 310
	 	Sacramento	 	CA	 	95811	 	916-276- 4035
	6-Apr-16	 	John Janszen & Michael Olander	 	NKY, Lexington, Knoxville	 	4	 	JCM Kentucky Cycle, LLC	 	3850 Foxtail Lane	 	Cincinnati	 	OH	 	45248	 	 513-616- 3369

	13-Apr-16	 	Kathleen Boss and Stephen Pineault	 	 Jacksonville,

FL
	 	3	 	N/A	 	 916

Spinnakers Reach Drive
	 	Ponte Vedra Beach	 	FL	 	32082	 	772-539- 1294
	18-Apr-16	 	David Busker & David Batschelett	 	St. Louis, MO	 	3	 	DB2 Fitness One, LLC	 	13 Heather Hill Lane	 	Saint Louis	 	MO	 	63132	 	(314)221-6595
	29-Nov-16	 	David Busker & David Batschelett	 	St. Louis, MO	 	1	 	DB2 Fitness Two, LLC	 	13 Heather Hill Lane	 	Saint Louis	 	MO	 	63132	 	(314)221-6595
	18-Apr-16	 	Nate Fennell & Chris Shill	 	Portland, OR	 	1	 	N/A	 	1303 NW 5th Ave	 	Camas	 	WA	 	98607	 	360-823- 7223
	9-May-16	 	Steve & Jane Zubrzycki	 	Dayton, OH	 	1	 	N/A	 	 7823

Old Woods Court
	 	Springboro	 	OH	 	45066	 	 937-557-

8225

	10-May-16	 	Greg & Nuch Venbrux	 	Pittsburgh, PA	 	1	 	Kraken Cycleworks LLC	 	6653 Wilkins Avenue	 	Pittsburgh	 	PA	 	15217	 	412-606- 3116
	10-May-16	 	Chris Yates	 	 Cleveland,

OH
	 	1	 	Elevate Partners, LLC	 	6452 Dorset Ln	 	Solon	 	OH	 	44139	 	440-318- 1458
	11-May-16	 	Ashley Robbins	 	Midland, TX	 	1	 	Cycle City, LLC	 	809 Keystone Ct	 	Midland	 	TX	 	79705	 	806-470- 5804














																			
	12-May-16	 	 Lisa
 O’Rour

ke
	 	 Providence,
 RI
	 	1	 	 Off
 Islander

Inc.
	 	 48 Cara
 Court
	 	 North
 Kingstown
	 	RI	 	02852	 	401-885-3398
	13-May-16	 	Jen & Joe DeMarco, Nick & Carol Sheehan	 	Hoboken, NJ	 	1	 	Cycle Hoboken West LLC	 	302 First Street, Suite 301	 	Hoboken	 	NJ	 	07030	 	917-495-5126
	13-May-16	 	Courtney & Eric Stacho wski	 	Charlotte, NC	 	1	 	TeamStac Fitness, LLC	 	 18944
 Peninsula Point
Dr.
	 	Cornelius	 	NC	 	28031	 	704-287- 3405
	24-May-16	 	Thomas Dixon Douglas	 	 Winston-

Salem, NC
	 	1	 	Motion2 Consulting LLC	 	1221 Yale Place	 	Charlotte	 	NC	 	28209	 	704-619-1487
	7-Jun-16	 	Jennifer “Becky” McGinnis & Jason Stubbs	 	Northern NJ	 	1	 	Echappe LLC	 	88 Morgan Street, Apt 4104	 	Jersey City	 	NJ	 	07302	 	208-760- 0134
	13-Jun-16	 	 Bhumika &

Ankitaben Patel and Shaifali Gondaliya
	 	Chicago, IL	 	1	 	Spinenergy, LLC	 	 23713

N
 Sanctuary Club Drive
	 	Kildeer	 	IL	 	60047	 	847-220-3234
	30-Jun-16	 	 Leonard
 & Gail Barela & Jeremy
Thornton
	 	Los Angeles, CA	 	1	 	Makarios	 	176 E. Clarion Drive	 	Carson	 	CA	 	90745	 	310-989- 8942
	1-Jul-16	 	Joanna and Erik Lundberg	 	Tusla, OK	 	1	 	N/A	 	1602 S. Columbia Pl.	 	Tulsa	 	OK	 	74104	 	918-955- 7339














																			
	11-Jul-16 	 	 Stephanie

McCaulley & Jaime
 Lanigan
	 	Philadelphia, PA	 	 1 	 	N/A	 	 182

Twining Road
	 	Richboro	 	PA	 	18954	 	 215-

498-6984

	29-Jul-16	 	Claire Powell	 	San Francisco, CA	 	1	 	N/A	 	 11409

Bloomington Way
	 	Dublin	 	CA	 	94568	 	925-
325-9312
	2-Aug-16	 	Jayesh Patel & Jeetendra Patel	 	Waco	 	1	 	The Sharda Group, LLC	 	17021 Star Canyon Drive	 	Woodway	 	TX	 	76712	 	817-
919-2564
	17-Aug-16	 	Andrea & Marlon Byrd	 	Los Angeles, CA	 	1	 	MAGM Fitness, Inc	 	3801 Prado del Trigo	 	Calabasas	 	CA	 	91302	 	818-
922-4050
	16-Aug-16	 	 Doug

Lennox, Derek Tennant, Ram Ramkumar
	 	Toronto, Canada	 	1	 	InCycle Investments Inc	 	315 Perrin Ave Newmarket	 	Ontario	 	ON	 	L3 Y 8B2	 	905-
967-2793
	22-Aug-16	 	Jeet Khanchandani	 	UAE	 	5	 	JSK FITNESS L.L.C.	 	Saleh Mohammad Al Khamis Building No. 3 – Dubai Municipality No.312741 Ali Bin Abi Talib Street,	 	Bur Dubai, Dubai – United Arab Emeriates	 	 	 	P.O. Box: 51568	 	[NONE]
	31-Aug-16	 	Ryan “Buddy” Hardiman & Dennis	 	Tampa, FL	 	4	 	 Granny

Gear Management LLC
	 	302 Knights Run Ave, Suite 100	 	Tampa	 	FL	 	33602	 	813-
892-5954














																			
	 	 	Hardiman	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9-Sep-16	 	John & Kiersten DiChiaro	 	Boston, MA	 	 1 	 	N/A	 	24 Fletcher Way	 	Norton	 	MA	 	02766	 	401-
829-6481
	17-Sep-16 	 	 David

Bland
	 	 Los

Angeles, CA
	 	1	 	Positive Spin, LLC	 	 130 W Dayton

St, Unit
 1012
	 	Pasadena	 	CA	 	91105	 	(949)
910-8928
	26-Sep-16	 	Stephanie Sklar- Mulcahy	 	Los Angeles, CA	 	1	 	N/A	 	7141 Knowlton Pl	 	Los Angeles	 	CA	 	90045	 	323-
573-3227
	21-Sep-16	 	Praful Shrivastava	 	San Diego, CA	 	1	 	KaiNir LLC	 	17212 Eagle Canyon Pl	 	San Diego	 	CA	 	92127	 	760-
525-1321
	6-Oct-16	 	 Rick

Giese and
 Leann Sumner
	 	Riverside County, CA	 	1	 	N/A	 	25363 Lisa Marie Cicle	 	Temecula	 	CA	 	92590	 	 951-

216-8346

	7-Oct-16	 	 David

Pelsue
	 	Madison & Milwaukee, WI	 	3	 	DWP Enterprises, LLC	 	1502 N. Sedgwich St, Unit 6S	 	Chicago	 	IL	 	60610	 	608-
359-1720
	12-Oct-16	 	Greg & Sidney Hatfield	 	Houston, TX	 	1	 	Hatfield Spinco, LLC	 	5013 Gibson St	 	Houston	 	TX	 	77007	 	281-
881-3945
	31-Oct-16	 	Keith & Kelly Weier	 	San Diego, CA	 	1	 	K&K Fit 4 Life, Inc.	 	1720 Weatherwood Court	 	San Marcos	 	CA	 	92078	 	760-
840-1726
	3-Nov-16	 	Mark VanKirk	 	Northern VA	 	3	 	N/A	 	1411 Mayflower Drive	 	McLean	 	VA	 	22101	 	(703)
283-9700
	21-Nov-16	 	John Wood	 	Cleveland, OH	 	1	 	Challenger 728 LLC	 	 9141

Ruby Ridge St NW
	 	Canal Fulton	 	OH	 	44614	 	 330-

936-8069















																			
	29-Nov-16 	 	Macelon D’Sa, Neelpa D’Sa, and Melanie Dimemmo	 	Northern NJ	 	1	 	MNM Ventures LLC	 	1125 Maxwell Lane, Apt 730	 	Hoboken	 	NJ	 	07030	 	917-847-9942
	30-Nov-16	 	Nadine & Andrew Smith	 	Annapolis, MD	 	1	 	N/A	 	1209 tailwind ct	 	Crownsville	 	MD	 	21032	 	(410)271-5927
	5-Dec-16	 	Mark & Holly Mussmann	 	Phoenix, AZ	 	1	 	Desert Ventures CB1, LLC	 	18345 N 93rd Way	 	Scottsdale	 	AZ	 	85255	 	602-738-6959
	15-Dec-16	 	Heath Trowell	 	Atlanta, GA	 	1	 	 	 	75 Malachi Path	 	Dallas	 	GA	 	30132	 	352-262-3328
	21-Dec-16	 	Carin & Ian Zellman	 	Northern NJ	 	1	 	I & C Cycle, LLC	 	449 Nevada Street	 	Paramus	 	NJ	 	07652	 	201-264-2083
	19-Jan-17	 	Laura Aquino	 	Northern NJ	 	1	 	N/A	 	61 Franklin Turnpike	 	Allendale	 	NJ	 	07401	 	917-842-1651
	30-Jan-17	 	Kevin & Elizabeth Anderson	 	Hartford, CT	 	1	 	N/A	 	86 Poplar Hill Drive	 	Farmington	 	CT	 	06032	 	860-404-5249
	22-Jan-17	 	Stacey Stelmach	 	Pompano Beach, FL	 	1	 	N/A	 	1402 Brickell Bay Drive, #1601	 	Miami	 	FL	 	33131	 	832-477-5384
	1-Mar-17	 	John & Becky Wick	 	Indianapolis, IN	 	3	 	Wicked Spinning, LLC	 	15182 Worsley Park	 	Carmel	 	IN	 	46033	 	317-428-8467
	9-Mar-17	 	Tony Virella	 	Los Angeles, CA	 	3	 	N/A	 	5959 Murphy Way	 	Malibu	 	CA	 	90265	 	310-622-5205
	10-Mar-17	 	Saul & Lisa Locker	 	Denver, CO	 	4	 	N/A	 	1133 14th St, Unit 4250	 	Denver	 	CO	 	80202	 	303-981- 0916














																			
	16-Mar-17 	 	Devika Kumar	 	Nashville, TN	 	1	 	Mind Body Innovations, LLC	 	1301 Lone Oak Cir	 	Nashville	 	TN	 	37215	 	615-292-7033
	13-Mar-17	 	Scott Marshall	 	Denver, CO	 	1	 	Marshall CB LLC	 	9591 E Hidden Hill Lane	 	Lone Tree	 	CO	 	80124	 	303-507-6651
	24-Mar-17	 	Todd & Julie Lotzer	 	Detroit, MI	 	1	 	Spinsation, LLC	 	1562 Galena	 	Rochester Hills	 	MI	 	48306	 	612-423-6191
	24-Mar-17	 	Mark Pastolove	 	Westchest County, NY	 	1	 	Horology Now LLC	 	3 Harrison Ct	 	Cortland Manor	 	NY	 	10567	 	917-399-9513
	11-Apr-17	 	Loma and Bassam “Bobby” Ammar	 	Edmonton, AB, Canada	 	3	 	Maverick Fitness Corp.	 	43 Lacombe Drive	 	St. Albert	 	AB	 	T8N4G8	 	780-498-1137
	18-Apr-17	 	Inga & Larry Pross	 	Brooklyn, NY	 	1	 	N/A	 	199 Woodside Drive	 	Hewlett	 	NJ	 	11557	 	917-449-2048
	25-Apr-17	 	Erin Schiller	 	Wellington, FL	 	1	 	N/A	 	13 Grandview Place	 	North Caldwell	 	NJ	 	07006	 	386-882-6018
	25-Apr-17	 	Kreg Boynton & Hollie Pool	 	Wichita, KS	 	1	 	N/A	 	320 Mooney Dr	 	Benton	 	KS	 	67017	 	 
	17-May-17	 	Mark Washburn	 	Naples, FL	 	1	 	N/A	 	82 Cudworth Lane	 	Sudbury	 	MA	 	01776	 	617-529-2800
	17-May-17	 	Marty & Craig Coffey	 	Colorado Springs, CO	 	2	 	Coffey Bar, Inc	 	404 Scottsdale Drive	 	Colorado Springs	 	CO	 	80921	 	719.96 4.2882
	2-Mar-17	 	Oliver Chipp	 	United Kingdom	 	30 	 	Elan Fitness Ltd.	 	207 Regent St, 3rd Floor	 	London	 	UK	 	W1B3HH	 	 














																			
	31-May-17	 	Jeff Bass	 	Boston, MA	 	1	 	N/A	 	30 White St.	 	Winchester	 	MA	 	01890	 	978-314-9394
	31-May-17	 	Catherine Straughan & Kimberley Drobny	 	Dallas-Fort Worth, TX	 	1	 	N/A	 	1051 Harvest Hill Dr	 	Prosper	 	TX	 	75078	 	(918)519-9663
	31-May-17	 	Patrick Hickey	 	Detroit/Toledo	 	3	 	N/A	 	1952 Brim Drive	 	Toledo	 	OH	 	43613	 	(419)261-0832
	8-Jun-17	 	Natalie Rix	 	Milwaukee, WI	 	1	 	Breathe Fitness, LLC	 	N69W29754 Ridgeveiw Court	 	Hartland	 	WI	 	53029	 	773-396-7300
	24-Jul-17	 	John & Amber Reid	 	Atlanta, GA	 	1	 	Velo Fitness LLC	 	1732 Johnson Rd NE	 	Atlanta	 	GA	 	30306	 	(305)726-8767
	27-Jul-17	 	Minty & Minesh Patel	 	Savannah, GA	 	1	 	N/A	 	1102 Bradley blvd	 	Savannah	 	GA	 	31419	 	(706)340-7223
	7-Aug-17	 	Lisa Lewis	 	West Palm Beach, FL	 	1	 	It’s Cyclical LLC	 	120 Bent Tree Drive	 	Palm Beach Gardens	 	FL	 	33418	 	561-309-7836
	15-Aug-17	 	Stefanie and Kirk Nelson	 	Bend, OR	 	1	 	SK10 LLC	 	1360 NW Promontory Drive	 	Bend	 	OR	 	97703	 	[NONE]
	17-Aug-17	 	Jeffrey and Calleen Hodges	 	Des Moines	 	1	 	N/A	 	2814 NW Sharmin Drive	 	Ankeny	 	IA	 	50023	 	[NONE]
	31-Aug-17	 	April J. Amory and Kevin C. Grubb	 	Virginia Beach	 	3	 	N/A	 	1344 Penguin Circle	 	Virginia Beach	 	VA	 	23451	 	[NONE]
	31-Aug-	 	Jennifer Sims	 	Sante Fe, NM	 	1	 	N/A	 	11 Entrada	 	Sante Fe	 	NM	 	87506	 	[NONE]














																			
	 17
	 	 	 	 	 	 	 	 	 	 Descan

so
	 	 	 	 	 	 	 	 
	
19-Sep-17
	 	Joseph S. Ruiz and Cassia L. Ruiz	 	Lancaster, PA	 	1	 	N/A	 	1328 Jasmine Lane	 	Lancaster	 	PA	 	17601	 	717-715- 5688
	
28-Sep-17
	 	Bryna B. Podwoiski	 	Nashville, TN	 	1	 	 	 	1020 Andover	 	Northville	 	MI	 	48167	 	 
	
5-Oct-17
	 	David W. Pelsue	 	Madison, WI	 	1	 	DWP Enterprises EW LLC	 	1502 N. Sedgwick St., Unit 6S	 	Chicago	 	IL	 	60610	 	608-359- 3457
	
6-Oct-17
	 	David W. Pelsue	 	Madison, WI	 	1	 	DWP Enterprises HD LLC	 	1502 N. Sedgwick St., Unit 6S	 	Chicago	 	IL	 	60610	 	608-359- 3457
	
6-Oct-17
	 	Alexandria L. Pilon	 	Phoenix, AZ	 	1	 	 	 	6775 Horned Owl Trail	 	Scottsdale	 	AZ	 	85266	 	 
	
6-Oct-17
	 	Barry A. Hamilton	 	Colorado	 	AR- 23	 	Pedal Launch, LLC	 	4290 S. Hudson Parkway	 	Cherry Hills	 	Col orado	 	80113	 	 
	
13-Oct-17
	 	Jay S. Smith	 	Salt Lake City, UT	 	3	 	Peak Cycle Holdings, Inc.	 	6690 Morrison Drive	 	Denver	 	CO	 	80221	 	 
	
29-Dec-17
	 	William Pryor	 	Wellesley, CT	 	1	 	Spynergy, LLC	 	386 Washington Street	 	Wellesley	 	MA	 	02481	 	 
	
29-Dec-17
	 	Jeffrey D. Herr	 	Hyde Park, OH	 	1	 	CycleBar Hyde Park, LLC	 	3825 Edwards Road, Suite 103	 	Norwood	 	OH	 	45209	 	 
	
29-Dec-17
	 	 Jimmy

Wilde & Lisa Hillman
	 	Royal Oak, MI	 	1	 	Go Cycle, LLC	 	413 N. Main St.	 	Royal Oak	 	MI	 	48067	 	 
	
29-Dec-17
	 	Jeffrey D. Herr	 	Kenwood, OH	 	1	 	Cycle Seven Ventures Kenwood, LLC	 	3825 Edwards Road, Suite 103	 	Norwood	 	OH	 	45209	 	 
	
7-Feb-18
	 	Adnan A. Khazaal	 	Detroit, MI	 	1	 	 	 	217 S. Beech Daly	 	Dearborn Heights	 	MI	 	48125	 	 
	
27-Feb-18
	 	Carrie Touchette	 	Hartford, CT	 	1	 	 	 	653 Main Street	 	Hampden	 	MA	 	01036	 	 
	
8-Mar-18
	 	Joseph E. Maguire	 	Raleigh NC & Greenville SC	 	1	 	 	 	15675 Bellanca Lane	 	Wellington	 	FL	 	33414	 	 
	
15-Mar-18
	 	Paul A. Schnapp	 	St. Louis, MO	 	1	 	Schnapp Enterprises, Inc.	 	661 Carman Meadows Drive	 	Ballwin	 	MO	 	63201	 	 
	
18-Mar-18
	 	Jeremiah Renner	 	Columbus, OH	 	1	 	 	 	3010 Oakridge Road	 	Upper Arlington	 	OH	 	43221	 	 
	
15-Mar-18
	 	Paul A. Schnapp	 	St. Louis, MO	 	1	 	Schnapp Enterprises, Inc.	 	661 Carman Meadows Drive	 	Ballwin	 	MO	 	63201	 	 
	
18-Mar-18
	 	Jeremiah Renner	 	Columbus, OH	 	1	 	 	 	3010 Oakridge Road	 	Upper Arlington	 	OH	 	43221	 	 
	
19-Mar-18
	 	 Julie J.

Marchese, Paige M Vashon and Michele M. Shems- Then
	 	Portland, ME	 	1	 	 	 	8 Lantern Lane	 	Cumberland	 	ME	 	04110	 	 














																			
	 4-Apr-18
	 	 Scott J.

Openshaw
	 	Provo & Orem, UT (84042, 84057, 84058, 84062, 84097, 84601, 84602, 84604, and 84606)	 	1	 	 	 	 1453 Annie

Lace Way
	 	Draper	 	UT	 	84020	 	 
	
4-Apr-18
	 	 Scott J.

Openshaw
	 	Lehi, UT (84003, 84043, and 84045)	 	1	 	 	 	 1453 Annie

Lace Way
	 	Draper	 	UT	 	84020	 	 
	
11-Apr-18
	 	 Robert F.

Friend
	 	19087 and 19406	 	1	 	 	 	1320 Dell Road	 	Eagleville	 	PA	 	19403	 	 
	
11-Apr-18
	 	 Elizabeth A.

Boselli
	 	80026 and 80027	 	1	 	 	 	 3510 Raintree

Lane
	 	Dacono	 	CO	 	80514	 	 
	
30-Apr-18
	 	 Todd G. Adams, Michelle L. Adams, Michael Van Drunen, Lisa Van
Drunen,
 Robert
 Adams, Adelaide Adams
	 	 32501, 32502,

32503, 32504, and
 32514
	 	1	 	AdaVan Fitness, LLC	 	 673

Wildwood
 Drive
	 	Meridian	 	MS	 	39301	 	 
	
1-May-18
	 	 Raymond J.

Wicks and
 Joanne Diaz
	 	 Morristown, New

Jersey
	 	1	 	 	 	 215 Miln

Street, Unit
 6
	 	Cranford	 	NJ	 	07016	 	 
	
17-May-18
	 	 Janae L. Dunn and Gayle

Lacour
	 	78613 and 78717	 	1	 	 GJ Services,

LLC
	 	 1708

Snyder
 Trail
	 	Leander	 	TX	 	78641	 	 
	
25-May-18
	 	 Tracy A. Young and Daryl G.

Young
	 	Wesley Chapel, FL	 	1	 	 	 	 1503 Lake

Polo Drive
	 	Odessa	 	FL	 	33556	 	 

 1. Opening Deadline and Site Acquisition Extensions and Releases 

 

					
	Franchisee - Entity	  	  

Opening Deadline
 Extension and

Release
	  	  

Site Acquisition
 Extension and

Release

	 Marcus Capone &
Mike Murphy &
 Steve Nichols - Eminence3 Holdings, LLC (2)
	  	 20-Jun-15
	  	 
	Dan Murphy - JCN Corporation	  	 19-May-16
	  	 
	Jeff Wayne - CB Michigan, LLC	  	 19-May-16
	  	 11-Feb-16

	Cyril Hertz - Sloboda Inc.	  	 19-May-16
	  	 4-Feb-16

	Dave Bridges - DCB Cycling, LLC	  	 19-May-16
	  	 
	 Eric Skoloff &
Keith Boettiger - Cycle
 Syndicate, LLC
	  	 19-May-16
	  	 11-Jan-16

	 Gary &
Laura Stinnett and Richard & Linda
 Algea - Rick’s and Stick’s Cycle Corp.
	  	 19-May-16
	  	 
	Greg Jackson & Gladys Jackson - Simjah, Inc.	  	 19-May-16
	  	 
	Gregorio Serrata & Maria Serrata - Serrata, LLC	  	 19-May-16
	  	 25-Jan-16

	Heather Sommers-Sambado - Heather Sommers LLC	  	 19-May-16
	  	 15-Jan-16















					
	Joe Bonidy	  	 19-May-16
	  	
5-Feb-16

	Maclean Coble & David Noffsinger - Ionic Capital Partners, LLC	  	 19-May-16
	  	 
	Mark Schneider - CB Westend Inc.	  	 19-May-16
	  	 27-Jan-16

	Susan Grant - Fit Lilly Inc.	  	 19-May-16
	  	 
	Suzanne Wells & Bryn Wells & Jean Wells & Mark Wells - Ohana Fitness, Inc.	  	
19-May-16
	  	 25-Jan-16

	Yvonne Denslow and Ken & Heather Gotaas - Affinity Cycle, Inc.	  	
19-May-16
	  	 
	Justin Beck & Scott Weiss & Robert Weston - J2 Fitness, LLC	  	 20-May-16
	  	 
	Paul Hulsemen & Patrice Hulseman - 13HKC Inc.	  	 20-May-16
	  	 26-Jan-16

	Julie Kertzman & Cynthia King & Stacey Agnoustari - JSC Ventures, Inc.	  	 23-May-16
	  	 
	Ken Plotkin & Eileen Plotkin - Elite Enterprises of NY, Incorporated	  	 23-May-16
	  	 28-Jan-16

	Pedro Trujillo & Jodi Johnson	  	 23-May-16
	  	 7-Jan-16

	Peter DeLuca	  	 23-May-16
	  	 12-Jan-16

	Rod Reyes - CB Chandler, LLC (1)	  	 23-May-16
	  	 
	Brad Spivey & Trish Harrison - H&S Music City Holdings, Inc.	  	 24-May-16
	  	 27-Jan-16

	Claire Hayes & Sheila Hayes	  	 24-May-16
	  	 12-Jan-16

	Donna Suro & Libbie Crane - LiquiD RVA, LLC	  	 24-May-16
	  	 
	Jackie Benson & Michael Benson	  	
24-May-16
	  	 2-Feb-16

	Kevin & Sharon Thompson - Sharon Elizabeth, LLC	  	 24-May-16
	  	 
	Michelle Morris & Julie Pfaff - JM Power Group, Inc.	  	 24-May-16
	  	 
	Tim Ross - Eminence3 Holdings, LLC	  	 24-May-16
	  	 
	Bob Wexler	  	 25-May-16
	  	 10-Feb-16

	Christine Wallin & Andrew Aiello - AGCM Enterprises	  	 25-May-16
	  	 8-Feb-16

	Gary Dellovade	  	 25-May-16
	  	 8-Jan-16

	John Ryan & Marina Ryan - Ryan Ventures Inc.	  	 25-May-16
	  	 
	Katie Knowles & Robert Knowles - LBSC, LLC	  	 25-May-16
	  	 
	Kristin Hill & Kelly Allen - K&K Cycling, LLC	  	 25-May-16
	  	 
	Michelle Elder & Brad Elder - MicheHill LLC	  	 25-May-16
	  	 
	Rob Janda - Cycle Norterra, LLC	  	 25-May-16
	  	 8-Feb-16

	Zach Pettus & Jean Nitchals - Alpha Team Holdings, LLC	  	 25-May-16
	  	 
	Ken Stuttaford - Seaside Clean Living, Inc.	  	 26-May-16
	  	 8-Feb-16















					
	Joe Cece & MaryLaurie Cece	  	 27-May-16
	  	
12-Jan-16

	Don Dasher & Lisa Hazen - Dog’s Breath Inn, Inc.	  	 7-Jun-16
	  	 
	Joelle Bouhadana - CYCLE26, LLC	  	 7-Jun-16
	  	 
	Lauren Schroeder & Scott Schroeder – Schroeder Enterprises LLC	  	 7-Jun-16
	  	 
	Steve Braverman - Braveride I, LLC	  	 7-Jun-16
	  	 
	Steve Braverman - Braveride II, LLC	  	 7-Jun-16
	  	 
	John Duncan & Renee Duncan - JRD Jumping Corp.	  	 10-Jun-16
	  	 
	Rafael Ponce - MV Fitness, LLC	  	
13-Jun-16
	  	 
	Chris McIntyre - cMc Enterprise, LLC	  	 14-Jun-16
	  	 
	Jonathan Bernard & Dan Kruse - TES Solutions LLC	  	 14-Jun-16
	  	 
	Joel and Shirelle Vilmenay - Crescent City Cycle, LLC	  	 16-Jun-16
	  	 
	Kim Hoss & Frances Clark (1)	  	 16-Jun-16
	  	 29-Feb-16

	Jeff Cohen - JBJ Exton Investments, LLC	  	 17-Jun-16
	  	 
	Charlotte Jones-Burton & Delvin Burton - Burton Inspires LLC	  	 20-Jun-16
	  	 21-Mar-16

	Bryan Lively and Anne & Nick Monigold	  	 18-Jul-16
	  	 6-Jan-16

	Leslie Anderson - Anderson Holdings, LLC	  	 19-Jul-16
	  	 
	Irving Chung & Melissa Chung - Fit Endeavors I, LLC	  	 20-Jul-16
	  	 
	Bob Franzetta - JMT Fitness Hillcrest, Inc.	  	
21-Jul-16
	  	 
	Jack Cauley & Deanna Cauley - JCD Colorado, LLC	  	
21-Jul-16
	  	 24-Feb-16

	Curt Buttiker - 313 Fitness LLC	  	
4-Aug-16
	  	 
	John Fleming & Barbara Fleming - Corones, Inc.	  	 16-Aug-16
	  	 12-Jul-16

	Thom Bailey & Dione Bailey (1)	  	 16-Aug-16
	  	 5-Jul-16

	Marc Krasner - Spin City Colorado, LLC	  	 28-Sep-16
	  	 29-Jun-16

	Charles Jones & Glenn Flessas	  	 30-Sep-16
	  	 25-Jul-16

	Travis Jacobson & Debbie Jacobson - TDW Properties, LLC	  	 3-Oct-16
	  	 14-Jul-17

	Heather Branstetter & Chuck Scheider (2) - Next Level Cycling, LLC	  	 4-Oct-16
	  	 7-Jul-16

	Heather Branstetter & Chuck Schneider (1) Next Level Cycling, LLC	  	 4-Oct-16
	  	 7-Jul-16

	Liz Hatch & Tom Epstein - Avant-garde Fitness, LLC	  	 13-Oct-16
	  	 8-Jul-16

	Brandon Baca & Shelley Baca - B3 Evolution, LLC	  	 2-Dec-16
	  	 29-Jun-16

	Brandon Baca & Shelley Baca - B4 Evolution, LLC	  	 2-Dec-16
	  	 29-Jun-16















					
	Robin Ferguson & Lindsay Sanders	  	 2-Dec-16
	  	
27-Jun-16

	Rachel Orlando & Peter Orlando (1) Dev-Pro, LLC	  	 6-Dec-16
	  	 8-Jul-16

	Danielle King & Doug King - DD Cycle Inc.	  	 14-Dec-16
	  	 29-Jun-16

	Chris Andras & Michael Silas	  	 15-Dec-16
	  	 28-Jun-16

	Paul Schnapp & Anita Schnapp - Schnapp Enterprises, Inc.	  	 5-Jan-17
	  	 8-Jul-16

	Dave Jones - Fit Investments, LLC	  	
5-Jan-17
	  	 28-Jun-16

	Alan Telford	  	
22-Feb-17
	  	 21-Jul-16

	David Busker & David Batschelett - DB2 Fitness One, LLC	  	 22-Feb-17
	  	 19-Jul-16

	Chris Yates - Elevate Partners, LLC	  	 23-Feb-17
	  	 10-Aug-16

	Greg Venbrux & Nuchanart Venbrux - Kraken CycleWorks LLC	  	 23-Feb-17
	  	 13-Aug-16

	Roger Hendren & Grant Hendren & Lucas Henden - RockStrong Texas LLC	  	 23-Feb-17
	  	 22-Jul-16

	Steve Zubrzycki & Jane Zubrzycki - Cycle Revolution Inc.	  	 23-Feb-17
	  	 12-Aug-16

	Mike Harris	  	 28-Feb-17
	  	 
	Nate Fennell & Chris Shill	  	 28-Feb-17
	  	 21-Jul-16

	Kathleen Boss	  	 1-Mar-17
	  	 21-Jul-16

	Marc & Lisa Palmer - Charlotte Cycle, Inc.	  	 UNDATED
	  	 
	Dan Lorenz & Sean O’Connor & John Ghabra - 7 Knots, LLC	  	 UNDATED
	  	 
	David Safai	  	 	  	 12-Jan-16

	Tejal Kamdar & Jason Snyder & Meera Kamdar	  	 	  	 13-Jan-16

	Houston Ross & Karin Ross	  	 	  	 13-Jan-16

	Nigel Brown & Michelle McGlocklin - Drury Lane Ventures, Inc.	  	 	  	 25-Jan-16

	Torsten Schermer & Bob Lee & Catherine Lee - ScherLeeUBike, LLC	  	 	  	 12-Feb-16

	Lee Oesterling & Kirsten Rickers - Atlanta Cycle Studios, LLC	  	 	  	 23-Feb-16

	Patty Harte	  	 	  	 28-Feb-16

	Joseph Amon & Blair Amon & James Yourinson & Rebecca Yourinson - YAE
Corporation (2 Agreements)	  	 	  	 29-Feb-16

	Lee Williams & Christine Williams	  	 	  	 27-Jun-16

	Fred Ryser & Katie Ryser - PACKWOLF, LLC	  	 	  	 28-Jun-16

	Liz Ullathorne & Bill Ullathorne - ELU, LLC	  	 	  	 28-Jun-16

	Shelley Jonietz & Joseph Jonietz	  	 	  	 29-Jun-16

	Amy Rath & Ryan Rath	  	 	  	 5-Jul-16















					
	Robert Korabik & Elizabeth Korabik - HTC Wellness, Inc.	  	 	  	
5-Jul-16

	Hayley Killam - (1)	  	 	  	 6-Jul-16

	Tim Hughes - DalKor Inc.	  	 	  	 6-Jul-16

	Chris Mullen	  	 	  	 8-Jul-16

	Clint Privett (1)	  	 	  	 11-Aug-16

	Chris Bushey & Casey Bushey - CB3, LLC	  	 	  	 1-Sep-16

	Desert Ventures CBI_	  	 16-Oct-17
	  	 
	Challenger 728, LLC	  	 16-Oct-17
	  	 
	Laura Aquino	  	
16-Oct-17
	  	 
	Velo Fitness LLC	  	 	  	 30-Oct-17

	I & C Cycle, LLC	  	 31-Oct-17
	  	 
	VK2, LLC	  	 3-Nov-17
	  	 
	Minty, Minesh, Davesh Patel	  	 	  	 3-Nov-17

	Breathe Fitness, LLC	  	 	  	 3-Nov-17

	K. Anderson	  	 3-Nov-17
	  	 














	 	1.	 Groupon Modification Agreements 



 

			
	
Franchisee - Entity
	 	
Groupon
Modification
Agreement

	 Doug and Mindy Dolenc - M.D.
Dolenc Enterprise Inc.
	 	 30-Jun-15

	 Jeff Delorme
	 	 27-Jun-16

	 Maclean Coble & David
Noffsinger - Ionic Capital Partners, LLC
	 	 28-Jun-16

	 Susan Grant - Fit Lilly
Inc.
	 	 28-Jun-16

	 Christie Meyers &
Kristofer Meyers - CB Raleigh, LLC
	 	 28-Jun-16

	 David EichelBerger - DCL Fitness
Inc.
	 	 28-Jun-16

	 JCN Corporation
	 	 28-June-16

	 Eric & Debbie Huffine -
Deep Enterprises, LLC
	 	 5-Jul-16

	 Patrick and Anna Walsh - RYR
Colorado, LLC
	 	 6-Jul-16

	 Craig & Marilysn Holm -
Holm Family Holdings LLC
	 	 11-Aug-16

	 JSC Ventures, Inc.
	 	 14-Nov-16

	 JBJ Exton Investments,
LLC
	 	 16-Nov-16


  

	 	2.	 Resale Agreements 



 

			
	 Franchisee -
Entity
	 	
Resale
Agreement

	
Chris Bushey & Casey Bushey - CB3, LLC
	 	 28-Mar-16

	
Ekpedme Udoh & Brandon Grier - LGR LIFESTYLE, LLC
	 	 6-Apr-16

	
Lee Singer & Ronnie Singer
	 	 1-Jun-16

	
Steven Ruby & Lisa Ruby - Redgem Holdings LLC
	 	 2-Jun-16

	
Doug and Mindy Dolenc - M.D. Dolenc Enterprise Inc.
	 	 11-Jul-16

	
David Conway
	 	 11-Jul-16

	
Chris Andras & Michael Silas
	 	 25-Aug-16

	
William McComb & Peter Wolf - Ciclo Management, LLC
	 	 28-Aug-16















			
	Gary Dellovade	  	2-Sep-16
	Christie Meyers (2)	  	5-Sep-16
	Kenneth G. & Gladys C. Jackson - Simjah Inc.	  	14-Oct-16
	Bryan Lively and Anne & Nick Monigold	  	2-Nov-16
	Latasha D. & Brian C. Emeri	  	10-Nov-16,
as
amended
5-Jun-17
	Craig R. & Cathleen G. Gentry & Karen C. Wilson-Torres	  	9-Dec-16
	Amy Rath & Ryan Rath	  	27-Jan-17
	 	 
	Joe Rothchild and Bradley Macpherson - GHM CB, LLC	  	16-Mar-17
	 	 
	Heather Branstetter & Chuck Scheider (2) - Next Level Cycling, LLC	  	5-Jun-17
	 	 
	Holm Family Holdings	  	13-Nov-17
	 	 
	Next Level Cycling	  	13-Nov-17
	 	 
	313 Fitness, LLC	  	29-Mar-18
	 	 
	Amy Snow	  	30-Mar-18
	 	 
	Sharon Elizabeth, LLC	  	3-Apr-18
	 	 
	Anthony Bonidy	  	11-Apr-18

  

	 	3.	 Reacquisition and Release Agreements 



 

			
	 	 
	Franchisee - Entity	  	 Reacquisition

and Release

	
Andrew Lambie & Pamela Lambie
	  	 24-Feb-16

	
Kira Knickrehm
	  	 1-Jun-16

	 A.
David Davis & Jacob Davis & John Krumdieck - MdG Partners, LLC
	  	 9-Feb-32

	
Michelle Marks
	  	 UNDATED


  

	 	4.	 Interim Studio Operations Agreements & Renewals 















					
	Franchisee - Entity	  	Interim Studio
Operations
Agreement	  	Interim Studio
Operations
Agreement Renewal
	 	 	 
	Shelby Faubion & James Moller - Finition Inc.	  	31-Oct-16	  	25-Apr-17
	 	 	 
	Dan Murphy - JCN Corporation	  	15-Nov-16	  	N/A
	 	 	 
	Greg Jackson & Gladys Jackson - Simjah, Inc.	  	3-Jan-17	  	N/A
	 	 	 
	Doug and Mindy Dolenc - M.D. Dolenc Enterprise Inc.	  	27-Jul-17	  	N/A

  

	 	5.	 Transfer and Assignment Agreements 



 

					
	 	 	 
	Franchisee - Entity	  	 Transfer and

Assignment Non-
 control transfer

(entity transfer)
	  	 Transfer and

Assignment
 Control (change

of ownership
 transfer)

	 	 	 
	
Joel and Shirelle Vilmenay - Crescent City Cycle, LLC
	  	 12-Mar-15
	  	 
	 	 	 
	
Joseph Purton - Lucky Star Holdings, LLC
	  	 1-May-15
	  	 
	 	 	 
	
Shelby Faubion & James Moller - Finition Inc.
	  	 9-Jun-15
	  	 16-Jul-17

	 	 	 
	
Craig & Marilysn Holm - Holm Family Holdings LLC
	  	
20-Jul-15
	  	 
	 	 	 
	
David EichelBerger - DCL Fitness Inc.
	  	
23-Jul-15
	  	 
	 	 	 
	
Steven Ruby & Lisa Ruby - Redgem Holdings LLC
	  	 21-Aug-15
	  	 
	 	 	 
	
Christie Meyers & Kristofer Meyers - CB Raleigh, LLC
	  	 4-Sep-15
	  	 3-Apr-17

	 	 	 
	
Julie Kertzman & Cynthia King & Stacey Agnoustari - JSC Ventures, Inc.
	  	 8-Sep-15
	  	 
	 	 	 
	
Jill & Carl Isaacs - CMCJ, LLC
	  	 24-Sep-15
	  	 
	 	 	 
	
Gregorio Serrata & Maria Serrata - Serrata, LLC
	  	 9-Oct-15
	  	 
	 	 	 
	
Ken Stuttaford - Seaside Clean Living, Inc.
	  	 30-Oct-15
	  	 
	 	 	 
	 A.
David Davis & Jacob Davis & John Krumdieck - MdG Colony, LLC
	  	 2-Nov-15
	  	 
	 	 	 
	
Rod Reyes - CB Chandler, LLC (1)
	  	 24-Nov-15
	  	 
	 	 	 
	
Rod Reyes - CB Chandler, LLC (2)
	  	 24-Nov-15
	  	 
	 	 	 
	
Greg Jackson & Gladys Jackson - Simjah, Inc.
	  	 30-Nov-15
	  	 16-Jul-17















					
	 	 	 
	
Nigel Brown & Michelle McGlocklin - Drury Lane Ventures, Inc.
	  	 4-Jan-16
	  	 
	 	 	 
	
Kristin Hill & Kelly Allen - K&K Cycling, LLC
	  	 23-Jan-16
	  	 
	 	 	 
	
Kevin & Sharon Thompson - Sharon Elizabeth, LLC
	  	 26-Jan-16
	  	 
	 	 	 
	
Curt Buttiker - 313 Fitness LLC
	  	 17-Feb-16
	  	 
	 	 	 
	
Katie Knowles & Robert Knowles - LBSC, LLC
	  	 21-Feb-16
	  	 
	 	 	 
	
Patrick and Anna Walsh - RYR Colorado, LLC
	  	 16-Mar-16
	  	 
	 	 	 
	
John Fleming & Barbara Fleming - Corones, Inc.
	  	
22-Mar-16
	  	 
	 	 	 
	
Danielle King & Doug King - DD Cycle Inc.
	  	 24-Mar-16
	  	 
	 	 	 
	
Brandon Baca & Shelley Baca - B3 Evolution, LLC
	  	 31-Mar-16
	  	 
	 	 	 
	
Brandon Baca & Shelley Baca - B4 Evolution, LLC
	  	 31-Mar-16
	  	 
	 	 	 
	
Liz Ullathorne & Bill Ullathorne - ELU, LLC
	  	 23-Apr-16
	  	 
	 	 	 
	
Heather Branstetter & Chuck Scheider (2) - Next Level Cycling, LLC
	  	 27-Apr-16
	  	 
	 	 	 
	
Heather Branstetter & Chuck Schneider (1) Next Level Cycling, LLC
	  	 27-Apr-16
	  	 
	 	 	 
	
Irving Chung & Melissa Chung - Fit Endeavors I, LLC
	  	 3-May-16
	  	 
	 	 	 
	
Yvonne Denslow and Ken & Heather Gotaas - Affinity Cycle, Inc.
	  	
4-May-16
	  	 
	 	 	 
	
Heather Sommers-Sambado - Heather Sommers LLC
	  	 1-Jun-16
	  	 
	 	 	 
	
Fred Ryser & Katie Ryser - PACKWOLF, LLC
	  	 10-Jun-16
	  	 
	 	 	 
	
Bob Franzetta - JMT Fitness Hillcrest, Inc.
	  	 15-Jun-16
	  	 
	 	 	 
	
Michelle Morris & Julie Pfaff - JM Power Group, Inc.
	  	 16-Jun-16
	  	 
	 	 	 
	
Maclean Coble & David Noffsinger - Parachute Capital Partners, LLC
	  	 20-Jun-16
	  	 
	 	 	 
	
Marc & Lisa Palmer - Charlotte Cycle, Inc.
	  	 30-Jun-16
	  	 
	 	 	 
	
Amy Snow - Amy Snow Enterprise Inc.
	  	 29-Jul-16
	  	 
	 	 	 
	
Susan Grant - Fit Lilly Inc.
	  	 5-Aug-16
	  	 
	 	 	 
	
Dave Bridges - DCB Cycling, LLC
	  	 12-Aug-16
	  	 
	 	 	 
	
Don Dasher & Lisa Hazen - Dog’s Breath Inn, Inc.
	  	 25-Aug-16
	  	 














					
	Rachel Orlando & Peter Orlando (1) Dev-Pro, LLC	  	8-Sep-16	  	 
	Brad Spivey & Trish Harrison - H&S Music City Holdings, Inc.	  	8-Nov-16	  	 
	J. Scott McBride & Chris Sommer - HighRev Lifestyle, Inc. & McBride-5 Enterprise, LLC
(Development Agreement)	  	14-Nov-16	  	 
	Cyril Hertz - Sloboda Inc.	  	23-Nov-16	  	 
	Chris Bushey & Casey Bushey - CB3, LLC	  	29-Dec-16	  	 
	Mark Schneider - CB Westend Inc.	  	10-Jan-17	  	 
	Chris Yates - Elevate Partners, LLC	  	14-Feb-17	  	 
	Steve Zubrzycki & Jane Zubrzycki - Cycle Revolution Inc.	  	7-Mar-17	  	 
	Robert Korabik & Elizabeth Korabik - HTC Wellness, Inc.	  	20-Mar-17	  	 
	Dan Murphy - JCN Corporation	  	 	  	14-May-15
	Doug and Mindy Dolenc - M.D. Dolence Enterprise Inc.	  	 	  	24-Sep-15
	Marc Krasner - Spin City Colorado, LLC	  	 	  	24-Dec-15
	Michael Kearns & Ana Bertsch - Gavia Cycling, LLC	  	 	  	24-Dec-15
	Mark & Denise Davis	  	 	  	5-Feb-16
	Justin Beck & Scott Weiss & Robert Weston - J2 Fitness, LLC	  	 	  	24-Apr-16
	Clementine Goutal & Andres Rodriguez (1)	  	 	  	10-May-16
	Clint Privett (2)	  	 	  	10-May-16
	Greg Venbrux & Nuchanart Venbrux - Kraken CycleWorks LLC	  	 	  	8-Jul-16
	J. Scott McBride & Chris Sommer - HighRev Lifestyle, Inc. (FA1)	  	 	  	14-Nov-16
	Kim Hoss & Frances Clark (2)	  	 	  	7-Aug-17
	Marcus Capone & Mike Murphy & Steve Nichols - Eminence3 Holdings, LLC (1)	  	 	  	19-Apr-33
	Tim Ross - Eminence3 Holdings, LLC	  	 	  	29-Apr-33
	J. Scott McBride & Chris Sommer - HighRev Lifestyle2, Inc. (FA2)	  	 	  	15-Feb-34
	Joe Rothchild and Bradley Macpherson - GHM CB, LLC	  	 	  	2-Jun-34
	Maclean Coble & David Noffsinger - Ionic Capital Partners, LLC	  	21-Oct-15 (Release Only)	  	 














					
	Peak Cycle Holdings, LLC	  	 	  	13-Oct-17
	 	 	 
	S. Pineault to Novaturient	  	30-Oct-17	  	 
	 	 	 
	Eminence3 Holdings, LLC to CBBrier, LLC	  	 	  	20-Nov-17
	 	 	 
	Avante-garde Fitness to AG3	  	22-Nov-17	  	 
	 	 	 
	DCL Fitness, Inc. to JCM Kentucky Cycle, LLC	  	 	  	15-Dec-17
	 	 	 
	Deep Enterprises	  	 	  	18-Dec-17
	 	 	 
	Williams to LJW74, Inc.	  	19-Jan-18	  	 
	 	 	 
	RYR Colorado to Locker Fit Lifestyle DTC	  	 	  	2-Feb-18
	 	 	 
	RYR Colorado to Locker Fit Lifestyle LoHi	  	 	  	2-Feb-18

  

	 	6.	 Territory Swap Amendments 



 

					
	 Franchisee -
Entity
	  	 Territory Swap

Amendment (1)
	  	 Territory
Swap
 Amendment (2)

	A. David Davis & Jacob Davis & John Krumdieck - MdG Partners, LLC	  	27-Jul-15	  	 
	David Safai	  	13-Aug-15	  	3-Dec-15
	Doug and Mindy Dolenc - M.D. Dolence Enterprise Inc.	  	2-Dec-15	  	 
	Jeff Wayne - CB Michigan, LLC	  	17-May-16	  	27-Jun-17
	Marc & Lisa Palmer - Charlotte Cycle, Inc.	  	UNDATED	  	 

  

	 	7.	 Termination Agreements 



 

																											
	Franchise
ID	 	
Center
 Name
	 	Date
Terminated	 	Effective
Date Of
Action	 	Type
Of
Action	 	Representative
Contact Name	 	Address
1	 	City	 	Country	 	ZiP /
Postal
Code	 	State /
Province	 	Phone	 	Mobile	 	Email
	
Ter
	 	Long	 	 	 	 	 	Ter	 	Camill	 	 	 	 	 	US	 	 	 	CA	 	9493	 	 	 	camillellombar














																											
	me d1	 	Beach	 	 	 	 	 	mination	 	 e

Lombardo
	 	 	 	 	 	A	 	 	 	 	 	067498	 	 	 	do@gmail.com
	Termed2	 	Anaheim Hills (fka Yorba Linda)	 	12/12/15	 	12/12/15	 	Termination	 	Susann/ Claudia Clifford/ Stieding	 	100 South Chaparral Court, Suite 140	 	Anaheim	 	USA	 	92808	 	CA	 	(760) 262-7337	 	 	 	baron4800@icloud.com; csteiding@verizon.net
	Termed3	 	San Clemente	 	12/12/15	 	12/12/15	 	Termination	 	Connie (Cons tance) Moisan	 	302 N.El Camino Real, Suite 106	 	San Clemente	 	USA	 	92672	 	CA	 	(949) 310-3292	 	 	 	sanclemente@clubpilatesstudio.com
	Termed4	 	Corona	 	12/12/15	 	12/12/15	 	Termination	 	Katie/ Cindy Picazo/ Reyes	 	469 Magnolia Avenue, Suite 106	 	Corona	 	USA	 	92879	 	CA	 	619-818- 4020	 	 	 	katiepicazo@aol.com; cpreyes2@gmail.com
	Termed5	 	Temecula 	 	12/12/15	 	12/12/15	 	Termination	 	Olivia/ Katie Scira/ Picazo	 	41789 Nicole Lane, Suite B4	 	Temecula 	 	USA	 	92591	 	CA	 	(951) 796-8981	 	 	 	 temecula@clubpilatesstudio.com;

katiepicazo@ aol.com

	Termed6	 	Pacific Beach	 	12/23/2015	 	12/23/2015	 	Termination	 	Jennifer/Brigette Gold/ Guido	 	5010 Cass Street, Suite H	 	San Diego	 	USA	 	92109 	 	CA	 	(619) 415-5699 	 	(619)997-9553 	 	pacificbeach@clubpilatesstudio.com
	Termed7 	 	La Jolla 	 	12/23/2015 	 	12/23/2015 	 	Termination 	 	Jennifer/Brigette Gold/	 	 	 	 	 	USA 	 	 	 	CA 	 	(619) 415-5699	 	 	 	 pacificbeach@clubpilatesstudio.com















																									
	 	 	 	 	 	 	 	 	 	 	Guido	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Termed8	 	Pt Loma	 	12/23/2015	 	12/23/2015	 	Termination	 	 Jennifer/

Brigette Gold/Guido
	 	 	 	 	 	USA	 	 	 	CA	 	 (619)
 415-5699
	 	pacificbeach@clubpilatess tudio.com
	Termed9	 	Brentwood	 	 	 	 	 	Termination	 	Derek Jones	 	 	 	 	 	USA	 	 	 	CA	 	 (619)
 980-2712
	 	derek.jones@ clubpilates.com
	Termed10	 	Sunnyvale	 	 	 	 	 	Termination	 	 Michael

Fedyna
	 	 	 	 	 	USA	 	 	 	CA	 	 408-

844-4403
	 	 
	Termed11	 	SanRamon 	 	 	 	 	 	Termination	 	Min & Ivy Tsao / Liu	 	 	 	 	 	USA	 	 	 	CA	 	 	 	 
	Termed12	 	Tucson	 	7/31/2016	 	7/31/2016	 	Termination	 	 Mary

Beardsley
	 	1702 E Prince #120	 	Tucson	 	USA	 	85719	 	AZ	 	 (520)
 241-4743
	 	mary.beardsley@clubpilates.com
	Termed13	 	Torrance	 	7/31/2016	 	7/31/2016	 	Termination	 	 Liuba
 Stephanie Lerro-
 Parraway
	 	24239 Hawthorne Blvd. #104	 	Torrance	 	USA	 	90505	 	CA	 	619 5183338	 	liuba.lerro@clubpilates.com
	Termed14	 	Australia	 	9/15/2016	 	9/15/2016	 	Termination	 	 Jemima

North
	 	Level 1, 341-343 Penshurst Street	 	Willoughby	 	AUS	 	2086	 	NSW 	 	614 31163818 	 	willoughby@clubpiltesstudio.com
	Termed15 	 	Woodland Hills	 	10/31/2016 	 	10/31/2016 	 	Termination 	 	Nikkita Weerasinghe 	 	19720 Ventura Blvd Suite 101/10	 	Woodland Hills	 	USA	 	91364 	 	CA	 	 818-
 207-2857
	 	woodlandhills @clubpilates.com














																							
	 	 	 	 	 	 	 	 	 	 	 	 	 2
	 	 	 	 	 	 	 	 	 	 
	Termed16	 	Agoura Hills/Tarzana	 	10/31/2016	 	10/31/2016	 	Termination	 	Nikkita Weerasinghe	 	 	 	Agoura Hills/Tarzana	 	USA	 	CA	 	818-207-2857	 	woodlandhills @clubpilates.com
	Termed17	 	Sherman Oaks	 	10/31/2016	 	10/31/2016	 	Termination	 	Nikkita Weerasinghe	 	 	 	Sherman Oaks	 	USA	 	CA	 	818- 207- 2857	 	woodlandhills @clubpilates.com
	Termed18	 	Alhambra	 	4/11/2017	 	4/11/2017	 	Termination	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Termed19	 	Virginia Highland	 	1/10/2018	 	1/10/2018	 	Termination	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Termed20	 	Arrowhead	 	6/4/2018	 	6/4/2018	 	Termination	 	Jennifer Marrinnan	 	 	 	 	 	 	 	 	 	 	 	 
	Termed21	 	Downtown Phoenix	 	6/4/2018	 	6/4/2018	 	Termination	 	Jennifer Marrinnan	 	 	 	 	 	 	 	 	 	 	 	 
	Termed22	 	Glen Mills PA	 	4/11/2018	 	4/11/2018	 	Died, CP bought back licenses	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Termed23	 	Allgates PA	 	4/11/2018	 	4/11/2018	 	Died, CP bought back licenses	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Termed24	 	King of Prussia PA	 	4/11/2018	 	4/11/2018	 	Died, CP bought back licenses	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Termed25	 	Bryn Mawr PA	 	4/11/2018	 	4/11/2018	 	 Died, CP

bought back licenses
	 	 	 	 	 	 	 	 	 	 	 	 	 	 














																											
	d25	  	 r PA
	  	8	  	8	  	bought back licenses 	  	 	  		  	 	  		  	 	  		  	 	  		  	 
	Termed26	  	 Newton

Square PA
	  	4/11/2018	  	4/11/2018	  	 Died, CP bought back

licenses
	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 
	Termed27	  	 Woodstock

Farm PA
	  	4/11/2018 	  	4/11/2018 	  	 Died, CP bought back

licenses
	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 

  

					
	 	 	 
	Franchisee - Entity	  	Termination
Agreement	  	Termination
Agreement
Amendment
	 Ted
Mueller
	  	1-Dec-15	  	 
	 Jill & Carl Isaacs - CMCJ,
LLC
	  	10-Dec-15	  	 
	
Mark & Denise Davis
	  	5-Feb-16	  	 
	 Nigel Brown & Michelle
McGlocklin - Drury Lane Ventures, Inc.
	  	4-May-16	  	 
	 David
Safai
	  	5-May-16	  	 
	 Hayley Killam - (DA &
3)
	  	6-May-16	  	8-Aug-16
	 Merle
Beeson
	  	12-May-16	  	 
	 Houston Ross &
Karin Ross
	  	9-Aug-16	  	 
	 Jack
Cauley & Deanna Cauley - JCD Colorado, LLC
	  	1-Nov-16	  	 
	 Liz Ullathorne &
Bill Ullathorne - ELU, LLC
	  	3-Nov-16	  	 
	 Chris
Mullen
	  	4-Nov-16	  	 
	 Joseph Amon & Blair
Amon & James Yourinson & Rebecca Yourinson - YAE
Corporation (2 Agreements)
	  	2-Dec-16	  	 
	 Steven
Ruby & Lisa Ruby - Redgem Holdings LLC
	  	22-Dec-16	  	 
	 David Conway
	  	20-Jan-17	  	 
	
Tim Hughes - DalKor Inc.
	  	20-Jan-17	  	 














					
	
Ekpedme Udoh & Brandon Grier - LGR LIFESTYLE, LLC
	  	31-Jan-17	  	 
	 Christie
Meyers & Kristofer Meyers - CB Raleigh, LLC
	  	3-Apr-17	  	 
	 Doug and
Mindy Dolenc - M.D. Dolence Enterprise Inc.
	  	6-Apr-17	  	 
	
Clementine Goutal & Andres Rodriguez (2)
	  	8-May-17	  	 
	 Wicked
Spinning
	  	18-Oct-17	  	 
	 Eminence
3 Holdings
	  	30-Oct-17	  	 
	 S. &
J. Jonietz
	  	17-Nov-17	  	 
	
Smith-Emeri
	  	15-Dec-17	  	 
	 N. &
A. Smith
	  	22-Feb-18	  	 

  

	 	8.	 Studio AV Modification Agreements 



 

			
	
Franchisee - Entity
	 	Studio A/V

Modification
 Agreement

	
Rodney & Jodi Reyes - CB Chandler LLC
	 	6-Jun-16
	 Jeff
Cohen - JBJ Exton Investments, LLC
	 	1-Sep-16
	 Michael
D. Olander & Jason P Green - JM Cycle, LLC - Village Meridian
	 	11-Nov-16
	 Ken
Stuttaford - Seaside Clean Living, Inc.
	 	23-Dec-16
	 Bob
Franzetta - JMT Fitness Hillcrest, Inc.
	 	29-Dec-16
	 Eric
Skoloff & Keith Boettiger - Cycle Syndicate, LLC
	 	25-Jan-17
	 Cyril
Hertz - Sloboda Inc.
	 	31-Jan-17
	 Michael
D. Olander & Jason P. Green - JM Cycle, LLC - Tanasbourne
	 	22-Feb-17
	 Rachel
Orlando & Peter Orlando (1) Dev-Pro, LLC
	 	28-Feb-17
	 Alan
Telford
	 	3-Mar-17
	 Michael
D. Olander & John G. Janszen - JCM Kentucky Cycle, LLC
	 	3-Mar-17
	 Donna
Suro & Libbie Crane - LiquiD RVA, LLC
	 	14-Mar-17
	 Heather
Sommers-Sombado - Heather Sommers, LLC
	 	10-Apr-17
	 Kristin
Hill & Kelly Allen - K&K Cycling, LLC
	 	10-Apr-17














			
	
Zach Pettus - Alpha Team Holdings, LLC
	 	 24-Apr-17

	
Roger Hendren & Grant Hendren & Lucas Henden - RockStrong Texas LLC
	 	 10-May-17

	
Marlon & Andrea Byrd - MAGM Fitness, Inc.
	 	 15-May-17

	
Chris & Casey Bushey - CB3 LLC
	 	 30-May-17

	
Philly Cycle Inc.
	 	 19-May-17

	
Irving Chung & Melissa Chung - Fit Endeavors I, LLC
	 	 12-Jun-17

	
Paul Schnapp & Anita Schnapp - Schnapp Enterprises, Inc.
	 	 27-Jul-17

	
Suzanna Wells, Bryn Wells, Jean Wells and Mark Wells - Ohana Fitness, Inc.
	 	 7-Sep-17

	
Greg K. Venbrux and Nuchanart Venbrux - Kraken Cycleworks, LLC
	 	 11-Sep-17

	
David Bland - Positive Spin, LLC
	 	 13-Sep-17














 Club Pilates 

Franchise Agreements in 
 Effect Summary - excluding

 terminations 
  

																													
	As of:	 	06/18/18	 	 	 	Franchisee	 	Studio Information	 	Franchisee Personal Information	 	 	 	 	 	 
	 	 	Studio
Name	 	State	 	 Last

Name
	 	First Name	 	Street	 	City	 	State  	 	Zip	 	Studio Phone	 	Franchisee Phone	 	Franchisee Email	 	Royalty
Rate	 	MFC Rate	 	Individual
Territory
FA Date
	1	 	Club Pilates Midtown Miami	 	FL	 	Maria Gutierrez	 	Tania Peck	 	30 NW 34th St #2	 	Miami	 	FL	 	33127	 	786.509.9831	 	T: 786.218.3572 M:954.673.1536	 	Tania.peck@clubpilates.com; Mariaisabel.gutierrez@clubpilates. com	 	6%	 	2%	 	05/16/17
	2	 	Club Pilates Parker	 	CO	 	Bosson	 	Cathy	 	 	 	 	 	CO	 	 	 	 	 	 	 	Cathy.Bosson@clubpilates.com	 	6%	 	2%	 	07/28/17
	3	 	Club Pilates Morena	 	CA	 	Clements	 	Chris	 	4901 Morena Blvd. Suite 210	 	San Diego	 	CA	 	92117	 	858.914.1459	 	C: 619-203-8538	 	chris.clements@clubpilates.com	 	6%	 	2%	 	01/01/12
	4	 	Club Pilates Liberty Station	 	CA	 	Clements	 	Chris	 	2750 Dewey Rd., Ste 102	 	San Diego	 	CA	 	92106	 	619.541.8877	 	C: 619-203-8538  	 	chris.clements@clubpilates.com	 	6%	 	2%	 	01/01/12


  
 Schedule 9.27 














																													
	5	 	Club Pilates La Jolla	 	CA	 	Clements	 	Chris	 	 	 	 	 	CA	 	 	 	 	 	C: 619-203-8538	 	chris.clements@clubpilates.com	 	6%	 	2%	 	01/01/12
	6	 	Club Pilates Eastlake	 	CA	 	Davies/Hays	 	Carolyn/Dave	 	861 Harold Place, Suite 305	 	Chula Vista	 	CA	 	91914	 	619-392-2572	 	Carolyn (619) 249-3037; Dave (858) 220-3676	 	dave.hayes@clubpilates.com; carolyn.davies@clubpilates.com	 	4%	 	2%	 	11/16/12
	7	 	Club Pilates Mira Mesa	 	CA	 	Davies/Hays	 	Carolyn/Dave	 	9460 Mira Mesa Blvd, Unit P	 	San Diego	 	CA	 	92126	 	858-254-3326	 	Carolyn (619) 249-3037; Dave (858) 220-3676	 	dave.hayes@clubpilates.com; carolyn.davies@clubpilates.com	 	6%	 	2%	 	11/16/12
	8	 	Club Pilates Mission Valley	 	CA	 	Mann	 	Katie	 	6690 Mission Gorge Road	 	San Diego	 	CA	 	92120	 	619-786-2300	 	(619)569-4421 (Tavis 310-303-9586)	 	katie.mann@clubpilates.com	 	6%	 	2%	 	12/18/12
	9	 	Club Pilates Novi	 	MI	 	Cronin	 	Kristen	 	39799 Grand River Avenue	 	Novi	 	MI	 	48375	 	248-410-7700	 	(248) 410-4259	 	kristen.cronin@clubpilates.com	 	6%	 	2%	 	02/12/13
	10	 	Club Pilates Encinitas	 	CA	 	Dumaw Whitman	 	Arielle	 	555 2nd St. Suite 2	 	Encinitas	 	CA	 	92024	 	760-529-6706	 	(858) 405-3177	 	arielle.whitman@clubpilates.com  	 	6%	 	2%	 	05/22/13


  
 Schedule 9.27 














																													
	11	 	Club Pilates San Marcos	 	CA	 	Dumaw Whitman	 	Arielle	 	904 W San Marcos Blvd, Suite 5	 	San Marcos	 	CA	 	92078	 	760-201-3070	 	(858) 405-3177	 	arielle.whitman@clubpilates.com	 	6%	 	2%	 	05/22/13
	12	 	Club Pilates Carlsbad	 	CA	 	Dumaw Whitman	 	Arielle	 	1820 Marron Road, Suite 100	 	Carlsbad	 	CA	 	92008	 	760-201-3374	 	(858) 405-3177	 	arielle.whitman@clubpilates.com	 	6%	 	2%	 	05/22/13
	13	 	Club Pilates North Park	 	CA	 	Mann	 	Katie	 	3959 30th Street, Suite 101	 	San Diego	 	CA	 	92104	 	619-677-1500	 	(619) 569-4421	 	katie.mann@clubpilates.com	 	6%	 	2%	 	12/06/13
	14	 	Club Pilates Mequon	 	WI	 	Sinnen	 	Megan	 	6077 W. Mequon Rd	 	Mequon	 	WI	 	53092	 	414-939-3644	 	(414) 315-5765	 	megan.sinnen@clubpilates.com	 	6%	 	2%	 	02/03/14
	15	 	Club Pilates Costa Mesa	 	CA	 	Borga	 	Brittany	 	1525 Mesa Verde Dr. E.	 	Costa Mesa	 	CA	 	92626	 	949-791-7184	 	(412) 651-1970	 	brittany.borga@clubpilates.com	 	6%	 	2%	 	02/07/14
	16	 	Club Pilates Manhattan Beach	 	CA	 	Suder	 	Chris	 	903 N. Sepulveda Blvd.	 	Manhattan Beach	 	CA	 	90266	 	310-921-8004	 	(760) 908-9257	 	chris.suder@clubpilates.com	 	6%	 	2%	 	03/06/14


  
 Schedule 9.27 














																													
	17	 	Club Pilates Cherry Creek	 	CO	 	Busse	 	Mary	 	3000 E. 3rd Ave, Suite 20 & 21	 	Denver	 	CO	 	80206	 	720-361-9995	 	 Mary

(760) 801-9416
	 	mary.busse@clubpilates.com	 	6%	 	2%	 	03/31/14
	18	 	Club Pilates Abacoa	 	FL	 	Gomez	 	Amanda	 	1203 Town Center Drive, Unit 107	 	Jupiter	 	FL	 	33458	 	561-449-8161	 	954.650.6151	 	amanda.gomez@clubpilates.com	 	6%	 	2%	 	09/24/14
	19	 	Club Pilates Midtown Sacramento	 	CA	 	Kendall/Holden	 	Linda/Rebecca	 	1330 21st Street Ste 101	 	Sacramento	 	CA	 	95811	 	916-347-0304	 	 Linda

916- 205-1470 Rebecca (916)990-4224
	 	linda.kendall@clubpilates.com	 	6%	 	2%	 	10/01/14
	20	 	Club Pilates Memorial	 	TX	 	Pontone/Hunt	 	Scott/Elisa/Nate	 	14129 Memorial Drive	 	Houston	 	TX	 	77079	 	281.661.3114	 	 Nate

(858) 212-6787
	 	elisa.pontone@clubpilates.com; nate.hunt@clubpilates.com	 	6%	 	2%	 	10/16/14
	21	 	Club Pilates Lakeway	 	TX	 	Martinez	 	Susan	 	2951 Ranch Road 620 S	 	Lakeway	 	TX	 	78738	 	575.937.0479	 	(575) 937-0479	 	susan.martinez@clubpilates.com	 	6%	 	2%	 	02/22/15
	22	 	Club Pilates Glendale	 	CA	 	Bailey	 	Rebecca	 	1354 E Colorado St, Suite A	 	Glendale	 	CA	 	91205	 	818.724.9977	 	(323) 898- 8244	 	rebecca.bailey@clubpilates.com	 	6%	 	2%	 	02/27/15


  
 Schedule 9.27 














																													
	23	 	Club Pilates La Canada/ Flintridge	 	CA	 	Bailey	 	Rebecca	 	 	 	 	 	CA	 	 	 	 	 	(323) 898-8244	 	rebecca.bailey@clubpilates.com	 	6%	 	2%	 	02/27/15
	24	 	Club Pilates Pasadena	 	CA	 	Bailey	 	Rebecca	 	 	 	 	 	CA	 	 	 	 	 	(323) 898-8244	 	rebecca.bailey@clubpilates.com	 	6%	 	2%	 	02/27/15
	25	 	Club Pilates Cahaba Heights	 	AL	 	Booker	 	Lindsay	 	3169 Green Valley Road	 	Birmingham	 	AL	 	35243	 	205.777.7976	 	(205) 451-2482	 	lindsay.booker@clubpilates.com	 	6%	 	2%	 	03/03/15
	26	 	Club Pilates RSM	 	CA	 	Hammett	 	Emily	 	21612 Plano Trabuco Road, Suite A	 	Trabuco Canyon	 	CA	 	92679	 	949.534.2023	 	Emily (626) 233-9220	 	emily.hammett@clubpilates.com	 	6%	 	2%	 	03/04/15
	27	 	Club Pilates Villa Park	 	CA	 	Hammett	 	Emily	 	17767 Santiago Blvd., Suite 610	 	Villa Park	 	CA	 	92861	 	714.202.6404	 	Emily (626) 233-9220	 	emily.hammett@clubpilates.com	 	6%	 	2%	 	03/04/15
	28	 	Club Pilates Tustin 	 	CA	 	Hammett	 	Emily	 	15080 Kensington Park Dr, Suite G300	 	Tustin	 	CA	 	92782	 	949.529.0704	 	Emily (626) 233-9220	 	emily.hammett@clubpilates.com	 	6%	 	2%	 	03/04/15


  
 Schedule 9.27 














																													
	29	 	Club Pilates Beverly Hills	 	MI	 	Cronin	 	Kristen	 	31255 Southfield Road	 	Beverly Hills	 	MI	 	48025	 	248.878.9905	 	(248) 410-4259	 	kristen.cronin@clubpilates.com	 	6%	 	2%	 	04/17/15
	30	 	Club Pilates San Carlos	 	CA	 	Lance	 	Renata and Sean	 	50 El Camino Real, #50	 	San Carlos	 	CA	 	94070	 	650-722-4710	 	 Renata

(650) 759-3283
	 	renata.lance@clubpilates.com; sean.lance@clubpilates.com	 	6%	 	2%	 	06/01/15
	31	 	Club Pilates Granada Hills	 	CA	 	Bereny	 	Robert	 	18037 Chatsworth Street	 	Granada Hills	 	CA	 	91344	 	(818) 210-3288	 	(818) 900-2670	 	robert.bereny@clubpilates.com	 	6%	 	2%	 	06/10/15
	32	 	Club Pilates Westlake Village	 	CA	 	Bereny	 	Robert	 	2820 Townsgate Rd #107	 	Thousand Oaks	 	CA	 	91361	 	805.556.7070	 	(818) 900-2670	 	robert.bereny@clubpilates.com	 	6%	 	2%	 	06/10/15
	33	 	Club Pilates Woodland Hills (Bereny)	 	CA	 	Bereny	 	Robert	 	 	 	 	 	CA	 	 	 	 	 	(818) 900-2670	 	robert.bereny@clubpilates.com	 	6%	 	2%	 	06/10/15
	34	 	Club Pilates South Overland Park	 	KS	 	O’Dell	 	Andrea	 	6601 W 119th St	 	Overland Park	 	KS	 	66209	 	913.562.9570	 	(913) 669-5936	 	andrea.odell@clubpilates.com	 	6%	 	2%	 	06/12/15
	35	 	Club Pilates Bellevue	 	WA	 	Adams	 	Nikki	 	143 106th Ave NE	 	Bellevue	 	WA	 	98004	 	253-709-1446	 	(253) 709-1446	 	nikki.adams@clubpilates.com; paul.adams@clubpilates.com	 	6%	 	2%	 	06/21/15


  
 Schedule 9.27 














																													
	36	 	Club Pilates Kent	 	WA	 	Adams	 	Nikki	 	124 4th Ave South	 	Kent	 	WA	 	98032	 	253.709.1446	 	(253) 709-1446	 	nikki.adams@clubpilates.com; paul.adams@clubpilates.com	 	6%	 	2%	 	06/21/15
	37	 	Club Pilates Arrowhead	 	AZ	 	Marrinan	 	Jennifer	 	20329 North 59th Avenue Ste A1	 	Glendale	 	AZ	 	85308	 	480.372.8100	 	(619) 200-2992	 	jennifer.marrinan@clubpilates.com	 	6%	 	2%	 	06/23/15
	38	 	Club Pilates Fullerton	 	CA	 	Suder	 	Chris	 	1313 S Harbor Blvd	 	Fullerton	 	CA	 	92832	 	714.519.3841	 	(760) 908-9257	 	chris.suder@clubpilates.com	 	6%	 	2%	 	06/24/15
	39	 	Club Pilates Brea	 	CA	 	Suder	 	Chris	 	3357 E. Imperial Hwy	 	Brea	 	CA	 	92823	 	657-315-9080	 	(760) 908-9257	 	chris.suder@clubpilates.com	 	6%	 	2%	 	06/24/15
	40	 	Club Pilates Katy	 	TX	 	Pontone/Hunt	 	Scott/Elisa/Nate	 	10705 Spring Green Blvd., #200,	 	Katy	 	TX	 	77494	 	832.913.1847	 	 Nate

(858) 212-6787
	 	elisa.pontone@clubpilates.com; nate.hunt@clubpilates.com	 	6%	 	2%	 	06/30/15
	41	 	Club Pilates Houston -The Heights	 	TX	 	Pontone/Hunt	 	Scott/Elisa/Nate	 	 	 	 	 	TX	 	 	 	 	 	 Nate

(858) 212-6787
	 	elisa.pontone@clubpilates.com; nate.hunt@clubpilates.com	 	6%	 	2%	 	06/30/15


  
 Schedule 9.27 














																													
	42	 	Club Pilates Spring Valley	 	NV	 	Rechester	 	Victoria/Emil	 	8665 W. Flamingo Rd., Suite 118	 	Las Vegas	 	NV	 	89147	 	702-608-1396	 	 Victoria

(323) 899-7083
	 	emil.rechester@clubpilates.com	 	6%	 	2%	 	07/01/15
	43	 	Club Pilates Highlands Ranch West	 	CO	 	Busse	 	Mary	 	2229 Wildcat Reserve Parkway	 	Highlands Ranch	 	CO	 	80129	 	720.557.9606	 	 Mary

(760) 801-9416
	 	mary.busse@clubpilates.com	 	6%	 	2%	 	07/10/15
	44	 	Club Pilates Belmar	 	CO	 	Easterly	 	Kevin	 	437 S Wadsworth Blvd, Suite F	 	Lakewood	 	CO	 	80226	 	720-789-1011	 	760.845.5686	 	kevin.easterly@clubpilates.com	 	6%	 	2%	 	07/13/15
	45	 	Club Pilates Ken Caryl	 	CO	 	Easterly	 	Kevin	 	11757 West Ken Caryl Avenue, Suite G	 	Littleton	 	CO	 	80127	 	720.579.7285	 	760.845.5686	 	kevin.easterly@clubpilates.com	 	6%	 	2%	 	07/13/15
	46	 	Club Pilates Edgewat er	 	CO	 	Carlson	 	Jennifer	 	1931-V Sheridan Blvd.	 	Edgewater	 	CO	 	80214	 	720.446.9777	 	(303) 949-5466	 	jennifer.carlson@clubpilates.com	 	6%	 	2%	 	07/22/15
	47	 	Club Pilates Santee	 	CA	 	Mann	 	Katie	 	225 Town Center Parkway, Suite C	 	Santee	 	CA	 	92071	 	619-485-1800	 	(619) 569-4421	 	katie.mann@clubpilates.com	 	6%	 	2%	 	08/07/15


  
 Schedule 9.27 














																													
	48	 	Club Pilates Longmont	 	CO	 	Hendricks	 	Joe	 	700 Ken Pratt Boulevard	 	Longmont	 	CO	 	80501	 	720.442.8385	 	Joe 303- 513-4498 Kelly 720-355-1954	 	kelly.hendricks@clubpilates.com	 	6%	 	2%	 	08/17/15
	49	 	Club Pilates Bozeman	 	MT	 	Thomison	 	Ashlie	 	1707 W. Oak Street, Suite C	 	Bozeman	 	MT	 	59715	 	406.404.1922	 	406-595-0404	 	Ashlie.thomison@clubpilates.com	 	6%	 	2%	 	09/30/15
	50	 	Club Pilates Mission Viejo	 	CA	 	Watson / Lombardi	 	Keely / Ed	 	25800 Jeronimo Road Ste 404	 	Mission Viejo	 	CA	 	92691	 	949-446-8243	 	Keely (619) 261-5898	 	keely.watson@clubpilates.com; ed.lombardi@clubpilates.com	 	6%	 	2%	 	10/09/15
	51	 	Club Pilates Severna Park	 	MD	 	Cutchall	 	Laura	 	454 B Governor Ritchie Highway	 	Severna Park	 	MD	 	21146	 	410.648.4400	 	(858) 603-3360	 	Laura.cutchall@clubpilates.com	 	4%	 	2%	 	10/20/15
	52	 	Club Pilates Annapolis	 	MD	 	Cutchall	 	Laura	 	2661 Riva Road Ste 625	 	Annapolis	 	MD	 	21401	 	240.324.7474	 	(858) 603-3360	 	Laura.cutchall@clubpilates.com	 	6%	 	2%	 	10/20/15
	53	 	Club Pilates Huntingt on Beach	 	CA	 	Borga	 	Brittany	 	7012 #103 Edinger Ave	 	Huntington Beach	 	CA	 	92647	 	657.464.4696	 	(412) 651-1970	 	brittany.borga@clubpilates.com	 	6%	 	2%	 	10/23/15
	54	 	Club Pilates Fremont	 	CA	 	Peng	 	Johnny & Ronnie	 	44047 Osgood Rd. Ste. 220	 	Fremont	 	CA	 	94539	 	 	 	510.366.2127	 	johnny.peng@clubpilates.com; ronnie.peng@clubpilates.com	 	6%	 	2%	 	11/20/15


  
 Schedule 9.27 














																													
	55	 	Club Pilates Campbell	 	CA	 	Venkatesan	 	Hema & Anathan	 	10 E Hamilton Ste # 300	 	Campbell	 	CA	 	95008	 	408.412.0130	 	208.863.0943	 	hema.venkatesan@clubpilates.com; venkat.ananthan@clubpilates.com	 	6%	 	2%	 	11/20/15
	56	 	Club Pilates Downtown Phoenix	 	AZ	 	Marrinan	 	Jennifer	 	111 W. Monroe #128	 	Phoenix	 	AZ	 	85003	 	480.372.8100	 	(619) 200-2992	 	jennifer.marrinan@clubpilates.com	 	6%	 	2%	 	11/22/15
	57	 	Club Pilates Arbor Lakes	 	MN	 	Ras	 	Brent	 	11660 Fountains Dr	 	Maple Grove	 	MN	 	55369	 	763.219.4880	 	612.385.0588	 	brent.ras@clubpilates.com; kate.ras@clubpilates.com	 	6%	 	2%	 	11/23/15
	58	 	Club Pilates Camarillo	 	CA	 	Tooley	 	Sheri	 	2360-F Las Posas Road	 	Camarillo	 	CA	 	93010	 	(805) 261-1255	 	818.384.3035	 	sheri.tooley@clubpilates.com; john.tooley@clubpilates.com	 	6%	 	2%	 	11/23/15
	59	 	Club Pilates Chesterfield	 	MO	 	Schade	 	Andrea	 	122 Hilltown Village Center	 	Chesterfield	 	MO	 	63017	 	636.556.0526	 	7757719605	 	andrea@clubpilates.com	 	6%	 	2%	 	11/26/15
	60	 	Club Pilates Brentwood STL	 	MO	 	Schade	 	Andrea	 	2535 S. Brentwood Blvd	 	St Louis	 	MO	 	63144	 	314.441.5 855	 	7757719605	 	andrea@clubpilates.com	 	6%	 	2%	 	11/26/15
	61	 	Club Pilates Klein	 	TX	 	Fichaud / Bryan	 	Chris / Susan	 	7316 Louetta Road #B302	 	Spring	 	TX	 	77379	 	(281) 607-2485	 	 C: 713-254- 0213

S: 713.882.88 73
	 	chris.fichaud@clubpilates.com; susan.bryan@clubpilates.com	 	6%	 	2%	 	12/03/15


  
 Schedule 9.27 














																													
	62	 	Club Pilates Wyckoff	 	NJ	 	Sapka	 	Allison / Chris	 	525 Cedar Hill Ave	 	Wyckoff	 	NJ	 	07481	 	201.447.2500	 	 C: 201.916.33 59

A: 973.951.20 74
	 	allison.sapka@clubpilates.com; chris.sapka@clubpilates.com	 	6%	 	2%	 	12/21/15
	63	 	Club Pilates Progress Ridge	 	OR	 	Wynkoop	 	Dan / Debra	 	12305 SW Horizon Blvd Suite J207	 	Beaverton	 	OR	 	97007	 	(503) 605-1453	 	503-720-9556	 	dan.wynkoop@clubpilates.com; debra.wynkoop@clubpilates.com	 	6%	 	2%	 	12/22/15
	64	 	Club Pilates Echo Park	 	CA	 	Watson / Lombardi	 	Keely / Ed	 	1720 West Sunset Blvd	 	Echo Park	 	CA	 	90026	 	323-505-4355	 	 Keely

(619) 261-5898
	 	keely.watson@clubpilates.com; ed.lombardi@clubpilates.com	 	6%	 	2%	 	12/31/15
	65	 	Club Pilates NoHo	 	CA	 	Ovakimian	 	Sarkis / Esther	 	5077 Lankershim Boulevard Suite F	 	North Holly wood	 	CA	 	91601	 	818-210 3422	 	S: 818.675.50 61	 	sarkis.ovakimian@clubpilates.com; ester.plavdjian@clubpilates.com	 	6%	 	2%	 	01/22/16
	66	 	Club Pilates Brookhaven	 	GA	 	Stennett	 	Kellen	 	5001 Peachtree Blvd Suite 630	 	Chamblee	 	GA	 	30341	 	(678) 996-1988	 	 K: 404.456.4110

M: 609.605.4315
	 	kellen.stennett@clubpilates.com; matt.omiatek@clubpilates.com	 	6%	 	2%	 	02/10/16


  
 Schedule 9.27 














																													
	67	 	Club Pilates Pleasant on	 	CA	 	Shiraki	 	Robert / Jessica	 	6766 Bernal Ave. Suite 530	 	Pleasonton	 	CA	 	94566	 	925.255.0880	 	R:650.766.5900	 	robert.shiraki@clubpilates.com; jessica.shiraki@clubpilates.com	 	6%	 	2%	 	02/15/16
	68	 	Club Pilates Lafayette	 	CA	 	Darrel Swift	 	Janani (Jan) Siva	 	3506 Mt. Diablo Blvd., Suite E	 	Lafayette,	 	CA	 	94549	 	925.900.5788	 	520.289.0439	 	jan.siva@clubpilates.com; darrel.swift@clubpilates.com	 	6%	 	2%	 	02/23/16
	69	 	Club Pilates San Clemente	 	CA	 	Hammett	 	Emily	 	802 Avenida Talega Ste 104	 	San Clemente	 	CA	 	92673	 	 	 	 Emily

(626)233-9220
	 	emily.hammett@clubpilates.com	 	6%	 	2%	 	02/23/16
	70	 	Club Pilates Brickell	 	FL	 	Maria Gutierrez	 	Tania Peck	 	117 SW 10th Ste #103	 	Miami	 	FL	 	33130	 	786.509.9831	 	 T:786.218.3572

M:954.673.1536
	 	Tania.peck@clubpilates.com; Mariaisabel.gutierrez@clubpilates.com	 	6%	 	2%	 	02/26/16
	71	 	Club Pilates Chino Hills	 	CA	 	Truong	 	Amy / Anthony	 	13920 City Center Drive Suite 4010	 	Chino Hills	 	CA	 	91709	 	909.529.1041	 	949.278.7719	 	amy.truong@clubpilates.com; tong.truong@clubpilates.com	 	6%	 	2%	 	02/26/16
	72	 	Club Pilates Saratoga	 	CA	 	Ko/Wu	 	Ken/Jessie	 	14410 Big Basin Way, STE E	 	Saratoga	 	CA	 	95070	 	669.256.5200	 	k:408.641.1511	 	ken.ko@clubpilates.com; jessie.wu@clubpilates.com	 	6%	 	2%	 	03/15/16
	73	 	Club Pilates Symmes Township	 	OH	 	Pallatroni	 	Bob	 	12088 Montgomery Road	 	Cincinnati	 	OH	 	45249	 	513.766.9008	 	513.225.4475	 	bob.pallatroni@clubpilates.com	 	6%	 	2%	 	03/17/16


  
 Schedule 9.27 














																													
	74	 	Club Pilates East Cobb	 	GA	 	Little	 	Stephanie	 	2960 Shallowford Rd #200	 	Marietta	 	GA	 	30066	 	678.647.6220	 	404.245.2691	 	stephanie.little@clubpilates.com	 	6%	 	2%	 	03/18/16
	75	 	Club Pilates Emeryville	 	CA	 	Miller	 	Jerry & Melissa	 	 	 	 	 	CA	 	 	 	 	 	M:510.919.4484	 	melissa.miller@clubpilates.com ; jerry.miller@clubpilates.com	 	6%	 	2%	 	03/18/16
	76	 	Club Pilates Waterford Lakes	 	FL	 	Johnson	 	Heath	 	875 North Alafaya Trail	 	Orlando	 	FL	 	32828	 	407.204.9501	 	508.725.2108	 	heath.johnson@clubpilates.com	 	6%	 	2%	 	03/21/16
	77	 	Club Pilates Short Hills	 	NJ	 	Collins	 	Caroline & Dennis	 	770 Morris Turnpike	 	Short Hills	 	NJ	 	07078	 	973.710.4755	 	C:917.796.9618	 	caroline.collins@clubpilates.com; dennis.collins@clubpilates.com	 	6%	 	2%	 	03/23/16
	78	 	Club Pilates Lincoln Park	 	IL	 	Phelps	 	Abby	 	2047 N. Clybourn Ave	 	Chicago	 	IL	 	60614	 	312.734.1069	 	312.399.3256	 	abby.phelps@clubpilates.com	 	6%	 	2%	 	03/29/16
	79	 	Club Pilates Carmel	 	IN	 	Thorpe	 	Ralph / Julie	 	2482 E. 146th Street	 	Carmel	 	IN	 	46033	 	317)565-4828	 	317.696.4600	 	ralph.thorpe@clubpilates.com	 	6%	 	2%	 	03/30/16
	80	 	Club Pilates Westfield	 	NJ	 	Dimitrios/Helen/ Arnold/ Amy	 	Angelis / DeGarcia	 	225 Broad Ave	 	Westfield	 	NJ	 	07090	 	908.233.0950	 	 D:914.772.9973

A:917.921.2595
	 	dimitrios.angelis@clubpilates.com; helen.angelis@clubpilates.com; arnold.degarcia@clubpilates.com; amy.degarcia@clubpilates.com	 	6%	 	2%	 	03/31/16


  
 Schedule 9.27 














																													
	81	 	Club Pilates Chandler	 	AZ	 	Guzick	 	Bill / Jennifer	 	4085 South Gilbert Road, Shops B - Suite 5	 	Chandler	 	AZ	 	85249	 	480.771.4459	 	 J:480.695.7116

Bill:480.826.4181
	 	jennifer.guzick@clubpilates.com; bill.guzick@clubpilates.com	 	6%	 	2%	 	03/31/16
	82	 	Club Pilates Sunnyvale	 	CA	 	Gonzalez	 	Lewis	 	562 E. El Camino Real	 	Sunnyvale	 	CA	 	94087	 	408.675.9071	 	650.776.7813	 	lewis.gonzalez@clubpilates.com	 	6%	 	2%	 	04/08/16
	83	 	Club Pilates Frisco	 	TX	 	Buck	 	Chris and Nathalie	 	6959 Lebanon Road, Ste 121	 	Frisco	 	TX	 	75034	 	469.701.1252	 	N:214.770.5525	 	nathalie.buck@clubpilates.com; chris.buck@clubpilates.com	 	6%	 	2%	 	04/11/16
	84	 	Club Pilates East Memphis	 	TN	 	Barnes	 	Tara & Philip	 	6300 Poplar Ave Ste 103	 	Memphis	 	TN	 	38119	 	901.646.5054	 	T:901.628.8004	 	tara.barnes@clubpilates.com; phillip.barnes@clubpilates.com	 	6%	 	2%	 	04/15/16
	85	 	Club Pilates Winter Park	 	FL	 	Goldman	 	Christine	 	1222 N. Orange Ave. Ste B	 	Winter Park	 	FL	 	32789	 	407.960.7042	 	321.231.5262	 	christine.goldman@clubpilates.com	 	6%	 	2%	 	04/15/16
	86	 	Club Pilates Monrovia	 	CA	 	Park	 	Bora	 	1169 Huntington Drive	 	Duarte	 	CA	 	91010	 	626.507.5522	 	213.840.2203	 	bora.park@clubpilates.com	 	6%	 	2%	 	04/15/16
	87	 	Club Pilates Wauwatosa	 	WI	 	Tsuchiyama	 	Robert & Beth	 	6931 W North Ave	 	Wauwatosa	 	WI	 	53213	 	 	 	R:404.307.5634	 	robert.tsuchiyama@clubpilates.com; beth.tsuchiyama@clubpilates.com	 	6%	 	2%	 	05/11/16


  
 Schedule 9.27 














																													
	88	 	Club Pilates Ashburn	 	VA	 	Ask	 	Ryan	 	43670 Greenway Corporate Drive	 	Ashburn	 	VA	 	20147	 	703.828.0779	 	607.331.4909	 	ryan.ask@clubpilates.com	 	6%	 	2%	 	05/13/16
	89	 	Club Pilates Scottsdale Promenade	 	AZ	 	Gatzemeier	 	Don & Emma	 	16447 N. Scottsdale Rd. Suite 119	 	Scottsdale	 	AZ	 	85254	 	480.447.4044	 	602.663.2049	 	don.gatzemeier@clubpilates.com	 	6%	 	2%	 	05/16/16
	90	 	Club Pilates Gilbert	 	AZ	 	Anderson	 	Doug & Maggie	 	3131 S. Market St, Suite 103	 	Gilbert	 	AZ	 	85295	 	480.999.3825	 	D:480.388.1852 	 	doug.anderson@clubpilates.com; maggie.anderson@clubpilates.com	 	6%	 	2%	 	05/18/16
	91	 	Club Pilates Ramsey	 	NJ	 	Mokray	 	Joan	 	875 Route 17 South, Ramsey Center	 	Ramsey	 	NJ	 	07446	 	551.264.9222	 	201.755.5748	 	joan.mokray@clubpilates.com	 	6%	 	2%	 	05/19/16
	92	 	Club Pilates North San Jose	 	CA	 	Fizzah Raza	 	Ronnie Sarwar	 	1708 Oakland Road, Suite 200	 	San Jose	 	CA	 	95131	 	408.359.4484	 	615.364.1690	 	ronnie.sarwar@clubpilates.com	 	6%	 	2%	 	05/20/16
	93	 	Club Pilates SFO-Mission Bay	 	CA	 	Srivastava	 	Amit & Seema	 	 	 	 	 	CA	 	 	 	 	 	408.202.9619	 	seema.srivastava@clubpilates.com;  amit.srivastava@clubpilates.com	 	6%	 	2%	 	05/20/16


  
 Schedule 9.27 














																													
	94	 	Club Pilates St. Petersburg	 	FL	 	Griffin	 	Jim	 	111 2nd Avenue NE #215	 	St. Petersburg	 	FL	 	33701	 	 	 	224.436.0647	 	jim.griffin@clubpilates.com; catherine.griffin@clubpilates.com 	 	6%	 	2%	 	05/31/16
	95	 	Club Pilates South Tampa	 	FL	 	Griffin	 	Jim	 	938 South Howard Ave	 	Tampa	 	FL	 	33606	 	813-607-2990	 	224.436.0647	 	jim.griffin@clubpilates.com; catherine.griffin@clubpilates.com	 	6%	 	2%	 	05/31/16
	96	 	Club Pilates Emerson	 	NJ	 	Warner	 	Alison	 	437 Old Hook Road Unit #5	 	Emerson	 	NJ	 	07630	 	201.949.7222	 	551.427.7806	 	alison.warner@clubpilates.com	 	6%	 	2%	 	05/31/16
	97	 	Club Pilates South Providence	 	NC	 	Harris	 	Doug	 	10822 Providence Rd Ste 800	 	Charlotte	 	NC	 	28277	 	 	 	704.491.6717	 	doug.harris@clubpilates.com; kris.harris@clubpilates.com	 	6%	 	2%	 	06/03/16
	98	 	Club Pilates Carrollwood	 	FL	 	Philyaw	 	Nathan	 	13158 N Dale Mabry Hwy	 	Tampa	 	FL	 	33618	 	813.773.3880	 	904.635.0298	 	nathan.philyaw@clubpilates.com	 	6%	 	2%	 	06/03/16
	99	 	Club Pilates Roseville	 	CA	 	Lance	 	Renata and Sean	 	1921 Douglas Boulevard, Suite 104	 	Roseville	 	CA	 	95661	 	916.318.9908	 	 Renata

(650) 759-3283
	 	renata.lance@clubpilates.com ; sean.lance@clubpilates.com	 	6%	 	2%	 	06/15/16
	100	 	Club Pilates Newcastle	 	WA	 	Adams	 	Nikki	 	132nd Place SE and Newcastle Connector Road	 	Newcastle	 	WA	 	 	 	 	 	(253) 709-1446	 	nikki.adams@clubpilates.com; paul.adams@clubpilates.com	 	6%	 	2%	 	06/16/16


  
 Schedule 9.27 














																													
	101	 	Club Pilates Hoboken	 	NJ	 	Horvath	 	Emese	 	1400 Hudson	 	Hoboken	 	NJ	 	0	 	 	 	770.910.2934	 	emese.horvath@clubpilates.com	 	6%	 	2%	 	06/20/16
	102	 	Club Pilates Washtenaw	 	MI	 	Vogel	 	Nick	 	3372 Washtenaw Ave	 	Ann Arbor	 	MI	 	48104	 	734.887.1938	 	989.992.8422	 	nick.vogel@clubpilates.com	 	6%	 	2%	 	06/27/16
	103	 	Club Pilates Winter Garden	 	FL	 	Wilson	 	Chris	 	13848 Tilden RD Ste 130	 	Winter Garden	 	FL	 	34787	 	407-890-5344	 	732.803.0226	 	chris.wilson@clubpilates.com	 	6%	 	2%	 	06/28/16
	104	 	Club Pilates Loehmann’s Plaza	 	CA	 	Holmes	 	Brian	 	2529 Fair Oaks Blvd	 	Sacramento	 	CA	 	95825	 	916.400.9225	 	B:661.332.2233	 	brian.holmes@clubpilates.com; adrian.holmes@clubpilates.com	 	6%	 	2%	 	07/01/16
	105	 	Club Pilates Katy #2	 	TX	 	Heslop	 	Pam	 	 	 	 	 	TX	 	 	 	 	 	281.497.4557	 	pam.heslop@clubpilates.com	 	6%	 	2%	 	07/05/16
	106	 	Club Pilates Scarsdale	 	NY	 	Rhyu	 	Heather	 	365 Central Park Avenue	 	Scarsdale	 	NY	 	10583	 	914.449.4411	 	310.972.8786	 	heather.rhyu@clubpilates.com	 	6%	 	2%	 	07/14/16
	107	 	Club Pilates Castle Rock 	 	CO	 	Borrego	 	George & Julie	 	6360 Promenade Parkway Unit 120	 	Castle Rock	 	CO	 	80108	 	720.575.7185	 	G:720.278.3084	 	george.borrego@clubpilates.com; julie.borrego@clubpilates.com	 	6%	 	2%	 	07/19/16


  
 Schedule 9.27 














																													
	108	 	Club Pilates Temecula	 	CA	 	Teranchi	 	Shahin	 	33175 Temecula Pkwy Ste C	 	Temecula	 	CA	 	92562	 	951.396.7000	 	951.237.2379	 	shahin.tehranchi@clubpilates.com; zohal.tehranchi@clubpilates.com	 	6%	 	2%	 	07/22/16
	109	 	Club Pilates Scottsdale Shea	 	AZ	 	Jacobs	 	Keith	 	9301 E. Shea Unit 104	 	Scottsdale	 	AZ	 	85260	 	480.771.3774	 	K: 910-274-8201	 	keith.jacobs@clubpilates.com; yvette.jacobs@clubpilates.com	 	6%	 	2%	 	07/29/16
	110	 	Club Pilates Buckhead	 	GA	 	Stennett	 	Kellen	 	2391 Peachtree Rd, NE Suite B3AB	 	Atlanta	 	GA	 	30305	 	470.885.0623	 	 K: 404.456.4110

M: 609.605.4315
	 	kellen.stennett@clubpilates.com; matt.omiatek@clubpilates.com	 	6%	 	2%	 	07/30/16
	111	 	Club Pilates Lakewood	 	CA	 	Park	 	Bora	 	 	 	 	 	CA	 	 	 	 	 	213.840.2203	 	bora.park@clubpilates.com	 	6%	 	2%	 	08/10/16
	112	 	Club Pilates Cerritos	 	CA	 	Park	 	Bora	 	 	 	 	 	CA	 	 	 	 	 	213.840.2203	 	bora.park@clubpilates.com	 	6%	 	2%	 	08/10/16
	113	 	Club Pilates Sandy	 	UT	 	Sanger	 	Travis/Heidi	 	2079 East 9400 South	 	Sandy	 	UT	 	84093	 	385.800.3220	 	701.866.5036	 	travis.sanger@clubpilates.com; heidi.sanger@clubpilates.com	 	6%	 	2%	 	08/11/16
	114	 	Club Pilates Ventura	 	CA	 	Bloore	 	Ken & Allison	 	4020 E. Main St. #B- 1-2	 	Ventura	 	CA	 	93003	 	805.856.4424	 	K: 818.917.8114	 	ken.bloore@clubpilates.com; allison.drury@clubpilates.com	 	6%	 	2%	 	08/17/16
	115	 	Club Pilates Simi Valley	 	CA	 	Bloore	 	Ken & Allison	 	2955 Cochran St #B201	 	Simi Valley	 	CA	 	93065	 	805.261.1444	 	K: 818.917.8114	 	ken.bloore@clubpilates.com; allison.drury@clubpilates.com	 	6%	 	2%	 	08/17/16


  
 Schedule 9.27 














																													
	116	 	Club Pilates Chandan Place	 	IL	 	Schlichting	 	Steve & Robin	 	3065 N. Perryville Rd., Ste #147	 	Rockford	 	IL	 	61114	 	815.860.0710	 	S: 815.985.1337	 	steve.schlichting@clubpilates.com; robin.schlichting@clubpilates.com	 	6%	 	2%	 	08/23/16
	117	 	Club Pilates Alpharetta	 	GA	 	Worley	 	Mark	 	3005 Old Alabama Rd	 	Alpharetta	 	GA	 	30022	 	678.919.8733	 	678.488.0785	 	mark.worley@clubpilates.com	 	6%	 	2%	 	08/23/16
	118	 	Club Pilates Framingham	 	MA	 	Miller	 	Mike & Tammy	 	25 Prospect St	 	Framingham	 	MA	 	01701	 	774.999.0209	 	T: 860.817.8995	 	tammy.miller@clubpilates.com; mike.rizzo@clubpilates.com	 	6%	 	2%	 	08/25/16
	119	 	Club Pilates North Raleigh	 	NC	 	Schuck/Smith/Ruggieri	 	David / Jon / Joe	 	9400 Falls of Neuse Rd	 	Raleigh	 	NC	 	27615	 	919.670.3077	 	D: 336.404.7871	 	david.schuck@clubpilates.com; jon.smith@clubpilates.com; joe.ruggieri@clubpilates.com	 	6%	 	2%	 	08/25/16
	120	 	Club Pilates Jax Beach	 	FL	 	Graham	 	Rick & Dawn	 	14035 Beach Blvd. Suite G	 	Jacksonville	 	FL	 	 	 	904.289.8300	 	R: 210.559.1732	 	rick.graham@clubpilates.com; dawn.graham@clubpilates.com	 	6%	 	2%	 	08/27/16
	121	 	Club Pilates Culver City	 	CA	 	Stromblad	 	Katya	 	10732 Jefferson Blvd.	 	Culver City	 	CA	 	90230	 	310.424.5290	 	818.257.3047	 	katya.stromblad@clubpilates.com	 	6%	 	2%	 	08/29/16
	122	 	Club Pilates Highland Village	 	TX	 	Martin	 	Todd & Debi	 	2540 Justin Rd. Suite 177	 	Highl and Village	 	TX	 	75077	 	972.597.4275	 	D: 972.977.7277	 	debi.martin@clubpilates.com; todd.martin@clubpilates.com	 	6%	 	2%	 	09/16/16


  
 Schedule 9.27 














																													
	123	 	Club Pilates Mooresville	 	NC	 	Pennypacker	 	John	 	146 Mooresville Commons Way Unit 25	 	Mooresville	 	NC	 	28117	 	980.260.0000	 	980.240.1792	 	john.pennypacker@clubpilates.co m	 	6%	 	2%	 	09/20/16
	124	 	Club Pilates Englewood	 	NJ	 	Untener	 	Scott	 	19 W. Palisade Ave.	 	Englewood	 	NJ	 	07631	 	201.568.1700	 	914.261.1219	 	scott.untener@clubpilates.com	 	6%	 	2%	 	09/21/16
	125	 	Club Pilates Indian Lake	 	TN	 	Fielder	 	Tom	 	217 Indian Lake Blvd. Ste. 1002	 	Hendersonville	 	TN	 	37075	 	615.270.2470	 	615.579.3070	 	tom.fielder@clubpilates.com	 	6%	 	2%	 	09/22/16
	126	 	Club Pilates South Naperville	 	IL	 	Smith	 	Eric	 	2695 Forgue Drive, #109	 	Naperville	 	IL	 	60564	 	331.401.5788	 	630.362.9593	 	eric.smith@clubpilates.com	 	6%	 	2%	 	09/23/16
	127	 	Club Pilates Flower Mound	 	TX	 	Springer	 	Bobby	 	1221 Flower Mound Rd Ste 320	 	Flower Mound	 	TX	 	75028	 	817.668.0108	 	615.268.9432	 	bobby.springer@clubpilates.com / sonya.springer@clubpilates.com	 	6%	 	2%	 	09/27/16
	128	 	Club Pilates Savage	 	MN	 	Bounds	 	Steve & Angela	 	14010 Highway 13 South	 	Minneapolis	 	MN	 	55378	 	952.777.5905	 	S: 303.883.4605	 	steve.bounds@clubpilates.com; angela.bounds@clubpilates.com	 	6%	 	2%	 	09/29/16


  
 Schedule 9.27 














																													
	129	 	Club Pilates Sugar Land	 	TX	 	Gowens	 	Bret	 	3157 Highway 6	 	Sugar Land	 	TX	 	77478	 	281.369.4977	 	832.659.4501	 	bret.gowens@clubpilates.com	 	6%	 	2%	 	09/29/16
	130	 	Club Pilates Pembroke Pines	 	FL	 	Elgarresta / Harper	 	Ed / Christina	 	14954 Pines Blvd	 	Pembrooke Pines	 	FL	 	33207	 	954-500-2582	 	E: 305.606.6198	 	ed.elgarresta@clubpilates.com; christina.elgarresta@clubpilates.com	 	6%	 	2%	 	10/07/16
	131	 	Club Pilates Tempe	 	AZ	 	Guzick	 	Bill /Jennifer	 	1825 East Guadalupe Ste F-102	 	Tempe	 	AZ	 	85283	 	480.566.0335	 	 J: 480.695.7116

Bill: 480.826.4181
	 	jennifer.guzick@clubpilates.com; bill.guzick@clubpilates.com	 	6%	 	2%	 	10/18/16
	132	 	Club Pilates Woodbury	 	MN	 	Kodet	 	David	 	9000 Hudson Rd #602	 	Woodbury	 	MN	 	55125	 	651-323-1134	 	612.877.0764	 	dave.kodet@clubpilates.com	 	6%	 	2%	 	10/19/16
	133	 	Club Pilates Henderson	 	NV	 	Rechester	 	Victoria /Emil	 	10525 S. Eastern Ave. Ste 140	 	Henderson	 	NV	 	89052	 	702.907.2758	 	 Victoria

(323) 899-7083
	 	emil.rechester@clubpilates.com	 	6%	 	2%	 	10/20/16
	134	 	Club Pilates McKinney	 	TX	 	Mehmood	 	Jodi & Shahid	 	9245 Virginia Pkwy, Suite #200	 	McKinney	 	TX	 	75071	 	972-838-5558	 	J: 682.553.8173	 	jodi.mehmood@clubpilates.com	 	6%	 	2%	 	10/24/16
	135	 	Club Pilates New Hyde Park	 	NY	 	Lo	 	David	 	1632 Marcus Ave.	 	New Hyde Park	 	NY	 	11040	 	516-654-6938	 	 D: 646.379.0824

M: 516.527.4712
	 	david.lo@clubpilates.com; michelle.lo@clubpilates.com	 	6%	 	2%	 	10/26/16


  
 Schedule 9.27 














																													
	136	 	Club Pilates Glen Ellyn	 	IL	 	Smith	 	Allison & Aaron	 	369 Roosevelt Rd	 	Glen Elyn	 	IL	 	0	 	 	 	630.337.6350	 	allison.smith@clubpilates.com; aaron.smith@clubpilates.com	 	6%	 	2%	 	10/27/16
	137	 	Club Pilates Elk Grove	 	CA	 	Holmes	 	Brian	 	8235 Laguna Blvd.#120	 	Elk Grove	 	CA	 	95758	 	916.936.2582	 	B: 661.332.2233	 	brian.holmes@clubpilates.com; adrian.holmes@clubpilates.com	 	6%	 	2%	 	11/02/16
	138	 	Club Pilates San Pedro	 	CA	 	Thomas /Davis	 	Joni/Tiffany	 	936 N. Western Ave	 	San Pedro	 	CA	 	90732	 	310-844-186 0	 	T: 773.320.0921	 	joni.thomas@clubpilates.com; tiffany.davis@clubpilates.com	 	6%	 	2%	 	11/02/16
	139	 	Club Pilates Salisbury	 	MD	 	Horan	 	Ed	 	1305 S. Salisbury Blvd. Unit 1	 	Salisbury	 	MD	 	21801	 	410.339.1699	 	845.764.1943	 	ed.horan@clubpilates.com	 	6%	 	2%	 	11/13/16
	140	 	Club Pilates Madison #1	 	WI	 	Baldwin	 	Nathan & Erica	 	390 S Grand Ave	 	Sun Prairie	 	WI	 	 	 	 	 	N: 608.609.5152	 	nathan.baldwin@clubpilates.com; erika.baldwin@clubpilates.com	 	6%	 	2%	 	11/18/16
	141	 	Club Pilates Houston (Canga)	 	TX	 	Canga	 	Ivan	 	 	 	 	 	TX	 	 	 	 	 	832.868.5973	 	ivan.canga@clubpilates.com	 	6%	 	2%	 	11/18/16
	142	 	Club Pilates Vancouver	 	CAN	 	Oussov	 	Ilia/Serguei	 	 	 	 	 	CAN	 	 	 	 	 	604.671.0657	 	ilia.oussov@clubpilates.com; serguei.oussov@clubpilates.com	 	6%	 	2%	 	11/18/16


  
 Schedule 9.27 














																													
	143	 	Club Pilates Atascocit a	 	TX	 	Wells	 	Daniela & David	 	16430 W. Lake Houston Pkwy., Suite 300-	 	Houston	 	TX	 	77044	 	832.779.2622	 	832.923.0228	 	david.wells@clubpilates.com; daniela.wells@clubpilates.com	 	6%	 	2%	 	11/18/16
	144	 	Club Pilates Sparks	 	NV	 	Beardsley	 	Allison	 	2453 Wingfield Hills Road, Suite 130	 	Sparks	 	NV	 	89436	 	(775)737-3322	 	(775)-737-3322	 	allison@clubpilates.com	 	6%	 	2%	 	11/21/16
	145	 	Club Pilates Lehi	 	UT	 	 Edmonds/
 Miller
	 	Mike & Becky/Scott & Karie	 	1881 W. Traverse Parkway, Ste B	 	Lehi	 	UT	 	84043	 	385-831-7077	 	801.707.5630	 	mike.edmonds@clubpilates.com; scott.miller@clubpilates.com	 	6%	 	2%	 	11/22/16
	146	 	Club Pilates Cedar Park	 	TX	 	Hernandez/Lindner	 	Hector / Molly	 	5001 183A Toll Road Suite G400	 	Cedar Park	 	TX	 	78613	 	512.399.5212	 	512.593.3652	 	hector.hernandez@clubpilates.com; molly.lindner@clubpilates.com	 	6%	 	2%	 	05/01/17
	147	 	Club Pilates West Caldwell	 	NJ	 	Uku	 	Richard	 	800 Bloomfield Ave	 	West Cald well	 	NJ	 	7006	 	973-787-9074	 	917.670.7396	 	richard.uku@clubpilates.com	 	6%	 	2%	 	11/23/16
	148	 	Club Pilates Laguna Niguel	 	CA	 	Watson/ Lombardi	 	Keely / Ed	 	30100 Town Center Drive, Suite B-1	 	Laguna Niguel	 	CA	 	92677	 	949-257-2292	 	Keely (619)261-5898	 	keely.watson@clubpilates.com; ed.lombardi@clubpilates.com	 	6%	 	2%	 	11/30/16


  
 Schedule 9.27 














																													
	149	 	Club Pilates West Hills	 	OR	 	Sander	 	Scott & Misty	 	7515 SW Barnes Rd. Ste 102	 	Portland	 	OR	 	97225	 	971.249.8555	 	S: 971.998.0279	 	scott.sander@clubpilates.com; misty.sander@clubpilates.com	 	6%	 	2%	 	12/08/16
	150	 	Club Pilates Plymouth	 	MN	 	Ras	 	Brent	 	3570 Vicksburg Lane, Suite 400	 	Plymouth	 	MN	 	55447	 	763-390-7933	 	612.385.0588	 	brent.ras@clubpilates.com; kate.ras@clubpilates.com	 	6%	 	2%	 	12/15/16
	151	 	Club Pilates New Braunfels	 	TX	 	Becker	 	Lance & Sara	 	1935 W State Hwy 46, Suite 104	 	New Braunfels	 	TX	 	78132	 	830.632.9666	 	L: 512.787.3703	 	lance.becker@clubpilates.com; sarah.becker@clubpilates.com	 	6%	 	2%	 	12/16/16
	152	 	Club Pilates Eagle	 	ID	 	Le	 	Hieu & Thy	 	3130 E. State St. Suite 115	 	Boise	 	ID	 	83616	 	208-912-0071	 	208.890.1770	 	hieu.le@clubpilates.com; thy.vo@clubpilates.com	 	6%	 	2%	 	12/19/16
	153	 	Club Pilates Holly Springs	 	NC	 	Schuck/ Smith/R uggieri	 	David / Jon / Joe	 	5321 Sunset Lake Rd.	 	Holly Springs	 	NC	 	27540	 	 	 	D: 336.404.7871	 	david.schuck@clubpilates.com; jon.smith@clubpilates.com; joe.ruggieri@clubpilates.com	 	6%	 	2%	 	12/21/16
	154	 	Club Pilates Boise	 	ID	 	Louis	 	Laura	 	 	 	 	 	ID	 	 	 	 	 	208.841.0247	 	laura.louis@clubpilates.com	 	6%	 	2%	 	12/22/16


  
 Schedule 9.27 














																													
	155	 	Club Pilates La Mesa	 	CA	 	Mann	 	Katie	 	5907 Severin Drive	 	La Mesa	 	CA	 	91942	 	858-531-234 8	 	(619)569-4421	 	katie.mann@clubpilates.com	 	6%	 	2%	 	12/28/16
	156	 	Club Pilates Rivercha se	 	AL	 	Booker	 	Lindsay	 	1839 Montgomery Hwy. Suite D	 	Hoover	 	AL	 	35244	 	205-937-7265	 	(205)451-2482	 	lindsay.booker@clubpilates.com	 	6%	 	2%	 	12/30/16
	157	 	Club Pilates Redlands	 	CA	 	Teranchi	 	Shahin	 	450 Stuart Ave. Suite D-120	 	Redlands	 	CA	 	92374	 	 	 	951.237.2379	 	shahin.tehranchi@clubpilates.com; zohal.tehranchi@clubpilates.com	 	6%	 	2%	 	12/30/16
	158	 	Club Pilates Matthe ws	 	NC	 	Harrington	 	Julie & Paul	 	2211 Matthews Township Pkwy, Unit 9	 	Matthews	 	NC	 	28105	 	(704) 594-5670	 	J: 847.693.1777	 	julie.harrington@clubpilates.com	 	6%	 	2%	 	01/06/17
	159	 	Club Pilates Wellingt on	 	FL	 	Smith	 	Joy	 	10660 Forest Hill Boulevard, Suite 140	 	Wellington	 	FL	 	33414	 	561-208-1233	 	561.386.0559	 	joy.smith@clubpilates.com	 	6%	 	2%	 	01/06/17
	160	 	Club Pilates Del Mar	 	CA	 	Jones	 	Derek	 	12264 El Camino Real, Suite 201	 	San Diego	 	CA	 	92130	 	858-531-2348	 	619-980-2712	 	derek.jones@clubpilates.com	 	6%	 	2%	 	01/16/17


  
 Schedule 9.27 














																													
	161	 	Club Pilates Madison	 	NJ	 	Collins	 	Caroline & Dennis	 	53 Main St	 	Madison	 	NJ	 	07940	 	973-765-6260	 	C: 917.796.9618	 	caroline.collins@clubpilates.com; dennis.collins@clubpilates.com	 	6%	 	2%	 	01/17/17
	162	 	Club Pilates La Grange	 	IL	 	Walker	 	Sheri	 	 	 	 	 	IL	 	 	 	 	 	773.339.3246	 	sheri.walker@clubpilates.com	 	6%	 	2%	 	01/20/17
	163	 	Club Pilates Kendall	 	FL	 	Clivio	 	Tara	 	 	 	 	 	FL	 	 	 	 	 	305.586.3131	 	tara.clivio@clubpilates.com	 	6%	 	2%	 	01/23/17
	164	 	Club Pilates Princeto n	 	NJ	 	Burd	 	Steven	 	 	 	 	 	NJ	 	 	 	 	 	609.610.8007	 	steve.burd@clubpilates.com	 	6%	 	2%	 	01/30/17
	165	 	Club Pilates Downto wn LA	 	CA	 	Violas	 	Stephanie	 	1119 S. Hope Street	 	Los Angeles	 	CA	 	90015	 	213-204-6900	 	(310)-489-9803	 	stephanie.violas@clubpilates.com	 	6%	 	2%	 	01/30/17
	166	 	Club Pilates St. Matthe ws	 	KY	 	Ryser	 	Fred	 	4600 Shelbyville Road, suite 104	 	Louisville	 	KY	 	40243	 	502-907-1577	 	F:347.997.2052 K:917.597.4334	 	fred.ryser@clubpilates.com; katie.ryser@clubpilates.com	 	6%	 	2%	 	01/31/17
	167	 	Club Pilates Sioux Falls	 	SD	 	Safranski	 	Michael & Tricia	 	5009 S. Western Ave Ste 220	 	Sioux Falls	 	SD	 	57108	 	605.68.6556	 	612.220.1469	 	michael.safranski@clubpilates.com; tricia.safranski@clubpilates.com	 	6%	 	2%	 	01/31/17


  
 Schedule 9.27 














																													
	168	 	Club Pilates Mission Grove	 	CA	 	Teranchi	 	Shahin	 	341 E. Alessandro Blvd #2G	 	Riverside	 	CA	 	92508	 	951.708.3600	 	951.237.2379	 	shahin.tehranchi@clubpilates.com; zohal.tehranchi@clubpilates.com	 	6%	 	2%	 	02/02/17
	169	 	Club Pilates Sunrise	 	FL	 	Maddocks	 	Teresa & Alan	 	 	 	 	 	FL	 	 	 	 	 	954.962.0322	 	0	 	6%	 	2%	 	02/06/17
	170	 	Club Pilates Las Colinas	 	TX	 	Martin	 	Todd & Debi	 	4000 N. MacArthur Blvd. Ste #A122	 	Irving	 	TX	 	75038	 	469.214.4822	 	D:972.977.7277	 	debi.martin@clubpilates.com; todd.martin@clubpilates.com	 	6%	 	2%	 	02/07/17
	171	 	Club Pilates Colleyvill e	 	TX	 	Martin	 	Todd & Debi	 	4701 Colleyville Blvd. Ste 430	 	Dallas	 	TX	 	76034	 	817.409.6970	 	D:972.977.7277	 	debi.martin@clubpilates.com; todd.martin@clubpilates.com	 	6%	 	2%	 	02/07/17
	172	 	Club Pilates North Fort Worth	 	TX	 	Martin	 	Todd & Debi	 	2317 North Tarrant Parkway, Suite 423	 	Fort Worth	 	TX	 	76177	 	682.312.6030	 	D:972.977.7277	 	debi.martin@clubpilates.com; todd.martin@clubpilates.com	 	6%	 	2%	 	02/07/17
	173	 	Club Pilates Radnor	 	PA	 	Waller	 	George & Kris	 	 	 	 	 	PA	 	 	 	 	 	610.613.8380	 	george.waller@clubpilates.com; kris.waller@clubpilates.com	 	6%	 	2%	 	02/22/17
	174	 	Club Pilates NW Reno	 	NV	 	Beardsley	 	Allison	 	1620 Robb Dr Ste C1	 	Reno	 	NV	 	89523	 	775-525-0549	 	(775)-737-3322	 	allison@clubpilates.com	 	6%	 	2%	 	02/23/17
	175	 	Club Pilates Wexford	 	PA	 	Castiglione & Adamiak	 	Michael & Autumn	 	 	 	 	 	PA	 	 	 	 	 	M:724.815.7199	 	mike.castiglione@clubpilates.com; autumn.adamiak@clubpilates.com	 	6%	 	2%	 	02/24/17


  
 Schedule 9.27 














																													
	176	 	Club Pilates Poway	 	CA	 	Hoyos	 	Fernando	 	 	 	 	 	CA	 	 	 	 	 	619.831.1086	 	fernando.hoyos@clubpilates.com	 	6%	 	2%	 	02/27/17
	177	 	Club Pilates Rancho Bernardo	 	CA	 	Hoyos	 	Fernando	 	12145 Alta Carmel Ct, Suite 220	 	San Diego	 	CA	 	92128	 	858.943.4741	 	619.831.1086	 	fernando.hoyos@clubpilates.com	 	6%	 	2%	 	02/27/17
	178	 	Club Pilates Potomac	 	MD	 	Carnegie	 	Maritza	 	 	 	 	 	MD	 	 	 	 	 	301.275.4006	 	maritza.carnegie@clubpilates.com	 	6%	 	2%	 	02/28/17
	179	 	Club Pilates Brentwood	 	CA	 	Griffin	 	Jim	 	11677 San Vicente Blvd Ste, 304	 	Los Angeles	 	CA	 	90049	 	424-368-2650	 	224.436.0647	 	jim.griffin@clubpilates.com; catherine.griffin@clubpilates.com	 	6%	 	2%	 	03/06/17
	180	 	Club Pilates Schaumburg	 	IL	 	Ciesla	 	Frank & Christina	 	 	 	 	 	IL	 	 	 	 	 	847-975-8133	 	frank.ciesla@clubpilates.com; christina.ciesla@clubpilates.com	 	6%	 	2%	 	03/13/17
	181	 	Club Pilates Burlington	 	MA	 	Trauzzi / Hard	 	Christopher / Marjie	 	43 Middlesex Turnpike, Unit 12	 	Burlington	 	MA	 	01803	 	781-300-7525	 	617-880-9987	 	chris.trauzzi@clubpilates.com; marjie.hard@clubpilates.com	 	6%	 	2%	 	03/14/17
	182	 	Club Pilates Towne Lake 	 	TX	 	Fichaud / Bryan	 	Chris / Susan	 	9955 Barker Cypress Ste 215	 	Cypress	 	TX	 	77433	 	832-653-9419	 	C: 713-254-0213 S: 713.882.8873	 	chris.fichaud@clubpilates.com; susan.bryan@clubpilates.com	 	6%	 	2%	 	03/31/17


  
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	183	 	Club Pilates Avalon	 	GA	 	Worley	 	Mark	 	7160 Avalon Blvd	 	Alpharetta	 	GA	 	30009	 	678-996-5336	 	678.488.0785	 	mark.worley@clubpilates.com	 	6%	 	2%	 	04/04/17
	184	 	Club Pilates Biltmore Park	 	NC	 	Cropp	 	Kevin & Hadley	 	 	 	 	 	NC	 	 	 	 	 	K: 919-593-0337	 	kevin.cropp@clubpilates.com; hadley.cropp@clubpilates.com	 	6%	 	2%	 	04/07/17
	185	 	Club Pilates Santa Clarita	 	CA	 	Ovakimian	 	Sarkis / Esther	 	 	 	 	 	CA	 	 	 	 	 	S: 818.675.5061	 	sarkis.ovakimian@clubpilates.com; ester.plavdjian@clubpilates.com	 	6%	 	2%	 	04/10/17
	186	 	Club Pilates Gainey Ranch	 	AZ	 	Jacobs	 	Keith	 	8787 N. Scottsdale Rd. Ste232	 	Scottsdale	 	AZ	 	85253	 	480-462-1299	 	K: 910-274-8201	 	keith.jacobs@clubpilates.com; yvette.jacobs@clubpilates.com	 	6%	 	2%	 	04/12/17
	187	 	Club Pilates Assembl y Row	 	MA	 	Miller	 	Mike & Tammy	 	389 Revolution Dr	 	Somerville	 	MA	 	2145	 	857-997-2580	 	M: 510.919.4484	 	melissa.miller@clubpilates.com ; jerry.miller@clubpilates.com	 	6%	 	2%	 	04/12/17
	188	 	Club Pilates St. Charles	 	MO	 	Devers / McKelvey	 	Jennifer / Patricia	 	1894 Wentzville Parkway	 	Wentzville	 	MO	 	 	 	 	 	 Devers:

(636)-244-7311
	 	jennifer.devers@clubpilates.com; patti.mckelvey@clubpilates.com	 	6%	 	2%	 	04/14/17
	189	 	Club Pilates Woodsto ck	 	GA	 	Taylor/
Oliver	 	Paige/Andrew	 	1065 Buckhead Crossing	 	Woodstock	 	GA	 	28104	 	 	 	 	 	Paige.Taylor@clubpilates.com	 	6%	 	2%	 	05/22/17


  
 Schedule 9.27 














																													
	190	 	Club Pilates Collegevi lle	 	PA	 	Koster/ Olivia	 	Marco/ Carla	 	222 East Main Street #012	 	Collegeville	 	PA	 	19426	 	484-284-8004	 	 	 	Marco.Koster@clubpilates.com	 	6%	 	2%	 	05/24/17
	191	 	Club Pilates St. George 1	 	TU	 	McClure	 	Krista	 	 	 	 	 	UT	 	 	 	 	 	 	 	Krista.McClure@clubpilates.com	 	6%	 	2%	 	06/16/17
	192	 	Club Pilates Spring Lake	 	NJ	 	Andricsak/ Massa	 	Cathy / Allison	 	 	 	 	 	NJ	 	 	 	 	 	 	 	Cathy.Andricsak@clubpilates.com	 	6%	 	2%	 	06/19/17
	193	 	Club Pilates Boston (Peterson)	 	MA	 	Peterson	 	Jennifer	 	 	 	 	 	MA	 	 	 	 	 	 	 	Jennifer.Peterson@clubpilates.com	 	6%	 	2%	 	06/30/17
	194	 	Club Pilates North Henders on	 	NV	 	Kim	 	Wesley	 	 	 	 	 	NV	 	 	 	 	 	 	 	Wesley.Kim@clubpilates.com	 	6%	 	2%	 	07/28/17
	195	 	Club Pilates Foothill Ranch	 	CA	 	Georges	 	Bill & Beth	 	 	 	 	 	CA	 	 	 	 	 	 	 	Bill.Georges@clubpilates.com	 	6%	 	2%	 	09/07/17
	196	 	Club Pilates Milwaukee (Schuda)	 	WI	 	Schuda	 	Michael & Anjelica	 	 	 	 	 	WI	 	 	 	 	 	 	 	Michael.Schuda@clubpilates.com	 	6%	 	2%	 	09/07/17


  
 Schedule 9.27 














																													
	197	 	Club Pilates West Omaha	 	NE	 	Froscheiser	 	Jay & Angelina	 	 	 	 	 	NE	 	 	 	 	 	 	 	Jay.Froscheiser@clubpilates.com	 	6%	 	2%	 	09/21/17
	198	 	Club Pilates Mansfield	 	TX	 	Becker	 	Lance & Sara	 	3300 East Broad St #130	 	Mansfield	 	TX	 	76063	 	817-592-2555	 	L:512.787.3703	 	lance.becker@clubpilates.com; sarah.becker@clubpilates.com	 	6%	 	2%	 	05/15/17
	199	 	Club Pilates Round Rock	 	TX	 	Hernandez/Lindner	 	Hector/Molly	 	2800 South IH-35, Suite 160	 	Round Rock	 	TX	 	78681	 	 	 	512.593.3652	 	hector.hernandez@clubpilates.com; molly.lindner@clubpilates.com	 	6%	 	2%	 	11/22/16
	200	 	Club Pilates Granite Hills	 	CA	 	Hughes	 	Megan	 	747 Jamacha Road	 	El Cajon	 	CA	 	92019	 	619.329.1180	 	619-204-9090	 	megan.hughes@clubpilates.com; carl.hughes@clubpilates.com	 	6%	 	2%	 	06/26/16
	201	 	Club Pilates Tarzana	 	CA	 	Stromblad	 	Katya	 	18741 Ventura Blvd	 	Tarzana	 	CA	 	91356	 	 	 	818.257.3047	 	katya.stromblad@clubpilates.com	 	6%	 	2%	 	08/16/17
	202	 	Club Pilates Reno	 	NV	 	Beardsley	 	Allison	 	6815 Sierra Center Parkway, Suite 500	 	Reno	 	NV	 	89511	 	775-2981678	 	(775)-737-3322	 	allison@clubpilates.com	 	0%	 	0%	 	n/a-founder
	203	 	Club Pilates Livingston	 	NJ	 	 Dimitrios/Helen/
 Arnold /
Amy
	 	Angelis/ DeGarcia	 	 	 	 	 	NJ	 	 	 	 	 	D:914.772.9973 A:917.921.2595	 	dimitrios.angelis@clubpilates.com; helen.angelis@clubpilates.com; arnold.degarcia@clubpilates.com; amy.degarcia@clubpilates.com	 	6%	 	2%	 	09/26/17


  
 Schedule 9.27 














																													
	204	 	Club Pilates Greenwood Village	 	CO	 	Easterly	 	Kevin	 	7600 Landmark Way, Suite B-106	 	Greenwood Village	 	CO	 	80111	 	720-546-2100	 	 	 	kevin.easterly@clubpilates.com	 	6%	 	2%	 	06/28/17
	205	 	Club Pilates Bountiful 	 	UT	 	Edmonds/Miller	 	Mike & Becky/Scott & Karie	 	530 W 500 S Suite D	 	Bountiful	 	UT	 	84010	 	 	 	801.707.5630	 	mike.edmonds@clubpilates.com; scott.miller@clubpilates.com	 	6%	 	2%	 	08/21/17
	206	 	Club Pilates Belle Meade	 	TN	 	Fielder	 	Tom	 	4326 Harding Pike, Suite 105	 	Nashville	 	TN	 	37205	 	615.988.4488	 	615.579.3070	 	tom.fielder@clubpilates.com	 	6%	 	2%	 	06/27/17
	207	 	Club Pilates Dilworth	 	NC	 	Harris	 	Doug	 	 	 	 	 	NC	 	 	 	 	 	 	 	doug.harris@clubpilates.com; kris.harris@clubpilates.com	 	6%	 	2%	 	09/12/17
	208	 	Club Pilates Summerlin	 	NV	 	Rechester	 	Victoria/Emil	 	7460 W Lake Mead Blvd. # E1	 	Las Vegas	 	NV	 	89108	 	702-979-2422	 	Victoria (323) 899-7083	 	emil.rechester@clubpilates.com	 	6%	 	2%	 	05/31/17
	209	 	Club Pilates Ardsley	 	NY	 	Rhyu	 	Heather	 	875 Saw Mill River Rd	 	Ardsley	 	NY	 	10502	 	914-292-1292	 	310.972.8786	 	heather.rhyu@clubpilates.com	 	6%	 	2%	 	05/05/17


  
 Schedule 9.27 














																													
	210	 	Club Pilates Chapel Hill	 	NC	 	Schuck/Smith/Ruggieri	 	David / Jon / Joe	 	1800 E. Franklin Street #9	 	Chapel Hill	 	NC	 	27514	 	919.670.3077	 	D: 336.404.7871	 	david.schuck@clubpilates.com; jon.smith@clubpilates.com; joe.ruggieri@clubpilates.com	 	6%	 	2%	 	06/27/17
	211	 	Club Pilates Yorba Linda	 	CA	 	Watson / Lombardi	 	Keely / Ed	 	 	 	 	 	CA	 	 	 	 	 	Keely (619) 261-5898	 	keely.watson@clubpilates.com; ed.lombardi@clubpilates.com	 	6%	 	2%	 	07/31/17
	212	 	Club Pilates Stamford #1	 	CT	 	Ackerman	 	Scott	 	1063 Boston Post Road	 	Darien	 	CT	 	 	 	 	 	917.692.8894	 	scott.ackerman@clubpilates.com	 	6%	 	2%	 	10/21/16
	213	 	Club Pilates Manhatt an #1	 	NY	 	Acquista	 	Dominick	 	 	 	 	 	NY	 	 	 	 	 	Dom:917.774.2853	 	dominick.acquista@clubpilates.com	 	6%	 	2%	 	01/31/17
	214	 	Club Pilates South Carolina #1	 	SC	 	Agnoff	 	Steve & Mindy	 	1121-F Military Cutoff Rd.,	 	Wilmington	 	SC	 	28405	 	910.408.2630	 	910-313-0230	 	steve.agnoff@clubpilates.com; mindy.agnoff@clubpilates.com	 	6%	 	2%	 	03/08/17
	215	 	Club Pilates South Carolina #2	 	SC	 	Agnoff	 	Steve & Mindy	 	 	 	 	 	SC	 	 	 	 	 	 	 	steve.agnoff@clubpilates.com; mindy.agnoff@clubpilates.com	 	6%	 	2%	 	06/29/17
	216	 	Club Pilates Chicago #1 (Asbury)	 	IL	 	Asbury	 	Janet	 	 	 	 	 	IL	 	 	 	 	 	773.983.8165	 	janet.asbury@clubpilates.com	 	6%	 	2%	 	10/20/16
	217	 	Club Pilates San Luis Obispo	 	CA	 	Attaway	 	Julianne (Juli)	 	 	 	 	 	CA	 	 	 	 	 	(619) 248-5891	 	juli.attaway@clubpilates.com	 	6%	 	2%	 	07/06/16


  
 Schedule 9.27 














																													
	 218
	 	Club Pilates Chicago #1 (Baldwin)	 	IL	 	Baldwin	 	Nathan & Erica	 	901 W Madison St.	 	Chicago	 	IL	 	60607	 	 	 	N: 608.609.5152	 	 nathan.baldwin@clubpilates.com;

erika.baldwin@clubpilates.com
	 	6%	 	2%	 	01/24/17
	219	 	Club Pilates Germant own	 	TN	 	Barnes	 	Tara & Philip	 	 	 	 	 	TN	 	 	 	 	 	T: 901.628.8004	 	 tara.barnes@clubpilates.com;

phillip.barnes@clubpilates.com
	 	6%	 	2%	 	04/15/16
	220	 	Club Pilates Reston	 	VA	 	Black	 	Vince	 	47100 Community Plaza #63A	 	Sterling	 	VA	 	20164	 	(703) 429-1764	 	703.307.9085	 	vince.black@clubpilates.com	 	6%	 	2%	 	08/30/16
	221	 	Club Pilates Birmingh am #2	 	AL	 	Booker	 	Lindsay	 	3534 Rockhill Rd	 	Birmingham 	 	AL	 	35233 	 	 	 	(205) 451-2482	 	lindsay.booker@clubpilates.com	 	6%	 	2%	 	12/30/16
	222	 	Club Pilates Broomfield 	 	CO	 	Boselli	 	Elizabeth 	 	14336 Lincoln Street	 	Thornton	 	CO	 	80023	 	720 441-4559	 	303-875-4307	 	elizabeth.boselli@clubpilates.com	 	6%	 	2%	 	03/15/17
	223	 	Club Pilates Richmond #1	 	VA	 	Burleigh 	 	Brian	 	 	 	 	 	VA	 	 	 	 	 	804-402- 0353	 	bryan.burleigh@clubpilates.com	 	6%	 	2%	 	04/10/17
	224	 	Club Pilates Seattle	 	WA	 	Castro	 	Savannah & Maya	 	 	 	 	 	WA	 	 	 	 	 	S: 206.852.6331	 	 savannah.castro@clubpilates.com; 

maya.castro@clubpilates.com
	 	6%	 	2%	 	01/17/17


  
 Schedule 9.27 














																													
	225	 	Club Pilates Norfolk #1	 	VA	 	Celia	 	Joe	 	 	 	 	 	VA	 	 	 	 	 	917-991-0400	 	joe.celia@clubpilates.com	 	6%	 	2%	 	04/10/17
	226	 	Club Pilates Brooklyn	 	NY	 	Chu	 	Isaac	 	181 Pacific St	 	Brooklyn	 	NY	 	11201	 	718-635-1699	 	646.610.0389	 	isaac.chu@clubpilates.com	 	6%	 	2%	 	08/29/16
	227	 	Club Pilates Tulsa #1 (Clark)	 	OK	 	Clark	 	Curt	 	9130 S Sheridan Rd	 	Tulsa	 	OK	 	74133	 	 	 	918.740.0777	 	curt.clark@clubpilates.com; victoria.clark@clubpilates.com	 	6%	 	2%	 	12/19/16
	228	 	Club Pilates TBD 1	 	NC	 	Cleveland	 	Aleshka	 	 	 	 	 	NC	 	 	 	 	 	8287749405	 	aleshkacleveland@icloud.com	 	6%	 	2%	 	02/25/15
	229	 	Club Pilates TBD 2	 	NC	 	Cleveland	 	Aleshka	 	 	 	 	 	NC	 	 	 	 	 	8287749405	 	aleshkacleveland@icloud.com	 	6%	 	2%	 	02/25/15
	230	 	Club Pilates Rochester	 	MI	 	Cronin	 	Kristen	 	 	 	 	 	MI	 	 	 	 	 	(248) 410-4259	 	kristen.cronin@clubpilates.com	 	6%	 	2%	 	06/22/16
	231	 	Club Pilates Naples #1	 	FL	 	Deutsch	 	Adam	 	 	 	 	 	FL	 	 	 	 	 	614.309.9890	 	adam.deutsch@clubpilates.com	 	6%	 	2%	 	02/15/17
	232	 	Club Pilates Virginia Highland A	 	GA	 	Dube	 	Sheetal and Sandeep	 	 	 	 	 	GA	 	 	 	 	 	503.780.6302	 	sheetal.dube@clubpilates.com; sandeep.dube@clubpilates.com	 	6%	 	2%	 	02/25/16


  
 Schedule 9.27 














																													
	233	 	Club Pilates Coral Springs (Dziugeli s)	 	FL	 	Dziugelis	 	Innetta and Aurimas	 	4388 N. State Rd 7	 	Coral Springs	 	FL	 	33073	 	 	 	561.716.7128	 	innetta.dziugelis@clubpilates.com	 	6%	 	2%	 	02/15/17
	234	 	Club Pilates Mill Creek	 	UT	 	Edmonds/Miller	 	Mike & Becky/Scott & Karie	 	1140 E. Brickyard Rd.#30	 	Salt Lake City	 	UT	 	84106	 	801-939-2300	 	801.707.5630	 	mike.edmonds@clubpilates.com; scott.miller@clubpilates.com	 	6%	 	2%	 	04/11/17
	235	 	Club Pilates Austin #1 (Fraser)	 	TX	 	Fraser	 	 Theresa

& Glenn
	 	2712 Bee Cave Rd	 	Austin	 	TX	 	78746	 	512.515.1440	 	T: 858.750.8595	 	theresa.fraser@clubpilates.com	 	6%	 	2%	 	11/21/16
	236	 	Club Pilates Austin #2 (Fraser)	 	TX	 	Fraser	 	 Theresa

& Glenn
	 	 	 	 	 	TX	 	 	 	 	 	T: 858.750.8595	 	theresa.fraser@clubpilates.com	 	6%	 	2%	 	08/16/17
	237	 	Club Pilates Cleveland #1	 	OH	 	Gage	 	Anita	 	8474 East Washington St. Unit 11	 	Chagrin Falls	 	OH	 	44023	 	440-804-5110	 	330-714-6792	 	anita.gage@clubpilates.com	 	6%	 	2%	 	03/02/17
	238	 	Club Pilates Cleveland #2	 	OH	 	Gage	 	Anita	 	Pinecrest Orange Village	 	Pine crest	 	OH	 	44122	 	 	 	330-714-6792	 	anita.gage@clubpilates.com	 	6%	 	2%	 	06/29/17
	239	 	Club Pilates Tucson #1	 	AZ	 	Garrison	 	Kathy	 	6872 EAST SUNRISE DRIVE, #150	 	Tucson	 	AZ	 	85750	 	520.444.0163	 	520.444.0163	 	kathy.garrison@clubpilates.com	 	6%	 	2%	 	10/06/16


  
 Schedule 9.27 














																													
	240	 	Club Pilates Westche ster (Gevinski)	 	NY	 	Gevinski	 	Sarah	 	30 E Main St	 	Mount Kisco	 	NY	 	10549	 	914.362.8414	 	646.425.8244	 	sarah.gevinski@clubpilates.com	 	6%	 	2%	 	11/29/16
	241	 	Club Pilates New York #1 (Golden berg)	 	NY	 	Goldenberg	 	Louisa	 	 	 	 	 	NY	 	 	 	 	 	646.729.3230	 	louisa.goldenberg@clubpilates.co m; michael.goldenberg@clubpilates.c om	 	6%	 	2%	 	12/12/16
	242	 	Club Pilates Missouri City	 	TX	 	Gowens	 	Bret	 	 	 	 	 	TX	 	22	 	 	 	832.659.4501	 	bret.gowens@clubpilates.com	 	6%	 	2%	 	10/11/16
	243	 	Club Pilates DC #1	 	VA	 	Grams	 	Michael	 	1101 S. Joyce St., Suite B14	 	Arlington	 	VA	 	22202	 	 571-429-4690
	 	703-949-0378	 	michael.grams@clubpilates.com	 	6%	 	2%	 	10/10/16
	244	 	Club Pilates Maryland #1	 	MD	 	Grover	 	Jan &Chuck	 	4959 Westview Dr. Suite D	 	Frederick	 	MD	 	21703	 	 301-304-4880
	 	240.578.0093	 	jan.grover@clubpilates.com; chuck.grover@clubpilates.com	 	6%	 	2%	 	11/15/16
	245	 	Club Pilates Bellevue (Sheetal)	 	WA	 	Guttigoli	 	Sheetal	 	15782 Redmond Way	 	Redmond	 	WA	 	98052	 	 	 	425.829.8733	 	sheetal.guttigoli@clubpilates.com	 	6%	 	2%	 	11/30/16


  
 Schedule 9.27 














																													
	246	 	Club Pilates Apple Valley	 	MN	 	Hansen	 	Peter & John	 	 	 	 	 	MN	 	 	 	 	 	P: 218.349.9728	 	peter.hansen@clubpilates.com; john.hansen@clubpilates.com	 	6%	 	2%	 	01/25/17
	247	 	Club Pilates Kennesaw	 	GA	 	Harman	 	Nicole	 	 	 	 	 	GA	 	 	 	 	 	404-819-9764	 	nicole.harman@clubpilates.com	 	6%	 	2%	 	03/24/17
	248	 	Club Pilates Boulder - Lafeyette	 	CO	 	Hendricks	 	Joe	 	2850 Baseline Road	 	Boulder	 	CO	 	80303	 	 	 	Joe 303-513-4498 Kelly 720-355-1954	 	kelly.hendricks@clubpilates.com	 	6%	 	2%	 	03/06/17
	249	 	Club Pilates Carmichael	 	CA	 	Holmes	 	Brian	 	2766 East Bidwell, Suite 100	 	Broadstone	 	CA	 	95630	 	 	 	B: 661.332.2233	 	brian.holmes@clubpilates.com; adrian.holmes@clubpilates.com	 	6%	 	2%	 	07/01/16
	250	 	Club Pilates West NY	 	NJ	 	Horvath	 	Emese	 	45-4 Riverwalk Pl.,	 	West New York	 	NJ	 	07093	 	 	 	770.910.2934	 	emese.horvath@clubpilates.com	 	6%	 	2%	 	05/18/17
	251	 	Club Pilates 4S Ranch	 	CA	 	Hoyos	 	Fernando	 	 	 	 	 	CA	 	 	 	 	 	619.831.1086	 	fernando.hoyos@clubpilates.com	 	6%	 	2%	 	02/28/17
	252	 	Club Pilates Banker’s Hill	 	CA	 	Hughes	 	Megan	 	2760 5th Ave, Suite 110	 	San Diego	 	CA	 	92103	 	858-531-2348	 	619-204-9090	 	megan.hughes@clubpilates.com; carl.hughes@clubpilates.com	 	6%	 	2%	 	12/02/15


  
 Schedule 9.27 














																													
	253	 	Club Pilates Fairfax	 	VA	 	Karickhoff	 	Julie	 	 	 	 	 	VA	 	 	 	 	 	310.902.8810	 	jkarickhoff@earthlink.net	 	6%	 	2%	 	04/19/17
	254	 	Club Pilates Baltimore #1 (Kay)	 	MD	 	Kay / Bateman	 	Karla / Liana	 	 	 	 	 	MD	 	 	 	 	 	717.825.6150	 	karla.kay@clubpilates.com; liana.bateman@clubpilates.com	 	6%	 	2%	 	12/16/16
	255	 	Club Pilates Baltimore #2 (Kay)	 	MD	 	Kay / Bateman	 	Karla / Liana	 	100 Shawan Rd. Suite C	 	Hunt Valley	 	MD	 	21030	 	443-541-5505	 	717.825.6150	 	karla.kay@clubpilates.com; liana.bateman@clubpilates.com	 	6%	 	2%	 	05/11/17
	256	 	Club Pilates Del Rey Beach	 	FL	 	Kennedy	 	Kelly	 	Linton Blvd. & Lavers Ave	 	Delray Beach	 	FL	 	 	 	 	 	305.389.5399	 	kelly.kennedy@clubpilates.com	 	6%	 	2%	 	09/22/16
	257	 	Club Pilates Ft. Lauderd ale #2	 	FL	 	Kennedy	 	Kelly	 	7050 W. Palmetto Park Rd #49/50	 	Boca Raton	 	FL	 	33433	 	 	 	305.389.5399	 	kelly.kennedy@clubpilates.com	 	6%	 	2%	 	04/19/17
	258	 	Club Pilates Sarasota #1	 	FL	 	Kilcullen / Keith	 	Peter / Gary	 	5408 Lockwood Ridge Rd	 	Brad enton	 	FL	 	34203	 	941-260-3360	 	 P:

727.647.0429
	 	0	 	6%	 	2%	 	04/14/17
	259	 	Club Pilates Chicago #1 (Kohn)	 	IL	 	Kohn	 	Eric & Kristin	 	 	 	 	 	IL	 	 	 	 	 	773-580-9602	 	eric.kohn@clubpilates.com; kristin.kohn@clubpilates.com	 	6%	 	2%	 	03/08/17


  
 Schedule 9.27 














																													
	260	 	Club Pilates Morgan Hill (Lance)	 	CA	 	Lance	 	Renata and Sean	 	 	 	 	 	CA	 	 	 	 	 	Renata (650) 759-3283	 	renata.lance@clubpilates.com ; sean.lance@clubpilates.com	 	6% 	 	2%	 	12/19/16
	261	 	Club Pilates Metairie	 	LA	 	LeBrun	 	Denise	 	2513 Meterie Rd	 	Metaire	 	LA	 	70001	 	504.484.9650	 	504.432.0477	 	denise.lebrun@clubpilates.com	 	6%	 	2%	 	01/30/17
	262	 	Club Pilates Atlanta #1 (Ledford)	 	GA	 	Ledford	 	Mandy	 	 	 	 	 	GA	 	 	 	 	 	828.925.3263	 	mandy.ledford@clubpilates.com	 	6%	 	2%	 	11/30/16
	263	 	Club Pilates Alexandria	 	VA	 	Lee	 	Mindy	 	 	 	 	 	VA	 	 	 	 	 	540-419-5079	 	mindy.lee@clubpilates.com	 	6%	 	2%	 	03/13/17
	264	 	Club Pilates Philadel phia #1	 	PA	 	Longo	 	Randy & Margaret	 	215 Lancaster Ave	 	Frazer	 	PA	 	19355	 	484.787.3 905	 	484.238.4230	 	randy.longo@clubpilates.com; margo.longo@clubpilates.com	 	6%	 	2%	 	02/21/17
	265	 	Club Pilates Philadel phia #2	 	PA	 	Longo	 	Randy & Margaret	 	 	 	 	 	PA	 	 	 	 	 	484.238.4230	 	randy.longo@clubpilates.com; margo.longo@clubpilates.com	 	6%	 	2%	 	02/21/17
	266	 	Club Pilates Portland #1 (McCartney)	 	OR	 	McCartney	 	Alyssa	 	 	 	 	 	OR	 	 	 	 	 	503-740-5025	 	alyssa.mccartney@clubpilates.com	 	6%	 	2%	 	03/02/17


  
 Schedule 9.27 














																													
	267	 	Club Pilates Miami #1 (Mochon)	 	FL	 	Mochon / Rosentgberg	 	Daniela / Horacio	 	16850 Collins Ave #113D	 	Sunny Isles Beach	 	FL	 	33160	 	 	 	 D

786.301.2759
	 	daniela.mochon@clubpilates.com; horacio.rosentgberg@clubpilates.c om	 	6%	 	2%	 	09/16/16
	268	 	Club Pilates Morgan Hill	 	CA	 	Mohan	 	Chandra	 	120 Cochrane Plaza	 	Morgan Hill	 	CA	 	95037	 	 	 	408.887.0000	 	chandra.mohan@clubpilates.com	 	6%	 	2%	 	03/18/16
	269	 	Club Pilates St. Paul #1	 	MN	 	Nelson	 	Topher	 	 	 	 	 	MN	 	 	 	 	 	612.723.6075	 	topher.nelson@clubpilates.com	 	6%	 	2%	 	11/23/16
	270	 	Club Pilates Seattle #1 (Nichols on)	 	WA	 	Nicholson	 	Candi	 	 	 	 	 	WA	 	 	 	 	 	206-661-7334	 	candi.nicholson@clubpilates.com	 	6%	 	2%	 	03/03/17
	271	 	Club Pilates Dedham	 	MA	 	Peterson	 	Jennifer	 	 	 	 	 	MA	 	 	 	 	 	917.573.6971	 	jennifer.peterson@clubpilates.com	 	6%	 	2%	 	02/15/17
	272	 	Club Pilates Wesley Chapel	 	FL	 	Philyaw	 	Nathan	 	28211 Paseo Drive #1090	 	Tampa	 	FL	 	33543	 	 	 	904.635.0298	 	nathan.philyaw@clubpilates.com	 	6%	 	2%	 	04/18/17
	273	 	Club Pilates Marin #1	 	CA	 	Poletti	 	Natalie	 	208 Vintage Way, Ste G-10	 	Novato	 	CA	 	94945	 	415.761.1315	 	650.302.1285	 	natalie.poletti@clubpilates.com	 	6%	 	2%	 	08/30/16


  
 Schedule 9.27 














																													
	274	 	Club Pilates Long Beach	 	CA	 	Rubin	 	Michael & Alyssa	 	5939 East Spring St	 	Long Beach	 	CA	 	90808	 	562-521-1800	 	(562)-754-4204	 	Alyssa.rubin@clubpilates.com	 	6%	 	2%	 	11/28/16
	275	 	Club Pilates Miami #1 (Sackett)	 	FL	 	Sackett	 	Jamie	 	7835 NW 107 Avenue	 	Doral	 	FL	 	 	 	 	 	305.301.2050	 	jamie.sackett@clubpilates.com	 	6%	 	2%	 	10/11/16
	276	 	Club Pilates Paramus #1	 	NJ	 	Sapka	 	Allison / Chris	 	West Grand Ave and Mercedes Drive	 	Montvale	 	NJ	 	 	 	 	 	 C: 201.916.3359

A: 973.951.2074
	 	allison.sapka@clubpilates.com; chris.sapka@clubpilates.com	 	6%	 	2%	 	07/01/16
	277	 	Club Pilates STL #3	 	MO	 	Schade	 	Andrea	 	 	 	 	 	MO	 	 	 	 	 	7757719605	 	andrea@clubpilates.com	 	6%	 	2%	 	02/28/17
	278	 	Club Pilates Texas #1 (Schreiver)	 	TX	 	Schriever	 	Delma / Rick	 	2323 Clear Lake City Blvd, Suite 183	 	Houston	 	TX	 	77062	 	832-584-4120	 	281.840.0864	 	delma.schriever@clubpilates.com; rick.schriever@clubpilates.com;	 	6%	 	2%	 	12/14/16
	279	 	Club Pilates Texas #2 (Schreiver)	 	TX	 	Schriever	 	Delma / Rick	 	3875 E. League City Pkwy	 	League City	 	TX	 	77573	 	832-920-3198	 	281.840.0864	 	delma.schriever@clubpilates.com; rick.schriever@clubpilates.com;	 	6%	 	2%	 	08/14/17


  
 Schedule 9.27 














																													
	280	 	Club Pilates Naperville #2	 	IL	 	Smith	 	Eric	 	 	 	 	 	IL	 	 	 	 	 	630.362.9593	 	eric.smith@clubpilates.com	 	6%	 	2%	 	09/23/16
	281	 	Club Pilates Clearwater	 	FL	 	Stewart	 	Wayne	 	 	 	 	 	FL	 	 	 	 	 	304.685.4959	 	wayne.stewart@clubpilates.com	 	6%	 	2%	 	02/20/17
	282	 	Club Pilates Noblesville	 	IN	 	Thorpe	 	Ralph /Julie	 	2727 East 86th Street	 	Indianapolis	 	IN	 	 	 	 	 	317.696.4600	 	ralph.thorpe@clubpilates.com	 	6%	 	2%	 	04/19/17
	283	 	Club Pilates DTLA #2	 	CA	 	Violas	 	Stephanie	 	 	 	 	 	CA	 	 	 	 	 	(310)-489-9803	 	stephanie.violas@clubpilates.com	 	6%	 	2%	 	04/17/17
	284	 	Club Pilates King of Prussia	 	PA	 	Waller	 	George & Kris	 	 	 	 	 	PA	 	 	 	 	 	610.613.8380	 	george.waller@clubpilates.com; kris.waller@clubpilates.com	 	6%	 	2%	 	02/22/17
	285	 	Club Pilates Ft. Lauderdale	 	FL	 	Wance / Puppin	 	Felipe / Adrian	 	 	 	 	 	FL	 	 	 	 	 	954-544-0609	 	felipe.wance@clubpilates.com; adriana.puppin@clubpilates.com	 	6 %	 	2%	 	02/22/17
	286	 	Club Pilates Wayne	 	NJ	 	Warner	 	Alison	 	 	 	 	 	NJ	 	 	 	 	 	551.427.7806	 	alison.warner@clubpilates.com	 	6%	 	2%	 	02/09/17
	287	 	Club Pilates San Juan Capistrano	 	CA	 	Watson / Lombardi	 	Keely / Ed	 	27184 Ortega Hwy Suite 206	 	San Juan Capistrano	 	CA	 	92675	 	949-257-2292	 	Keely
(619) 261-5898	 	keely.watson@clubpilates.com; ed.lombardi@clubpilates.com	 	4%	 	2%	 	10/05/15
	288	 	Club Pilates Hollywood	 	CA	 	Watson / Lombardi	 	Keely / Ed	 	730 N. La Brea Ave.	 	Los Angeles	 	CA	 	90038	 	323-774-2701	 	Keely
(619) 261-5898	 	keely.watson@clubpilates.com; ed.lombardi@clubpilates.com	 	6%	 	2%	 	03/09/15


  
 Schedule 9.27 














																													
	289	 	Club Pilates Houston #1 (Wells)	 	TX	 	Wells	 	Daniela & David	 	730 Kingwood Dr.	 	Kingwood	 	TX	 	77399	 	 	 	832.923.0228	 	david.wells@clubpilates.com; daniela.wells@clubpilates.com	 	6%	 	2%	 	11/18/16
	290	 	Club Pilates Long Island #1 (Wolk)	 	NY	 	Wolk	 	David	 	 	 	 	 	NY	 	 	 	 	 	914.260.7489	 	david.wolk@clubpilates.com	 	6%	 	2%	 	11/08/16
	291	 	Club Pilates Lake Oswego	 	OR	 	Wynkoop	 	Dan / Debra	 	 	 	 	 	OR	 	 	 	 	 	503-720-9556	 	dan.wynkoop@clubpilates.com; debra.wynkoop@clubpilates.com	 	6%	 	2%	 	07/27/16
	292	 	Club Pilates Palm Desert	 	CA	 	Zhang	 	Vivian	 	78-437 Hwy 111	 	La Quinta	 	CA	 	92253	 	 	 	646.509.8909	 	vivian.zhang@clubpilates.com	 	6%	 	2%	 	01/27/17
	293	 	Club Pilates Phoenix (Pickens) 	 	 AZ
	 	Pickens	 	Kim	 	 	 	 	 	AZ	 	 	 	 	 	 	 	Kim.Pickens@clubpilates.com	 	6%	 	2%	 	05/23/17
	294	 	Club Pilates Lonetree (Bosson)	 	CO	 	Bosson	 	Cathy	 	NEC Lincoln & Yosemite	 	Lonetree	 	CO	 	 	 	 	 	 	 	Cathy.Bosson@clubpilates.com	 	6%	 	2%	 	05/24/17
	295	 	Club Pilates Pittsburgh	 	PA	 	Schlosser	 	David/ Mari Jo	 	 	 	 	 	PA	 	 	 	 	 	 	 	David.Schlosser@clubpilates.com	 	6%	 	2%	 	05/24/17


  
 Schedule 9.27 














																													
	296	 	Club Pilates Long Island (Grassi)	 	NY	 	Grassi	 	Jim / Kristy	 	 	 	 	 	NY	 	 	 	 	 	 	 	Jim.Grassi@clubpilates.com	 	6%	 	2%	 	06/30/17
	297	 	Club Pilates Cherry Hills 1	 	CO	 	Olson / Doyle	 	Brianna / Michelle	 	 	 	 	 	CO	 	 	 	 	 	 	 	Brianna.Olson@clubpilates.com	 	6%	 	2%	 	07/13/17
	298	 	Club Pilates Lubbock	 	TX	 	Short	 	Kyle / Susan	 	 	 	 	 	TX	 	 	 	 	 	 	 	Kyle.Short@clubpilates.com	 	6%	 	2%	 	07/28/17
	299	 	Club Pilates Rochester	 	MI	 	Babineau	 	Thomas	 	 	 	 	 	MI	 	 	 	 	 	 	 	Thomas.Babineau@clubpilates.com	 	6%	 	2%	 	08/31/17
	300	 	Club Pilates Seattle	 	WA	 	Schoffstall	 	Jeff & Jennifer	 	 	 	 	 	WA	 	 	 	 	 	 	 	Jeff.Schoffstall@clubpilates.com	 	6%	 	2%	 	09/14/17
	301	 	East Montgomery	 	AL	 	Brazell	 	Craig/Lanie	 	 	 	 	 	AL	 	 	 	 	 	 	 	Craig.Brazell@clubpilates.com	 	6%	 	2%	 	05/19/17
	302	 	Tampa	 	FL	 	Kitchen/ Erickson	 	Kim/Joe	 	 	 	 	 	FL	 	 	 	 	 	 	 	Kim.Kitchen@clubpilates.com	 	6%	 	2%	 	05/19/17
	303	 	Napa	 	CA	 	Campton	 	Lois	 	 	 	 	 	CA	 	 	 	 	 	 	 	Lois.Campton@clubpilates.com	 	6%	 	2%	 	05/22/17
	304	 	Chicago	 	IL	 	Kulkarni	 	Pradnya	 	 	 	 	 	IL	 	 	 	 	 	 	 	Pradnya.Kulkarni@clubpilates.com	 	6%	 	2%	 	05/22/17
	305	 	Plano	 	TX	 	Mullins	 	John	 	 	 	 	 	TX	 	 	 	 	 	 	 	John.Mullins@clubpilates.com	 	6%	 	2%	 	05/22/17


  
 Schedule 9.27 














																													
	306	 	New Mexico	 	NM	 	Rule	 	Brian / Jessica	 	 	 	 	 	NM	 	 	 	 	 	 	 	Brian.Rule@clubpilates.com	 	6%	 	2%	 	05/22/17
	307	 	Florida	 	FL	 	Abbe/Willits	 	Steve/Shannon	 	 	 	 	 	FL	 	 	 	 	 	 	 	Steve.Abbe@clubpilates.com	 	6%	 	2%	 	05/23/17
	308	 	Rancho Mirage	 	CA	 	Dordell/ Fenske	 	Chris/Jason	 	 	 	 	 	CA	 	 	 	 	 	 	 	Chris.Dordell@clubpilates.com	 	6%	 	2%	 	05/23/17
	309	 	Park Ridge	 	IL	 	Gentner	 	Andy	 	 	 	 	 	IL	 	 	 	 	 	 	 	Andy.Gentner@clubpilates.com	 	6%	 	2%	 	05/23/17
	310	 	Sacramento	 	CA	 	Smith	 	Katie	 	 	 	 	 	CA	 	 	 	 	 	 	 	Katie.Smith@clubpilates.com	 	6%	 	2%	 	05/23/17
	311	 	Chicago	 	IL	 	London	 	Larry/Crystal	 	 	 	 	 	IL	 	 	 	 	 	 	 	Larry.London@clubpilates.com	 	6%	 	2%	 	05/25/17
	312	 	Charleston	 	FL	 	York/Schlobohm	 	Shaun/Zach	 	3438 Lithia Pinecrest Road,	 	Valrico	 	FL	 	33956	 	 	 	 	 	Shaun.York@clubpilates.com	 	6%	 	2%	 	05/25/17
	313	 	Central NJ	 	NJ	 	Davis	 	Brennan	 	 	 	 	 	NJ	 	 	 	 	 	 	 	Brennan.Davis@clubpilates.com	 	6%	 	2%	 	05/26/17
	314	 	Red Bank	 	NJ	 	Laden	 	Gary	 	 	 	 	 	NJ	 	 	 	 	 	 	 	Gary.Laden@clubpilates.com	 	6%	 	2%	 	05/26/17
	315	 	New Jersey	 	NJ	 	Spidare	 	Todd & Karen	 	 	 	 	 	NJ	 	 	 	 	 	 	 	Todd.Spidare@clubpilates.com	 	6%	 	2%	 	06/15/17
	316	 	San Antonio	 	TX	 	Stephens	 	Michelle	 	 	 	 	 	TX	 	 	 	 	 	 	 	Michelle.Stephens@clubpilates.com	 	6	 	2%	 	06/15/17


  
 Schedule 9.27 














																													
	317	 	Charleston	 	SC	 	Garrett	 	Jim / Patty	 	 	 	 	 	SC	 	 	 	 	 	 	 	Jim.Garrett@clubpilates.com	 	6%	 	2%	 	06/19/17
	318	 	Westchester	 	NY	 	Kossar Katz	 	Jacquelyn 	 	 	 	 	 	NY	 	 	 	 	 	 	 	Jacquelyn.Kossar@clubpilates.com	 	6%	 	2%	 	06/19/17
	319	 	Winchester	 	MA	 	Day	 	Tim	 	 	 	 	 	MA	 	 	 	 	 	 	 	Tim.Day@clubpilates.com	 	6%	 	2%	 	06/20/17
	320	 	Phoenix	 	AZ	 	Hansen	 	Peter	 	 	 	 	 	AZ	 	 	 	 	 	 	 	Peter.Hansen@clubpilates.com	 	6%	 	2%	 	06/27/17
	321	 	Seattle	 	WA	 	Shah	 	Vishrut	 	 	 	 	 	WA	 	 	 	 	 	 	 	Vishrut.Shah@clubpilates.com	 	6%	 	2%	 	07/21/17
	322	 	Greenville	 	SC	 	Patterson / Cole	 	John / Daniel	 	 	 	 	 	SC	 	 	 	 	 	 	 	John.Patterson@clubpilates.com	 	6%	 	2%	 	07/26/17
	323	 	Virginia Beach	 	VA	 	Dunn	 	Ray	 	 	 	 	 	VA	 	 	 	 	 	 	 	Ray.Dunn@clubpilates.com	 	6%	 	2%	 	07/28/17
	324	 	North Dallas	 	TX	 	Furniss	 	Mike	 	 	 	 	 	TX	 	 	 	 	 	 	 	Mike.Furniss@clubpilates.com	 	6%	 	2%	 	07/28/17
	325	 	Bethesda	 	MD	 	Goldberg	 	Sue / Phil	 	 	 	 	 	MD	 	 	 	 	 	 	 	Sue.Goldberg@clubpilates.com	 	6%	 	2%	 	07/28/17
	326	 	DFW	 	TX	 	Howard	 	Kendall	 	 	 	 	 	TX	 	 	 	 	 	 	 	Kendall.Howard@clubpilates.com	 	6%	 	2%	 	07/28/17
	327	 	Ridgefield	 	CT	 	Fay	 	Ken & Jennifer	 	 	 	 	 	CT	 	 	 	 	 	 	 	Ken.Fay@clubpilates.com	 	6%	 	2%	 	08/09/17


  
 Schedule 9.27 














																													
	328	 	DFW & Santa Barbara	 	TX/CA	 	Tortolani	 	Cynthia	 	 	 	 	 	TX / CA	 	 	 	 	 	 	 	Cynthia.Tortolani@clubpilates.com	 	6%	 	2%	 	08/09/17
	239	 	Manhattan	 	NY	 	Yang / Barletta	 	John / Renee	 	 	 	 	 	NY	 	 	 	 	 	 	 	John.Yang@clubpilates.com	 	6%	 	2%	 	08/09/17
	330	 	Colorado 	 	 CO
	 	Busse	 	Mary	 	 	 	 	 	CO	 	 	 	 	 	 	 	Mary.Busse@clubpilates.com	 	6%	 	2%	 	08/15/17
	331	 	Dayton	 	OH	 	Shumway	 	Jeff & Lisa	 	 	 	 	 	OH	 	 	 	 	 	 	 	Jeff.Shumway@clubpilates.com	 	6%	 	2%	 	08/15/17
	332	 	Central NJ	 	NJ	 	Guirguess	 	David	 	 	 	 	 	NJ	 	 	 	 	 	 	 	David.Guirguess@clubpilates.com	 	6%	 	2%	 	08/17/17
	333	 	Pittsburgh	 	PA	 	Johansen	 	Trey & Christina	 	 	 	 	 	PA	 	 	 	 	 	 	 	Trey.Johansen@clubpilates.com	 	6%	 	2%	 	08/17/17
	334	 	Billings	 	MT	 	Koeplin	 	David & Kristin	 	 	 	 	 	MT	 	 	 	 	 	 	 	David.Koeplin@clubpilates.com	 	6%	 	2%	 	08/24/17
	335	 	Rockville 	 	 MD
	 	Swingler	 	Kevin	 	 	 	 	 	MD	 	 	 	 	 	 	 	Kevin.Swingler@clubpilates.com	 	6%	 	2%	 	08/28/17
	336	 	Pennsylvania	 	PA	 	Wisler	 	Jay	 	 	 	 	 	PA	 	 	 	 	 	 	 	Jay.Wisler@clubpilates.com	 	6%	 	2%	 	08/29/17
	337	 	Atlanta	 	GA	 	Rebala	 	Sekhar	 	 	 	 	 	GA	 	 	 	 	 	 	 	Sekhar.Rebala@clubpilates.com	 	6%	 	2%	 	08/31/17
	338	 	Colorado 	 	 CO
	 	Cavanaugh	 	Josh & Elizabet	 	 	 	 	 	CO	 	 	 	 	 	 	 	Josh.Cavanaugh@clubpilates.com	 	6%	 	2%	 	09/15/17


  
 Schedule 9.27 














																													
	339	 	Oklahoma City	 	OK	 	Creecy	 	David & Janelle	 	 	 	 	 	OK	 	 	 	 	 	 	 	David.Creecy@clubpilates.com	 	6%	 	2%	 	09/15/17
	340	 	Carmel/ Central CA	 	CA	 	Foster	 	Michele & Dale	 	 	 	 	 	CA	 	 	 	 	 	 	 	Michele.Foster@clubpilates.com	 	6%	 	2%	 	09/15/17
	341	 	Bakersfield	 	CA	 	Mueller	 	Jon & Mary Anne	 	 	 	 	 	CA	 	 	 	 	 	 	 	Jon.Mueller@clubpilates.com	 	6%	 	2%	 	09/15/17
	342	 	Club Pilates Dunwoody	 	GA	 	Devos	 	Jack / Teresa	 	5552-B Chamblee Dunwoody RD	 	Dunwoody	 	GA	 	30338	 	770-573-0241	 	(404) 824-7229	 	teresa.devos@clubpilates.com	 	6%	 	2%	 	10/23/17
	343	 	Club Pilates New City	 	NY	 	Lefkowitz	 	Mark	 	208 S Main S	 	New City	 	NY	 	10956	 	(845) 608-8280	 	(210) 247-9328	 	mark.lefkowitz@clubpilates.com	 	6%	 	2%	 	10/19/17
	344	 	Club Pilates Old Town	 	CO	 	Durand	 	Jordan	 	244 North College Ave Suite 125	 	Fort Collins	 	CO	 	80524	 	970-300-9707	 	(970) 381-3736	 	jordan.durand@clubpilates.com	 	6%	 	2%	 	10/02/17
	345	 	Club Pilates Houston (Wafford)	 	TX	 	Wafford	 	Nicole	 	5535 Memorial Ave	 	Houston	 	TX	 	77007	 	 	 	(281) 733-2203	 	nicole.wafford@clubpilates.com	 	6%	 	2%	 	10/24/17


  
 Schedule 9.27 














																													
	346	 	Club Pilates Cleveland 1	 	OH	 	Sapitro	 	Jim & Dianne Dianne	 	 	 	 	 	OH	 	 	 	 	 	 (440) 665-7941
	 	jim.sapitro@clubpilates.com	 	6%	 	2% 	 	 11/15/17

	347	 	Club Pilates Andover	 	MA	 	Pollard	 	Laura	 	 	 	 	 	MA	 	 	 	 	 	(617) 755-5853	 	laura.pollard@clubpilates.com	 	6%	 	2%	 	11/14/17
	348	 	Club Pilates Omaha 1(VerMaas)	 	NE	 	VerMaas	 	Derrick	 	 	 	 	 	NE	 	 	 	 	 	(402) 880-9462	 	derrick.vermaas@clubpilates.com	 	6%	 	2%	 	12/28/17
	349	 	Club Pilates Phoenix 1(Gage)	 	AZ	 	Gage	 	Chris / Angela	 	 	 	 	 	AZ	 	 	 	 	 	 	 	 	 	6%	 	2%	 	12/22/17
	350	 	Club Pilates Long Island 1	 	NJ	 	Rosenbluth	 	Allen & Pamela	 	 	 	 	 	NJ	 	 	 	 	 	(516) 432-7704	 	pamela.rosenbluth@clubpilates.com	 	6%	 	2%	 	11/13/17
	351	 	Club Pilates Evansville 1(Cox)	 	IN	 	Cox	 	Jeff / Bussie	 	 	 	 	 	IN	 	 	 	 	 	(812) 431-7251	 	bussie.cox@clubpilates.com	 	6%	 	2%	 	12/28/17
	352	 	Club Pilates West Boston 1(Bruce)	 	MA	 	Bruce	 	Jeff / Michaela	 	 	 	 	 	MA	 	 	 	 	 	(508) 981-8181	 	michaela.bruce@clubpilates.com	 	6%	 	2%	 	12/22/17
	353	 	Club Pilates Moore 1(Webb)	 	OK	 	Webb	 	Allie	 	 	 	 	 	OK	 	 	 	 	 	(405) 306-2815	 	allie.webb@clubpilates.com	 	6%	 	2%	 	12/22/17
	354	 	Club Pilates Calgary	 	CAN	 	Kot	 	Danielle	 	 	 	 	 	CAN	 	 	 	 	 	403-471-8042	 	danielle.kot@clubpilates.com	 	6%	 	2%	 	11/20/17


  
 Schedule 9.27 














																													
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	355	 	Club Pilates Milwaukee	 	WI	 	Stanford	 	Jennifer & Mitchell	 	 	 	 	 	WI	 	 	 	 	 	(708) 382-0841	 	mitchell.stanford@clubpilates.com	 	6%	 	2%	 	11/21/17
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	356	 	Club Pilates Vancouver 1(Osman zai)	 	CAN	 	Osmanzai	 	Omar	 	 	 	 	 	CAN	 	 	 	 	 	604-314-9290	 	omar.osmanzai@clubpilates.com	 	6%	 	2%	 	12/22/17
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	357	 	Club Pilates Central 1	 	CA	 	Stevenson	 	Brad	 	 	 	 	 	CA	 	 	 	 	 	(949) 466-8889	 	traci.stevenson@clubpilates.com	 	6%	 	2%	 	11/17/17
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	358	 	Club Pilates Ft. Lauderdale 2(Wance)	 	FL	 	Wance / Puppin	 	Felipe / Adrian	 	 	 	 	 	FL	 	 	 	 	 	 	 	 	 	6%	 	2%	 	12/28/17
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	359	 	Club Pilates Detroit (Babineau)	 	MI	 	Babineau	 	Tom	 	 	 	 	 	MI	 	 	 	 	 	(313) 410-0901	 	tom.babineau@clubpilates.com	 	6%	 	2%	 	12/28/17
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	360	 	Club Pilates Dallas 4	 	TX	 	Becker	 	Lance & Sarah	 	 	 	 	 	TX	 	 	 	 	 	 	 	sarah.becker@clubpilates.com	 	6%	 	2%	 	11/14/17
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	361	 	Club Pilates Lake Nona 1(Carato lli)	 	FL	 	Caratolli	 	Claudia	 	 	 	 	 	FL	 	 	 	 	 	(786) 879-9500	 	claudia.caratolli@clubpilates.com	 	6%	 	2%	 	02/21/18


  
 Schedule 9.27 














																													
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 362
	 	Club Pilates Manhattan 1 (Cavallo)	 	NY	 	Cavallo	 	Jason/Darin	 	 	 	 	 	NY	 	 	 	 	 	(917) 698-2739	 	jason.cavallo@clubpilates.com	 	6%	 	2%	 	01/25/18
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	363	 	Club Pilates Kansas City (Mollie/ Corey Cavanaugh)	 	KS	 	Cavanaugh	 	Mollie & Corey	 	 	 	 	 	KS	 	 	 	 	 	(719) 481-5797	 	josh.cavanaugh@clubpilate.com	 	6%	 	2%	 	11/30/17
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	364	 	Club Pilates Manhattan 2(Chu)	 	NY	 	Chu	 	Isaac	 	 	 	 	 	NY	 	 	 	 	 	(646) 610-0389	 	isaac.chu@clubpilates.com	 	6%	 	2%	 	02/22/18
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	365	 	Club Pilates Santa Cruz 1(Affonso)	 	CA	 	Foster/Affonso	 	Michele /Dale	 	 	 	 	 	CA	 	 	 	 	 	 	 	 	 	6%	 	2%	 	02/21/18
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	366	 	Club Pilates Brooklyn 2	 	NY	 	Gevinski	 	Sarah	 	 	 	 	 	NY	 	 	 	 	 	(646) 425-8244	 	sarah.gevinski@clubpilates.com	 	6%	 	2%	 	11/30/17
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	367	 	Club Pilates Lexington	 	SC	 	Keen	 	Henry	 	5230 Sunset Blvd., Suite C,	 	Lexington	 	SC	 	29072	 	 	 	(704) 614-3532	 	henry.keen@clubpilates.com	 	6%	 	2%	 	10/12/17


  
 Schedule 9.27 














																													
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	368	 	Club Pilates Lutherville 1(Leary)	 	MD	 	Leary	 	Christine	 	 	 	 	 	MD	 	 	 	 	 	(410) 499-2642	 	christine.leary@clubpilates.com	 	
6%
	 	
2%
	 	
02/21/18

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	369	 	Club Pilates Columbus 2(McTigue)	 	OH	 	McTigue	 	Caitlin	 	 	 	 	 	OH	 	 	 	 	 	(614) 832-5985	 	caitlin.mctigue@clubpilates.com	 	
6%
	 	
2%
	 	
02/06/18

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	370	 	Club Pilates Morgan Hill (Moulios)	 	CA	 	Moulios	 	Jen	 	 	 	 	 	CA	 	 	 	 	 	(408) 316-1165	 	jen.moulios@clubpilates.com	 	
6%
	 	
2%
	 	
02/28/18

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	371	 	Club Pilates Minneapolis 4	 	MN	 	Nelson	 	Topher	 	 	 	 	 	MN	 	 	 	 	 	(612) 723-6075	 	topher.nelson@clubpilates.com	 	
6%
	 	
2%
	 	
11/21/17

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	372	 	Club Pilates Phoenix 3 (Pickens)	 	AZ	 	Pickens	 	Kim	 	 	 	 	 	AZ	 	 	 	 	 	(602) 790-0769	 	kim.pickens@clubpilates.com	 	
6%
	 	
2%
	 	
12/18/17

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	373	 	Club Pilates Shreveport 3(Pryor)	 	LA	 	Pryor	 	Dennis	 	 	 	 	 	LA	 	 	 	 	 	(409) 382-7775	 	dennis.pryor@clubpilates.com	 	
6%
	 	
2%
	 	
02/23/18

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	374	 	Club Pilates Seal Beach 2 (Rubin)	 	CA	 	Rubin	 	Michael & Alyssa	 	 	 	 	 	CA	 	 	 	 	 	 	 	Michael.Rubin@clubpilates.com	 	
6%
	 	
2%
	 	
10/19/17



  
 Schedule 9.27 














																													
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	375	 	 Club Pilates

Ann Arbor 2(Vogel)
	 	MI	 	Vogel	 	Nick	 	 	 	 	 	MI	 	 	 	 	 	(989) 992-8422	 	nick.vogel@clubpilates.com	 	6%	 	2%	 	02/23/18
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	376	 	 Club Pilates

South Florida
 3 (Wance/

Caneppa /
 Cazzani /Morais)
	 	FL	 	Wance/ Caneppa /Cazzani /Morais	 	Felipe/ Felipe/ Fabian/guilherme	 	 	 	 	 	FL	 	 	 	 	 	 	 	 	 	6%	 	2%	 	01/30/18
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	377	 	 Club Pilates

Rockland
 County 1

(Watkins)
	 	NY	 	Watkins	 	Farah	 	 	 	 	 	NY	 	 	 	 	 	(201) 663-1543	 	farah.watkins@clubpilates.com	 	6%	 	2%	 	02/01/18
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	378	 	 Club Pilates

Greenwod
	 	IN	 	Williams	 	Jamie/Todd	 	 	 	 	 	IN	 	 	 	 	 	 	 	 	 	6%	 	2%	 	01/31/18
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	379	 	 Club Pilates

Manhattan
 (Yang) 2
	 	NY	 	Yang / Barletta	 	John / Renee	 	 	 	 	 	NY	 	 	 	 	 	 	 	 	 	6%	 	2%	 	02/22/18
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	380	 	 Club Pilates

Park City
	 	UT	 	Badger	 	Scott/Nicholle	 	 	 	 	 	UT	 	 	 	 	 	(801) 556-6111	 	scott.badger@clubpilates.com	 	6%	 	2%	 	03/14/18


  
 Schedule 9.27 














																													
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	381	 	Club Pilates DC 1 (Beale)	 	DC	 	Beale	 	Will	 	 	 	 	 	DC	 	 	 	 	 	202-868-1545	 	will.beale@clubpilates.com	 	6%	 	2%	 	03/29/18
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	382	 	Club Pilates DC 2 (Beale)	 	DC	 	Beale	 	Will	 	 	 	 	 	DC	 	 	 	 	 	202-868-1545	 	will.beale@clubpilates.com	 	6%	 	2%	 	04/02/18
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	383	 	Club Pilates DC 3 (Beale)	 	DC	 	Beale	 	Will	 	 	 	 	 	DC	 	 	 	 	 	202-868-1545	 	will.beale@clubpilates.com	 	6%	 	2%	 	04/02/18
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	384	 	Club Pilates East Liberty 1 (Borga)	 	PA	 	Borga	 	Brittany	 	 	 	 	 	PA	 	 	 	 	 	(412) 651-1970	 	brittany.borga@clubpilates.com	 	6%	 	2%	 	03/21/18
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 385
	 	Club Pilates Fresno 1 (Danzig)	 	CA	 	Danzig	 	Dan/Jannis	 	 	 	 	 	CA	 	 	 	 	 	248-561-1641	 	dan.danzig@clubpilates.com	 	6%	 	2%	 	04/05/18
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 386
	 	Club Pilates Fresno 2 (Danzig)	 	CA	 	Danzig	 	Dan/Jannis	 	 	 	 	 	CA	 	 	 	 	 	248-561-1641	 	dan.danzig@clubpilates.com	 	6%	 	2%	 	04/05/18
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	387	 	Club Pilates Fresno 3 (Danzig)	 	CA	 	Danzig	 	Dan/Jannis	 	 	 	 	 	CA	 	 	 	 	 	248-561-1641	 	dan.danzig@clubpilates.com	 	6%	 	2%	 	04/05/18
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 388
	 	Club Pilates Long Island 1 (Stalek/Davis)	 	NY	 	Davis/Stalek	 	Martin/ Rebecca	 	 	 	 	 	NY	 	 	 	 	 	516-567- 9118	 	martin.davis@clubpilates.com	 	7%	 	2%	 	05/11/18


  
 Schedule 9.27 














																													
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 389
	 	Club Pilates Long Island 2 (Stalek/ Davis)	 	NY	 	Davis/Stalek	 	 Martin/

Rebecca
	 	 	 	 	 	NY	 	 	 	 	 	516-567-9118	 	martin.davis@clubpilates.com	 	7%	 	2%	 	05/11/18
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	390	 	Club Pilates Long Island 3 (Stalek/ Davis)	 	NY	 	Davis/Stalek	 	Martin/ Rebecca	 	 	 	 	 	NY	 	 	 	 	 	516-567- 9118	 	martin.davis@clubpilates.com	 	7%	 	2%	 	05/11/18
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	391	 	Club Pilates Jacksonv ille 1 (Durbin)	 	FL	 	Durbin	 	Josh & Elizabeth	 	 	 	 	 	FL	 	 	 	 	 	(843) 408-1675	 	josh.durbin@clubpilates.com	 	6%	 	2%	 	03/02/18
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 392
	 	 Club

Pilates Jacksonv ille 2 (Durbin)
	 	FL	 	Durbin	 	Josh & Elizabeth	 	 	 	 	 	FL	 	 	 	 	 	(843) 408-1675	 	josh.durbin@clubpilates.com	 	6%	 	2%	 	03/02/18
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	393	 	Club Pilates Jacksonv ille 3 (Durbin)	 	FL	 	Durbin	 	Josh & Elizabeth	 	 	 	 	 	FL	 	 	 	 	 	(843) 408-1675	 	josh.durbin@clubpilates.com	 	6%	 	2%	 	03/02/18
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	394	 	Club Pilates Glastonb ury	 	CT	 	Fagan	 	Cathleen	 	 	 	 	 	CT	 	 	 	 	 	203-912- 4913	 	cathleen.fagan@clubpilates.com	 	7%	 	2%	 	05/22/18


  
 Schedule 9.27 














																													
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 395
	 	Club Pilates Long Island 1 (Goldstein)	 	NY	 	Goldstein	 	David	 	 	 	 	 	NY	 	 	 	 	 	516-527-4040	 	david.goldstein@clubpilates.com	 	6%	 	2%	 	04/05/18
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	396	 	Club Pilates Long Island 2 (Goldstein)	 	NY	 	Goldstein	 	David	 	 	 	 	 	NY	 	 	 	 	 	516-527-4040	 	david.goldstein@clubpilates.com	 	6%	 	2%	 	04/05/18
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	397	 	Club Pilates Long Island 3 (Goldstein)	 	NY	 	Goldstein	 	David	 	 	 	 	 	NY	 	 	 	 	 	516-527-4040	 	david.goldstein@clubpilates.com	 	6%	 	2%	 	04/05/18
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	398	 	Club Pilates Toledo 1 (Grewal)	 	OH	 	Grewal	 	Saru	 	 	 	 	 	OH	 	 	 	 	 	(248) 210-7864	 	saru.grewal@clubpilates.com	 	6%	 	2%	 	03/08/18
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	399	 	Club Pilates Liberty Township (Harris)	 	OH	 	Harris	 	Jon	 	 	 	 	 	OH	 	 	 	 	 	(704) 491-6717	 	doug.harris@clubpilates.com	 	6%	 	2%	 	03/15/18
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	400	 	Club Pilates Winston- Salem 1 (Henry)	 	NC	 	Henry	 	Kristin	 	 	 	 	 	NC	 	 	 	 	 	(703) 989-0470	 	kristin.henry@clubpilates.com	 	7%	 	2%	 	05/31/18


  
 Schedule 9.27 














																													
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 401
	 	Club Pilates Austin 4 (Hernandez, Shannon)	 	TX	 	Hernandez/Qureshi	 	Hector/ Shannon	 	 	 	 	 	TX	 	 	 	 	 	512-593-3652	 	hector.hernandez@clubpilates.com	 	6%	 	2%	 	05/31/18
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	402	 	Club Pilates 1 (Khanukayev)	 	MD	 	Khanukayev	 	Ron/Irina	 	 	 	 	 	MD	 	 	 	 	 	(443) 803-8254	 	irina.khanukayev@clubpilates.com	 	6%	 	2%	 	03/07/18
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 403
	 	 Club

Pilates Doylestown
	 	PA	 	Kurowicki	 	Donna	 	 	 	 	 	PA	 	 	 	 	 	908-310-2416	 	donna.kurowicki@clubpilates.com	 	7%	 	2%	 	05/30/18
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	404	 	Club Pilates Charlottesville 1 (Lotze, Tavares, Schettgen)	 	VA	 	Lotze/Tavares/Schettgen	 	 Christine/

Stephen/Marvin
	 	 	 	 	 	VA	 	 	 	 	 	908-310-2416	 	donna.kurowicki@clubpilates.com	 	6%	 	2%	 	03/20/18
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 405
	 	Club Pilates Lexington 1 (McCarter)	 	KY	 	McCarter	 	Rob/Sandi	 	 	 	 	 	KY	 	 	 	 	 	(859)-552-8055	 	rob.mccarter@clubpilates.com	 	6%	 	2%	 	03/30/18
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	406	 	Club Pilates Lexington 2 (McCarter)	 	KY	 	McCarter	 	Rob/Sandi	 	 	 	 	 	KY	 	 	 	 	 	(859)-552-8055	 	rob.mccarter@clubpilates.com	 	6%	 	2%	 	05/31/18


  
 Schedule 9.27 














																													
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 407
	 	Club Pilates San Antonio 1 (Mueller)	 	TX	 	Mueller	 	 Christian/

Stefanie
	 	 	 	 	 	TX	 	 	 	 	 	661.302.7497	 	jon.mueller@clubpilates.com	 	6%	 	2%	 	03/23/18
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 408
	 	Club Pilates Cummings 1 (Peterson)	 	GA	 	Peterson	 	Mike	 	 	 	 	 	GA	 	 	 	 	 	(917) 573-6971	 	jennifer.peterson@clubpilates.com	 	6%	 	2%	 	04/05/18
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 409
	 	Club Pilates Omaha 1 (Powell)	 	NE	 	Powell	 	Lisa & Regi	 	 	 	 	 	NE	 	 	 	 	 	402-672-1918	 	lisa.powell@clubpilates.com	 	7%	 	2%	 	06/13/18
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 410
	 	Club Pilates Melbourne 1 (Rehkop)	 	FL	 	Rehkop	 	Heath/Emily	 	 	 	 	 	FL	 	 	 	 	 	703-508-9175	 	heath.rehkop@clubpilates.com	 	6%	 	2%	 	03/29/18
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 411
	 	Club Pilates Reston 1 (Shafi)	 	VA	 	Shafi	 	Misbah	 	 	 	 	 	VA	 	 	 	 	 	301-305-2130	 	misbah.shafi@clubpilates.com	 	7%	 	2%	 	06/07/18
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	412	 	Club Pilates Arkansas 1 (Teater/ Neblett)	 	AR	 	Teater/ Neblett	 	Bryce & Shayla, Leo &Katherine	 	 	 	 	 	AR	 	 	 	 	 	501-258-6737	 	bryce.teater@clubpilates.com	 	7%	 	2%	 	05/21/18
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	413	 	Club Pilates Arkansas 2 (Teater/ Neblett)	 	AR	 	Teater/ Neblett	 	 Bryce & Shayla,

Leo
 &Katherine
	 	 	 	 	 	AR	 	 	 	 	 	501-258-6737	 	bryce.teater@clubpilates.com	 	7%	 	2%	 	05/21/18


  
 Schedule 9.27 














																													
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 414
	 	Club Pilates Arkansas 3 (Teater/ Neblett)	 	AR	 	Teater/ Neblett	 	Bryce & Shayla, Leo &Katherine	 	 	 	 	 	AR	 	 	 	 	 	501-258-6737	 	bryce.teater@clubpilates.com	 	7%	 	2%	 	05/21/18
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	415	 	Club Pilates Arkansas 4 (Teater/ Neblett)	 	AR	 	Teater/ Neblett	 	Bryce & Shayla, Leo &Katherine	 	 	 	 	 	AR	 	 	 	 	 	501-258-6737	 	bryce.teater@clubpilates.com	 	7%	 	2%	 	05/21/18
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 416
	 	Club Pilates Arkansas 5 (Teater/ Neblett)	 	AR	 	Teater/ Neblett	 	 Bryce &

Shayla,
 Leo &Katherine
	 	 	 	 	 	AR	 	 	 	 	 	501-258-6737	 	bryce.teater@clubpilates.com	 	7%	 	2%	 	05/21/18
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	417	 	Club Pilates Arkansas 6 (Teater/ Neblett)	 	AR	 	Teater/ Neblett	 	Bryce & Shayla, Leo &Katherine	 	 	 	 	 	AR	 	 	 	 	 	501-258-6737	 	bryce.teater@clubpilates.com	 	7%	 	2%	 	05/21/18
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	418	 	Club Pilates Indianapolis 4 (Thorpe)	 	IN	 	Thorpe	 	Ralph/Julie	 	 	 	 	 	IN	 	 	 	 	 	(317) 696-4600	 	ralph.thorpe@clubpilates.com	 	6%	 	2%	 	03/02/18


  
 Schedule 9.27 














																													
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 419
	 	 Club

Piilates
 Indianapolis 5

(Thorpe)
	 	IN	 	Thorpe	 	Ralph/Julie	 	 	 	 	 	IN	 	 	 	 	 	(317) 696-4600	 	ralph.thorpe@clubpilates.com	 	6%	 	2%	 	03/02/18
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 420
	 	 Club

Pilates Des Moines 1(Tice)
	 	IA	 	Tice	 	Chandler	 	 	 	 	 	IA	 	 	 	 	 	515-974-7355	 	chandler.tice@clubpilates.com	 	6%	 	2%	 	04/30/18
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	421	 	Club Pilates Houston 1(Uffelm an)	 	TX	 	Uffelman	 	Brian and Sandy	 	 	 	 	 	TX	 	 	 	 	 	281-630-3484	 	brian.uffelman@clubpilates.com	 	7%	 	2%	 	05/03/18
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	422	 	Club Pilates Houston 2(Uffelm an)	 	TX	 	Uffelman	 	Brian and Sandy	 	 	 	 	 	TX	 	 	 	 	 	281-630-3484	 	brian.uffelman@clubpilates.com	 	7%	 	2%	 	05/03/18
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 423
	 	 Club

Pilates
 Houston 3(Uffelm an)
	 	TX	 	Uffelman	 	Brian and Sandy	 	 	 	 	 	TX	 	 	 	 	 	281-630-3484	 	brian.uffelman@clubpilates.com	 	7%	 	2%	 	05/03/18
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	424	 	Club Pilates Denver 1 (Van Horn)	 	CO	 	Van Horn	 	Erik	 	 	 	 	 	CO	 	 	 	 	 	605-645-1465	 	erik.vanhorn@clubpilates.com	 	7%	 	2%	 	05/31/18
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	425	 	Club Pilates Denver 2 (Van Horn)	 	CO	 	Van Horn	 	Erik	 	 	 	 	 	CO	 	 	 	 	 	605-645-1465	 	erik.vanhorn@clubpilates.com	 	7%	 	2%	 	05/31/18


  
 Schedule 9.27 














																													
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 426
	 	Club Pilates Denver 3 (Van Horn)	 	CO	 	 Van

Horn
	 	Erik	 	 	 	 	 	CO	 	 	 	 	 	605-645-1465	 	erik.vanhorn@clubpilates.com	 	7%	 	2%	 	05/31/18
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 427
	 	Club Pilates Lake Oswego	 	OR	 	Wynkoop	 	Dan/Debra	 	 	 	 	 	OR	 	 	 	 	 	(503) 720-9556	 	dan.wynkoop@clubpilates.com	 	6%	 	2%	 	05/31/18

 Notes: 

(i) Renewal Date - All franchise agreements are 10-year terms 

(ii) There are no material waivers, alterations, amendments or other material modifications of any franchise agreements. Any waivers,
alterations, amendments or modifications that exist are deemed immaterial and are primarily related to territory transfers and development schedule terms 

  
 Schedule 9.27 













 The License Arrangement is the only Franchise Agreement or analogous
agreement of Licensor. The following information required to be disclosed pursuant to Schedule 9.27(e) is applicable to Arrangement. 
  

					
	 Subsection

 
	  	
Information Requested
	  	
Disclosure
  

	
(i)
  
	  	 Franchise System
	  	
“AKT”1 

 

	
(ii)
	  	 Franchisee Business
	  	 Upper East Side
Studio

	 	  	 Addresses
	  	 244 84th Street, New
York,

	 	  	 	  	 NY 10028

	 	 	 
	 	  	 	  	 NoMad Studio

	 	  	 	  	 Broadway, New York NY

	 	  	 	  	 10001

	 	 	 
	 	  	 	  	 Hamptons Studio

	 	  	 	  	 3 Railroad Avenue,

	 	  	 	  	 East Hampton NY

	 	 	 
	 	  	 	  	 New Canaan
Studio

	 	  	 	  	 Halo Studios, Grove
Street,

	 	  	 	  	 New
Canaan CT
  

	
(iii)
	  	 Franchisee contact info
	  	 AKT inMotion, Inc.

	 	  	 	  	 c/o AKT Fitness LLC

	 	  	 	  	 244 84th Street

	 	  	 	  	 New York, New York
10028

	 	  	 	  	 Attention: Anna Kaiser

	 	  	 	  	
a@aktinmotion.com
  

	
(iv)
	  	 Royalty rate
	  	 Seven percent (7%) once

	 	  	 	  	 effective pursuant to the
terms

	 	  	 	  	 of the
Purchase Agreement
  

	
(v)
	  	 Market Fund Contribution
	  	 No contribution until
the

	 	  	 Rate
	  	 opening of the
“AKT”

	 	  	 	  	 Marketing Fund. Then
current

	 	  	 	  	 Market Fund
Contribution

	 	  	 	  	 Rate
thereafter.
  


  
  

1 There is technically no current “AKT”
Franchise System in place, as the Licensor is in process of preparing the FDD and related elements of such system. The Licensor does license its Intellectual Property to the Licensee in an analogous manner pursuant to the License Arrangement. 

 

  
 Schedule 9.27 














					
	
(vi)
	  	 Minimum royalty
	  	 No
minimum royalties until

	 	  	 	  	 formal franchise
agreements

	 	  	 	  	 are in
place
  

	
(vii)
	  	 Effective date
	  	
March 21, 2018
  

	
(viii)
	  	 Modification to renewal
date
	  	
N/A
  

	 (ix)

 
	  	 Material modifications or
waivers
  
	  	
N/A
  


 The Row House License Arrangement is the only Franchise Agreement or analogous agreement of
Row House Licensor. The following information required to be disclosed pursuant to Schedule 9.27(e) is applicable to the Row House License Arrangement. 
  

					
	
Subsection
	  	
Information Requested
	  	
Disclosure
  

	 (i)

 
	  	 Franchise System
	  	
“Stretch Labs”2 

	 (ii)
	  	 Franchisee Business Addresses
	  	 Chelsea Studio

	 	  	 	  	 269 W. 23rd Street

	 	  	 	  	 New York, NY 10011

 

	 	  	 	  	 Columbus Circle
Studio

	 	  	 	  	 559 W. 59th St

	 	  	 	  	 New York, NY 10019

 

	 	  	 	  	 Upper East Side
Studio

	 	  	 	  	 406 East 91st Street

	 	  	 	  	 New York,
NY 10128
  

	 (iii)
	  	 Franchisee contact info
	  	 Row House Holdings,
Inc.

	 	  	 	  	 269 W. 23rd Street

	 	  	 	  	 New York, NY 10011

	 	  	 	  	 (646)
850-0540

	 	  	 	  	 Attention:

	 	  	 	  	
debra@rowhousenyc.com
  

	 (iv)
	  	 Royalty rate
	  	 No royalties until
January 1,

	 	  	 	  	
2019. Then current royalty


  
  

2 There is technically no current “Stretch Lab”
Franchise System in place, as the Stretch Lab Licensor is in process of preparing the FDD and related elements of such system. The Stretch Lab Licensor does license its Intellectual Property to the Stretch Lac Licensee in an analogous manner
pursuant to the Stretch Lab License Arrangement. 

  
 Schedule 9.27 














					
	 	  	 	  	
rate thereafter.
  

	 (v)
	  	 Market Fund Contribution
	  	 No contribution until
the

	 	  	 Rate
	  	 opening of the “Row
House”

	 	  	 	  	 Marketing Fund. Then
current

	 	  	 	  	 Market Fund
Contribution

	 	  	 	  	 Rate
thereafter.
  

	 (vi)
	  	 Minimum royalty
	  	 No minimum royalties
until

	 	  	 	  	 January 1, 2019. Then
current

	 	  	 	  	
minimum royalties thereafter.
  

	
(vii)
	  	 Effective date
	  	
December 8, 2017
  

	
(viii)
	  	 Modification to renewal
date
	  	
N/A
  

	 (ix)

 
	  	 Material modifications or
waivers
  
	  	
N/A
  


 The Stretch Lab License Arrangement is the only Franchise Agreement or analogous agreement of Stretch Lab
Licensor. The following information required to be disclosed pursuant to Schedule 9.27(e) is applicable to the Stretch Lab License Arrangement. 
  

					
	 Subsection
	  	
Information Requested
	  	
Disclosure
  

	
(i)
	  	 Franchise System
	  	
“Stretch Labs”3 

 

	
(ii)
	  	 Franchisee Business Addresses
	  	 Venice Studio

	 	  	 	  	 512 Rose Ave,

	 	  	 	  	 Venice, CA 90291

 

	 	  	 	  	 Santa Monica
Studio

	 	  	 	  	 808 11th Street,

	 	  	 	  	 Santa Monica, CA 90403

 

	 	  	 	  	 Beverly Studio

	 	  	 	  	 8317 Beverly Boulevard

	 	  	 	  	 Los
Angeles, CA 90048
  

	
(iii)
	  	 Franchisee contact info
	  	 Stretch Lab, LLC

	 	  	 	  	 512
Rose Ave,


  
  

3 There is technically no current “Stretch Lab”
Franchise System in place, as the Stretch Lab Licensor is in process of preparing the FDD and related elements of such system. The Stretch Lab Licensor does license its Intellectual Property in an analogous manner pursuant to the Stretch Lab License
Arrangement. 

  
 Schedule 9.27 














					
	 	  	 	  	 Venice,
CA 90291

	 	  	 	  	 (310)
450-2510

	 	  	 	  	
Attention: Saul J. Janson
  

	
(iv)
	  	 Royalty rate
	  	 No royalties until
November

	 	  	 	  	 15, 2018. 7% of gross
sales

	 	  	 	  	
thereafter.
  

	
(v)
	  	 Market Fund Contribution Rate
	  	 No contribution until
the

	 	  	 	  	 opening of the “Stretch
Lab”

	 	  	 	  	 Marketing Fund. 2% of
gross

	 	  	 	  	 sales
thereafter.
  

	
(vi)
	  	 Minimum royalty
	  	 No minimum royalty
until

	 	  	 	  	 November 15, 2018.
Then

	 	  	 	  	 current minimums for
the

	 	  	 	  	
Franchise System thereafter.
  

	
(vii)
  
	  	 Effective date

 
	  	
November 15, 2017
  

	
(viii)
  
	  	 Modification to renewal
date
  
	  	
N/A
  

	
(ix)
	  	 Material modifications or
waivers
  
	  	
N/A
  


 The Yoga Six License Arrangement is the only Franchise Agreement or analogous agreement of the Yoga Six
Licensor. The following information required to be disclosed pursuant to Schedule 9.27(e) is applicable to the Yoga Six License Arrangement. 
  

					
	 Subsection

 
	  	
Information Requested
  
	  	
Disclosure
  

	
(i)
  
	  	 Franchise System

 
	  	
“Yoga Six”4 

 

	
(ii)
	  	 Franchisee Business Addresses
	  	 Yoga 6 4-S Studio

	 	  	 	  	 16625 Dove Canyon Rd,

	 	  	 	  	 San Diego, CA 92127

 

	 	  	 	  	 Yoga 6 Carlsbad
Studio

	 	  	 	  	 1905 Calle Barcelona
Suite

	 	  	 	  	
238,


  
  

4 There is technically no current “Yoga”
Franchise System in place, as the Yoga Six Licensor is in process of preparing the FDD and related elements of such system. The Yoga Six Licensor does license its Intellectual Property in an analogous manner pursuant to the Yoga Six License
Arrangement. 

  
 Schedule 9.27 














					
	 	  	 	  	 Carlsbad, CA
92009
  

	 	  	 	  	 Yoga 6 Carmel Valley
Studio

	 	  	 	  	 4639 Carmel Mountain Rd #
102,

	 	  	 	  	 San Diego, CA 92130

 

	 	  	 	  	 Point Loma Yoga
Studio

	 	  	 	  	 2850 Womble Rd #101,

	 	  	 	  	 San Diego, CA 92106

 

	 	  	 	  	 Yoga 6 Solana Beach
Studio

	 	  	 	  	 437 S Highway 101, Suite
401,

	 	  	 	  	 Solana Beach, CA 92075

 

	 	  	 	  	 Yoga 6 Highlands
Studio

	 	  	 	  	 5724 Oakland Ave,

	 	  	 	  	 St. Louis, MO 63110

 

	 	  	 	  	 Yoga 6 Des Peres
Studio

	 	  	 	  	 12360 Manchester Rd #206,

	 	  	 	  	 St.
Louis, MO 63131
  

	 (iii)
	  	 Franchisee contact info
	  	 Yoga 6 Company, LLC

	 	  	 	  	 512 Via De La Valle,

	 	  	 	  	 Solana Beach, CA 92075

	 	  	 	  	 Attention: Peter Barbaresi

	 	  	 	  	 Email:

	 	  	 	  	
pbarbaresi@yogasix.com
  

	 (iv)
	  	 Royalty rate
	  	 Seven percent (7%) once

	 	  	 	  	 effective pursuant to the
terms

	 	  	 	  	 of the Yoga Six Purchase

	 	  	 	  	 Agreement (i.e. twelve
(12)

	 	  	 	  	 months following the date
of

	 	  	 	  	 the Yoga Six Purchase

	 	  	 	  	
Agreement)
  

	 (v)
	  	 Market Fund Contribution Rate
	  	 No contribution until the

	 	  	 	  	 opening of the “Yoga
Six”

	 	  	 	  	 Marketing Fund. Then
current

	 	  	 	  	 Market Fund Contribution

	 	  	 	  	 Rate
thereafter.
  

	
(vi)
	  	 Minimum royalty
	  	 No
minimum royalty until



  
 Schedule 9.27 














					
	 	  	 	  	 formal
franchise agreements

	 	  	 	  	 are in
place.
  

	
(vii)
	  	 Effective date
	  	
July 26, 2018
  

	
(viii)
	  	 Modification to renewal
date
	  	 N/A

 

	
(ix)
  
	  	 Material modifications or
waivers
  
	  	 N/A

 



  
 Schedule 9.27 













 (f) 

CycleBar: 
 The following franchisees are
in default of their Site Acquisition Deadline, per Section 4.4 of their Franchise Agreement with CBF, see Section 4.25(m): 

1.   Jay Smith & Jon Rod King 

2.   Alexandria Pilon 

3.   Barry Hamilton 

4.   Bryna Podwoiski & Troy Kelsey 

5.   Joe & Cassi Ruiz 

6.   April Amory & Kevin Grubb 

7.   Jenn Sims 

8.   Kirk & Stefanie Nelson 

9.   Jeff & Calleen Hodges 

10. Lisa Lewis 

11. Minty & Minesh Patel 

12. John & Amber Reid 

13. Zach Pettus, Jean Nitchals, Paul Jevnick & Jennifer Rondestvedt 

14. Natalie Rix - Breathe Fitness, LLC 

15. Todd & Julie Lotzer 

16. Kevin & Elizabeth Anderson 

17. Stacey Stelmach 

18. Laura Aquino 

19. Heath Trowell 

20. Nadine & Andrew Smith 

21. David Busker & David Batschelett - DB2 Fitness Two, LLC 

22. John & Kiersten DiChiaro 

23. Claire Powell 

24. Leonard & Gail Barela & Jeremy Thornton 

25. Jennifer “Becky” McGinnis & Jason Stubbs - Echappe LLC 

26. Rob Janda 

27. Shelley & Brandon Baca 

28. Amy & Ryan Rath 

29. Chuck Jones & Glenn Flessas  

30. Heather Branstetter & Chuck Schneider - NextLevel Cycling LLC 

31. Dione & Tom Bailey 

32. John & Renee Duncan - JRD Jumping Corp. 

33. Christine Wallin & Andrew Aiello - AGCM Enterprises 

34. Joe Bonidy 

35. Ken & Eileen Plotkin - Elite Enterprises of NY, Incorporated 

36. Gary Dellovade 

37. Peter DeLuca 

38. Claire & Sheila Hayes 

39. Rod Reyes 

  
 Schedule 9.27 













 40. Justin Beck, Jack Weston, Scott Weiss 

41. Hayley Killam 

The following franchisees are in default of their Opening Deadline, per Section 4.6 of their Franchise Agreement with CBF, see
Section 4.25(m): 
 1.   Natalie Rix 

2.   Catherine Straughan & Kimberley Drobny 

3.   Jeff Bass 

4.   Oliver Chipp 

5.   Patrick Hickey 

6.   Mark Washburn 

7.   Marty & Craig Coffey 

8.   Erin Schiller 

9.   Kreg Boynton & Hollie Pool 

10. Inga & Larry Pross 

11. Loma and Bassam “Bobby” Ammar 

12. Todd & Julie Lotzer 

13. Mark Pastolove 

14. Devika Kumar 

15. Saul & Lisa Locker 

16. Tony Virella 

17. Scott Marshall 

18. Kevin & Elizabeth Anderson 

19. Stacey Stelmach 

20. Laura Aquino 

21. David Pelsue 

22. Bob & Betty Korabik 

23. Carin & Ian Zellman 

24. Mark & Holly Mussmann - Desert Ventures CB1, LLC 

25. Nadine & Andrew Smith 

26. Macelon D’Sa, Neelpa D’Sa, and Melanie Dimemmo - MNM Ventures LLC 

27. David Busker & David Batschelett - DB2 Fitness Two, LLC 

28. John Wood - Challenger 728 LLC 

29. Keith & Kelly Weier - K&K Fit 4 Life, Inc. 

30. Rick Giese and Leann Sumner 

31. Ryan “Buddy” Hardiman & Dennis Hardiman 

32. Jayesh Patel & Jeetendra Patel - The Sharda Group, LLC 

33. Claire Powell 

34. Joanna and Erik Lundberg 

35. Leonard & Gail Barela & Jeremy Thornton 

36. Bhumika & Ankitaben Patel and Shaifali Gondaliya - Spinenergy, LLC 

37. Jennifer “Becky” McGinnis & Jason Stubbs - Echappe LLC 

38. Thomas Dixon Douglas           Motion2 Consulting LLC 

39. Rob Janda 

40. Lisa O’Rourke - Off Islander Inc. 

41. Greg & Nuch Venbrux - Kraken Cycleworks LLC 

  
 Schedule 9.27 













 42. Chris Yates - Elevate Partners, LLC 

43. Steve & Jane Zubrzycki 

44. Christie Meyers 

45. Nate Fennell & Chris Shill 

46. Roger, Grant, & Lucas Hendren - RockStrong Texas LLC 

47. Chris Andras & Mike Silas 

48. Shelley & Joseph Jonietz - Fast Gear, LLC 

49. Shelley & Brandon Baca 

50. Liz Hatch & Tom Epstein - Avant-garde Fitness 

51. Amy & Ryan Rath 

52. Chuck Jones & Glenn Flessas  

53. Heather Branstetter & Chuck Schneider - NextLevel Cycling LLC 

54. McLean Coble & David Noffsinger 

55. Travis & Debbie Jacobson - TDW Properties, LLC 

56. Dione & Tom Bailey 

57. Lee Singer & Ronnie Singer 

58. John & Renee Duncan - JRD Jumping Corp. 

59. Christine Wallin & Andrew Aiello - AGCM Enterprises 

60. Joe Bonidy 

61. Ken & Eileen Plotkin - Elite Enterprises of NY, Incorporated 

62. Mark Schneider 

63. Gary Dellovade 

64. Peter DeLuca 

65. Claire & Sheila Hayes 

66. Rod Reyes 

67. Justin Beck, Jack Weston, Scott Weiss 

68. Hayley Killam 

The following franchisees are in default of their Development Agreement with CBF, see Section 4.25(m): 

1.   Bill McComb & Peter Wolf - CICLO Management, LLC 

2.   Joelle Bouhadana, Joseph Bouhadana, Motty Klainbaum, Danny Schactel, Mike Shalom - CYCLE26 LLC 

3.   JP Green & Michael Olander - JM Cycle, LLC 

4.   David Davis (Jake Davis, Jon Krumdieck) - MdG Partners LLC 

5.   J. Scot McBride & Chris Sommer 

6.   Tosten Schermer & Bob and Catherine Lee - ScherLeeUBike, LLC 

7.   John Janszen & Michael Olander - JCM Kentucky Cycle, LLC 

8.   Ryan “Buddy” Hardiman & Dennis Hardiman - GGM UTC LLC 

9.   Shirelle & Joel Vilmenay - Crescent City Cycle, LLC 

10. Marc & Lisa Palmer - Charlotte Cycle, Inc. 

11. Joe Rothchild - GHM CB, LLC 

12. Joe & Mary Laurie Cece 

13. Brad Spivey & Trish Harrison 

14. Jeff Wayne - CB Michigan, LLC 

15. Don Dasher & Lisa Hazen 

  
 Schedule 9.27 













 16. Patty Harte 

17. Lee Oesterling & Kirsten Rickers - Atlanta Cycle Studios, LLC 

18. Barbara & Jonathan Fleming - Corones, Inc., 

19. Lee & Christine Williams 

20. Katie Kannapell & Fred Ryser - PACKWOLF, LLC 

21. Paul & Anita Schnapp - Schnapp Enterprises, Inc. 

22. Mike Harris 

23. Kathleen Boss and Stephen Pineault 

From time to time, LBF franchisees may be in technical breach of the franchise agreements. LBF exercises its discretion in pursuing its rights
and remedies in responding to such breaches. Currently LBF is aware of the following breaches, none of which it regards as material: 

Below is a list of franchisees/location that have not opened within the 9-month time frame set forth
in their respective franchise agreements: 
  

									
	Franchisee	  	Territory	  	Franchise
Agreement Date	  	Opening Deadline
	Daniel van Zeyl	  	Miami	  	FL	  	 12/28/2016

 
	  	 09/24/2017

 

	Lezlie Snoozy-Kaitfors & Michael Kaitfors	  	Phoenix	  	AZ	  	01/20.2017	  	10/17/2017
	 	 	 	 	 
	Carl Kirkham Peacock & Pamela Tanase	  	Santa Barbara	  	CA	  	04/20/2017	  	01/15/2018


  
 Schedule 9.27 













 Club Pilates: 

From time to time, CPF franchisees may be in technical breach of the franchise agreements. CPF exercises its discretion in pursuing its rights
and remedies in responding to such breaches. Currently CPF is aware of the following breaches, none of which it regards as material: 

Below is a list of the franchisees/locations that have not opened within the 6-month time frame set
forth in their respective franchise agreements/area development agreements: 
  

																			
	 Real Estate Analysis
	 		  		 		  		  				  			
	 As
	 		 		  		 	 	  				  			
	 of:
	 	6/18/2018	 		  		 	Franchisee	  				  			
		 	 	 	 	 	 	 
	 	 	Studio Name	 	Sub-Territory
Name	  	State	 	Last Name	  	First Name	  	Franchise
Agreement
Date	 	  	Date
Required
to be
Open by	 
		 	 	 	 	 	 	 
	 1
	 	Club Pilates Stamford #3	 	New Canaan	  	CT	 	Ackerman	  	Scott	  	 	10/25/16	 	  	 	08/25/17	 
		 	 	 	 	 	 	 
	 2
	 	Club Pilates Manhattan 2	 	Greenwich Village	  	NY	 	Acquista	  	Dominick	  	 	01/31/17	 	  	 	01/31/18	 
		 	 	 	 	 	 	 
	 3
	 	Club Pilates Renton	 	 	  	WA	 	Adams	  	Nikki/Paul	  	 	02/18/15	 	  	 	12/04/17	 
		 	 	 	 	 	 	 
	 4
	 	Club Pilates Montclair	 	 	  	NJ	 	Angelis / DeGarcia	  	Dimitrios/Helen / Arnold/Amy	  	 	04/04/16	 	  	 	10/04/17	 
		 	 	 	 	 	 	 
	 5
	 	Club Pilates Chicago #3 (Asbury)	 	Northbrooke	  	IL	 	Asbury	  	Janet	  	 	10/26/16	 	  	 	04/26/18	 
		 	 	 	 	 	 	 
	 6
	 	Club Pilates Pasadena	 	Sierra Madre - 75 walnut	  	CA	 	Bailey	  	Rebecca	  	 	02/27/15	 	  	 	12/31/16	 
		 	 	 	 	 	 	 
	 7
	 	Club Pilates La Canada/Flintridge	 	 	  	CA	 	Bailey	  	Rebecca	  	 	02/27/15	 	  	 	12/31/17	 


  
 Schedule 9.27 














																			
		 	 	 	 	 	 	 
	 8
	 	Club Pilates Chicago 2 (Baldwin)	 	Old Town - W. North ave.	  	IL	 	Baldwin	  	Nathan & Erica	  	 	01/23/17	 	  	 	01/23/18	 
		 	 	 	 	 	 	 
	 9
	 	Club Pilates Dallas 4	 	Westover Hills	  	TX	 	Becker	  	Lance & Sara	  	 	11/14/17	 	  	 	05/15/18	 
		 	 	 	 	 	 	 
	 10
	 	Club Pilates (Bereny # 3)	 	Woodland Hills	  	CA	 	Bereny	  	Robert	  	 	06/10/15	 	  	 	12/04/16	 
		 	 	 	 	 	 	 
	 11
	 	Club Pilates Simi Valley #3	 	La Conchita	  	CA	 	Bloore/Drury	  	Ken / Allison	  	 	08/19/16	 	  	 	02/19/18	 
		 	 	 	 	 	 	 
	 12
	 	Club Pilates Parker	 	Parker	  	CO	 	Bosson	  	Cathy	  	 	07/28/17	 	  	 	01/28/18	 
		 	 	 	 	 	 	 
	 13
	 	Club Pilates Minneapolis #4	 	Eden Prairie	  	MN	 	Bounds	  	Steve & Angela	  	 	09/29/16	 	  	 	05/29/18	 
		 	 	 	 	 	 	 
	 14
	 	Club Pilates Plano	 	Plano	  	TX	 	Buck	  	Chris and Nathalie	  	 	04/12/16	 	  	 	04/12/17	 
		 	 	 	 	 	 	 
	 15
	 	Club Pilates Allen	 	 	  	TX	 	Buck	  	Chris and Nathalie	  	 	04/12/16	 	  	 	10/12/17	 
		 	 	 	 	 	 	 
	 16
	 	Club Pilates Richmond #2	 	Cary	  	VA	 	Burleigh	  	Bryan	  	 	04/10/17	 	  	 	04/10/18	 
		 	 	 	 	 	 	 
	 17
	 	Club Pilates Colorado (Busse) 1	 	Lowry	  	CO	 	Busse	  	Mary	  	 	08/15/17	 	  	 	02/15/18	 
		 	 	 	 	 	 	 
	 18
	 	Club Pilates Santa Rosa TBD 2	 	Rohnert Park	  	CA	 	Campton	  	Lois	  	 	05/22/17	 	  	 	05/22/18	 
		 	 	 	 	 	 	 
	 19
	 	Club Pilates Torrance #3	 	Torrance	  	CA	 	Castro	  	Savannah & Maya	  	 	11/04/16	 	  	 	05/04/18	 
		 	 	 	 	 	 	 
	 20
	 	Club Pilates Kansas City (Mollie/Corey Cavanaugh)	 	Kansas City	  	KS	 	Cavanaugh	  	Mollie & Corey	  	 	11/30/17	 	  	 	05/31/18	 
		 	 	 	 	 	 	 
	 21
	 	Club Pilates Norfolk 2 (Celia)	 	Williamsburg	  	VA	 	Celia	  	Joe	  	 	04/10/17	 	  	 	04/10/18	 
		 	 	 	 	 	 	 
	 22
	 	Club Pilates La Jolla	 	La Jolla	  	CA	 	Clements/Boos	  	Chris/Brianna	  	 	06/30/16	 	  	 	08/30/17	 
		 	 	 	 	 	 	 
	 23
	 	Club Pilates Asheville 1(Cropp) #2	 	Woodfin	  	NC	 	Cropp	  	Kevin & Hadley	  	 	04/07/17	 	  	 	04/07/18	 
		 	 	 	 	 	 	 
	 24
	 	Club Pilates Crofton	 	 	  	MD	 	Cutchall	  	Laura	  	 	10/21/15	 	  	 	10/21/16	 


  
 Schedule 9.27 














																			
		 	 	 	 	 	 	 
	 25
	 	Club Pilates Central NJ #2	 	East Brunswick	  	NJ	 	Davis	  	Brennan	  	 	05/26/17	 	  	 	05/26/18	 
		 	 	 	 	 	 	 
	 26
	 	Club Pilates Winchester 1	 	Waltham	  	MA	 	Day	  	Tim	  	 	06/20/17	 	  	 	12/20/17	 
		 	 	 	 	 	 	 
	 27
	 	Club Pilates Naples 1 (Deutsch)	 	Naples	  	FL	 	Deutsch	  	Adam	  	 	02/15/17	 	  	 	07/15/17	 
		 	 	 	 	 	 	 
	 28
	 	Club Pilates Naples 2 (Deutsch)	 	Naples North	  	FL	 	Deutsch	  	Adam	  	 	02/15/17	 	  	 	12/15/17	 
		 	 	 	 	 	 	 
	 29
	 	Club Pilates Naples 3 (Deutsch)	 	Bonita Springs	  	FL	 	Deutsch	  	Adam	  	 	02/15/17	 	  	 	05/15/18	 
		 	 	 	 	 	 	 
	 30
	 	Club Pilates Miami #3 (Elgarresta)	 	Pinecrest	  	FL	 	Elgarresta / Harper	  	Ed / Christina	  	 	10/11/16	 	  	 	04/11/18	 
		 	 	 	 	 	 	 
	 31
	 	Club Pilates Woodlands	 	Creekside Woodlands	  	TX	 	Fichaud / Bryan	  	Chris / Susan	  	 	11/30/15	 	  	 	05/30/17	 
		 	 	 	 	 	 	 
	 32
	 	Club Pilates Nashville #4	 	North Gulch	  	TN	 	Fielder	  	Tom	  	 	09/23/16	 	  	 	05/23/18	 
		 	 	 	 	 	 	 
	 33
	 	Club Pilates Nashville #3	 	Maryland Farms	  	TN	 	Fielder	  	Tom	  	 	09/23/16	 	  	 	12/23/17	 
		 	 	 	 	 	 	 
	 34
	 	Club Pilates Austin #3 (Fraser)	 	Garrison Park	  	TX	 	Fraser	  	Theresa & Glenn	  	 	11/22/16	 	  	 	05/22/18	 
		 	 	 	 	 	 	 
	 35
	 	Club Pilates Tucson #3	 	Tanque Verde	  	AZ	 	Garrison	  	Kathy	  	 	10/06/16	 	  	 	04/06/18	 
		 	 	 	 	 	 	 
	 36
	 	Club Pilates Scottsdale #3	 	Tatum & Shea	  	AZ	 	Gatzemeier	  	Don	  	 	05/17/16	 	  	 	05/17/17	 
		 	 	 	 	 	 	 
	 37
	 	Club Pilates Brooklyn 2	 	Williamsburg	  	NY	 	Gevinski	  	Sarah	  	 	11/30/17	 	  	 	05/30/18	 
		 	 	 	 	 	 	 
	 38
	 	Club Pilates Bethesda 3	 	Forest Hills	  	MD	 	Goldberg	  	Sue / Phil	  	 	07/28/17	 	  	 	12/28/17	 
		 	 	 	 	 	 	 
	 39
	 	Club Pilates New York #2 (Goldenberg)	 	Bay Ridge	  	NY	 	Goldenberg	  	Louisa	  	 	12/12/16	 	  	 	12/12/17	 
		 	 	 	 	 	 	 
	 40
	 	Club Pilates New York #3 (Goldenberg)	 	Sheepshead Bay	  	NY	 	Goldenberg	  	Louisa	  	 	12/12/16	 	  	 	06/12/18	 
		 	 	 	 	 	 	 
	 41
	 	Club Pilates Orlando (Colonial)	 	Colonial Plaza	  	FL	 	Goldman	  	Christine	  	 	04/15/16	 	  	 	10/15/17	 


  
 Schedule 9.27 














															
	42  	  	Club Pilates Jacksonville #3	  	Pointe Verde	  	FL	  	Graham	  	Rick & Dawn	  	08/23/16	  	02/23/18
	43	  	Club Pilates DC #3	  	McLean	  	VA	  	Grams	  	Michael	  	10/12/16	  	04/12/18
	44	  	Club Pilates Santa Monica	  	Marina del Rey	  	CA	  	Griffin	  	Jim	  	05/31/16	  	05/31/18
	45	  	Club Pilates Maryland #2	  	Germantown	  	MD	  	Grover	  	Jan & Chuck	  	11/16/16	  	11/16/17
	46	  	Club Pilates Maryland #3	  	Urbana?Senaca	  	MD	  	Grover	  	Jan & Chuck	  	11/16/16	  	05/16/18
	47	  	Club Pilates Central NJ (Guirguess) 1	  	West Windsor	  	NJ	  	Guirguess	  	David	  	08/17/17	  	02/17/18
	48	  	Club Pilates Midtown Miami	  	 	  	FL	  	Gutierrez / Peck	  	Maria Isabell / Tania	  	02/24/16	  	08/24/17
	49	  	Club Pilates Santan	  	 	  	AZ	  	Guzick	  	Bill / Jennifer	  	03/31/16	  	09/30/17
	50	  	Club Pilates Piper Glen	  	 	  	NC	  	Harris	  	Doug	  	05/31/16	  	12/01/17
	51	  	Club Pilates Austin #3 (Hernandez)	  	Georgetown	  	TX	  	 Hernandez/

Lindner
	  	Hector/Molly	  	11/23/16	  	05/23/18
	52	  	Club Pilates Katy #2	  	Katy	  	TX	  	Heslop	  	Pam	  	07/05/16	  	01/05/17
	53	  	Club Pilates Jersey City	  	Fairfield	  	NJ	  	Horvath	  	Emese	  	06/21/16	  	12/21/17
	54	  	Club Pilates DFW 2 (Howard)	  	Rayzor	  	TX	  	Howard	  	Kendall	  	07/28/17	  	05/28/18
	55	  	Club Pilates Baltimore #3 (Kay)	  	Canton	  	MD	  	Kay / Bateman	  	Karla / Liana	  	12/16/16	  	06/16/18
	56	  	Club Pilates Ft. Lauderdale #3	  	East Boca	  	FL	  	Kennedy	  	Kelly	  	09/27/16	  	03/27/18
	57	  	Club Pilates North Henderson	  	Town / Country	  	NV	  	Kim	  	Wesley	  	07/28/17	  	01/28/18
	58	  	Club Pilates Tampa 2(Erickson/Kitchen)	  	Palm Harbor	  	FL	  	Kitchen/Erickson	  	Kim/Joe	  	05/19/17	  	05/19/18


  
 Schedule 9.27 














															
	59  	  	Club Pilates Los Gatos	  	Cupertino	  	CA	  	Ko/Wu	  	Ken/Jessie	  	03/16/16	  	09/16/17
	60	  	Club Pilates Chicago 3(Kohn)	  	Elmhurst	  	IL	  	Kohn	  	Eric & Kristin	  	03/08/17	  	06/08/18
	61	  	Club Pilates Calgary	  	Calgary	  	CA N	  	Kot	  	Danielle	  	11/20/17	  	05/20/18
	62	  	Club Pilates Red Bank NJ #2	  	Red Bank	  	NJ	  	Laden	  	Gary	  	05/26/17	  	05/26/18
	63	  	Club Pilates San Mateo	  	 	  	CA	  	Lance	  	Renata and Sean	  	12/15/16	  	06/15/17
	64	  	Club Pilates Atlanta #3 (Ledford)	  	Midtown	  	GA	  	Ledford	  	Mandy	  	11/30/16	  	05/30/18
	65	  	Club Pilates Alexandria #2	  	Fairfax	  	VA	  	Lee	  	Mindy	  	04/18/17	  	03/18/18
	66	  	Club Pilates Alexandria #1	  	Alexandria_Kingsto wne	  	VA	  	Lee	  	Mindy	  	04/18/17	  	09/13/17
	67	  	Club Pilates Long Island #2	  	Roswell	  	NY	  	Lo	  	David	  	10/26/16	  	10/26/17
	68	  	Club Pilates Long Island #3	  	Manhasset	  	NY	  	Lo	  	David	  	10/26/16	  	04/26/18
	69	  	Club Pilates Chicago #2 (London)	  	 	  	IL	  	London	  	Larry/Crystal	  	05/25/17	  	05/25/18
	70	  	Club Pilates Philadelphia 2(Longo)	  	Exton	  	PA	  	Longo	  	Randy & Margaret	  	02/22/17	  	02/22/18
	71	  	Club Pilates Boise	  	 	  	ID	  	Louis	  	Laura	  	12/22/16	  	06/22/17
	72	  	Club Pilates Portland 2 (McCartney)	  	West Linn	  	OR	  	McCartney	  	Alyssa	  	03/03/17	  	03/03/18
	73	  	Club Pilates St. George 1	  	 	  	UT	  	McClure	  	Krista	  	06/16/17	  	12/16/17
	74	  	Club Pilates Emeryville	  	Oakland	  	CA	  	Miller	  	Jerry & Melissa	  	03/18/16	  	03/18/17
	75	  	Club Pilates Berkeley	  	 	  	CA	  	Miller	  	Jerry & Melissa	  	03/18/16	  	09/18/17


  
 Schedule 9.27 














															
	76  	  	Club Pilates Boston #3	  	Newton	  	MA	  	Miller/Rizzo	  	Mike & Tammy	  	08/25/16	  	11/25/17
	77	  	Club Pilates Boston #4	  	Brooklin	  	MA	  	Miller/Rizzo	  	Mike & Tammy	  	08/25/16	  	04/25/18
	78	  	Club Pilates Miami #3 (Mochon)	  	Biscayne	  	FL	  	Mochon / Rosentgberg	  	Daniela / Horacio	  	09/11/16	  	03/11/18
	79	  	Club Pilates Plano #2 (Mullins)	  	 	  	TX	  	Mullins	  	John	  	05/22/17	  	05/22/18
	80	  	Club Pilates Seattle 2 (Nicholson)	  	425 Fairview	  	WA	  	Nicholson	  	Candi	  	03/14/17	  	03/14/18
	81	  	Club Pilates Vancouver	  	 	  	CA N	  	Oussov	  	Ilia / Serguei	  	11/24/16	  	05/24/17
	82	  	Club Pilates Mid-Wilshire	  	 	  	CA	  	Ovakimian	  	Sarkis / Esther	  	04/10/17	  	04/10/18
	83	  	Club Pilates Kenwood	  	 	  	OH	  	Pallatroni	  	Bob	  	03/17/16	  	03/17/17
	84	  	Club Pilates Hyde Park	  	 	  	OH	  	Pallatroni	  	Bob	  	03/17/16	  	09/17/17
	85	  	Club Pilates Lakewood	  	 	  	CA	  	Park	  	Bora	  	08/10/16	  	10/15/17
	86	  	Club Pilates Boston (Peterson)	  	Hingham	  	MA	  	Peterson	  	Jennifer	  	06/30/17	  	12/30/17
	87	  	Club Pilates Denham	  	 	  	MA	  	Peterson	  	Jennifer	  	02/15/17	  	08/15/17
	88	  	Club Pilates Ravenswood	  	Lakewood	  	IL	  	Phelps	  	Abby	  	03/30/16	  	09/30/17
	89	  	Club Pilates New Tampa	  	 	  	FL	  	Philyaw	  	Nathan	  	06/03/16	  	12/03/17
	90	  	Club Pilates Marin #2	  	San Rafael	  	CA	  	Poletti	  	Natalie	  	08/30/16	  	08/30/17
	91	  	Club Pilates Marin #3	  	San Anselmo	  	CA	  	Poletti	  	Natalie	  	08/30/16	  	03/02/18
	92	  	Club Pilates Atlanta (Rebala)	  	Swanee	  	GA	  	Rebala	  	Sekhar	  	08/31/17	  	02/28/18


  
 Schedule 9.27 














															
	93	  	Club Pilates Westchester County #3	  	New Rochelle	  	NY	  	Rhyu	  	Heather	  	07/15/16	  	01/15/18
	94	  	Club Pilates Seal Beach 2 (Rubin)	  	Huntington Beach	  	CA	  	Rubin/Mitchell	  	Michael/Alyssa & Kyle	  	10/19/17	  	04/20/18
	95	  	Club Pilates New Mexico #2 (Rule)	  	ABQ -6410 Coors	  	NM	  	Rule	  	Brian / Jessica	  	05/22/17	  	05/22/18
	96	  	Club Pilates Portland #3	  	Tanasborne	  	OR	  	Sander	  	Scott & Misty	  	08/25/16	  	02/25/18
	97	  	Club Pilates Chicago #3	  	Huntley	  	IL	  	Schlichting	  	Steve & Robin	  	08/23/16	  	02/23/18
	98	  	Club Pilates Texas 3 (Schreiver)	  	Webster	  	TX	  	Schriever	  	Delma / Rick	  	12/14/16	  	06/14/18
	99	  	Club Pilates Milwaukee (Schuda)	  	AMLI - Collaborative	  	IL	  	Schuda	  	Michael & Anjelica	  	09/07/17	  	03/07/18
	100	  	Club Pilates Dublin	  		  	CA	  	Shiraki	  	Robert / Jessica	  	02/15/16	  	02/15/18
	101	  	Club Pilates Rancho Cucamonga	  	 	  	CA	  	Shiraki	  	Robert / Jessica	  	02/15/16	  	08/15/17
	102	  	Club Pilates Pleasant Hill	  	Pleasant Hill	  	CA	  	Siva/Swift	  	Jan/Darrel	  	02/23/16	  	02/17/17
	103	  	Club Pilates Piedmont	  	 	  	CA	  	Siva/Swift	  	Jan/Darrel	  	02/23/16	  	08/16/17
	104	  	Club Pilates Sacramento #2 (Smith)	  	Davis	  	CA	  	Smith	  	Katie	  	05/23/17	  	05/23/18
	105	  	Club Pilates Dallas #3	  	Keller	  	TX	  	Springer	  	Bobby	  	09/28/16	  	03/28/18
	106	  	Club Pilates SFO-Financial District	  		  	CA	  	Srivastava	  	Amit & Seema	  	05/20/16	  	05/20/17
	107	  	Club Pilates SFO-Mission District	  	 	  	CA	  	Srivastava	  	Amit & Seema	  	05/20/16	  	11/20/17
	108	  	Club Pilates Milwaukee	  	Brookfield	  	WI	  	Stanford	  	Jennifer & Mitchell	  	11/21/17	  	05/21/18
	109	  	 Club Pilates San Antonio 2 (Stephens)
	  	Shavano Heights	  	TX	  	Stephens	  	Michelle	  	06/15/17	  	06/15/18


  
 Schedule 9.27 














															
	110	  	Club Pilates Sherman Oaks (Katya)	  	 	  	CA	  	Stromblad	  	Katya	  	10/31/16	  	02/28/18
	111	  	Club Pilates Rockville 1	  	Sunshine/Olney	  	MD	  	Swingler	  	Kevin	  	08/28/17	  	02/28/18
	112	  	Club Pilates Murrieta	  	Wildomar	  	CA	  	Tehranchi	  	Shahin	  	07/22/16	  	03/14/18
	113	  	Club Pilates San Pedro	  	San Pedro	  	CA	  	Thomas / Davis	  	Joni / Tiffany	  	11/04/16	  	05/04/17
	114	  	Club Pilates Truong #3	  	Eastvale	  	CA	  	Truong	  	Amy / Anthony	  	02/26/16	  	08/26/17
	115	  	Club Pilates Corona	  	Corona Crossing	  	CA	  	Truong	  	Amy / Anthony	  	02/26/16	  	02/26/17
	116	  	Club Pilates Shorewood	  	Oakland Center	  	WI	  	Tsuchiyama	  	Robert & Beth	  	05/11/16	  	11/11/17
	117	  	Club Pilates New Jersey #3	  	Tenafly	  	NJ	  	Untener	  	Scott	  	09/23/16	  	03/23/18
	118	  	Club Pilates Mountain View	  	 	  	CA	  	Venkatesan/Anant han	  	Hema & Venkat	  	11/20/15	  	05/20/17
	119	  	Club Pilates Santa Clara	  		  	CA	  	Venkatesan/Anant han	  	Hema & Venkat	  	11/20/15	  	11/20/16
	120	  	Club Pilates DTLA #3	  	Financial District	  	CA	  	Violas	  	Stephanie	  	04/20/17	  	04/20/18
	121	  	Club Pilates Radnor	  		  	PA	  	Waller	  	George & Kris	  	02/24/17	  	02/24/18
	122	  	Club Pilates OC #3	  	Irvine	  	CA	  	Watson/Lombardi /Nash	  	Keely/Ed/Jeff	  	11/16/16	  	05/16/18
	123	  	Club Pilates Houston #3 (Wells)	  	Humble	  	TX	  	Wells	  	Daniela & David	  	11/16/16	  	05/16/18
	124	  	Club Pilates Long Island #2 (Wolk)	  	lowry_Woodbury Villag	  	NY	  	Wolk	  	David	  	11/09/16	  	11/09/17
	125	  	Club Pilates Long Island #3 (Wolk)	  	Syosset	  	NY	  	Wolk	  	David	  	11/09/16	  	05/09/18
	126	  	Club Pilates Atlanta #2	  	Roswell	  	GA	  	Worley	  	Mark	  	08/23/16	  	02/23/18


  
 Schedule 9.27 














															
	127	  	Club Pilates Manhattan (Yang) 1	  	Upper East Side	  	NY	  	Yang / Barletta	  	John / Renee	  	08/09/17	  	02/09/18
	128	  	Club Pilates Tampa (York)	  	#2 orlando	  	FL	  	York/Schlobohm	  	Shaun/Zach	  	05/25/17	  	05/25/18


  
 Schedule 9.27 













 (g) 

@ the LB: 
 “@ the LB”
Franchise Disclosure Document – Issuance Date 9/29/16 

	“@	 the LB” Franchise Disclosure Document – Issua(nce Date 5/22/17 



“@ the LB” Area Rep. Franchise Disclosure Document – Issuance Date 9/29/16 

“@ the LB” Area Rep. Franchise Disclosure Document – Issuance Date 5/22/17 

Shred415: 
 “Shred415”
Franchise Disclosure Document – Issuance Date 7/10/17 
 “Shred415” Area Rep. Franchise Disclosure Document – Issuance
Date 7/31/17 
 “Shred415” Franchise Disclosure Document – Issuance Date 07/10/2017_Amended 10/09/2017 

CycleBar: 
 United States 

“CycleBar” Franchise Disclosure Document – Issuance Date 1/06/2015 

“CycleBar” Franchise Disclosure Document – Issuance Date 1/06/2015 as amended 2/08/2016 

“CycleBar” Franchise Disclosure Document – Issuance Date 4/19/2016 

“CycleBar” Franchise Disclosure Document – Issuance Date 4/28/2017 

“CycleBar” Franchise Disclosure Document (Area Rep) – Issuance Date 4/28/2017 

“CycleBar” Franchise Disclosure Document– Issuance Date 4/12/2018 

Canada 
 “CycleBar” Franchise
Disclosure Document (Canada) – Version Date – 11/12/2015 
 “CycleBar” Franchise Disclosure Document (Canada) –
Version Date – 12/07/2015 
 “CycleBar” Statement of Material Change – Dated – 12/14/2015 

“CycleBar” Franchise Disclosure Document (Canada) – Version Date – 1/26/2016 

“CycleBar” Statement of Material Change – Dated – 1/26/2016 

  
 Schedule 9.27 













 “CycleBar” Franchise Disclosure Document (Canada) – Version Date –
2/29/2016 
 “CycleBar” Franchise Disclosure Document (Canada) – Version Date – 5/16/2016 

Club Pilates: 
 CPF’s 2015 Franchise
Disclosure Document (as amended). 
 CPF’s 2016 Franchise Disclosure Document. 

CPF’s 2017 Franchise Disclosure Document 

CPF Franchise Disclosure Document issued April 27, 2017, as amended on May 3, 2017 

(h) 
  

	 	1.	 The License Arrangement was not entered into pursuant to an FDD or other requirements under applicable
Franchise Laws. 



	 	2.	 The Row House License Arrangement was not entered into pursuant to an FDD or other requirements under
applicable Franchise Laws. 



	 	3.	 The Stretch Lab License Arrangement was not entered into pursuant to an FDD or other requirements under
applicable Franchise Laws 


 (i) 
  

	 	1.	 The Yoga Six License Arrangement was not entered into pursuant to an FDD or other requirements under applicable
Franchise Laws. 


 Pure Barre 

Agreement between PB Franchising LLC and 2441781 Ontario, Inc., dated November 26, 2014, as amended March 29, 2015, under which the company retained
the services of the numbered company to provide assistance in connection with the sales of and services to franchisees and prospective franchisees in Ontario, Canada. 

From time to time, the Company utilizes Franchisees to provide training/teaching services (both in person and on video). Certain Franchisees also serve on the
Company’s strategic development committee to assist with the development and implementation of new content offerings. In each case, these Franchisees are compensated for their services. 

(j) 

  
 Schedule 9.27 













 Stretch Lab Franchise LLC v. Stretch Lab LLC et al. 

CycleBar: 
  

	 	1.	 Occasionally, CBF has become aware of unauthorized or infringing use of the Owned Intellectual Property by
third parties. CBF has pursued termination of such unauthorized or infringement use and have instructed such third parties to immediately cease such activities. Per internal policy CBF sends cease and desist letters for infringements upon its marks.




	 	a.	 CycleBar Cease and Desist to Ellen Gessell dated September 15, 2015 regarding the use of
CycleBarSarasota.com. In September 2015, the Company’s counsel notified Ellen Gesell of her unauthorized registration of CYCLEBARSARASOTA.COM on behalf of Reid Withrow and ON1 Enterprises, LLC. Ms. Gesell denied involvement in the
registration, and Mr. Withrow refused to transfer ownership of the domain to the Company. Mr. Withrow ceased use of the domain, which was believed to be inactive until September 8, 2017, when Company representatives visited the site, which
appeared to be active, and immediately sent a takedown notice to the site hosting service. 



	 	b.	 CycleBar Cease and Desist to Cycle Barre dated May 21, 2015 regarding use of phonetically similar mark
Cycle Barre. Tara Del Russo, the owner of Cycle Barre agreed to change the name of her studio. 



	 	c.	 CycleBar Cease and Desist to CycleBarL.A. LLC, Dated January 30, 2015 regarding CycleBarLA. Ruben Martinez
ceased using the CycleBar name and rebranded his studio. CycleBar Cease and Desist to Jason Weiner dated December 21, 2015, regarding cyclebarla on Groupon. Groupon agreed to take down CycleBarLA after notification from Ruben Martinez.




	 	d.	 CycleBar Cease and Desist to Matthew Saunders dated October 22, 2014 regarding the use of www.rasamaya.com
/pages/cycle-bar. Attorney for Rasamaya notified the Company that it agreed to change name. 



	 	e.	 CycleBar Cease and Desist to Edir Holdings, LLC dated October 21, 2016, regarding Premium Indoor Cycling.
No actions have been taken after the response letter from Ride Enterprises, LLC was received on October 25, 2016. The Company does not use Premium Indoor Cycling as a trade name. 



	 	f.	 CycleBar email correspondence dated October 7, 2015 with Dan Daszkowski regarding unauthorized use of
CycleBar mark. Franchise Broker agreed to stop using Company marks to attempt to sell franchises. 



	 	g.	 CycleBar Cease and Desist to Integrated Soul, Inc. d/b/a Push Fitness dated March 11, 2016 regarding use
of phonetically similar mark Cycle Barre. Letter received from Jack Silver, attorney for Integrated Soul, Inc., dated May 11, 2016, stating Integrated Soul agrees to suspend the use of the name “Cycle Barre” for one of its workout classes
and change the name. 



  
 Schedule 9.27 














	 	2.	 On July 13, 2015, Beats Electronics LLC (“Beats”) filed a notice of opposition with the
USPTO Trademark Trial and Appeal Board (“TTAB”) (Proceeding No. 91222777) to the registration sought by the Company to the mark CYCLEBEATS, implying that the Company’s use of the mark infringed Beats’ family of BEATS
marks.    On or about September 13, 2016, the Company and Beats settled the matter, whereby Beats agreed, among other things, not to oppose registration of CYCLEBEATS and the Company agreed, among other things, not to use
the mark in connection with certain goods and services. 



	 	3.	 StarCycle Matter. 



	 	4.	 The Company entered into a Settlement Agreement with SoulCycle Inc. on February 25, 2016, pursuant to
which the Company agreed to modify its wall mantra in exchange for the release of claims of infringement of SoulCycle Inc.s trade dress or copyrighted design by such wall mantra (the “SoulCycle Matter”). 



	 	5.	 Alleged Infringement of “Clip in Rock Out” and Rose Spear. The Company received a letter dated
August 2, 2016 from counsel for Ride 360, LLC, d/b/a Revolution Studio, claiming that the CycleBar Vintage Park studio used “Clip In, Rock Out”, a registered trademark of Ride 360, LLC and demanding that the Company and its affiliates
cease and desist from using that slogan and requesting the Company terminate the employment of Rose Spear due to alleged violation of certain employment agreements. CBF and the CycleBar Vintage Park studio agreed to discontinue the use of the Clip
In, Rock Out phrase. Additionally, after investigation CycleBar Vintage Park learned that it had never employed a person named Rose Spear and that the cease and desist was incorrectly sent to CycleBar Vintage Park instead of CycleBar Katy, where
Rose Spear was at one time an employee. CBF contacted CycleBar Katy and told this franchisee that it must not employ staff with existing noncompete agreements and reiterated the same to Ride 360’s attorney. CBF supplied Ride 360’s attorney
with the contact information for CycleBar Katy and the Company considers this matter concluded. 


 Concluded
Litigation 
  

	 	1.	 859 Boutique Fitness Matter (Fayette Circuit Court of the Commonwealth of Kentucky, case number 15-CI-4607 (filed December 22, 2015), United States Court of Appeals for the Sixth Circuit, Court of Appeals Docket # 16-6427
(filed September 20, 2016). 859 Boutique Fitness, LLC, a former prospective franchisee, brought an action alleging, inter alia, breach of contract in Kentucky state court. This action alleged that the CBF made a franchise offer to 859,
which was accepted and CBF breached this contract by refusing to execute the franchise agreement. All allegations have been dismissed with prejudice, and the dismissal was affirmed by the Sixth Circuit. 



 

	 	2.	 Kamdar Settlement. 


  


	 	3.	 Beats Settlement 


  

	 	4.	 SoulCycle Matter 



  
 Schedule 9.27 














	 	5.	 RCG Lease Settlement 



 

	 	6.	 Settlement Agreement dated September 13, 2016, by and between CB IP, LLC and Beats Electronics, LLC
(“Beats Settlement”) 


  

	 	7.	 Kamdar Settlement. 


  


	 	8.	 Reacquisition and Settlement Agreement dated June 1, 2016, by and between CBF and Kira Knickrehm



  

	 	9.	 Reacquisition and Release Agreement dated February 24, 2016, by and between CBF and Pamela Lambie



  

	 	10.	 Termination and Release Agreement dated December 1, 2015, by and between CBF and ATX Cycling



  

	 	11.	 Termination and Release Agreement dated May 8, 2017, by and among CBF, Clementine Goutal and the estate of
Andres Rodriguez 


  

	 	12.	 Termination and Release Agreement dated May 4, 2016, by and between CBF and Drury Lane Ventures, Inc.



  

	 	13.	 Business Loan and Promissory Note Agreements (Loan No: 820112803) dated January 20, 2017, by and among St.
Gregory Development Group, LLC: J3T Logistics, LLC; CBF; LB Hyde Park, LLC; and CoWorking Cincinnati, LLC and First Financial Bank (“First Financial Loan Agreements”) 



 

	 	14.	 Settlement Agreement dated September 20, 2017 by and between
RCG-Cincinnati, LLC and CycleBar Franchising, LLC and St. Gregory Development Group, LLC in the amount of one-hundred five thousand dollars and zero cents ($105,000.00):
(“RCG Lease Settlement”). The RCG Lease Settlement was because of a dispute regarding the lease by and between RCG-Cincinnati, LLC (“Landlord”) and CycleBar Franchising, LLC
(“Tenant”) dated August 31, 2015 for the premises known as “Store No. 7020C” and located at the “Shoppes at Kenwood” with an address of 7720 Montgomery Road, Suite 7720C, Cincinnati, Ohio 45236. The first
settlement payment in the amount of $30,000.00 was made on September 25, 2017 and the second and final payment of $75,000.000 was made on September 26, 2017. CycleBar Franchising, LLC and St. Gregory Development Group, LLC have agreed to
pay the RCG Lease Settlement in equal portions of $52,500. 


  

	 	15.	 On December 31, 2016, St. Gregory Development Group deferred $306,000 owed to it by CBF for services
rendered under the STG and CycleBar Franchising Services Agreement dated January 1, 2015. (“STG Deferred Payment Agreement”) 



  
 Schedule 9.27 














	 	16.	 On December 31, 2016 J3T Logistics deferred $445,783 owed to it by CBF for 2016 Groupon receipts due under
the J3T and CycleBar Franchising Services Agreement dated April 20, 2015. CBF applied $93,789.81 to outstanding payables due to J3T Logistics, while the remaining $351,993.19 was posted as accounts receivable due from J3T Logistics to CBF per a
deferred payment agreement. (“J3T Deferred Groupon Payment Agreement”) 


  

	 	17.	 On March 31, 2017 J3T Logistics deferred $410,536.45 owed to it by CBF for services rendered under the J3T
and CycleBar Franchising Services Agreement dated April 20, 2015. (“J3T Deferred Payment Agreement”) 


  

	 	18.	 Settlement Agreement dated October 14, 2016, by and among CBF and Tejal Kamdar, Jason J. Snyder and Meera
B. Kamdar (“Kamdar Settlement”) Kamdar and Snyder Matter. CycleBar franchisees Tejal Kamdar, Meera Kamdar and Jason Snyder brought an action alleging, inter alia, breach of contract and breach of the California Franchise Investment Law. A
settlement in the amount of $90,000.00 was reached. The first installment of $45,000.00 was paid and the second and installment of $45,000.00 is due on or before October 5, 2017. 



 

	 	19.	 Outstanding bills for legal services provided by DLA Piper LLP through September 25, 2017, in the amount
of $49,634.07. 


  

	 	20.	 Outstanding bills for legal services provided by Ulmer & Berne LLP through September 25, 2017, in
the amount of $4,435.89. 


  

	 	21.	 CBF has posted the following bonds in the states of North Dakota, Washington and Illinois as required to offer
or sell franchises therein: 


  

	 	22.	 North Dakota Franchisor Surety Bond 



 

	 	23.	 Hartford Fire Insurance Company 



 

	 	24.	 Bond No. 35BSBHH2757 



 

	 	25.	 Issuance Date: 3/1/17 



 

	 	26.	 $125,000.00 


  

	 	27.	 Renewable on an annual basis 



 

	 	28.	 State of Washington Franchisor Surety Bond 



  
 Schedule 9.27 













 29. Hartford Fire Insurance Company 

 

	 	a.	 Bond No. 35BSBHF7477 



 

	 	b.	 Issuance Date: 7/17/15 



 

	 	c.	 $100,000.00 


  

	 	d.	 Renewable on an annual basis 



30. Illinois Franchisor Surety Bond 

31. Hartford Fire Insurance Company 
  

	 	a.	 Bond No. 35BSBHS0409 



 

	 	b.	 8/17/17 


  

	 	c.	 $148,500.00 


  

	 	d.	 Paid 4 years’ worth of premiums 



Club Pilates: 
 1. The Kita Settlement.

 2. The Default Letters. 
 Shread415:

 The state of Washington has imposed a financial impoundment on S415 for the sale of franchises to residents of Washington, or Shred415 franchises
which will be located within the state of Washington. Pursuant to WAC 460-80-460, S415 has elected to defer the receipt of franchise fees from Washington franchisees,
until such time as those franchisees open their business to the public. 
 Pure Barre: 

  
 Schedule 9.27 














	1.	 Pursuant to that certain Amendment No. 1 to Franchise Agreement dated as of January 16, 2015, by and
between PB Franchising, LLC, elleon, LLC, as Franchisee, and Noelle Zane, the parties acknowledged that the Franchisee is the successor-in-interest to own and operate
the studio located at 1701 Walnut Street in Philadelphia and amended the Territory in the Franchise Agreement as follows: (i) until the second anniversary of the Effective Date of the Franchise Agreement, the Territory will be the larger area
outlined in orange on the map attached as Exhibit A to the Franchise Agreement; (ii) if a second studio has not been opened within this larger area before the Effective Date of the Franchise Agreement, the Territory will automatically and
without any further action be revised to incorporate only the smaller area outlined in black on the map; (iii) if a second studio is opened by the second anniversary of the Effective Date of the Franchise Agreement, the parties will agree on an
appropriate territory for each studio that will encompass the entire area outlined in orange on the map; and (iv) PB Franchising, LLC agrees it will not change the Territory as it exists under the Amendment or the territory under the Franchise
Agreement for the second studio as provided for in the Amendment, if signed, upon renewal of such agreements. 


  

	2.	 Pursuant to that certain Amendment No. 1 to Franchise Agreement dated as of February 11, 2015 by and
between PB Franchising, LLC, Portside Group LLC, as Franchisee, and Rebecca McCarthy, Guarantor, the parties replaced the existing Long Island City Search Area Map with the Greenpoint Search Area Map. Despite the replacement of the Search Area, the
Company granted the Franchisee the right to acquire the franchise and to enter into a franchise agreement to develop a Pure Barre Studio in the Long Island City Search Area, provided that the Franchisee meets the following conditions: (i) the
Franchisee must sign a lease for an approved Location within the Greenpoint Search Area within three months after the date of the Amendment, (ii) the Franchisee must comply with the terms of the franchise agreement and (iii) the Franchisee
or an approved affiliate must sign, on or before December 15, 2015, a lease for a location approved by the Company within the Long Island City Search Area and the Company’s then-current form of franchise agreement and related documents
that will govern the Franchisee’s development and operation of a Pure Barre Studio at the location. If the Franchisee does not timely comply with the requirements in (iii) above, the Franchisee will no longer have rights to enter into, and
the Company will have no obligation to allow the Franchisee to enter into, a franchise agreement for the Long Island City Search Area. 


  

	3.	 In accordance with the structure of PB Franchising LLC’s franchise program (as described in the FDD), it
allows qualified prospective franchisees to sign an Option Agreement prior to signing a Franchise Agreement. The Option Agreement allows the prospect to search for potential sites in a defined area and gives the prospect, within the specified time,
the option to enter into a franchise agreement for a specific approved site in the defined area. Following are the outstanding Option Agreements: 


  

	 	a)	 Option Agreement dated as of April 14, 2015, by and between PB Franchising, LLC, Jillian LaMonica and
Patrick LaMonica (North Plano, TX). 



  
 Schedule 9.27 














	 	b)	 Option Agreement dated as of April 9, 2015, by and between PB Franchising, LLC, Tanya Schneider and Zackary
Ross (Kitsilano, Vancouver, BC). 



	 	c)	 Option Agreement dated as of April 22, 2015, by and between PB Franchising, LLC and Nicole Hines (San Tan
Village, AZ). 


  

	 	d)	 Option Agreement dated as of April 14, 2015, by and between PB Franchising, LLC, Kathryn L. Lowder and Tiffany
P. Bell (East Montgomery, AL). 



	 	e)	 Option Agreement dated as of April 23, 2015, by and between PB Franchising, LLC, Moana Tucker and Marshall
Tucker (Gainesville, FL). 



	 	f)	 Option Agreement dated as of April 21, 2015, by and between PB Franchising, LLC, Jenna McGill and Matt McGill
(Kingstowne, VA). 



	 	g)	 Option Agreement dated as of April 27, 2015, by and between PB Franchising, LLC, Stephanie Lin and Robert Lin
(West Hartford, CT). 



	 	h)	 Option Agreement dated as of April 28, 2015, by and between PB Franchising, LLC and Tonia Jones (Cypress, TX).




	 	i)	 Option Agreement dated as of April 28, 2015, by and between PB Franchising, LLC, Rebecca Dunn and Scott Dunn
(Cedar Park, TX). 



	 	j)	 Option Agreement dated as of April 29, 2015, by and between PB Franchising, LLC, Michelle Clinger and Cassi
O’Neal (Henderson, NV). 


 (k) 

Nothing to report for LBF, S415 or CB. 
 As of August 31,
2017, CPF had an outstanding loan in the amount of $286,861.92 to the Club Pilates Marketing Fund. 
 (l) 

The following persons have been engaged by LBF and/or S415 to provide services in the sale of franchises: 

Lance Freeman 
 STG Employment
Agreement_STG_L.Freeman_Eff. 1/26/2017 
 As amended 6/13/17 

  
 Schedule 9.27 













 Nick Sheehan 

STG Employment Agreement_STG_N.Sheehan_Eff. 11/1/16 

Justin LaCava 

STG Employment Agreement_STG_J.LaCava_Eff. 2/7/13 

As amended 8/27/17 

Cameron Ferguson 

STG Employment Agreement_STG_C.Ferguson_Eff. 7/8/17 

John North 

STG Employment Agreement_STG_J.North_Eff. 7/5/16 

Sung Ohm 

STG Employment Agreement_STG_S.Ohm Eff. 7/11/17 

Emily Brown 

STG Employment Agreement_STG_E.Brown_Eff. 10/1/16 

Drew Chalfant 

STG Employment Agreement_STG_D.Chalfant_Eff. 8/1/17 

Kit Higgs 

STG Employment Agreement_STG_K.Higgs_Eff. 8/15/17 

Sean McCloskey 

STG Employment Agreement_STG_S.McCloskey_Eff. 2/15/16 

Chris Meibers 

STG Employment Agreement_STG_Eff. 3/11/15 

Jeff Herr 

As STG Principal 

  
 Schedule 9.27 













 Jim Jagers 

As STG Principal 

Todd Kirby 

As STG Principal 

Joe Roda 

As STG Principal 

Bonnie Micheli (Shred415) 

As Shred415 principal 

Matt Micheli (Shred415) 

As Shred415 principal 

Kurt Roemer (Shred415) 

As Shred415 principal 

Tracy Roemer (Shred415) 

As Shred415 principal 

Joseph DeMarco (LBF) 

As LBF principal 

Jennifer DeMarco (LBF) 

As LBF principal and pursuant to Executive Employment Agreement, dated November 9, 2015, by and between Local Barre Franchising, LLC and
Jennifer DeMarco 
 The following brokers have been engaged by Company and/or its Franchisor Subsidiaries to provide assistance in the sale of franchises:

 LBF 

  
 Schedule 9.27 













 FranChoice, Inc. 

FranChoice Referral Agreement_FranChoice_LBF_Eff. 09/21/16 

The Franchise Consulting Company 

Franchise Referral Agreement_FCC_LBF_Eff. 10/04/16 

Kirk Peacock – Broker 

Broker Referral Agreement Coastal Massage,LLC_LBF_Eff. 4/20/17 

Shred415 

FranChoice, Inc. 

FranChoice Referral Agreement_Franchoice_Shred415_Eff. 6/19/17 

The Franchise Consulting Company 

Franchise Referral Agreement_FCC_Shred415_Eff. 7/26/17 

The Entrepreneur’s Source (TES) 

TES Partnership Agreement_TES_Shred415_Eff. 8/14/17 

FranNet 

Franchise Referral and Commission Agreement_S415_FranNet of the Bay Area_Eff. 09/11/2017 

Franchise Opportunities Network 

Advertising Agreement_S415_FranchiseOpportunities.com, LLC_Eff. 02/22/2018 

The following persons or entities provide material support services to Franchisees, and/or assist in the identification, offer, and sale of franchises to
potential Franchisees: 
 LBF 

  
 Schedule 9.27 













 J3T Logistics, LLC – Franchisor marketing and operations support. 

J3T Services Agreements LBF_J3T_Eff. 11/01/16 

St. Gregory Development Group, LLC – Franchise sales support. 

St. Gregory Ind. Cont. Agt._STG_LBF_Eff. 10/18/16 

Jennifer DeMarco – Franchise sales support & franchisee support. 

LBF Executive Employment Agreement_LBF_J.Demarco_Eff. 11/9/15 

Bob Palazzi, LLC – Robert & Diane Palazzi – Area Representative 

LBF AR Agreement_LBF_Bob Palazzi, LLC_Eff. 06/26/17 

As modified by a Memorandum of Understanding dated 06/26/17 

Carl Peacock & Pamela Tanase – Area Representative 

LBF AR Agreement_LBF_C.Peacock&P.Tanase_Eff. 4/20/17 

As modified by a Memorandum of Understanding dated 4/20/17 

Shred415 
 J3T
Logisitics, LLC – Franchisor marketing and operations support. 
 J3T Services Agreement Shred415_J3T_Eff. 6/16/17 

St. Gregory Development Group, LLC – Franchise sales support. 

St. Gregory Ind. Cont. Agt._STG_Shred415_Eff. 6/16/17 

Shred415 Chicago Services agreement – sales and franchisee support. 

Shred415 Chicago Services Agt._Shred415Franchising_Shred415Chicago_Eff. 6/16/17 

REMOP Services, LLC – Services agreement – franchisee real estate support. 

REMOP Services Agt._REMOP_Shred415Franchising_Eff. 8/30/17 

FF&E Procurement Company of America, LLC – Franchisee furniture, fixtures and equipment product purchasing support. 

FF&E Procurement Services Agt._FF&EPCA_Shred415Franchising_Eff. 8/30/17 

  
 Schedule 9.27 













 Club Pilates: 

1. The TES Agreement. 
 2. The
FranChoice Agreement. 
 3. The FranNet Agreement. 

4. Franchise Referral Agreement dated December 22, 2015 between AllWright Franchise Consulting, Inc. d/b/a The You Network and the Company. 

5. The St. Gregory Agreement. 
 6.
The Colorado Agreement. 
 (m) 
 Club Pilates First
Refusal Schedule: 
 1. Area Development Agreement dated April 17, 2017 between the Company and Stephanie Violas as amended by that certain
Amendment and Acknowledgement dated April 17, 2017 between the parties. 
 2. Area Development Agreement dated October 31, 2016 between the Company
and Katya Stromblad and the Company as amended by that certain Amendment and Acknowledgement dated October 31, 2016 between the parties. 
 3. Area
Development Agreement dated August 23, 2016 between the Company and Mark A. Worely as amended by that certain Amendment and Acknowledgment between the parties. 

4. Amendment and Right of First Refusal dated September 24, 2014 between Global and Amanda Gomez, as assigned to the Company pursuant to that certain
Contribution Agreement (the “Contribution Agreement”) dated March 12, 2015 between CP, Global and the Company. 
 5. Amendment and Right of
First Refusal dated March 6, 2014 between Global and October First LLC, as assigned to the Company pursuant to the Contribution Agreement. 
 6. Right
of First Refusal dated August 12, 2014 between Global and Jennifer Marrinan, as assigned to the Company pursuant to the Contribution Agreement. 
 7.
Area Development Agreement dated November 30, 2015 between the Company, Christopher M. Fichaud and Susan D. Bryan as amendment by that Amendment and Acknowledgement dated November 30, 2015 between the parties. 

  
 Schedule 9.27 













 8. For a period of twenty-four (24) months following the date of the Row House Purchase Agreement, the
Row House Licensee has a right of first refusal on the opening of any “Row House” studios in (a) the following neighborhoods of Manhattan: (i) the Financial District, (ii) the Upper West Side, (iii) Midtown East and
(iv) the Upper East Side or (b) the Hamptons. 
 (n) 

Shred415 
 REMOP Services, LLC – Franchisee payments
made to Shred 415 Franchising for Real Estate site selection and construction management services are then paid to REMOP to perform those services. 

FF&E PROCUREMENT - FF&E performs furniture and fixture procurement services for Shred 415 Franchising. Franchisees pay monies directly to Shred 415
Franchising for these services, and Shred415 Franchising pays FF&E for rendering these services on behalf of its franchisees. 
 ClubReady 

Master Vendor Agreement_S415_ClubReady, LLC_Eff. 02/01/2018 

Pricing Agreement_S415_ClubReady, LLC_Eff. 02/01/2018 

CycleBar: 
  

	 	1.	 CycleBar Approved Vendor Agreement dated May 27, 2016, by and between CBF and Core Health &
Fitness, LLC. 



	 	2.	 FitMetrix Service Agreement 



	 	3.	 Groupon Agreement 



	 	4.	 Screencast Service Agreement 



	 	5.	 Mindbody Subscriber Agreement 



	 	6.	 Emma Email Marketing Agreement 



	 	7.	 Sharper Decorating Systems Inc. 



Club Pilates: 
 Summary of
Vendors & Agreement Terms 

  
 Schedule 9.27 














							
		  	 Discount, Royalty,
	  		  	
		  	 Rebate
	  		  	 Written

		  	 or Convention
	  	 Notes or Additional
	  	 Contract?

	 Vendor
	  	 Sponsorship Amount
	  	 Terms
	  	
	Suppliers Terms	  		  		  	
		  	 33.5% discount off
	  		  	
	 Balanced Body
	  	 MSRP
	  	 2%-10, net 30 terms
	  	 No

	 ToeSox
	  	 33% Royalty
	  		  	 Yes

		  	 55% discount from
	  		  	
	 Trigger Point / Implus
	  	 MSRP
	  		  	
		  	 Discounts ranging
	  		  	
		  	 from 10-25% off
	  		  	
	 Ringside-CSI-Fitness
	  	 MSRP
	  		  	
		  	 30% discount from
	  		  	
	 Glyder.
	  	 MSRP
	  		  	
		  	 Discounts ranging
	  		  	
		  	 from 15-30% off
	  		  	
	 Fitness First.
	  	 MSRP
	  		  	
		  	 Franchisees get 15%
	  		  	
	 Paychex*
	  	 permanent discount
	  		  	
		  	 20% discount from
	  		  	
	 Beyond Yoga
	  	 MSRP
	  		  	
		  	 34% discount from
	  		  	
	 Chicago/RX Bar
	  	 MSRP
	  		  	
		  	 40% discount from
	  		  	
	 TRX Fitness Anywhere
  
	  	 MSRP
  
	  		  	
	 Revenue Share Agreements
	  		  		  	
		  		  	 See Additional Details
	  	
	 ClubReady
	  	 ~$175/studio
	  	 Below
	  	 Yes



  
 Schedule 9.27 














							
		  	 10% of invoiced
	  		  	
	 Priority Signs
	  	 amount
	  		  	 No

	 FloWater
	  	 $25/studio/mo
	  		  	 No

		  	 10% of invoiced
	  		  	
	 RFS Fooring
	  	 amount
	  		  	 No

			
	 Summary of Vendors & Agreement Terms

 
	  		  	
		  	 Discount, Royalty,
	  		  	
		  	 Rebate
	  		  	 Written

		  	 or Convention
	  	 Notes or Additional
	  	 Contract?

	 Vendor
	  	 Sponsorship Amount
	  	 Terms
	  	
		  		  	 Verbal only, but has not
	  	
		  	 10% of invoiced
	  	 reported or paid for 2016
	  	
	 C&C Signs
	  	 amount
	  	 yet
	  	 No

		  	 $500 per financed
	  		  	
	 Geneva/Amerifund
	  	 Studio
	  		  	 No

		  		  	 Verbal only, but has not
	  	
		  	 10% of invoiced
	  	 reported or paid for 2016
	  	
	 Action Glass
	  	 amount
	  	 yet
	  	 No

		  		  		  	
	 Other Vendors/Partners Rebates & Sponsorships

 
	  		  	
		  	 $5,000 convention
	  		  	
	 Trigger Point / Implus
	  	 sponsorship
	  		  	 No

		  	 $10,000 convention
	  		  	
	 ColePro, Inc.
	  	 sponsorship
	  		  	 No

		  	 $20,000 convention
	  		  	
	 ClubReady
	  	 sponsorship
	  		  	 No



  
 Schedule 9.27 














									
		  	 	 $5,000 convention
	 	  		  	
	 Glyder.
	  	 	sponsorship	 	  		  	 No

		  	 	$5,000 convention	 	  		  	
	 Fitness First.
	  	 	sponsorship	 	  		  	 No

		  	 	$5,000 convention	 	  		  	
	 Priority Signs
	  	 	sponsorship	 	  		  	 No

		  	 	$2,000 convention	 	  		  	
	 Paychex*
	  	 	sponsorship	 	  		  	 No

	 Paris, Ackerman &
	  	 	$5,000 convention	 	  		  	
	 Schmierer
	  	 	sponsorship	 	  		  	 No

		  	 	$5,000 convention	 	  		  	
	 Toesox customer
	  	 	sponsorship	 	  		  	 No

		  	 	$2,000 convention	 	  		  	
	 FranConnect
	  	 	sponsorship	 	  		  	 No

		  	 	$5,000 convention	 	  		  	
	 Savvier Fitness
	  	 	sponsorship	 	  		  	 No

		  	 	$2,000 convention	 	  		  	
	 ESIX
	  	 	sponsorship	 	  		  	 No

		  	 	$5,000 convention	 	  		  	
	 FloWater Inc.
	  	 	sponsorship	 	  		  	 No

		  	 	$5,000 convention	 	  		  	
	 GymWrench
	  	 	sponsorship	 	  		  	 No

		  	 	$5,000 convention	 	  		  	
	 C&R Components
	  	 	sponsorship	 	  		  	 No

			
	 Summary of Vendors & Agreement Terms

 
	  
 
	  		  	
		  	 	Discount, Royalty,	 	  		  	
		  	 	Rebate	 	  		  	Written
		  	 	or Convention	 	  	Notes or Additional	  	Contract?
	 Vendor
	  	 	Sponsorship Amount	 	  	Terms	  	
		  				  		  	
	 Additional Details:
	  				  		  	


  
 Schedule 9.27 













       Club Ready Rebate 

      Summary 
  

									
	 	  	CR Fee to	  	 	  	 	 
	 	  	Franchisee	  	Rebate to Franchisor	  	Notes:	 
	 Software Fee
	  	$149.00	  	$39.00	  			
	 Draft Fee
	  	3.75%	  	0.50%	  			
	 Swipe Fee
	  	2.50%	  	0.10%	  			
	 PDC
	  	20.00%	  	5.00%	  			
	 Leadspeak
	  	$69.00	  	$20.00	  			
	 Gym HQ
	  	$-	  	5%	  			
	 ACH
	  	$9.95	  	$9.95	  			
	 Remit Stmt
	  	$4.95	  	$4.95	  			
	 App Fee
	  	$49.00	  	$39.00	  			
	 Contract Template
	  	$350.00	  	$50.00	  			
	 	  	 	  	 	  	 New
 clubs

only
	 

 (o) 

N/A 
 (p) 

See Schedules 9.27(a), 9.27(b) and 9.27(c) above. 

Schedule 9.27 












 Row House 

Franchise Agreements in Effect 
 Summary - excluding 

terminations 
  

																																							
	 As
	  		  		  	 	  	 	  	 	  				  				  		  		  			
	of:	  	6/20/2018	  	 	  	Franchisee	  	Studio Information  	  	Franchisee Personal Information	  	 	 	  	 	 	  	 	  	 	  	 	 
	  	  	Studio
Name	  	St  
at  
e  	  	Last
Name	  	First  
Name  	  	St 
re 
et 	  	
C 
 it 

y 
	  	
St 
 at 

e 
	  	
Z 
 i 

p 
	  	
St 
 ud 

io 
 Ph 
on 

e
	  	
Franchi 
 see

Phone
	  	Franchisee Email	  	Ro
yal
ty
Ra
te	 	  	M
F
C
R
a
t
e	 	  	
Mi
 n.

Ro
yal  
ty
	  	
Req

uire  
d
Min
imu
m
	  	 Indi

vidu
al
Terr
itor

y
FA
Dat
e
	 
	 1  
	  	Row House Hilton Head	  	SC 	  	Steward	  	Steph en	  	 	  	 	  	 	  	 	  	 	  	(843) 226– 3482	  	stephen.stewart@therowhouse.com	  	 	7%	 	  	 
	2
%	 
 	  	 	  	 	  	 

	02/
02/
18	 
 
 
	 2  
	  	Row House Connectic   ut	  	CT 	  	Montefu sco	  	Rob/D ana	  	 	  	 	  	 	  	 	  	 	  	(203) 770– 1497	  	robert.montefusco@therowhouse.com dana.montefusco@therowhouse.com	  	 	7%	 	  	 
	2
%	 
 	  	 	  	 	  	 

	05/
05/
18	 
 
 
	 3  
	  	Row House Colordo	  	CO 	  	Johnson	  	Anne	  	 	  	 	  	 	  	 	  	 	  	(314) 249– 3753	  	anne.johnson@therowhouse.com	  	 	7%	 	  	 
	2
%	 
 	  	 	  	 	  	 

	05/
10/
18	 
 
 

 Schedule 9.27 













																																	
	 4  
	  	Row House Frisco	  	TX 	  	Puga	  	Reube   n/Nish ani	  	 	  	 	  	 	  	 	  	 	  	(214)     455– 3277	  	ruben.puga@therowhouse.com nishani.puga@therowhouse.com	  	7%	 	  2  
  %  	 	 	  	 	  	06/   
04/   
18   
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 5  
	  	Row House West End	  	M A	  	O’Malle y	  	Gyee/   Bob	  	 	  	 	  	 	  	 	  	 	  	(817) 368– 3484	  	gyee.omalley@therowhouse.com bob.omalley@therowhouse.com	  	7%	 	  2
  %  	 	 	  	 	  	06/   
11/   
18   
	 6  
	  	 Row House Walnut

Creek
	  	CA 	  	Yang	  	Henry  	  	    	  	    	  	    	  	    	  	    	  	  
 (925)
247– 4533
	  	henry.yang@therowhouse.com	  	7%	 	  2

  %  
	 	 	  	 	  	05/   
31/   
18   
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 7  
	  	Row House San   Rafael	  	CA 	  	Kfouri	  	Emile  	  	 	  	 	  	 	  	    	  	 	  	(781) 864– 9728	  	emile.kfouri@therowhouse.com	  	7% 	 	  2
  %  	 	      	  	      	  	06/   
14/   
18   


Area Development Agreement (ADA Summary) - excluding 
 terminations


																																															
	 As
 of:
	  	 	06/20/18	 	  				  	Franchisee     

Information	  	 	 	 	  	 	 	 	 	 	 	 	  				  				  				  				  				  			
	 	  	Area
Name	 	  	 Sta
 te
	 	  	Last Name	  	First
Name	 	  	Franchis
ee
Phone	 	 	Franchisee Email	 	  	ADA
Date	 	  	 Tota
 l #

Stu

dios
in
ADA
	 	  	 Develop
 ment
Fee
	 	  	 #
Studi
os
 Open

(PreS

ale)
	 	  	 Develop
ment
Schedul
 e
	 	  	 #
Add’
l
Stud
ios
 to

be
Ope
 ned
	 
	1  	  	 	Denver	 	  	 	CO  	 	  	Johnson	  	 	Anne    	 	  	 

	(314)
249-
3753	 
 
 	 	 	anne.johnson@therowhouse.com	 	  	 
	05/1
0/18	 
 	  	 	3	 	  	 
	$
125,000	 
 	  	 	0	 	  	 
	10/12/1
8	 
 	  	 	3	 
		  	 	 	 	  	 	 	 	  	 	  	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 
	04/12/1
9	 
 	  	 	 	 
		  	 	 	 	  	 	 	 	  	 	  	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	10/12/1	 	  	 	 	 

 Schedule 9.27 













																									
	 	 	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	 	 9
	  	  
	 	 	  	  	  	  	  	  	  	  	 (214)      
	  	  	  	  	  	  	  	  	  	  	 	  	  	  
		 	 	  	 	  	 	  	 Ruben/N   
	  	 455-
	  	 ruben.puga@therowhouse.com
	  	 06/0    
	  	 	  	 $
	  	 	 	 12/04/1  
	  	 
	 2    
	 	 Dallas
	  	 TX
	  	 Puga
	  	 ishani
	  	 3277
	  	 nishani.puga@therowhouse.com
	  	 4/18
	  	 3      
	  	 125,000    
	  	 0      
	 	 8
	  	 3    

	 	 	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	 	 06/04/1
	  	  
	 	 	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	 	 9
	  	  
	 	 	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	 	 10/05/1
	  	  
	 	 	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	 	 9
	  	  
	 	 	  	  	  	  	  	  	  	  	 (925)
	  	  	  	  	  	  	  	  	  	  	 	  	  	  
		 	 East
	  	 	  	 	  	 	  	 247-
	  	 	  	 05/3
	  	 	  	 $
	  	 	 	 11/30/1
	  	 
	 3    
	 	 Bay
	  	 CA
	  	 Yang
	  	 Henry
	  	 4533
	  	 yang_henry@yahoo.com
	  	 1/18
	  	 3
	  	 125,000
	  	 0
	 	 8
	  	 3

	 	 	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	 	 05/31/1
	  	  
	 	 	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	 	 9
	  	  
	 	 	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	 	 11/30/1
	  	  
	 	 	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	 	 9
	  	  
	 	 	  	  	  	  	  	  	  	  	 (817)
	  	  	  	  	  	  	  	  	  	  	 	  	  	  
	 	 	  	  	 M
	  	  	  	 Gyee/Bo
	  	 368-
	  	 gyee.omalley@therowhouse.com
	  	 06/1
	  	  	  	 $
	  	  	 	 12/11/1
	  	  
	 4    
	 	 Boston
	  	 A
	  	 O’Malley      
	  	 b
	  	 3484
	  	 bob.omalley@therowhouse.com
	  	 1/18
	  	 3
	  	 125,000
	  	 0
	 	 8
	  	 3

	 	 	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	 	 06/11/1
	  	  
	 	 	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	 	 9
	  	  
	 	 	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	 	 12/11/1
	  	  
	 	 	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	 	 9
	  	  
		 	 San
	  	 	  	 	  	 	  	 (781)
	  	 	  	 	  	 	  	 	  	 	 	 	  	 
		 	 Francisc  
	  	 	  	 	  	 	  	 864-
	  	 	  	 06/1
	  	 	  	 $
	  	 	 	 11/14/1
	  	 
	 5    
	 	 o
	  	 CA  
	  	 Kfouri
	  	 Emile
	  	 9728
	  	 emile.kfouri@therowhouse.com
	  	 4/18
	  	 6
	  	 210,000
	  	 0
	 	 8
	  	 6

	 	 	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	 	 04/14/1
	  	  
	 	 	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	 	 9
	  	  
	 	 	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	 	 09/14/1
	  	  
	 	 	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	 	 9
	  	  
	 	 	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	 	 02/14/2
	  	  
	 	 	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	 	 0
	  	  
	 	 	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	 	 07/14/2
	  	  
	 	 	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	 	 0
	  	  
	 	 	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	 	 01/14/2
	  	  
	 	 	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	  	 	 0
	  	  


  
 Schedule 9.27 













 Stretch Lab 

Area Development Agreement (ADA Summary) - excluding terminations 

  As of:     06/19/18 

																					
	  	  	    Area Name    	  	  State  	  	Last Name  	  	First Name  	  	Franchisee Email	  	ADA Date    	  	Total #
Studios
  in ADA  	  	Development
Fee  	  	 #

Studios
Open
 (PreSale)
	  	# Add’l
Studios
to be
Opened
	 1  
	  	 New Jersey
	  	 NJ
	  	 Weaving
	  	 Dave
	  	 David.Weaving@stretchlab.com
	  	 04/19/18
	  	 3
	  	 $125,000
	  	 0
	  	 3

	 	  	 Los Angeles;
	  		  		  	 	  		  		  		  		  		  	 
	 2  
	  	 Seattle
	  	 CA/WA
	  	 Elton
	  	 Byron
	  	 Byron.Elton@stretchlab.com
	  	 04/16/18
	  	 6
	  	 $210,000
	  	 0
	  	 6

	 	  		  		  		  	 Jerry &
	  		  		  		  		  		  	 
	 3  
	  	 Austin
	  	 TX
	  	 Stanley
	  	 Rachel
	  	 Jerry.Stanley@stretchlab.com
	  	 04/16/18
	  	 3
	  	 $125,000
	  	 0
	  	 3

	 4  
	  	 Los Gatos, CA
	  	 CA
	  	 Kemp
	  	 John
	  	 John.Kemp@stretchlab.com
	  	 05/11/18
	  	 3
	  	 $125,000
	  	 0
	  	 3

	 5  
	  	 Del Mar, CA
	  	 CA
	  	 Cohen
	  	 Angie
	  	 Angie.Cohen@stretchlab.com
	  	 06/09/18
	  	 3
	  	 $125,000
	  	 0
	  	
3



Franchise Agreements in Effect Summary - excluding terminations 

    As of:
                            06/19/18 

																									
	 	  	Studio Name	  	State  	  	Last
  Name  	  	First Name	  	City	  	  Sta  
te	  	Franchisee Email	  	Roya  
lty
Rate	  	 M

FC  
 Ra
te
	  	Min.
Roya  
lty	  	 Requir  
ed

Minim
um
	  	Indivi
dual
Territ
ory FA
Date
	 1  
	  	 StretchLab
New Jersey
(Weaving)
	  	NJ  	  	 Weaving
	  	 Dave
	  	 	  	 NJ
	  	 David.Weaving@stret
chlab.com
	  	 7%
	  	 2
%
	  	 	  	 	  	 
	 2
	  	 StretchLab
Westwood
(Elton)
	  	CA  	  	 Elton
	  	 Byron
	  	 Westw  
ood
	  	 CA
	  	 Byron.Elton@stretchl
ab.com
	  	 7%
	  	 2
%
	  	 	  	 	  	 
	 3
	  	 StretchLab
Austin
(Stanley)
	  	TX  	  	 Stanley
	  	 Jerry &
Rachel
	  	 Austin
	  	 TX
	  	 Jerry.Stanley@stretc
hlab.com
	  	 7%
	  	 2
%
	  	 	  	 	  	 
	 4
	  	 StretchLab
Los Gatos
(Kemp)
	  	CA  	  	 Kemp
	  	 John
	  	 Los
Gatos
	  	 CA
	  	
John.Kemp@stretchl
ab.com
	  	 7%
	  	 2
%
	  	 	  	 	  	 


  
 Schedule 9.27 














																									
	 5
	  	 StretchLab Del Mar
(Cohen)
	  	    CA    	  	 Cohen
	  	 Angie
	  	 Del Mar
	  	 CA  
	  	 Angie.Cohen@stretch
lab.com
	  	 7%    
	  	 2
%
	  	 	  	 	  	 
	 6
	  	 StretchLAB Los Angeles
(Coronel)
	  	CA	  	 Coronel
	  	 Alexys &  
Oscar
	  	 Los
Angeles  
	  	 CA
	  	
Oscar.Coronel@stret
chlab.com
	  	 7%
	  	 2    
%
	  	 	  	 	  	 
	 7
	  	 StretchLab Eagle (Ely)
	  	ID	  	 Ely
	  	 Suzanne
	  	 Eagle
	  	 ID
	  	
Suzanne.Ely@stretchl
ab.com
	  	 7%
	  	 2
%
	  	 	  	 	  	 


  
 Schedule 9.27 













 Pursuant to the terms of the Purchase Agreement and the License Arrangement, the Licensee
has the right to open two (2) additional “AKT Studios” (the “Area Development Arrangement”). The Area Development Arrangement is the only Area Development or analogous agreement of Licensor. The following information
required to be disclosed pursuant to Schedule 9.27(p) is applicable to the License Arrangement 
  

					
	 Subsection

 
	  	 Information Requested

 
	  	
Disclosure
  

	(i)	  	Franchisee contact info	  	 AKT inMotion, Inc.

c/o AKT Fitness LLC
 244 84th Street

New York, New York 10028
 Attention: Anna Kaiser

a@aktinmotion.com
  

	(ii)	  	 Geographic Area

 
	  	N/A
	(iii)	  	 Number of existing studios
  
	  	Four (4)
	(iv)	  	 Development Schedule

 
	  	N/A
	(v)	  	 Compliance Status
  
	  	N/A
	(vi)	  	 Initial Fee

 
	  	$0
	(vii)	  	 Effective Date
  
	  	March 21, 2018
	(viii)	  	 Modifications or Waivers

 
	  	N/A
	 (ix)

 
	  	 Third Party Franchisees

 
	  	 N/A

 


 Pursuant to the terms of the Stretch Lab Purchase Agreement and the Stretch Lab License Arrangement, the
Stretch Lab Licensee has the right to open two (2) additional “Stretch Lab Studios” (the “Stretch Lab Area Development Arrangement”). The Stretch Lab Area Development Arrangement is the only Area Development or
analogous agreement of Stretch Lab Licensor. The following information required to be disclosed pursuant to Schedule 9.27(p) is applicable to the Stretch Lab License Arrangement 

 

					
	 Subsection

 
	  	 Information Requested

 
	  	
Disclosure
  

	(i)	  	Franchisee contact info	  	 Stretch Lab, LLC

512 Rose Ave,















					
	 	  	 	  	 Venice, CA 90291

(310) 450-2510
 Attention:
Saul J. Janson
  

	(ii)	  	 Geographic Area
  
	  	N/A
	(iii)	  	 Number of existing studios

 
	  	Three (3)
	(iv)	  	 Development Schedule
  
	  	N/A
	(v)	  	 Compliance Status
  
	  	N/A
	(vi)	  	 Initial Fee
  
	  	$0
	(vii)	  	 Effective Date
  
	  	November 15, 2017
	(viii)	  	 Modifications or Waivers

 
	  	N/A
	(ix)	  	 Third Party Franchisees

 
	  	N/A

 Pursuant to the terms of the Yoga Six Purchase Agreement and the Yoga Six License Arrangement, the Yoga Six
Licensee has the right to open up to seven (7) additional “Yoga Six Studios” (the “Additional Studios”) and the option to have certain studios of the Seller Subsidiaries (the “Rebranded Studios”)
enter the “Yoga Six” Franchise System upon satisfying certain conditions set forth in the Yoga Six Purchase Agreement (the “Yoga Six Area Development Arrangement”). The Yoga Six Area Development Arrangement is the only
Area Development or analogous agreement of the Yoga Six Licensor. The following information required to be disclosed pursuant to Schedule 9.27(p) is applicable to the License Arrangement. 

 

					
	 Subsection

 
	  	 Information Requested

 
	  	
Disclosure
  

	(i)	  	Franchisee contact info	  	 Yoga 6 Company, LLC

512 Via De La Valle
 Solana Beach, CA 92075

Attention: Peter Barbaresi
 Email:

pbarbaresi@yogasix.com
  

	(ii)	  	Geographic Area	  	Additional Studios
	 	  	 	  	
●   The St. Louis Metropolitan Area, including without limitation Chesterfield, Creve Coeur,
St. Charles, and/or the















					
	 	  	 	  	 Central West
End

	 	  		  	 ●   The Chicago
Metropolitan Area, including without limitation Evanston

	 	  		  	 ●   The San Diego
Metropolitan Area, including without limitation downtown San Diego, North Carlsbad, La Jolla and San Marcos
  

	 	  		  	Rebranded Studios
	 	  		  	 ●   1150 N.
State St.,
Chicago, IL 60610

	 	  		  	 ●   2105 N
Southport Ave
Suite 200, Chicago, IL 60614

	 	  		  	 ●   1136 S
Delano Ct
Suite E-204, Chicago, IL 60605

	 	  		  	 ●   1600 W Lane
Ave,
Upper Arlington, OH 43221
  

	(iii)	  	 Number of existing studios

 
	  	Seven (7)
	(iv)	  	Development Schedule	  	 Additional Studios

Twenty-one (21) months to open five (5) Additional Studios and then an additional six (6) months to open
an additional two (2) Additional Studios.
  

	 	  		  	 Rebranded Studios

Within ninety (90) days of any Rebranded Studio having net sales at or above the average net sales of the studios in the Yoga Six franchise system.

 

	(v)	  	Compliance Status	  	 N/A

 

	(vi)	  	Initial Fee	  	$0














					
	 	  	 	  	 
	(vii)	  	 Effective Date
  
	  	July 26, 2018
	(viii)	  	 Modifications or Waivers

 
	  	N/A
	(ix)	  	Third Party Franchisees	  	N/A













 Schedule 9.29 

Bank Accounts 
  

							
	
Entity Name
	  	Bank	  	Account Number	 	Account Type
	 Club Pilates

Franchise, LLC
	  	 Citizens Business Bank Checking
	  	 591001167
	 	Checking
	  	 Citizens Business Bank Marketing Fund
	  	 591001906
	 	Marketing Fund
	Pilates Licensing,	  	 	  	 	 	 
	LLC	  	 Citizens Business Bank Checking
	  	 591001965
	 	Checking
	St. Gregory	  	 First Financial
	  	 5312532897
	 	Checking
	Development Group,	  	 	  	 	 	 
	LLC	  	 First Financial
	  	 5312532905
	 	Checking
	 	  	 First Financial
	  	 5312628398
	 	Checking
	J3T Logistics, LLC	  	 First Financial
	  	 5312628406
	 	Checking
	Coworking	  	 	  	 	 	Checking
	Cincinnati, LLC	  	 First Financial
	  	 5312566887
	 	 
	 	  	 	  	 	 	 
	LB Hyde Park, LLC	  	 First Financial
	  	 5312627978
	 	Checking
	CycleBar Franchising	  	 First Financial
	  	 5312566911
	 	Checking
	LLC	  	 	  	 	 	 
	 	  	 	  	 	 	 
	 	  	 First Financial
	  	 5312566895
	 	Checking
	 	  	 First Financial
	  	 5312566929
	 	Checking
	 	  	 First Financial
	  	 5312566994
	 	Checking
	 	  	 First Financial
	  	 5312567000
	 	Checking
	 	  	 First Financial
	  	 5312566937
	 	Checking
	 	  	 Citizens Business Bank
	  	 591002791
	 	Checking
	 	  	 Citizens Business Bank
	  	 591002805
	 	Checking
	 	  	 Citizens Business Bank
	  	 591002813
	 	Checking
	CB IP LLC	  	 First Financial
	  	 5312566879
	 	Checking
	CycleBar	  	 First Financial
	  	 5312628349
	 	Checking
	International Inc.	  	 	  	 	 	 
	CycleBar Worldwide	  	 First Financial
	  	 5312628356
	 	Checking
	Inc.	  	 	  	 	 	 
	CycleBar Canada	  	 	  	 	 	 
	Franchising, ULC	  	 	  	 	 	 
	AKT Franchise, LLC	  	 Citizens Business Bank
	  	 591003194
	 	Checking
	 	  	 Citizens Business Bank
	  	 591003968
	 	 
	 	  	 Citizens Business Bank
	  	 591003798
	 	 
	Row House	  	 Citizens Business Bank
	  	 591002732
	 	Checking
	Franchise, LLC	  	 Citizens Business Bank
	  	 591002988
	 	 
	 	  	 Citizens Business Bank
	  	 591003216
	 	 
	Stretch Lab	  	 Citizens Business Bank
	  	 591002589
	 	Checking














							
	 Franchise, LLC
	  	 Citizens Business
Bank
	  	 591002996
	 	 
	 	  	 Citizens Business Bank
	  	 591003224
	 	 
	 Row House Tustin,
	  	 Citizens Business Bank
	  	 591003216
	 	 Checking

	 LLC
	  	 	  	 	 	 
	 Yoga Six Studio,
	  	 Citizens Business Bank
	  	 122234149
	 	 Checking

	 LLC
	  	 	  	 	 	 
	 Xponential Fitness
	  	 Citizens Business Bank
	  	 591002503
	 	 Checking

	 LLC
	  	 	  	 	 	 
	 H&W Franchise
	  	 Citizens Business Bank
	  	 591002481
	 	 Checking

	 Holdings, LLC
	  	 	  	 	 	 
	 PB Franchising LLC
	  	 First National Bank
	  	 0054987255
	 	 Checking

	 PB Product LLC
	  	 First National Bank
	  	 0054988951
	 	 Checking

	 Pure Barre LLC
	  	 First National Bank
	  	 0054992577
	 	 Checking

	 PB Opco LLC
	  	 Bank of America
	  	 223015325719
	 	 Checking

	 PB Opco LLC
	  	 Bank of America
	  	 223015327474
	 	 Checking

	 Barre Midco LLC
	  	 Silicon Valley Bank
	  	 3302225058
	 	 Checking

	 Yoga Six Franchise,
	  	 Citizens Business Bank
	  	 591003801
	 	 Checking

	 LLC
	  	 	  	 591003941
	 	 













 Schedule 9.30 

Material Contracts 
  

	 	1.	 Management Services Agreement, dated as of September 29, 2017, by and among H&W Franchise Holdings LLC
and TPG Growth III Management, LLC, as assigned to H&W Investco Management LLC pursuant to that certain Assignment, Assumption, Waiver and Release Agreement dated as of the date hereof. 



	 	2.	 Premium Finance Agreement, dated May 10, 2017, by and between St. Gregory Development Group LLC and IPFS
Corporation. 



	 	3.	 Shred Chicago Services Agreement, effective June 16, 2017, by and between Shred415 Franchising, LLC, and
Shred415 Chicago, LLC. 



	 	4.	 1410 Enterprises Services Agreement, dated August, 11, 2016, by and between Fueled Collective Franchising, LLC,
and 1410 Enterprises, LLC. 



	 	5.	 Services Agreement, dated May 11, 2016, by and between Fueled Collective Franchising, LLC and Fueled
Coworking New York LLC. 



	 	6.	 The following Independent Contractor Agreements: 



	 	a.	 Independent Contractor Agreement, effective November 7, 2011, by and between St. Gregory Development
Group, LLC, and InXpress , LLC. 



	 	b.	 Independent Contractor Agreement, effective January 7, 2014, by and between St. Gregory Development Group,
LLC, and PSP Franchising, LLC. 



	 	c.	 Independent Contractor Agreement, effective April 1, 2016, by and between St. Gregory Development Group,
LLC, and Bishops Franchising, LLC. 



	 	d.	 Independent Contractor Agreement, effective February 1, 2014, by and between St. Gregory Development
Group, LLC, and Medi-Weightloss Franchising USA, LLC. 



	 	e.	 Independent Contractor Agreement, effective June 28, 2017, by and between St. Gregory Development Group,
LLC, and APEX FUN RUN, LLC. 



	 	7.	 Master Vendor Agreement, effective March 15, 2017, by and between the Club Pilates Franchising, LLC and
CLUBREADY, LLC and First Amendment to Master Vendor Agreement and Terms of Service, dated April 27, 2017. 



	 	8.	 Pilates System Multi-Unit License Agreement, dated April 3, 2017, by and among Pilates Licensing and both
Fitness International, LLC and Fitness Sport & Sports Club, LLC. 



	 	9.	 Shopping Center Lease dated February 13, 2018 between Row House Tustin, LLC and 2C Tustin Legacy, LLC.




	 	10.	 Lease dated May 31, 2018 between Stretch Lab Franchise, LLC and Laguna Heights Marketplace, LLC.




	 	11.	 The Yoga Six Purchase Agreement. 














 Schedule 9.33 

Legal Names; Etc. 
  

											
	Legal Name	 	Jurisdiction	 	Organizational
Identification
Number	 	Additional
Place(s) of
Business	 	Chief
Executive
Office	 	Federal
Employer
Identification
Number
	H&W Franchise Holdings LLC	 	Delaware	 	6525263	 	N/A	 	17877 Von Karman Avenue, Irvine, CA 92614	 	82-2858652
	H&W Franchise Intermediate Holdings LLC	 	Delaware	 	6552716	 	N/A	 	17877 Von Karman Avenue, Irvine, CA 92614	 	Pending
	Xponential Fitness LLC	 	Delaware	 	6508612	 	N/A	 	17877 Von Karman Avenue, Irvine, CA 92614	 	82-2858491
	St. Gregory Holdco, LLC	 	Delaware	 	6528538	 	N/A	 	Rookwood Exchange, Norwood, Ohio, 3825 Edwards Road, #103, Cincinnati, Ohio 45209	 	82-2804962
	Club Pilates Franchise, LLC	 	Delaware	 	5706045	 	 3001 Red Hill Avenue, Building 1, Suite 103, Costa Mesa, California
92626
  
 2270 Northwest Parkway #120, Marietta, GA
	 	17877 Von Karman Avenue, Irvine, CA 92614	 	47-3380223














											
	CycleBar Holdco, LLC	 	Delaware	 	6527735	 	N/A	 	17877 Von Karman Avenue, Irvine, CA 92614	 	82-2735288
	Pilates Licensing, LLC	 	Delaware	 	6263407	 	N/A	 	17877 Von Karman Avenue, Irvine, CA 92614	 	81-4810568
	CycleBar Franchising, LLC	 	Ohio	 	2283131	 	N/A	 	17877 Von Karman Avenue, Irvine, CA 92614	 	46-5766610
	CB IP, LLC	 	Ohio	 	2330484	 	N/A	 	17877 Von Karman Avenue, Irvine, CA 92614	 	47-4472604
	CycleBar Worldwide Inc.	 	Ohio	 	2414068	 	N/A	 	17877 Von Karman Avenue, Irvine, CA 92614	 	47-5253532
	CycleBar International Inc.	 	Ohio	 	3867891	 	N/A	 	17877 Von Karman Avenue, Irvine, CA 92614	 	81-1528129
	Shred415 Cincinnati, LLC	 	Ohio	 	4037972	 	N/A	 	2105 N. Southport Ave., Unit 203, Chicago, Illinois 60614	 	82-2841035
	FC JV, LLC	 	Ohio	 	3909163	 	N/A	 	Rookwood Exchange, Norwood, Ohio, 3825 Edwards Road, #103, Cincinnati, Ohio 45209	 	81-2847806
	St. Gregory	 	Ohio	 	1948312	 	N/A	 	Rookwood	 	27-2405259














											
	Development Group, LLC	 	 	 	 	 	 	 	Exchange, Norwood, Ohio, 3825 Edwards Road, #103, Cincinnati, Ohio 45209	 	 
	Shred415 Franchising, LLC	 	Delaware	 	6438539	 	N/A	 	2105 N. Southport Ave., Unit 203, Chicago, Illinois 60614	 	82-1933928
	Shred415 Franchising IP, LLC	 	Delaware	 	6438545	 	N/A	 	2105 N. Southport Ave., Unit 203, Chicago, Illinois 60614	 	82-2841035
	Fueled Collective Franchising, LLC	 	Ohio	 	3902590	 	N/A	 	Rookwood Exchange, Norwood, Ohio, 3825 Edwards Road, #103, Cincinnati, Ohio 45209	 	81-2797254
	Fueled Collective IP, LLC	 	Ohio	 	3902591	 	N/A	 	Rookwood Exchange, Norwood, Ohio, 3825 Edwards Road, #103, Cincinnati, Ohio 45209	 	81-2797600
	FF&E Procurement Company of America, LLC	 	Ohio	 	3971438	 	N/A	 	Rookwood Exchange, Norwood, Ohio, 3825 Edwards Road, #103, Cincinnati, Ohio 45209	 	82-2841504
	J3T	 	Ohio	 	2179795	 	N/A	 	Rookwood	 	47-3452324














											
	Logistics, LLC	  	 	  	 	  	 	  	Exchange, Norwood, Ohio, 3825 Edwards Road, #103, Cincinnati, Ohio 45209	  	 
	REMOP Services, LLC	  	Ohio	  	3971454	  	N/A	  	Rookwood Exchange, Norwood, Ohio, 3825 Edwards Road, #103, Cincinnati, Ohio 45209	  	82-2768616
	LB Hyde Park, LLC	  	Ohio	  	3840122	  	Rookwood Exchange, 3825 Edwards Rd #102a, Cincinnati, OH 45209	  	Rookwood Exchange, 3825 Edwards Rd #102a, Cincinnati, OH 45209	  	81-1000488
	Coworking Cincinnati, LLC	  	Ohio	  	3848657	  	Rookwood Exchange, 3825 Edwards Rd #103 and 2nd Floor, Cincinnati, OH
45209	  	Rookwood Exchange, Norwood, Ohio, 3825 Edwards Road, #103, Cincinnati, Ohio 45209	  	81-1093996
	Modular Office Company of America, LLC	  	Ohio	  	3971455	  	N/A	  	Rookwood Exchange, Norwood, Ohio, 3825 Edwards Road, #103, Cincinnati, Ohio 45209	  	82-2841963
	LB Franchising, LLC	  	Ohio	  	2444268	  	N/A	  	Rookwood Exchange, Norwood, Ohio, 3825 Edwards Road, #103, Cincinnati,	  	47-5535865














											
	 	  	 	  	 	  	 	  	Ohio 45209	  	 
	LB IP, LLC	  	Ohio	  	2444266	  	N/A	  	Rookwood Exchange, Norwood, Ohio, 3825 Edwards Road, #103, Cincinnati, Ohio 45209	  	47-5536032
	LB Product, LLC	  	Ohio	  	3939030	  	N/A	  	Rookwood Exchange, Norwood, Ohio, 3825 Edwards Road, #103, Cincinnati, Ohio 45209	  	82-2841206
	CycleBar Canada Franchising, ULC	  	Canada	  	None; British Columbia Incorporation No.: BC1046097	  	N/A	  	17877 Von Karman Avenue, Irvine, CA 92614	  	81020 5328
	AKT Franchise, LLC	  	Delaware	  	6784863	  	N/A	  	17877 Von Karman Avenue, Irvine, CA 92614	  	35-2620635
	Row House Franchise, LLC	  	Delaware	  	6645634	  	N/A	  	17877 Von Karman Avenue, Irvine, CA 92614	  	82-3600175
	Stretch Lab Franchise, LLC	  	Delaware	  	6566497	  	N/A	  	17877 Von Karman Avenue, Irvine, CA 92614	  	82-2895286
	Row House Tustin, LLC	  	Delaware	  	6721459	  	15020 Kensington Park Drive Suite J100, Tustin, CA 92870	  	17877 Von Karman Avenue, Irvine, CA 92614	  	N/A – never obtained one
	Yoga Six Franchise, LLC	  	Delaware	  	6964504	  	17877 Von Karman Avenue,	  	17877 Von Karman Avenue,	  	Pending














											
	 	  	 	  	 	  	 Irvine, CA 92614

 
	  	Irvine, CA 92614	  	 
	Experience Brand Development, LLC	  	Delaware	  	6885148	  	N/A	  	3825 Edwards Rd, Ste 103 Cincinnati, OH 45209	  	Pending
	EBD RH, LLC	  	Delaware	  	6885151	  	N/A	  	3825 Edwards Rd, Ste 103 Cincinnati, OH 45209	  	Pending
	EBD SL, LLC	  	Delaware	  	6885152	  	N/A	  	3825 Edwards Rd, Ste 103 Cincinnati, OH 45209	  	Pending
	EBD CP, LLC	  	Delaware	  	6885150	  	N/A	  	3825 Edwards Rd, Ste 103 Cincinnati, OH 45209	  	Pending
	EBD CB, LLC	  	Delaware	  	6885149	  	N/A	  	3825 Edwards Rd, Ste 103 Cincinnati, OH 45209	  	Pending
	EBD FC, LLC	  	Delaware	  	6885153	  	N/A	  	3825 Edwards Rd, Ste 103 Cincinnati, OH 45209	  	Pending
	EBD AKT, LLC	  	Delaware	  	6990684	  	N/A	  	3825 Edwards Rd, Ste 103 Cincinnati, OH 45209	  	Pending
	EBD YS, LLC	  	Delaware	  	7006940	  	N/A	  	3825 Edwards Rd, Ste 103 Cincinnati, OH 45209	  	Pending
	PB 1001, LLC	  	Delaware	  	5328934	  	N/A	  	100 Dunbar Street, Suite 301	  	Pending














											
	 	  	 	  	 	 	 	 	Spartanburg, SC 29306	  	 
	PB 1002, LLC	  	Delaware	  	5328999	 	N/A	 	100 Dunbar Street, Suite 301 Spartanburg, SC 29306	  	Pending
	PB 1005, LLC	  	Delaware	  	5329008	 	N/A	 	100 Dunbar Street, Suite 301 Spartanburg, SC 29306	  	Pending
	PB 1006, LLC	  	Delaware	  	5330032	 	N/A	 	100 Dunbar Street, Suite 301 Spartanburg, SC 29306	  	Pending
	PB 1007, LLC	  	Delaware	  	5334259	 	N/A	 	100 Dunbar Street, Suite 301 Spartanburg, SC 29306	  	Pending
	PB 1012, LLC	  	Delaware	  	5340461	 	N/A	 	100 Dunbar Street, Suite 301 Spartanburg, SC 29306	  	Pending
	PB 1016, LLC	  	Delaware	  	5341910	 	N/A	 	100 Dunbar Street, Suite 301 Spartanburg, SC 29306	  	Pending
	PB 1018, LLC	  	Delaware	  	5342417	 	N/A	 	100 Dunbar Street, Suite 301 Spartanburg, SC 29306	  	Pending
	PB 1020, LLC	  	Delaware	  	5346465	 	N/A	 	100 Dunbar Street, Suite 301 Spartanburg, SC 29306	  	Pending
	PB 1021, LLC	  	Delaware	  	5346467	 	N/A	 	100 Dunbar Street, Suite 301 Spartanburg,	  	Pending














											
	 	  	 	  	 	 	 	 	SC 29306	  	 
	PB 1029, LLC	  	Delaware	  	5363540	 	N/A	 	100 Dunbar Street, Suite 301 Spartanburg, SC 29306	  	Pending
	PB 1035, LLC	  	Delaware	  	5382387	 	N/A	 	100 Dunbar Street, Suite 301 Spartanburg, SC 29306	  	Pending
	PB 1042, LLC	  	Delaware	  	5434205	 	N/A	 	100 Dunbar Street, Suite 301 Spartanburg, SC 29306	  	Pending
	PB Franchising, LLC	  	Delaware	  	5215896	 	N/A	 	100 Dunbar Street, Suite 301 Spartanburg, SC 29306	  	Pending
	PB OPCO, LLC	  	Delaware	  	5319138	 	N/A	 	100 Dunbar Street, Suite 301 Spartanburg, SC 29306	  	Pending
	PB Product, LLC	  	Delaware	  	5215897	 	N/A	 	100 Dunbar Street, Suite 301 Spartanburg, SC 29306	  	Pending
	PBH 1001, LLC	  	Delaware	  	5585898	 	N/A	 	100 Dunbar Street, Suite 301 Spartanburg, SC 29306	  	Pending
	Pure Barre, LLC (f/k/a PB Holdco, LLC)	  	Delaware	  	5215891	 	N/A	 	100 Dunbar Street, Suite 301 Spartanburg, SC 29306	  	46-1047399
	Barre Midco, LLC	  	Delaware	  	5722438	 	N/A	 	100 Dunbar Street, Suite 301 Spartanburg, SC 29306	  	47-3618546















											
	STG Brand Ambassador Franchising, LLC	  	Ohio	  	4227317	 	N/A	 	3825 Edwards Rd, Ste 103 Cincinnati, OH 45209	  	Pending
	Yoga Six Studio, LLC	  	Delaware	  	7063817	 	N/A	 	 17877 Von Karman Avenue, Irvine, CA 92614

 
	  	Pending
	AKT Studio, LLC	  	Delaware	  	7063816	 	N/A	 	17877 Von Karman Avenue, Irvine, CA 92614	  	Pending
	Barre Holdco, LLC	  	Delaware	  	5722428	 	N/A	 	100 Dunbar Street, Suite 301 Spartanburg, SC 29306	  	Pending













 Schedule 10.11 

Post-Closing Obligations 
 Pure Barre

  

	 	1.	 On or before the 20th day after the Closing Date (or such later date as Administrative Agent may agree in
writing), Borrower shall deliver to Administrative Agent the lender’s loss payable and additional insured endorsements in favor of Administrative Agent related to the certificates of insurance required by Section 10.3(b) of the Agreement,
in each case in form and substance reasonably satisfactory to Administrative Agent. 


  

	 	2.	 On or before the 90th day after the Closing Date (or such later date as Administrative Agent may agree in
writing), Borrower shall provide Administrative Agent with evidence in form and substance reasonably satisfactory to Administrative Agent that Borrower has caused the registration of each copyright and trademark of the Borrower with the United
States Patent and Trademark Office, the United States Copyright Office, and the Canadian Intellectual Property Office, as applicable, to reflect “Pure Barre, LLC” as the owner of each such copyright and trademark. 



 

	 	3.	 On or before the 60th day after the Closing Date (or such later date as Administrative Agent may agree in
writing), the Loan Parties shall deliver duly executed control agreements with respect to each deposit account of the Loan Parties, including without limitation with respect to Pure Barre, other than Excluded Deposit Accounts, including without
limitation account #591002805 at Citizens Business Bank, account #591003194 at Citizens Business Bank, account #122234149 at Citizens Business Bank and account #591002481 at Citizens Business Bank. 



 

	 	4.	 On or before the 60th day after the Closing Date (or such later date as Administrative Agent may agree in
writing), the Loan Parties shall use commercially reasonable efforts to deliver to Administrative Agent all executed Collateral Access Agreements required to be delivered pursuant to Section 5.9 of the Guaranty and Collateral Agreement,
including without limitation with respect to 3186 Pullman Streeet, Costa Mesa, CA 92626 and including without limitation with respect to Pure Barre. 


  

	 	5.	 On or before the 10th Business Day after the Closing
Date (or such later date as Administrative Agent may agree in writing), the Loan Parties shall deliver a duly executed lease agreement with respect to 3186 Pullman Street, Costa Mesa, CA 92626. 














 Schedule 11.1 

Existing Debt 
  

	 	1.	 Corporate Guaranty made by St. Gregory Development Group, LLC, dated May 17, 2017, for that certain Lease
Agreement dated May 15, 2017 (Lease No 40267517) by and between Cycle Bar Hyde Park, LLC and United Leasing, Inc. 



	 	2.	 Corporate Guaranty made by St. Gregory Development Group, LLC, dated December 20, 2016, for that certain
Lease Agreement dated December 22, 2016 (Lease No 40251291) by and between Cycle Seven Ventures Kenwood, LLC and Western Equipment Finance, Inc. 



	 	3.	 Corporate Guaranty made by St. Gregory Development Group, LLC, dated June 2, 2014, for that certain
Sublease Agreement, dated June 2, 2014 by and between Rookwood Hot Yoga, LLC and Cycle Bar Hyde Park, LLC and CLP-SPF Rookwood Commons, LLC. 



	 	4.	 Corporate Co-Guaranty made by St. Gregory Development Group, LLC, dated
January 25, 2016, for that certain Lease Agreement dated February 1, 2016 by and between Cycle Seven Ventures Kenwood, LLC and Kenwood Collection Retail LLC. 














 Schedule 11.2 

Existing Liens 
 None. 












 Schedule 11.11 

Investments 
  

	 	1.	 Schedule 9.8 is incorporated herein by reference. 



	 	2.	 Franchisee Loan by Club Pilates Franchise, LLC, as lender, to Pallatroni Ventures Inc., as debtor, dated as of
September 5, 2017, with an outstanding principal balance of $187,810.37. 



	 	3.	 Secured Promissory Note dated December 8, 2017 in the principal amount of $1,500,000 between Row House
Franchise, LLC as lender and Row House Holdings, Inc., EVF RH Staffing, Inc., EVF Row House Inc., and Row House CC, LLC as borrowers. 














 Schedule 12.1 

Debt to be Repaid 
 Credit Agreement dated as of
June 11, 2015 by and among Pure Barre LLC, the other loan parties thereto, the various financial institutions parties thereto, and Monroe Capital Managmenet Advisors, LLC, as administrative agent 












 EXHIBIT A 

AMENDED AND RESTATED [REVOLVING] [TERM] NOTE 
  

			
	$__________________	  	_______,_______
		  	Chicago, Illinois

 The undersigned, for value received, jointly and severally, promise to pay to ______________
(the “Lender”) and its permitted assigns at the principal office of Monroe Capital Management Advisors, LLC (the “Administrative Agent”) in Chicago, Illinois the principal amount of __________________
($__________________), or if less, the unpaid principal amount of all [Revolving] [Term] Loans made to the undersigned by the Lender pursuant to the Credit Agreement referred to below (as shown on the schedule attached hereto (and any continuation
thereof) or in the records of the Lender), such principal amount to be payable in the amounts and on the dates set forth in the Credit Agreement. 

The undersigned further, jointly and severally, promise to pay interest on the unpaid principal amount of each Loan from the
date of such Loan until such Loan is paid in full, payable at the rate(s) and at the time(s) set forth in the Credit Agreement. Payments of both principal and interest are to be made in lawful money of the United States of America. 

This Amended and Restated Note evidences indebtedness incurred under, and is subject to the terms and provisions of, the
Second Amended and Restated Credit Agreement, dated as of October 25, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; terms not otherwise defined herein are used herein
as defined in the Credit Agreement), among Xponential Fitness LLC, a Delaware limited liability company, St. Gregory Holdco, LLC, a Delaware limited liability company, any Person from time to time joined thereto as a borrower party in accordance
with the terms thereof, the other Loan Parties party thereto, the financial institutions (including the Lender) that are or may from time to time become parties thereto and the Administrative Agent, to which Credit Agreement reference is hereby made
for a statement of the terms and provisions under which this Amended and Restated Note may or must be paid prior to its due date or its due date accelerated. 

This Amended and Restated Note is made and given in replacement of, and as an amendment and restatement of any Notes issued by
the undersigned Borrowers to the Lender in connection with that certain Credit Agreement, dated as of September 29, 2017, among Xponential Fitness LLC and St. Gregory Holdco, LLC, as borrowers, the other loan parties party thereto, the
financial institutions that are party thereto and Monroe Capital Management Advisors, LLC, as administrative agent, as amended, restated, supplemented or otherwise modified, and is not intended to be a novation. 

This Amended and Restated Note is made under and governed by the laws of the State of New York applicable to contracts made
and to be performed entirely within such State, without regard to conflict of law principles. 
 [Signature Page Follows] 












 
	
	BORROWERS:
	
	XPONENTIAL FITNESS LLC
	
	By:                                     
                                        

	Name:                                     
                                        

	Title:                                    
                                         

	
	ST. GREGORY HOLDCO, LLC
	
	By:                                     
                                        

	Name:                                     
                                        

	Title:                                    
                                         




  
 Signature Page to Form of Note 













 EXHIBIT B 

FORM OF COMPLIANCE CERTIFICATE1 

To:     Monroe Capital Management Advisors, LLC, as Administrative Agent 

Please refer to the Second Amended and Restated Credit Agreement dated as of October 25, 2018 (as amended, restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”) among Xponential Fitness LLC, a Delaware limited liability company, St. Gregory Holdco, LLC, a Delaware limited liability company, any Person from time to time
joined thereto as a borrower party in accordance with the terms thereof, the other Loan Parties party thereto, the financial institutions that are or may from time to time become parties thereto and Monroe Capital Management Advisors, LLC, as
Administrative Agent. Terms used but not otherwise defined herein are used herein as defined in the Credit Agreement. 

I.   Reports. Enclosed herewith is a copy of the [annual audited/quarterly] report of Borrower as at
_____________, ____ (the “Computation Date”), [certified without adverse reference to going concern qualification by independent auditors of recognized standing selected by Borrower and reasonably acceptable to Administrative
Agent (except to the extent such qualification is due to the scheduled maturity date of any Debt)]2 and prepared in accordance with GAAP consistently applied. 

II.   Financial Tests. Borrower Representative hereby certifies and warrants to you that the following is a
true and correct computation as at the Computation Date of the following ratios and/or financial restrictions and/or financial calculations contained in the Credit Agreement: 
  


							
	 A.    

 
	  	 Section 11.14.1 - Minimum Fixed Charge Coverage Ratio

 
	  	  
	 	  	1.    	  	 EBITDA (without giving effect to the final sentence thereof in the Credit Agreement) (from Item C(4)
below)
  
	  	  

$                        

 

	 	  	2.    	  	 Income taxes paid or payable in cash by the Loan Parties and their Subsidiaries (including without
duplication Tax Distributions)
  
	  	  

$                    

 

	 	  	3.    	  	 All Capital Expenditures made by the by the Loan Parties and their Subsidiaries not financed with
(x) the proceeds Debt (other than Revolving Loans) or (y) Capital Securities
  
	  	
$                    

 

	 	  	 4.     
	  	 Sum of (2) and (3)

 
	  	
$                    

 


  
  

1 This certificate is for convenience only and, to the extent of any conflict between the
terms of this certificate and the terms of the Credit Agreement, the Credit Agreement shall control. 
 2 Bracketed language only with respect to annual financial reports. 
 Exhibit B - 1 













							
	 	  	5.	  	 Remainder of (1) minus (4)

 
	  	$                  
      
	 	  	6.	  	 Cash Interest Expense

 
	  	$                       
 
	 	  	7.	  	 Scheduled payments (other than payments scheduled to be made on the
applicable maturity date) of principal of Funded Debt (including the Term Loans and Permitted Seller Debt but excluding the Revolving Loans and Permitted Earn-Outs)
  
	  	
$                        

 

	 	  	8.	  	 Management fees paid in cash to Sponsor

 
	  	$                       
 
	 	  	9.	  	 Sum of (6), (7) and (8)

 
	  	$                       
 
	 	  	10.	  	 Ratio of (5) to (9)

 
	  	            to 1
	 	  	11.	  	 Minimum Required

 
	  	[1.20 to 1.00]
	
B.
	  	 Section 11.14.2 - Maximum Total Debt to EBITDA
Ratio
  
	  	 
	 	  	1.	  	 Total Debt

 
	  	$                       
 
	 	  	2.	  	 Qualified Cash

 
	  	$                       
 
	 	  	3.	  	 Remainder of (1) minus (2)

 
	  	$                       
 
	 	  	4.	  	 EBITDA

(from Item C(4) below)
  
	  	
$                        

 

	 	  	5.	  	 Ratio of (3) to (4)

 
	  	            to 1
	 	  	6.	  	 Maximum allowed

 
	  	            to 1
	
C.
	  	 EBITDA Computation3 
  
	  	 
	 	  	1.	  	 Consolidated Net Income

 
	  	$                       
 
	 	  	2.	  	 Plus:4 

 
	  	 

  
  

3 increased or decreased (without duplication) by, as applicable, any adjustments
resulting from the application of FASB Accounting Standards Codification 460, Guarantees 

4 The amount added to EBITDA pursuant to Section 1.3(c), clauses (c), (f) (other than
pursuant to clause (f)(1)(A)), (g) and (m) may in the aggregate not exceed (i) 45% of EBITDA of Holdings and its Subsidiaries for any period ending on or prior to September 30, 2018, (ii) 40% of EBITDA of Holdings and its Subsidiaries for
any period ending after September 30, 2018 but on or prior to December 31, 2018, (iii) 40% of EBITDA of Holdings and its Subsidiaries for any period ending after December 31, 2018 but on or prior to March 31, 2019 and (iv) 20% of
EBITDA of Holdings and its Subsidiaries for any period ending thereafter 
  

  
 Exhibit B - 2 














									
	 	 	 	  	 (a)  any provision
for (or less any benefit, including income tax credits and refunds, from) income taxes (including franchise, gross receipts and single business taxes imposed in lieu of income taxes)

 
	  	$  
	                       
    
	   

	 	 	 	  	 (b)  Consolidated Depreciation
and Amortization Expense
  
	  	  
 $

 
	  

                       
  
  
	  

 
  

	 	 	 	  	 (c)  the amount of any documented and clearly
identifiable restructuring charges5 
  
	  	  
 $

 
	  

                       
  
  
	  

 
  

	 	 	 	  	 (d)  any other
non-cash charges or adjustments, including (i) any write offs or write downs reducing Consolidated Net Income for such period, (ii) equity-based awards compensation expense and expenses related to or
associated with deferred compensation programs, (iii) losses on sales, disposals or abandonment of, or any impairment charges or asset write-down or write-off related to, intangible assets, long-lived
assets, inventory and investments in debt and equity securities, (iv) all losses from investments recorded using the equity method, (v) charges for facilities closed prior to the applicable lease expiration, and (vi) non-cash expenses in connection with new studio or other facility openings and closings
  
	  	$  
	                        
  
	   

	 	 	 	  	 (e)  the amount of (i) board of directors
fees not to exceed $500,000 in the aggregate for such period and (ii) any management, monitoring, consulting and advisory fees (including termination and transaction fees) and related indemnities and expenses paid or accrued in such period
under the Management Agreement
  
	  	$  
	                        
  
	   

	 	 	 	  	 (f)  (1) all fees, costs, charges or expenses
in connection with acquisitions and Investments (including
	  	$  
	                        
  
	   


  
  

5 provided that the amounts added to EBITDA pursuant to this clause (c) shall not
exceed 25% of EBITDA for the period ending after September 30, 2018 but on or prior to December 31, 2019 (provided that no more than 15% of such amount is derived from Pure Barre and no more than 10% of such amount is derived from Loan
Parties other than Pure Barre) and 5% of EBITDA for any period ending after December 31, 2019; and provided further, that amounts added to EBITDA pursuant to this clause (c) when aggregated with amounts added to EBITDA pursuant to clause
(f) (other than pursuant to clause (f)(1)), clause (f) and Section 1.3(c) of the Credit Agreement shall not exceed (i) 40% of EBITDA for any period ending after December 31, 2018 but on or prior to March 31, 2019, (ii) 35% of
EBITDA for any period ending after March 31, 2019 but on or prior to June 30, 2019, (iii) 30% of EBITDA for any period ending after June 30, 2019 but on or prior to September 30, 2019, (iv) 25% of EBITDA for any period ending
after September 30, 2019 but on or prior to December 31, 2019 and (iv) 10% of EBITDA for any period ending thereafter. 
  

  
 Exhibit B - 3 














							
	 	 	 	  	 Permitted Acquisitions), including without
limitation, consulting fees paid in connection with the Closing Date Acquisition, whether or not such acquisitions are consummated; provided, (A) with respect to acquisitions and Investments (other than the Closing Date Acquisition) that are
consummated after the Closing Date, such fees, costs, charges or expenses (a) are incurred within 120 days following the consummation of such acquisition or Investment and (b) shall not exceed (i) $4,000,000 in the aggregate in any period ending on
or prior to December 31, 2019 and (ii) $1,500,000 for any period ending after December 31, 2019, and (B) with respect to acquisitions and Investments which are not consummated, the aggregate amount of such fees, costs, charges or
expenses added back shall not exceed (x) $1,275,000 in the aggregate for such period with respect to any period ending on or prior to March 31, 2019 and (y) $680,000 in the aggregate for such period with respect to any period ending after
March 31, 2019 and (2) the amount of extraordinary, nonrecurring or unusual losses (including all fees and expenses relating thereto), charges or expenses, integration costs, transition costs,
pre-opening, opening, consolidation and closing costs for facilities or studios, costs and operating expenses incurred in connection with any strategic initiatives or attributable to the implementation of cost
saving initiatives, costs or accruals or reserves incurred in connection with acquisitions (including the Related Transactions and Permitted Acquisitions, and whether or not such acquisitions are consummated) whether on, after or prior to the
Closing Date, other business optimization expenses (including costs and expenses relating to business optimization programs and new systems design and implementation costs), severance costs and expenses,
one-time compensation charges, retention or completion bonuses, executive recruiting costs, consulting fees, restructuring costs and reserves, and curtailments or modifications to pension and postretirement
employee benefit plans;
 6
	  	 

  
  

6 provided, that the amounts added to EBITDA pursuant to clause (f)(2) shall not exceed
20% of EBITDA for such period; and provided further, that amounts added to EBITDA pursuant to this clause (f) (other than clause 
  

  
 Exhibit B - 4 














							
	
    
	  	 	  	 (g)  (1) the
amount of “run-rate” cost savings, cost synergies and operating expense reductions related to restructurings, cost savings initiatives or other initiatives that are projected by the Borrower in good
faith to result from Permitted Acquisitions and Investments permitted by Section 11.11 of the Credit Agreement (1) with respect to which substantial steps have been taken, in each case, during the 15 month period following such Permitted
Acquisition or Investment and (2) with respect to which substantial steps are expected to be taken (in the good faith determination of the Borrower) on or before June 30, 2019 in an amount not to exceed $900,000 in any such period
(provided that in each case, such cost savings, cost synergies or operating expense reductions shall be certified by management of the Borrower and calculated on a pro forma basis as though such cost savings, cost synergies or operating expense
reductions had been realized on the first day of such period), net of the amount of actual benefits realized from such actions during such period (it is understood and agreed that “run-rate” means
the full recurring benefit that is associated with any action taken or with respect to which substantial steps have been taken) (which adjustments shall exclude the annualization of any studio royalties and may be incremental to (but not duplicative
of) pro forma cost savings, cost synergies or operating expense reduction adjustments made pursuant to Section 1.3(c) of the Credit Agreement); provided that such cost savings, cost synergies and operating expenses are (i) reasonably
identifiable and factually supportable and (ii) shall not exceed $2,500,000 with respect to Pure Barre and $1,000,000 with respect to all other brands (excluding amounts associated with brands related to the Original Related Transactions in an
amount not to exceed $1,250,000); 7 
  
	  	
$                    

 


  
  

(f)(1)) when aggregated with amounts added to EBITDA pursuant to Section 1.3(c) of the Credit Agreement, clause (c) and clause (g) shall not
exceed (i) 20% of EBITDA for any period ending after June 30, 2018 but on or prior to September 30, 2018, (ii) 15% of EBITDA for any period ending after September 30, 2018 but on or prior to December 31, 2018, (iii) 15% of EBITDA
for any period ending after December 31, 2018 but on or prior to March 31, 2019 and (iv) 10% of EBITDA for any period ending thereafter 

7 provided further that the amounts added to EBITDA pursuant to this clause (g) shall
not exceed 20% of EBITDA for such period; and provided further, that amounts added to EBITDA pursuant to this clause (g) when aggregated with amounts added to EBITDA pursuant to clause (c) and clause (f) (other than pursuant to clause
(f)(1)) shall not exceed (i) 40% of EBITDA for any period ending after December 31, 2018 but on or prior to March 
 Exhibit B - 5 













							
	    	  	 	  	
(h)  any non-cash costs or expense incurred by Holdings or a
Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement
  
	  	$                    
  

	 	  	 	  	 (i) cash receipts (or
any netting arrangements resulting in reduced cash expenditures) not representing EBITDA or Consolidated Net Income in any period to the extent non-cash gains relating to such income were deducted in the
calculation of EBITDA pursuant to Item (C)(3) below for any previous period and not added back
  
	  	$                    
 

	 	  	 	  	 (j) Interest Expense
for such period
  
	  	$                    
 

	 	  	 	  	 (k)  to the
extent covered by insurance and actually reimbursed in cash, expenses with respect to liability or casualty events
  
	  	$                    
 

	 	  	 	  	 (l) any proceeds of a
business interruption insurance claim actually received in cash and solely to the extent replacing lost profits
  
	  	$                    
 

	 	  	 	  	 (m) any losses or start-up costs or expenses (excluding marketing costs and expenses funded or reasonably and in good faith expected to be funded with amounts contributed by franchisees in to marketing funds) incurred and reducing
Consolidated Net Income for such period; provided that with respect to any test period, such amounts (A) be solely and directly attributable to any brand acquired by Borrower or any other Loan Party during the trailing twelve month period
following the acquisition of such brand, (B) shall not exceed an amount equal to (i) $1,000,000 with respect to any brand in any period, (ii) $5,000,000, in the aggregate for all brands in any period ending on or prior to June 30, 2019, (iii)
$2,500,000 in the aggregate for all brands in any period ending after June 30, 2019 but on or prior to December 31, 2019, (iv) $1,500,000 in the aggregate for any period ending after December 31, 2019 but on or prior to March 31,
2020, (v) $1,000,000 in the
	  	$                    
 


  
  

31, 2019, (ii) 35% of EBITDA for any period ending after March 31, 2019 but on or prior to June 30, 2019, (iii) 30% of EBITDA for any period ending
after June 30, 2019 but on or prior to September 30, 2019, (iv) 25% of EBITDA for any period ending after September 30, 2019 but on or prior to December 31, 2019 and (iv) 10% of EBITDA for any period ending thereafter 

Exhibit B - 6 













							
	     
	  	 	  	 aggregate for
any period ending after March 31, 2020 but on or prior to June 30, 2020 and (vi) $0 in the aggregate for an period ending after June 30, 2020 and (C) be supported by documentation to the satisfaction of the Administrative
Agent
  
	  	 
	 	  	 	  	 (n)  solely
with respect to the testing of financial covenants all reasonable and documented fees or expenses incurred or paid by Holdings, Borrower or any Subsidiary in connection with the consummation of the Original Related Transactions, including payments
to officers, employees and directors as change of control payments, severance payments and charges for repurchase or rollover of, or modifications to, stock options, provided that such fees or expenses shall not (together with all adjustments
pursuant to clause (xiii)) exceed $3,955,000 in the aggregate and shall be incurred within 180 days of the Closing Date
  
	  	 
	 	  	 	  	 (o)  all
reasonable and documented fees, costs, charges or expenses incurred or paid by Holdings, Borrower or any Subsidiary in connection with the consummation of the Closing Date Acquisition, including payments to officers, employees and directors as
change of control payments, severance payments and charges for repurchase or rollover of, or modifications to, stock options; provided that such fees, costs, charges or expenses shall not exceed $5,000,000 in the aggregate and shall be incurred
within 180 days of the Closing Date
  
	  	 
	 	  	 	  	 (p)  to the
extent funded with proceeds of Incremental Loans and deducted from Consolidated Net Income, up to $10,000,000 invested by the Borrowers on or prior to December 31, 2019 in franchisees in exchange for longer contract terms from such
franchisees
  
	  	 
	 	  	3.	  	 Minus:
	  	 
	 	  	 	  	 (a)  non-cash gains increasing Consolidated Net Income of such Person for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash
item that reduced EBITDA in any prior period
  
	  	
$                    

 


 Exhibit B - 7 













											
	 	 	 	  	
(b)  any non-cash gains with respect to cash actually received in
a prior period unless such cash did not increase EBITDA in such prior period
  
	  	   
	$                    
  
	 
 

	 	 	 	  	
(c)  extraordinary gains and unusual or non-recurring gains (less
all fees and expenses relating thereto)
  
	  	   
	$                    
  
	 
 

	 	 	 	  	
(d)  in each case to the extent included in determining such Consolidated Net Income for such period and
without duplication, the amount of positive EBITDA of Subsidiaries that have not guaranteed the Obligations hereunder and provided Liens on their assets securing the Obligations for such period

 
	  	   
	$                    
  
	 
 

	 	 	4.	  	 Total (EBITDA)8 
  
	  	   
	$                    
  
	 
 

	
D.
	 	 Section 6.2.2(a)(iv) – Excess Cash Flow9 

 
	  			
	 	 	1.	  	 EBITDA (from Item C(4)
above)
  
	  	   
	$                    
  
	 
 

	 	 	2.	  	 the amount of positive
EBITDA of Subsidiaries that have not guaranteed the Obligations hereunder and provided Liens on their assets securing the Obligations for such period in an amount not to exceed the amount of cash distributed by such Subsidiary to a Loan Party during
such period
  
	  	   
	$                    
  
	 
 

	 	 	3.	  	 any net decrease in the
Working Capital Adjustment during
  
	  	   
	$                    
  
	 
 


  
  

8 Notwithstanding the foregoing, the amount added to EBITDA pursuant to
Section 1.3(c) of the Credit Agreement, Items C(2)(c), C(2)(f) (other than pursuant to Item C(2)(f)(1)), C(2)(g) and C(2)(h) may in the aggregate not exceed (i) 55% of EBITDA of Holdings and its Subsidiaries for any period ending on or prior to
December 31, 2018 (provided that EBTIDA attributable to Pure Barre shall not exceed $6,000,000 of such amount), (ii) 50% of EBITDA of Holdings and its Subsidiaries for any period ending after December 31, 2018 but on or prior to
March 31, 2019 (provided that EBTIDA attributable to Pure Barre shall not exceed $6,000,000 of such amount), (iii) 45% of EBITDA of Holdings and its Subsidiaries for any period ending after March 31, 2019 but on or prior to June 30,
2019 (provided that EBTIDA attributable to Pure Barre shall not exceed $6,000,000 of such amount), (iv) 40% of EBITDA of Holdings and its Subsidiaries for any period ending after June 30, 2019 but on or prior to September 30, 2019
(provided that EBTIDA attributable to Pure Barre shall not exceed $6,000,000 of such amount), (v) 35% of EBITDA of Holdings and its Subsidiaries for any period ending after September 31, 2019 but on or prior to December 31, 2019 (provided
that EBTIDA attributable to Pure Barre shall not exceed $6,000,000 of such amount), and (vii) 20% of EBITDA of Holdings and its Subsidiaries for any period ending thereafter. 

9 Only for annual financials 

 

  
 Exhibit B - 8 














											
	 	 	 	 	 	  	 such period

 
	  	 	 	 
	 	 	 	4.	 	  	scheduled repayments of principal of the Term Loans and other Funded Debt (other than payments of revolving Debt that do not include a
dollar-for-dollar commitment reduction) permitted under the Credit Agreement and made during such period	  	$	                     	 
	 	 	 	 	 	  	 	  	 	 	 
	 	 	 	5.	 	  	voluntary prepayments of the Term Loan pursuant to the Credit Agreement during such period and voluntary prepayments of the Revolving Loans during such period that are accompanied by a dollar-for-dollar reduction of the Revolving Commitments	  	$	                     	 
	 	 	 	 	 	  	 	  	 	 	 
	            	 	 	6.	 	  	cash payments permitted under the Credit Agreement and made during such period with respect to unfinanced (whether with equity or Debt) Capital Expenditures	  	$	                     	 
	 	 	 	 	 	  	 	  	 	 	 
	 	 	 	7.	 	  	all income and franchise taxes paid in cash by the Loan Parties during such period (including, without limitation (but without duplication), Tax Distributions) net of refunds actually received in cash during such period	  	$	                     	 
	 	 	 	 	 	  	 	  	 	 	 
	 	 	 	8.	 	  	cash Interest Expense (net of interest income) of the Loan Parties during such period	  	$	                     	 
	 	 	 	 	 	  	 	  	 	 	 
	 	 	 	9.	 	  	in each case solely to the extent added in determining EBITDA for such period and without duplication of any of the foregoing, any other amounts paid in cash and added back to EBITDA pursuant to the definition thereof	  	$	                     	 
	 	 	 	 	 	  	 	  	 	 	 
	 	 	 	10.	 	  	any net increase in Working Capital Adjustments during such period	  	$	                     	 
	 	 	 	 	 	  	 	  	 	 	 
	 	 	 	11.	 	  	cash payments (not financed with the proceeds of Equity (including the Available Amount) or Debt other than Revolving Loans) made in such period with respect to Permitted Acquisitions	  	$	                     	 
	 	 	 	 	 	  	 	  	 	 	 
	 	 	 	12.	 	  	Sum of (1) through (3)	  	$	                     	 
	 	 	 	 	 	  	 	  	 	 	 
	 	 	 	13.	 	  	Remainder of (12) minus the sum of (4) through (11)	  	$	                     	 
	 	 	 	 	 	  	 	  	 	 	 
	 	 	 	14.	 	  	ECF Percentage multiplied by (13)	  	$	                     	 
	 	 	 	 	 	  	 	  	 	 	 
	 	 	 	15.	 	  	Voluntary prepayments of the revolving loans to the extent accompanied by a permanent reduction of the Commitments	  	$	                     	 


  
 Exhibit B - 9 














									
	 	 	 	  	 pursuant to Section 6.1.1 of the
Credit Agreement
  
	  	 	 	 
	            	 	16.	  	 Voluntary prepayments of the Term Loans pursuant to
Section 6.2.1 (excluding payments funded from the Available Amount) of the Credit Agreement
  
	  	$  
	                    
  
	   

	 	 	17.	  	 Remainder of (14) minus (15) minus (16)

 
	  	$  
	                    
  
	   


 III.      Borrower further certifies to you that [no Default
or Event of Default has occurred and is continuing].10 
 [Borrower hereby
notifies you pursuant to Section 5.7(f) of the Guaranty and Collateral Agreement that an application for the registration of the following Intellectual Property has been filed with [insert filing office]: [provide
description of Intellectual Property]] 
 IV.        Enclosed herewith is a
written statement of Holdings’ management setting forth a discussion of Holdings’ and its Subsidiaries’ financial condition, changes in financial condition and results of operations. 

Borrower Representative has caused this Certificate to be executed and delivered by its duly authorized signatory on _________, ____. 

 

			
	 XPONENTIAL FITNESS
LLC



 
			
		
	By:	 	 


 
			
	Name:	 	 


 
			
	Title:	 	 


  
  

 
 10 If a Default or Event of default has occurred and is continuing describe the Default or Event of Default and the steps, if any, being taken to cure it. 

  
 Exhibit B - 10 













 EXHIBIT C 

ASSIGNMENT AND ASSUMPTION 

This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth
below and is entered into by and between [the][each] 11 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]12 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees] 13 hereunder are several and not joint.] 14 Capitalized terms used but not defined herein shall have the meanings given to them in the Second
Amended and Restated Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby
agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. 

For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the
respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement,
as of the Effective Date inserted by Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as
Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the
Assignor][the respective Assignors] under the respective facilities identified below (including, without limitation, the Letters of Credit included in such facilities 15 ) and (ii) to the
extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any
Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the
foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the
rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above 

 
 11 For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from
multiple Assignors, choose the second bracketed language. 
 12 For bracketed language
here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee, choose the first bracketed language. If the assignment is to multiple Assignees, choose the second bracketed language. 

13 Select as appropriate. 

14 Include bracketed language if there are either multiple Assignors or
multiple Assignees. 
 15 Include all applicable subfacilities. 

  
 Exhibit C - 1 













 being referred to herein collectively as [the][an] “Assigned
Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor. 

 

					
	1.    	  	 Assignor[s] 
	  	
                       
                 

		  		  	
                       
                 

			
	2.	  	 Assignee[s] 
	  	
                       
                 

		  		  	
                       
                 

		  		  	[for each Assignee, indicate [Affiliate][Approved Fund] of [identify Lender]]
			
	3.	  	 Borrower(s):
	  	Xponential Fitness LLC, a Delaware limited liability company and St. Gregory Holdco, LLC, a Delaware limited liability company
			
	4.	  	 Administrative Agent:    
	  	Monroe Capital Management Advisors, LLC, as the administrative agent under the Credit Agreement
			
	5.	  	 Credit Agreement:
	  	Second Amended and Restated Credit Agreement, dated as of October 25, 2018 among the Borrowers, the other Loan Parties party thereto, the Lenders from time to time party thereto, and Monroe Capital Management Advisors, LLC, as
Administrative Agent
			
	6.	  	 Assigned Interest:
	  	

  

													
	Assignor[s]16
 	  	Assignee[s]17	  	Facility
Assigned18 	  	Aggregate
Amount of
Commitment /
Loans for all
Lenders19 	  	Amount of
Commitment /
Loans Assigned	  	Percentage
Assigned of
Commitment/
Loans20 	  	CUSIP Number
	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	  	  	  	
                

 
	  	
$                    

 
	  	
$                    

 
	  	
                 %

 
	  	  
	  	  	  	  	
                

 
	  	
$                    

 
	  	
$                    

 
	  	
                 %

 
	  	  
	  	  	  	  	
                

 
	  	
$                    

 
	  	
$                    

 
	  	
                 %

 
	  	  

  

 
 16 List each Assignor, as appropriate. 
 17 List each Assignee, as appropriate. 

18 Fill in the appropriate terminology for the types of facilities under the Credit
Agreement that are being assigned under this Assignment (e.g. “Revolving Commitment”, “Term Loan Commitment”, etc.). 
 19 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective
Date. 
 20 Set forth, to at least 9 decimals, as a percentage of the
Commitment/Loans of all Lenders thereunder. 

  
 Exhibit C - 2 














									
	7.	  	 [Trade Date:
	  	 	 	]21	  	

 Effective Date:
                                         
   , 20     [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 

The terms set forth in this Assignment and Assumption are hereby agreed to: 

 

			
	 ASSIGNOR

	
	 [NAME OF
ASSIGNOR]



 
			
		
	 By:
	 	 


 
			
	 Name:
	 	 


 
			
	 Title:
	 	 


 
			
	
	 ASSIGNEE

	
	 [NAME OF
ASSIGNEE]



 
			
		
	 By:
	 	 


 
			
	 Name:
	 	 


 
			
	 Title:
	 	 


  

			
	 [Consented to and]22
Accepted:

	
	 MONROE CAPITAL MANAGEMENT ADVISORS,

	 LLC, as Administrative
Agent



			
		
	 By:
	 	 


			
	 Name:
	 	 


			
	 Title:
	 	 

  
  

21 To be completed if the Assignor and the Assignee intend that the
minimum assignment amount is to be determined as of the Trade Date. 

22 To be added only if the consent of Administrative Agent is required by
the terms of the Credit Agreement. 

  
 Exhibit C - 3 














			
	[Consented to]23 


			
	
	 
		
	 By:
	 	 


			
	 Name:
	 	 


			
	 Title:
	 	 

  
  
  

 
 23 To be added only if the consent of Borrower and/or other parties (e.g. Issuing Lender) is required by the terms of the Credit Agreement. 

 

  
 Exhibit C - 4 













 ANNEX 1 TO ASSIGNMENT AND ASSUMPTION 

[___________________]24 

STANDARD TERMS AND CONDITIONS FOR 

ASSIGNMENT AND ASSUMPTION 

1.         Representations and Warranties. 

1.1       Assignor.  [The][Each] Assignor (a) represents and
warrants that (i) it is the legal and beneficial owner of [the][[the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full
power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements,
warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral
thereunder, (iii) the financial condition of Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by Borrower, any of its Subsidiaries or
Affiliates or any other Person of any of their respective obligations under any Loan Document. 

1.2       Assignee.  [The][Each] Assignee (a) represents and
warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit
Agreement, (ii) it meets all the requirements to be an assignee under the Credit Agreement (subject to such consents, if any, as may be required under the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the
provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire
assets of the type represented by [the][such] Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] Assigned Interest, is experienced in acquiring assets of such type,
(v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section __ thereof, as applicable, and such other
documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, and (vi) it has, independently and without
reliance upon Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such]
Assigned Interest; and (b) agrees that (i) it will, independently and without reliance upon Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in 
  

 
 24 Describe Credit Agreement at option of Administrative Agent. 
  

  
 Exhibit C - 5 













 accordance with their terms all of the obligations which by the terms of the Loan Documents
are required to be performed by it as a Lender. 
 2.       Payments.  From
and after the Effective Date, Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts
which have accrued to but excluding the Effective Date and to [the][the relevant] Assignee for amounts which have accrued from and after the Effective Date. 

3.       General Provisions.  This Assignment and Assumption shall be binding
upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed
counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in
accordance with, the law of the State of Illinois, without regard to conflict of laws principles of such State. 
  

  
 Exhibit C - 6 













 EXHIBIT D 

FORM OF NOTICE OF BORROWING 

To:     Monroe Capital Management Advisors, LLC, as Administrative Agent 

Please refer to the Second Amended and Restated Credit Agreement dated as of October 25, 2018 (as amended, restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”) among Xponential Fitness LLC, a Delaware limited liability company, St. Gregory Holdco, LLC, a Delaware limited liability company, any Person from time to time
joined thereto as a borrower party in accordance with the terms thereof, the other Loan Parties party thereto, the financial institutions that are or may from time to time become parties thereto and Monroe Capital Management Advisors, LLC, as
Administrative Agent. Terms used but not otherwise defined herein are used herein as defined in the Credit Agreement. 
 The
undersigned hereby gives irrevocable notice, pursuant to Section 2.2.2 of the Credit Agreement, of a request hereby for a borrowing of Revolving Loans as follows: 
  

	 	i.	 The requested borrowing date for the proposed borrowing (which is a Business Day) is ______________, ____.



  

	 	ii.	 The aggregate amount of the proposed borrowing is $______________. 



 

	 	iii.	 The type of Loans comprising the proposed borrowing are LIBOR Loans. 



 

	 	iv.	 The duration of the Interest Period for each LIBOR Loan made as part of the proposed borrowing, if
applicable, is one month. 


 The undersigned hereby certifies (solely in his/her capacity as an officer of
the Borrower Representative, and not in his/her personal capacity) that on the date hereof and on the date of borrowing set forth above, and immediately after giving effect to the borrowing requested hereby: (i) no Default or Event of Default
has occurred or is continuing under the Credit Agreement; (ii) each of the representations and warranties contained in the Credit Agreement and the other Loan Documents is true and correct in all material respects as of the date hereof without
duplication of any “material” or “Material Adverse Effect” qualifier, except to the extent stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material
respects (without duplication of any “material” or “Material Adverse Effect” qualifier) as of such earlier date; and (iii) the Loan Parties are and shall be in compliance on a pro forma basis with the financial covenants set
forth in Section 11.14 computed using the covenant levels and financial information for the most recently ended quarter for which information is available. 

  
 Exhibit D - 1 













 Borrower Representative has caused this Notice of Borrowing to be executed
and delivered by its signatory thereunto duly authorized on ___________, ______. 
  

			
	 XPONENTIAL FITNESS LLC

 



 
			
		
	 By:
	 	 


 
			
	 Name:
	 	 


 
			
	 Title:
	 	 



  
 Exhibit D - 2