PureBarre - 2016-04-01 - FDD (Pre-XPOF)

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FRANCHISE DISCLOSURE DOCUMENT 0 4 20^6
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PB Fiaiichising LLC Qepartmem jnt of

a Delawaic hmited liability C(pu5mn)e|ss Overs g
100 Dunbai Siieet Suite 301 ^
Spaitanbuig, South Caiolina 29306 }
(864) 594-5712 |
WWW pill ebai 1 e com !
The fianchise is toi the development and opeiation ot an e\eicise and woikout studio using thej Puie
Bane business system
The total investment necessary to begin opeiation ot a Pure Barre studio is

$27-5.000282.000 This includes $48-^0050 700 to $55 200 that must be paid to the franchisoi oi its
affiliates
If in oui discietion we giant the right to develop multiple units the total investment necessaiy undei
the Multi-Unit Development Agicement is on a 2 to
I,
7 studio commitment but depending on the actual number of Puie Barre studios you agree to develop)
This entire amount must be paid to the franchisor or its affiliates We ciedit the estimated $40,000 to
$140,000 development fee portion, in $20,000 increments, toward the initial fianchise fee that is due as
franchise agreements are signed until the aggregate amount of these credits equals the development fee
This disclosure document summarizes certain provisions of your franchise agreement and other
information in plain English Read this disclosure document and all accompanying agreements
carefully You must receive this disclosuie document at least 14 calendai days before you sign a
binding agreement with or make any payment to, the franchisoi oi an affiliate m connection with the
pioposed fianchise sale Note, however, that no governmental agency has verified the information
contained in this document
You may wish to leceive youi disclosure document in anothei foimat that is more convenient foil you
To discuss the availability of disclosuie in different formats contact Martha Albergotti at 100 Dunbai
Street, Suite 301 Spartanbuig, South Carolina 29306 and (864) 594302- 57238023
The terms of youi contiact will govern youi fianchise lelationship Don t lely on the disclosuie I
document alone to iindeistand your contiact Read all ot youi contract(s) caiefully Show youi contract
and this disclosuie document to an advisoi like a lawyei oi an accountant j
Buying a fianchise is a complex investment The infoimation m this disclosuie document can help you
make up youi mind Moie inloimation on tianchismg such as ‘A Consumei s Guide to Buying a
Fianchise which can help you undeistand how to use this disclosuie document is available fiom the
Fedeial Tiade Commission You can contact the FTC at I-877-F fC-HELP oi by wi iting to the FTC at
600 Pennsylvania Avenue NW Washington D C 20580 You can also visit the F fC s home page at
WWW ftc gov foi additional infoimation Call youi state agency oi visit youi public libiary for othei
sources of infoimation on franchising
Theie may also be laws on fianchising in youi state Ask youi state agencies about them
1
Issuance Date Maich 18 2045 as an^nded Mav 7 2015 Aniil I 2016
Pun. B lilt
2013 0-12016 I DP
This document was downloaded from franchimp.com. All the information on this website is published in good faith and for general information purpose only. FranChimp.com does not make any warranties about the completeness, reliability, and
1 168 001 Q0l'n212S I.VUil IS4
accuracy of this information. Any action you take upon the information you find on this website (FranChimp.com), is strictly at your own risk. We will not be liable for any losses and/or damages in connection with the use of our website.
STA FE COVER PAGE
Youi slate may have a lianchise law (hat lequiics a lianchisoi to legislei oi tile with a slate
fianchise administiatoi betoie olteimg oi selling m youi state REGIS IRA I JON Olj’ A
ERANCHISE BY A STATE DOES NOT MEAN 1 HAT I HE SIATE RECOMMENDS IHE
FRANCHISE OR HAS VERIFIED THE INFORMATION IN I HIS DISCLOSURE
DOCUMENT
Call the state fianchise administratoi listed in Exhibit G toi infoimation about the ITanchisoi oi
about Jianchising in your state
MANY FRANCHISE AGREEMENTS DO NOT ALLOW YOU FO RENEW

UNCONDITIONALLY AFTER THE INITIAL TERM EXPIRES YOU MAY HAVE TO
SIGN A NEW AGREEMENT WITH DIFFERENT TERMS AND CONDITIONS IN ORDER
TO CONTINUE TO OPERATE YOUR BUSINESS BEFORE YOU BUY CONSIDER
WHAT RIGHTS YOU HAVE TO RENEW YOUR FRANCHISE, IF ANY AND WHAT
TERMS YOU MIGHT HAVE TO ACCEPT IN ORDER TO RENEW
Please consider the following RISK FACTORS before you buy this franchise
i
1 THE FRANCHISE AGREEMENT AND MULTI-UNIT DEVELOPMENT
AGREEMENT REQUIRE YOU TO RESOLVE DISPUTES WITH US BY
ARBITRATION OR LITIGATION ONLY IN OR WITHIN 50 MILES OF OUR
WHERE OUR PRINCIPAL PLACE OF BUSINESS IS THEN LOCATED
(CURRENTLY IN SOUTH CAROLINA) OUT-OF-STATE ARBITRATION OR
LITIGATION MAY FORCE YOU TO ACCEPT A LESS FAVORABLE
SETTLEMENT FOR DISPUTES IT MAY ALSO COST YOU MORE ,TO
ARBITRATE OR LITIGATE WITH US IN OR WITHIN 50 MILES OF WHERE OUR
PRINCIPAL PLACE OF BUSINESS IS THEN LOCATED THAN IN YOUR OWN
STATE
2 THE FRANCHISE AGREEMENT AND MULTI-UNIT DEVELOPMENT

AGREEMENT STATE THAT SOUTH CAROLINA LAW GOVERNS THE
AGREEMENTS, AND THIS LAW MAY NOT PROVIDE THE SAME
PROTECTIONS AND BENEFITS AS LOCAL LAW YOU MAY WAN 1 TO
COMPARE THESE LAWS
3 YOU WILL BE OBLIGATED TO GENERATE A CERTAIN MINIMUM GROSS

SALES VOLUME IN EACH CALENDAR YEAR IL YOU DO NOT GENERATE
THESE MINIMUM AMOUNTS WE WILL HAVE THE RIGHT 10 TERMINATE
T HE FRANCHISE AGREEMENT
IT YOU DECIDE fO DEVELOP A SPECIFIC NUMBER OFU^RANGHISESÔU MUST

ALSO SIGN AN \GREEMENT WITH OUR AFFILIATE^ND-P-A-Y THEM A-FEE
TO ALLOW THEM TO DEVELOP YOUR OUTLET-ON-YOUFUBEHAUF
Purt 13 im.
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i '5-YOUR SPOUSE MUST CONSENT 10 YOU SIGNING A GUARANIY WHICH
PLACES YOUR SPOUSE S INTERESTS IN THE MARITAL ASSEIS AT RISK IL
YOUR FRANCHISE FAILS
I
1 6-YOU MUST COMPLY WITH MINIMUM AND MAXIMUM PRICES SET BY THE
FRANCHISOR FOR THE GOODS AND SERVICES YOU SELL THIS
REQUIREMENT MAY REDUCE YOUR ANTICIPATED REVENUE AND NEl
INCOME
£ 7-THERE MAY BE OTHER RISKS CONCERNING THIS FRANCHISE

1
The eflective dates ot this disclosure document in the states with tianchise legistiation laws in
which we have sought registration oi exemption appeal on the Following page i
Puri, R irrt
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STATE EFFECTrVE DATES
I
T he lollowing stales lequiic that the Disclosuie Document be icgisteied oi filed with the state oi
be exempt horn legistiation Caliloinia llav\aii Illinois Indiana Maiyland Michigan
Minnesota New Yoik Noith Dakota Hhode Island South Dakota Viiginia Washington'and
Wisconsin
1 his disclosuie document is legisleicd on file oi exempt iiom legistiation in the following states
having fianchisc legistiation and disclosuie laws with the following effective dates- '
California Apiil 13. 2015. as amended Max 8 20l5Pending
Hawaii March 26 2015. as amended Mav 1-5 2015Pending
Illinois March 19 2015 as amended Mav 8 20I5Apii14 2016
Indiana March 19. 2015. as amended Mav 7- 2015April 4 2016
Maryland March 25. 2015. as amended June l- 2015Pending
Michigan March 18, 2045, as amended May 7, 2015
Minnesota March 23-, 20F5; as amended May f-3; 2015
New York Apiil 2, 2015, as ame-oded July 21, 2015
North Dakota March 2d, 204-5, as amended May 22, 2015
Rhode island March-l-9, 2015, as amended Ma> 8 2015
South Dakota Maich-1-9, 2015, as amended May 7-2015
Mrginia March 19, 2015 as amended May 15, 2015
WashingtonMichigan Apiil20 201-5-as amended lime 1 3MS20\6
Minnesota Pending
New Yoik Pending
Noith Dakota Pending
Rhode Island Pending
South Dakota Aniil4.2016
Viiamia Pending
Washington Pending
Wisconsin Maich 18 2015 as amended Mav 7 2015Apii1 1 2016
Pure a irrc
20b 0^2016 rPD
1168 001
accuracy of this information. Any 00^\122I2S-13/I421I v4 you find on this website (FranChimp.com), is strictly at your own risk. We will not be liable for any losses and/or damages in connection with the use of our website.
action you take upon the information
[n dll othei slates llial do not icqum. leîsliation the cllcctive date ol this disclosuic document is
the issuance date ol Maichl8 2015 as amended May 7-201 oAniil I 2016
Pure Uarri.
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THE FOLLOWING \PPLY TO
TRANSACTIONS GOVERNED BY
THE MICHIGAN FRANCHISE INVESTMENT LAW ONLY
I
NIC STAIC or MICHIGAN PROIIIBIIS CERTAIN UNCAIR PROVISIONS THAI ARC

SOMETIMES IN rRANCIIISE DOCUMENTS IF ANY OF THE FOLLOWING PROVISIONS ARE
IN THESE FRANCHISE DOCUMENTS THE PROVISIONS ARE VOID AND CANNOI BE
ENFORCED AGAINST YOU
(a) A piohibition on the tight ol a fianchisee to join an association of tianchisees
(b) A leqiiiicment that a Tianchisec assent to'a lelease, assignment novation waiveii oi
estoppel which depiives a tianchisee ol lights and piotections piovided m the Michigan Fianchise
Investment Act This shall not piecludc a Tianchisee aftei enleimg into a hanchise agieement fiom
settling any and all claims I
I
(c) A piovision that peimits a tianchisor to teimmate a Tianchise before the expiration of its
term except toi good cause Good cause shall include the failuie of the franchisee to comply with any
lawful provision of the fianchise agieement and to cure this failure aftei being given wiitten notice
thereof and a reasonable opportunity, which m no event need be moie than 30 days to cure this failuie
(d) A provision that peimits a franchisor to'refuse to renew a franchise without fairly
compensating the fianchisee by lepurchase or other means for the fair market value at the time of
expiration of the fianchisee’s mventoi^, supplies equipment, fixtures, and furnishings Personalized
materials which have no value to the franchisoi and inventory, supplies, equipment, fixtures, and
furnishings not leasonably required m the conduct of the franchise business are not subject to
compensation This subsection applies only if (i) the teim of the franchise is less than 5 yeais and
(ii)the fianchisee is piohibited by the tianchise oi oth'ei agreement lioni continuing to conduct
substantially the same business under anothei tiademaik, seryice mark, trade name, logotype, advertising,
Ol othei commeicial symbol in the same area subsequent to the expiration of the franchise oi the
fianchisee does not leceive at least 6 months advance notice of fianchisoi’s intent not to lenew the
fianchise
(e) A piovision that peimits the fianchisor to lefuse to lenew a fianchise on teims geneially
available to othei fianchisees ot the same class oi type under similai cncumstances This section does not
lequiie a lenewal piovision |
(I) A piovision lequirmg that aibitiation oi litigation be conducted outside this state This
shall not pieclude the tianchisee fiom enleimg into an agieement at the time ot aibitiation to conduct
arbitiation at a location outside this state
(g) A piovision which peimits a lianchisoi to i|eluse to peimit a transfei of owaieiship of a

fianchise except loi good cause This subdivision does not pi event a fianchisoi fiom exeicismg a light
ot fust refusal to puichase the fianchise Good cause shall include but is not limited to I
i 1
(i) I he failuie ot the pioposed tiansfeiec to meet the tianchisoi s then-cuiient
leasonable qualifications oi standaids
(n) 1 he lact that the proposed tiansfeiee is a competitoi of the fianchisoi oi

subfianchisoi l
Pure B irre
This document was 2Q1-S 0->2QI6
downloaded I DD
from franchimp.com. All the information on this website is published in good faith and for general information purpose only. FranChimp.com does not make any warranties about the completeness, reliability, and
1 168 001Any 00
accuracy of this information. I\I22I3S
action i .vusiia
you take upon a you find on this website (FranChimp.com), is strictly at your own risk. We will not be liable for any losses and/or damages in connection with the use of our website.
the information
(m) I Ik- unwillingness of the pioposeci tiansleice to agiee in uiiting to eoniplv with
all lawlul obligations |
(iv) I he lailiiie of the liandnsee oi pioposcd tiansleice to pav an> sums owing to the
tianchisoi oi to cine any delanit m the lianchise agiecment existing at the time ol the pioposcd
tianslei
(h) A provision that lequiies the tranehisee to lesell to the fianchisoi items that aie not
uniquely identified with the lianchisoi This subdivision does not piohibit a piovision that giants jto a
fianchisoi a light oi fiist letiisal to pin chase the assets of a Iranchisc on the same teims and conditions as
a bona fide third party willing and able to puichase those assets noi does this subdivision piohiliit a
piovision that giants the fianchisoi the light to acqiiiie the assets of a fianchise foi the maiket oi
appraised value ol such assets if the lianchisee has bleached the lawful piovisions of the fianchise
agieement and has failed to cine the bieach m the mannei piovided m subdivision (c) '
I
(i) A piovision which peimits the fianchisoi to dncctly oi indnectK convey assign oi
otheiwise transfei its obligations to fulfill contiactual obligations to the iianchisee unless piovision has
been made foi piovidmg the leqiiiied contractual sei vices
I
If the fianchisoi’s most lecent financial statements! aie unaudiled and show a net worth of Jess
than $100,000, the franchisor shall, at the lequest of a franchisee, arrange for the esciow of initial
investment and other funds paid by the franchisee until the obligations to provide real estate,
improvements, equipment, inventory, training, or othei items included m the fianchise offering aie
fulfilled At the option of the franchisoi, a surety bond may be provided in place of escrow
THE TACT THAT THERE IS A NOTICE OF THIS OFFERING ON FILE WITH THE
ATTORNEY GENERAL DOES NOT CONSTITUTE APPROVAL RECOMMENDATION, OR
ENDORSEMENT BY THE ATTORNEY GENERAL
I
Any questions legaiding this notice should be diiected to
Michigan Altoiney GeneiaFs Office

ConsLimei Piotection Division
I
Attention Fianchise Section
G Mennen Williams Building, I”' Flooi
525 West Ottawa Street
Lansing, Michigan 48933
I elephonc Numbei 517-|373-7l 17 j
I 1
Note Despite subpaiagiaph (f) above we intend and we and you agree to fully entoice the aibitiation
piovisions of the Multi-Unit Development Agieement and the Fianchise Agieement We believe that
paiagiaph (f) is uncoiistitutional and cannot pieclude us from enfoicmg these arbitiation piovisions You
acknowledge that we will seek to enforce this section as w'l itten
Pure UariL
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1168 001
accuracy of this information. Any00PI22.t?8 I VI40n
action you take upon 4 you find on this website (FranChimp.com), is strictly at your own risk. We will not be liable for any losses and/or damages in connection with the use of our website.
the information
TABLE OP CONTENTS
HEM Pace
ITEM! 1 HE FRANCHISOR AND ANY PAREN IS PREDECESSORS AND

AFFILIATES 1
ITEM 2 BUSINESS EXPERIENCE 4
ITEMS LITIGATION 6
ITEM 4 BANKRUPTCY 6
ITEMS INITIAL FEES %1
ITEM 6 OTHER FEES 8
ITEM? ESTIMATED INI UAL INVES IMENT
ITEM 8 RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES 30^
ITEM 9 FRANCHISEE S OBLIGATIONS 23
ITEM 10 FINANCING 30
ITEM 11 FRANCHISOR S ASSISTANCE, ADVERTISING, COMPUTER SYSTEMS
AND TRAINING TOIL
ITEM 12 TERRITORY 38
ITEM 13 TRADEMARKS 44^
ITEM 14 PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION 43
ITEM 15 OBLIGATION TO PARTICIPATE IN THE AC I UAL OPERA TION OF
THE FRANCHISE BUSINESS 44
I TEM 16 RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL 45
ITEM 1 7 RENEWAL TERMINA TION TRANSFER AND DISPU TE RESOLU1 ION 46
ITEM 18 PUBLIC FIGURES 63
ITEM 19 FINANCIAL PERFORMANCE REPRESENTATIONS 63
I TEM 20 OUTLETS AND FRANCHISEE INFORMATION 65
ITEM 21 FINANCIAL SI AILMENTS 71
ITEM 22 CONTRACTS 72
ITEM 23 RECEIPTS 72
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EXHIBITS
Exhibit A Option Agieemcnl

Exhibit B Eianchise Agiecment
Exhibit C Multi-Unit Dc\elopmcnt Agieement
Exhibit D Financial Statements I
Exhibit E List ot Fianchisees

Exhibit F Fable ot Contents foi Opeiations Manuals
Exhibit G State Agencies/Agents toi SeiviceOfot Piocess
Exhibit H State Addenda and AgieementRiders
Exhibit I Consent to Tianster
Exhibit I General Release (Sample)
Exhibit K Repiesentations and Acknowledgment Statement
Exhibit L Renewal Addendum |
Exhibit M Receipts i
Applicable state law may requiie additional disclosuresirelated to the mfoimation contained in
this disclosure document These additional disclosuies if any, appear in Exhibit H
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11 EM 1 niE FRANCHISOR AND ANY 'ÂREN I S PREDECESSORS
AND AFFILIATES
To simplily tins discloSLiie document we oi ‘us means PB Fianchising LLC the liancliisoi
You means the peison oi a legal entity such as a coipoiation paitneiship limited liability
company oi othei business entity who is buying the lianchisc The lianchise vou would acquiic
IS leteried to as youi Studio
Our Business
We conduct business under the name Puie Baiie Our piincipal business addiess is 100 Dunbai
Stieet, Suite 301, Spartanbuig South Caiolina 29306 We aie a Delawaie limited liability
company toimed on Septembei 20 2012 We aie a wholly owned subsidiaiy of Pure Baite LLC
(t/k/a PB Holdco, LLQ (‘ Parent ) Fianchismg undei the name Puie Bane is the only business
activity we conduct We have no piioi business activities We do not operate businesses ol the
type being tianchised but oui affiliates do
On Octobei 11 2012 (the Closing Date ), undei the'tenns of an Asset Puichase Agieement
Paieiit purchased fiom Puie Bane Franchising, LLC (‘Piedecessor ) Puie Bane IP, LLC
(‘ Predecessor’s Licensor”), Puie Barre Product, LLC (“Piedecessor’s Pioduct Affiliate ’) and. the
individual owner of each of the foregoing entities substantially all of the assets of the Puie Barre
franchise system, including all franchise agreements, trademarks, service marks and other
intellectual property that comprise the Pure Bane franchise system and the Pure Barre biand (the
‘Transaction’) As pait of the Transaction Parent leceived owneiship of the trademarks and
service marks associated with the Pure Bane brand, contributed to us all of the franchise
agicements foi the operation of fianchised Puie Barre studios and licensed us to use and
subheense the use of the trademaiks and sei vices marks associated with the Puie Barre biand' As
a lesult, we became the fianchisoi of the Pure Bane franchise system and we now offer and Isell
fianchises for the operation of Puie Bane studios We have offered franchises foi Pure Bane
studios since the Closing Date I
Our agents foi seivice of piocess and then piincipal business addiesses aie identified m
Exhibit G
Predecessor and Predecessor’s Affiliates

I
Piedecessoi olfered lianchises loi Puie Bane studios from 2009 thiough the Closing Date
Piedecessoi conducted business undei its coipoiate name and undei the name ‘Puie Banc
Piedecessoi did not opeiate oi offei fianchises in any othei line of business Bcfoie the
Fiansaction Piedecessoi’s Licensoi owned the intellectual propeity associated w'lth the Puie
Bane concept including tiademaiks seivice marks commeicial symbols and logotypes which it
licensed to Piedecessoi foi Piedecessoi s use in fianchismg the Pure Bane concept Dunng
poitions of 2008 and 2009 and befoie Piedecessoi began offei mg franchises foi the Puie Bane
concept Puie Bane Licensing LLC ( Piedecessoi s Affiliate ) signed license agicements wnth 9
licensees which gianted them the right to operate Puie Bane studios Subsequently m 2009
Piedecessoi began opeiation of the fianchise system and sold fianchises lor the light to operate a
Puie Bane fianchised studio and some of the pieviously granted licensees conveited then license
Piia Bjm.
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into d liaiichise and signed a Irandiisc agieemeni with (he Picdecebsoi 01 Ihe oiiginal licensees
one continues to opeiate its Pine Bane studio undei its oiiginal license agiecments which was
assigned by Piedecessoi s Alfiliate to Piedeccssoi betoie the liansaction and which was latei
assigned to us as pair o1 the liansaction 1 he piiJcipal business addiess toi Piedecessoi
Picdccessoi s Affiliate Piedecessoi s Pioduct Affiliate and Piedecessoi s Licensoi was 2650
ISthStieet Denvei, Coloiado 80211 j
Paient Company and Affiliates '
We aie a wliolly owned subsidiaiy of Paient a Delaw'aie limited liability company Oui
affiliate PB Product, LLC a Delaware limited liabilit^y company (‘PB Pioduct ) souices and
distiibutes Puie Bane meichandisc loi sale to franchisees for lesale and directly to customeis
through the Puie Barre website and othei channels of distiibution Our affiliate PB OpCo, LLC
( PB OpCo ) a Delaware limited liabilitv company foimed on April 15 2013 opeiates Puie
Bane Studios and piovides constiuction management and development seivices m connection
with the development of the Puie Bane Studios that oui iianchisees commit to developing and
opening under a Multi-Umt Development Agreement (desciibed below) The puncipal business
address for Paient, PB Pioduct, and PB OpCo is the same as ours Parent PB Product and'PB
OpCo do not directly offer franchises in any line of business and do not otherwise conduct
businesses of the type offered to you m this disclosure document
I I
On May 1, 2015, under the terms ot a Unit Puichase Agreement, Barre tieldceMidco. LLC a
Delaware limited liability company, became the owner ot Parent The parent of Barre Midco.
LLC. IS Barre Holdco, LLC. a Delaware limited liability company, the parent of Barre Holdco.
LLC. IS CP Bane Holdings, Inc , a Delaware corporation-^ Tlhe parent of CP Baire Holdings,
Inc 5 IS FTNS Brands. LLC ttormeilv known as Fit Holdings, LLC), a Delawaie limited liabiiity
company, the parent of Fit HeldinasFTNS Brands LLp^ is Boutique Fitness Holdings, LLC, a
Delaware limited liability company, the parents of Boutique Fitness Holdings, LLC, are| (i)
Catterton Partners VII L P , a Delaware limited paifnership, (ii) Catterton Paitneis VI1 Oftshoie,
L P , an exempted limited partneiship formed under the laws ot the Cayman Islands, and (in)
Catteiton Partners VII Special Puipose L P , an exempted limited partnership foimed undei the
laws ot the Cayman Islands The principal address foi all ot the entities leteienced m this
paiagiaph is 599 West Putnam Avenue, Greenwich, Connecticut 06830 None ot the entities
desciibed m this paragiaph diiectly offers franchises m any line ot business but certain of then
affiliates ottei oi have offeied tianchises toi othei concepts as follows
Other Franchises Offered bv Affiliates of Oui Parent
The tollowmg affiliates ot oui paient ottei tianchises For othei lines of business None has evei
ooerated or offered franchises foi Pure Barre Studios '
Noodles & Company and its niedecessois have' since Mav 2003 ofteied fianchises foi
specialty ouick-service lestauiants that feature na.sta-based menu items As ot Decembei
31 2015 theie w'eie 70 fianchised Noodles & Company lestauiants in operation in the
United States
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Chi-ddai s Casual Cafee Inc ( Chcddai-o )-fS---d Delawaie coipuiat-ien w-iiose pi-incipal
business--add-iOSS—IS 6600-Campus Ciicle Di-i-vc G—Suite-560—b-ving—Pesas 75065
Cheddai s oneiales andhas since 1984 oUeied tianchises lull-seivice leslauiants that
opeiale undci the Cheddai s"‘ tiademaik and that olfei a vaiiel)' ol food and beveiages
including alcohol Cl-ieddai s has been opeiabng C-beddai-s-iestamants since 1979 and
granting Cheddai s iiai^hises-since 1984—Asi ol Decembei 31 2-01 12015 theie weie
6769 fianchised Cheddai s lestauiants in opeiation in the United States Gheddai s 'has
nevei- operated-ei gianted tianchises loi Pure Baire—It-also-has not granted fianchises in
any line of business othei than CheddaCs restauiants andin 2008 it sold a concept called
Fish Daddy s Gull House-P. loi which it had until that time sold bv-Cheddai s in
December 2008^tianchises
I I
Edible Blands LLC (-Edible”) is a Dela\saie limited liabibty company v\lx>se piincipal
business address is 9S-Baines-dload, Wallingford Connecticut 06d92—Edible started
opeijting units in-199-9 and—started Iranchismg units ip June-2001—Edibleandi its
predecessors have since 2001 sold tianchises |oi stores that produce dehvei letail, and
ship fruit bouquets chocolate dipped fruit, and i elated pioducts undei the name Edible
Arrangements In February 2012, Edible wa^ formed to effecâ merger vv4thj its
predecessor. Edible Arrangements Intefnational^, Inc- a Cormecticut corporation that has
been operating since June 2000 As of December 31, 3GE42015. there were -G1381.169
franchised Edible locations m the U S and Canada Edible has never operated or granted
franchises for a-Puie Barre It also has not granted franchises in any line of business other
than Edi-ble’s stoies and 70 locations in other countries
CoiePowei Yoga, LLC (“CPY-^rs a Colorado hmited-Iiabilrty whose piincrpal addiess is

2d3d West Caithness Place Denvei, Colorado^ 80244 ■ CP¥ started-operating units in
2-002 and started tianchising units m 2006^ tlnough its-wholly-owned subsidiary,
CoiePowei Yoga Franchising LLC (‘CPY£ Franchising ) a Colorado limited liability
company who shaies-rts prineipal addiess with CPY------CPY operates, and CPY
Franchising t has, since 2006. offered tranchisesj tor studios that otfer yoga and related
exeicise instiuction and courses, yoga teacher training piograms inteinet-based yoga
instiuction and ielated exeicise materials, off-site retieats, nutritional woikshops, related
activities and the sale of ielated pioducts undei the CoiePower Yoga® name CP-Y was
fei-med as-a coiporation-m Febiuar> 2002 in Colorado undei the name CorePowei Yoga
Iftfc—CPY changed its name to-CoiePowei Yoga, LLC and conveited to a limited liabilit>
company in lime 2005—As of December 311 20142015 theie were 2031 franchised
CorePowei Yoga studios in operation m the United States and 5 CoiePo\»»ei-Yega studios
in the Unrted States operating undei license agieements with CPY—CP-Y and CPY
Franchising have not gt-anted Franchises in an>' line ot business othei than CoieP-owei
Yoga studios
Ideal Image Development Coipoiation has, since 2004 otteied tianchises toi Ideal
Image” brand health and cosmetic treatment centers offering lemoval oi reduction of liaii
and othei cosmetic or health related sei vices, using lasei and othei technologies As of
Decembei 31 2015 theie were 17 franchised Ideal Image centeis in operation in the
United States
I’urc Bnrrc
This document was 2013 n^20lftlPP
downloaded from franchimp.com. All the information on this website is published in good faith and for general information purpose only. FranChimp.com does not make any warranties about the completeness, reliability, and
I 168 001 OOI\I22I2S 13/14211.4
Puit Barit’s Business .ind Fianchiscs Offered
As a liancliiscc you would be m ihc business o1 opeiatilig an exeicise and w'oikoul studio w'hieh
will oftei an exeicisc piogiam that piovides a total body w'oikout by tiained instiuctois in a
dassioom setting Ihc piogiam includes techniques and methods that aie piopiietan to Pai'cnt
and elements of Pilates veeights and ballet including using a ballet bane to peiloim small
isometric movements loi a sate low'-impact woikout that stiengthens and sculpts the body
w'lthout adding bulk The franchises opeiate undei the name ‘Puie Baire and othei tiademaiks
seivice marks logos and commeicial symbols we peiiodically authoiize (the Maiks’) do
acquiie a fianchise you must entei into a Fianchisc Agieement (the Tianchise Agieement”)
which IS attached as Exhibit B to this disclosuie document The Fianchise Agieement along
with our Iranchisec policy manuals (the Manuals ) which we may modify as we see fit govjein
the development and opeiation o1 yoiii Studio
We may in our discietion otlei you the right to entei into a Multi-Unit Development Agieement
(the Multi-Unit Development Agieement ), undei which you would agiee to acqiiiie a specified
numbei of fianchises and open, accoiding to a specified schedule (the Development Schedule )
a corresponding numbei ot Puie Barre Studios, each undei a sepaiate Franchise Agieement
within a specifically desciibed geographic tenitory (the ‘Development Aiea’) The foirn of
Multi-Unit Development Agreement you would sign, it we weie to make that opportunity
available to you, is attached as Exhibit C to this disclosure document For each Pure Barre Studio
you develop, you must sign our then-current tonn of Franchise Agreement, which may, be
different than the form we were using when you signed the Multi-Unit Development Agreement
In addition, under the Multi Unit Development Agreement,- you must allow our affiliate, PB
OpCe, to develop-each-Pure Barre Studio-fbr you The-servrees pievided-by PB QpCo include
site location, construction management, and cooidinating the acquisition of tumiturerTixtures,
equipment and opening inventor)' on your behalf—PB OpGo and you will be subject to a
Developmait Seivices Agreement which is attached to|the Multi Umt Development Agreement
as Attachment C In providing the seivices under the Development Services Agreement, PB
OpCo will be your agent and will have the authority to,sign certain documents and make certain
puichases on your behalf wathm a budget that you approve
As a Iranchisee, you must maintain at all times sufficient working capital and liquidity (i e cash
and cash equivalents) to develop and opeiate yoiii Studio without inteiiuption We leseive the
light to establish minimum levels ot liquidity and woiking capital leserves and you w'llll be
lequiied to comply with these minimum lequirements ,
I
' 1
Competition i I
The geneial maiket toi exeicise studios is well-developed Oui taiget customei base is young to
middle-aged women who aie inteiested m physical fitness and incieased strength and flexibility
and aie capable ot paiticipatmg in moderate to stienuous exeicisc Youi competition w'oiuld
include the geneial physical fitness mdustiy including health clubs gymnasiums yoga and
Pilates studios and othei fitness and woikout progiams as w'ell as othei exercise studios that
mcoipoiate a ballet bane in then piogiams The maiket for oui services is yeai-iound, but it wmII
fluctuate to some degiee depending on the time of year
I’lirc lidiTL
aoi3 0>20l6rnD
1168 001 00I\122I28 1.3/1411114
Depending on the juiisdiclion (liii indusU\ edii be subject to spccillc laws legulations and
licensing leqiinements including those undei business and piolessional licenses lacihty use the
teims ot agicements with ciistomeis the teims ol agiceijnents with employees health salet)^ and
weltaie sanitation smoking access by disabled peisons liic salcty and cmeigency
picpaicdness ta\cs and Iccs and adceitisemcnts and icpicscntations to the public Ceitain stales
and local governments have laws lelating specil’ically to health and Htncss clubs such as laws
icquiiing ceitain medical equipment (such as automated external defibiillalois) be on site at the
club and lequiiing bonds to be pin chased and/oi esciows to be established to piotecl consiimeis
who prepay foi membeiships You should investigate the laws and legulations that apply in your
area, and you may want to obtain a complete copy ot voui state s and olhei applicable statutes
and legulations and discuss them with yoiii altoincy
1 PEM 2 BUSINESS EXPERIENCE
Eric KuFel Chairman
Mr Kufel has been oui Chairman since Januaiv 2016 and Chan man and Chiet Executive Officer
for CPYF since January 2016. and he serves in these roles from Denver. Colorado Fiom April
2015 to December 2015, he was an Operating Partner tor Catterton Partners, in Greenwich.
Connecticut From August 2014 to April 2015. he was on sabbatical From April 2009 to August
2014, he was Chief Executive Officer for Van’s Natural Foods. Inc . in Phoenix. Arizona
Michelle Kluz. Chief Executive Officei
Ms Kluz has been Chief Executive Otficei toi us. our Parent. PB Product, and PB QpCo since
lanuarv 2016 Fiom Eebiuarv 2015 to December 20!l5. she was self-emoloved as a Private
Equity Advisoi in Middletown. Pennsylvania Fiom lulv 2012 to Januaiv 2015. she was Chief
Executive Officer of BB Retail Capital in Svdnev Australia Fiom September 2006 to lulv 2012.
she was a Principal with Boston Consulting Groun in New Yoik Citv. New York Ms K1 uz
selves in her oiesent capacities in Denvei. Colorado
Sloan Evans Chief ExeeutiveOperatinu Olficei

I
Ml Evans has been Chief ExecuttveOneiatim’ Otficei toi us our Paient, and-PB Pioduct fand
PB OpCo since January 2016 aftei having seived as Chief Executive Officei foi us and them
from Decembei 2012 to lanuarv 2016 Fiom August 2006 to Decembei 2012 Mi Evans was' the
Chief Financial Officei foi (ohnson Development Associates Inc, in Spaitanburg, South
Caiolina Mi Evans selves in his piesent capacities in Spartanbuig South Caiohna
Andy Wiight Chief Financial Officei
Ml Wiight has been Chief Financial Officei loi us oiii Paient and-PB Product and PB OdCo
I I
since March 2013 Fiom Februaiy 2006 to Match 2013, Mi Wiight was the Directoi of Finance
foi OTO Development in Spartanbuig South Carolina Mr Wiight serves in his piesent
capacities in Spartanburg, South Caiohna
Pure Bnrre
gOl^ 0»2f)l6IDn
1168 001 ooi\i2;n8 ivi4sm-i
Ljinie Belilz Vice Piesidcm o( Coiuoiatc Sliaieuv
Ms Belilz has been Vice Picsident ol Coipoiate Stiategy loi us-oin—Paicnl—and PB Pioduct
since Octobei 2013 Ms Belilz seived as Scnioi Dnecloi ol Piodiicl and Rclail loi us oui
Paicnl-and P-B Plodiêl tiom May 2013 lo Otlobei 2013 Ms Belilz seived as Dnecloi, ol
Opeiations foi us oui Paie-nl, and-PB P+ediicl fioni Oclobei 2012 lo May 2013 Ms Belilz
seived as Diiecloi ot Opeiations toi Predeccssoi fiom Apiil 2010 lo Seplembei 2012 Piem 3006
to 2010, Ms—Belilz was a-pilates-insliaetoi as an independent contiacloi in Los Angeles
Califoiwa and- Denver—Cel-oi ado- -Ms Belilz serves in hei picsent capacities in Den\ci
Coloi ado
Robin Hilliard Vice President of Real Estate
Ms Hilliard has been oui Vice Piesident ot Real Estate since lune 2013 Fiom Seplembei 2001
to tune 2013, she was Vice Piesident Regional- Leasing Dir-eeloi fei WenagarteH-R-ealt-^m
Houston, Texas
Martha Albersotti Vice Piesident ot Franchise Develonment '

I
Ms Albergotti has been oui Vice President of Franchise Development since Maich 2014 From
March 2013 to March 2014, she was our Director of Franchise Development From January 2012
to March 2013, she was Business Development Coordinator for the Carolina Panthers in
Charlotte, North Carolina From April 2011 to October 2011, she was Conference Manager jtor
Aspen Meadow Resort m Aspen, Colorado From August 2008 to March 2011, she was Project
Manager, Global Business Development loi the South Carolina Department of Commeice in
Columbia South Carolina
Molly Cashman DireetefSarah Meis. Vice Piesident ofMaiketinu J

I
Ms CashmanMeis has been our PHectoiVice President ot Marketing since March 2013 From
March 2011 to-Maich 2013,-she was Marketing Directot foi W-yehe, P-A—in Gieenvrtle South
Carolina Fiom Januar^'^2006-to Febn-tiar} 2011 she was Maiketmg Manager fer-CieateSpace- an
Amazon Company, in Char-leston-South-C-arolina November 2015 From Sentembei 2014 to
November 2015. she was Vice Piesident ot Markelinu 'for NatPets. LLC in Boulder. Coloiado
Before that she held the following positions with Van’s Natural Foods in Phoenix Arizona tat
Vice President of Maiketma IFebruaiv 2012 to Sentembei 20141. and fbl Diiectoi ot Maiketinu
ISentember 2010 to Februaiv 20121
Elizabeth Shulei Diiectoi ol Opeiations
Ms Shuler has been oui Director ot Operations since |lanuaiy 2015 Fiom November 2013' to
December 2014 she was a Franchise Consultant tor us Fiom lanuaiy 2014 to Octobei 2014 she
was Assistant Plannei and trom September 2011 to Decembei 2013 she was Meichandise
Assistant toi Belk, Inc , in Chailotte North Caiohna Fiom Septembci 2009 to May 2011 she
was a Buyei foi Maiy, Inc m Columbia South Carolina', i
Pure Barrc
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1168 001 001\122n8 1V14211 v4
Aliev K Witbusch Direcloi ol ficnichisc ConsiiltiuLr
Ms Wiebusch has been oiii Diiectoi ol fianchise Consulting since Iaiiuaiv2015 Fiom lanuai\
2014 to Pecembei 2014 she a fianchise Consultant foi us fiom lunc 2013 to Decembei 2013
she was a Real Estate Analyst loi us and liom Febiuaiv 2013 to liine 2013 she was an iiitein loi
us Fiom August 2009 to lune 2013 she was a student in Soaitanbui» South Caiolina Fiom
June 2012 to Seotembei 2012. Ms Wiebusch was a Financial Analyst intern toi Havden Harper
Inc in Charlotte. North Carolina Fiom Mav 2011 to Octobei 2011 she was a Business
Development Manaiêi for Wild Heait Vision in Helsinki Finland i
Rebecca (^BeckvJ Passin Chief Financial OHlcei fFTNS Brands LLC) j
Ms Passin has been Chiet Financial Oificer lor TfNS Brands. LLC and CPYF in Denvei
Colorado since Novembei 2015 and since that time, has also provided us with guidance^ on
certain financial practices and strategies that mav. Irom time to time impact oui tianchise
piQgram Fiom Mav 2015 to Novembei 2015. she was Chief Financial Otficei foi Pam Doctoi in
Phoenix. Aiizona From lune 2010 to Mav 2015. she was Chief Financial Officer and Chief
Opeiatinc Officei foi Van s Natural Foods. Inc in Phoenix Arizona
ITEM 3 LITIGAflON
On July 9, 2009, Came Rezabek Dorr and Pure Barre Licensing, LLC entered into a stipulated
desist and refrain ordei with the California Department of Coiporations captioned ‘The
California Corporations Commissionei v Pure Baire Licensing, LLC and Carrie Rezabek
before the Department of Corpoiations of the State of California, arising out of certain franchise
agieements enteied into by Piedecessoi’s Affiliate \Mth its California fianchisees Under the
temis of the stipulated order the respondents agieed to pay an admmistiative penalty ol three
thousand dollars and not to engage in any fianchise [sales beloie legistiation of a tianchise
otfenng with the state j
Othei than this action no litigation is lequired to be disclosed m this Item
HEM 4 BANICRuhcY
j
I i
No bankiLiptcy inloimation is lequiied to be disclosed in this Item
ITEMS INITIAL FEES
Option Fee
II you want to hold exclusive lights to a seaich aiea befoie signing the Fianchise Agieement you
and we may entei into an Option Agieement which lequiies you to pay us upon signing a tee ot
$5 000 ( Option Fee ) It >ou then elect to entei into ajFianchise Agieement we will apply the
Option Fee towaids the Initial Fee due undei the Franchise Agieement You will have 30 days
tiom the date you sign an Option Agieement and pay the $5 000 Option Fee in which to sign the
Fianchise Agieement If you enter into an Option Agieement but do not timely entei into a
Pim. B irn.
2nr>0320l6l DP
I 168 001
accuracy of this information. Any001\122I2S l.yMll
action you take upon 1V4 you find on this website (FranChimp.com), is strictly at your own risk. We will not be liable for any losses and/or damages in connection with the use of our website.
the information
1 icinchise Agiccmciit )0u v\ill loiltit the $5 000 Option Tee Enteiing into the Option
Agiecment is not lequiicd The Option Fee is unilqim to-ati-pcisens who sign the O^Mion
Agiecment and is not lekindable
Initial Fianehise Fee
The Initial fee loi a Pine Baire tianchise is less the $5 000 Option Fee (il
applicable) and is due in-full upon signing the Franchise Agieement TIte Initial Fee is unitoim
and non refundable
II you aie signing a Franchise Agieement toi an existing Puie Baire studio that you are buying
tiom anothei lianchisee, we will not chaige an Initial FjCC but you as the buyer aie obligated to
pay OLii then-CLiiient tiaining fee (cuiTently $750 pei peison) to leceive lequiied tiaining fiomius
Development Fee ' ,
If we elect to sign a Multi-Unit Development Agieement with you you would pay us a multi
unit development fee (“Development Fee ) equal to $20,000 multiplied by the numbei of Pure
Barre Studios you agiee to develop A typical Multi-Unit Development Agreement would
requiie the development ot 2 to 7 Pure Barre Studios (a Typical Development Deal ),
depending on the size of the Development Area, requiring payment of a Development Fee
ranging trom $40,000 to $140,000 ($20,000 times the number of Studios required to be
developed) We credit the Development Fee, in $20,000 increments, toward the initial franchise
fee that is due as Franchise Agreements are signed until the aggregate amount of these ciedits
equals the Development Fee A Typical Development Deal would require that all Studios be
opened within 1 to 2 years aftei signing the Multi-Unit Development Agieement We will liilly
earn the Development Fee when you pay it and you must pay us the tees m one lump sum
These fees aie uniform and non refundable 1
Development Services Fee

I
Undei the Multi-Umt Development Agreement, you must allowmav request that oui affiliate, PB
OpCo, teexecute an agreement with vou pursuant to which it will develop each Pine Baiie
Studio toi you—The seivices provided by PB OpCo^ includemg nioviding site location
construction management and cooidmatmg the acquisition ol lurmtuie fixtures equipment and
opening inventoiy If PB OpCo agiees to perform those services loi vou it and you wi111 fee
subiect toexecute a Development Seivices Agieement the foim of which is attached to ithe
Multi-Unit Development Agieement as Attachment C Undei the Development Sei vices
Agieement you will be lequiied to pay PB OpCo, in a lump sum a $25 000 development
services lee when you sign each of the Fianchise Agreements In a Typical Development E)eal
(2 to 7 Studios) the total development seivices tees would lange horn $50 000 to $175 0'00
This fee is unifoim and non letundable 1
Other Initial Payments
Bicmc/ed EcniimnenI Aftei signing the Fianchise Agieement but befoie opening your Studio
you must puichase fiom PB Pioduct at least 25 Pine Baiie-bianded floor mats exeicise balls and
8
Puri, B me
201V (b20lfi 1 DD
1168 001 0011122 I2S I.VU.ll I.v4
c\ciLi^L tubes whieh will i.ost cippioximatch *hl 200 payable in a lump sum depending on the
quantilv you puichase i
Bi ainleci Mei chamhse You must also puicbase liom PB Pioducl olhei Puie Baiic-biandcd
meichandise to sell fiom yoiii Studio such as DVDs, appaiel, and aecessoiies which will cost
appioximately $3 000 payable m a lump sum depending on the quantitv you puichase -fftese
■lees aie-timfoiTn and non lefiindable I i
I
I
I '
Pieopenui^ Assistance Depending on oui evaluation ot voui leadmess to open voui Studio we
may leauiie you to allow us (oi our alFiliates) to provide vou ore-sales assistance (foi instance.
if you fail to meet specified pre-openinij membeiship eoals^ nie-ooening call center sei vices/foi
instance to provide assistance in lead geneiation and follow up with lesoect to membership
salesY and/oi nieopening tiaining assistance which will tvoicallv occui at voui Studio Doi
instance to help voui trameis satisfy then test out leauiiements') This assistance will be
approximatelv $2.500 to S4 500 depending on the assistance that we toi oui affiliate) movide
vou
All tees and other amounts vou pav to us prior to opening vour Studio are unifoimlv assessed.
are payable in a lump sum and are non-refiindable I
ITEM 6 OTHER FEES
Type of Fee Amount Due Date Remarks i

Royalty 7%, but after the 15th of each (Note 1)
first full calendai calendar month loi
month of opeiation, Gross Sales during
the greatei ot 7% ol the prioi month 1
Gross Sales oi 1
!
$ 1,000 per month I
Vendoi We do not currently Monthly We may negotiate national ,
Payments chaige this fee We agieements with vendoi s (foi
estimate that this 1 example music-hcensing companies)
fee will lange and elect to collect payment from you
between $50 to then pay the particulai vendoi i
$ 100 pel month if diiectly We leserve the light to
implemented letain an administiative lee lioin any
1i payments we collect liom you and
pay to a vendoi
Software Fee We do not cuiiently Monthly Foi proprietaiy software oi
chaige this tee We technology we oi oui affiliates
estimate that this develop and license to you or thiid-
fee will lange paity softwaie that we acquiie a
between $150 to license and subheense to you
$250 per month if 1
implemented
PiifL Barri.
30 h 032016 rPD
I 168 001
accuracy of this information. Any 0Q-1'I33I3S I VI41I
action you take upon Tv4 you find on this website (FranChimp.com), is strictly at your own risk. We will not be liable for any losses and/or damages in connection with the use of our website.
the information
Type of Fee Amount Due Date Rcniai ks
Advcitising Cuiiently 1 % ol 15th ol each 1
fee Gioss Sales calendai month 1
loi
(Note 2) Gioss Sales duimg
the pi 101 month
Local Cuiicntlv the Must spend caich 1 his is the minimum amount which
Advcitising gieatei ot 1% ot calendai mont h you must spend evei> month on local
Expenses Gloss Sales loi based on Gros s adveitising maiketingand piomotion
(Note 2) pieceding month oi Sales made m within the aiea leasonably
$150 piior month SLiiiounding youi location 11 you tail
to make these required monthly
expenditures you must contribute the
amount you tailed to spend to the Ad
Piogiam
Ad Co-op We do not cuiiently 15th ot each ' Youi contiibutions to the Ad Co-op
(Note 2) chaige this lee, but calendai month loi will not count toward youi local
we leseive the right Gioss Sales made adveitising expenses
to charge 1 % ot in piior month
Gross Sales 1
Subsequent $350-$750 per Before training Initial training is provided to up to 6

Training training session session ! individuals at no charge Subsequent
1
training fees are only foi training
provided after your Studio opens for
1
1
business, will be based on the type of
1 tiaining piovided, and aie subject to
1 change
Call Centei We do not currently As incurred We mav in our disci etion. reauire
Fee chaise this fee vou to use the services of a call
However we 1
1
center to heln generate customer
estimate that this leads, to field nhone calls and other
fee will ranee communications from customers and
between $75 to Dotential customers, and for anv other
$100 nei month it Durooses we deem necessaiv of
iniDlemented 1 desirable We oi oui affiliates mav
1
orovide this seivice and vou will nav
us a fee toi such services
Suppliei Estimated to be As inclined If you ask us to evaluate a pioplosed
Testing fee between $ 100 and supplier, and we incui any non-tiivial
$500 cost (such as to examine a sample of
that suppliei s pioducts) weieseive
the light to lequiie you to leimbuisc
us loi those costs
Puri. 13 irrL
11^15
1168 001 00I'122I28 13/14311.3.4
Tyne of Fee Amount Due Date Remarks
Annual We do not ciiiiently Beloie convention We may chaige you a lee to attend
Convention chaige tins Icc We OLii annual convention The amount
estimate that this ot the tee will depend on the amount
lee will lange horn ot OLii diiect and administiatne costs
$0 to $500 pei ot piovidmg the piogiam and I
attendee it mateuals to tianchisees We may not
implemented hold a convention eveiy yeai ,
Annual We do not cuiiently Altei convention If you (oi a requiied lepiesentative)
Convention chaige this tee We tail to attend a mandatory Annual
No-Show Fee estimate that this Convention, we leserve the light to
lee will range tiom chaige you a non-attendance tee in an
$1,000 to $2 000 amount we determine to be the| costs
pel attendee it attributed to youi tailure to attend
1 mplemen ted______
Late Late Fee ot $ 100 toi Immediately when Foi each instance in which you tail to
Fee/lnteiest/ each failuie to pay assessed | make a payment when originally due
Declined when due, mteiest
Payment Fee of the lesser of 12%
or the highest rate
allowed by law on
all past due
amounts, declined
payment fee ot any
amount charged to
us in connection
with decline ot
electionic tunds
tianstci, Cl edit card
payment NSF
(bounced) check, oi
othei foi m ot
payment
Non- Inciease in youi As incuired Due only it you fail to comply vv,ith
Compliance Royalty by 1% ot youi obligations undei the Fianchise
Charge Gioss Sales Agieement and only foi so long as you
lemain non-comphant Payable in the
same mannei as youi Royalty dining
the time the deficiency exists '
Website We do not cuiiently Monthly You must piovide lequiied '
Maintenance chaige this tee Wc mloimation and updates If you' aie in
Fee estimate that this default ot the Franchise Agieenient
fee will be $50 pei youi website may be lemoved until
month it defaults aie cmed i
implemented
11
Pure Burre
This document was2Qb-Q->20l6l DP
1 168 001 001M22-I28 I VI42I l.i 4
Type of Fee Amount Due Date Remarks
State and Vaiiable When assessed (il 11 we aie assessed state oi local sales
Local Faxes assessed) use piopeity ot similai taxes based
on youi Gloss Sales oi on oui leceipt
oi iees liom youi (but excluding oui
oidinaiy income taxes oi leceipts
taxes toi lees due to it), then you will
pay those taxes to us oi the taxing
authoiity
Renewal Fee $5 000 Upon signing
lenewal agreement
Audit Vaiiable Upon completion It we audit your finances, and the
ot audit, if audit was tiiggei^d b> youi lailuie to
applicable submit lequiied reports oi the audit
leveals an undei statement ot Gioss
Sales of 3% oi more, then you will
leimbuise us toi the costs of the
audit
Transfer Fee — 25% of then-current Betore effective
Franchise initial franchise fee date of transfer
Agreement
Transfer Fee - The greater ot 5% Before effective (Note 3)
Multi-Umt of the purchase date ot transfei
Development price or $25,000,
Agreement plus applicable
goods and services
taxes
Transfer A maximum $1,500 when you Foi our expenses mcuired in
Review Fee amount ot $3,000 give us the connection with the tiansfei, whethei
Multi-Unit plus disbursements ti ansferee 01 not such tianster
Development and applicable taxes application (see
Agreement Note 3) with the
balance due befoie
the effective date
ot the tianstei
Costs and Will vary undei the As incuiied oi as Due il we have to enforce the
Attoi neys ciiCLimstances dictated by the agieement oi it we pievail in an\
Fees coLiit if a legal litigation 01 arbitiation involving the
proceeding is Fianchise Agieement oi Multi-Unit
initiated Development Agreement
12
Piirt. B 11 a
2(H-> 0->20lf.lDD
1168 001
accuracy of this information. Any00I\I22 I28upon
action you take I3/I4"il H 4 you find on this website (FranChimp.com), is strictly at your own risk. We will not be liable for any losses and/or damages in connection with the use of our website.
the information
Type of Fet Amount Due Date Runai ks
Indemmtv- icl Vaiidbic As inclined Undei the t lanchise Agicement and
dteci tees and ' Multi-Unit Development Agi cement
costs vou must dclend and hold haimless
1 us and oui alllliatcs loi any legal
1 claims biought as a icsult ot the acts
1 and omissions ot you and )oui
employees and agents 1
Teimination An amount equal to Upon termination You will be icquned to pay us'this
Fee the net piesent of the Franchise lee it we terminate the Fianchise
value of the Agi cement Agieement based on youi delault oi
Royalties-an4^ it you teiminate the Fianchise
Advertising Fees_ 1 Agieement without cause Royalties-
and Ad Co-od fees afi4 Adveitismu Fees and Ad Co-od
that would have 1 fees will be calculated based on yotii
become due St-udio sbv multinlvine tn the
following number of calendai months m iIhe
termination ot the Measurement Period bv (2) the 1
Franchise 1 aeereeate ot the Royalties.

Agreement for the Advertisine Fees, and Ad Co-od
period the Franchise Davment Dercentaees bv (3) the
Agreement would ereater of tO $1.167 or tii'l the
have lemained in average monthly Gross Sales ferof
effect but foi your the Studio duiine the 12 full calendar
default months immediately orecedinu the
teimination date If you have not
operated youi Studio foi at least 12
1
months preceding the termination
1
date Royalties-afidÂdveitising Fees^
1 and Ad Co-od tees for dui Doses ot
1 clause (n) will be calculated based on
the aveiage monthly Gross Sales ol
1
all Puie Bane Studios dining oui last
1 fiscal veai This lee is in addition to
and not m lieu ol anv othei damages
we sustain as a lesult ot the
1
teimination
13
Puri. LJjrrc
201 >-0^2016 I HD
1168 001
accuracy of this information. Any 00I\I22I28 1:^/1421124
action you take upon the information you find on this website (FranChimp.com), is strictly at your own risk. We will not be liable for any losses and/or damages in connection with the use of our website.
Type of Fee Amount Due Dati.| Remai ks
Intel im Vaiiable As ineimed At an) time allei the death oi
Management mcapauty and beloic the
Fee appointment (il any) of an appioved
Opeiations Managei we mav appoint
an mteiim managei wliieh may
melude us oi oui alliliate to operate
youi Studio You will compensate
the inteiim managei at a late \\ê
leasonably determine, and the mteiim
managei will be eonsidcied youi
agent
Management 10% ot Gross Sales As incuired We may assume management ot -youi
Fee plus costs and Studio if (1) you abandon oi lail to
expenses actively operate youi Studio, (2) you
fail to-eomply with any provisibn ot
the Fi-atichise Agieement or any
systeiB-standard and do «ot cure the
failure within the specified time
penod, or (3) the Franchtse- ,
and we-are deciding whether to

exerctse-our option to purchase your
Studio We will exercise oiii righFfo
assume management m 90 day
increments, renewable tof up to 1--
year, in the aggregate We will|
peiiodically discuss with-y'ou the-
lesults of operation durmg-the time
we manage the Studio fNote 4t
Notes
1 ‘Gloss Sales means the aggregate of all monies and leccipts deiived horn all products
piepared and seivices peifoimed at youi Studio, sales and oideis made solicited oi leccived at oi
m connection with youi Studio whethei befoie oi attei you open youi Studio all othei business
whatsoevei conducted oi tiansacted at oi trom your Studio, and all othei levenues deiived liom
the opeiation ot youi Studio and the exploitation ot the tianchise system and/oi the Maiks by
you, and whethei these Gioss Sales aie evidenced by cash credit check gitt ceitificatcs
seivices piopeity or othei means ot exchange Gioss Sales also includes the pioceeds ot any
msuiance payments intended to leplace youi levenue as a lesiilt of the mteiiuption of youi
business Cuiiently Gioss Sales deiived fiom ‘flash sale’ oi deal-of-the-day -type websites
(such as Gioupon oi Living Social) will be calculated on the date you leceive lunds liomithe
website operatoi (and not on the date a client ledeems a daily-deal coupon) on the net amount
you leceive aftei the website opeiatoi deducts its commission Similarly, Gioss Sales deiived
horn the sale ot gilt cards will be calculated based on the tace value of the gitt caid on the date
you actually leceive payment for the gift caid (and hot when the gitt caid is redeemed) We
Pure Barri.
201.1 0^2016 I DD
>1 L> -I
icscive the tight to change when GrobS Salts ate lecogmzecl m these types ot sales Gioss Sales
docs not include (a) all sales taxes imposed bv governmental authoiities dnectly on sales and
actually collected tiom customeis piovided these taxes ate added to the selling pitcc and aie^ m
tact paid b\ you to the appiopiiate governmental authbiity oi (b) cash letunds and cicdit gij\'cn
to customeis ptovided the lelated sales ha\c been included in Gtoss Sales lot \shich loyalties
weie pievioLisly paid , i
By enteiing into a fianchise Agieement you pledge'to generate aftei the tlist tull calendai
month ol opeiation a minimum amount ol Royalties during each lolhng 12-month peiiod olithe
term of the Franchise Agreement (the Minimum Cumulative Royaltv ) It you sign a single-unit
Fianchise Agieement, the Minimum Cumulative Royalty will be $14,000 It you sign a
Fianchise Agieement in connection with a Multi-Unit Development Agieement you must sign
an amendment to the Fianchise Agreement (which is jattached to the Multi-Umt Development
Agreement as Attachment D) undei which the Minimum Cumulative Royalty will be (i) $15,750
as of the end ot the 12th month ot opeiation (based entirely on annualized Gioss Sales during the
second 6 months ot opeiation) (ii) $17 500 as ot the end ot the 18th month ot operation foi the
trailing 12-month period, and (iii) $22,750 as ot the end ot the 24th month ot operation, and foi
each 6-month period thereaftei, tor the trailing 12-mbnth period If you fail to geneiate the
required Minimum Cumulative Royalty during each ro'llmg 12-month period of the term of the
Franchise Agreement starting on the 13th month following the opening of your Studio, then we
may terminate the Franchise Agieement, except that you are given the right to cure the first time
(and only the first time) you fail to generate the Minimum Cumulative Royalty by paying the
difference between the amount of Royalties paid during the applicable rolling 12-month period
and the Minimum Cumulative Royalty within 30 days aftei the end of the applicable rolling ^12-
month period Any subsequent failure to generate the Minimum Cumulative Royalty threshold is
not curable '
2 We leserve the light at any time upon notice to you to inciease the amount of (i) Ad Fjees
you must contribute to the Ad Program, (ii) the local advertising expendituies, and (iii) Ad Co
op contiibutions However, you will not be requned to contribute to these ad funds, in the
aggiegate, moie than 5% of youi Studio s Gioss Sales unless you and the othei membeis of youi
applicable Ad Co-op vote to incicase conti ibutions to the Ad Co-op '
j 1
3 Befoie appioving a tiansfei, you must submit a wiitten application to us lequcstmg oui
consent The application must contain infoimation lelating to the piopostd tiansfeiee s
qualifications and finances The proposed tiansfeiee must successfully complete to pui
satisfaction any tiaining we deem necessaiy Befoie the tiansferee begins tiaining you must
delivei $2 500 to us which amount w'lll be non-ielundable, except that if the tiansfei is
successfully completed, the entire amount will be ciedited against the tiansfei fee
4 We may assume management ot voui Studio if thf you abandon oi fail to actively oneiate
voui Studio (2) you fail to comply with anv provision of the Franchise Agreement or anv system
standard and do not cuie the failure within the specified time neiiod. oi (3f the Franchise
Agreement exoiies oi is tenmnated and we aie deciding whethei to exercise our option to
Dill chase voui Studio We will exercise oui light to assume management in 90-dav inciements
15
IXiR. Barre
30-I-t-0->20I6 I dp
I I6S 001
accuracy of this information. Any 00IM22I2S IVUlll.vl
action you take upon the information you find on this website (FranChimp.com), is strictly at your own risk. We will not be liable for any losses and/or damages in connection with the use of our website.
lencwdblc lui up to I veai in Ihe at£aicy:atc \Vc will I’teiiodiLdlly dibcuss mlh you the lesults ol
opeiation duiin” the time we manage the Studio i '
Unless othciwise indicated all tecs aie payable onlv to us foi oiii account and we intend to
impose them unifoimly All lees aie nonielundablc You must pay us the Royalt\ Ad Fee and
all othei monthly oi legulaily lecuiimg tees bv electiomc lunds tianstei oi othei loim ol
payment acceptable to us You must sign all banking (onns documents and any othei
agieements and you must take all othei actions neccssaiv to tacilitate electiomc hinds tianslei
payments to us You must authoiize us to debit youi account foi any amounts due to us oi pui
atfiliates by electiomc tunds tianstei We also leserve the right to provide ciedit card processing
toi your Studio If we do so, we will on a periodic basis (initially weekly) leinit an electronic
payment to youi designated bank account m an amount equal to the ciedit card chaiges
processed on youi behalt, less any tees imposed by the ciedit caid piocessoi on ypui
transactions and any other amounts due to us undei yqui fianchise agieement It the proeeeds
horn credit caid transactions aie less than the amounts due us you will be lesponsible toi paying
us the deficit
ITEM 7 ESTIMA FED INITIAL INVES FMENT
YOUR ESTIMATED INITIAL INVESTMENT

I
(FRANCHISE AGREEMENT)
Type of Amount Method of When Due To Whom 1

Expenditure Payment Payment Is to'
Be Made
Initial Fee X44_00046.500 Wiie Tianstei 1' Upon signing Us
(Note 1) Franchise
1 Agreement
1
Grand Opening $1,000- Wire Franstei a Foi grand Vendors '

1
(Note 2) $2 000 as As lequiied hy opening
vendors event as
me Lin ed 1
1
Tiainmg Expenses $6,000- AsWiie tianstei As incLiiied Us Vendois and
and Pieoneninc $St00012 500 and as rcauiied employees
Assistance by vendois
(Note 3)
1
Pure B irre
20l> 0^20I6 I rjD
1168 001 00 l\122 128 I>/I4SII.-
Type of Amouid MethocE o( When Due To Whom
Expcndituic I’aj nitnt Payment Is to
Be Made
Const! uction S60 000 - As lequiied by' As lequiied Vendois
RemodeUng $150 000 vendois bv vendoi s
Leasehold
Impiovements
and Decoiating
Costs (Note 4)
PiKtures $18 000 -$25 Wire transfer and I Upon Our alfihate and
Furnishings 000 as lequired by I purchase and othei vendors
Equipment and vendors < as lequiied by
Signs (Note 5) vendors
Initial Inventoiy $6,000 - Wire transfer and Upon Oiii affiliate and
and Supplies $12,000 as required by purchase and other vendors
(Note 6) vendors as required by
vendors
Security Deposits $3,000 As required by As required Vendors and

Utility Deposits, $8,000 vendors and | by vendors licensing
Business Licenses, licensing agencies and licensing agencies
and Other Prepaid agencies
Expenses (Note 7)
Insuiance $3,000- As required by As requiied Vendors

Premiums $5,000 vendois by vendors
(Note 8)
Additional Funds $11,000- Vaiiable Variable Vendois

- 3 months $21,000
(Note 9)
Total
»5 000154.5
00 - $282 000
Notes
1 Initial Fee If you entei into an Option Agieement betoic signing a Fiancliise
Agieement you will pay an Option Fee of $5,000 This amount will be applied to the Fianchise
Agieement s Initial Fee if you entei into a Fianchise Agieement, but this payment is not
lefundable if you do not elect to entei into a Fianchise Agieement You must sign the Fianchise
Agieement within 30 days of signing an Option Agieement in oidei to apply the Option Fee to
the Initial Fee , '
17
I'urc n irrL
3013 032016 I DO
I 168 001 001M32a8 I3/I4.UI3.4
2 Gland Opening You mu'll spend a ininiiiuin ol $1 000 to piomole and host a giand
opening event Howcvei voui expenses in piomoting aiid hosting this event may exceed $1 000
3 riaining 1 xoenses and Pieonenmu Assistance i I hese aie estimated costs (loi example
any costs of tiavcl and accommodations loi joiiisell and youi employees) that you might incui
Joi you and youi employees to attend the initial tiaimnglpiogiam Foi additional inloimation see
Item 11 In addition denendina on oui evaluation ot voui leadmess to ooen voui Studio, we mav
leauiie vou to allow us foi oiii aftiliates") to oiovide voii' pie-sales assistance ttoi instance it il'oii
tail to meet specified pie-openina membetshio eoals't pie-openino call centei seivices (itoi
instance to movide assistance m lead iieneration and' follow up with respect to membership
salesY and/or preonening training assistance which will typically occur at voui Studio ttoi
instance to help vour tiaineis satisfy their ‘test out ’ leauiiements) This assistance will be up to
$4,500 dependino on the assistance that we toi our affiliate) movide vou It we determine that
vou do not require any ot this type of oieonening assistance vou will not oav us anything toward
these seivices I
4 Constiuction, Remodeling Leasehold Impiovemenls, and Decoiating Costs Puie Bane

Studios aie typically between 1,300 and 1,700 squaie feet This figuie represents our estimate ot
your cost to build-out and decorate youi Studio to our standards This amount may vary
depending on the location, size, and condition of your Studio Our experience is that, if vou are
developing a Studio m one of the boroughs that comprise New York Citv. this item can be as
high as $275.000 because of higher labor and logistics costs and other factors Your actual costs
for this item may be reduced by contiibutions or reimbursements agreed to by the landlord Our
affiliates have been able to negotiate tenant improvement concessions m some cases ot up to $50
pel squaie foot The landloid s willingness to piovide tenant impiovements will vary, usually
based on tactois such as the condition of the piemises, the financial condition of the tenant and
the length of the tenn of the lease Wheie a landlord agiees to piovide or reimbuise tor tenant
impiovements, it might insist that the tenant leimbuise any unamoitized tenant impiovement
dollais if the lease is terminated prioi to the end ot the teim
I
We die unable to estimate with any pitcision the costs ot leasing oi puichasmg leal estate
because ot the wide vdiiation from legion to legion and between uiban and rural areas A new
lease will vaiy m lental amounts, lease teims amount lof space tenant improvements, security
deposit and advance lental leqiiiied and the cost of puichasmg leal estate is extremely site-
dependent Location is a majoi tactoi m the amount ofient lequiied as aie the age and quality
ol the building visibility and access to tiaffic aiteiies ,the pioximity to lesidential aicas letail
aieas, and othei commeicials aieas of interest local demogiaphics leal estate lelated taxes in the
juiisdiction biokerage commissions, the length ol the lease and othei lactois You may want to
contact a commeicial leal estate biokei to discuss the costs associated with acquiimg leal estate
m youi aiea Pure Bane studios aie generally located m letail shopping centeis oi stieet liont
letail aieas
5 Fixtuies Fuinishmgs Equipment and Signs This includes at least 25 each ol Ptiie
I
Bane-branded llooi mats exeicise balls and exeicise tubes all ot which you must puichase tibm
PB Pioduct Inteiioi and exterioi signs the ballet bane lighting package steieo system and
microphone must be puichased horn oui appioved vendor before opening You may decide
Pua Udm.
This document was 20l.-> 0.->20l(S
downloaded I DD
pmchase moie equipment hoin iis dtpending on )Oui anliupatcd numbei ot clients I otal
e\pcndituics in this categoiv also includes weights a coinputei (w'hich vve estimate to cost
betw'ecn S750 to $1 500) a telephone and wall nniiois winch you maj puichase fiom a vendoi
of yoLii choosing as long as those pioducls comply wîth oui spcciHcalions This amount inaN
vaiv depending on the location size and condition ol youi Studio
1 I
6 Initial Invcntoiy and Supplies This includes an'initial stock ol lelail Puie Barie-biandcd
meichandise, such as DVDs appaiel and accessoiies w'hich you must purchase tioin 6ui
affiliate betoie opening at a cost ot appioximately $3,000 which is non-retundable The total
amount of the investment also includes youi office supplies puichased diiectly fiom olfice
supply vendois and MindBody softwaie and meichanl account, which you must obtain directly
fiom MindBody, Inc MindBody Inc chaiges a monthly subsciiption fee of $75 to $95
depending on the numbci of useis You aie peimitted but not icquiicd, to oidei othei appioved
letail Items foi sale to customeis fiom other appioved vendois and any associated costs aie
leflected above
7 Security and Utility Deposits Business Licenses, and other Piepaid Expenses This
figuie represents oui estimate foi security or utility deposits, to obtain all necessaiy busings
licenses, and for any other prepaid expenses when establishing your franchise The fees you pay
may be more or less than this estimate depending on youi location and the tenns of seivicejto
which you subscribe We have not investigated every jurisdiction for the fees that may be
required m this section, however, our estimate is based on the piior experience of our affiliates
and other franchisees Our experience is that, it you are developing a Studio m one of the
boioughs that comprise New York Citv. this item can be as high as $58.000 because ot higher
labor and logistics costs and other factors
8 Insuiance Piemiums The price of insuiance coveiage has vaiied widely in lecent yeais
We cuirently lequire commeicial geneial liability, automobile liability woikeis compensation
and employeis’ liability and umbiella liability coveiage, and w'e aie peimitted to change the
lequiied coveiages upon notice to you The specific^ minimum amounts of these lequired
coveiages is disclosed in Item 8 You should obtain a puce quotation fiom youi insuiance agent
Ol biokei (oi state agencies as applicable m the case ol'w'oikei s compensation and employei s
liability coveiage), and rely solely on that estimate in planning to cntei into the fianchise
Agieement Our experience is that if you are develoning a Studio m one of the boioughs that
compiise New Yoik Citv this item can be as high as $10.000
9 Additional Funds Based on the opeiating histoiy ol oui existing fianchisees we

estimate these amounts wull be leqiiiied to covei youi initial staitup expenses such as payioll
utilities additional m\entoiy music licensing and othei opeiating costs toi the fust thiee
months aftei opening '
1
1
These flguies aie estimates and we cannot guaiantee that you will not have additional expenses
beyond these amounts when starting the business Youi costs will depend on faetors such as
how' much you follow oui methods and proceduies youi management skill, expeiience and
business acumen local economic conditions the local maiket foi this industiy the prevailing
wage late in youi aiea the degiee and quality of competition and the sales level you leach
during the initial peiiod This categoiy does not include loyalties oi othei peiiodic tees you pay
19
Piiic Udia
2nrs-(W20ir> i dd
I 168 001 004VI22I2S IVU U 12 4
to US noi does il include leal esu>(c c'lptnscs (See Ni. le 6 abo\e) voui salaiv li\ing expenses oi
debt pa\menls incuiied duiing the staitup phase This categoiy does include essential items and
seivices puiehased tiom us oi liom lelated eompan'ics oi vcndois See Items 6 and 8 loi
additional inloimation Unless otheiwise noted alb payments aie non-ielundablt oi arc
lelundable onl) undei any agicement between you and the \endoi oi suppliei to whom vou have
made the payment '
YOUR ESTIMATED INITIAL INVESTMENT

1
(MULTI-UNIT DEVELOPMENT AGREEMENT)
Type of Amount Method of When Due To Whom

)
Expenditure Payment Payment Is to
Be Made
Development $40,000 to Wne Tianster When you sign
Fee (Note 1) $140,000 the Multi-Unit
Development
Agreement
Development $^,QQ0£^to Wire 1 lansfei When you sign Our Affiliate

Services Fee $175,000 the Franchise
(Note 2) Agreements
lequired under the
Multi-Unit
Development
Agreement
Total
Estimated $315 000
Initial
Investment
Notes
1 The actual amount ol the Development Fee wil depend on the numbei ot Studios you
agiee to develop under the Development Schedule because the Development Fee is equal to
$20,000 times the numbei ot Studios that you agiee to open Foi example il you agiee to open
two Studios, the Development Fee would be $40,000 if you agiee to open seven Studios the
Development Fee would be $20 000 x 7 oi $140 000 viê apply this tee in $20 000 inciements
toward the Initial Fianchise Fee due undei each Fianchise Agieement signed in aceoidance with
the Multi-Unit Development Agieement
2 It you sigH-a MutH-Unit Development Agieement you must allow oui affiliate, PB OpCo
to- piovide seivices in connection with the development of the Studios according to oiii
specificatiens—Those seivices include site location constiuction management and coordinating
the acquisition of fuimture—fixtuies—equipment and- opening in-ventoi>- as desciibed-,ffl
Phil B irrc
2or;-o->20ifi I on
116SOOI onm22i2s I^/I4■■.m4
^lePavablc onh il \nu ctnd PB Oi~>Co clccl to en(ei in*D a Development Stivicci Agieemenl
which It) attached to the Multi Unit Dexelopmcnt Aêoment as Attachment G----Pot those
tici vices in w'hich case you wall be leqiined to pav PB OpCo a $25 000 development set vices
lee when you sign each ol the fianchisc Agicements' The low estimate show'n in the table
assumes that vou have not leauested PB OoCo to piovide the development scivices loi anv
lestauiants and the hiah estimate assumes vou have leouested the development seiMces to'i 7
lestaurants This lee is uniform and non-iefundable
We make no lepiesentation that >oui costs will come within the langes estimated and cannot
guarantee that you wall not incui additional expenses entering into a Multi-Unit Development
Agreement This amount is in addition to the tees andiexpenses you will incui m opening each
Pine Baire Studio you commit to develop under the Multi-Unit Development Agieement
Unless otheiwise noted all payments aie non-iefundable oi are lelundable only under any
agreenaent between you and the vendoi or suppliei to w'ljom you have made the payment
1
ITEM 8 RES FRICTIONS ON SOURCES OP PRODUCT S AND SERVICES
As a franchisee, you will be required to purchase or lease certain goods or services from
suppliers or vendors that we designate, or from us or an| affiliate of ours In other instances, you
will be free to select a vendor or supplier, but the goods or services you purchase must comply
with specifications that we establish These obligations may be imposed by the Franchise
Agreement, by the Manuals, or by our normal practice The following goods and services fall
into one or both of these categories (required specifications or lequired source) Training, Pure
Barre-branded merchandise and exercise equipment, fixtures and fuinishmgs, retail fixtures,
lighting, signage, non-bianded exeicise equipment, credit caid niocessing. stereo system and
accessories, insurance, call centei services, safety equipment tincluding an automated external
defihrillatoU and certain computei software
PB Product IS curiently the sole approved suppliei oi anvceitain Puie Barre-bianded

meichandise (appaiel, accessories, and DVDs) and equipment (balls, mats, and tubes) Before
beginning operations PB Pioduct will sell you youi requned supply ol Puie Bane-branded flooi
mats, exeicise balls, and exeicise tubes You must puichase youi mterioi and exteiioi signs
ballet bane, steieo system and miciophone and ceitamjsoltwaie fiom our designated supplieis
and w'e lescrve the light to designate a suppliei loi letail fixtuies Foi othei items that you will
need to puichase to opeiate your Studio (weights computei telephone and mniois) w'e w'lll
eithei designate a lequiied suppliei oi will piovide you with specifications foi the goods oi
seivices and allow you to obtain those goods and seivices iiom any souice capable of supplying
them
I
1
Foi each Pure Bane Studio you commit to develop undei the Multi Unit De\elopment
Agieement—>ou must use the services e-f-our affihate PB OpCo—in connectiei-i- with ffie
development of the studios ac-eoidifig-to oui specifications—Those services include site location
consttiietion manageinent, and coordinating the acquisrt-ion of fumituie fixtures equipment and
opening inventeiy as deseiibed in the De\ elopment Senuees Agi-eement which is attached to the
Multi-Unit Development—Agieement as Attachment C---- PB-OpCo charges a -development
Piiri. Bnra
2013 0^2016 IBP
1168 001 00-A-l22128 13/141111-1
'■êiMCCb (ce o<-$25 000-loi ich Siiidio it dcveteps tpi rey- -IZ-Qfcji lee -lb payable \\hcn the
l"idnchise ^gleemcnt ts signed
Wc do nol cuiiently lequiic an} specific cash legistei svstem lo be used at youi Studio but vou
must puichase a peisonal computei that has a continuous high-speed connection to the Inleihet
and that is suificient to opeiate the v\eb-based business management and pomt-ot-sale softwaie
piovided undei a soltware license agieement you must puichase liom oui designated suppliei
You must procLiic and maintain geneial compiehensiv]e liability business automobile liability
insuiance employei s liability (workers compensation) and umbiella liabilitv coverage with
policy limits in amounts we specify in the Manuals We may lequiie you to obtain insuiance ‘foi
contiactual liability and eirors and omissions with policy limits in amounts we specify in the
Manuals Oui cuirent minimum coverage amounts' are (1) commercial geneial liability
insuiance including contractual liability and products, completed opeiations coveiage with
limits of $1 000 000 pel occurience and $2 000 000 geneial aggregate applicable to bodily injuiy
and property damage and peisonal and advertising injui> and with a maximum deductible foi
this coverage of $25 000, (2) automobile liability insurance including contractual liability
insuring owned non-owned, hired and all vehicles usejd by your Studio, with combined single
limit of not less than $1,000,000 ($1,000 maximum deductible) per occurrence foi bodily injury
and pioperty damage, (3) woikers’ compensation and employers’ liability as requited by any
state in which youi Studio operates, but no less than woikers’ compensation coverage of
$1,000,000, and (4) umbrella liability coverage with limits of $1,000,000 per occurrence and
aggregate You will ensure that all insurance policies name us and our owners, officers, directors
and employees as additional insureds (on a primary and non-contributory basis) and contain a
waiver of subrogation in favor of us and oui owneis, officers directors and employees We may
establish reasonable minimum standards for coveiage to be met by undeiwiiteis foi insuiance
which we will state in the Manuals Befoie opening for business, you must piovide us with
ceitificales of insuiance for all policies and you must obtain any othei insurance requiied by
law You must maintain in good standing all requiied insurance during the tenn of the Fianchise
Agieement, and immediately notify us of any lapse alteiation oi cancellation oi any policy oi
coveiage We may revise any insurance requiiements upon notice to you
I i
Youi puichase oi lease of goods oi seivices as lequiied is an essential element of youi
compliance with the fianchise Agieement and the Manuals and your failuie to do so is a bieach
of the fianchise Agieement and may result m youi lossiof mateiial benefits up to and including
the teimmation of the fianchise Agieement |
I
I
We do not use any fixed piocess foi giantmg oi levoking appioval ol designated supplieis
Instead we evaluate supplieis on a vaiielv of ciiteiia including the quality of then pioducts oi
seivices puce lesponsiveness leputation timeliness and expeiience among otheis If we
compile any moie specific ciiteiia foi appiovmg supplieis we will make those cnteiia available
to you We will consider in good faith and m a leasonable time any suppliei that you would like
to piopose who IS capable of pioviding goods oi seivicês meeting oui lequested specifications
If our evaluation of youi proposed suppliei would lequiie us to incui any non-tiivial cost (such
as to examine a sample of that suppliei s pioducts) we may ask you to beai that cost (estimated
to be between $100 and $500) We will make a leasonable effort to appiove or disappioxe any
Pua Bjra
20b 03201(5 I DD
piopoêd SLippliLi within 30 djys Howcvci li we do not lespond within 30 davs ol youi itciutst
the pioposcd SLippliei will be deemed disappioved I '
I
Foi any goods oi seixices that must comply with Puie|Baiie s specifications and that we oi an
alfiliate do not supply diicctl) to you as the sole supplici oi foi which w'e have not appiovcd
anothei suppliei w'e w'lll piovide vou with specifications ol conloiming goods and sei vices ,We
w'lll issue those specifications in wilting in the Manuals oi by othei wiitten communication ,We
expect to modify those specifications peiiodically and the method of notification loi the changes
will depend on the goods oi sei vices in question
We aic entitled to obtain payments oi othei benefits ftom the suppliers oi vendois fiom whom
we leouire fianchisees to purchase oi lease goods bi services CuiTentlv oui affiliate. PB
Product, has negotiated arrangements with certain desianated suppliers to oav it a lebate based
on Dui chases of the goods oi services sold bv the .supplier to affiliate-owned and fianchised Pure
Barre studios The basis for the rebates in each case isâ percentage of the levenue derived from
those purchases bv the suppliei the amount of which Ivaiies among the suppliers but currently
range fiom 3 5% to 10% ffor items such as luices and marketing collateiaB and 25% to 35% on
certain software used in the operation of studios During oui 201'12015 fiscal year, we received
$93.850131.758 from approved vendors for requiied put chases or leases by franchisees This
represents approximately 0-971 1% of our total revenue of $9-.696.00011.900.227 during oui
same period, our affiliate fPB Product Affiliate]
reported leceiving revenues from the required purchases of Pure
Barre-branded floor mats, exercise balls, and exercise tubes We and our affiliates (including PB
Product) leseiwe the right to earn a profit from any goods or sei vices we provide, whether oi not
you must purchase or lease those goods or services from us oi our affiliates
We estimate that in establishing your Studio youi purchases or leases of goods, equipment and
supplies made in accordance with oui specifications (including liom oui affiliate) will represent
approximately 85% to 95% of all of your total purchases oi leases of goods equipment, and
supplies Once youi business is established we estimate that, on an ongoing basis your
puichases oi leases of goods, equipment, and supplies made in accoidance with oui
specifications (including fiom us oi an affiliate) will lepiesent appioximately 45% to 55% of all
ol youi purchases or leases of goods equipment and supplies
We aie entitled te obtain payments oi other benefits horn the suppheis oi-venders Irom whom
we lequne fianchisees to purchase oi lease goods oi se^vKes -Qur appioved seftwaie vendor
pay's us a rebate of 25% to 35% of the lexemes deiived jby the xendoi
Cuiienlly, none of oui officeis owns any mteiest in any suppliei with whom you must oi aie
iccommended to do business Theie cuiiently are no puichasing oi distiibution cooperatives in
place loi the puichase oi lease of goods oi seiviceslby fianchisees We negotiate puichase
aiiangements with certain suppheis foi the benefit of franchisees and w'e may continue to do' so
in the futuie
Othei than as desciibcd above we do not piovide any mateiial benefits to fianchisees based|on
then purchase of particulai products oi sei vices oi use of paiticulai suppheis
23
piiri. I3jra
201^-Q->2ni(i rPD
I 168 001 00 IH22I2S I VI4.n I.r4
ITIEM Q rr^NCHlSEE S OBLIGATIONS
Phis table lists your piincipal obligations undei the franchise and other agreements It will
help you find nioie detailed information about youi| obligations m these agreements and m
other items of this disclosure document
Obligation Section in Franchise Disclosure Document

Agreement Item
a Site selection and acquisition/lease Option Agieement - N/A 7 8 11 12
Fianchise Agieement - 1
Sections 3 2; and 3 3
1
1
Multi-Unit Development 1
Agreement • Section 2 1
Development Services 1
Agreement - N/A
b Pre-opening purchases/leases Option Agreement - N/A 5,6, 7, 8,11

1
Franchise Agreement -
Sections 3 3', 3 4, 3 5 6 1,
6 2 and 7 4 ' 1
1
Multi-Unit Development
Agreement - N/A 1
1
Development Services
Agreement - Section 2(h)
1
c Site development and othei Option Agreement - N/A 5,6 7,8, 11
1
pie-openmg lequirements
Franchise Agieement -
Sections 3 5 3 5 3 6 and 1
74
Agreement j Section 2 1
1
Development Sei vices

AgieementJ Section 2
1
[
1
Pua Bnrrt.
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I 168 001 00 0122128 IVI43II.34
Obligation Section in Franchise Disclosuie Document
Agi cement Item
d Initial and ongoing liaining Option Agicement - N/A 67811 15
fianchise / gi cement -
Sections 8 -83
Agi cement N/A
Developme It Sei vices

Agi cement -N/A
e Opening Option Agi cement - N/A 6 7 11
Fianchise Agreement -
Section 3 5 and 7 4
Agreement - Sections 1 B
and 2 D
Agreement -rSection 2(j)
f Fees Option Agi cement - 5 6 7 8

Section 2 3
Fianchise Agieement -
Sections 2 l|-2 10, 4 9,
4 12.4 13 6 4. 7 4 8 2,
8 4, 9 5, 11 , 12 2,and
15 8
Agieement - Section 3

Agieement - Section 2(i)
25
I'uri B II a
2frl-3 0a20l6l DP
I 168 001 00-1\l22l2« Ia/I4ri I v4
Obligation Section 111 Franchise Disclosuie Document
Agrllenient Item
g Compliance with slandaids and Option Agielement - N/A 7811 12 13 14 16
policies/Manuals
1
Fianchise A gi cement -
Section 1 5 '<and 4 1
1
Multi-Unit IDevelopment 1
Agreement • -N/A 1
DevelopmerIt Services
1
Agreement • -N/A
1
h Trademarks and propiietaiy Option Agie:ement - N/A 7 8 11, 13, 14

mtoimation 1
Fianchise A gi cement - 1
1
Sections 1 1 13 14 16-
1 9,4 12, an d 104
1
Multi-Unit IDevelopment 1
Agreement -f Section 4
1
1
Developmerit Services
Agreement - -N/A
1
1 Restiictions on pioducts/services Option AgieSement - N/A 7,8, 11 13

1
ofteied
Franchise A, ’1 cement - 1
Sections 3 8 , 4 2 and 5 1 1
Multi-Umt rDevelopment 1
Agreement -^N/A 1
1
Developmerit Sei vices
Agreement - ■N/A 1
] Warranty and customer seivice Option Agie ement - N/A 1,8 11 i

lequiiements 1
1
Fianchise A ^leement -
Sections 4 4 'and 16 3 1
Multi-Umt EDevelopment
Agi cement -■N/A
1
Developmerit Services
Agieement-■ N/A
1
26 1
Pure Uirrt
20l3_0320l6 TDD
Obligation Section in Fianchisc Disclosure Document
Agreement Item '
k I Cl 1 itoi lal development and sales Option Agit ement - N/A 12 17
quotas
Pianchisc A. gieemenl -
Section 4 9
Multi-Umt [development
Agreement - Sections 2 D
and 2 E
1
Developmei It Sei vices

Agieement --N/A
1 Ongoing pioduct/service pui chases Option Agielement - N/A 6 7 8 11 16

!
Franchise A gi cement -
Sections 3 7‘>42,4 10, 1
1
4 13,5 l,an d64 t
1
Multi-Umt Idevelopment
Agreement --N/A
DevelopmerIt Services
Agieement - ■N/A
m Maintenance, appeal ance and Option Agre:ement - N/A 7,8

remodeling requirements
Franchise Ajgreement -
Sections 3 6 ' 3 7, 11 1 and 1
12 2
Multi-Unit [development
Agieement --N/A
1
Developmenit Scivices
Agieement --,N/A 1
)1
)
27
Piirt 13 irre
^&34-3)»2016rDn
This document was1168downloaded from franchimp.com.
001 00l\lj-2-l2S All the information
IVN.3I I v4 on this website is published in good faith and for general information purpose only. FranChimp.com does not make any warranties about the completeness, reliability, and
Obliganon Section I'n Franchise Disclosure Document
Agreement Item
n Insuiancc Option Agie ement - N/A 7 1
Fianchise A;Ui cement -

Section 13 4-13 6 1
1
Multi-Unit 1)evelopment
Agi cement --N/A 1
DevelopmenIt Services 1
Agi cement --N/A t

1
0 Advertising Option Agie ement - N/A 57811 18
1 1
Fianchise Aigreement -
Article 7 1
1
Multi-Unit E)evelopment 1
1
Agreement - •N/A
Developmenit Services
Agreement -|n/a
p Indemnification Option Agre ement - N/A 7

1
Franchise Aigi cement -

Sections 12 i5 13 1, 132
13 3 and 13 i6
Multi-Unit E)evelopment
1
Agieement - Section 8 B
1 Sei vices
Developmen
Agieement --iN/A 1
1
1
Puic Bdrrc
jQl-' »>20irilDD
1168 001 OO-l'-jja-nS I:)/I4ill.4
Obligation Section in Franchise Disclosure Document
Agreement Item
q Ownei s paitiupalion/managemcnt/ Option Agicement - N/A 7811 15
stalling
riancbise A gi cement -
Sections 1 10 and 4 6
Agreement • Section 1 D
Development Seivices
Agi cement - Section 2(d)
I Records and leports Option Agi cement - N/A 6 7, 11
Franchise Agreement -
Sections 3 4* 9 1-9 4
I
Multi-Umt Development
Agreement - Sections 2 F
and 2 G I
Agreement - N/A
s Inspections and audits Option Agreement - N/A
Fianchise Agi cement -

Sections 3 4j 3 5 3 9, 9 5
14 6, and 14'?
Agreement -{N/A
Agi cement - N/A
Piiri. llarrL
301 > -0->20l6IDD
1168 001 00-l\l3313
Obligalion Section in Franchise Disclosure Document
Agreement Item '
1 lianstei Option Agre ement - N/A 6 17
1
1
Fianchise Alj[>i cement - 1
Aiticle 12 1
1
1 1
Multi-Unit I)evelopment
1
Agi cement | Section 6 1
1
Developmenit Sei vices 1
Agreement | Section 3 i
u Renewal Option Agi e ement - N/A 6, 17 '
Franchise Ajgreement -
Article 11
Multi-Umt E)evelopment
Agreement - -N/A 1
1
Developmer t Services
Agreement - -N/A
V Post-termination obligations Option Agre ement - N/A 6,17
Fianchise A, jreement -
1
Sections 4 1:2, 10 2, 10 3, 1
10 4, 14 6, 1 ^7 and 16 10
1
Multi-Unit E)evelopment
1
Agreement - Sections 7 B
and 7 C 1
1
It Services f
Developmen
1
Agieement -1 Section 4
1
w Non-competition covenants Option Agie ement - N/A 17 1
1
Fianchise Aj ;i cement - 1
Sections 10 land 10 2 1i
1
Multi-Unit Ejevelopment
Agieement - Section 7 C
Developmen i: Services
Agieement --|N/A
1
Pure B irrt.
3^l»_032flMIPP
1168 001 00 I\I2:! I2S I>/I43l 13.4
Obligation Section in Fi anehist Disclosuic Document
Agieement Item
\ Dispute lesolution Option Agieement - 17
Section 3 3
1
Fianchise Agieement -
Aiticle 15
1
1
Multi-Umt Development 1
Agreement Section 9
Agreement Section 8 1
ITEM 10 FINANCING
We do not otfer direct or indirect financing We do not guaiantee youi note, lease, or obligation
As security for the performance of your obligations under the Franchise Agreement, including
payments owed to us for purchases by you, you must grant us a security interest m all of the
assets used m the operation of the Studio
ITEM 11 FRANCHISOR S ASSISTANCE, ADVERTISING,

COMPUTER SYSTEMS AND TRAINING
Except as listed below, we are not required to provic e you with any assistance
Pre-Opening Assistance—Option Agreement
Attei you sign the Option Agreement but before you sign the Franchise Agreement we will
piovide you with our then-cunent foim ot Fianchise Agieement it you notify us of youi election
to do so within 30 days aftei signing the Option Agieement (See Option Agreement Section
2 1)
Pre-Opening Assistance—Franchise Agreement
Aftei you sign a Fianchise Agieement but beloie you open youi Studio we will
1 If you and we have not agieed upon the location foi youi Studio at the time you sign fhe
Fianchise Agieement Attachment A to youi Fianchise^ Agieement will include a desciiption of
the geographic aiea (the seaich area ) in which you aie lequired to concentiate youi effoits at
locating the piemises foi youi Studio You will have exclusive rights to the search aiea foi|60
days aftei the Fianchise Agieement is signed Howevei, after the 60-day exclusive peiiod, ithe
search area will be non-exclusive and it is possible that theie could be multiple fianchisees
seeking locations foi Puie Bane studios at the same time (Fianchise Agieement Section 3 1
Attachment A)
Pint B irre
20la Oa20l6rDD
I 168 001 004\I22-I2S IVI-llI I i 4
2 We will levicw youi pioposcd site and will appiovL. oi disappiovc it and \oii aie only
pumilled to opeialc (lom a site that wc ha\e appioved We will appiovc oi ieject voiii pioposed
site within 10 days ol oui icceipt oi the inloimalion we lequest in oidei to evaluate it Oui Ihen-
CLiiient slandaids loi pioposcd sites will applj when w'c aic making oui detcimination whelhei to
appiove OI disappiove a pioposed site In seeking youi pioposed site veti-w'e may lequiie you to
letain the seivices ol a leal estate biokei w'ho has expeitise m the proposed aiea We geneially do
not own, lease, oi select the site at which you will o'peiate When evaluating a site that you
piopose, we may considei the geneial demogiaphics ot the aiea the proximity to othei
established commeicial aieas the access to lesidential jareas wheie expected customeis live, the
quality age, and layout ol the proposed space the access to a customer lestioom and othei
factois We will leview youi lease but we do not participate in negotiating youi purchase oi
lease ol the piopeity Fiom the time you sign youi Fianchise Agreement you will have ^90
days to obtain an appioved site and secure possession o the site by purchase oi lease (Fianchise
Agieement, Sections 3 1-36)
3 Piovide you with oui specifications for constiuction lemodelmg and decorating youi
site review your design plans and review the site (although we are not lequired to have any ot
oui representatives make a visit to the site befoie our approving or disapproving your proposed
site) Unless PB OpCo is developing youi Studio for you under a Development Services
Agreement, you will be solely responsible for and wej will not provide you with assistance m,
ensuring that the site complies with local ordinances and building codes, and for obtaining any
constiuction and remodeling permits requited by your jurisdiction (Franchise Agreement,
Section 3 4)
4 Provide tiaining to each of youi employees who will piovide workout instiuction to your
customers, some of which tiammg will lequiie additional fees See Item 6 toi additional
infoimation on these additional lees (Fianchise Agieement, Sections 8 1 and 8 3)
I I
5 Piovide wiitten specifications for ccitam equiprnent and fixtuies including wall miirois,
weights a computei, and a telephone, and we will inspect youi site to ensuie youi compliance
with those specifications We curiently lequiie you to purchase mterioi and exteiioi signs, a
ballet bane, steieo equipment miciophones, lighting] and certain soltwaie fiom designated
supplieis that aie not affiliated with us Oui affiliate, PB Pioduct, is also the sole suppliei foi
Pine Baiie-bianded flooi mats, exeicise balls and exercise tubes as well as branded appaiel
(though you are not lequiied to puichase any branded appaiel) We othei wise do not cuiiently
icquiie you to use any specific \endois foi you to equip your Studio, noi do we provide any
installation services but we may do so in the futuie See Item 7 above loi additional infoimation
on the Items that you must puichase fiom us (Fianchise| Agieement Aiticle 5)
6 Loan you one copv of the Manuals (Fianchise Agieement Section 1 5)

I
Pre-Opening Assistance—Multi-Unit Development Agreement
Aftei you sign a Multi-Unit Development Agieement but befoie you open a Puie Bane Studio
we Ol oui affiliates will '
32
Pure B irre
2013 n-»20iri I DD
This document wasI downloaded from franchimp.com.
168 001 OO-tU-22 All the information
128-13/1421 13.4 on this website is published in good faith and for general information purpose only. FranChimp.com does not make any warranties about the completeness, reliability, and
1 Review sites you piopose loi the de\clopmeiill ul d Puie Bane studio and il appiovcd
issue \OLi a Fianchise Agieemcnt We ait obligated to|use leasonable clloits to piovide you w'lth
OLii decision within 30 days ot oui icceipt ol all lequcsted inloimation and mateiials legaiding
the pioposed site (Multi-Unit Development Agicement' Section 2 B)
I I
Pi e-Oncning Assistance - Development Services Agi eenient
I
As-t-eatnred-under the Multi-Unit Development Agieement wu--vvill be lequii-ed to smnit you

and PB OdCo elect to entei into a Development Sei vices Agicement-with etn- affihate,j PB
OpCo—Under that agieemei-rf PB OpCo will piovide you with the tollowmg sei vices prior to^ the
opening oi youi Puie Bane Studio 1
1 Cieate a Maiket Development Stiategy foi^ youi Development Aiea by analyzing
demographic data deteimining the numbei descnption, and pnoiity ol appiopnatc trade aieas
and mapping the Development Area (Development Seivices Agieement Section 1 a)
2 Identify and prepaie site intoimation packages legaidtng potential sites within the
Development Area and submit the site packages for oui appioval as described in the Multi-Umt
Development Agreement (Development Services Agreement, Section 1 b)
Negotiate, on your behalt, letters ot intent and the lease once a proposed site has been
accepted by you and approved by us (Development Services Agieement, Section 1 c) ,
4 Prepare foi your review and approval a pro toima construction budget prior to your
I
execution of a lease (Development Seivices Agieement, Section 1 d)
5 Manage the constiiiction ol the Studio in accordance with the Fianchise Agreement and
the budget that you have appioved (Development Seivices Agieement, Section 1 d)
I
6 Purchase, on youi behalt all lurnituie, fixtuies equipment and opening inventory as
necessaiy to comply with oui System Standaids (Development Seivices Agreement Section 1 e)
7 Obtain a ceitificate ot occupancy (Development Seivices A.gieement Section 1 f)

I
8 Aiiange toi stait-up ot the utility seivices once you have established necessary accounts
with utility companies (Development Seivices Agieemcnt Section 1 h) ]
9 Dehvei possession ol the Studio to you once substantially complete and ceitificate ot
occupancy has been issued (Development Seivices Agieement Section 1 g)
Opening of the Business '
The typical length ol time fiom the date you sign the Fianchise Agieement to the opening ot
your Studio is appioximately 90125 to 440200 days though the peiiod to opening does vaiy and
could be shortei oi longei loi you depending on tactors such as ditficulties in obtaining an
approved site youi completion ot tiaining negotiating! a lease agieement obtaining financing
and building pemiits, zoning and local oidinances w'eather conditions shortages of laboi or
mateiials and delays in the installation ot equipment fixtuies and signs
jj
Pure Bara
201a 032016 POD
1168 001 001\I22-128 1 a/142112 4
Post-Onening Assistance
Dm mg yom opeiation of yom Sluclio

1 we will piovidc YOU with any icvisions wc malic to ihe Manuals to update among o’thei
things the standaids ol cuslomei seivicc tiammg b'land image adveilismg and piomotions
(Pianchise Agieement Sections I 5 and 4 1) |
I
2 if we elect to implement the piogiam we will, on a peiiodic basis (initially weekly),
remit an electiomc payment to youi designated bank account m an amount equal to the ciedit
card chaiges piocessed on youi behalf less any fees imposed by the ciedil caid piocessoi, on
youi tiansactions (Franchise Agreement Section 2 4) ,
3 we will notify you oi any changes to the goods and sei vices that you aie pcimitted to
offei to ciistomeis (Fianchise Agreement Section 4 2),
4 we will allow your mstiuctors to paiticipate subject to meeting oui lequiiements, m oui
regular training piogiams (Franchise Agieement, Section 8 2), I
5 we will conduct advertising and promotional efforts to try to inciease the pullilic
recognition and goodwill of the Marks (Franchise Agreement Article 7), 1
1
6 we will provide you with information we lequire you to provide to your clients
(Franchise Agreement, Section 4 4),
7 we will provide you with information legarding any mandatoiy pricing policies
applicable to goods and sei vices you offei to yom clients (Franchise Agreement Section 4'5)
and
8 we will continue to loan you one copy ol the Manuals (Fianchise Agieement
Section 1 5)
We are not obligated to piovide any post-opening assistance undei the Multi-Unit Development
Agieement or Development Sei vices Agieement
Ad Program and Ad Co-op
We will operate an advertising piogiam (the “Ad Piqgram ) to tiy to mciease the public s
awaieness and acceptance ot the Puie Bane biand Pme| Bane Studios geneially and the goods
and sei vices they oftei We will use the Ad Piogiam all payments to it, and any eainmgs on 'it
for maintaining admmisteimg diiecting conducting jand piepanng marketing, advertising
public lelations client letention and/oi piomotional pjiogiams and materials and any othei
activities which we believe would enhance the image of the fianchise system which may
include the costs ot prepanng and conducting media maikelmg campaigns (including social
media) direct mail advertising special events marketing suiveys and othei public lelations
activities employing advertising and/oi public lelations agencies to assist with them.
sponsorship of organizations and events (including athletic teams tundiaismg activities
Pure Barre
2013 032016 rOD
001 OOI'I22I28 All the information on this website is published in good faith and for general information purpose only. FranChimp.com does not make any warranties about the completeness, reliability, and
l3/l4.Hli4
louinamtnls and olhci stindai auisitie'?) puichasi'ng piomotional items conducting and
admmisteiing in-studio piomotions conducting clipit-ietention activities developing and
maintaining application soflwaie designed to lun on cpmputeis tablets smaitphones and othei
mobile devices as well as anv evolutions oi ne\t| gcneiations ol anv such devices 'and
piovidmg piomotional and othei marketing mateiials and sen ices to the Puie Bane studios
opeiatmg undei the lianchise system We may chaige all costs ol the foimulation development
and plaeement ol adxeilising and piomotional mateiia. s loi the Ad Piogiam These eosts may
include the piopoitionate share ol our peisonnel who devote time and lendei seivices loi
adveitising and promotion oi the administiation ol the Ad Piogiam including administialive
costs salaiies, overhead expenses lelated to administeimg the Ad Piogiam and its progiams
We anticipate that in the near term the adveitising media that we use may include internet radio
direct mail, and outdoor adveitising Oui intent is to tmloi the scope and types of adveitising to
the location and distribution of hanchisees whether that is local regional oi national butweaie
not obligated to spend any particular amount in any paiticular aiea oi legion
We may produce advertising mateiials ouiselves, oi we may use designated agencies oi vendois
to produce those materials, and we aie not limited in whom we may rely on to pioduce
advertising materials You are allowed to produce your own adveitising material toi use around
your site, but you first must send it to us to review, and you may not use it if we disapprove it
1
As a franchisee, you must participate in our advertising program with a monthly Ad Fee
contribution currently equal to 1% of your Gross Sales in the previous month Othei franchisees
may contribute different amounts or percentages of their Gross Sales, depending on when they
signed their franchise agreements or other factois Company-owned or affihate-owned studios
contribute to the Ad Program on the same basis as you
We administer the Ad Piogram in our sole discretion If not all adveitising iunds are spent imthe
fiscal year in which they accrue, those excess funds will remain in the Ad Piogiam foi futuie
use The total expenditures for fianchise system advertising during oui 201d2015 fiscal yeai
weie m the following categoiies—as fellows Pproduction/Z-Dêsign 36%.43% Mmedia
Pplacement 26%. administiative costs 14% Administiative Costs 14%,^ and Opthei Ceosts
3412% (including items such as redevelopment of the purebane com website, redevelepmei-it
and ongoing expensessponsoiships and ielated to oui mobile app,-- soeral iBedia eentenF
campaigns, and community manaaementpiomotional events, a customei feedback and retention
tool foi fianchisees. ongoing expenses related to the Pine Bane mobile app and studio pages on
the puiebaiiecom website, and an online content buildei foi hanchisees) The finances foi the
Ad Piogiam are not audited but we will make unaudited financial statements available to you' on
an annual basis upon your lequest with any cost of piepaiing those financial statements boine bv
the Ad Fees contributed to the Ad Piogiam No othei peiiodic accounting of the Ad Piogiam
will be conducted If not all Ad Fee contiibutions aie spent in a fiscal yeai we will cany th'em
foiwaid foi use in subsequent fiscal yeais
We do not use any poition of funds liom the Ad Piogram foi the pimcipal puipose of soliciting
new fianchise sales but we may include incidental statements on adveitising oi promotional
mateiials to the effect that franchises aie available foi purchase fheie cuiientl) is no fianchisee
adveitising council that diiects oi advises us on advertising malteis
3o
Pure Bjrre
301^ 0>20I6IPD
We may establish oi autlioiize any nnmbu ol local oi egional adv'ulising co-ops (each an Ad
Co-op ) to cooidmate aciveitismg maiketing and piomotions loi lianchisees m a ceitam icgion
similai lianchisces 01 loi othei puiposes we designate V'ou must paiticipate m any Ad Co-op we
designate as applicable to you and contiibute to that Ac Co-op Yolii contiibutions to the Ad Co-
op will not count tovvaid youi lequncd local ad\eilismg expendituics w'hich aie cuiientiv the
gieatei ol 1% ot youi Gioss Sales loi Ihe pievious month oi $150 pci month Wc may delegate
to the Ad Co-op the lull oi limited light to direct the Ad Coop s operations and you must lollow
the rules and pioceduies established by the Ad Co-op | No Ad Co-op created oi managed by us
will be permitted, without oui consent to impose lee or contributions on franchisee mcmbeis on
an unequal basis oi to allocate votes among fianchisee membcis on a basis other than one \jote
pel Pure Bane Studio We have the light to resolve any disputes between oui lianchisees
concerning each Ad Co-op and oui fianchisees must adheie to oui decisions lelatcd to disputes
Studios owned by us oi oui affiliates will contiibute to the appiopiiate Ad Co-op on the same
percentage basis as franchisees Each Ad Co-op will| be organized and governed by wiitten
documents in a form and mannei and begin operating,on a date that w'e detennine m advance
Such wiitten documents will be available loi paitici aating franchisees to review We may
change, dissolve and meige Ad Co-ops
Separate from your payments to the Ad Piogiam, you must spend no less than $1,000 to piomote
and host a grand opening event at the Studio We reserv e the right to approve all aspects ol your
gland opening event
We reserve the right, at any time, to increase the amount of Ad Fees you must contribute to the
Ad Program, your local adveitising expenditures, and your Ad Co-op contributions Howevei,
you will not be lequired to contribute to these ad flindsj in the aggregate, more than 5% of ybui
Studio s Gloss Sales, unless you and the othci membeis of youi applicable Ad Co-op vote to
inciease contiibutions to the Ad Co-op
Computer System
We do not cunently require any specific cash legister system to be used at youi Studio You
must purchase a peisonal computei that has a continuous high-speed connection to the Inteihet
and that is sufficient to operate the web-based business management and point-ol-sale soltwaic
piovided undei a softwaie license agieement you must purchase horn vendoi MindBody Inc
with whom we contiact to collect sales mfonnation and client details which may include name
date of biith addiess email and telephone numbei MindBody is not an accounting piogiam
you will need to puichase sepaiate accounting software oi hue a bookkeepei oi accountant to
manage the finances of youi Studio Wc will have access to all data enteied into the MindBody
software and theie is no contiactual limitation on our right to access this data MindBody Inc
chaiges a monthly subsciiption fee of $75 to $95 depending on the numbei of teacheis in youi
Studio We do not piovide tiaining for the MindBody softwâie Theie aie no othei specific
lequiiements foi the type of computei you puichase foi use in youi Studio We estimate that the
cost of a computei system that meets this ciiteiia to be appioximately $750 to $1,500 youi cost
may diffei depending upon the type ot computei youj puichase additional softw'aie and t'he
maintenance package you select You aie wholly lesppnsible foi all haidware and computei
netwoik maintenance and maintenance and upgiades of othei softwaie, which must be done in a
IXin. BariL
j^l--v 0320lfi TDD
This document was1 downloaded from franchimp.com.
168 001 004U22I28 All the information
I.VM.ilir ^ on this website is published in good faith and for general information purpose only. FranChimp.com does not make any warranties about the completeness, reliability, and
limely mannei We leseivc the iighi lo spcuiv dilfcienl haidwaie and sollwaic svslcins im the
lulLiie and thcie is no contiactual limilation on the cost and licquuic} of oiii light to lequiic
such upgiadcs oi updates
In addition to the haidwaie and soltwaie requiicments summaiizcd above \vc and oui alfihates
also icseive the light to develop piopiietaiy soitware oi technology and license it to >ou oi to
acquiie thiid-paity soitware that we sublicense to you toi a lee which we cuiiently estimate
would lange between $150 to $250 pei month We do not cuirently have any such pioprietaiy
software or technology but we may develop it duimg tlie term ol youi tianchise
Operations Manuals
The table of contents ol the cuiient veision of the Manuals is included as Exhibit E Oui cuiient
veision of the Manuals has 4^363 pages We continually update the Manual to rellect revisions
to the fianchise system new pioducts oi seivices, ana changes in oui prescribed methods of
operation Undei the teims of the fianchise Agieement, we aie entitled to levise the Manuals at
any time, and you will be obligated to adheie to those levised specifications and lequirementS'
Training
TRAINING PROGRAM
i
Hours of Hours of
Subject Classroom On-The-Job
1
Location
Training Tiainmg
s\
Wami Up Techniques 4 Denver Coloiado or |
Spartanbuig South
Carolina
fhigh Exeicises 4 L% Denvei, Coloiado, oi

Spartanbuig South
Carolina
Seat Exeicises 4 i
Denvei, Colorado oi
Spaitanburg South
Caiolina
Abdominal Exeicises 4 L
Denver Coloiado oi '
1
1 Spartanbuig South '
Caiolma
Sti etching 2 2 Denvei, Colorado, oi

1
Spaitanbuig South
1 Carolina
1
!
37
Pure llarrt
30+^2^ I DD
This document was1168001
downloaded onPi2Ti?.s
from franchimp.com.ivi4un4
All the information on this website is published in good faith and for general information purpose only. FranChimp.com does not make any warranties about the completeness, reliability, and
ITouis ot Flojuis ol
Subject Classroom On-The-Job Location ,
1
flaming I laining
Cieatmg the Puie 10 Denvci Colorado oi
Bane Expeiience Spaitanbuig South
1 Caiolma
TOTAL 23 28
11
You (it you aie an individual) oi youi Designated R'epiesentative (defined in Item 15) must
attend training, along with vour Operations Manager ^defined in Item 15) and . Lead Teachei
(defined in Item 15) and any othei peison who intends to manage yoiii opeiations or provide
workout services directly to customers, up to 6 persons total You and those persons must
complete training to oui satistaction to ensure that you are adequately prepared to operate youi
Studio We generally require you or youi Designated Representative to complete the training
first, and then accompany the rest ot youi trainees as they participate m training We require
each trainee to sign a confidentiality and non-competitijan agieement on our then-cuirent form if
they are not individual signatories to either the Franchise Agreement or a personal guaranty ot
the Franchise Agreement
Training classes are not held on a fixed schedule, and depend on when new franchisees join the
franchise system Training classes are conducted after you sign the Franchise Agreement and
typically while your Studiois m the build-out phase You must complete all required initial
training appioximately 4-te-6 to 8 weeks betoie opening your Studio You may also be lequired
to participate m subsequent training or lelieshei coqises after youi Studio is open All
individuals paiticipatmg in Initial Tiammg must attend simultaneously I
We will piovide you with tiammg materials contained m the Manuals, which includes oui
training manual covering class format, positioning and choreography, propei fonn and
modifications teaching skills, and evaluation and leview forms Training courses cunently are
conducted by master trameis Oui Direct ot Training and Quality Assurance is Katelyn
DiGiorgio Ms DiGiorgio has 4ftl 1 years of expeiience m the mdustiy and has-been oui Dnector
of fraininu and Oualih Assurance since October 2013ovei 2 veais of expeiience with us
Classroom tiammg is cunently held at oui tiammg studio m Denver Colorado oi Spartanbuig
South Caiolina, and lasts 4 days On-the-job tiammg occurs at a place of your choosing
(typically youi home oi studio) Before the onening oi voiii Studio, we also leauiie vou to
paiticmate in anpioximatelv 6 conference calls and/or webinars to tram vou on certain asoectsipf
the required MindBodv software program, membership piesales marketing and daily
operations You will use our materials foi on-the-job training but we do not supeivise this aspect
ot training There is no additional fee toi youi initial training, but loi any subsequent tiammg oi
ongoing educational couises we chaige oui then-curient tiammg fee (see Item 6) You will be
obligated to pay any expenses foi you oi youi employees under travel lood accommodations
and any wages due duiing the tiammg process
Pure B irre
3Ql 3_032fll6 I PP
001 00-IM23I28 All the information on this website is published in good faith and for general information purpose only. FranChimp.com does not make any warranties about the completeness, reliability, and
1.1/1.1111^4
II CM 12 rCRRI ORY
Franchise Agreement
You will not icceivc an exclusive teiiiloiy You may lace competition horn otlici fianchisecs
liom outlets that we own oi liom othci channels ot distiibution oi competitive biands that we
contiol ^
Howevci once a location is selected approved by us land puichased oi leased by you, the
icmaindei ol Attachment A to the Fianchisc Agieement will be completed and signed by you
and us which will confiim the location ol your Studio and the piotected teiiitoiy that you will
leceive So long as you aie in compliance with the terms ot your Fianchise Agieement w'e >vill
not authorize any othei peison or entity including us and oui affiliates to opeiate a Puie Bane
Studio in yoLii piotected teiiitoiy The geogiaphic aieJot youi piotected teiiitory will depend m
pait upon the location ot the piemises like a city suburbs oi luial aiea For example the
protected teiritoiy within a city especially a laige city I is likely to be smallei than the protected
teiTitoiy ot a franchisee located m a luial less populated area Each protected tenitoiy is agieed
to by us and you
Undei the Fianchise Agreement, your Studio will operate from a specific location, tor which you
must obtain our advance approval Our then-current standards for proposed sites will apply
when we are making our deteimination whether to apprjave or disapprove a proposed site If you
and we have not agreed upon the location for youi Studio at the time you sign the Fianchise
Agreement, Attachment A to your Franchise Agieement will include a description of the
geographic aiea (the “search area”) in which you aie required to concentrate your eftoits at
locating the piemises tor youi Studio You will have exclusive rights to the search aiea ioi 60
days aftei the Fianchise Agieement is signed Howevei, attei the 60-day exclusive peiiod the
search aiea will be non-exclusive and it is possible that there could be multiple lianchisbes
seeking locations toi Puie Bane studios at the same time
We and oui alfiliates do not cuirently plan to operate a competing fianchise system ofteimg
similai goods oi seivices but we aie not piohibited tiom doing so Wc and our affiliates reseive
the lights to oftei products thiough alternative channels ol disliibution (including chain
waiehoLise, club and othei stoics the internet (e-commerce), electionic media, and/oi any othei
means ol distribution whethei existing now or in the tuluie) undei the Marks oi othei
tiademaiks oi seivice maiks Except as txpiessly limited by the pievious sentence, we and oui
affiliates letain all lights with lespect to Puie Baire studios the Maiks the sale of similai'oi
dissimilar pioducts and seivices and any othei activitjies we deem appiopiiate whenevei and
w'heievei w'e dcsiie We also have the light to entci into agieements wnth customeis locatedj m
your piotected teiritoiy to piovide seivices diiectly to them but m that event, we will give )|ou
the option to piovide those seivices to those customeis|on the lemis we have agieed upon with
them We and oui alfiliates may acquiic businesses pipvidmg products and seivices similai-to
those piovided at youi Studio, and we may conxert such businesses to Puie Bane Studios and
fianchise license, oi cieate similai airangemenls with lespect to these businesses once acquiied
even il these businesses (oi the hanchisees or licensees of these businesses) aic located oi
opciatmg in youi piotected tcnitoiy We aie not otheixpse required to compensate you foi any
permitted sales we make within youi piotected teiritory
39
Piia B irrt
304V0320I6IDD
I 168 001 0QM22I2S 1.3/1411 I.1.4
Ceilain alfiliates oi the paients ol oui l\iient have owneisiiip in Wvwlaeel-Snei-t-s - Inc-Peloton
inlhe-y-S that also sells letail athletic
I
weaf----It is leasonable to e\pect that FI .\vheel stiidi-es-will—be- located in-and \M-h-solicil

ciistomeis in }oui piotectcd tciiitoi>—Geitain alfiliatcs ol the-paients ol oiii Paient also ha\-e
owicishi-i> instationaiv bieveles) Sweat) Betty- (i pienmim women s activeweai biand 'and
letailei selling similai piodncts to that w'hich aie sold at Puie Bane Studios It-is leasonable to
expect that Sweaty Betty will soliut customeis-in ) oui-protected--tenitoi)—As noted m Item -I
above certain affiliates ol the paients ol oui Paient Have owneiship m the ow-nei ot the), and
CoiePowei Yoga biand CoiePewet Yoga^studios ollei yoga and fitness classes and sell lelated
fitness appaiel) It is leasonable to expect that CorePow'ei Yoga stud^s-will-beeach ot these
brands mav have retail outlets located m and will solicit customers m youi piotected terntoiy
I
You are not limited to soliciting oi accepting oidcis liiom solely inside youi piotected teiritoiy,
except that youi local advertising is limited to an aiea leasonably suiiounding youi location jand
that IS not pait ot any piotected teiiitoiy of any othei lianchisce You may not engage in any
piomotional or similai activities, dnectly oi indiiectly thiough oi on the Internet catalog sales
telemarketing oi othei diiect marketing campaigns, without oui consent You should expect that
most or all of your sales will be to customers who visit 'your location in person
I
You will not be permitted to relocate without oui approval Generally we do not approve
requests to relocate your Studio after a site selection has been made and you have opened' for
business unless it is due to extreme oi unusual events beyond your contiol It we approve your
lelocation request, we retain the right to approve your new site location in the same manner and
under the same tenns that are applied to your first site selection You have no options, rights of
fust lefusal or similar rights to acquiie additional Iranchises You will not be allowed to open
any additional locations unless undei a sepaiate Irancnise agieement foi which you must pay a
sepaiate franchise fee, and u'hich is subject to our approval We have the discretion to giant oi
deny any lequest for another iianchise
By enteiing into a Fianchise Agieement you pledge to generate a minimum amount of Royalties
dining each lolling 12-inonth peiiod of the teiin of the Fianchise Agieement (the ‘Minimum
Cumulative Royalty ’) If you sign a single-unit Fianchise Agieement, the Minimum Cumulative
Royalty will be $14,000 II you sign a Fianchise Agreement in connection with a Multi-Unit
Development Agieement, the Minimum Cumulative Royalty will be (i) $15 750 as of the end of
the 12th month ol operation (based cnliiely on annualized Gioss Sales duimg the second 6
months ot operation), (ii) $17 500 as ol the end of the 18th month ot opeialion foi the hailing
12-month period and (in) $22 750 as of the end ol the 24th month of opeiation and foi each 6-
monlh peiiod theieaftei toi the hailing 12-month period The initial lolling 12 month starts on
the 13th month following the opening ot youi Studio and extends loi 12 months Any failuie by
you to geneiate the lequired Minimum Cumulative Royalties m any lolling 12 month period \vill
be a mateiial default undei ot the Fianchise Agieement Flowevei, with lespect to the initial
instance m which you fail to geneiate the Minimum Cumulative Royalties you w'lll be able to
cine the default by paying us an> shoitfall in any requiied Minimum Cumulative Royalties The
shoitlall payment is due 30 days following the end of the applicable rolling 12 month peiiod m
W'hich the shortfall occuiied Any subsequent failuie by you to generate the Minimum
I’urt Dnrrc
:OI-'_0-'2flJilDD
I I6& 001 0Q.4'.lj2 l2S l■VI4■3l^4
Cuimilcilivc Royditie'; will not be unable Faikiie lo pay the slioitlall li ciiiable oi otbtiwisc pay
Minimum Cumulalivc Royalties peimils us to tcimmale tout Fianchist Agicement
II YOU and wc entei into an Option Agieement betoie executing a I lanchisc Agicement then )ou
and we will agiee upon a designated Option Iciiitoijy and w'e w'lll loigo giantmg any othei
lianchise lights wqthin that Option leiiitoiy foi the teim ol the Option Agieement duimg which
time you will investigate the aiea and determine w'hethei you wish to entei into a Fianchise
Agieement The lee you pa> us to entei into the Optjon Agieement is non-ielundable even it
you decide not to enter into a Fianchise Agieement
Multi-Unit Development Agreement
You will not leceive an exclusive teiiitoiy undei the Multi-Unit Development Agieement You
may face competition tiom othei tranchisees from outlets that we owm oi tiom othei channels
ot distiibution oi competitive biands that we contiol
Howevei while you aie in compliance with the Multi-Unit Development Agreement and all youi
Franchise Agreements we will not establish oi license others to establish Puie Bane Studios
within your Development Area during the term ot the pilulti-Unit Development Agieement You
are not required to achieve certain sales volume, market penetration or other contingencies in
order to maintain youi exclusivity tor the Development Area, but your failure to comply with the
Development Schedule will be a material breach of the Multi-Unit Development Agreement,
which may result in our terminating the Multi-Unit Deyelopment Agieement
The Multi-Unit Development Agreement giants you tlie right to acquire franchises to develop,
own and opeiate Puie Bane Studios w'lthin the designated Development Aiea that will be
desciibed in Attachment A attached lo the Multi-Umt pevelopment Agieement
The boundaries of the Development Aiea will typically be described by an aiea encompassed
within a circle having a ladius ot a specific length which may be described by lefeiiing to a
particular city county, oi othei political boundaiy We will determine in oui discietion the
Development Aiea we will ottei to you before you sign! the Multi-Unit Development Agieement
We detennine the size ot the Development Aieaj based on multiple factors including
demogiaphics, tiaffic patterns competition youi capacity to leciuil and provide scivices in the
Development Area and site availability among other economic and market factors 1 he Multi-
Unit Development Agieement expnes on the lequiied opening date specified on ,the
Development Schedule foi the last Puie Bane Studio you aie lequiied to develop undei the
Multi-Unit Development Agieement When the Multi-jUnit Development Agieement expnes oi
IS teiminated the giant ol Multi-Unit Development lights including the aiea piotection
confeiied by the Multi-Unit Development Agreement, tenninates Youi light to use the Puie
Bane franchise system will be limited to those Puie Bane Studios operating undei Fianchise
Agieements you (oi an appiovcd affiliate) may have enteied into befoic the expiiationl oi
teimination ot the Multi-Unit Development Agreement I '
We and oui alflliates lelam the light to (1) establish opeiate and allow otheis lo establish and
operate Pure Bane Studios using the Marks and the Pure Bane fianchise system at any location
outside the Development Aiea on teims and conditions we deem appiopnate (2) establish
PiifL B im.
201^ 0^2016 rPD
downloaded
001 from franchimp.com.
00 0122-128 ImAll the information
/1421 I2.4 on this website is published in good faith and for general information purpose only. FranChimp.com does not make any warranties about the completeness, reliability, and
opeidle and allow otheis to establish and opuate othei exciuse and woikoul studios anvwhuc
in the woild that may otiei pioducls and seivices that may be identical oi simdai to pioducts and
seiviccs otteied by Puie Bane Studios but undei tiade names liademaiks seivice maiks land
commeiual symbols othei than the Maiks, (3) opciate oi license otheis to opciate Pine Banc
Studios that we oi oui designee acquiies liom a tianchisce as a lesult ot the txcicisc oi oui light
o( (list letusal oi light to puichase as provided m the! fianchise Agieement, and (4) establish
opeiate and allow otheis to establish and opeiate othei businesses and distnbution channels
(including the Internet) vvheievei located oi opeiatmg and legaidless of the natuie or location oi
the customeis with whom these othei businesses and distnbution channels do business that
operate undei the Marks oi any othei tiade names t ademaiks, seivice maiks oi commeicial
symbols that aie the same as oi diffeient tiom Pine Bane Studios, and that sell pioducts oi
seivices that aie identieal oi similar to oi competitive with those that Puie Bane Studios
CListomanly sell In addition we specifically letain the light undei the Multi-Umt Development
Agreement to (1) acqune the assets oi ownership inteipsts oi one or moie businesses including
Competitive Businesses (as defined m Item 17) and tianchismg, licensing oi cieating sinnlai
anangements with respect to these businesses once acûiied, wheievei these businesses (oi the
franchisees oi licensees ot these businesses) are ocated or opeiatmg (including m the
Development Area), (2) be acquired (whether through acquisition of assets, owneiship inteiests
or otherwise, regardless of the form of transaction), by any Competitive Business, even if this
business operates, franchises or licenses these businesses in the Development Area, (3) operate
or grant a third party the right to operate any Puie Barre Studios that we or our designees acquire
as a result of an exercise of a right of first refusal or purphase right under a Franchise Agreement,
and (4) engage in all othei activities not expressly prohibited by the Multi-Unit Development
Agreement As noted above, the FKwheelPeloton. Sweaty Betty and CorePower Yoga brands
may conduct business and solicit customers in your Development Area |
You may not engage in any promotional oi similar activities, diiectly oi indirectly, thiough oi on
the Internet catalog sales telemarketing or othei direct maiketmg campaigns, without oui
consent
We aie not lequired to pay you il we exeicise any of thje lights specified above inside oi outside
youi Development Aiea
ITEM 13 TRADEMARKS
I
The following is a description of the principal seivice inaiks that we will license to you Fhis
seivice mark is legisteied on the Piincipal Registei o "the U S Patent and Tiademaik Office
( USPTO ) All lequiied affidavits have been filed
Piia B irrt
032016 I DD
I 168 001 0011132128 IVI4:!m4
Registiation Registi ation
Maik Classes Date I
Number
puie banc 3 553 370 041 12/30/2008
009 016 021 11/12/20 lb

puie bane 4 431 632
025 028 030
009 016 021
4 431 630 025 028 030 11/12/2013
041
009,016 021
4,608 054
025 028 041
lift • tone • bum 09/23/2014
(not including
website)
The chart does not necessarily include eveiy trademark that we own, and the Franchise
Agieement gives us the nght to add, modify, or lemovejmarks from those that we license to you
There are no currently effective material determinations of the Patent and Trademark Office, the
Trademark Trial and Appeal Board, or any state trademark administrator or court under the Mark
listed above We also are unaware of any pending infringement, opposition, oi cancellation
proceeding, or of any pending fedeial or state matenal litigation regarding our use or rights in
any Mark, and we know of no superior rights or infringing uses that could materially affect your
use of the Mark listed above j
The Marks and othei intellectual piopeity are owned by Parent which, undei an Intellectual
Piopeity License Agieement dated Octobei 11, 2012 (the “IP License Agieement ) has gianted
us the light to use and subhcense the use the Marks and othei intellectual pioperty The initial
term of the IP License Agieement is 10 years, and it automatically renews for unlimited
successive one-yeai teims The IP License Agreement may be teiminated by Patent, with oi
without cause on 30 days piioi wiitten notice to us If we weie evei to lose oui rights undei the
IP License Agieement, all franchise agreements will automatically be assigned to and assumed
by Parent so youi rights to use the Marks and othei intellectual pioperty in accoidance with the
Fianchise Agieement will not be impacted Flowevei we would not be authoiized to add
additional hanchises undei the Multi-Unit Development Agieement and that would cause us to
bleach the Multi-Umt Development Agreement unless that agreement is also assigned to and
assumed by Paient (which does not happen automatically) Othei than the IP License Agreement
theie aie no agieements cuiiently in effect which limit 6ui lights to use oi license the use ol any
ol the Marks m a mannei that is matenal to the fianchise
You aie obligated to notify us if you leain ol any appaient oi potential inirmgement ol any Maik
as well as any challenge to oui or youi use of the Marks We have the right to control any
litigation that arises out an> claim related to the use ol^the Maiks including whether to initiate
litigation to challenge another person s mfimging use We will defend and indemnify you
against any third-paity claim that you have unlawfully used the Maiks while youi actual use
Pure Barre
-20 b 0320161 DP
1168 001 OO-P-122428 I.VI4im.4
oompljcs wilh the Pianchisc Agiecmenl and any olhei itstiiLlions Ol speuTications imposed by
the Manuals We may adopt new Maiks and discontinue the use ol existing Maiks and you |\\ill
be lequiied to make the coiicspondmg changes to voui Studio at yoiii expense
ITEM 14 PATEN TS COPYRIGHl S AND P ROPRIE 1 ARY INTORMA1 ION
No patents oi pending patent applications aie mateiial to the tranchise We oi oui affdiates
claim copyiights m the Manuals (which contains oui jtiade seciets) adveitismg and maiketmg
mateiials, and similai items used m opciatmg youi Studio In some instances we oi affiliates
have obtained fedeial copyright icgistrations foi oui teachei training manuals and oui cxeicisc
piogiam DVDs You may use these items only as we specify while opeiatmg youi Studio (and
must stop using them if we so diiect you) The followin'g is a desciiption of certain copyiights ioi
which OUI Parent has acquired federal legistiation anld which we are authoiized under the IP
License Agicement (see Item 13) to use and peimit oui franchisees to use
Copyright Registration Registration Duration Whether Franchisor

Number Date i of the Can or Intends to1
1 Copyright Renew 1
Teachei Tiaining Manual TX0007679563 2013-02-21 95 years Cannot be lenewed '1
1
Teacher Training Manual TX0007679562 2013-02-21 95 years Cannot be renewed

1
Teacher Tiaming Manual TX0007675833 2013-02-22 95 yeais Cannot be renewed

Teacher Tiaining Manual TX00079I8310 2014-05-15 11 95 years Cannot be lenewed ,
i
The chart docs not necessaiily include eveiy copyiight that we oi oui affiliates own
Theie cuiiently aie no effective adveise deteiminations of the USPTO, the United States
Copyiight Office, or any court regarding the copyiighted materials Except for the IP License
Agreement, no agreement limits oui light to use oi allow others to use the copyrighted materials
We do not actually know of any infimgmg uses of oui copyiights that could mateiially affect
youi use of the copyrighted materials m any state
We need not piotect oi defend copyiights although we intend to do so if m the franchise

system s best inteiests We may contiol any action we choose to bung even if you voluntaiily
bring the mattei to oui attention We need not participate in youi defense and/oi indemnify you
loi damages oi expenses m a pioceedmg involving a copyiight
The Manuals and other mateiials contain oui confidential mloimation (some ol which constitutes
tiade seciets undei applicable law) This infoimation includes location selection ciiteria, product
and services specification standaids training and opeiations mateiials, methods formats
specifications systems pioceduies tiainmg techniques sales and maiketmg techniques
knowledge and expeiience used m developing and operating youi Studio, marketing and
advertising piogiams foi your Studio, any compulei softwaie or similar technology that] is
piopiietaiy to us oi the franchise system, our music playlists that we piovide to you, knowledge
ol specifications foi and suppliers of products and seilviccs and othei pioducts and supplies
Puri. Barrc
2013 0>20i(srDn
168 001 00l'-lj-2-l28 All the information
13/1-11112 4 on this website is published in good faith and for general information purpose only. FranChimp.com does not make any warranties about the completeness, reliability, and
knowledge ol the opeialmg icsults and llnancnl peilomience ol Pme Bane studios olhei than
Youi Studio, giaphic designs and lelated intellectual piopeity inloimation about membeis sueh
as membei names addiesses telephone numbeis e-niail addiesses buying habits piefeiences
demogiaphie inloimation and lelatcd inloimation ,
1
All impiovements developments deiivative w'oiks enhaneements oi modillcations toUhe

lianchise system and any eonfidential inloimation made oi cieated bv you voui emplo)ees oi
youi contiactois wall be owaied solely by us To the extent that you youi employees oi youi
contiaetois are deemed to have any mteiest m any ol these impiovements you must assign all
light title and interest m these impiovements to us You will be lequned to sign documents and
take othei actions we leasonably request in oidei to make the assignment ettective
I t
You may not use oui confidential mlormation m an unauthoiized mannci You must take
leasonable steps to pievent its impioper disclosuie tJ otheis and use non-disclosure and non
competition agieements with those having access We! may legulate the toim ol agreement that
you use and will be a thud paity beneficiaiy ol that agieement with independent enfoicement
rights
ITEM 15 OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION

OF THE FRANCHISE BUSINESS
Franchise Agreement
If you operate the tranchise through a-eeiporalten, limited liability company, or parlnershtpan
entity you must designate and request our approval of one of youi owneis (who must be a
natuial peison) as Designated Repiesentative You may not change youi Designated
Repiesentative without oiii consent Youi Designated Representative will be authoiized on youi
behalf to deal with us m lespect of all matters whatsoever which may arise m lespect of youi
franchise agreement
In addition, whethei vou are an individual or il vou on erate the franchise through an entity, you
wiH-aopomt subiect -to our aBOioval must desianate cc;rtam individuals to function in kev loles
(‘Kec Roles '1 m the ooeiation of the Studio Thesel kev individuals include an ‘Ooeiations
IVlcUlaiiCI WilU Ja ULlUilllcU UlIU LuUUUlC Ul UCl lUNlllIlii LlMUdllU d L^CdLl I CdCllCI 1 liC WUCldllUIlo
Manaaer must work on a tull-time basis and he or she will manaa-m«e the coie ooerations ot
T7C—lllc—Will j—ullWnb—IVlalrcrt^cl—uLfccpittuic—co—fcrb—|Urrl.r—rVe—11U11lld 11 y—rCCOlliniWiiCl—ilidt—yOU
“Lead Teacher ” will in addition to teachma elasses oveisee and leview the neifoimance of
voui other teaeheis T he Kev Roles mav with oui niioi annioval. be consolidated and be
oerlormed bv one oerson We mav leauire that Kev Roles be filled bv one oi moie of voui
owneis and if we determine that voui owners aie not Qualified to fill a Kev Role vou will be
reauiied to appoint one oi more of voui employees to do so In anv event, each neison filling a
Key Role is at all times subiect to oui acceptance and approval and must have completed to oui
satisfaction, anv tiaming oiograms that we require ne rsons m those loles to complete Unless
45
riirt LI 11 iL
301-1-052016 1-00
I 168 001 00 IU2242S 15/14.11 H-1
senino as the-Qpei-dlriens N4afteaeiiii a Key Role you die not peisonally lequiicd to pditicipale in
the detedcliicct ooeiation ol voui Studio Opeidtiei>s Managei is leqimed to-complete initul
tuw-mng piegiam to-oui sjtifrkittion and to take pait i-n-any othe-i-tidinii^g that we latei lequiic
We do notdeqiiiie that the Opeiations Managei hold any owneiship inteiest it )OU aie an-e-ntit)
If the Ooeiations Manatici [i an individual fiHinu d Key Role is not an ownei ol you then you
must diiectly ensure that the Operations Manauei individual maintains the conlldentialitv of the
Manuals and all othei confidential intonnation that we piovide you oi allow you to access In
addition, we may leauiie you to obtain noncompetition' covenants horn individuals who seive in
a Key Role
Eithei you oi, it you die at any time a corpoiation a limited liability company a geneial, limited
Ol limited liability paitneiship oi anothei toim ot business entity an individual that diiectly oi
mdiiectly owns at least 25% of the owneiship inteiest in you (the Managing Ownei ) appiojiêd
by us must devote an amount ot his oi her business time and efforts to the operation, piomotion
and enhancement ot the business undei the Multi-Unit Development Agieement You or the
developei’s Managing Ownei must supervise the development and operations ol Pure Bane
Studios franchised undei the Multi-Unit Development Agreement
Personal Guaranty and Assumption of Obligations
If the fianchisee oi developei is a legal entity (othei than an individual), each owner of the entity
IS requiied to sign an agieement (a “Guaianty and Assumption Agieement ) undei which the
owner will peisonally assume and guaranty the peiformance of the fianchisee’s oi developei s
obligations to us under the fianchise Agreement and Multi-Umt Development Agieement as
applicable It you are an individual, youi spouse must also sign the Guaianty and Assumption
Agieement for the limited pin pose ot acknowledging and consenting to the execution ot the
Guaianty and Assumption Agieement by his oi her spouse to bind the non-owner spouse s
inteiests m marital assets The execution by a non-owner spouse does not bind the non-spouse s
peisonal property noi does the non-ownei spouse othei wise peisonally guaranty or peisonally
assume the fianchisee’s oi developei s obligations to us undei the Fianchise Agreement oi
Multi-Unit Development Agieement
ITEM 16 HESTRICnONS ON WHAI IH E FRANCHISEE MAY SELL
We will establish the goods and seivices that you aie permitted to sell and you must oftei toi
sale all goods and services that we specify In geneial :ôu will be ofleiing woikout seivices and
fitness-ielated goods beaiing the Puie Bane name and logo We have the unlimited light to
change the goods and seivices that must and may be otfeied to customeis and you will have the
obligation to adheic to any ol these changes
I uri. Barn.
20l.-r-te2016 I DD
ITEM 17 RENEWaM irRMlNAflON 7 RAN^p’R AND DISPU I E RESOLUTION'
I I
lliis tabic lists certain important piovisions of the fianehisc and i elated agi cements You
should lead these piovisions m the agreements attached to this disclosure document
THE FRANCHISE RELATIONSHIP
Provision Section m franchise Summary'

or other agreement
Lengtli ot the Fianchise Agi cement 5 yeais
fianchise tenn Section 1 1
Multi-Unit 1 eim ends on the scheduled opening date ol the last studio as
Development specified on tie Development Schedule oi the last day ot the
Agi cement Section last development period whichevei occuis first
1 B
Option Agi cement Option teim ends on the eailiei ol the date you sign a
Section 2 1 franchise agi cement oi 30 days
Not applicable in
Agreement
Renewal or Franchise Agreement If this IS your|first Franchise Agreement for this location
extension of Sections 11 1 and then you will be given the opportunity to entei into two
the term 11 3 additional consecutive 5-year terms if certain conditions are
met
Not applicable in
Multi-Unit
Development
Agreement oi
Agreement
Option Agi cement It you provide notice ot your intention to sign a tranchise
Sections 2 1 and 3 2 agreement but we cannot cunently otfei oi sell franchises
because we need to amend our tranchise otfei mg oi oui state
legistration has lapsed the Option Agieement s teimination
date will be tolled Otheiwisc no extensions withoutoui
pi 101 wiitten consent '
Pure Bnrrc
30l> fe20l6l DP
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001 00l\l22n8 All the information on this website is published in good faith and for general information purpose only. FranChimp.com does not make any warranties about the completeness, reliability, and
I-VI41111.-1
Provision ScLtion in tranchisc Summan
or other agi cement
Requiiemcnts Fianchise Agieement 1 0 qualily to lencvv \'ou must (i) piovide notice of your
loi lianchisec Sections 111 112 intent to entu into a iene\\ between 90 and 180 days beloic
to lenew oi and 11 4 the end ol the applicable teim (unless we modily tb'at
extend peiiod) (ii) be m lull compliance with the Fianchise
Agieement the Manuals and any othei agieement with us oi
OLii afFiliates! (ill) have and be m good standing with all
licenses and permits (iv) be m full compliance with all
monetaiy obligations to us, oui affiliates, and all thud
parties (v) have made any lequiied modiFications and
upgrades to the location and operations, (vi) have committed
no moic than 2 mateiial defaults ol the Franchise Agieement
foi which you icceived vviitten notice and a demand foi cuie,
(vii) have the light to retain possession of the location loi the
teim of the successoi agieement, (viii) sign a geneial lelease
of all claims against us (to the extent peimitted by applicable
law), (ix) meet all general lequnements then applicable to
the appioval of new franchisees, (x) pay a lenewal tee of
$5,000 m lieu of the initial fee othei wise due under Ithe
successor agreement, and (xi) sign our then-cuirent form of
Franchise Agreement that may contain materially different
terms and conditions than youi oi iginal contract ,
Not applicable in
Multi-Unit
Development
Agieement, Option
Agreement, or
Agreement
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downloaded from franchimp.com.
001 001'I22128 All the information on this website is published in good faith and for general information purpose only. FranChimp.com does not make any warranties about the completeness, reliability, and
IVUdin.-l
Piovision Stclion in franchise Summary
01 other agi cement
I cimination by Fianchise Agieemcnl You may tei inmate il we violate a mateiial and substantial
lianchiscc Sections 14 1 piovision ol the Fianchise Agieemcnl and tail to icinedy oi
make substantial piogiess towaids cm mg the \ lolalion
within 60 days attei leceiving wiitlen notice liom you
Development Sei vices You may teiinmate i1 we mateiially bieach the agieement
Agieenient and do not coiiect the failuie within 30 days ol dcliyciy ol
Section 4(b) notice of the bieach
Not applicable in
Multi-Unit
Development
Agreement oi Option
Agieement
Teimination by Not applicable m We may not tennmate w'lthout cause
fianchisor Fianchise Agieement,
without cause Multi-Umt
Development
Agreement, oi Option
Agreement
Development Services We may temiinate without cause upon 90 days wiitten
Agreement notice to you
Section 4(a)
Tennmation by Franchise Agreement We are permitted to tennmate with cause For curable
franchisor with Sections 14 2 14 3 defaults we must give you written notice and allow^ 10 days
cause and 14 4 for cure
Multi-Unit We may teiminate only if you oi youi owners commit one of
Development several violations Undei cross-default piovision we can
Agreement Section terminate the Multi-Unit Development Agreement if you oi
7A your approver affiliate fails to comply with any piovision ol
any Franchise Agieement and does not cuie such failuie
within the appilicable cure peiiod
Development Sei vices We may teiminate if you mateiially bieach the agieement
Agieement and do not coirect the failure within 30 days of delivciy of
Section 4(b) notice of the breach ^
Not applicable m
Option Agreement
Puri. Bnrre
■20l3_032fll^l DO
168 001 00IM22I28 All the
I.VI4 j>Iinformation
l.v-t on this website is published in good faith and for general information purpose only. FranChimp.com does not make any warranties about the completeness, reliability, and
Provision StcTion in franchise Summary'
01 other agreement
Cause Fianchisc Agieemcnl Cause toi teimination that may be cuied is a violation ol any
detined- Sections 14 2 and mateiial pio\jision ol the Fianchise Agiecmcnl e\cept loi
cuiabk 144 those that aie non-uiiablc oi that ait not leasonabl)
defaults susceptible to cuie It you violate anv health safety oi
sanitation law you will have 72 hours altei notice liom us oi
anv third nartv to cuie Undei cioss-default piovision, cause
to tenninate the Franchise Agiecment also includes any
ciicumstancejthat would give rise to a teiminable default
undei any othei franchise agi cement between us oi oui
affiliate and you the Opeiations Managei a Lead T eachei
or any entity that is majoi ity-ow'iied by one oi more ownei ol
the tianchisee entity
Multi-Unit Undei the Multi-Unit Development Agieement, you have 10
Development days to cure monetary defaults, failuie to tuinish leports
Agi cement financial statements, tax retuins oi any othei documentation
Section 7 A requiied, 30 days to cure a failuie to comply with the
development jschedule (unless caused by a Casualty Event),
and 15 days to cure any failuie to obseive, perform or
comply with any other of the terms or conditions of the
Multi-Umt Development Agreement, and applicable cuie
period for defaults undei Franchise Agreement The time tor
cure will be extended for up to 180 days if the leason toi the
default was a ‘Casualty Event, defined to be a fiie* tornado
huiricane flood, earthquake or similai natuial disastei
beyond your control
Development Sei vices Any material breach that lemains uncuied foi 30 days aftei
Agi cement delivery of written notice
Section 4(b)
Not applicable in
Option Agreement
Pure Barrc
20l> 0-'20l6 I DO
116S 001 004VI2212« IVM'113.4
Pi o\ iMon Stction m fr.iiichisc Summai\
or other agi cement
‘Cause Fianchise Agieement We aie not ie|qLiiicd to otfci any oppoitunity to cuic lj)eloic
dcfincci- Sections 14 3 and teimination i1| you (i) have misicpitscnted oi omitted mateiial
iion- cut able 144 facts in yoLii application oi othti matciials piovidcd to us
dclaults befoit enteiing into the Fianchise Agieement (n) fail to
complete initial tiaming to oui satisfaction (in) becoine
bankiLipt oi iijisolvent oi otbeiwise unable to pay youi debts as
they become Hue (iv) make an assignment foi the benefit ot
cieditors havê a receivei oi similar custodian appointed oi
make a disposition ol substantially all of youi assets ■
(v) abandon oi cease operation ot youi Studio oi cease to
communicate with us (vi) youi self oi thiough any ownei aie
airested foi held liable for aie convicted of or plead guilty oi
no contest to a chaige ol violating a law lelevant to youi
Studio (vii) >'ou Ol any ovvnei is intoxicated or undei the
influence of illegal diugs while at the Studio (viii) attempt to
assign transfei, oi make unauthoiized use of the Marks oi
disclose or make unauthorized use of the Manuals or othei
confidential materials or information, (ix) fail on 3 oi more
separate occasions within any 12-consecutive-month period to
comply with the Franchise Agreement whether or not you
correct the failures after our delivery of notice to you, (x) fail
on 2 Ol more separate occasions within any 6-consecutive-
month periodjto comply with the same obligation undei the
Franchise Agreement whether or not we notify you of the
failures, and, if we do notify you of the failuies whethei oi not
you collect tlie failuies after oui deliveiy ol notice to^you, (xi)
fail to meet the minimum lequired Cioss Sales (xii) fail to pay
when due any| amount owed to any cieditoi, suppliei oi lessor
of youi Studio and do not coirect the failuie within any
applicable cuie period (xiii) you oi youi Operations Managei
01 othei employees fail to satisfactoiily complete any|additi'onal
training oi education piogiams we lequiie within 30 days of
notice fiom us ef-(xiv) fail to meet the requiied schedule to
obtain youi Studio s location complete constiuction and open
foi business oi (xvi vou neimit a condition at the Studio
memises that'causes an immediate nublic health oi safety
concern Undei cioss-defaull piovision we aie also peimittcd
to teimmate without notice to the extent and m the >
ciicumstances provided foi undei any othei fianchise|
agreement between us oi oui affiliate and you the Opjeiations
Managei ot a|ny entity that is ma|oi ity-owned bv one oi more
ownei of the fianchisee entity
51
Pure Uarrt.
2013 0^2016 100
This document wasI downloaded
I6S 001 00I\I22I2S |3/I4U
from franchimp.com. IS4 on this website is published in good faith and for general information purpose only. FranChimp.com does not make any warranties about the completeness, reliability, and
All the information
Pi ovision StLiioii in franchise Suniniai'j
01 othu agreenicnf
Mnlti-Unit Non-cuiable oelaults undei the Multi-Unit Development
De\clopmcnt Agieement include ceasing oi thieatenmg to cease to cany
Agicement Section on the busine|ss, liquidation ol youi assets lailuic to pay any
7A debts 01 other amounts incuiied by you in opeiating the
business when these debts oi amounts aie due and payable
an assignment loi the benellt of cieditois appointment oi a
tiustee 01 leceivei 3 oi moie lepealed violations duiing any
12-month peijiod 2 oi moie lepeated violations duiing any 6
month pel iod|, in the event you are an entity liquidation oi
dissolution 01 amalgamation oi if you lose youi chaitei by
expiiation torleiture oi othei wise, mateiial
misiepresentations oi omissions conviction of a lelony
dishonest oi unethical conduct unappioved tiansfeiis of the
Multi-Unit Development Agieement oi an owneiship inteiest
in you, and your rejection of 2 or moie pioposed sites that
we have provided you j
Option Agreement We may terminate if there is a material change in youi
Section 2 4 application toj become a franchisee
Development Sei vices We may terminate if your Multi-Unit Development
Agieement Agreement is terminated
Section 4(b)
52
Pure B irre
2fH3 0.-)20lfil DP
1168 001 00PI2212S l■VI-^■1m4
Piovision Section in franchise 5uinman'
or othci agreement
Fi cinch I see s Fianchise Agicement You must (i) adheie to all post-teimmation covenants and
obligations on Sections 10 2 10 3 icstiictions (jn) pav all fees based on Gioss Sales made
leiminalion / 10 4 14 6 and 14 10 thiOLigh the Cjllectnc date ot termination and pay all othei
nonienewal amounts then due (ni) piomptly ictuin the Manuals any
Item bcaiing the Maiks and any othei copyiights oi
piopiietaiv mateiialsoi softwaie, (iv) cease doing any
business undci oi associated with the Marks (v) cancel any
coiporate or tiade name rcgistiations using any Maik oi
deiivative (vi) lemove from all propeity any Marks and
signs displaying the Maiks including trade dress (vii) assign
to us any telephone numbeis, domain names email i
addresses electronic network and diiectoiy lists undei the
Puie Bane Studio and cooperate with us to ensuie those
assignments, and (viii) allow us to conduct a Final audit and
to verify youi compliance with post- termination obligations
Notity clients of your Studio that you aie no longer oui
franchisee (also see (o) and (r) below) ,
Multi-Unit Under the Multi-Umt Development Agreement, you must
Development cease using the Marks and franchise system, return[all
Agreement Sections proprietary materials, forms, documents and information,
7 B and 7 D comply with confidentiality requirements, and comply with
all post-termination non-compete and non-sohcit cojk'enants,
and at our option, sell oi assign to us your rights m the Puie
Barre Studio piemises and the assets used m the business
Not applicable m
Option Agieement or
Agreement_________
Assignment ot Franchise Agreement No lestriction on our right to assign
contidct by Section 12 7
tianchisoi Multi-Unit
Development
Agieement Section
6A
Development Sei vices Wc may not tianslei oi assign the agieement except we
Agieement may assign to oui affiliate
Section 3
Not applicable in
Option Agieement
:>3
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Provision Section in fianchise Suminar}'
01 othci agieenient
Fianslei bv fianchise Agieemenl lianslei includes any assignment translei oi encumbiancc
lianchisec— Sections 12 1 12 4 ol an) intciest in oi ownciship oi contiol ol you the Puic
defined and 12 8 Banc Studio joi the fianchise Agieemenl Tianslei includes
any sccuiity inteiest gianted in the fianchise Agieemenl the
Location the Puie Bane Studio oi the assets of the Puie
Baiic Studio Transtei also includes any disposition lesultmg
horn death oij incapacity
Multi-Unit Includes voluntary oi mvoluntaiy sale assignment
Development subdivision sub-tranchismg giant of mortgage charge hen
Agieement Section 01 secLiiity interest, mergei oi consolidation sale oi
6B exchange ot \otmg securities, oi tiansIei caused by,divoice
01 death
Not defined in Option
Agreement oi
Agreement
Franchisors Franchise Agreement Any proposed tiansfer (including a change of the fianchise s
approval of Section 12 1 Designated Representative) requires our piior written
transfer by consent
ti anchisee
Multi-Umt We have the right to approve all-tfansters by you or youi
Development owners but will not unreasonably withhold or delay |
Agieement Section appioval—However-, tiansfers among current owners of
6B owneiship interests-only lequiie-prior notice it the Managing
Owner lemains the same and thei-e is no change m
contiol Any oionosed transfer leouires oui prior written
consent
Not applicable m
Option Agieement oi
Agieement_________
54
I’liri. li irre
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1 168 001 00-tM32438 l■VI431l■'4
Piovision Section III fianchist Suminai V
01 othei agiecmcnt
Conditions toi Fianchise Agicement No tiansleis betoie youi Studio is open loi business You
fianchisoi Sections 12 1 12 2 and the tiansljeiec must sign a consent to tianslei m
appioval ol and 12 3 substantially the loim icllected m Exhibit I Minimum
tianstei conditions to tianslci aie (i) you aie m lull compliance with
the Fianchise Agieement Manuals and any othei '
agieements with us oi oui alfiliates (ii) you have made all
requiied modifications and upgiades to location and
operations (iii) you oi the Iransfeiee has paid a fee 'equal to
25% of the th'en-cuiient initial fianchise lee (iv) we have
approved the teims of the tiansfei agieement (v) the
tiansfeiee has submitted all infonnation and meets the
cnteiia applicable to new fianchisees (vi) at oui option the
tiansteree has assumed the Fianchise Agieement and all
ancillaiy agiejements oi has signed the then-cunenl 'fianchise
agreement and'ancillaiy agieements, which may contain
teims that vary materially horn the cuiient form of franchise
agreement, (vjii) the transfeiee agiees to complete training
and pay us our then-current training fee, (viii) you obtain
necessary thii-d party consents to tiansfer licenses and othei
agreements, (ix) you and your owners sign a general release
of all claims against us (to the extent permitted by applicable
law), (x) we have elected to continue franchising generally
and in the area where youi location is located, (xi) \ye would
sell a franchise to the transfeiee undei noimal ciicumstances
Tiansferee must meet qualifications, satisfactorily complete

Multi-Unit tiaming and p'ay lequiied fee, have no financial oi ofhei
Development interest in a Cpmpetitive Business, enter into all then-cunent
Agreement toims of agieement requiied by us you must have fulfilled
Section 6 B(l) all your financial obligations, must execute geneial leleasc,
pay expenses and applicable lees
Not applicable undei

the Potion Agreement
or Development
Services Agreement
55
Pint B irri.
2011 o.-)2ni6mo
1168 001 n04i4-2-2128-l-VI42l 12.4
Provision Section in franchise Sunimai7
01 othci agreement
Fiancliisoi’s Fianchise Agiecment You must notilv us ol any acceptable bona Fide puichase
light ol Fust Section 12 5 oltei and we have the light to acquiie the same assets on the
lekisal to same teims y/t have 30 da>s to exeicisc oui light ol fiist
acquiie letusal, may substitute cash loi any othei loim ol
hanchisce s consideiation and may make lull payment at closing 11 we
business do not exercise oui light ol Fust lefusal and the teims ol the
otlei mateiiaUy change bcloie transfei oi the tiansfei is not
ettected within 90 days ol the initial notice to us then we
will have a renev\ed light ol Fust refusal All transleis to a
thud paity are subject to the transfer piovisions and|
lestiictions of the Fianchise Agicement It youi Stuaio has
been used as collateial foi an SBA-guaranteed loan [(which
requires oui pfior consent) we will not while such loan
remains unpaid exercise oui light ol First refusal with
lespect to a tiansfei of pait of the ownership interests m you
unless in connection with oui exercise of the right of fust
refusal we are paying oft the SBA-guaranteed loan, [howevei,
we reserve the right to assign oui right of first refusal with
respect to such tiansfers to an unafFiliated third-party
11 you receive an offei to sell or transfer an interest, diiect OI

Multi-Unit indirect, m the Multi-Unit Development Agreement your
Development business operated under the Multi-Umt Development
Agreement Section Agieement or an ownership inteiest m you, we have a light
6C of fiist lefusa to puichase this mteiest offei ed foi tne puce
and on the terms and conditions contained m the offer with
certain piovisions, if this light is not exeicised within 30
days of oui leceipt ol notice of this intention to sell oi
tiansfer then you may sell or transfer in accoidance with
Items k thioLigh m of this Table

Option Agreement oi
Agi cement
Pure Bjitc
201->0-.2ni6IDD
1168 001 00l\ljj-l28 I.VI43II'
Pro^ ision Section in fi anchiiê Summary
or other agi cement
nanchisoi s Fianchise Agicement We may buv (i) the equipment used in the operation ol youi
option to Section 14 7 Studio at the then-cuiient book value using stiaight-lmc
pui chase depieciation and/oi (n) the location ol youi Studio (il owned
hanchisee’s by you oi one ot youi affiliates) at tan maiket value altei the
business Franchise Agieement is teiminated oi expiies (without
lenewal) If you do not own the location of youi Studio we
may require ;}oli to lease oi sublease the location toais
I
We have the right to puichase the assets of youi Studios m

Multi-Unit the Development Aiea if we teiminate the Multi-Unit
Development Development Agreement foi any leason other than! because
Agreement of the termination of any Franchise Agreement foi a studio m
Section 7 D the Development Aiea
If we tenninate the agreement because of your bieach of the

agreement befoie you take possession of the premises, we
Development Services will have the right to acquire ownership of the Studio We
Agreement will exercise that option within 14 days after our notice of
Section 4 termination of the Agieement If we elect to acquire the
Studio under these circumstances, you must assign the lease
to us or our designee and we will reimburse you for any
development costs you have expended in connection with the
development of the Studio, as of the date ot oui election

Option Agieement
57
Piiri, Birrc
20i->_n.->20i6inn
Pi ovision Sectuisi III fi ancliise Suminaiy
01 other agiecment
Death oi Fianchise Agieement Yoiii (oi anvbl }Ourowneis) dealh is a lianstei leqaiiing
disability ot Sections 12 8 OLii consent See(k)abo\e Howevei oui appioval will not
lianchisec be Linieasonably withheld oi delayed while at least one ol
youi owneis continues to be the Designated Repiesentativc
II as a lesLilt lof the death oi incapacity ot the tiansteroi, a
tiansfei is pioposed to be made to the tiansfeioi’s spouse
and il we do not approve the tianstei, the trustee oi '
admmistratoi jof the transferoi s estate will have 9 months
aftei oui refusal to consent to the tianstei to the tiansfeioi s
spouse vvithiJ which to tiansfei the tiansteioi s interests to
anothci paity w'hom we appiove We may appoint an interim
manager to ofieiate youi Studio fiom the time ol youi death
until the appointment of a new eQpeiations mManager You
will compensate the interim manager
Youi (or any ot youi owneis) death is a transfer requiring

Multi-Unit our consent See (k) above However, oui approval will not
Development be unreasonably withheld or delayed while at least one of the
Agreement Section Managing Ow nets continues to be the designated Managing
6B Owner If, as a result of the death or incapacity of the
transferor, a transfer is proposed to be made to the j
tiansfei or s Sprouse, and if we do not appiove the transfer, the
tiustee 01 admmistiatoi of the tiansferoi’s estate will have 9
months aftei oui retusal to consent to the tiansfei to the
tiansfeioi’s sppuse within which to tiansfei the transferoi s
inteiests to another paity whom we appiove
Not applicable undci

Option Agieement oi
Agi cement
I’lia Udrre
2(M-vQ->20lftlDD
I 168 001 001\I22I2S |-'/l4.im4
Piovision Section in francnisc Summan'
or othci agreement
Non- Fianchisc Agieemenl No pailicipation dining leim of Fianchise Agicemcnt with
compelilion Sections 10 1 10 3 any Competitive Business No use ol the lianchise system
covenanls Its cxeicisc lOLitines oi music plavhsts m any othci business
duiing the leim A. Competitijic Business is defined as any business (othei
ol the hanchise than anothei Puie Bane Studio) opeiating oi gianting
franchises oi licenses to otheis to opeiatc any fitness oi
exeicise business oi a business that sells fitness appaiel oi
equipment Fuithei, you may not reciuit or hue any
employee ot ouis oui atfiliates oi any othei fianchisees (oi
anyone who had been employed by any ot those entities
during the piior 6-month period) ol oi speak negatively ot
the Pure Bane biand oi maiks
Neithei )ou, noi any ot youi owneis oi then immediate

Multi-Umt family members, may have any involvement, directly oi
Development indirectly m a Competitive Business In addition, without
Agreement Section 5 our pnoi cons|ent, you must not opeiate, directly or
indirectly, any business marketed by a franchisoi onchain
under a locally, regionally or nationally known oi registered
trademark or service mark Further, you may not, without
permission reciuit or hire any instructor, general manager oi
assistant manager of ours, our affiliates, tranchisees or
developeis, distiict or regional manager, or any of oui oi our
affiliates’ officers (noi any such peison who had been
employed in tliat capacity by any of those entities during the
pi 101 6-month period), noi mteiteie with ’
vendoi/supphei/consultant relationships noi engage in
activities that would harm our Maiks oi franchise system
Not applicable under

Option Agieement oi
Agi eement_________
59
Pure IlniTL
3Q4ê»20l6 I DD
I 168 001 OOI\l-22-12S l.yHSI l.l-l
PlOVISIOll Section in fi anchise Summai7
or other agreement
Non- hianchise Agiecmcnl No paiticipalion loi 2 yeais with any business within a 30-
eompelition Sections 10 2 10 3 milc ladius ol eithci voiii Studio s location oi any olhei Puic
coxenants altei Banc Studio that is engaged in a Competilixc Business No
the tianchise is use ol the 11anchise system its exeicise loutines OI^muslc
teim mated oi playlists in any othei business You may not lease any leal
expiies estate in which you have an owneishio inteiest to a'
Competitive Business Fuithei foi 2 yeais you may not
leciLiit Ol hue any employee ol ours, our atfihates, oi any
othei tianchisees (oi anyone who had been employed by any
ol those entities duiing the prioi 6-month peiiod) You may
not speak negatively of the Puie Bane biand oi maiks
Multi-Uml You may not jhave any involvement, diiectly oi indirectly, in

Development a Competitive Business foi 24 months in the Development
Agieement Section Aiea or within a 30-mile radius of any Pure Bane Studio m
7C existence or under development at time ol termination oi
expiration of Multi-Umt Development Agreement Further,
you may not, without permission recruit oi hire any
instructor, general manager or assistant managei of ours, our
affiliates, franchisees or developers, district or legional
managei, oi any of oui oi oui affiliates’ officers (noi any
such pel son who had been employed in that capacity by any
ot those entities during the prioi 6-month period), noi
intcrteie withlvendor/supphei/consultant relationships noi
engage in activities that would haim our Maiks oi fianchise
system
Not applicable undci

Option Agieement oi
Development Sci vices
Agieement
Pun. B irn.
30I.-; (b20l6 I IDD
1168 001 0Qi'nTi2s
Provision Section in franchise Summai Y
01 other agi cement
Modification r 1 anchise Agi cement No modifications except with the piioi wiittcn consent ol
ol Ihc Sections 14 15 4 1 both you and us except that we aic peimittcd to amend the
Agi cement and 16 11 Maiks at any tunc We aie peimittcd to amend the 'Manuals
at any time and you aie lequiied to comply with the
Manuals as anended
Multi-Unit No modifications except in wilting and signed by both you

Development and us
Agi cement Section
lOG
Option Agi cement No amendment of the agieement without prioi wiitten

Section 3 2 consent of each paity to the agieement
No piovision m
Agreement
Integration / Franchise Agreement Only the terms of the agreement aie binding (subject to state
merger clause Section 16 4 law) Any representations or promises outside the disclosure
document anc fianchise agreement may not be enforceable
Only the written teims of the agieement aie binding (subject

Multi-Unit to state law) Any lepresentations oi promises outside the
Development disclosLiie document and multi-unit development agieement
Agreement may not be enfoiceable
Section 10 G
Only the terms of the agieement aic binding

Agreement
Section 10
No provision in
Option Agi cement
Pure Bnire
20^ 032016 I PD
168 001 00I\I22I28 All the
|3/I4 jinformation
II- on this website is published in good faith and for general information purpose only. FranChimp.com does not make any warranties about the completeness, reliability, and
Provision Scclion in fidiithisc Suniniaiy
or other agreement
Dispute Fianchise Agieement We and you must aibitiate all disputes at a location m oi
lesolulion by Section 15 1 within 50 miljes oi oui cuiicnt pimupal place oi business
aibitidtion 01 (euiicnlly Spaitanbuig South Caiolina) (subject to slate
mediation Multi-Unit law) I
Development
Agieement Section
9A
Option Agreement
Section 3 3

Agieement
Section 8
Choice of Franchise Agieement Subject to arbitration lequiiement litigation geneialily must
foium Sections 15 1 and be in courts in oi within 50 miles ot our cuiient principal
15 2 and Option place of busin'ess (curiently, Spartanburg, South Carolina)
Agreement Section (subject to state law)
33
Subject to arbitration lequiiemenl, you must sue us m the^

Multi-Unit state or federal court ot geneial jurisdiction nearest oui
Development coiporate headquaiteis (cunently South Carolina) (subject to
Agieement Sections state law)
9 A and 9 C and
Agreement Section 8
Choice of law Fianchise Agreement Except loi Federal Arbitiation Act and othei fedeiaflaw
Section 15 4 and South Caiolma law governs (subject to state law)
Option Agreement
Section 3 3
Multi-Unit Except loi tedeial tiademaik lavv South Caiolma la\y

Development (subject to state law)
Agieement Section
9 B and Development
Sei vices Agreement
Section 8
Applicable state law may lequiie additional disclosuies lelated to the inloimation m this
disclosuie document These additional disclosuies appea*! m Exhibit 11
62
Pure Ujire
26\i 0-»20l(S FDD
This document was downloaded from franchimp.com. All the ILiJ
I 168 001 nn-Prl^TQS I -./I-I' information on this website is published in good faith and for general information purpose only. FranChimp.com does not make any warranties about the completeness, reliability, and
HEM 18 PUBLIC r CURES
We do not cuiienlh use any public ilguie to pioniote OLii tianchisc system but \vc iesei\cllhe
light to do so in the lutuie
11 EM 19 EINANCIAL PEREORMANCE REPRESEN PA 1 IONS
The ETC s Eianchisc Rule peimits a tranchisoi to piovide inloiniation about the actual oi
potential financial peitormance of its lianchiscd and/oi lianchisoi-owned outlets li theie is a
leasonable basis foi the infoimation and if the infpimation is included in the disclosuie
document Emancial perfonnance infoimation that differs fiom that included m Item 19 may be
given only if (1) a fianchisoi piovides the actual lecoids ot an existing outlet you aie
considering buying oi (2) a franchisoi supplements the infonnation piovided m this Item 19 loi
example, by providing mioimation about possible peifoimance at a particulai location oi undei
paiticulai ciicumstances
The Methodology—The infonnation in the following chait leflects solely with lespect to
franchised Pure Barre studios, system wide pei studio yjvverage Unit Volume for the trailing 12
months-ending-December->4. 20T4 Data Set As is common for new businesses generally, Puie
Baire studios typically experience revenue volatilit)^ during their first six^nonthsveai of
operation Their results are not reflective of and would artificially impact the results of studios
that have passed through the initial, six month opening phase and have achieved moie
opeiational stability As a result- | I
4—■ of the 343 franchisee-owned Pure Bane Studios in operation as of Decembei 31.
2015 we have eliminated from the data set 78 that weie not operating for alUof
calendar year 2015 The results shown in this Item 19 are based on the lesults of the
lemaining 265 fianchisee-owned studios, all !of which were open and operating as ol
December 31, 2014 Franchised studios-thlat weie not operating foi at least six
calendar-4Tionths-as of DeceiTiber 31, 2014 were disregai-ded
2 Foi studios that, as of December 31, 2011, had operated fei at l-east six-but fewei than
18 full calendai months the data foi the fust-six months ei-tlieii--opeiation vyas
disregaided, and the results for the lemaining months weie annualized by adding dê
studio s-umt vehmie fer each full calendai- month aftei the 6th month dividing t
total by the numbei of months-mcluded then multiplying by 12-
3 Foi studios that had opeiated foi at least a full 18 calendai months the lesults foi allot
calendai yeai 20H weie included
-I—No affiliate-owned studios aie included m the data set
Unit volume was calculatedThe Methodology The lesults shown m this Item 19 reflect
solely with respect to the 265 fianchisee-owned Pure Bane studios in the data set svstem-wiile
pei-studio aveiage Unit Volume during calendai veai 2Cil5 foi ntiinoses of these calculations
Unit Volume was determined m the same mannei as you will calculate Gioss Sales undeiM
defined in the Franchise Agreement To calculate the average Unit Volume, we added the Unit
Volume foi all 265 franchisee-owned studios in the data set, then divided that number bv 265
The data used to calculate the studio s unit volume was obtained eithei fiom lepoits
63
Pure Bnrre
201^ 0->2QI6IDn
downloaded
001M22I2 All the information
r-|-VI4ll IS.4 on this website is published in good faith and for general information purpose only. FranChimp.com does not make any warranties about the completeness, reliability, and
SLibmiUtd by Jianchisees (m by oui polling the inloimalion diieUl'v lioin the hanchibecs point-
ol-sale systems Neilhci \\c noi oui affiliates have uncleitaken an independent investigation to
veiily the amounts lepoited b> fianchisees
I he Gioiip Results—01 the 265 lianchised stuclios open as of Deecmbei 31 201 d 2

met the opeiatienal thi-esholds described above and weie mcluded in the data set—1 he Avei age
Uni^Volume loi calendai yeai 20H tor-all 213 ot-those-studies-was S368 d51 deteimined b)
adding the unit-volun^ o^ each studio foi calendai year 201d then dividing by 213—Qf#ie 24-3
studios, 92 (d3%)-mefei e\eeeded-the Mâge-Unit-Volume
The Results
for the Entire Data Set The aveiaae Unit Volume during calendar veai 2015^tor
all 265 of the tianchisee-owned studios in the data set was S366.916 OF the 265 studios. 111
f42%^ met or exceeded the average Unit Volume for the group The lanse foi the gioup was
$104 796 to $1.161.200. with 193 studios ('73%') falling ibetvi'een $200 000 and S550 000 '
2^ The Resu-lte-Bv MonthsAae of OperationStudio The chail below shows the

Agverage Unit Volume for all 343-265 franchisede-owned studios m the data set, calculated as
described above, and grouped by maturity In each case the Aaverage Unit Volume \yas
detennined by adding the «Unit vVolume of all studicls m the designated group calculated as
described above, then dividing that number by the number of studios m the group
Length of Operation as of Average Unit Volume During

December 31,3tD42015 Calendar Year UU2015
312 months to 4323 months
4324 months to 3435 months
01^
25 months to 36 months $374681
3336 months oi more
Notes
fheie aie 43£Q studios m this gioup 4839 (43^%) of which met oi exceeded the
specified Agveiage Unit Volume- toi the uioun The lanue for this uiouo was
$111.201 to $955 182 with 71% ot the studios 164 studios^ falling between
$200.000 and $550.000
There are 6368 studios in this gioup 3335 f4344%l ot which met oi exceeded the
specified Aaverage Unit Volume- loi the uroun The lanue loi this uioiio was
$104 796 to $898.758. with 74% of the studios f50 studiost lallina between
$200 000 and $550 000 '
There aie 33107 studios m this gioup 4351 (33M%) ot which met or exceeded
the specified Aaverage Unit Volume- toi the gioup The lanse toi this qioud was
$105,335 to $1,161,200 with 74% ot the studios F79 studios! fallinu between
$200.000 and $550.000
4—There-ate 65-studios in this gioup 29 (45%) ol-which met oi exceeded the specified
Aveiage Unit Volume
Pure Uarre
30It fh2nui I DP
168 001 OfrAllj-ljS l■VI4tll,4
Some Pine Bane sludios have earned this ame I in I riieie is no assuianee that you \vill
cam as much New fianehisees fmancial lesulls aie hkelv lo dillei liom the fmaneial
inloimation eonlamcd in this item 19 We stionglv Liigc you to eonsLilt w'llh voui financial
advisoi 01 peisonal accountant coneemmg the final cial analysis that you should make in
detcimining whethei oi not to puichase a Puie Banc lianehise
We wall piovidc wiittcn substantiation loi these financial peitoimance lepiesentations lo

you upon leasonable leqiiest ' I
I
Othei than the pieceding financial peiloimance lepiesentation, we do not make any
financial performance lepresentations We also do not authoiize oui employees oi
lepiesentatives to make any such repiesenlations eithei bially oi in wilting H you die puichasing
an existing outlet, howevei we may piovide you with the actual lecoids ol that outlet It you
receive any othci financial peitoimance intormation or piojeclions ot your luture income, you
should lepoit it to the fianchisoi s management by contacting Sloan Evans €BQChief Operating
Otficei. PB Franchising LEG 100 Dunbai Stieet Spaita nbuig South Carolina 29306 (864) 594-
5712, the Fedeial Tiade Commission, and the appiopiiate state legulatory agencies
ITEM 20 OUTLETS AND FRANCHISEE INFORMATION
Table No 1
System-wide Outlet Si mmary
For years 204^2013 to 2»L42015
Outlet Type Yeai Outlets at the Outlets at the Net Changej

Start of the Yeai End ot the Yeai
Franchised 3^ 20 444 444 ,
Fianchised 2013 111 175 +64
2014 175 265 +90 ,
Company Owned WJ2015 0265 0343 0+78 1
Comoanv-Owned 2013 0 8 +8
2014 8 14 +6
Total-Outlets 2W52015 2014 44414 4440
Total Outlets 2013 111 183 +72
2014 183 1 279 +96
2015 279 357 -478
65
Pure B^rr;.
2011 0.'>20Ui I OB
1168 001 00I'I22 I2S I.VI-I3I l.l-l
fable No 2
1 lansitis ol Outlets liom riaiiehisees to New Owncis (othei than the fianehisoi)
Toi veaisma2Q13 to kl42015
1
Slate Yeai Numbei ol Tiansleis J
CalitoiniaA labama 3CP2013 1 0 1

2014 1 0
2015 2
Cahtomia 2013 1 0 1
2014 4
Colorado OCL22015 02
Coloiado 2013 1 0
2014 1
rioi ida 004^2015 0
Florida 2013 0
2014 2
Georgia 3C432015 02
Geoi gia 2013 0
2014 2 '
feouisiafia 3C422015 03
Louisiana 2013 0
2014 1
1
Michigan 20452015 0
Michisan 2013 0
2014 2 1
Montana 30452015 0 1
Minnesota 2013 0 1
2014 +0
2015 1
North 50452013 0
CaiolinaMontana 2014 i
2015 0
Noith Caiolina 2013 , 1
2014 1 1
2015 0
Ohio 2013 0 !
2014 ___ 1 0
2015 i
Tetetelennessee 30452013 0
2014 0
2015 J. '
1
66
I’liK. Raia
mt-M)320l6 1 I3D
iifisom nn-m2?i2s i.vmum4
1
1
State Ycai Numbu oi 1 lansteis
Totals 2013 1
- 2014 13
2015 12
Table No 3
Status ol Fianchised Outlets
Foi Yeai s 501^2013 to mU2015
State Yeai Outlets Outlets Teimmations N oil- Re Reacq lined Ceased Outlets
at Start Opened 11 ewals by Opeiations- at Cnd
ol Fiancliisoi Othei ot the
Yeai Reasons Yeai
Alabama m3 # 2 0 0 0 0 3
Alabama 2013 7 0 1 0 0 0 10
2014 10 0 0 0 0 0 10
Arizona 30+3 3i0 9i 0 0 0 0 31i
2015 1
Arizona 2013 2 2 0 1 0 0 0 4
2014 4 1 0 1 0 0 0 5
Arkansas 30+3 Oi 02 0 0 0 0 OS
2015 1
Arkansas 2013 0 1 0 0 0 0 1
2014 1 0 0 0 0 0 1
California 30+3 +41 &Q 0 0 0 +9 +01
2015
California 2013 19 4 0 0 1' 1 21
2014 21 7 1 0 0 0 27
Colorado 30+3 %21 09 0 0 0 0
2015
Coloiado 2013 8 1 0 0 0 0 9
2014 9 1 0 1 0 0 0 10
ConnectiLiit 30+3 0i£ +9 0 1 0 0 0 +19
2015
Con necticiit 2013 1 1 0 1 0 0 0 2
2014 2 2 0 0 0 0 4
Dekwâie 30+3 94 0 0 0 0 0 04
1
2015
Delawaic 2013 0 1 0 0 0 0
2014 1 0 0 0 0 0
r1
OlStHCt ol 30+3 91 0 0 0 0 0 91
Columbia 2015
Distiict of 2013 0 1 0 10 0 0 1
Columbia 2014 1 1 0 ,0 0 0 2
FloHda 30+3 32 41 0 0 0 0 31
2015
Pint. B irre
2QI■^ 0-^2016 1 DD
168 001 00IM2212S All the information
IVI43I I3.-4 on this website is published in good faith and for general information purpose only. FranChimp.com does not make any warranties about the completeness, reliability, and
Snte Ycai Outlets Gullets 1 umimtinns N on- Re Rcacq lined Ceased Outlets
at Stait Opened n ewals by Opeiations- at Lnd
ol 1 lanchisoi Othei oi the
Ycai Reasons 'v'eai
rioi ida 2013 7 5 0 0 0 0 112
2014 12 10 0 0 0 0 22
Geoi ^la Ofl 1 T 322 32 0 0 0 0 429
2015
Geoima 2013 4 5 0 0 0 0 9
2014 9 6 0 1 0 0 0 '15
2015 15 5 Q 0 0 0 20
WahoHawaii 3^ 0 0 0 0 0 0 0
2013
2014 0 Q 0 0 Q Q 10
2015 0 1 0 Q Q 0 '1
Idaho 2013 0 1 0 0 0 0 '1
2014 1 0 0 0 0 0 '1
^4^^no^s 3^ 61 61 0 0 0 0 62
2015
Illinois 2013 0 7 0 i 0 0 0 7
2014 7 4 0 1 0 0 0 1 1
Indiana 3^ on 1 0 0 0 0 412
2015
Indiana 2013 1 1 0 0 0 0 2
2014 2 0 0 0 0 0 2
Kansas 3^ 62 +2 0 0 0 0 44
2015
Kansas 2013 1 0 0 0 0 0 1
2014 1 0 0 0 0 0 1
Kentuelvy 3^ 61 1 0 0 0 0 42
2015 1
Kentiickv 2013 4 0 0 0 0 0 4
2014 4 1 0 0 0 0 5
Louisiana 36+3 61 30 0 0 0 0 41
2015
Louisiana 2013 4 0 0 1 0 0 0 4
2014 4 0 0 0 0 0 4
Maiyland 36+^ 64 61 0 0 0 0 61
2015
Mai'vland 2013 0 1 0 0 0 0 I
2014 1 0 0 0 0 4
Massachusetts 36+3 44 61 0 0 0 0 65
1
2015
Massachusetts 2013 3 2 0 '0 0 0 5
2014 5 3 0 0 0 0 8,
Michigan 36+3 4S 1 0 0 0 0 59
1
2015 1
Michiaan 2013 5 2 0 0 0 0 7
2014 7 1 1 10 0 0 7
Minnesota 3643 62 1 0 0 0 0
2015
+fi
68
1 Lia Barre
I DD
I I6S 001 00 IM33-I2S 1:^/1431 13-4
Stale Yen Outlets Outlets 1 eimiualinns on- Re Reacqmied Ceased Outlets
at Stall Opened cwals by Opeiations- tt Cud
of rnnehisoi Othei ol the
Yeni Reasons Ycai
Minnesota 2013 1 0 0 0 0 0 1
2014 1 1 0 0 0 0 2
Mtssissi-ppi 3043 2 02 0 0 0 0 34
2015
2013 2 0 0 1 0 0 0
r
.2
Mississmoi
2014 2 2 0 1 0 0 0 .4
1
Missolih 3043 04 +2 0 0 0 0 4^
2015 1
Missoun 2013 1 0 0 0 0 0 |1
2014 1 1 0 0 0 0 2
M&fttana 3^ 02 +1 0 0 0 0 4-5
2015
Montana 2013 1 I 0 0 0 0 12
2014 2 0 0 0 0 0 2
Nebraska 3043 02 0 0 0 0 0
2015
Nebraska 2013 0 0 0 0 0 0 0
2014 0 2 0 0 0 0 2
Nevada 304^ +2 0 0 0 0 +2
2015
Nevada 2013 1 0 0 0 0 0 '1
2014 1 0 0 0 0 0 il
3043 1 0 0 0 0 4-2
2015
New 2013 0 0 0 Q 0 Q 0
Hamoshire 2014 0 Q 0 Q Q Q 0
2015 0 1 0 0 Q 0 1
3“
New leisev 2013 1 0 0 0 0 4
2014 4 1 0 0 0 0 5
New Yoik 304^ 45 44 0 0 0 0 32
2015
New York 2013 2 2 0 0 0 0 4
2014 4 4 0 0 0 0 8
Nertb- 3043 4S 0 0 0 0
Caiolina 2015 m 1
n
North 2013 7 0 10 0 0 10
Carolina 2014 10 4 0 0 0 0 If
Oh to 3043 314 32 0 0 0 0 OM
2015
Ohio 2013 6 0 0 0 0 9
2014 9 1 0 0 0 0 10
Oklahoma 3043 010 02 0 0 0 0 0J2
2015
Oklahoma 2013 0 1 0 0 0 0 1
2014 1 I 0 0 0 0 2'
Oiegon 3043 02 0 0 0 0 0 02
2015
Oieuon 2013 0 0 0 0 0 0 0
2014 0 3 0 0 0 0 3
PennsyKania ^1043 32 +Q 0 0 0 0
Pure Bjrrt
I DD
1168 001 n0l\l2jl28 I VI4-,in4
Stale Ycai Outlets Outlets Tei minations lj4on Re Rcatquilcd Ceased Outlets
at Start Opened |iie\vals bv Opeialions- at! Cnd
ol rianchibOi Olhei of the
Ycai 1 Rcisons 4eai
2013
Pennsvlvama 2013 2 0 0 0 0 '5
2014 5 2 0 0 0 0 7
Rliedfr Isl-and 01 02 0 0 0 0 02
2015
Rhode Island 2013 0 1 0 0 0 0 ,1
2014 1 1 0 0 0 0 2
South- 3044 +2 30 0 0 0 0 32
Carolina mi
South 2013 3 0 0 0 0 .6
Caiolma 2014 6 0 0 0 0 i9
Tenfiessee 3043 ^2 1 0 0 0 0 610
2015 1
Tennessee 2013 6 0 0 1 0 0 0 6
2014 6 2 0 i 0 0 0 9
Texas 3043 32 0 0 0 0 610
2015
Texas 2013 6 4 0 1 0 0 0 10
2014 10 11 0 1 0 0 0 21
ytah 3043 021 +2 0 1 ® 0 0 42S
2015
Utah 2013 1 0 0 0 0 0 1
2014 1 1 0 0 0 0 2
Veimont 3043 02 0 0 0 0 0 02
2015
Vermont 2013 0 0 0 0 0 0 0
2014 0 1 0 0 0 0 1
-Vngwia 3043 01 +0 0 0 0 0 1
2015
Virsima 2013 1 3 0 1 0 0 0 4
2014 4 7 0 1 0 0 0 11
Washington 3043 311 +4 0 0 0 0 311
2015
Washmaton 2013 1 0 L 0 0 0 4
2014 4 3 0 0 0 0 7
Wisconsin 33+3 02 01 0 0 0 0 OS
2015
Wisconsin 2013 0 1 0 0 0 0 11
2014 1 0 0 lO 0 0 1
TmjL 301 432 0 0 0 4444
ni lo
TtTTTiTj
Jm\J I A +0
2015
Totals 2013 111 66 0 0 1 1 175
2014 175 92 2 0 0 0 265
2015 265 IS 0 lO Q 0 343
1/ Duiing fiscal yeai 2013 we leacquiied the Solana Beach CA studio tiom a tianchisec
and closed it
lûre Barri.
20IJ-0320I6 1 DD
168 001 00 fromM-franchimp.com. All the information
22llS-l.-)/USII2 4 on this website is published in good faith and for general information purpose only. FranChimp.com does not make any warranties about the completeness, reliability, and
1 dblc No 4
Status ol Company-Owned Outlets
Toi veaism^2013 to ^0+42015
Stale Ycai Outlets Outlets Outletj; Outlets Outlets Sold Outlet's at

at Stall Opened ReacquiKid Closed to riancinsccs Fnd ol
ot Ytai 11 om the Yeai
t
Fianchise es
1 i
California 0 0 0 0 0 0
California 2013 0 0 0 0 0 0
2014 0 1 0 0 0 1
Colorado 30432 01 0 0 0 0
.015
on=1
0 0 0 0 0 0
3CF4 0 0 0 0 0 01
Florida 30+3 0 0 0 0 0 0
Florida 2013 0 2 0 0 0 2 1
2014 2 1 0 0 0 3 1
Georgia 30+32 02 0 0 0 0
015
021 1
Georgia 2013 0 1 0 0 1 0 '

2014 0 0 0 0 0 0 1
Illinois 30+32 0 0 0 0 0 0
015
Illinois 2013 0 1 0 0 0 1
2014 1 0 0 0 0 1 1
Massachusetts 30+32 Oi 0 0 0 0 01
015
Massachusetts 2013 0 1 0 1 0 0 1
2014 1 1 0 0 0 2 1
New' Jeise) 30+32 02 0 0 0 0 02'
015 1
New' Jersey 2013 0 0 0 0 0 0

2014 0 1 0 0 0 1 '
New- YorF 30+32 01 0 0 0 0 01
015
New Yoik 2013 0 1 0 0 0 1
2014 1 4 0 0 0 5 '
Texas 30+32 Oi 0 0 0 0 05 ,
015
lexas 2013 0 33 0 0 0 03 ,
2014 33 0 0 0 2 01!
Vnginia 30+32 01 0 0 0 0 01
015
71
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00I\I22I2S All the information
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Slale 3 eat Ouilclb Outlets Outlets> Outlets Outlets Sold Outlets at
at Stan Opened Reacqmi ed Closed to rianthisces End of
ol Ycai liom the Ycai
rianehisi:ts
i
Viigmia 2013 0 0 0 ! 0 0 o;
2014 0 1 0 1 0 1 0
'Tioirtic. 30452 0 0 0 0 0 0
1 Vt*ll3
015
Totals 2013 0 9 0 0 1 8i
2014 8 9 0 0 3 14'
1
2015 14 Q Q 0 Q 14
Table No 5
Piojected Openings as of Decembei 31 20NI2015
State Fianchise Agieements Piojected New Piojected New

Signed But Outlet Not Fianclnsed Outlets In Company-Owned Outlets
Opened the Next Fiscal Year in the Next Fiscal Year
Aft-zonaCalifomia 36 1 36 0
CalifomiaColorado 33 1 «3 0
Dtstrict o4 I 1 0
Florida 35 36 0
Geoigia 2 33 0
Hawaii +2 4-2 0
44alielllinois +3 T5 0
IllinoisKentiickv 1 1 0
LotHSianaMarvland 01 4-2 0
Massachusetts 0 !
+ +
M1 c h 1 gan M assac h u sett 02 2 0
s
MinnesotaMichiean 02 44 0
MississtnPiMinnesota +2 +2 0
Missoiiii 1 1 0
NebiaskaNew 01 1 0
Hampsliiie
New HarnpshiieJeise\ +2 +3 0 1
New TersevYoik 4 4 0
Ng».v-YoikNoirh 64 64 0
1
Caiolina
Nerth CaFolinaOhlo 1 42 0 1
©hteOklahoma 31 1 2 0
Pennsylvania 4-2 32 0 1
South Caiolina 1 I 0
Tennessee 2 33 0
72
Piiri. 3arr(-
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II6S 001 00I\I2212S IVI41lli4
Stale fuinUiise AgiLcments Pioiecied New Pi ejected New
Signed But Outlet Not fniieliised Outlets In Coinpanv Owned Outlets
Opened the Ne\t fiseal Ycai in the Next fiscal Yeai
1 e\as 26 57 0
Viiginia 24 25 0
WashingtonTofal
m i +22 0
Wisconsin 4 0 ’
+
T
1 U1U1
fl 1 50 1 ^ 0
Unless otheiwise indicaicd all numbcis aie as of Decembei 31 of each yeai -We acquiied the
lights to the Maiks and became the fidnchtsor of the fianchise system on the Closing -Date
Re-fei-enc-es to the time before the-Closn-ig Date (i) relate te the-time when Pie4ecessoi was the
fianchisor ol the- fianchise system and (ii) inelude outlets-fianclHsed by hanchisees ol
Piedeeessoi-s Affikate
Exhibit E includes lists of the names ol all cuiTent fianchisees and the addiesses and telephone
numbers of their outlets as ol Decembei 31, 20ld This jlist includes our licensees The-historical
infoiTnation in this Item 20 was-prepared by-Predecessor during-the time it owned and-ope-rated
the iTanehise- system—We- have not—veiified the historical information received—tiom- the
Predecessor, but vve-havenso reason to-believe-it is mcorreet We-started offering franchises for
Pure Barre studios as of the Glosmg Date-2015
The name city and state, and the cuiTent business telephone number (or, it known, the last
known home telephone number) of eveiy franchisee who had a Pure Barre studio terminated,
canceled, or not renewed by us during the fiscal yeai ended Decembei 31 30142015. who
otheiwise voluntaiily oi mvoluntaiily ceased to do business undei then Franchise Agreement
duimg the fiscal yeai ended Decembei 31, 20142015 oi who did not communicate with us
within 10 weeks of the issuance date of this disclosure Jdocument are attached to this disclosuie
document as Exhibit E If you buy this fianchise your contact mfomiation may be disclosed to
othei buyeis when you leave the fianchise system i
hnce ■ oui—inception m Septembei 2012—no current -or foimei—fianchisees have signed

confidentiality clauses that restnet them from discussing- with you then experiences -as, a
franchisee m oui fianchise system
In some instances cuiient and foimer fianchisees sign niovisions lestiictmg then ability to sneak
openly about their exoeiience with the Pure Bane fianch'ise system You mav wish to speak with
cuiTent and foimer hanchisees but be awaie that not all such fianchisees will be able Ito
communicate with you
We aie not cunently aware oi any tiademaik-specific fianchisee oiganizations associated with
oui fianchise system
73
Pure lljrre
■20IV03MA I DP
I 168 001 00PI22I2S lyUOl.S.-l
WLM2] riNANClALSr AIEMENIS
Exhibit D contains oui audited the-balance sheets as ol Dcecmbci 31 2015 and Deccmbci
31 2014 and 2013, and the ielated statements ol opeiations ol membci s equity and ol cash
Hows loi the fiscal ycais Oien-ended We wcie oiganized on Scpt&Fnbei 20-2012-and c-enducted
m busmess pitet to that date-- as a lesult we aie-unable t-o include all the Decembei 31 2015
Decembei 31. 2014. and Deccmbei 31 2013 and fb) unaudited llnancial statements leqiiiied' b)
the FTC’s EranchiGe Rulefoi the month ended Januaiv jl 2016 Oui fiscal yeai end is Decembei
31st
HEM 22 CONI RACES
The following contiacts and related agieements aie attacjied to this disclosuie document
Exhibit A - Option Agieemenl

Exhibit B - Franchise Agreement and Related Agreements
Exhibit C - Multi-Unit Development Agieement and Related Agieements (including the
Development Services Agieement)
Exhibit I - Consent to Transfer
Exhibit J - Geneial Release
Exhibit K - Representations and Acknowledgment Statement
Exhibit L-Form of Renewal Addendum
ITEM 23 RECEIPTS
Attaehed as Exhibit M aie two copies of a Receipt confirming youi receipt ol this disclosure
document Please sign and date both Receipt pages, keep one foi your records, and leturn the
othei to us All owners, members, shaieholdeis, and paitneis ot an entity prospective franchisee
must sign a Receipt
Pure R irrt
2M»-0320I6IDD
001 00-I'I33I2S All the information on this website is published in good faith and for general information purpose only. FranChimp.com does not make any warranties about the completeness, reliability, and
IVI41lli4
EXHIBIT A
OPTION AGREEIV ENT
Pure B irrc
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OPTION AGREENIENl
This Option Agiecment (the ‘Option Agicement”) is made and cnteied into by and
between PB Fianchising LLC a Delawdie limited liability eompany (“we ’) and
__________ (‘>011”), as of
a
the date signed by us and set foith below oui signatuie on this Option Agieemenl (the
“Option Agreement Effective Date’)
RECITALS
A We giant franchises puisuant to individual franchise agicements (each a

“Franchise Agreement”) to own and operate workout and fitness studio businesses (“Pure
Barre Studios”) that are identified by the name and service maik PURE BARRE® and othei
commercial symbols (collectively, the “Marks”) and that aie developed and opeiated using
methods, piocedures, specifications, layouts, standaids and techniques to which we and oui
affiliates claim owneiship and which we and oui affiliates protect as confidential and
proprietary (the “System”)
B You have investigated and evaluated ou r System and Marks, and you wish to
acquire the option to enter into a Franchise Agreement We are willing to grant you the
option on the terms and conditions contained herein
AGREEMENT
NOW THEREFORE, in exchange tor the covenants and pi onuses herein, and foi
good and valuable consideration, the leceipt of which is heieby acknowledged, the paities
agree as follows
I RECITALS INCORPORATED
1 1 Recitals Incorporated The lecitals of this Option Agieement aie tiue and
conect and aie incorporated herein by this leference anc aie hereby made a part hereof
2 GRANT OF OPTION
2 1 Option Subject to the teims and conditions contained heiein, wc giant you the
option (the “Option”) to enter into oui then-cunent foim of Franchise Agieement puisuant to
which you would be authoiized to develop and opeiate a Puic Bane Studio at a location we
approve in the Option Tenitoiy (defined below) If you elect to exeicise the Option, you will
do so by signing oui then-current foim of Franchise Agieement and all lequiied ancillai)!'
agieements no latei than 30 days aftei the Option Agieement Effective Date (the “Signature
Deadline”) Oui then-cun ent foim of Franchise Agreement and ancillary agieements may be
materially different than the foims that aie attached |to oui cun ent Franchise Disclosuie
Document which we provided to you piior to youi execution of this Option Agieement
We will not be requiied to allow you to execute a Fianchise Agreement if you fail to
timely execute oui then-current foim of Fianchise Agieement and ancillai7 documents by the
A-1
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052016 rOD | E\ A - Option A,_acnii.nl
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16S 001 0044334595/141098
Signc'tmc Dctidlinc Howevei, if you timely piovide ub uiilteii notice ot youi intention to sign
out then-CLiiient loim of riancliise Agiecmenl and ancillaiy documents but \vc aic unable to
oftei 01 sell tranebises because of the need to amend oui fianthise Disclosuie Document !oi
because a state icgistialion of out offeiing lapses the; Signatuie Deadline will be tolled until
we have completed the lenewal oi amendment piocess and can piopeily disclose you with oui
then-effective Fianchisc Disclosuie Document
This Option Agieement and youi rights hereundei will expiie on the caihei of (a) youi
execution of our then-current fonn of Fianchise kgieement and all lequired ancillaiy
agicements as described above, oi (b) the Signatuie Deadline (if you fail to execute the
agieements as desciibed above) On expiration of th s Option Agieement you and we will
have no fliithei obligations to each other
22 Option Tenitory If you and we have not agieed upon a location foi youi
prospective Pure Bane Studio as of the Option Agreement Effective Date, you aie authoiized
undei this Option Agreement to search for potential sites only within the geogiaphic
boundaries set forth below or as set forth on the attached map or othei visual lendeiing (tlie
“Option Territory”) You should not, howevei, obligate youi self with lespect to any site
unless and until you and we execute a Franchise Agreement and we approve the site in the
manner described in the Franchise Agreement You will be the only party we authorize to
search for sites in the Option Terntory during the term jfthis Option Agieement
You understand that the Option Territory may be different than the area that would be
described as your “Tenitory” in a Franchise Agreement The Option Teiritoiy may not be
modified or amended except in a writing signed by us and specifically identified as an
amendment to this Option Agreement
The Option Tenitory is the following (note if there is no desciiption filled m below,
the Option Territory is the aiea shown on the Option Territoiy Map attached hereto) _____ L
23 Option Fee Upon execution ot this Option Agreement, you will pay to us a feje
of five thousand dollars ($5,000) This fee is not refundable, howevei, if you timely execute a
Fianchise Agreement by the Signatuie Deadline, then we will apply the full amount of the fee
towaid your payment of the initial fee due under the Franchise Agieement '
24 Mateiial Changes in Information You will disclose to us any material change in

any infoimation you provided to us in support of youi a'pplication to become a fianchisee If
theie IS any such mateiial change, then we may teiminate^ this Option Agreement
A-2
Puic Bnrrc
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I32139S/I43098
GENERAL PROVISIONS
3 1 Option Agiecment Is Not d Fianchise Agieement Tins Option Agi cement IS

not a fianchisc agicement and docs not giant you any hanchise, tianclnsc lights oi the light to
develop oi opeiate a Puic Banc Studio
32 No Extension oi Amendment Without Piioi Wiitten Consent No extension oi

amendment of this Option Agreement will be enforceable without the prioi wiitten consent,of
duly authorized lepresentatives of each paity
33 Dispute Resolution Notwithstanding the non-execution or pending execution of

the Fianchisc Agreement, we and you heieby adopt an'd will adhere to the Dispute Resolution
section of the Franchise Agreement which appeals in tihe Fianchise Disclosure Document that
was piovided to you piioi to your execution of this Option Agieement
34 No Repiesentation Regarding Suitability ot Option Teiritory This Option

Agreement does not constitute, and you will not asseit that it constitutes, any lepiesentation,
warranty, oi guarantee by us that there are or will be suitable sites in the Option Teiritory, that
the Option Territory is adequate for the puipose of operating a Pure Bane Studio, or that youi
operation of a Pure Barre Studio in the Option Temtoi-y will be profitable or successful
35 Execution by Counterparts This Option Agreement may be executed in one or

more counterparts, each of which will be deemed an original You acknowledge that this
Option Agreement will not take effect until accepted and executed by us Signatures
transmitted via fax or scanned and emailed shall be given the same force and effect as originals
IN WITNESS WHEREOF, the parties have executed and deliveied this Option
Agreement on the dates noted below, to be effective as of the Option Agieement Effective
Date
FRANCHISOR OPTIC >NEE
PB FRANCHISING, EEC If an Individual
By _____ Signatiiie
Punt Name Punt Name
Title
If othei than an individual
Punt Name
Title
Date"^ Date
This IS the Option Agieement Eftective Date
A-3
Piir.. BaifL
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OPTION TERRITOF LY MAP
A-4
Puri. Barre
301^ 032016 TDD 1 f\ A — Option Aj.it.i.nii.nt
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I33 I20S/I43098
EXHIBIT B
FRANCHISE AGREEMENT
Puri. Birri.
2015 052016 TDD | fx B - rniidiisi. A^reenivni
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PB FRANCHISING, LLC
FRANCHISE AGREEMENT
Puri. B irru
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TABLE OF CONT ENTS
Giant of Liccnse_
1 I Giant
1 2 YoLii Teiiitoiy_ ____
1 3 Use of Maiks
I 4 Revisions to oi Discontinuance of Maiks 2
1 5 System and Manuals Changes 2
'2
16 Notification of Infringement
I
1 7 Reseived Rights __ 3
1 8 Value of Marks 13
I
1 9 Modification of System _ ,3
1 10 Corpoiation, Limited Liability Company, oi Paitnership t
4
Fees and Payment 4
1
2 1 Initial Fee 4
22 Continuing Payments 4
23 Form and Manner of Payments
24 Credit Card Pi ocessing - 5
25 Oveidue and Declined Payments
26 Payments Undei Additional Piograms 6
27 Fees Not Reftindable 6i
28 Payment of State oi Local Taxes Imposed on Us 6
29 Application of Payments _ 6
2 10 Non-Compliance Chaige __
1
Location 7
3 1 Opeiation horn Appioved Location
I
7
32 Site Selection and Appioval 7
33 Site Pui chase oi Lease 7
34 Design, Constiuction, and Remodeling 8
I
3 5 Completion and Opening 82
3 6 Maintenance and Appeal ance 9
3 7 Upgiades and Alteiations 9'
Piirt B^rrc
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3 8 Usu o( [ cKation 9
39 Inspections 9
3 10 No Repiesentation oi Waiianty Regaicling Location 9
Geneial Opciational Reqmicments 10
4 1 Compliance with Manuals 10
42 Authoi ized and Mandated Goods and Sei vices 10
43 Opeiating Standards, Compliance with Laws, Ethical Conduct 10
44 Agieements with Customeis TOIL
45 Pricing 11
46 Ooeiations ManagerKev Roles 11
47 Agieements with Othei Parties 11
48 Minimum Working Capital 4412
49 Minimum Cumulative Royalties 12
4 10 Gift Cards and Daily Deal Websites- 12
4 11 Employees, Agents & Independent Contractors 12
4 12 Membership Sales 12
4 13 Call Centei
Vendors and Suppliers 4^14
5 1 Mandated and Approved Vendois 44M
52 Payments to Thud Parties 14
Computer Systems 14
6 1 Computeiized Point-of-Sale System 14
62 Hardwaie and Internet Access +411
63 Data Access +411
64 Pioprietaiy Softwaie and Technology +411
65 Infoimation Secuiity 15
Advertising, Marketing, Piomotions, and Displays 15
7 1 Ad Piogiam 15
72 No Specific Ad Piogiam Allocation Rcquiied 44M
73 Ad Program Accounting 16
74 Gland Opening 16
Pure Baia
g»l 5_052Q16 rOD | Cx B rnnclii'se A,,Ki.muit
75 Lt'cal Advutising bxpensLS +617
76 Youi Local Maiketing -1-617
77 Fianchisce Ad\eitising Co-op 17
78 On-Site Displays -1718
79 Websites -1718
7 10 Youi Paiticipation in Maiketing Events 18
7 11 Required Adveitising Cap -1-812
Tiaining and Annual Convention
8 1 Initial Tiaining -f812
82 Subsequent Tiaining 19
83 Thud-Party Training 19
84 Annual Convention +922
85 Delegation of Perfomiance +922
Records and Reporting +920
9 1 Monthly and Other Reports +920
92 Records 20
93 Annual Reporting 20
94 Corpoiate Recoids 3921
95 Inspection and Audit Rights 3921
96 Use of Data 21
Youi Covenants 21
10 1 Non-Competition During Temi of Agieement 21
102 Non-Competition Aftei Transfei, Teimination oi Expiiation 3+22
103 Othei Covenants 3+22
104 Confidential Infonnation 22
10 5 Consideiation foi Covenants, Sevei ability 3425
Renewal 3425
11 1 Renewal Teims 3421
11 2 Offet Contingent on Continued Compliance 3426
11 3 Tempoiaiy Extension 3426
Piia Bnric
3015 052016 rPD I r.\ B rnnthisLAi.rLt.mi.nt
1 168 001 004S/|324aO II43I003
12 Tiansfei T627
12 1 Assignment Tianstci oi hncumbiance 2622
12 2 Minimum Conditions of Tiansfei ^27
123 Non-Exclusive Additional Bases foi Denial 2228
124 No SecLiiity Inteiest in Agi cement oi Studio 28
125 Right of First Refi-isal 2S29
12 6 Sales of Secuiitics 2822
127 Transfei or Assignment by Us 2879
12 8 Death oi Incapacity 291Q
13 Indemnification and Insuiance 291Q
13 1 Your Indemnification 2930
13 2 Notice of Claims Against Us 29^
13 3 Our Indemnification 2931
13 4 Insurance 2931
13 5 Notice of Insurance-Related Claims 2921
13 6 Insurance and Indemnification A:e Separate Obligations 2921
Termination 2921
14 1 Termination by You 2921
142 Temiination by Us After Oppoitunity to Cuie 2931
143 Termination by Us Immediately Upon Notice 24-22
144 Cl OSS-Default 2233
145 Remedies Other Than Termination 2233
146 Ertect of Expiiation oi Termination 22M
147 Oui Right to Purchase Certain Assets ot the Studio 2224
148 Liquidated Damages^ 2435
149 Assumption ot Management 2426
14 10 Member Obligations on Termination 22M
Dispute Resolution 2226
15 1 Aibitiation 2236
Pure Barri.
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15 2 Conscni lO luiisdiction 37M
15 3 Immediate Equitable Relic! T739
15 4 GOVERNING LAW TS39
15 5 LIMITATIONS ON CLAIMS AND DAMAGES TS39
15 6 WAIVER or JUR^ TRIAL T82£
15 7 WAIVER or CLASS ACTIONS TS39
15 8 Costs and Attorneys’ Fees T832
15 9 You Mav Not Withhold Payments Due to Us 40
General Provisions T840
16 1 Grant of Security Inteiest to Us
162 Relationship of the Paities 5940
163 Warranties and Guarantees 59^
164 Entire Agreement 59^
16 5 Construction 59^
16 6 Other Franchisees 5941
167 Consent 4041
16 8 Cumulative Remedies 4041
169 Further Documentation 4041
16 10 Suiviving Provisions 4041
16 11 Execution, Amendment, and Modification 4041
16 12 Notice 4041
16 13 Non-Waivei of Rights 4042
16 14 Sevei ability 4142
16 15 Compliance with Anti-Teiroiism Laws 4442
16 16 Execution by Counterpaits 4142
Attachment A Fianchisec Owneiship Seaich Aiea Location and Tenitoiy
Attachment B Guaiantee of Peiformance and Assumption of Obligations
Pure Birre
2015 0s2016 rPD I E\ B rnnchise Aereenii.nt
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0043/122130 All the information
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FRANCHISE AGREEMENT
I
1 his Fianchisc Agi cement (this ‘ Agicement”) is cnteied into and cttcctivc as of the date of oui
signatuic on the signatiiic page (the “Effective Date”) by and between PB FRANCHISING,
LLC a Delawaic limited liability company with oui pijincipal business addicss at 100 Diinbai
Stieet Suite 301, Spaitanburg, South Caiohna 29306 (“we’) and
, a having Its piincipal business
addiess at (“you”)
RECITALS
A We grant fianchises to own and opeiatc woikout and fitness studio businesses
(“Pure Bane Studios”) that aie currently identified piimaiily by the name and service inaik
PURE BARRE'"^ and that aie developed and opeiated using methods, proceduies,
specifications, layouts, standaids, and techniques to which we and oui affiliates claim
ownership and which we and oui affiliates piotect as confidential and pioprietary (the
“System”)
B You have applied for a franchise to own and operate a Puie Barre Studio, and,
m reliance on the information you have provided, we ha’ /e agieed to grant you the fianchise on
the terms and conditions contained in this Agreement
AGREEMENT
NOW THEREFORE, in exchange tor the foregoing Recitals (which aie incoipoiated in
and made a pait heieof), the covenants and promises herein, and foi good and valuable
consideiation, the receipt of which is heieby acknowledg'ed, the parties agree as follows
1 GRANT OF LICENSE
1 1 Giant We grant to you the non-exclusive right and license, during the Term, to
develop, own, and operate a Puie Baire Studio at, and only at, the location identified in
Attachment A oi as selected puisuant to Article 3 (the “Studio”) You accept the light and
license and agiee to use them stiictly in accoi dance with this Agreement and foi no othei
purpose The “Term” begins on the Effective Date and ends on the close of business on the
5th anniveisaiy of the Effective Date
1 2 Youi Teiiitoiy Except as othei wise pcifmtted in this Agi cement, we will not,'
nor will we authoiize any other peison oi entity to opkrate a Puie Bairc Studio within the'
geogiaphic aiea identified on Attachment A (the “Teiiitory ’)
I 3 Use of Maiks We and oui affiliates claim owneiship of the name and seivice
mark “Pure Bane” and ceitain othei tiademaiks, seivice maiks, names and commeicial symbols
that we authoiize owneis of Puie Bane Studios to use in the operation of then businesses
(collectively, the “Marks”) We grant you the light to us2 the Maiks solely in connection with
the opeiation of youi Studio as described in this Agreement Youi right to use the Maiks is
Pure IlnrrL
3013 052016 TDD | T\ B - 1 rrnchise A,_ictnii.ni
001 0045/I3O- 1j0 I All1-13100.3
the information on this website is published in good faith and for general information purpose only. FranChimp.com does not make any warranties about the completeness, reliability, and
dciived only horn this Agicement and is condiiioned on youi opeiating the Studio in stiicl
accoidcincc with this Agieemcnt and all the standaids we picscnbe horn time to time In
addition to all othei limitations contained in this Agiecment and that wc impose fiom time to
time, you agiec that except with oui piioi wiitten cotiiscnt, you will not (a) use oi allow the
use ol the Maiks oi any deiivation theicol oi any comusingly similai maik in the name ot a
legal entity (if any) in any domain name, oi in any email addiess, (b) icgistei any tiade names
containing the Maiks unless lequiied by law (in which case you will piomptly notify us in
wilting ol all trade names legisteied oi used by you) (c) use the Maiks to incui oi secuie any
obligation oi indebtedness, oi (d) use the Maiks in si gning any contiact except, and only in
conjunction with your legal name, to refciencc the Studio (toi example, “Puie Bane of
[geogiaphy]”) If you use the Marks in any way contiaiy to the teims of this Agreement, then
upon OUI lequest and at oui option and without limiAng oui other remedies, you will cease
that use and take all steps necessaiy to cancel oi at OUI option, to transfei to us all
registrations, domain names, and email addi esses
14 Revisions to oi Discontinuance of Maiks We may require you to modify oi

discontinue using any Mark and/oi to use one or more additional oi substitute trademarks oi
seivice marks We need not reimburse you foi any ex Denses oi loss of levenue caused by oi
associated with any modified or discontinued Mark
1 5 System and Manuals Changes We define System requirements, standards,

methods ot operations, and best practices for the development and operation of Pure Barre
Studios in a series ot confidential documents, bullel|tins, guides, operations manuals and
mateiials, adveitising manuals and mateiials, tiaining manuals and materials, and other written
and electronic materials (collectively, the “Manuals”) winch we lend to you strictly for youi use
in the operation of the Studio pursuant to this Agreement The Manuals may, in oui discretion,
include a vaiiety of requirements and lecommendaltions covermg eveiy aspect of the
development and operation of your Studio in accordance with this Agreement Yoju
acknowledge that the appearance of and operating proejesses used by Pure Barre Studios may
evolve ovei time and that, therefore, we may, in oui discretion, change the policies and
piocedures contained in the Manuals throughout the Term You will immediately adopt all
icvisions except that, if we detennine that a particulai levision eithei is not, by its natuie,
lequued to be made immediately oi lequiies significant expendituies, we will allow a
leasonable time, not to exceed 30 days aftei you receive notice of the levision, to complete the
implementation of such levision
1 6 Notification ot Infiingement If you leam ot any appaient oi potential

infiingement of or challenge oi claim relating to any ot the Maiks, then you will piomptly
notify us You will not communicate with anyone othei than us and oui legal counsel in
connection with any infiingement, challenge oi claim, except as tuithei agieed upon by you and
us We will have sole discretion to take any action we deem appropiiate, and will have the
exclusive light to contiol any litigation oi othei pioceeding aiising out of any infringement',
challenge oi claim You will execute all documents, lendei any assistance, and take any
actions that, in oui opinion, aie necessaiy oi advisable to protect and maintain oui interests in
PuiL Barre
201; 032016 TDD | I \ B - I ranclnse ALreemt.nl
ciny litigation oi othei pioceeding oi otIiei\''ihe to | ' otcet and maint iin oui inteiests in t'hc
Maiks and the lights oi all duly authoiized fianchisces to use the Maiks i
I 7 Rcseived Rights We giant lights to use the Maiks and System solely puisuanl
to the cxpicsscd piovisions of wiittcn agicements and not by implication inieienct [Oi
innuendo Theiefore, you aie not gianted any lights unless those lights aic expiessly gianted
to you under this Agicement oi any othei agicement signed by us and you Similaily, we and
0111 affiliates aie not piecludcd horn engaging in any act oi cnteipiise unless we expiessly state
that we will lefrain from doing so Foi example we ai'jid oui affiliates may, without lestiiction
and without compensation to you, do any of the following I
(a) use and authorize otheis to use the Maiks and the System, even if competitive
with youi Studio, (i) in any business anywhere in the wjoild which is not identified by the name
“PURE BARRE” and (ii) in Puic Baire Studios located outside the Teriitoiy
(b) establish and use, and authorize others to establish and use, anywheie in tie
world (includmg within the Teiiitory), other channels of distiibution such as chain, warehouse,
club and other stores (othei than other Pure Barre Studios in the Tcriitory), the internet (e-
cominerce), electronic media, and/oi any othei means of distribution to offer and sell goocfs
and services, and to use and license others to use the Jv arks and System, without lestriction, in
connection with such distribution channels and the products and services distributed through
them, and
(c) offei, sell, and authorize others to offei and sell any “Puie Barrc”-branded
products anywhere in the world, even if such products are the same as, similar to, or
competitive with the pioducts offeied at youi Studio
You further agiee that, despite the exclusivity gianted to you undei Section 1 2, we and
OUI affiliates may acquire businesses providing pioductsjand services similai to those piovided
at the Studio, and we may convert such businesses to Puie Barre Studios, and franchise,
license, or cieate similar arrangements with lespect to these businesses once acquired, even it
these businesses (or the franchisees oi licensees of these businesses) aie located oi opeiating in
the Territoiy We and oui affiliates may also be acquired (whethei through acquisition of
assets, equity inteiests, or otherwise, legaidless of th'e form of tiansaction) by a business
providmg products and sei vices similai to those piovidcd at the Studio, oi by anothei business,
even if such business opeiates, fianchises, and/oi licenses Competitive Businesses (defined in
Section 10 1) in the Temtoiy
I 8 Value oi Marks You acknowledge and agiee that youi use of the System and
Marks and any goodwill established by that use inures solely to oui oi oui affiliate’s benefit,
On the expiration or teimination of this Agreement foi any leason, you will not receive oi be
assigned any monetary amount in compensation for youi loss of use of the Maiks
1 9 Modification of System Because complete and detailed umfonnity undei many

vaiying conditions might not be possible oi practical, wc leseive the right to vary the standaids
foi any fianchisee oi any Puie Bane Studio based upon the peculiarities of any condition that
3
Pure Barrt
311-I-5- 0i>20l6 rOD I T\ B - rrincliise A.n.enienl
\vc considci impoitant to that tranchisee b oi thar Pi'.je Bane Studio s suoccssful opuaiion
You have no light to lequiie us to giant you a simiiai vaiiation oi accommodation
1 10 Coipoiation Limited Liability Company oi Paitneiship If you aie at any time

a coipoiation limited liability company oi paitneiship (each an “Entity ) you agicc and
lepiesent that
(a) You will have the authoiity to execute, delivei, and peifoim youi obligations undei tliis
Agreement and all lelated agieements and wilf, thioughout the Tenn, icmain validly
existing and in good standing undei the laws of the state of youi foimation i
(b) Attachment A to this Agieement completely and accurately desciibes all of youi owneis
and their interests in you as of the Effective Date and that any changes to the
infoimation i effected on Attachment A lequiie oui piioi wiitten consent as dcsciibed in
Article 12,
(c) Each of youi duect and induect owners during the Teim and youi and their spouses
will execute a guaranty (“Guaranty”) in the forrn we prescribe undertaking to guaranty
your performance and to peisonally be bound, jointly and severally, by all provisions of
this Agreement and any ancillary agreements between you and us Our current form of
Guaranty is attached as Attachment B A spouse who owns no direct interest in yo,u
will be requned to sign the Guaranty, not as a guarantor, but solely to acknowledge
and consent to the execution of the Guaranty by his or her spouse and to bind the
assets of the marital estate as described therein The non-owning spouse will not be
peisonally bound to this Agreement noi will his or her separate pioperty be at iisk
undei and by virtue of the owning spouse’s execution of the Guaranty,
(d) One of your owners has been identified as, and approved by us to be, youi designated
lepiesentative (the “Designated Representative”) You will not change oi permit a
change of the Designated Representative without oui piioi written consent, ^
I
(e) The Designated Representative is authorized, on youi behalf, to deal with us in all
matteis whatsoevei which may aiise out of this' Agieement oi youi operation of the
Studio Any decision made by the Designated Repiesentative will be final and binding
upon you, and we will be entitled to lely solely upon the decision and authoiity of the
Designated Repiesentative in any such dealings without the necessity of any discussions
with any other person We will not be icsponsible to you foi any actions taken based
upon any decision oi actions of the Designated Repiesentative If you name moie than
one Designated Repiesentative, we aic entitled to lely on the decision of any one of
them, acting alone You will ensuie that the Designated Repiesentative has all
authoiity to inteiact with us as desciibed in this p'aragraph
Puit BarrL
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FEES 4ND Pa YMENT
Initial Fee On youi execution ot this Agiecment you must pay us an initial
lianchise fee (the ‘ Initial :jcct to any ci edits to which we ha\c
agiecd Lindu any othu agiecment between us and you
22 Continuing Payments On or betoie the 15th day of each calendai month, you
will pay us ceitain amounts based on the Gioss Sales of youi Studio duiing the piioi calendai
month (the “Monthly Payments”) “Gross Sales” means the aggregate of all monies and
leceipts derived from (i) all pioducts and services offered oi peiformed at the Studio (ii) sales
and oideis made, solicited oi icceived at the Studio, wliethei befoie oi aftei the opening of the
Studio, (ill) all othei business whatsoevei conducted oi tiansacted at oi fiom the Studio, and
(iv) all othei revenues deiived horn the opeiation of the Studio and the exploitation of tite
System and/oi the Marks by you, and whethei such Gioss Sales aie evidenced by cash, ciedit,
check, gift ceitificates, seivices, propeity, or othei means of exchange Gioss Sales also
includes the pioceeds of any insurance payments intended to replace youi levenue as a lesult
of the interiuption of youi business Gross Sales will not include any sales taxes imposed by
governmental authorities diiectly on sales and actually collected from customers, but only if
such taxes are added to the selling price and are, in fact, paid by you to the appropriate
governmental authority Cash refunds and credit given to customers shall also be deducteH
from Gross Sales but only to the extent that such cash ând credit were previously included in
Gross Sales and a Royalty was previously paid on them^ Gross Sales shall be realized by you
at the time of the sale of the products, merchandise oi services, irrespective of when you
actually receive payment In the case of the sale of class packages. Gross Sales shall be deemed
to be realized by you at the time of the sale of the pac cages, not when the purchasei attends
the classes, even if the sale of the packages occuiied prior to the opening of the Studio Gioss
Sales consistmg of pioperty oi seivices shall be valued at then fair maiket value at the time
such property or sci vices weie leceived by or for the account of you The lequired Monthly
Payments aie as follows
(a) a royalty (the “Royalty”) equal to 7% ofj Gioss Sales, however, aftei the first
full calendai month that the Studio is in opeiation, the Royalty shall be the greatei of 7% of
Gross Sales or $1,000 Notwithstanding the foregoing, lyou must ensuie compliance with the
Minimum Cumulative Royalties as desciibed in Section 4 9 below Fuithei, the peicentagc of
Gioss Sales owed undei this paiagiaph is subject to inciease dining any peiiod of nonj-
compliance as described in Section 2 10 below,
(b) a fee foi ceitain advertising, marketing, and piomotional uses (the ‘Ad Fee”)
cLiiiently equal to 1% of Gioss Sales and sub)cct to qui light to inciease as desciibed in
Section 7 11, and
(c) if we establish one, a contiibution to an Ad Co-op (defined below) as desciibedi

in Section 7 7
23 Foim and Mannei of Payments You authoiize us to collect all Monthly

Payments and othei amounts that you owe us oi oui affiliates in the manner we piesciibc from
5
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All the information
time to time, incliiding thiodgl' electionic debit ot you! Lhteking, savings oi othci designated
acLOLint (“EFT”) You agiee to sign and delivei to us any documents necessaiy toi us to
piocess yoLii payments in the designated mannei and all authoi izations gianted in such
documents shall lemain in kill foice and efteet thioughout the Teim You must ensuic that
funds aic available in youi designated account to covei all icquiicd payments when they aie
due
24 Cl edit Card Piocessing We reseive the light to pi o vide ciedit caid processing
foi youi Studio and to leouire vou to oarticinate in such ciedit card nrocessmg niogiam It
we do so, we will, on a periodic basis (initially weekl>|), lemit an electronic payment to youi
designated bank account in an amount equal to the ciedit caid chaiges processed on youi
behalf, less any fees imposed by the credit caid piocessoi on your tiansactions, and any
Monthly Payments and othei amounts due to us undei this Agiecment It the pioceeds trom
ciedit card transactions aie less than the amounts due us, you will be responsible tor paying the
deficit as described in this Agreement
Notwithstanding the foregoing, if vour Studio las been used as collateral foi a loan
guaranteed bv the SBA U S Small Busmess Administration (“SBA’T twhich is subiect to oui
consent as desenbed in Section 12 4T then while such loan remains unnaid. vou mav submit a
written request to us seeking our approval, which we will not unreasonably withhold or delay.
to use an alternative credit card processor If we annrove vour nronosed alternative credit card
processor, then vou agree to nav anv Monthly Payments and other amounts due to us under
this Agreement pursuant to Section 2 3 (Form and Manner of Payments)
25 Overdue and Declined Payments Yoii will pay us simple inteiest on any
overdue amount at the late of the lesser of 12% per annum or the highest rate permitted undei
applicable law If any payment is denied oi declined by youi bank or financial mstitution, or it
any other method ot payment provided by you fails tp allow us to receive when due any
payment, then you will reimburse us for all costs incuned in connection with that denial oi
decline At oui option, you also will pay us a late fee of $100 foi each day the payment
remains past due
26 Payments Undei Additional Piogiams ^t oui option, we will make available

additional piograms tor goods and services that you will be peimitted oi lequiied to otfei to
customers, subject to youi compliance with any tiaining and cci tification we lequiie Also, wc
may negotiate national agieements with certain vendois (foi example, music licensing lights
from peifoimance-rights organizations such as ASCAP, BMl, and/oi SESAC) and elect to
collect tiom you the portion attiibutable to youi Studio and pay the particulat vendor diiectly^
If you elect to participate in any such voluntaiy piograms oi it we deem any such piogiams to
be mandatoiy, then you will pay to us any associated fees We reseive the light to collect and
letain an administiative tec fiom any such payments we collect tiom you and pay to a vendoi
I
27 Fees Not Reftindable All tees paid under this Agieement aic non-i efundable
and aie frilly earned by us on oui receipt
I’lirc Barii.
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28 PiyrnLiit or StUe oi Local laxcb impobLd on Us You will pay to us all si
taxes use taxes, peisonal piopeity taxes and siniilai tajes that any taxing authoiity within yjaui
state(s) imposes on oi seeks to colleet hom us on account of yoiii Gioss Sales oi on account
of fees we collect hom you but excluding oui oidinaiy income taxes oi oui leceipts taxes
aiising out of tees owed to us undci this Agieemcnt We aie ~ ' ------ ^--------------------------
pcimitted to collect hom you L
any imposed taxes in the same mannei as Royalties, o to diiect you to make those payments
diiectly to the applicable taxing authoiity oi authoiities
29 Application of Payments Regardless of how you designate youi payments, we

aie peimitted to apply payments hom you in any manner we choose against outstanding
balances, except that we will not apply payments in a mannei that unreasonably inci eases
mteiest oi fees on overdue payments
2 10 Non-Compliance Chaige It we at any time deteimine that you are not in

compliance with this Agreement, youi Royalty will be increased by 1% ot the Gioss Sales 'of
your Studio Non-compliance with this Agieement includes, but is not limited to, failuie to
pay (or to have adequate amounts available foi electionic transfei) amounts you owe us oi o'ur
affiliates oi failure to timely piovide lequired leports and financial statements Your Royalty
will lemain at the increased rate until we determine, in put sole discretion, that you have cured
all deficiencies and are compliant with all terms of th s Agreement Nothing in this Section
2 10 limits any of our other rights and remedies available undei the terms of this Agreement
You agree that the non-compliance fee is intended to compensate us for certam expenses or
losses we will incur as a result of the non-compliance and is not consideied a penalty or an
expression of the total amount of such damages We may change or eliminate this charge lin
OUI sole discretion We may, at our option, contiibute any charges we collect under this
Section 2 10 to the Ad Piogram (defined below)
3 LOCATION
3 1 Operation from Approved Location You may only opeiate the Studio atia
location we approve (the “Location”) If, as of the Effective Date, we have not approved yo|ui
Location, then you will, within f^90 days aftei the Effective Date (the “Possession Deadline”),
locate a Location solely within the Search Area dcsciibed in Attachment A, obtain oui
appioval of that Location, and acquire the right to occupy the Location by puichase oi lease
(in accoidance with Section 3 3) Once you have secui^d oui appioval and the light to occupy
a Location puisuant to the piovisions below, we will yrite in the address of the Location on
Attachment A and foixvard a copy to you You may nO|t change youi Location oi the teims ot
your lease toi the Location without oui piioi written consent
32 Site Selection and Appioval It is youi obligation to find and submit to us toi
OUI appioval any proposed site from which to opeiate youi Studio If the Location is not
identified in Attachment A as ot the E&ective Date, you will identity in wilting one oi moie
piemises within the Search Area that you leasonably believe meet our then-cuiient site
specifications and that will be available fot youi puichase oi lease You will provide us with
any infoimation we leasonably lequest concerning each candidate site within three (3) days of
Pure Bj n.
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such icqucst, (ind wl v'iH appiove oi disappiove youi pioposed site within 10 business days
aftei iccciving all lequested infoiinalion VVe icscive tie light to icquiie you to letain a leal
estate biokci with cxpeitisc in the Seaich Aica to assist in youi eftoits to find a site and to
give eveiy considciation to ictaining any local biokei tiat we lecommcnd
3 3 Site Puichase oi Lease You may secuie possession of the Location by

puichase oi lease, except that
(a) Pi 101 to executing any puichase oi leasje agieements, you will piovide us, foi
OLii approval, a complete copy of all ielated documents If we deny approval of the purchase
or lease agieement toi any icason in oui sole discietion, then you will not execute that
agreement We will issue any such denial in writing rn latei than 10 days aftei leceivmg all
icquiied documents, and in the absence of any denial, we will be deemed to have disappioved
the agieement
(b) It you intend to lease the site, then our approval may be conditioned on the
lessor’s agieement to include ceitain piovisions we recjuire fi-om time to time to piotect the
Pure Barre brand and to ensuie our ability to facilitate the continued operation of the Studio lat
the Location despite your default of the lease or |the expiiation or tennination of this
Agreement and our exeicise of our rights under this Agreement Our cunent requirements are
reflected in our form of lease ridei that is included in tfie Manuals
(c) You will ensuie that the lease allows you to operate the Studio toi the entire
Term as lequiied under this Agreement and that your obligations under the lease will not
violate any applicable law or regulation, including any zoning, parking, and use restrictions
(d) In connection with the negotiation of the purchase or lease agreement, it is your
responsibility to letain competent leal estate counsel to assist you and to ensure that youi
lights aie piotected as much as possible under the purchase or lease agreement
(e) You will piomptly piovide us with a finalized and fully executed copy of the
appioved lease, any applicable letteis of intent, and other related agieements enteied into foi
the Location
34 Design Constiuction and Remodeling
(a) Geneial You will, at your expense, do all things necessary to develop youi
Studio in accordance with System standards and all applicable laws, including obtaining all
lequiied licenses, peimits and ceitifications required by any applicable government oi
governmental agency This includes the complete constiuction of the piemiscs at the Location,
the installation of all equipment tixtuics, furnishings, and signage lequiied by oui
specifications, the completion of all caipentiy, electrical painting, and finishing woik, and any
othei piepaiations neccssaiy to lendei the Location fit foi use foi the Studio and compliant
with oui System standaids
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(b) Design ind Plans Pnoi to submiiting foi a pcimit to begin constiuction, you
must send us ioi oui leview and appioval a complete s ;t of constiuction diawings pioduced,by
a piofessional licensed in the )uiisdiclion having autho ity ovei the Location Such diawings
must comply with oui thcn-cuiient design standaids We will appiovc oi disappiovc the
diawings in wnting no latei than 7 business days aftei leccipt Oui levicw and appioval of the
diawings is toi out own internal pui poses and is not oui lepicsentation oi guaiantce that the
diawings will satisfy, oi be in compliance with, all of youi obligations undei this Agieement oi
applicable law
(c) Funding At oui lequest, you will piovide to us wiitten evidence to establish
that you have the unencumbered funds necessaiy to develop the Studio and the souices of
those femds You authoiize us to contact any funding souices directly to discuss all financial
aspects of the construction oi lemodcling of the Location
(d) Piogress Reports and Site Visits You will provide us with any piogiess
repoits we lequest duiing the course of any design, constiuction, and lemodeling woik We
aie permitted to visit and inspect the Location at any time during the design, construction, and
lemodeling piocess
35 Completion and Opening You will complete all design, construction anid
remodeling work at the Location, and all other pre-opening obligations fincluding purchasing
and stocking the Studio with minimum levels of inventorv). obtain a certificate of occupancy
(or equivalent), and be prepared to open the Studio for business within 70 days after the
Possession Deadline (the “Construction Completion Deadline”) You will notify us upon
completion of all construction and lemodeling work With such notification, you shall also
provide us with a copy of the certificate of occupancy (oi equivalent) for the Location and
such othei infoimation, photographs, and documentation we request from time to time At our
option, we will inspect the Location and identify any additional actions that you must take to
comply with our specifications You will promptly take any such lequired actions Once we
are satisfied that you have complied with all of OUI pie-openmg specifications and
requiiements, we will giant appioval foi you to open foi business You will not open foi
business piior to oui wiitten appioval, and you will piomptly open for business no latei than
the eailier of (a) 4-§21 days after the Construction Completion Deadline, or (b) two days aftei
business, vou must ooerate voui Studio continuouslv for the lemaindei of the Term
36 Maintenance and Appearance You will maintain the Location in a clean,

oideily, and attractive manner at all times when open for business, and will piomptly conduct
any lepaiis and leplacements necessaiy to maintain the Location in accoidance with System
standaids, subject to any upgiades oi alteiations we lequ le 01 appiove '
3 7 Upgiades and Alteiations You will male 2 any additions, alteiations, upgiades,,
lepaiis and replacements to the Location we requiie at your sole expense, including periodic
lenovations, lemodeling, ledecoiating lefuibishment leplacement of signs, fixtuies or
mateiials and upgiading of equipment
Pure BarrL
052016 rOD I P\ B ^ rnnchi'ic Atrcuiiuit
001 0045/1224a0 All the information
3 8 Use of Location You will use Ihc Locution only toi die puiposc ot opciutmg
the Studio, and only accoiding to the standaids of opciation we picsciibc and pcimit
39 Inspections You will peimit us oui agents and lepiesentativcs to cntei the
Location at any time with oi without piioi notice to conduct inspections take photogiaphs,
sample goods and sei vices (including by using ‘ seciet sioppeis”), and inteiview employees and
customeis You will coopeiate fully with those inspec|tions We oi oui agents may lemove
reasonable quantities ol pioducts oi othei goods foi puiposes of testing oi examining samples
Upon notice from us, and without limiting oui other lights undci this Agieement you will
piomptly remedy any deficiencies detected duiing any inspection I
3 10 No Repiesentation oi Waiianty Regarc ing Location Oui appioval ot the

Location and of the pin chase oi lease agieement does not constitute, and you will not asseit
that it constitutes, any representation, waiianty, oi guaiantee by us that the Location is
adequate or pioperly zoned oi permitted foi the puipose of opeiating the Studio, that the
puichase or lease agreement is fan or reasonable, oi tha youi operation of the Studio fiom the
Location will be profitable or successful Our appioval of the Location indicates only that vye
believed the site met oui then-acceptable criteiia foi oui own bianding purposes We are not
lesponsible if the Location fails to meet youi expectations You acknowledge that youi
acceptance of the Location was or will be based on your own independent investigation of its
suitability for your purposes Additionally, our review and acceptance of the lease and any
construction contract is not a representation, guarantee or warianty by us of the successful
operation or profitability of a Pure Barre Studio at the site Finally, any review we conduct of
surveys, and construction plans and specifications is limited to whether they comply with our
design and construction requirements You are lesponsible for assessing compliance with
fedeial, state, local laws and regulations including the Americans with Disabilities Act
GENERAL OPERATIONAL REQUIREMENTS
4 1 Compliance with Manuals You will comply with all piovisions ot the Manuals
at all times, including by opeiating the Studio stiictly in accoidance with the standards of
customer seivice, safety, cleanlmcss, envnonmental caie, consistency, training, biand image[
advertising, promotion, and management we piesciibe
42 Authoiized and Mandated Goods and Sei vices To piomote a consistent

customei cxpeiience among all Pine Banc Studios, you agree to offei and sell in youi Studio
all, and only those, goods and sei vices that we appiove 01 mandate fiom time to time and to
maintain leauired minimum levels of inventoiv as we may specify in the Manuals fiom time to
time We may add to, modify, or eliminate elements of the authoiized goods oi sei vices at any
time in oui sole disci etion You understand that oui clontrol ovei those goods and sei vices
and the methods of their delivei’y is essential to mamtaining and impioving the icputation and
goodwill associated with the Marks and, theiefoie, agree that you will offer and sell only the
authorized goods and seivices You will not offei any additional oi alteinative goods oi,
services without oui consent, and youi submission to us of any pioposal to offei oi self
additional goods oi seivices will constitute an assignment of any lights in those goods oi
Phil Uarrt
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seiviceb toi us ro oftei oi sell ihcm ouiselves to make them avnlible to othci hanchistcs, and
to make them and any levisions altciations oi dtm at ions available to you and any othei
hanchisee
43 Opeiatinsi Standaids Coninliance with Ldv\s hthieal Conduct You must

secuie and maintain in toree all lequiied licenses, peimits and ceitificates lelating to the
opeiation of the Studio and must opeiate the Studio in hill compliance with all applicable laws,
oidinances, and legiilations All adveitising and promotion by you must be completely tactual
and must confomi to the highest standaids ot ethical adveitising The Studio must in all
dealings with its customers, supplieis, us, and the puDlic adheie to the highest standaids of
honesty, mtegiity fan dealing, and ethical conduct YO|U agiee to lefiain tiom any business oi
advertismg practice that may be injuiious to youi Studio, oui business oi the goodwill
associated with the Maiks and othei Pure Bane Studios You will piomptly pay when due all
taxes, fees, debts, expenses, and assessments of the Studio You will not peimit a tax sale oi
seizuie by levy ot execution oi similai wiit oi wan ant to occui You must notify us in writing
within five (5) days (i) of the commencement of any action, suit, oi pioceeding and of the
issuance of any Older, wiit, injunction, awaid oi deciee of any couit, agency, oi othei
governmental instrumentality, which may adveisely affect youi opeiation or financial condition
(oi that of the Studio), or (ii) of any notice of violation of any law, ordinance, or legulation
1 elating to the Studio
44 Agreements with Customers Prior to selling or providing any goods or

services to any customer, you will enter into with that customer any agreements we lequire,
and will provide to that customer any information oi disclosures we require oi that ai,e
lequired under applicable law You will fully comply with any customei wairanty or guaiantee
program we implement, and you will not altei or misrepiesent the terms of or omit to state any
icquired warianty oi guarantee You will resolve all customei complamts and disputes directly
with customeis and will make eveiy leasonable effort not to involve us oi the System in those
disputes
45 Pricing Unless prohibited by applicable law we may peiiodically set a

maximum or minimum price that you may charge toi products and sei vices offeied by the
Studio It we mipose such a maximum oi minimum price foi any product oi sei vice, you may
charge any price for the pioduct oi sei vice up to and including our designated maximum price
01 down to and including oui designated minimum puce The designated maximum and
minimum puces foi the same pioduct oi sei vice may at oui option, be the same Foi any
pioduct OI sei vice foi which we do not impose a maximum or minimum puce, we may lequiie
you to comply with an adveitising policy we adopt wh ch may piohibit you tiom adveitising
any price foi a product oi sei vice that is difteient than oui suggested letail puce Although
you must comply with any advertising policy we adopt, you will not be piohibited horn selling
any pioduct oi service at a puce above oi below the suggested letail puce unless we impose a
maximum puce oi minimum price foi such pioduct oi sei vice I
46 Opei-ations-Manager---- You will appoint, subject to-oui consent, an iirfiividual

(r\4ucfi-may-be you if you are an individual, oi youi Designated Representatne if you-aie an
11
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Managei- imist-be qttajtfied pei tonn and mana eeê apeiation & leqmied tor the Studio
and yen-will ensiiie that the-evpeha^<efi of the Studio is at ail-Hmes-nuclei tlae-dti^ contiol ot
any vaeation, illness, oi odiei shen-t- terna-absence of tlê Opeiations Managei d-t-ysû aie an
Entity^-he Opeiatiens Maf>agei aaeed ne^-be an ownei, but we may lequire him oi her to
execute a confidentiality and-noneempetrtaon ag<-eement in a foim we-appieve The-Opeiations
Manage^-wdt-parti€ipate-pe+ae4wHy-an-4he-epeâtaea-et-4he-Stttdae-He-fewei-daa«-fi¥e-days-pef
week----That particroation will inetudeKev Roles You will designate certain oeisons to
function in kev loles in the oneiation of the Studio tcollectivelv. the “Kev Roles’T including
tat a full-time “Operations Managei” who manages the ^core opeiations of the Studio on a daily
basis ('including monitoring financial and accounting matteis, c-ommunicating with us as needed
and as we request, planning and cooidinating local adveitising activities, intei acting with
custonieis to ensuie that goods and seivices are piovided in a timely and professional mannei,
ensuiing compliance with this Agieement^ and the standards and lequiremente estabhshed-iiv-t-he
Manuals-, perfoi ming or managing all admunstrativeMegal^ and ooerationsothei tasks necessaiy
to operate the Studio, and-taking—all othei- measures-j-to manage -engemg opeiations—¥oui
appointment ot the Operations Manager constitutes yeur consent for the Operations Manager
in accordance with this Agreement and annlicable lawl and who will have vour authorization to
engage in any communications on your behalf with us, and to bind you to us with respect to
any agreements, commitments, or consents You will not change or permit a change -»f-the
Operations Manager without our niior written consent. and tbl a “Lead Teacher” who, in
addition to teaching a certain number of classes, will oversee and review the performance of
vour other teachers The Kev Roles may, with our prior approval, be consolidated and be
performed bv one person We mav require that Kev Roles be filled bv one or more of voui
ownei s and, if we determine that vour owners are not qualified to fill a Kev Role, vou will be
required to appoint one or more of vour employees to do so In anv event, each person filling
a Kev Role is at all times subiect to our acceptance and 1 approval and must have completed, to
our satisfaction, anv trainuig programs that we leauire p'ersons in those roles to complete The
specific requirements and lesnonsibilities associated withi Kev Roles mav be set foith from time
to time in the Manuals
47 Agreements with Other Paities You will advise all thud paities that you aie
an independent contiactor and that all debts, liabilities and obligations incuiied by it aie foi the
account ot you only and not us, and will identify youpelf as an “Independently owned and
opeiated fianchisee of PB Fianchising, LLC’ on all invoices agiecments, and coiiespondence'
48 Minimum Woiking Capital You will n laintain at all times sufficient woiking
capital and liquidity (i e cash and cash equivalents) to o Delate the Studio without inteiiuption,
piovided, howcvei, we leseive the light from time to time to establish minimum levels ot
liquidity and working capital reseives and you agiee to comply with such lequiiements
49 Minimum Cumulative Royalties You agree to use your best effoit to opeiate
the Studio in a mannei that generates maximum exposure foi the Puie Bane biand and
Puie Bara
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max.inuini levenuc foi the Studio Towuid that cna yju pledge that the amount of Royalties
that you geneiatc horn the opeiation of youi Studio dm mg any “Measuicment Peiiod’ will be
at least $14 000 (the “Minimum Cumulative Royalties’?) Each Measuiement Pciiod will be a
lolling 12-month period and the fiist Measuiement Period staits on the 13th month following
the opening of the Studio Any failuie to geneiate the i|equiicd Minimum Cumulative Royalties
in any Measuiement Peiiod will be a mateiial default of this Agicement Howevei, with lespect
to the fiist time, and only the fust tunc, you fail to geneiatc the Minimum Cumulative
Royalties, you may cure the default by paying to usj the diffeience between the Minimum
Cumulative Royalties and the amount we actually leceived during such Measurement Peiiod
[f you elect to pay the shoitfall, you must do so not latei than 30 days following the end of
the applicable Measuiement Peiiod Any subsequeint failure to geneiatc the Muiimum
Cumulative Royalties will not be curable
4 10 Gift Caids and Daily Deal Websites You must participate in all gift caid,
loyalty card, piomotional caid, award caid, or othei sirnilar prepaid caid code or other device
piograms (collectively, “Gift Caids ’) periodically established oi appiovcd of by us for Studio's
You acknowledge and agiee that Gift Cards and daily-deal or flash sale coupons must be
entered into your point-of-sale system in the mannei we diiect from time to time
4 11 Employees, Agents & Independent Contractors You are solely responsible for
all decisions relating to your employees, agents, and independent contractors Any employee,
agent or independent contractor that you hire will be yoiii employee, agent or independent
contractor, and not our employee, agent oi mdependeift contractoi You also agree that you
are exclusively responsible for the terms and conditions of employment of youi employees,
including recruiting, hiring, firing, training, compensation, woik hours and schedules, work
assignments, safety and secuiity, discipline, and supervision You agree to manage the
employment functions of your Studio in compliance with federal, state, and local employment
laws
4 12 Membeiship Sales You will offei anc sell lights of access to your Studio,
lefeired to as a “Membeiship,” as we requiie from time to time All Membeiships must be
evidenced by a wiitten agreement (a “Membership Agicement”) and may not be foi a teim that
extends beyond the expiration of this Agreement We leserve the light to provide you a foim
of Membership Agreement, and if we do so, you will use the foim of Membership Agi cement
that we piovide to you, and you will not make any modifications ui the foims without oui
pi 101 wiitten consent Notwithstanding the foiegoing, you acknowledge that you aic
lesponsible foi ensuiuig that the Membeiship Agi cements comply with all applicable laws Ilf
such laws lequire that you modify the Membeiship Ag cements, you may do so only to the
extent necessaiy to comply with such applicable laws, piovided that you provide us with
immediate wiitten notice of all such modifications Any Membeiship Agi cement that has been
modified without oui consent shall be void We may modify the types and teims of
Membei ships to be offei ed, teiminate youi light to offei ceitain types of Memberships, and/oi
appiove 01 icquire othci types of Membei ships foi sale
Puri. Barre
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I 16S 001 0045/I22-1 0 I 143100 1
We miv in oiii disciction establish in the Mc^nudls Lîtain icaunements leajidine minimi m
numbeis of Men~il:)cishins that must be sold nrioi to opening f“Pie-SalesM and piovide in the
Manuals foi ceitain lights and lemedies should voii fail to meet the minimum leaunements
including, foi example, delaying appioval of the ooeninu of the Studio and leauiiing that vou
use OLii peisonnel to assist in achieving the minimum niimbei oFPie-Salcs
You will only ottei Mcmbeiships in stiict compliance with System standaids and oui standaids,
policies and proceduies If we authoiize you to sell Membci ships you will neveitheless be
lesponsible foi detei mining that you may do so undei all laws and legulations applicable to
youi Studio and you agiee that you will fully comply with all such laws and legulations We
may suspend, i evoke or tenninate your right to oftei Membei ships at any time
You agiee to comply with the System standaids we establish horn time to time legarding
Membei ships These System standards may legulate, among otheis, the following topics.
(1) the types and teims of Membei ships you may offer (2) the foim(s) of Membership
Agreement (3) the temis and conditions upon which a membei may tiansfer his Membership
from your Studio to another Studio and vice versa, (4) admission of membeis of youi Studio
to othei Pure Barre Studios, (5) pioceduies to follow when members transfer to oi from your
Studio, (6) use and acceptance of coupons, passes, certificates, and Gift Cards, (7) group
accounts and group Memberships (and discounts applicable thereto), and (8) payment terms for
Memberships
You agree, upon notice from us, to accept any Memberships we assign to you, and, if we so
require, to honor those Memberships on the tenns and 'conditions of the existing Membership
Agreement, and to accept as remuneration only such payments as acciue pursuant to the
applicable Membership Agreement from the time of assignment
You agree that we and oui affiliates own all Membeiship Infoimation (defined below), that it
compiises part of the Confidential Infoimation which you aie licensed to use undei this
Agicement, and that we and our affiliates may use Membership Information in oui and then
business activities and may disclose Membership Infoimation (such as the numbei of membeis),
but duiing the teim of this Agicement we will not publicly disclose any Membeiship
Infoimation unless we make such public disclosure without disclosuig youi identity oi youi
Studio’s specific Membeiship Information on an individual (i e , unconsolidated) basis We may
contact any membei(s) of any Studio at any time foi any purpose Upon expiiation oi
teimination of this Agieement we leseive the light to make any and all disclosuies that we
deem necessaiy oi appiopiiate
I
I
We icscive the light to establish a lecipiocity piogiam between youi Studio and other Puie
Bane Studios You must comply with all standaids and lequiiements of any lecipiocity
piogiam as we may implement and peiiodically modify
4 13 Call Center We mav. in our discietion. befoie and/oi aftei voui Studio opens
foi business, require vou to use the .services of a call cenller to help generate customer leads, to
field phone calls and other communications from customeis and potential customeis. and foi
any othei puimoses we deem necessaiw or desirable all nursuant to the tenns established in the
I’lirc Birr(.
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Mcinucils Wc 01 oui aftiliatcs mav movidc Ihis ^êlVlL.c and " on will oav us <.i fee foi such
SCI vices
VENDORS AND SUPPLIERS
5 1 Mandated and AppiovccI Vcndois In developing and opeiating youi Studio,

you may acquue items ind seivices only tiom vendois and supplieis that we mandate oi
approve to piovide such items oi set vices to Puie Bane Studios (which may include us and
0111 affiliates) We may elect to appoint a sole supplier which may be us oi oui affiliate, foi
any particulai product oi seivice We may leccive payments oi benefits from any vendors oi
supplieis on account of then actual oi piospective dealings (including puichases oi leases) with
you and othei fianchisees and use all such amounts wiithout lestriction foi any puiposes v\|e
and oui affiliates deem appiopiiate (unless we and (jur affiliates agiee othciwise with the
vendoi oi suppliei) If we oi oui affiliates aie a vendoi| or supplier, we and they may obtain a
leasonable piofit horn any goods, seivices, supplies, mateiials, oi equipment we oi they sell fp
you We leserve the light, at oui option, to levoke oui appioval of any supplier If you wish
to purchase goods fiom a suppliei that we have not prej/iously appioved, you may request oui
approval which wc may grant or withhold in oui discietion If you request our appioval of a
supplier, and we do not respond within 30 days of your request, the supplier will be deemed
disapproved We may require that you reimburse the expenses we or our affiliates incur in
assessing your proposed supplier
52 Payments to Thu~d Parties You will timely pay all vendois, supplieis,
landlords, lessors, government agencies, and other third parties all amounts when due without
liability to us Upon oui request, you will provide us wiith proof of payment to third parties i
Any failure to pay suppliers timely will damage oui leputation and the reputation of other
franchisees, and in the event of such failure, we will have the i ight, but not the obligation, to
pay all oi any poition of the sum due, togethei with acciued interest and penalties, and to
collect leimbursement from you, including by EFT from the account from which your Royalties
and other fees aie paid You consent to us directly contacting and obtaining any infomiation
from any of youi cunent oi fonner supplieis vendors, oi lessors at any time [
I I
6 COMPUTER S\SJEMS
6 1 Computeiized Point-of-Sale System You will pin chase, maintain, and sei vice
any computeiized point-of-sale and accounting system! we designate foi opeiation of the
Studio, including any accompanying computers, modems, ciedit/debit caid leaders, cash
diaweis, leceipt printeis, and othei associated equipment You will purchase and pay for
Lipgiades 01 new softwaie as we lequiie fiom time to time in oui sole discietion
62 Hardwaie and Internet Access You will obtain and maintain sufficient and
opeiable computei hardwaie, soffwaie, and internet accessI (i) to provide foi continuous access
to any piopiietaiy intianet system we designate foi communications between us and you and to
any web-based soffwaie we designate, and (ii) to peifoim all othei opeiations requiied by thei
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Manuals You will nol allov^ ii^y nnauthoiizui ptisor to access any piopiictaiy intianel oi
othci compuici izcd systems
63 Data Access You mant us and ou designees unlimited access to youi

computei system and to the data geneiated by yoiii coinputciizcd point of sale system, and will
pcimit us and oui designees to poll via cicctionic connection youi computei systems in oidci
to compile CListomei information, sales data, consumci tiends, and laboi costs, and any othci
financial and maiketing infoimation we deem appiopiiate
64 Proprietaiy Software and Technology Duiing the Tenn, we oi oui affiliates

may develop and lequiie that you use proprietaiy software oi technology (Tiopiietai-y
Technology”) in operating your Studio We may icquiie you to sign a softwaie license
agicement oi similai document that we oi oui affiliates piesciibc to legulate youi use of, an'd
our and your lespectivc lights and responsibilities with lespect to, Pioprietaiy Technology We
and OUI affiliates may chaige you a monthly oi othei fee toi any Piopiietaiy Technology that
we 01 our affiliates license to you and foi othei maintenance and suppoit sei vices that we qi
OUI affiliates piovide during the Teim
65 Information Security You must implement all admuiistrative, physical ana

technical safeguards that we require or that are lequired by law to protect any information that
can be used to identify an individual, mcluding names, addresses, telephone numbers, e-mail
addresses, employee identification numbeis, signatuies, passwords, financial information, credit
card information, biometric or health data, government-issued identification numbers and credit
report infonnation (“Personal Information”) Should we choose to piovide assistance or
guidance regardmg the piotection of Peisonal Information, that assistance oi guidance will n0|t
constitute a representation or warianty ot any kind, express oi implied, that youi Studio or
business complies with federal, state, oi local piivacy and data laws, codes, or legulations, oi
acceptable industry standards It is entirely youi respoikibility to confirm that the safeguards
you use to protect Peisonal Information comply with all laws and industiy best practices
related to the collection, access use, stoiage, disposal and disclosure of Peisonal Information If
you become awaie of a suspected or actual breach of sccuiity oi unauthorized access involving
Personal Information, you will notify us immediately ant specify the extent to which Personal
Infonnation was compiomised oi disclosed
7 ADVERTISING, MARKETING, PROMOTIONS, AND DISPLAYS
7 1 Ad Piogiam We oi oui designee will maintain and administei an adveitising,

maiketing, and piomotions piogiam funded by the Ad Fee payments you and othci fianchisees
make (the “Ad Progiam”) for advertising, marketing and piomotions we select in oui sole
discietion We may use the Ad Piogiam foi (i) niamtaining, administciing, diiccting'
conducting and piepaiing maiketing, adveitising, pubic lelations, client letention, and/oi
piomotional progiams and materials, and (ii) any othei activities, which we believe will enhance
the image of the System, businesses operating undei ^hc System geneially, the Maiks and
pioducts and sei vices offeied under the System, including, among other things, the costs of
pieparmg and conducting media maiketing campaigns (including social media) salaries and
Pure Birrc
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benefits foi pusomicl ('nLliuung lvi peisonnel Tid'oi ou' iepie^-cntalnls agents oi affiliates)
who manage and administei the Ad Piogiam diiecl mail adveitising speeial events maiketing
SLiivcys and othei public lelations activities employing adveitising and/oi public lelations
agencies to assist theiein sponsoiship of oiganizations and events including athletic teams
fund laising activities, tournaments and othei similai activities, puichasing piomotiona! items
conducting and administei mg in unit piomotions developing and maintaining application
softwaie designed to lun on computeis and similai devices, including tablets smaitphones and
othei mobile devices, as well as any evolutions oi “next geneiations” of any such devices and
providing piomotional and other maiketing mateiials and seivices We aic pcimitted to
perfoim any Ad Piogiam functions ouiseKes oi thiough our employees, lepiesentatives,
agents, or affiliates
72 No Specific Ad Progiam Allocation Requiied The purpose of the Ad Piogiam

IS to maximize awaieness and acceptance of the Maiks and pationage of the goods and
services offered by Pure Bane Studios geneially We have no obligation to ensuie that you
benefit directly oi on a pio lata basis from the placement oi conduct of adveitising, marketing,
or promotional activities We may spend in any fiscal yeai more oi less than the total Ad Fee
payments icceived m that yeai, bonow fiom ouiselves or otheis (paying leasonable interest) to
cover deficits, or mvest any surplus foi future use We will use all interest earned on Ad
Program payments to pay costs before usmg the Ad Program’s other assets
73 Ad Program Accounting We will account for the Ad Program separately from

other accounts oi assets we own but are not required ta deposit them into a separate bank
account The Ad Fees will not be our asset We will provide, on your written request, a
statement describing the activities of the Ad Program foi the most recent calendai or fiscal
year The cost of preparing that statement may be paid from Ad Fee payments We may, in
our discretion, establish a sepaiate entity to leceive Ad Fee payments and admmistei the Ad
Program with comparable rights and restrictions established m this Agieement, in which case
we may require you to submit Ad Fee payments directly to that separate entity We may, but
will not be lequired to, have the Ad Program audited annually at the Ad Piogram’s expense,
by an independent ceitified public accountant We have the light, but no obligation, to use
collection agents and institute legal pioceedmgs, at the Ad Piogram’s expense, to collect the
Ad Fees that are to be contributed to the Ad Program We also may foi give waive, settle
and compiomise all claims by oi against the Ad Progiam Othei fianchisees may pay Ad Fees
that aie different than those that you pay under this Agieement Except as expicssly provided
in this Section 7 3, we assume no diiect oi indirect liability oi obligation to you foi collecting
amounts due to the Ad Piogiam oi foi maintaining, diiecting, oi administeiing the Ad
Piogram
74 Gland Opening Sepaiate fiom youi payments to the Ad Piogram you must
spend no less than $1,000 to piomote and host a grand opening event at the Location We
leseive the light to appiove all aspects of 3'oui giand opening piomotion, including the content
and timing
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75 Ljlci! yvdvulisiii» Exptnses Dm mg lIL Teim, you will pioinote youi Studio
by spending on local advcitising maiketing and piomotions within the aica leasonably
suiiounding the Studio (‘Youi Local Maiketing ) a mojnthly amount cuiiently no less than the
gieatei of (i) 1% of the Studio’s Gioss Sales foi the pieccding month oi (ii) $150 pci mont|h
Upon 0111 lequest, you will piovide to us a lepoil documenting all local adveitising expenses
It you fail to make the expendituics lequiied undei thil Section 7 5, we may lequiie that you
contiibute the amount you failed to spend to the Ad Piogram
76 Youi Local Maiketing In conducting \ oui Local Maiketing
(a) you will ensuie that youi activities leflcct tavoiably on and do not dispaiage
your Studio, us, the Marks, oi any other Puie Bane Stidio oi ownei '
(b) you will not engage in any adveitising oi piomotions aiound oi within any
known lestricted ladius around any othei Pure Bane Studio without oui consent, provided,
however, this lestriction will not limit youi use of social media conducted in accoi dance with
our then-applicable social media policies and geneial mejdia advertising such as wide-circulatiqn
newspaper, radio, or television
(c) prior to use, you will submit to us all proposed print and other promotional
materials, and a description of all proposed public or marketing events You will use only
materials we approve or provide and will participate only in events we approve, except that we
will be deemed to have disapproved any materials and events that we do not disapprove within
10 days of receipt of your subiTussion If you submit to us foi approval any materials oi
proposals, then we aie permitted to adopt those materials or proposals for geneial use in
advertising or piomotions, m which case you will takej any action leasonably wc request to
document and confimi an irievocable and perpetual assignment to us of any copyright and a
waivei of any moral rights i elating to that advertising oi piomotion in consideiation of the
continued use of the Maiks and System
(d) Youi Local Maiketing will include advertisement of the Studio in any piint or
online diiectoi^ listings we lequire, which advertisements you will submit to us foi approva
pi 101 to placement
77 Franchisee Advertising Co-op We aie peimitted to establish oi to authoiize

any numbei of co-operative franchisee advertising progiams (an ‘Ad Co-op’) to cooidinatc
advertising, marketing, and promotions among franchisees within a certain legion, among
certain common types of fianchisces, oi foi othei designated puiposts You will participate
fully and in good faith in any Ad Co-ops we lequiie We are peimitted to delegate to any Ad
Co-op the full 01 limited right to diiect its own operations, and you will follow all lules and
pioceduies pi escribed by the Ad Co-op, except that no Ad Co-op cieated oi managed by us
will be permitted without oui consent (i) to impose an]y| fee or mandatoiy contiibution to the
membeis on an unequal basis, oi (ii) to allocate votes among membeis on any basis othei than
one vote pei authorized Puie Bane Studio We aie permitted, but not obligated, to lesolve
any disputes between you and any othei fianchisee concerning any Ad Co-op mattei and you
will honoi and adhere to any decision or direction we issue concerning that dispute Foi the
18
Piirt. B<irri.
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sake ot claiity any toniiiDiiricns oi tees paid i>y ynu tdi an An Co-op aie scpaiatc fiom yom
obligation to pay Ad bees and aie not attiibiitcd to Youi Local MaikUing leqiiiicments unless
vve piovide oui piioi wiitten appioval
7S On-Sitc Displays At and upon the Location you will use and display all sighs
displays, adveitising and othei matciials w'c designate and only such items that we appiove
79 Websites We have established and may tiom time to time update and modify a
website to advertise, maiket, and promote Pine Bane Studios, the pioducts and scivices thk
they ofiFei and sell, or the franchise opportunity (a “System Website”) We will maintain the
System Website in oui disci etion and may use the Ad Program’s assets to develop, maintain,
and update the System Website We have final appioval lights ovei all information on tlie
System Website
We may, but aie not obligated to, piovide you with a webpage on the System Website that
leferenccs youi Studio If w'e provide you with a webpage on the System Website, you must'
(i) provide us the information and materials we lequest to develop, update, and modify yoiji
webpage, (ii) notify us whenever any information on youi webpage is not accurate, and
(in) pay our then-current monthly maintenance fee fpi the webpage We will own all
intellectual property and other rights in the System Website, including youi webpage, and all
information they contain (including, without limitation, the domain name or URL for your
webpage, the log ot “hits” by visitors, and any personal or busmess data that visitors supply) I
We may suspend or remove your webpage if you are not in full compliance with this
Agreement and will permanently lemove it from the System Website upon expiration or
termination of this Agieement
All adveitising, marketing, and promotional materials that you develop foi youi Studio must
contain notices of the System Website’s domain name in the mamiei we designate Except as
otherwise directed bv us in the Manuals. ¥you may not develop, maintain, oi authoiize any
othei website or create or use a screen name, usei name or profile on any social networking
site that mentions oi describes you oi your Studios or displays any of the Marks Any mention
you make through youi personal social media accounts laf youi status as a Puie Bane Studio
ownei 01 fianchisec will be deemed “advertising” for p Lii-poses of, and will be subject to all
rcquiiements undei, this Agieement
7 10 Youi Paiticipation in Maiketing Events You will fully participate in all

advertising, marketing and pi emotions activities we lequiie, including the intioduction oi test
maiketing of new goods oi seivices, giand openings joint maiketing efforts with othei
fianchisees, trade shows, industi7 events, and othei p ogiams we direct oi appiove You
acknowledge and agiee that we may use youi Studio, including but not limited to in
connection with special piomotional events, for the geneial piomotion and enhancement of the
System, businesses opeiating undei the System, and the Maiks We mav leaiiiie vou to ofifeii
comnlimentaiv classes to individuals we designate who aie engaged in piomotional activities on
the Internet, including but not limited to bloggeis. social media celehiities. oi Instaaiam
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phutOiîanlKis Wc nnv also leqiiiic v<iu to sell Lo us ciciss ceitiFicatcs at noimdl diboOimis, to
use as niomotional and incentive items
7 1I Requited Advcitisine Cap At any time upon notice to you, we have the light
to inucasc the amount ot (i) Ad hees you must contiibutc to the Ad Piogiam, (ii) the local
adveitising expcndituies, and (in) Ad Co-op conti ibutions, piovided, that in no event will you
be lequiied to contiibute to all of the foiegoing adveitising vehicles, in the aggiegate, moie
than 5% of the Studio’s Gioss Sales annually unless the membcis of an Ad Co-op in which
you aie lequued to paiticipatc vote to inciease conti ibutions to the Ad Co-op
8 TRAINING AND ANNUA L CONVENTION
8 Initial Tiaining Wc will provide an “Initial Trainin.tJ;” piogram as desciibed in

this Section 8 1 The Initial Tiaining takes place in a Pure Bane Studio oi other facility that
we designate and cuiiently spans foiii (4) consecutive days The content, duiation and method
of piesentmg the Initial Tiaining is within oui discretionj Scheduling of the Initial Training wjill
be deteimined by us based on schedule and facility availability and the piojected opening date
foi your Studio Initial Tiainmg is available foi no additional charge for up to six. (6) people
(youi “Training Group”) but must be completed to our satisfaction by you (if you are an
individual), by your Opeiations Manager (if you aie not that person), bv vour Lead Teacher fif
you are not that person), and by your Designated Representative (if your Designated
Representative is not the designated Operations Manager or Lead Teacher) You will ensure
that any individual whom you intend to provide services to customers upon your opening fqi
busmess participates in and successfully completes the jlnitial Training You will pay foi all
travel, accommodations, wages, and othei costs for youi Training Gioup We leserve the light
to lequiie you to complete the Initial Tiaining first, then accompany the rest of your Training
Gioup, who must all attend simultaneously, as they participate in the Initial Tiaining program'
Each member of your Training Gioup who has not signed this Agreement or a Guaianty must,
as a condition of participating in the Initial Tiaining, sign a confidentiality and non-competition
agreement on our then-cuirent foim
82 Subsequent Tiaining We may requiie you (oi one of youi Oawneis if you aie
not an individualEntitv'). your Opeiations Managei, voui Lead Teachei. youi Designated
Repi esentative, and youi employees to participate in and complete to our satisfaction, before oi
aftei voui Studio opens, any and all additional tiaining and education progiams we mandate
In addition to any tiavel, accommodations, wages and othei costs foi youi lepiesentatives
attending any subsequent tiaining piogiams, you will also pay to us a tiaining fee that we
designate for the paiticulai piogiams If you seek to appjoint a new Opeiations Manager. Lead
Teachei. oi Designated Repiesentative, then you will ensure that the pioposed new Opeiations
Manager. Lead Teachei. oi Designated Repi esentative (if appioved by us) completes to oui
satisfaction all tiainmg then lequired of Operations Manageis. Lead Teacheis. and Designated
Representatives foi new fianchisees and pay oui then-standaid tiainmg fee We have the light
to lequiie that any fianchisee seeking additional tiaining undei this Section 8 2 must be in
compliance with this Agieement
Piiii. B irre
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116S 001 0045/12-2'I 0 I 1-1 I00 1 jinformation on this website is published in good faith and for general information purpose only. FranChimp.com does not make any warranties about the completeness, reliability, and
83 Thi.d Pain ru'in.niJ "i OLi will p iitici|jatc in md complete to oui satisfaction
any tiaining with thiid-paity piovideis of soflwaie, haidwaie and othci opciational aspects ot
the Studio
84 Annual Convention We may hold and icquiie you (oi at least one of youi
Ofiwneis if you aic not-an indmdualf andan Entity^ youi Opeiations Manaaei. and voui Lead
Teachei to attend an annual convention oi meeting of hanchisees (the 'Annual Conventioif)
In addition to being lesponsible foi any tiavel, accommodations, wages, and all othci expenses
foi youi icpiescntatives attending the Annual Convention you will pay us at oui option, the
fee that we designate foi each attendee at the Annual Convention The fee will geneially
leflcct OUI diiect and administrative costs ot organizmg and pioviding the progiams and
mateiials foi the Annual Convention If you (oi a leiquiied lepiesentativc) fail to attend a
mandatory Annual Convention, in addition to any othei lemedies available to us puisuant to
this Agieement, we reseive the right to charge you a non-attendance tee in an amount we
deteiiTune, in oui sole discietion, to be the costs attributed to youi tailure to attend ,
85 Delegation of Performance We have the right to delegate the peitormance of

any poition oi all of oui obligations undei this Agieement to third paity designees, whethei
these designees aie oui agents oi independent contractors with whom we have contracted to
perfonn these obligations If we do so, such third-partyj designees will be obligated to perform
the delegated functions for you in compliance with this Agieement
9 RECORDS AND REPORTING
9 1 Monthly and Other Reports On the due date of each Royalty payment, you
will piovide to us in a fonn and foi mat we presciibe a iepoit of all Gross Sales on which the
Royalty payment is based (the ‘Monthly Report”) Your submission of the Monthly Repoijt
will constitute youi repiesentation that its contents aie accuiate to the best ot your knowledge
Additionally, you shall piovide to us any othei repoits and financial mformation (mcludingas
we reasonably reouiie. which mav include fat up-to-date personal financial information
concerning youi guaiantors) as--we r&asonafify require ^ bf voui un-to-date balance sheet, and
fcf an income statement, niofit and loss statement. nd statement of changes in financial
position foi you that has been prepared for anv full or nartial fiscal veai neiiod that we
designate
92 Recoids You will keep accuiate lecoids and books ot account in ielation to
the Studio, including recoids of all goods and seivices piovided to customeis, all puces
chaiged, and all Gioss Sales leccived oi ciedited, in a foim and detail w'e piesciibe oi appiove
You will acquue at youi own expense and use any accounting oi othei lecoid-keeping
soffwaie (including any web-based soffwaie oi system) we lequiie You will pieseive foi a
peiiod of at least thiee (3) years aftei the end of each fiscal yeai all books and lecoids ielated
to that yeai
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l on this website is published in good faith and for general information purpose only. FranChimp.com does not make any warranties about the completeness, reliability, and
93 Annual Ri-poidu.t: At oui option, in adLlilion to il'e Monthly Rcpoits, you will
submit to LIS, no latci than 90 clays ahu the end ot each fiscal yen the following infoimation
concerning the fiscal ycai ccitified as coiicct by you
(a) A statement of Gioss Sales foi the ycai as finally adjusted and icconciled altei
the close and leview of youi books and lecoids toi th j ycai If that statement discloses any
Lindcipayment of amounts owed to us, then you will pay to us at the time of submitting the
annual statement, the amount of that underpayment We will credit to youi account any
ovei payment disclosed by such statement except that we aie not piecluded fiom disputing
whether an ovei payment has occurred
(b) Complete financial statements, including a balance sheet income statement,

piofit and loss statement, and statement of changes in financial position, all piepaied in
accoidance with U S geneially accepted accounting piinciples consistently applied with prioi
fiscal yeais
94 Coipoiate Recoids If you aic an Entity, then you will piovide to us upon
lequest copies of any coipoiate lecords, including certificates of incoipoiation oi othei
documentation establishing youi entity status, youi articles of incorporation and bylaws, any
shareholder, niembei oi partneiship agreement, and documents reflecting Entity ownership
95 Inspection and Audit Rights We and our designee are permitted, with or
without prior notice, dm mg the regulai business hours of the Studio but without undue
disturbance to it, to inspect and audit the Studio, including to assess your compliance with data
security and privacy lequirements as described in Section 6 5 and to enter into the Location or
any othei piemises at which you maintain lecoids, and to inspect and take copies of any paper
01 electronic records relating in any way to the Studio We may audit oi diiect an independent
auditoi to audit the Studio foi any time peiiod foi which you are lequiied to maintain lecoidsl
and you will comply with all leasonable lequests tor records and financial data relating to that
audit If any audit (a) is precipitated by youi failuie to provide lequired reports, (b) leveals
an undeistatement of Gross Sales of 3% or moie, or (ci) reveals a failure to comply with the
data secLiiity and piivacy lequiiements of Section 6 5, tlien you will immediately leimbuise us
foi the leasonable costs and expenses of the audit, and will tendei to us any lesulting
underpayments of fees, togcthei with late tees and inteiest Oui collection of those payments
IS not an exclusive lemedy and does not pieclude oui enforcement of any rights undei this
Agieement ielated to youi failuie to perfoim In addition, if any audit icveals ah
undei statement of Gioss Sales of 10% oi moie then at oui option, you will promptly piepare
at youi sole expense and submit to us audited financial statements foi the piioi and cuiient
fiscal yeais
96 Use ot Data We aic permitted to use and disclose any infoimation oi data
leceived horn, and any othei infoimation concerning, you and youi Studio foi any valid
business puipose, including disclosuie to cuirent oi piospective franchisees, disclosuie to
curient oi piospective investois and lenders and disclosuie to or as lequired by any
I lire Barn.
:0l3 052016 1 DD I Tx 13 - H inthise Atru.meni
This document was1 downloaded from franchimp.com. IAll1431003
I6S 001 004S/122li0 the information on this website is published in good faith and for general information purpose only. FranChimp.com does not make any warranties about the completeness, reliability, and
governmental oi legulaiui}' authoiilj We will nil|.e ll_aôâble eitoitb to maintain the
confidentiality o1 the data w'llhin the intended gioup ol ccipicnts
YOUR COVENANTS
10 1 Non-Competition During Tcim of Agieemcnt Duiing the Teim yon and youi
owneis will not
(a) own, manage, oi paiticipate diieetly oi indiieetly oi scive in any capacity

in any Competitive Business wherevei located, oi
f
(b) diiectly oi indiiectly, appropiiate use oi duplicate the System, the

System standaids, the exeicise routines the music playlists or any poition theieof tpi
use in any other business oi endeavoi
A “Competitive Business” is any business (other than another Puic Bane Studio) that
(a) operates, grants fianchises or licenses foi the opeiation of, oi otheiwvise assists the
operation of a fitness or exercise business oi (b) sells fitness apparel oi equipment
10 2 Non-Competition After Tiansfer, Termuiation or Expiration For two (2) yeais

after the transfer, termination, oi expiration of this Agreement, you and your owneis will not '
(a) own, manage, or participate direct y oi indirectly or seive in any capacity

in any Competitive Business located within a 30-mile ladius of erther-the Location
(b) erown. manage, oi participate diiectlv or indiiectlv oi seive in anv

capacity in anv Comnetitive Business located w'lthin a 30-mile radius of any other Puie
Bane StudiOy-er then open and ooeiating oi undei construction.
tc) (b)-directly oi indirectly, appropriite, use oi duplicate the System, the

System standaids, the exeicise loutines, the music playlists, oi any poition theieof, foi
use in any other business or endeavoi-, oi
td) lease, diiectlv or indirectly, anv leal estate that vou oi voui owneis has
anv ownership interest in to a Competitive Business
10 3 Othei Covenants
(a) Non-Solicitation During the Teim, and toi two (2) yeais atteij
expiration oi termination of this Agieemcnt, you and youi owners will not solicit oi'
hue any person who is then oi, dining the 6-month peiiod piioi, was employed by us,
any oi oui afitlliates, oi any of oui fianchisees oij solicit oi induce any such peison to]
leave his employment with, us any affiliate of oiiis, oi any othei fianchisee of ouis, in
any case, without the prioi wiitten consent of such person’s cmployei oi fonnei
employci
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(b) Non-Dispdicigemcnt Duiin^ the; Temi )i It any time theimallei you
agicc not to (and to use youi best cffoits to cause youi euiienl and toimei
shaieholcleis inembeis oHiceis diiectois piiiicipals, agents, paitneis, employees
lepiesentatives attorneys, spouses, affiliates suclessois and assigns not to) dispaiagc ]oi
otheiwise speak oi wiite negatively diiectly oi indiicctly of us oui affiliates, any ol
oui Ol out affiliates’ owneis, diicctois officcis, i unployecs, lepicscnlatives, oi affiliates
the Puie Bane biand, the System, any Puie Ban|e Studio, any business using the Maiks,
Ol take any action which would subject the Ijiiic Banc biand to ndicule, scandaji,
lepioach, scorn or indignity oi which would negatively impact the goodwill of us oi
the Pure Bane biand
10 4 Confidential Infoimation We possess (and may continue to develop and

acquiie) ceitain confidential infoimation, some of which constitutes tiade seciets undei
applicable law (the “Confidential Information”), ielating to developing and opeiatmg Puie
Bane Studios including
(a) Site selection ciiteria,
(b) Product and seivices and i elated mformation,
(c) Training and operations materials and manuals (including the Manuals),
(d) Methods, formats, specifications, stanc ards, systems, piocedures, exeicise

programs, teaching techniques, sales and marketing te chniques, knowledge, and experience
used in developing and operating businesses under the S /stem, '
(e) Marketing and adveitising programs foi the Studio,
(f) Knowledge of specifications for, and supplieis of, pioducts and services used in
connection with the Studio, i
(g) Any computei software oi similai technology which is piopiietai7 to us oi the

System including, but not limited to, digital passwoids and identifications and any souice code
of, and data, leports, and other punted mateiials geneiated by, the software oi similai
technology.
(h) Knowledge of the opeiatmg lesults and financial peifoimance of Puic Bairc
Studios,
(0 Giaphic designs and ielated intellectual piopeity
(j) Exeicise loutines and techniques, choieogiaphy, and any music playlist we
piovide foi use during sessions offeicd at the Studio (even though exhibited publicly in Pure'
Bane Studios and othei public venues), and
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(k) [ntoimalion lelaimg to cllc^t'^ anJ iiKinbci^- such as names, adcliesses, telephone
mimbcis, c-mail addiesses buying habits pi etei cnees demogiaphic infoimation and ielated
infoimation (collectively Membership Intormation”)
You will not acquiie any intciest in the Confidential Infoimation othei than the light to
use It, during the Teim, as w'c specify in opeiating the Studio in accoidance with this
Agi cement The Confidential Information is piopiielaiy to us and oui affiliates, includes oui
01 our affiliates’ tiade seciets and is disclosed to you oily on the condition that you
(1) will not use the Confidential hfoimation in any othei business oi
capacity,
(2) will keep each item of Confident al Infoimation absolutely confidential.

both dining the Term and then thereaftei.
(3) will not make unauthoiized copies of any Confidential Infoimation

disclosed via electronic medium oi in wiitten oi othei tangible toim, and
(4) will adopt and implement reasonable pioceduies to prevent the

unauthorized use oi disclosure of the Confidential Information, includmg restricting ifs
disclosure to Studio personnel and others including the Operations Manager, voui Lead
Teacher, and all teachers/instructors and usmg non-discbsure and non-competition agreements
with those having access to Confidential Infonnation We have the light to regulate the form
of such non-disclosure and non-competition agreements that you use and to be a thud-party
beneficiary of those agreements with independent enfoicement rights In no event may you
restiict in any such agreements such peison’s light to become owncis ot oi acquitc owneiship
inteiests in Puie Bane Studios
Confidential Information does not include information, knowledge, oi know how which
you can demonstrate lawfully came to your attention befoie we piovided it to you diiectly oi
indiiectly, which, at the time we disclosed it to you, already had lawflilly become geneially
known in the exeicise industiy through publication oi communication by othei s (without
violating an obligation to us), oi which, aftei we disclose it to you, lawflilly becomes generally
known in the exercise industiy through publication oi communication by otheis (without
violating an obligation to us) Howevei, anyone whjo claims that infoimation it is not
Confidential Infoimation must piove that one of the exclusions piovided in this Section 10 4 is
fulfilled
I
You acknowledge and agiee that, as between us and you, we and our affiliates aie the
sole ownei of all light, title, and interest in and to the System and any Confidential
Infoimation All impiovements, developments, deiivative woiks, enhancements, oi|
modifications to the System and any Confidential Infoimation (collectively, ‘Innovations”)
made oi cieated by you, your employees oi your contractois, whethei developed separately oi
in conjunction with us, shall be owned solely by us and oui affiliates You lepresent, wan ant,'
and covenant that your employees and conti actors aie bjound by wiitten agreements assigning
25
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the information
to you 01 LIS and oui atliliates all nghls in and it aiiv Innovations developed oi cicatcd by
them To the extent that you youi employees oi yoiii contiactois aic deemed to have any
inteiest in siieh Innovations you hcieby agiec to assign and do assign, all light, title and
inteiest in and to such Innovations to us To that end, you shall execute veiity and dclivei
such documents (including assignments) and peitonn sJph othci acts (including appealances as
a witness) as we may reasonably lequest toi use in applying foi, obtaining, peitecting,
evidencing, sustaining, and entoicing such owneiship rights in and to the Innovations, and tlie
assignment theieot Youi obligation to assist us with lespect to such owneiship lights shall
continue beyond the expiiation oi teimination of this Agicement If we aie unable foi any
leason, aftei reasonable effoit, to secure youi signatuie jon any document needed in connection
with the actions specified in this paiagiaph, you heieby iirevocably designate and appoint us
and oui duly authoiized ofificeis and agents as youi agent and attorney in fact, which
appointment is coupled with an inteiest and is irrevocable, to act foi and on youi behalf to
execute, veiify, and file any such documents and to do all othei lawfully pei nutted acts to
flirthei the pui"poses of this paiagraph with the same legal foice and effect as if executed by
you The obligations of this paiagiaph shall suivive any expiration oi teimination of the
Agreement
10 5 Consideration for Covenants, Severability You and your Owneis acknowledge

and agree that (a) you, your Owneis and the others individuals and entities lequired to comply
with this Article 10 have received an advantage through the speciahzed training provided under
this Agreement, the knowledge of the day-to-day operations of the Studio and access to our
standards, the Manuals, the System, our Confidential Information, and (b) the covenants ank
restrictions in this Article 10 (i) are reasonable, appropriate and necessary to protect oui
standards, the System, oui Confidential Information, other franchisees operating undei the
System, the goodwill of the System, lelationships with oui prospective and existing customei's
and suppliers, and oui legitimate interests, and (ii) do not cause undue haidship on you oi any
of the othei individuals and entities lequired by this Article 10 to comply with the covenants
and lestnctions The unenfoiceability of all or part of any covenant m any juiisdiction will nJt
affect the enforceability of that covenant in othei jurisdictions or the enfoiceability of the
lemaindei of the covenants oi this Agieeinent If any covenant is held by an aibitiatoi o'l
couit of competent jurisdiction to be bioadei in time, scope, 01 subject mattei than legally
permitted, then we and you authoiize the aibitrator or court to impose that covenant to the
maximum lawful extent We aie peinutted at any time to reduce the time, scope, oi subject
mattei of any covenant to lendei it enfoiceable undei applicable law
11 RENEWA
1 I 1 Renewal Teims Subject to youi comp lance with this Article 11 and on oui
election to continue fianchising both generally and in the geographic legion in which youi
Studio IS located, you will have the oppoitunity to lenew the Teim foi two successive peiiods
of five (5) yeais each (each a “Renewal TeinV’) The conditions foi lenewal foi the initial
Renewal Teim aie set foith below, while the conditions 01 the lenewal of the second Renewal
Pure BnriL
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the information
feim Will be as set toith in oui '>tiin ot hanehisL dgieeinent which you sign in connection with
the initial Renewal Tcini in the fianchise agiecment in effect at that time
(
(a) We must leccivc wiilten notiee of youi dcsiie to acqiiiie a Renewal feim (the
“Renewal Notice ) not less than 90 days and not moicj than 180 days piioi to the end ot the
expiiing Teim, except that we aie permitted to modify this notice peiiod by piioi wiitten
notice to you in the event that applicable law requiies us to piovidc gicatci than 60 days’
notice ot any non-renewal
(b) You must be in full compliance with this Agreement, any othei agieement
between you and us or oui affiliates, the Manuals, and any othei System lequirements as of the
end of the Tenn,
(c) You must have obtained maintained, and be in good standing with all of youi
necessaiy and applicable licenses and permits as of the end of the Teim
(d) You must be in compliance with all monetaiy obligations to us, oui affiliates,
and to all vendors, supplieis, lessors, and governmental and taxing authorities as of the end of
the Terra,
(e) You must have made any modifications, repairs, updates, upgrades, and
lenovations we require to the Location, to the goods and services offered by you, to your
advertising, marketing and promotional programs, and to your computer, financial, and
accounting systems, and be current on all then-i equired tiaunng programs as of the end of the
Term,
(f) You must have committed no moie than two (2) material defaults of this
Agreement foi which we have issued wiitten notice and demand for cure duiing the Term, '
(g) You must piesent evidence satisfactoiy to us that you have oi will have the
light to lemain in possession of the Location foi the durkion of the Renewal Teim, I
(h) You and youi Owneis must, at the end of the Teim, execute a geneial leleasej
in the form we piescribe, of any and all claims accruing piior to the end of the Term in favoi
of us and oui shareholdeis, officeis, diiectois employees, affiliates, and agents to the extent
that release is permitted by applicable law
(■) You must meet all geneial lequiiemcnts then applicable to appioval of new
fianchisees,
You must pay a lenewal tec toi the Ren ;wal Teim of $5,000, which tee you
will pay in lieu of any initial fianchise fee othei wise required by that agieement and
27
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This document was116Sdownloaded
001 from franchimp.com. lAlll4rin03
004‘i/l22lj0 the information on this website is published in good faith and for general information purpose only. FranChimp.com does not make any warranties about the completeness, reliability, and
(k) You unci >oui 0\vnei'. must c\tLUle pno' to but commencing us ol the end oi
the Tcim 0111 Ihui-euiicnt toim ot fianchise ugicement and all ancilluiy ugicements then used
to giant new hanchises us dcsciibed in Section 11 4 below
11 2 Offei Contingent on Continued Compliance Oui ofTei to you ot tl

oppoitLinity to acquiie a Renewal Tcim is contingent bn youi continued compliance with all
conditions stated above thiough the end ot the Teim, and we aie peimitted to withdiaw that
ofTei 01 cancel any pending agiecinent it yoiii compliance lapses
I 1 3 Tempoiary Extension It, thiough no tault ot youis, we and you do not entei
into oui then-current toim of fianchise agicement but you continue to opeiate the Studio aftei
the end of the Term, with oui consent, then that will be consideicd a tempoiaiy extension of
this Agieement, which extension wc aie peimitted to discontinue at any time and foi any
reason upon 30 days’ wiitten notice If we discontinue that extension, the discontinuation will
be consideied a non-renewal of this Agieement and not a teimination If we do not consent to
your continued opeiation of the Studio affei the end of the Teim, then this Agieement will be
expiie at the end of the Term and undei no ciicumstances will you continue to operate the
Studio
II 4 Form of Renewal Franchise Agreement Eonn and Ancillary Agreements The

terms and conditions of oui then-current form of franchise agreement may vary in material
respects fi-om this Agreement, and may include higher fees and royalty rates, additional fees not
contained in this Agreement, greater restrictions on youi use of the Marks, additional
obligations of you or your owners, a different protected Territory, additional required ancillary
agreements, and no light oi opportunity to extend the term of the franchise relationship beyond
the second lenewal term
12 TRANSFER
12 1 Assignment, Tiansfei or Encumbrance Neithei you noi any of youi owners

will voluntarily or involuntaiily assign, transfei, or encun bei any direct oi indirect interest in oi
owneiship oi contiol of you (including but not limited to a change in the Designated
Repicsentative), the Studio, oi this Agieement (each a “Transfer”) without our consent Anj'
attempted Tiansfei without oui consent will be a default of this Agieement, and will be
voidable by us You arc not peimitted to and will not ottei sell, oi grant any subfianchise in
the Studio It you intend to list youi Studio oi youi lights undei this Agieement foi sale oi
othei Transfei with any biokei oi agent you shall do so only aftei obtaining oui written
approval of the brokei oi agent and of the listing agiee nent You may not use oi authoiize
the use of any Maik in adveitising the sale oi Tiansfei noi may you use oi authoiize the use
of, and no thud paity shall on youi behalf use, any wiititen mateiials to adveitise oi piomote
the sale oi Transfei without oui piioi wiitten approval of such materials As used in this
Aiticle 12, “contiol” means the light and powei to diiect oi cause the diiection ot your
management and polities and does not depend on any minimum owneiship inteiest in you '
I
12 2 Minimum Conditions of Tiansfer You agiee that there may be no Transfeis|
befoie the Studio has opened foi business Oui consent to a Tiansfei will be subject at a
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minimum to the piioi peijoimdiitc m demons*!fitlOr ol the following conditions These
conditions uic non-cxclusivc, and wc iic pcimittcd to impose any othci conditions v\c deem
icasonable in oui sole disuetion and aic pennitlcd to waive defci oi modify any of these
conditions in oui sole disci etion
(a) You must be in full compliance with this Agicement, any othei agieemcnt
between you and us oi oui affiliates the Manuals, and a ny othei System lequiiements,
(b) Pi 101 to the Tiansfei, you must have peifoimed all modifications, lepaiis
updates upgiades, and lenovations we lequire to the Location, to the goods and services
offeicd by you, to youi adveitising maikcting and piomotional piogiams, and to youi
computei, financial and accounting systems
(c) Pi 101 to the Tiansfei, you must have paic us a tiansfei fee equal to 25% of the
then-cunent initial hanchise fee foi cnteiing into a iianciise agieement with us,
(d) You must provide to us in writing the teims of the proposed Transfer, and we
must determine, in oui sole discretion, that the teims of the proposed Tiansfer aie leasonable
and will not unduly hinder the transferee’s ability to operate the Studio successfully, i
(e) The transferee must submit any information or documents then required of new
franchisees, and the transferee must meet all of our subjective and objective standards,
mcluding experience, financial capacity, talent, skills, and qualities of character, applicable to
new franchisees,
(f) The tiansfeiee and its Owneis (if the transfeiee is not an individual) must agree
in writing to assume this Agreement, all ancillaiy agicements, and all obligations of youis in
connection with the Studio oi, if we lequest, the transferee (oi you if the subject of the
tiansfei is a paitial owneiship inteiest in you) will instea'jd execute any oi all of the documents
we then lequiie of new fianchisees, including a guaranty agieement and a hanchise agreement
on OUI then-cuiicnt fonn The new franchise agreelment may vary mateiially from this
Agieement, but will be the same generally as othei agicements we offer at that time, except
that, at our option, the temi of a new franchise agieement will be the standard teim ofteied
undei the then-cuirent form of fianchise agieement or the lemainmg pciiod of the Teim,
(g) At OUI option, you must simultaneously tiansfei to the tiansfeice anjl'
development agreement multi-unit agieement, aiea lepiesentative agieement, and any othei
agieement between us oi oui affiliates and you oi youi a|ffihatcs, undei which oi in conjunction
with which this Agreement was granted oi enteied into
(h) The tiansfei ee must agiee in writing to complete at its expense and to oui
satisfaction a naming piogram within 30 days after the effective date of Tiansfei and pay us
OUI then-cuiient fee for thaf naming
(i) You must submit to us satisfactoiy evidence of consent of lendeis, lessois,

governmental authorities, and any othei thud paities we deem necessaiy, foi any tiansfei to the
29
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ticinsfeicc of leases agiei,mtiils pemiiis, appiovals anfi liLenses used in eonnection with the
Studio, and
(j) You and youi ovvneis (and li the tiansfeiec is an existing Puic Banc Studio
fianchisce, the tiansfciee and its owneis) must exetulc a geneial lelcase, in the toim wc
piesciibe, of any and all claims acciiiing piioi to the effective date of tianstei, in favoi ol us
and oui shaieholdeis, officcis, directois, employees, affi lates and agents
12 3 Non-Exclusivc Additional Bases foi Denial Foi sake of claiity and without
limitation, in addition to the bases identified above, we also aic permitted to deny appioval of
the pioposed Transfei if wc have elected to discontinue, peimanently oi tcmpoiaiily, to sell
fianchises, eithei geneially oi in the geogiaphic area in which the Studio operates oi is locatcld
01 if we would not sell a hanchisc diiectly to the tiansfeice under noimal ciicumstances
12 4 No Secuiity Inteiest in Agieement oi Studio The giant of a secuiity inteiest

in this Agreement, the Location, the Studio oi the Studio assets is itself deemed a Transfei th'at
requires our consent undci this Article 12 No agreement between you, a lendei, oi a
transferee or any othei paity will include any provision that giants you or any othei paity any
such security interest without out consent We ackno wledge that the lender undei an SBA-
guaranteed loan will be granted a lien on the assets of the Studio to secure repayment of the
amounts due in connection with the SBA-guaranteed loan
12 5 Right of Fust Refusal No latei than five (5) days after leceipt by you of'a
bona fide offer acceptable to you to purchase oi acquire all oi part of you or the Studio (th'e
subject of which bona fide offer is defined as the “Assets,” and that offei will include any offei
originated ot extended by you and agreed to by a prospective puichasei), you will delivei to us
a signed copy of the complete offer We oi oiii assignee is then permitted to puichase and
acquire the Assets and youi lights under this Agieement at the same price and on the same
terms and conditions as offeied to you We aie peimitted to substitute cash foi any othei form
of consideiation contained in the offei and to pay the entiie pui chase puce at closing If we
elect to exeicise this light to pui chase, we will do so in wilting and no later than 30 days aftei
leceiving youi notice If we do not exercise this light to pui chase within 30 days, then subject to
the othei lequiiements of this Article 12, you are permitted to tiansfer the Assets to the offei oi, but
only on the tenns disclosed to us in wnting If the teims of the offei matenally change at any time
pi 101 to tiansfei, then you will notify us of such change, and wc will have a lenewed nght of fiist
lefusal as piovided in this Section 12 5 If you do not liansfei the Assets to the ofteioi within 90
days fiom the date on which you deliveied a signed copy of the complete ottci to us, then you will
agaui extend this fiist light of leftisal to us befoie making any tiansfer oi assignment
Notwithstanding the foregoing, if youi Studio has been used as collateial foi a loan
guaiantecd by the Lf-S Small Business Administiation (“SBA^ (which is subject to oui consent as
described in Section 12 4) we will not while such loan lemains unpaid, cxeicise our light ot fiist
leflisal undei this Section 12 5 with respect to a tiansfei of part of the owneiship intciests in you
unless, in connection with oui exeicise of the light of fiist icftisal, we aie paying off the SBA-
Piirc Barrc
3013 032016 TDD | rx B - I nnchisL AtrLLnKin
This document was downloaded from franchimp.com. All the information
I 1 on this website is published in good faith and for general information purpose only. FranChimp.com does not make any warranties about the completeness, reliability, and
guaifinieeci loan Howevc vvc icrain iighl to assign oiii iighi oL fiist lefusal \Mlh 'Aspect to
such tiansteis to an unaffilialed thiid-pai1y
12 6 Sales of Seem itics In addition to youi atliei obligations, it you sell oi offei to
sell secuiities oi othei owneiship inteicsts in you such that that sale is legulated by any
applicable law, then you will (i) fully comply with all applicable laws, (ii) disclose to offeiees
and puichaseis that neithei wc noi oui employees affiliates
'''' ' oi agents aie an issuci oi
undeiwiitei, oi aie in any way liable oi lesponsible foi he ofteiing, (iii) ensuie that we have a
reasonable time to the leview any leferencc to us oi oiii hanchisees in any piospectus oi
offei mg documents befoie you uses oi distiibutes them, (iv) pay oui actual legal costs incuired
for oui review, (v) defend and indemnify us oui officejis, diiectois, employees, affiliates, and
agents fiom any liability, cost, damage claim, and expense and fiom ongoing obligations to
shareholders and to governmental agencies aiising out of oi ielating to the offei, sale, oi
continuing investment, and (vi) sign any furthei indemnities and provide any furthei assuiances
we reasonably requiie
12 7 Tiansfer or Assignment by Us We aie peimitted to sell or assign this

Agreement and our lights in this Agreement in whole oi in pait, and to sell or issue stock,
other owneiship interests, or oui assets, wholly oi in pait, whethei privately or publicly We
also are permitted to assign performance of oui rights and obligations under this Agreement to
any affiliate or third party, oi to retain any affiliate or third party to perform those obligations
and to receive the benefit of those i ights
12 8 Death or Incapacity For purposes of this Article 12, a “Transfer” includes a

disposition in you or the Studio on or lesulting fiom ceath or incapacity Our approval of Ja
Transfer of ownership inteiests in you or the Studio as a lesult of the death oi incapacity 0|f
the proposed tiansferoi will not be unreasonably withheljd or delayed so long as at least one ojf
youi owners continues to qualify and be the Designated Repiesentative ft, as a lesult of the
death or incapacity of the transferor, a Transfei is piojposed to be made to the transfeioi’s
spouse, and if we do not approve the Tiansfer, the tiustee oi administratoi of the tiansfcioi’s
estate will have nine (9) months attei oui letusal to cojnsent to the Tianstei within which to
tiansfer the tiansfeioi’s interests to anothei paity whom we appiove in accoidance with this
Aiticle 12 At any time after the death or incapacity and befoie the appointment (if any) of an
approved Opeiations Manager, we may appoint an inteijim managei which may include us oi
our affiliate, to opeiatc the Studio foi anv oeiiod of time we deem aPDropriate but not to
exceed 90-dav increments, lenewable foi un to one vear.l in the aggregate We will neriodicallv
discuss with you or voui hens the lesults of the oneiatimi of voui Studio dining the time that
anv interim managei manages it You oi youi successor will compensate the inteiim managei
at a late we leasonably detcimmc, and the inteiim managei will be consideied youi agent I
During any peiiod in which the Studio is opeiated by an inteiim managei, you will lemain
obligated to all cieditois and othei thud paities foi all debts, obligations, and contiacts lelating
to the Studio, and you will icmain solely lesponsible feir any loss oi damage incuiied by the
Studio
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!3 l^-DCMNiFlCATFON AND INSURANCE
13 Yolii Indemnification You shall indemnity and hold us ind oui affiliates and
OLii and then lespcctivc ovvncis, diiectois, manageis officeis employees, agents successois,
and assignees (the ‘ Indemnitees”) haimless against any and all causes of action, claims, losses,
costs, expenses, liabilities, litigation, penalties, damagesj oi othci expenses (including, but not
limited to, settlement costs and attorneys’ tecs) aiising diiectly oi indiiectly from, as a lesiilt
of or in connection with the opeiation of the Studio or youi conduct undei this Agiecment,
including those alleged to be caused by the Indemnitees’ negligence unless (and then only to
the extent that) the claims, obligations or damages aie jdeteimined to be caused solely by the
Indemnitees’ gioss negligence oi willful misconduct accoiding to a final, unappealable luling
issued by a couit oi aibitiatoi with competent juiisdicticjn You agree that with lespect to any
threatened or actual litigation, pioceeding oi dispute W|hich could directly oi indirectly affect
any of the Indemnitees, the Indemnitees shall have the! right, but not the obligation to (i)
choose counsel, (ii) direct, manage and/or contiol the handling ot the mattei and (in) settle on
behalf of the Indemnitees, and/oi you, any claim against the Indemnitees in then sole
discretion All voucheis, canceled checks, leccipts, leceipted bills oi othei evidence ojf
payments toi any such losses, liabilities, costs, damages, chaiges or expenses of whatsoevei
natuie incurred by any Indemnitee shall be taken as pnma facie evidence of your obligation
hereunder
13 2 Notice of Claims Agauist Us You will promptly notify us in writing of any

notices received or claims made (whether orally or in writing) indicating any person’s intent to
assert any claim oi initiate any action against you or us, and you will use your best reasonable
efforts to pi event such claim or action
13 3 Our Indemnification We will indemnily you against any losses oi damages

incuired by you as a result of any successful claim ot tiademaik infringement brought by a
third paity that is related solely to youi authorized use ot the Maiks in accoi dance with the
terms ot this Agreement
13 4 Insuiance You will procuic and maintain general compiehensive liability and
business automobile liability insurance, with policy limits in amounts we specify in the Manuals^
To the extent available, we aie permitted to lequiie you to obtain insurance toi contractual
liability, enois and omissions, and employei’s liability (woikeis’ compensation), with policy
limits in amounts we specify in the Manuals You will ensuie that all insuiance policies toi
liability coverage name us and our owners, officeis, diiectois and employees as additional!
insLiieds (on a primary and non-conti ibutory basis), and contain a waivei ot subiogation ml
favoi ot us and oui owneis officeis, diiectois and employees We aie permitted to establislV
leasonable minimum standaids foi coveiage to be met by undeiwiiteis toi insuiance, which we
will state in the Manuals Before opening foi business, you will piovide us with certificates ot
insurance foi all policies and will obtain any othei insuiance lequiied by law You wilf
maintain in good standing all lequued insurance during the Teim, and will immediately notify^
32
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301a 032016 rOD | C\ B - rniichiSL Agreement
US 0^ any !apt,L, altei Uio" oi v.ancdl?tion oi my polity oi co\eiage We aio enlit'ed to make
any levision lo any insiiiance leqmicments heicin upon tasonablc notice to you '
13 5 Notice of Insuiancc-Rclated Claims You will notify us in wilting of any act

omission, oi event that could mateiialiy affect you oi tie Studio, and will piovide that notice
no latei than the date on which you notify any insuitmce caiiiei of such act omission, oi
event
13 6 Jnsuiance and Indemnification Aie Sepaiate Obligations Youi compliance with

the insuiance lequiiements herein, and the availability of insuiance coveiage to defend and
indemnify us, will not relieve you of youi obligations under the defense, indemnification, and
hold harmless piovisions of this Agieement which aie sepaiate and independent If any of
your insuieis denies oi limits coveiage to us foi any claim falling within the scope of the
applicable policy oi your obligations heiein then you will piovide that defense and indemnity
diiectly
TERMINATION
14 1 Termination by You If you and your owners are fully complying with this
Agreement, you may terminate this Agreement if we vio ate a material and substantial provision
of this Agreement and fail to (i) remedy or to make substantial progress toward curing the
violation withui 60 days aftei receiving wiitten notice from you detailing oui alleged violationi
or (ii) give you reasonable evidenee of our effort to cure such failure within a reasonable time
(if we cannot correct the failure within such 60 days) within 60 days aftei receiving written
notice from you detailing our alleged violation
14 2 Teimination by Us Aftei Opportunity to Cure Except for oiii immediate

termination lights undei Section 14 3, if you violate any provision of this Agreement, then we
may teiminate this Agieement if you do not fully cure that violation within 10 days aftei
receiving written notice of default fiom us Notwithstanding the foregoing, if youi violation is
capable of being cured but is not leasonably susceptible o cuie within the 10-day cuie period,
then we have the option to lequiie you to take any lemedial measuies in oui sole discietion,
and if you fail to implement those lemedial measuies in the time and mannei we lequire, then
we may teiminate this Agieement immediately upon subsequent notice ^
14 3 Teimination by Us Immediately Upon Notice Notwithstanding Section 14 2

we aie peimitted to terminate this Agreement immediately upon wiitten notice if you
(i) have misiepresentcd oi omitted matciial facts ui youi application oi othei

mateiials piovided to us piioi to the paities’ enteiing into this Agieement
(ii) fail to complete to oui satisfaction the nitial Tiaining
(ill) become bankrupt oi insolvent oi other A'lse unable to pay youi debts as they
become due
33
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COI; 032016 TDD | Cx B - Tr inchisi. A,,n.cni(.nl
(iv) make tin cibSignmciil loi the bciidlt ot cieditois, have a leceivci oi bimilai
custodian appointed oi make a disposition ol su istantially ali oi yoiii assets
(v) abandon oi cease opeiation ot youi Studio oi cease to communicate with us
(vi) yoLiiselt 01 thiough any ownei aie ai csted foi held liable toi, aic convicted
of, 01 plead guilty oi no contest to a chaige ol v lolating a law lelevant to the Studio,
(vii) youiself oi any ownei is intoxicated 01 undei the influence ot illegal diugs
while at the Location
I
(viii) attempt to make a Tiansfei without complying with Article 12, oi make
unauthorized use of the Maiks oi disclose oi make unauthoiized use of the Manuals oi
othci Confidential Intoimation,
(ix) fail on thiee (3) oi moic separate occasions within any 12-consecutive-
month period to comply with this Agreement w lether oi not you conect the failuies
after our delivery of notice to you.
(x) fail on two (2) or moie separate occasions within any 6-consecutive-montli
period to comply with the same obligation under this Agreement, whether oi not we
notify you of the failures, and, if we do notify you of the failures, whether oi not you
correct the failures after our delivei-y of notice to you, 1
(xi) fail to meet the Minimum Cumulative Royalty lequirement in any applicable
Measuiement Peiiod oi fail to cuie such failure if a cuie IS applicable as piovided in
Section 4 9,
(xii) fail to pay when due any amount owed to any creditoi, supplier oi lessoi of
the Studio (excluding us and oui affiliates) and do not conect the failuie within any
applicable cure period.
(xiii) you—ei-^ youi Opeiations Managei. oi voui Lead Teachei oi other

employees fail to satisfactoiily complete any additional tiaimng oi education piograms
we lequire within 30 days of notice horn us-ei-
(xiv) fail to meet the Possession Dcajdline, the Constiuction Completion
Deadline, oi the Opening Deadline-^
txv') create or allow to exist anv condi ;ion in 01 at the Premises that w&
leasonablv determine to nresent immediate healtl or safetv concerns foi the Studio’s
1
customeis or emnlovees. oi
1
(xvO violate anv health, safetv. oi sanitatiion law. oidinancc. oi legulation. or'
oneiate vour Studio in an unsafe mannei. and do not begin to cuie the violation
immediatelv. and correct the violation within seve itv-two ni) houis aftei vou receive
Piiri, Bjrrt.
2015 032016 TDD | T\ B - rrjnchisc A^rtLiiiLjU
notice fiom us oi an\ othei naitv. leuaidle^; i t anv Icnaei nciiod ot tunc that anv
covcinmental aulhoiitv oi airencv mav have civc' 1 vou to cuic such violation
1
14 4 Cl OSS-Default Jn addition to oui lights undci Sections 14 2 and 14 3 li we

aie entitled to tciminate any othci fianchise agieemcnt foi a Pine Bane Studio with you, the
Opeiations Managci, a Lead Teaehci. the Designated Repiesentative oi any entity that is cii
at any time was, majoi ity-owned by one oi more of youi owners, oi, it applicable, was signed
puisuant to the same multi-unit development agreement puisuant to which this Agieeinent was
signed, then we may also terminate this Agieement concuiiently with the teimination of such
othei tianchise agieement
14 5 Remedies Othei Than Teimination you commit any act oi omission that
would give use to oui light to teiminate, then we aie pemiittcd to, instead ot oi in addition to
teiminating, withhold, postpone, oi forgo any services, payments, access to any electionic
systems oi othei materials, oi any other obligations imposed on us by this Agreement oi the
Manuals, until you have cured youi violation oi have ithei-wisc lemedied the default to oui
satisfaction
14 6 Effect of Expiiation or Tennination Upon expiration, termination, or transfer

of this Agreement, all covenants, guarantees, and othei post-teimination obligations will remain
in effect In addition
(a) You will immediately pay all amounts owed to us, including all Royalties, Ad
Fees, and any other fees based on Gross Sales for all Gross Sales through the effective date of
expiration oi teimination,
(b) You will promptly letuin to us at your expense all Confidential Information,
including without limitation, the Manuals, any item beaiing the Marks, and any othei
copyrighted ot proprietary mateiials oi softwaie i elating to the System in youi possession,
custody, 01 control, will cease doing any business unda oi associated with the Marks, will
cancel any corpoiate oi tiade name icgistiations that use| any Maik oi deiivative ot any Mark'
and will lefiain fiom identifying yourself as out fianchisee oi licensee
(c) You will lemove fiom the Location and any othei pioperty in your possession,
custody 01 contiol all Maiks and signs displaying any Maiks, including any trade diess
associated with us oi the System
(d) At oui option, you will assign to us any telephone number, Internet domain
name email addiess, electionic network, and diiectoiy listing ielating to the Studio, and will
coopeiate in all communications lequiied with thud parties to ensuie such assignments aie
peifoimed,
(c) You will allow us oi oui designee to veiify youi compliance with all post-
temiination obligations, and will allow us to make a fina inspection and audit of your books.
recoids, and accounts,
3.S
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(0 You will comply with all othoi obligt, loiis undci tliib Agicement that cxpiessly
01 by implication aic intended to suivivc teimination oi expiiation of this Agiecment, including
the covenants contained in Aiticic 10 above and
(g) Wc wall be entitled to cxeicise all othci mcdies available undei this Agiecment
01 by law
14 7 Oui Right to Puichase Ceitain Assets ot the Studio Upon (i) any termination
of this Agiecment 01 (ii) upon cxpiiation of this Agreement without icnewal, we shall have the
light and option but not the obligation to exeicise the following lights within 30 days aftei
such tennination oi expiiation
(a) Puichase the equipment used in the opeiation of the Studio at a puichase puce
equal to the net lealizable value of the Studio’s tangible assets in accoidance with the
liquidation basis of accounting (not the value of yoiii Studio as a going concern) and puichase
the fee simple inteicst in the Location of the Studio at fan market value (if you or one of youi
affiliates own the Location of the Studio and we elect not to lease oi sublease the Location as
piovided in (b) below) We will have the right to inspect the equipment and the Location at
any time during the 30-day pet lod that we have to exercise our rights, and/or
(b) Exeicise the rights to the Location of the Studio as provided in this Paragraph
(b) If you lease or sublease the Location for the Studio fiom an unafBliated lessoi, or if we
choose not to puichase your (or youi affiliate’s) fee simple interest in the Location for the
Studio, you agree (as applicable) at our election to (ij assign youi leasehold mterest in the
Location of the Studio to us (or our assignee), (2) entei mto a sublease with us (or oui
assignee) foi the lemaindei ot the temi ot youi lease/sublease on the same temis (including
lenewal options) as your lease/sublease, or (3) lease the Location of the Studio to us foi an
initial five (5) year tcmi, with two 5-yeai lenewal terms (at our option), on commercially
leasonable terms
If we elect to exeicise this option, we will delivei wiittei notice to you of oui election within
30 days alter the date of termination oi expiration of this Agreement We have the
uniestricted light to assign the option under this Section 14 7 We aie entitled to all
customaiy wananties and lepiesentations in oui purchase of the equipment and/oi Location
including lepiesentations and wananties as to owneiship and condition of and title to thej
equipment and the Location, hens and encumbiances on equipment and the Location, validity
of contiacts and agieements and liabilities affecting the equipment and the Location,
contingent oi otheiwise
We may exclude fiom the equipment pin chased any equipment that is not reasonably necessaiy
(in function oi quality) to the Studio’s opeiation oi that we have not appioved as meeting'
standards tor the Studio, and the purchase puce wnll reflect these exclusions If we and you
cannot agiee on fan maikel value foi the Location of the Studio, fan maiket value will be
detei mined by thiee (3) independent appraiseis, each of whom will conduct a sepaiatc appiaisa
and, in doing so, be bound by the ciiteria specified in this Section 14 7) We will appoint one
appiaisei, you will appoint one appiaisei and the two paity appointed appraiseis will appoint
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the thud appiaisci We and yon <igitc to b(.lcU o n ai ■d yoni 'CspectiNv. appiaiseis within 15
days attei we notify yon that wc wish to L\eiuse oni lights to pin chase and the two
appiaiseis so chosen aie obligated to appoint the thud cppiaisei within 15 days aflei the last ot
the two paity appointed appiaiseis was appointed Wc and yon will each beai the cost ot oni
icspcctively appointed appiaiseis and shaie equally the ees and expenses ot the thud appiaisci
chosen by the two paity-appointcd appiaiseis The appiaiseis aic obligated to complete then
appiaisals within 30 days attei the third appiaisci s appointment The pui chase pi ice toi the
Location will be the aveiage of the thice appiaisals
Notwithstanding anything to the contrary in this Section 14 7 it yoin Stndio has been used as
collateral foi a loan guaiantecd by the SBA (which is subje'et to oni consent as desciibed in Section
12 4), neither we noi oni atfiliatcs will have the option to pui chase any leal estate owned by
you, mcluduig the Location We, howevei, may lease he Location toi the icmaindci of the
Teim (excluding additional lenewals) foi tan maiket value i
I
14 8 Liquidated Dama.ues — If this Agieement is tciminated because of youi detault

01 if you teiminate this Agreement without cause betoic its expiiation, you and we agiee that
It would be difficult if not impossible to detennine the amount of damages that we woulcl
suffei due to the loss or interruption of the revenue stream we otherwise would have derived
from vour continued navment of Monthly Payments. I less anv cost savmgs. through the
remainder of the Term tthe “Damages”') You and we agree that a leasonable estimate of
thesethe dDamages is, and you agree to pay; us as compensation for the Damages, an amount
equal to the then net present value of the Royalty fees-and A4 FeesMonthlv Payments that
would have become due had the Agreement not been terminated, fiom the date of termination
to the scheduled expiration dateof the then-cunent Term of this Agreement tthe “Damages
Measurement Peiiod”t Foi this purpose, Royalty fees and - Ad -FeesDamages shall be
calculated based on Gross Sales-e-f-the-Studio for the 12jmonths preceding the effectiye date of
termusation—If tlie ■ Studio has not been in operation foi at least 12- months preceding the
teimination date. Royalty fees and Ad-4êes will-he-ealcidated based onby multiplying tP the
number of calendar months in the Damages Measurement Period bv (T\ the aggregate of the
Monthly Payment oeicentages bv (3^ the greater of tit' $1.167 oi tid the aycrage monthly
Gross Sales of all P-ure Bane Studiosthe Studio duiing tHc 12 tlill calcndai months immediate!^
preceding the termination date, however, if as of the tei mination date the Studio has not been'
operatmg for at least 12 months, the portion of the Damages calculation desciibed in clause tii'l
will be based on the aveiage monthly Gross Sales during oui pievious fiscal yeai immediately,
preceding the termination date- ot all Pure Barre Studios 'opeiating undei the Maiks during the
entiietv ot that fiscal veai You and wc agiee that the calculation desciibed in this Section is a
calculation only of the Damages and that nothing herein shall preclude oi limit us fiom proving
and recovering anv other damages caused bv voui hieachlof the Agicement
14 9 Assumption ot Management It (a) you abandon or fail to actively opeiatc

yoLii Studio (b) you fail to comply with any piovision of this Agieement oi any System,
standaid and do not cuie the failuie within the time peiio'd wc specify in oui notice to you, oi
(c) this Agieement expiies oi is temimated and we aie deciding whethei to exercise oui optioni
to pui chase youi Business undci Section 14 7 we have the light (but not the obligation),!
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All the information
without waiving olii light to icimiiiatc tlu Agiecnic It undei Section 14 3 to cntei the
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picniises of the Location and assume the management of youi Studio (oi to appoint a thudI
paity to assume its management) toi any pciiod ot time we deem appiopiiate but not to
exceed 90-day incicments, icncwabic toi up to one yeai. in the aggiegatc Wc will pciiodically
discuss with you the icsults of ^ opciation of youi Studio dining the time that wc manage it
It w'e (oi a thud paity) assume the management ot youi Studio undei clauses (a) oi (b) above,
you agiee to pay us (ui addition to othei amounts^due undei this Agicement) an amount equal
to 10% of Gross Sales, plus oiii (oi the thud paity’s) diiect out-ot-poeket costs and expenses
foi any peiiod we deem appropnate ft we (or a thud paity) assume the management ot youi
Studio, you agiee that we (oi the thud party) will have a duty to use only icasonablc efforts
and will not be liable to you oi youi owneis foi any debts, losses oi obligations youi Studio
incurs, or to any of youi cieditois toi any supplies, piolducts, oi othei assets oi sei vices youi
Studio purchases, while we (oi the thud party) manage youi Studio
14 10 Membei Obligations on Teimination In addition to the obligations set toith in

Section 14 6, upon the expuation oi termination of this Agi cement toi any reason, you must
notify the members of your Studio that you aie no longei our franchisee and that youi Studio
will cease to opeiate undei the Maiks and the System \|ou acknowledge that, as between you
and us, we have the sole right to, and interest in, the fj/Iembership Information Accordingly,
upon expiration or termination of this Agreement foi any reason, we oi oui designee may
contact members of your Studio and offer such members continued rights to use one or more
Pure Barre Studios on such terms and conditions we deem appiopriate, which in no event will
include assumption of any then-existing liability arising out of or relating to any Membei ship
Agreement or act or failure to act by you or aiising from the operation of your Studio Ifj
upon expiration or termination of this Agieement, memlJ|eis of your Studio aie legally entitled
to frill 01 partial refund of any monies paid to you, you |vill refund such monies piomptly and
in frill and will cooperate with us to preserve customei goodwill with such members
DISPUTE RESOLUTION
15 I Arbitration We and you agiee that all contioveisies, disputes, oi claims

between us or our affiliates, and oui and then icspec|tive shaieholders, officeis, diiectoisj
agents, and employees, on the one hand, and you (and youi Owneis, guaiantois, affiliates, and
employees), on the othei hand, aiising out of oi i elated to
(a) this Agieement oi any othei agieement between you (oi any ol youi Owneis)
and us (oi any of oui affiliates)
(b) OUI lelationship with you,
(c) the scope oi validity of this Agieement oi any othei agieement between you (oi
any of your Owneis) and us (oi any of oui affiliates) oi any piovision of any of suchi
agi cements (including the validity and scope of the aibitration piovision undei this Section^
15 1, which wc and you acknowledge is to be detei mined by an aibitratoi, not a court), oi
(d) any System standard,
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the information
must be submitted ioi I md,ii^ uib.nation on demand of cithei paity to the Ameiiean
Aibiliation Association The aibitiation pioccedings will be conducted by one aibitiatoi and
except as this Section otheiwisc piovides accoidng to the then-cun ent Commcicial
Aibitiation Rules ot the Amciican Aibitiation Associatii )n All piocecdings will be conducted
at a suitable location chosen by the aibitiatoi in oi within 50 miles ot oui thcn-cuiicnt
piincipal place of business (cuiiently, Spaitanbuig, So jth Caiolina) All mattcis ielating to
aibitiation will be governed by the Federal Aibitiation Act (9 U S C 1 et seq ) Judgment
upon the aibitiatoi’s award may be enteied in any couit of competent juiisdiction
The aibitiatoi has the light to awaid oi include in his or hei award any relict which he oi she
deems propei, including, without limitation money damages (with inteiest on unpaid amount's
fiom the date due), specific peifoimance injunctive relief, and attorneys’ tees and costs,
piovided that the aibitiator may not declare any of jthe tiademarks owned by us or ouji
affiliates geneiic or otherwise invalid oi, except as expiessly provided in this Aiticle 15, awaid
any punitive, exemplaiy, oi multiple damages against any paity to the aibitration proceeding
(we and you heieby waiving to the fullest extent peimittcd by law any such light to oi claim
for any punitive, exemplary, oi multiple damages against any party to the aibitration
proceedings)
We and you agree to be bound by the provisions of any applicable contractual or statutory
limitations provision, whichever expires earliei We and you further agree that, in any
arbitration proceeding, each party must submit oi file any claim which would constitute a
compulsory counterclaim (as defined by Rule 13 of the Federal Rules of Civil Procedure)
within the same proceeding Any claim which is not submitted oi filed as lequired will be
forever baired The arbitrator may not considei any sett cment discussions or offers that might
have been made by eithei you oi us
We and you agree that arbitration will be conducted on an individual—net-a-class wide^ basis
and that an arbitration pioceeding between us and oui affiliates, or our and their lespective
shaieholdeis, oflficeis, directois, agents, and employees on the one hand, and you (or youi
Owneis, guarantors, affiliates, and employees) may not be (0 conducted on a class-wide basis.
(iif commenced, conducted^ oi consolidated with any othei arbitration proceeding, oi
(iiO biought on vour behalf bv anv association or agency! Notwithstanding the foiegoing, if any
court or aibitrator determines that all or any part of the preceding sentence is unenfoiceabic
with lespect to a dispute, contioveisy oi claim that otheiwise would be subject to arbitiation
Lindci this Section, then all parties agree that this aibitiation clause shall not apply to that
dispute, contioveisy oi claim and that such dispute controveisy oi claim shall be lesolved in a
ludicial pioceeding in accoidance with the dispute lesolurion piovisions of this Article 15
Despite OUI and your agieement to arbitiate, we and you each have the light in a piopci case
to seek tempoiai'y restiainmg ordeis and temporal^ oi preliminai'y injunctive lelief fiom a court
of competent juiisdiction, provided, howevei, that we and you must contcmpoianeously submit
oui dispute, controversy oi claim foi arbitiation on the meiits as piovided m this Section
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You and wl agiei ll.u in cn< aibiliation aiibins is .suibed in thib Section lequcsts fdi
documents shall be limited to documents that aie diieclly iclevant to significant issues in the
case 01 to the case s outcome shall be icstiicted in teims of time fiame subject mattci anjd
jDCisons 01 entities to which the icquests peitain, and shall not include bioad phiaseology such
as ‘dll docLiirients diiectly oi indiiectly lelatcd to You and wc luithei agicc that no
inteiiogatoiies oi lequests to admit shall be piopounded With lespect to any electionic
discovei'y, you and vve agree that
(a) pioduction of electionic documents neeld only be fiom souices used in the
oidinai-y couise of business No such documents stall be lequiied to be pioduced horn
back-up seiveis, tapes oi othei media,
(b) the production of electionic documents s tall noimally be made on the basis of
generally available technology in a seaicitable format which IS usable by the party leceiving
the documents and convenient and economical foi tlie pioducing party Absent a showing
ot compelling need, the parties need not produce metadata^ with the exception of header
fields for email coiTespondence,
(c) the desciiption of custodians fiom whom electionic documents may be collected
shall be narrowly tailored to include only those individuals whose electronic documents may
reasonably be expected to contain evidence that is material to the dispute, and
(d) where the costs and burdens of electronic discovery are disproportionate to the
nature of the dispute or to the amount in controversy, or to the i elevance of the materials
lequested, the arbitrator shall either deny such requests or older disclosure on condition
that the lequesting party advance the leasonable cost of pioduction to the othei side
subject to allocation of costs in the final award as piovided herein
In any aibitration arising out ot oi related to this Agicement, each side may take no more than
three depositions Each side’s depositions are to consurne no more than a total of 15 houis’
and each deposition shall be limited to 5 houis There are to be no speaking objections at the
depositions, except to preset ve piivilege
The piovisions of this Section aie intended to benefit and bind certain thud party non-
signatoiies and will continue in ftill foice and effect subsequent to and notwithstanding the
expiiation oi teimination of this Agieement
Any provisions of this Agieement below that pertain to judicial pioceedings shall be subject to
the agieement to aibitiate contained in this Section
15 2 Consent to Jurisdiction Subject to the piovisions ot this Aiticle 15, you and
youi Owneis agiee that all actions aiising under this Agieement oi otherwise as a lesult of thci
lelationship between you and us must be commenced in the-state oi fedeial court e-f geneial
jurisdiction in oi within 50 miles of oui then-cuirent piincipal place of business (currently
Spartanburg, South Caiolina), and you (and each Ownei) iiievocably submits to the juiisdiction
of those courts and waive any objection you (oi the Ownei) might have to eithei the,
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jiiiibdiction ol O' venue in those c.ouit', Nonedieless yc Li and yoiii Owneis agice that may
cnioice this Agiecmcnt and any aibitiation oidus and avvaids in the couits oi the state 0|i
states in which you aie domiciled oi the Studio is located
15 3 Immediate Equitable Reliet Nothing in this Agieemcnt bais otii light to obtain
specific pcitoimance of the piovisions of this Agieement and injunctive lelicf against conduct
that thieatcns to injuie oi haim us, the Marks oi the System, under ciistomaiy equity uiles,
including applicable lules foi obtaining lestraimng oideis and preliminaiy injunctions You
agiee that we may obtain such injunctive leliet and will not be icquired to post a bond to
obtam injunctive leliet and that youi only lemedy if an injunction is cnteied against you will be
the dissolution of that in)unction, it wan anted upon due hearing, and you heieby expiessly
waive any claim toi damages caused by such injunction
15 4 GOVER-NING LAW All matters lelating to aibitiation will be governed by

the Fedeial Aibitration Act (9 U S C §§ 1 et seq ) Except to the extent governed by the
Fcdeial Aibitiation Act the United States Tiademaik Act ot 1946 (Lanham Act, 15 U sd
§ 1051 et seq ), oi othei federal law, this Agieement, the Franchise, and all claims aiising from
the relationship between us and you will be governed by the laws of the State of South
Carolina, without regard to its conflict of laws rules
15 5 LIMITATIONS ON CLAIMS AND DAMAGES Except for your obligation

to indemnify us for third party claims under Section 13 1, and except for punitive damages
available to either party under federal law, we and you (and your owneis) waive to the fullest
extent permitted by law any right to or claim for any pjunitive or exemplary damages against
the othei and agree that, in the event of a dispute between us and you, the party making a
claim will be limited to equitable relief and to recoveiy of any actual damages it sustams aii)|
claim aiising out of oi ielating to this Agieement will be! barred unless litigation asserting that
claim is commenced within one (1) yeai after the claim acciues
15 6 WAIVER OF JURY TRJAL You and wc agree that, in enteiing into this
Agieement, we each waive our rights to a jui-y tiial to the maximum extent peinutted by law
foi any dispute i elating to or arising out of this Agreement
15 7 WAIVER OF CLASS ACTIONS Any pioceeding to lesolve a dispute

(whethei pait of the arbitration piocess oi a legal action') shall be conducted on an individualj
basis, and not as part ot a consolidated, common, lepiesentativc, gioup, oi class action
15 8 Costs and Attorneys’ Fees It we incui costs and expenses due to youi tailuic
to pay when due amounts owed to us, to submit when due any lepoits, information, oil
supporting iccoids, oi otherwise to comply with this Agieemcnt, you agiee, whethei oi not we
initiate a formal legal proceeding, to leimbuise us toi all of the costs and expenses that we
incui including, but not limited to, leasonable accounting, attorneys’, aibitratois’, and lelated
fees If eithei paity initiates an arbitration, judicial oi othei pioceeding, the pi evading party will
be entitled to reasonable costs and expenses (including a.ttoineys’ fees incuried in connection
with such judicial oi othei pioceeding)
Pine Bairi.
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15 9 4^ Mav Not Witliliold ‘ayinent^ Due to Us 5''ou may not
withhold piymcnt ot any amounts owed to us on the giounds ot oui alleged nonpei toi mane|e
of any ot oui obligations undei this Agicement oi toi any othei icason and you speutlcally
waive any light you may have at law oi in equity to oftset any funds you may owe us oi to tail
01 letuse to peitoim any oi youi obligations undci this Agiecmcnt 1
16 GENERAL PROVISIONS
Giant ot Security Inteiest to Us As secLiiity toi the peiformance ot youi

obligations under this Agieement, including payments owed to us foi puichases by you you
heieby collaterally assign to us the Lease and giant us a security interest in all ot the assets
used in the operation of the Studio, including inventoiy, accounts, supplies contiacts, and
pioceeds and pioducts of all those assets (including, but not limited to, cash deiived fiom the
opeiation of the Studio) You agree to execute such othei documents as we may leasonably
lequest in older to tuithei document peifect and lecoid oui secuiity inteiest If you default in
any of youi obligations undei this Agreement, we may exeicise all lights of a secured creditoi
gianted to us by law, in addition to oui othei rights undei this Agieement and at law If a
thud paity lendei requires that we subordinate our security inteiest in the assets of youi Studio
as a condition to lending you working capital foi the constiuction or operation of your Studio
we will agree to suboidmate pursuant to terms and conditions determined by us This
Agreement shall be deemed to be a Security Agreement and Financing Statement and may be
filed foi recoid as such in the recoids of any county and state that we deem appropriate to
piotect our interests
16 2 Relationship of the Parties You are an independent contractoi and not an

employee, agent, paitner, joint venturei oi fiduciary of ouis, and neithei we nor you will be
bound or obligated by the othei, except as set foith in this Agreement You will make all
reasonable efforts not to permit any customei, goveinmental authority, or the geneial public to
confuse you with us
16 3 Wan unties and Guaiantees We aie not liable foi any guaiantee oi waiianty'
you make oi offer to any customei or othei person
16 4 Entile Agreement This Agieement and a I schedules attached heieto constitute

the entile agieement of the paities heieto and all piioi negotiations commitments,
lepicsentations, wan unties, agi cements and undei takings made piioi heieto aie heieby merged
Other than the lepiesentations in the franchise disclosuie document you received from us, theie
aie no othei inducements, lepiesentations waiianties, agieements, undei takings, oi piomises,
(oial OI othei-wise) among you and us ielating to the subject mattei of this Agreement No
subsequent alteiation, amendment, change or addition to this Agieement oi any schedules will
be binding upon the paities heieto unless ieduced to wilting and signed by us and you oi oui
and youi icspective heirs executors, admimstratois, succeksois or assigns Nothing in this or in
any ielated agieement, howevei, is intended to disclaim the lepresentations we made in the
fianchise disclosuie document that we furnished to you
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16 5 Const motion No pieMoiis couisc o! 'lealing shall bo admissible to explain
modily 01 contiadict the teims ot this Agieunenl No implied covenant ot good taith and fan
dealing shall be used to altei the expiess teims ot this y^gieement Unless othciwisc indicated
the woid ‘ineliiding” means ‘including without limitation
16 6 Othei Fianchisees You ackjiowledge c nd agiee that to the extent we entei

into othei tianchisc agieemcnts with othei fianchisees we aic not obligated to enfoice oui
lights undei those agreements toi the benefit of you In paitieulai, but without limitation, you
acknowledge and agiee that we aie not obligated to entoice any right to lestiict the aiea oi
teiiitoiy in which any othei iianchisee operates its fianchised business, so long as we do not
explicitly giant any lights to othei fianchisees that world violate any teiritoiial limitations in
this Agi cement
16 7 Consent Unless otherwise specified, an> pi ovision that leteis to oui consent”
will mean oui piioi wiitten consent which consent we aie permitted to withhold or deny foi
any leason in our sole discietion
16 8 Cumulative Remedies The rights and remedies heiein aie cumulative No

enforcement of a right or remedy piecludes the enforcerr lent of any othei right or remedy
16 9 Further Documentation You and we wi 1 acknowledge, execute and deliver all

further documents, instruments or assurances and will perform all further acts or deeds as maj/
be reasonably required to cany out the terms and conditions of this Agreement |
I
16 10 Survivmg Piovisions Without limitation, the terms and conditions of this

Agi cement that by then nature lequiie performance or foibeaiance after transfei, expiiation oi
termination, that impose any obligation to defend or indemnify, or that ielate to the resolution
of disputes arising out of this Agieement, lemain eufoiceable notwithstanding the transfer,
teiTnmation, or expiiation ot this Agieement This Agieement inures to the benefit of and is
binding on the lespective heirs, legal lepiesentatives, successors, and permitted assigns of the
paities, subject to the restiictions on tiansfei herein
16 11 Execution Amendment and Modification The submission of this Agieement

to you does not constitute an offei by us This Agieement will only become effective when it
has been executed by duly-authouzcd lepicscntatives of both us and you No modification oi
amendment of this Agieement will be effective unless it is in a wilting signed by authoiized
lepiesentatives of us and you except that we aie pennitted to modify unilateially the Manuals
and othei System specifications and diicctives as provided heiein, and you will be obligated to
comply with those modified specifications and diiectives
16 12 Notice All notices allowed oi lequiied under this Agieement shall be

wilting unless othei wise noted Any wiitten notice leqinied undei this Agieement will be
ptovided by traceable means The paity seiving the notice will have the buiden ot establishing
that notice was leceivcd by the othei paity, but leceipt will be deemed pi oven by any thud,
paity camel’s oi piocess seivci’s wiitten vciifi’cation (including a standaid foim leceipt in
papei 01 electionic foim) of its deliveiy of the notice to the othci paity Each paity is
43
Pure B irre
032016 rOD I C\ B- rrjnchise Ai,recniLnl
001 004VI224 jO-I All the information on this website is published in good faith and for general information purpose only. FranChimp.com does not make any warranties about the completeness, reliability, and
1431003
pcimiUed to chansê iK c'^-'ntact mfotmalion by deii\ciin^ xviitten not cc to tliC othei idenliiyin
the new intoimation Unless a paity notifies the othei ol alternative eontaet infoimation, a
notices wnll be sent to the addiess show/n on the fiist page hcieof, and/oi with icspect to any
appiovals and notices that we piovide to you oi youi Qwmeis, at the Studio’s addiess, to th[c
attention ot the designated peison as follow'
If to us Attn Chief Executive Oflficci
It to you Attn
16 13 Non-Waivei of Rights Eithei paity s wjaivei ot any paiticulai light oi defau t

will not affect oi impaii that paity’s latei exeicise of that light oi the lemedies lelating to a
default of the same oi a diffeient kind, noi will any delay, forbeaiance oi omission of eithei
party to execute any lights aiising from this Agicement oi any default affect oi impair that
party’s lights as to the same oi any flituie exercise ot those lights oi default
16 14 Seveiability It any part of this Agreement, foi any leason, is declaied invalid
by a court of competent juiisdiction, then that declaiation will not affect the validity oi
enforceability of any remaining portion The lemaming portion will lemam in force and effect
as if this Agreement were executed with the invalid portion eliminated or curtailed
16 15 Compliance with Anti-Terroiism Laws You and youi Owners agree to

comply, and to assist us to the fullest extent possible in our efforts to comply, with anti-
terrorism laws and executive ordeis (including Executive Order 13224 issued by the Piesident
of the United States) You and your owners certify, repiesent, and w'arrant that none of your
property or interests is subject to being blocked undei, and that you and youi owners
otherwise are not in violation of, any anti-terrorism laws 01 executive ordeis Any violation of
any anti-teiioiism laws oi executive orders by you and youi owneis, oi any blocking of you
and youi owneis’ assets under any anti-teiroiism laws 01 executive ordeis, shall constitute
good cause foi immediate teimination of this Agi cement
16 16 Execution by Counteiiaarts This Agi cement may be executed in one oi moie

countei parts, each of which will be deemed an oiiginal You acknowledge that this Agieemcnt
will not take effect until accepted and executed by Signatuies tiansmitted by fax oi
scanned and emailed shall have the same effect as oiiginals
[Signature Page Folio .vs]
Pure Biik
:0l3 05201(1 rOD | r\ B - rrdncln',;. A.rcunuit
I ! 6S 001 004>,'122120 I 143100 1
EKECUIFn on the Jalc below and eifcclivc as of the FIJcclivc Date by and bet^\cen
FRANCHISOR FRAN< HISFF
PR FRANCHISING. LLC It an Individual
Sianatuie
Punt Name Print Name
Tit!e_
Date
Date~'
If other than an Individual
r*Th]S IS the Fffective Date of this
A»reement.t
Name
Title
FRANCHISE
PB FRANCfflSiNG,-FfcC If an IndividuaF
PnnFName Signatuie
Tatle- Print Name
If other than an-tndividual
Name
Date Date
Purt B im.
3915 &-S20I6 TDD [ f\ B - runthisi. A^rci-mtiU
0 00 3
\TT4CHMENr
Fianchisee Owneis
Foi m of 0\Miei
(a) Individual Propiietorship Youi ownci s) (is) (aic) as follows
(b) Corporation, Limited Liability Company, or Partnership You weie

incoi-poi ated oi fornied onj, undei the laws of the State
of You have not conducted business undei any name othei than youi
coipoiate, limited liability company, oi partnership name unless indicated in the
following
1
2 Owners The following identifies the ownei that you have designated as, and that we
appiove to be, the Designated Repiesentative and lists the full name of each person who is one
of your owners (as defined m the Franchise Agreement)| oi an owner of one of youi owneis
and fully describes the nature of each ownei’s interest (attach additional pages if necessaiy)
Owner’s Name Type / Percentage of Interest

Designated Representative
Othei Owners
3 Operations Manager IS the individual you have designated as,i

and that we appiove to be, the Opeiations Managci
is the indivic udl you have designated as. and that

' ---------- 1
we anniove to be. the Lead Teachei I
{Attachment continues on JoHomng page\
Purt B irrt
2015 052016 TDD | T\ B - rnnthist. Ajccm<.nl
001 004V4- 22-1^0 IAllI4.1I00
the information
Seaic!) Ajcr
If we and you have not agiccd on the Locati(j)n as o1 the Efteetive Date then th:
geogiaphic aiea in whieh you aie peimitted to seaich toi candidate sites toi the Studio shall b]c
defined eithci by the geogiaphic boundaiies set toilh below oi by the geogiaphic boundaiies
set foith on the attached map (“Seaich Aiea Map”) oî othei visual lendeiing (the ‘Seaich
Ai ea’) Unless othei wise set toith heicin you shall ha\|c exclusive lights to the Seaich Aiea
toi a peiiod of 60 days after the Effective Date (the ‘ Elxclusivity Peiiod”) You acknowledge
and undeistand that aftei the cxpiiation of the Exclusivity Peiiod it is possible at any one time
to have moie than one piospective franchisee of the System seeking to locate a Location foi a
Studio within the Search Area Foi the avoidance of any doubt, the Search Aiea is not the
same as the Teriitoiy and the Teiritoiy may covei a smallei geographic aiea than the Search
Aiea The Seaich Atea may not be modified oi amended except in a wiiting signed by us and
specifically identified as an amendment to the Search Aiea The following is the desciiption o
the Search Area If none, the aiea shown on the Seaich Aiea Map shall desciibe the Seaicl
Atea
As set forth in Section 3 1 of this Agreement, once a Location is selected, approved by

us, and purchased oi leased by you, the portion of this Attachment A entitled “Location and
Territory” will be completed and agreed to by us and you thereby confirming the Location and,
the Tenitory At such time, the Search Area shall become null and void and no longei
applicable to this Agreement
Acknowledgement and agieement by us and you to the foiegoing and the description of the’
Search Area as of the Effective Date
FRANCHISOR FRANCHISER
PR FRANCHISING. LLC If an Individual
Signatuie
___________________ Pi int Name
Punt Maine
Title
Date
Date
If othei t tan an Individual
By.
Name
Title
Puri. B irn.
3015 Q520I6 TDD | C\ B - rrancliiM. A_ru.niui(
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OS 001 0045/123-1jQ the information
143100 3 on this website is published in good faith and for general information purpose only. FranChimp.com does not make any warranties about the completeness, reliability, and
Date
fa-cHK+htsec-
P-B rianchibing, LLC
By-
Punt Name Pi int Name
Title TaBe
Purc 13 UK
2015 0j2016 TDD | P\ B - 1 r iikIuk A_rt.uiii.iil
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16>( 001 004VI22n0 14the>100
information
ATTACHMENT A (coot)
Seaich Aiea Map
(if theie lb no wiiltcn dcsciiption of Ihc Seaicli Aiea on the initial page of this Attachment A
the Seaich Aiea Map shall desciibe and/oi illustiate th(i geogiaphic boiindaiies of the Scaich
Aiea)
Pure B irre
2015 032016 TDD | T\ B - rnnchise AîttmuK
ATfÂCHMFNT A ( out)
Locition and Temtoiy
The Location iindei this Agi cement is
2 The Teiiitory IS
a a Glide having the hont dooi of the Studio as Its centei and a ladius of
miles, or
b the area shown and/oi described on the following map entitled “Teuitoi7
Map
Acknowledgement and agreement of the Location and erritoiy by us and you (to be signed
once the Location is approved by us, the Location is mrchased or leased by you, and the
Temtoiy is agreed to by the parties)
FRANCHISOR FRANCHISKK
PB FRANCHISING. LLC It an Individual
Bv Signature
Flint Name Print Name
Title
Date
Date
It othei than an Individual
By.
Name
Title
Date
Fianchisoi Franc! isee-
PB Franchising, LLC
Piiic Barr,.
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,1003
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I 168 from franchimp.com.
001 0046/P3T1 jO I All the information
143100 3 on this website is published in good faith and for general information purpose only. FranChimp.com does not make any warranties about the completeness, reliability, and
ATTACHMENT A (tont;
Teiritory Map
(it the Location has been selected and appiovcd and the paitics desuc to use a map to show
and/oi desciibe the Tenitoiy the Teiiitoiy Map she ws and/oi desciibes the gcogiaphic
boundaiies ot the Tcmtoiy)
Pure Bjrri.
-2015 032016 TDD | I \ B - rrjiitliisc Ajtcmenl
1168
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I
1
1
1
1
1
ATTACHMENT B
Guaranty and Assumption o Obligations
THIS GUARANTY AND ASSUMPTION OF OBLIGATIONS is given this day ot _

, 20 by
In consideration of, and as an inducement to, the execution of that ceitain Fianchisc
Agieement (the “Fianchise Agieement”) on this date by PB Fianchising, LLC (“us’ ‘we
“oui”), each of the undeisigned peisonally and unconditionally (a) guaiantees to us and oui
successors and assigns, foi the teim of the Franchise Agieement and afteiwaid as piovided in
the Fianchise Agreement, that (‘Franchise
Ownei”) will punctually pay and perform each and evei-y undertaking, agreement, and covenant
set forth in the Fianchise Agreement and (b) agiees to be peisonally bound by, and peisonally
liable for the breach of (in each case as though the undeisigned Guarantoi were a party to the
Franchise Agreement), each and eveiy piovision in the Franchise Agreement, both monetary
obligations and obligations to take or lefrain from taking specific actions oi to engage o_i
refram from engaging in specific activities, including the non-competition, confidentiality, and
transfer requirements
Each of the undersigned consents and agrees that (1) his oi her direct and immediate liability
under this Guaranty will be joint and several, both wiih Fianchise Owner and among othe'i
guarantois, (2) he or she will render any payment oi performance required undei the Franchise
Agieement upon demand it Franchise Owner fails oi leflises punctually to do so, (3) this
liability will not be contingent or conditioned upon oui puisuit of any lemedies agains't
Franchise Ownei oi any other peison, (4) this liability will not be diminished, lelieved, oi
otherwise affected by any extension of time, ciedit, or other indulgence which we may fiom
time to time grant to Fianchise Owner or to any other plêrson, including the acceptance ot any
partial payment oi peiformance or the compromise or lelease of any claims, none of which will
in any way modify oi amend this Guaranty, which will be continuing and iiievocable during tlie
teim of the Franchise Agreement, and (5) upon our lequest, he or she must submit to us
suitable credit and financial information to allow us to make a reasonable decision as to the
Lindeisigned’s cieditwoithiness and financial position including, without limitation, a peisona'l
net woith statement and such othei information which would leasonably be considcied lelevant
to us in detennining whcthei oi not the undersigned has the ability to satisfy his oi hei
obligations undei this Guaianty
Each of the undeisigned waives (i) all rights to payments and claims toi leimbuisement oi
subiogation which any of the undersigned may have against Franchise Ownei aiising as a lesult
of the Lindeisigned’s execution of and peifomiance undei this Guaianty, and (ii) acceptance and
notice of acceptance by us of his oi her undertakings undei this Guaranty, notice of demand
foi payment of any indebtedness or non-peiformanee of any obligations heieby guaianteed.
Pure. B11 ri.

2015 052016 FDD I T\ B - rr inchicc Ai,rtuni.m
piorcst and notice ol defiull to '’ny p’lty with icspect to the indebtedness oi nonpei toi mance
of any obligations heicby guaiantecd and any othci notices to which he oi she may be entitled
Each ol the iindei signed lepiesents and wan ants that no signatLiie appeiis below ioi such
Lindei signed s spouse, such undci signed is cithei not me Hied Ol, if maiiicd, is a lesidcnt ol a
state which does not lequiie the consent of both spouses to encumbei the assets of a maiitall
estate
The piovisions contained in Article 15 (Dispute Resolution) ot the Fianchise Agicemen(,
including Section 15 I (Arbitiation), Section 15 2 (Consent to Juiisdiction) and Section 15 8
(Costs and Attorneys’ Fees) of the Fianchise Agieement aie incoipoiated into this Guaranty by
leference and shall govern this Guaianty and any disputes between the undeisigned and us llf
we aie lequiied to engage legal counsel in connection with any failuie by the undeisigned to
comply with this Guaianty, the undeisigned shall reimburse us foi any ot the above-listed costs
and expenses we incui
By signmg below, the undersigned spouse ot the GuaiaiVtoi indicated below, acknowledges and
consents to the guaranty given herein by his/her spouse Such consent also selves to bmd the
I
assets of the marital estate to Guarantoi’s performance of this Guaianty We confirm that a
spouse who signs this Guaranty solely in his oi her capacity as a spouse (and not as an owner)
is not personally guaranteeing the performance oi assuming the obligations of the Franchise
Owner, rather, he or she is merely acknowledging and consenting to the execution of the
Guaianty by his or her spouse and agieeing that the assets of the marital estate (not his or her
separate property) are at risk under and by virtue of the execution of this Guaranty
IN WITNESS WHEREOF, each of the undeisigned has affixed his oi her signatuie on the
same day and year as the Fianchise Agieement was executed
Pure Birrc
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GUARANrOR(S^ SPOUSE(S)
#1 #1
Signatuie _______ Signatuie _
Punt Name Punt Name
Address Addles
Name- N-ame-
#2 #2
Signature _ Signatu
Print Name Piint Name
Address Address
#3 #3
Signatuie Signatuie
Print Name Print Name
Address Address
Pur Birri-
■20-l-§- 052016 rOD | T\ B - rrandiisc A^n.Lnicnt
EXHIBIT C
MULTI-UNIT DEVELOPMENT AGREEMENT
Piirt B irrc
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PB FRANCHISING, XC
MULTI-UNIT DEVELOPER
DATE OF AGREEMENT
DEVELOPMENT AREA
Pure H irre
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1168 001 00-M-;i24^yi43l01 2
TABLE OF CO^'TEM
Pajie
Pi Gambles and Giant o1 Rights

A Pi Gambles
B Giant of Rights, Tcim
C Giant of Rights to Othcis, Rights Wc Rescive 2
D Best Efitorts/Business Entity 2
E Financing Maximum Boilowing Limits Ljqiiidity 3
Exeicise Ot Development Rights 3

A Execution of Development Sei vices Agi cement 3
B Pioposed Sites For Puie Bane Studios 3
C Execution Of Franchise Agreements 4
D Compliance With Development Schedule 4
E Failuie to Comply With Development Schedule 4
F Business Plan and Status Updates 5
G Records And Reporting 5
3 Fees
4 Confidential Information, Innovations 6

A Confidential Infoi mation 6
B Innovations 6
C Geneial 7
Restrictive Covenants Duiing Teim 7

A Covenants Against Competition 7
B Non-Solicitation and Non-Interference 7
C Covenants fiom Others 8
TI ansfei 8
A By Us 8
B By You 8
C Fust Right of Reflisal 10
D Public 01 Piivate Offerings 11
Temiination of Agicement
A Events of Teimination
B Effects of Termination oi Expiration 13
C Covenant Not to Compete / Non-Solicitation 13
D Oui Option to Puichase 14
Relationship of the Paities/lndemnification 15

A Independent Contiactois 15
B Indemnification 16
Puri. BarrL
3^-^: 0>2016 rOD | L\ C MUDA
1168 001 00-1 132 13 I I S 14j IOJ 7
Page
Enfoiccmciit, Aibitiation 16
A Aibitiation I'6
B Applicable Law 18
C Consent to Juiisdiction _ 18
D Wdivei ot Punitive Damages Juiy Tiial and Class Actions ‘i;8
E Injunctive Relief 19
F Limitation ot Claims __ 19
G Attorneys’ Fees And Costs 19
MtSCELLANEOUS 19
A Notices 1,9
B Joint and Seveial Obligation 2’0
C Severability 20
D Headings, Constiuction 20
‘“20
E Waivei
F Fuither Assuiances 2p
G Entire Agreement 20
H Binding Agreement
ATTACHMENTS
ATTACHMENT A Development Area, Development Schedule, Ownership

ATTACHMENT B Guaranty and Assumption of Obligations
ATTACHMENT C Development Services Agieement
ATTACHMENT D Foim of Amendment to Franchise Agieement
Piiri. B^ra
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from franchimp.com. 2 on this website is published in good faith and for general information purpose only. FranChimp.com does not make any warranties about the completeness, reliability, and
All the information
PB FRANCHISING L LC
THIS MULTI-UNIT DEVELOPMENT AGREEMENT (this “Agieement”) is made and

cnteied between PB FRANCHISING, LLC a Dclawaie limited liability company with its piincipal
business addicss at 100 Dunbai Stiecl Suite 301 Spaitanauig South Carolina 29306 (‘we’), and
, whose piincipal business addiess is
(“you’), as of the date signed by us and set forth belo\ our signatuic on this Agi eement (the
‘Etfectjve Date ”)
I PREAMBLES AND GRANT OF RIGHTS
PREAMBLES
(1) We giant, to peisons oi entities who we determine meet oui qualifications,
fianchises (each a “Franchise”) for the development and opeiation of exeicise and woikout
studios (each a “Pure Barre Studio”) using the tiademark Pine Bane‘S and othei tiademarks
we authorize from time to time (the “Marks”) and the system and system standaids undei
which Pure Barre Studios are developed and operated (the “System”) Each Franchise is
granted solely pursuant to a written franchise agreement and related documents and
agreements signed by us and a franchisee (each a “Franchise Agreement”) '
(2) We also grant, to persons or entities v /ho we determme, in oui sole discretion,
meet certain additional qualifications and who are willing to commit, the light to acquire
multiple Franchises for the development and opeiatio'n of Pure Bane Studios within a defined
area (the “Development Area”) pursuant to an agieed upon schedule (the “Development
Schedule”) i
(3) You and, if you are an Entity (defined below), your owneis have requested
that wc grant you such rights, and we aie willing to do so in leliance on all of the
infoimation, icpreseutations, wairanties and acknowledgements you and, if applicable, your
owners have provided to us m support of yoiii request, and subject to the tenns and
conditions set forth in this Agi eement
B
GRANT OF RIGHTS, TERM
We giant you the light, and you undei take the obligation, eithei youiself oi thiough ydiii
appioved Affiliates (defined below'), to acquire Franchises to develop, own and opciate Puie Banc
Studios (the “Development Rights”) In exeicising the Development Rights you agiee at a
minimum to strictly comply with the Development Schec ule reflected on Attachment A T|'lie
Development Rights may only be exeicised foi Pure Bane Studios to be developed and opeiated
within the Development Aiea desuibed on Attachment A The Development Rights may [be
exeicised from the Effective Date and, unless soonei terminated as piovided heiein, continuuig
through the earliei of (1) the date on which the last Piiiej Bane Studio which is lequiied to be
opened in oidei to satisfy the Development Schedule opens foi regular business oi (2) the last day of
the last Development Peiiod (the “Term”) I
The Development Rights aie limited to the lights to acquiie Fianchises in accoidance with
and as desciibed in this Agreement Rights to develop and opeiatc Puie Bane Studios oi to use the
Maiks aie gianted only puisuant to individual Fianchise Agi cements, and you agiee that tie
PuK
This document wasBarre
accuracy of 201 052016
this information. Any POD | T\
action you take C- MUDA
upon the information you find on this website (FranChimp.com), is strictly at your own risk. We will not be liable for any losses and/or damages in connection with the use of our website.
1 16S 001 00PI22bl IS/MjIOI 2

Development Rights do not include ^ny such lights You ulso acknowledge that we giant lights only
puiSLiant to the expicsscd piovisions ol wiitten agiecmcnts and not in any othei mannci including
01 ally 01 by implication innuendo extension oi cxtiapolation 1
An ‘Affiliate” is an Entity (ciehned below) in whici you oi youi owneis (i) own moie than
51% of the issued and outstanding owneiship inteiest and voting lights oi (ii) have the light and
powci to control and detciminc the Entity’s management and policies i
C GRANT OF RIGHTS TO OTHERS, RIGHTS WE RESERVE I

Except as desciibed in this Section 1 C, and provided you and youi Affiliates aie in full
compliance with this Agreement and all Franchise Agreements and othei agreements with us (or any
of oui affiliates), we will not, duiing the Term, eithei own Puie Baire Studios located in the
Development Area oi giant Fianchises (oi authoiize the giant of Franchises) to any othei person oi
entity to own Puie Baiie Studios to be located in the Development Area We are not othei wise
restricted in any mannei fiom engaging in any business lictivity whatsoevei that is not expiessly
prohibited by this Agieement, including owning, opciating and authoiizmg othei s to own and opeiate
Pure Bane Studios outside the Development Area in our discietion We may also do any of |the
following anywhere in the world, even within the Development Aiea
(1) own and operate or authorize othei s to own and operate exercise and workout
studios under trademarks that are different from the Vlarks even if such studios offer products
and services that are identical oi similar to, and/oi competitive with, products and services
offered by Pure Bane Studios,
(2) use the Marks or any othei tradema ks oi commercial symbols to own and
opeiate busuiesses (other than Puie Bane Studios located in the Development Aieaias
described above) and distiibution channels (including the internet), legaidless of the nature} oi
location of the customeis with whom such othei Dusinesses and distribution channels do
business, even if such businesses sell products and/oi| services that are identical or similar to,
and/or competitive with, those that Pure Bane Studios customaiily sell,
(3) acquire the assets oi ownership inteiests of one oi more businesses, including
Competitive Businesses (defined below), and fianchise, license oi cieatc similai aiiangements
with lespect to such businesses once acquiied,
(4) be acquiicd oi become contiolled (legaidless of the foim of tiansaction) 'by
any othei business, including a Competitive Business
(5) operate oi giant any thud party the light to operate any Puie Bane Studios
that we OI oui designees acquite as a lesult of the exeicise of a light of fust leflisal oi
puichase right that we have undei this Agieement oi any Franchise Agreement and
(6) opeiate oi giant any thud paity the right to opeiate a Puie Bane Studio at a
site within the Development Aiea that v\e have piopjosed to you, but that you have elected
not to accept
D BEST EFFORTS/BUSINESS ENTITY
You must at all times faithftilly, honestly and diligeitly perfomi youi obligations and fully
exploit the Development Rights dining the Term and throughout the entire Development Aiea You
Pure Barre
3013 032016 rOO I Tx C - MUDA
may not siibcontiaet oi delegate any ol yoiii obligations ui dci this Agicement to any thud paities
11 you aic a coipoiation, limited liability company paitnership 01 anothci loim of business entity
(collectively an ‘Entity ) you agiec and lepicsent that
(1) Attachment A lists all ot yoin ownei's and then inteiests as ol the httectivc
Date
(2) such pel sons as we designate, which nay include the spouses ot youi owneis.
will execute an agi cement, in the toim set foith in Attachment B (the “Guaranty”), undei
which such pel sons undeitake peisonally to be bouv d, jointly and severally, by all piovisions
of this Agreement and any ancillaiy agicements between you and us However, a spouse
who signs the Guaranty solely as a spouse and not as an ownei will meiely be acknowledging
and consenting to the execution ot the guaranty by ms oi hei spouse and agieeing to bind'the
assets of the maiital estate as described therein and foi no othei puipose (including to bind
the spouse’s own separate pioperty)
(3) the business that this Agieement contemplates will be the only business you
operate (although youi owneis may have othei, non-competitive business interests), and I
(4) you will designate an individual (the ‘Managing Owner”) who we approve
and who (a) must own at least 25% of the owjnership interests in you, (b) devote a
reasonable amount of his or her time and efforts to the operation, promotion and
enhancement of the business under this Agreement, a^nd (c) have the authority to deal with us
on your behalf m respect of all matters whatsoever which may arise in respect of this
Agreement We will be entitled to rely solely upon the decision of the Managing Owner m
any such dealings without the necessity of any discussions with any other party named in this
Agreement The initial Managing Owner’s name is listed on Attachment A, and any
leplacement Managing Owner must be appioved by us To ensure that they meet oui criteria
to seive in those roles, we also leserve the right to approve youi intention to appoint any of
your employees as legional oi distiict manageis
E MINIMUM LIQUIDITY
We have granted the Development Rights to you based, in pait, on youi iepresentations|to
us, and our assessment of, your levels of liquidity as of the Effective Date You will ensure that,
thioughout the Teim, you will maintain sufficient liquidity to meet youi obligations under this
Agieement We leseive the light to establish and modify specific liquidity thiesholds from time to
time, and you agiec to comply with such minimum liquidity rcquiiements that we leasonably impose
2 EXERCISE OF DEVELOPMENT RIGHTS
A EXECUTION OF DEVELOPMENT SERVICES AGREEMENT

We leseive the light to lequire yYou and/oi youi Affiliates may request to use the
development seivices we oi oui affiliate piovides foi one of more of the Puie Bane Studios to be
developed pursuant to Fianchise Agreements executed undei this Agieement If we lequire
âpprove tins leanest, you will, concuiiently with the execution of this Agreement also execute a
Development Services Agieement in the foim attached heietc as Attachment C
Puie Barrt
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PROPOSED SITES FOR PURE BARRE STUDIOS
You must give us all intoimation and mateiials we icqucst to assess each Pine Bane Studio
site you piopose as well as youi and youi pioposed Atfi late s tinancial and opeiatioiial ability to
lund the development and to opeiatc each pioposed Puic 3aiie Studio We have the absolute tight
to disappiovc any site oi any Affiliate (a) tint does not meet oiii ciiteiia oi (b) it you oi youi
Affiliates aie not then in compliance with any existing Fianchise Agi cements executed puisuant to
this Agicement oi opeiating youi oi then Puic Baire Studios in compliance with the System
Standards (as defined in the franchise Agi cement) We will use oui leasonable effoits to leviewj and
appiove 01 disappiove any sites you piopose withm 30 days affei we leccive all requeued
information and inatciials Once wc appiove a pioposed site you oi youi appioved Affiliate must
sign a separate Fianchise Agi cement as dcsciibed in Sectiojn 2 C It you oi youi appioved Affiliate
fails to do so within 15 days aftei we piovide you with an execution copy of the Fianchise
Agi cement, wc may withdiaw oui approval In addition, we leseive the right to piopose sites to
you within the Development Aiea toi the development of Puie Bane Studios contemplated by Ithis
Agi cement If we propose a site and you elect not to accepjt such site foi the development of a Puie
Bane Studio at such site, then we have the right to opeiate oi giant any thiid party the light to
operate a Puie Bane Studio at such site
C EXECUTION OF FRANCHISE AGREEMENTS

Sunultaneously with signing this Agreement, you or an appioved Affiliate must sign and
delivei to us a Franchise Agreement and related documents representing the first Fianchise you are
obligated to acquire under this Agreement Thereafter, once we have approved a site, and prior to
signing a lease or to othei"wise securmg possession of the site, you or an approved Affiliate must
sign OUI then-cunent form of Fianchise Agreement and 1 elated documents, the terms of which
(including with lespect to applicable fees) may diflfei substantially fiom the terms contained indhe
Fianchise Agreement in effect on the Effective Date In addition, as each Fianchise Agieemeht is
signed, you and we will also sign an Amendment to Fianchise Agi cement m the form attached to| this
Agreement as Attachment D The Fianchise Agieement, as amended, will govern the development
and operation of the Puie Bane Studio at the appioved site identified theiein
D COMPLIANCE WITH DEVELOPMENT SCHEDULE

Each peiiod described in the Development Schedule is a “Development Period” You or
youi appioved Affiliates must satisfy the obligations desciibed on the Development Schedule
(Attachment C) duiing and as of the end of each Development Period The Development Schedule
IS not our lepiesentation, expiess oi implied, that the Development Aiea can suppoit oi that theic
aie 01 will be sufficient sites foi, the numbei of Puie Bane Studios specified in the Development
Schedule or duiing any paiticular Development Peiiod W^ aie relying on youi lepiesentation that
you have conducted youi own independent investigation anc have detei mined that you can satisfy, the
development obligations imdei each Development Period of the Development Schedule
I
We will count a Puie Bane Studio towaid the Development Schedule only if it is actually
opeiating in the icgulai couise within the Development Aiea and substantially complying with the
teims of its Fianchise Agreement as of the end of the Development Period Howcvei, a Puie Bane
Studio which IS, with our appioval oi because of fiie or othei casualty, peimanently closed dui'mg
the last 90 days of a Development Peiiod, aftei having belen open and opeiating, will be counted
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lovvaid the dcvtiopmcnl ohligalioit^ to' the DevelopiPtiit Peiiod in uhith it closed but 'not
theicaltei
E FAILURE TO COMPLY WITH DEVELOPMEN T SCHEDULE

Time IS of the essence It you tail to comply with the Development Schedule as of the ;end
ot any Development Peiiod, in addition to teiminating this Agieemcnt undci Section 7 and asseiting
any othei lights we have undei this Agieement as a result' of such tailuie, we may (but need not)
elect to icvoke oui agieement under Section I B not to giant similai development oi franchise lights
to othei s, 1 educe the size of the Development Aiea, and le- configuie the Development Aica, in each
case as we detennine
F BUSINESS PLAN AND STATUS UPDAT

Within 60 days aftei the Effective Date you must piepaie and give us a business plan
coveiing your piojected revenues, costs, staffing and opeiations undei this Agieement This business
plan will include youi detailed piojcctions of costs foi Purj Baire Studio development and detailed
levenue projections tor youi activities undei this Agreement and the Pure Bane Studios to be
developed under Fianchise Agieements signed pursuant to this Agreement Within 60 days after the
start of each calendar yeai during the Temi, you must update the business plan to cover both actual
results for the previous year and projections for the then-cunent yeai While we may review and
provide comments on the business plan and any updates you submit to us, we take no responsibility
for and make no guarantees or lepresentations, expressed or implied, with respect to your ability to
meet the business plan or to achieve the lesults set forth therein regardless of whethei we approve,
disappiove, require revisions oi provide other comments yith respect to the business plan or any
updated business plan You bear the entiie responsibility for achievement of the business plan you
develop
G RECORDS AND REPORTING
You agree to provide us with the tollowing records and lepoits
(1) within 30 days aftei the end of each calendar quaitei, you must provide! us
with a balance sheet and piotlt and loss statement for you and youi Affiliates covering tiat
quaitei and the yeai-to-date,
(2) within 30 days aftei the end of each calendai yeai you must piovide us with
an annual piofit and loss and souice and use of funds statements and a balance sheet foi |ou
and youi Affiliates coveiing the pievious yeai, and an updated balance sheet and ielated
financial statements foi each person signing the Guaianty and
(3) such othei data, lepoits, infoimatio 1, financial statements and suppoiting
iccords as we lequest horn time to time
Each ot the foiegoing shall be in the foim and foimat that we leasonably specify, shall be dcliveied
to us in the mannei we specify, and shall be ceitified as coriect by you oi, if you are an Entity, 'by
youi Managing Ownei
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FEES
You must pay us, on youi execution ot this Agiccinent and in considciation ot the giant ot
the Development Rights, a noniccuiiing and nonielundablc development tec in an amount equal to
(I) $20,000 multiplied by (2) the numbei ot Puie Bane Studios lequiicd to be opened puisuant to
the Development Schedule (the “Detelopment Fee’) Th:; Development Fee is tally earned by us
when you and we sign this Agieement and is nonieiundable Howcvci we will i educe by $20,000
the amount of the Initial Fees due undei each Fianchisc kgicement which you oi youi Atfiliates
execute puisuant to this Agieement, subject to a maximum aggiegate ieduction foi all sucb Franchise
Agi cements equal to the total Development Fee
CONFIDENTIAL INFORMATION, INNOVATKDNS
A CONFIDENTIAL INFORMATION
All infoimation turnished to you by us whethei oially oi in wilting, including the Fianchise
Agreements, this Agreement, the System plans specifications, financial oi business data' oi
projections, all documents, data, infoimation, materials, leports, pioposals, piocedures, financial
information, compensation infonnation, job descriptions, employee biographies, proposed advertising,
advertising and marketing plans, operations manuals, formulas, samples, improvements, models,
drawuigs, piograms, compilations, devices, methods, designs, teclmiques and specifications,
inventions, know-how, processes, btismess plans, marketuig techniques, customer lists and
information, purchasing techniques, supplier lists, supplier information, advertising strategies,
operations, oui trade secrets, or any othei forms of business information, whethei or not marked as
confidential (collectively, the “Proprietary Information”) (i) shall be deemed proprietary and shall
be held by you in strict confidence, (ii) shall not be disclosed oi levealed oi shared with any other
pel son except to youi employees oi contractois who hW a need to know such Piopiietai-y
Information foi purposes of this Agreement and who aie undei a duty ot confidentiality no less
lestiictive than your obligations heieundei, oi to individuals oi entities specifically authonzed by us
in advance, and (in) shall not be used except to the extent nccessaiy to exeicise the Development
Rights or as peimitted undei Franchise Agi cements, and then only in circumstances of confidence
and in accordance with the obligations set foith in the Fran:hise Agiecments You will piotect the
Piopiietaiy Infoimation from unauthoiized use, access oi disclosuie in the same mannei as you
piotect youi own confidential or proprietai7 information of a similai natuie and with no less than
leasonable caie
All Propiietaiy Infoimation will at all times lemain oui sole piopeity You agiee to letuin to
us 01 destioy, at oui election all Piopiietaiy Infonnation in youi possession oi contiol and
peimanently erase all electionic copies of such Propiietaiy Infoimation piomptly upon oui request' oi
upon the expiiation or teimination of this Agieement, whichevei comes first At oui lequest, >|ou
will certify in w'lituig signed by one of youi officeis that you have fully complied w'lth the foiegoing
obligations I
B INNOVATIONS
You agiee that, as between us, we oi oui affiliates own the System and any Piopiietary
Information, and that youi rights to use the System and Prdprietai^ Infoimation, deiive solely from
this Agieement oi tiom Fianchise Agi cements executecl puisuant to this Agieement kll
Pure
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inipiovcmcnls, di-velopnicnls, tiei ivciti\c woiks, unhancemenls oi inodihcalions lo the System and
any Piopiictaiy Inioimation (collectively, Innovations’) made oi cicalcd by yon youi employees oi
youi contiactois whethei developed sepaiately oi in conjninction with ns, shall be owned solely by
us 01 oui affiliates You icpiesent, wan ant, and covenant that yoni employees and contiactois aie
bound by wiitten agieemcnts assigning all lights in and to any Innovations developed oi cicated by
them to you To the extent that you, youi employees oi ;j/oui contiactois aie deemed to have any
inteiest in such Innovations, you hereby agiee to assign anb do assign, all light, title and inteicst in
and to such Innovations to us To that end, you shall exejeute, veiify, and delivei such documents
(including assignments) and peifoim such othei acts (including appeal ances as a witness) as we may
leasonably lequest foi use in applying foi, obtaining, perfecting, evidencing, sustaining, and entoicmg
such owneiship rights in and to the Innovations, and the assignment theieol Youi obligation to
assist us with lespect to such owneiship lights shall continue beyond the expiiation oi termination of
this Agreement In the event we aie unable toi any reason, aftei leasonable effoit, to sccuie youi
signature on any document needed in connection with the actions specified in this Section 4 B, you
heieby iiievocably designate and appoint us and our duly authoiized officeis and agents as youi
agent and attorney in fact, which appointment is coupled vvith an inteiest and is iiievocable, to act
for and on youi behalf to execute, veiify, and file any such documents and to do all othei lawfully
pemiitted acts to further the purposes of this Section 4 B with the same legal foice and effect a!s if
executed by you
C GENERAL
If you breach any of the piovisions of this Section |4, we will be entitled to equitable relief,
including in the form of injunctions and orders for specific performance, in addition to all othei
lemedies available at law or equity The obligations undei t ns Section 4 shall suivive any expiration
01 termination of the Agreement
5 RESTRICTIVE COVENANTS DURING TERM
A COVENANTS AGAINST COMPETITIOI'

We have granted you the Development Rights in consideration of and leliance upon ybui
agicement to deal exclusively with us Therefore, during tne Term, neithei you, youi Affiliates noi
any of your oi then owneis oi the immediate family members of any of the foiegoing will
(a) have any diiect oi indirect inteiest as an ownei - whethei of lecoid,
beneficially, oi otheiwise - in a Competitive Busine|ss (defined below), wheievei locatedj oi
opeiating, othei than equity owneiship of less than 5% of a Competitive Business whose
stock 01 othei foi ms of owneiship interest aie publicly tiaded on a lecognizcd United States
stock exchange, I
(b) perform seivices as a diiectoi, officei, managei, employee, consultant, lessoi.
lepicscntative, oi agent foi a Competitive Business, wheievei located oi operating,
(c) diveit 01 attempt to diveit any actual oi potential business, sites oi customeis
of youi business associated with this Agreement to a Competitive Business, oi
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(d) cliKctly 01 indiicctly appiopiiate use oi duplicate the System oi any poition
thcieof, in any business in which such peison may have any inteiest ot any kind (whcthei
diiectly 01 indiiectly) oi in which such peison is othi :iwise employed
The tcim Competitive Business means any business (othei than anothei Puic Banc
Studio) that (a) opeiates giants fianchiscs oi licenses foi the opeiation of, oi othciwise assists the
opeiation of a fitness oi exeicisc business or (b) sells fitnes appaicl oi equipment
B
NON-SOLICITATION AND NON-INTERFERENCE
Duiing the Tetm, neithei you noi any of youi owneijs youi oi youi owneis’ Affiliates, oi the
officers, directors, manageis oi immediate family members of any of the foiegoing, will '
(a) without obtaining the employei’s 01 foimer employer’s piioi wiitten
pel mission, recruit oi hue any person who is then oi was, within the immediately picceding 6
months, employed by us any of oui affiliates, or a fianchise ownei as (1) an instiuctori oi
general managei oi assistant manager at any Puie Baire Studio, (2) a distiict oi legional
manager or any othei such person having responsibility foi overseemg oi supei vising the
operation of multiple Pine Bane Studios, or (3) any of our or oui affiliates’ officers,
directors, or employees, oi
(b) interfere with the relationships we, our affiliates, or our franchisees have from
time to time with vendois, suppliers or consultants, or
(c) engage m any othei activity which might injure the goodwill ot the Marks
and/or the System
C COVENANTS FRQIVI OTHERS

You agiee to obtain fiom youi owners, officeis, directois, managers, and all employees who
attend our tiainmg piogram or have access to Proprietaiy Information similar covenants legarding
non-competition (Section 5 A and Section 7 C), non-solicitation (Section 5 B and Section 7 C), and
Confidential InfoiTnation (Article 4) In no event may you lestiict in any such agreements such
person’s light to become owneis of oi acquire ownership inteiests in Pure Bane Studios You must
also require all employees to execute non-disclosuie and non-solicitation covenants similar to those
set out in this Section 5 You must provide us with copies of all such agreements on oui request
We may legulate the foi ms of agieement that you use and be a third-paity beneticiai'y of the
agieement with independent enfoicement lights You may not assume that any such foim we piovide
you is 01 will be enfoiceable in a particulai juiisdiction You aie solely lesponsible foi obtaining
youi own piofessional advice with respect to the adequacy of the teims and piovisions of such
forms, but you must secuic oui appioval, piior to use, ot any form that contains vanations horn the
foim we provide
6 TRANSFER
A BY US
We have the right to tiansfei this Agieement to any affiliate or thiid-paity and, upon such
tiansfei, we will be leleased fiom any flirthei liability undei this Agieement, and all of oui
obligations heieundei will theieaftei be the obligations of the tiansfeiee We also have the light
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delegate to any attiliate oi thiid-paily the peitoimanee of any ol oiir obligations undei this
Agt cement
B BY YOU
Wc have granted you the Development Rights baser upon, among othei things the chaiactei,
backgiound and othei qualihcations and abilities personal to you Ol, it applicable, youi owncis
Accoidingly, you agicc that this Agi cement, owneiship ihteiests in you oi, any inteicsts in this
Agicement, the Development Rights oi all oi any part of thje business opciated undei this Agiecrncnt
will not be sold, assigned, donated or otheiwise transfeiiejd including as a lesult of death (each a
“Sale”), to any peison oi Entity (heieinaftei lefened to specifically in this Section 6 as I the
“Recipient”) without our prioi wiitten consent Foi pui-poses of-the preceding-sentence “Contiol’
means the right and powei to direct oi c-ause the direct-ien- of yeiii management and policies You
flirthei agree that you will not entei into any pioposed mortgage, pledge, hypothecation,
encumbrance or giving of a secuiity mteiest in oi which aftects the Development Rights and youi
other rights under this Agieement (a ‘Security Interest”) without oui pi 101 wiitten consent The
Development Rights may not be transferied separate and a aait fiom the entiiety of this Agreement,
and a proposed tiansfer of this Agieement may not be made separately from oi independently of a
transfer to the same Recipient of all of the Franchise Ajgreements (and the Pure Bane Studios
operated pursuant thereto) executed pursuant to this Agreernent
If you intend to list your Pure Barre Studios or youi rights under this Agreement for Sale
with any broker oi agent, you shall do so only after obtaining our written approval of the bioker oi
agent and of the listing agreement You may not use or authorize the use of any Mark in advertising
the Sale noi may you use or authorize the use ot, and no thud party shall on your behalf use, any
written materials to advertise or promote the Sale without oui piioi wiitten approval of such
materials
Oui appioval of a tiansfer of ownership interests in you as a lesult of the death oi incapacity
of the proposed transferoi will not be unreasonably withheld oi delayed so long as at least one of the
Managing Owneis designated on Attachment A continues to be the designated Managing Owner If,
as a lesult of the death oi mcapacity of the transfeioi, a tiansfei is pioposed to be made to jthe
tiansfeior’s spouse, and if we do not appiove the tians ei, the tuistee oi administrator of |the
transfeior’s estate will have nine months aftei oui letusal to consent to the tianstei to the
tiansfei01’s spouse within which to tiansfei the tiansfeioi’s inteiests to another party whom we
appiove in accoidance with this Section 6 B
We may withhold oui consent to a Sale oi giant ot Secuiity Inteiest toi any leason, and we
Will not be lequired to considci a pioposed Sale oi Secuiiity Inteiest unless you comply with the
following lequuements eithci at the time the lequest is mac e 01, if applicable, by the completion
the Sale oi giant of the Secuiity Inteiest
(1) with lespect to any pioposed Sale
(a) you must submit an application in writing to us lequesting oui consent
The application must set out (i) the exact tenns ot the pioposed Sale and a copyj ot
a duly signed bona fide wiitten ofifei, (ii) mfoimation lelating to the busmess
leputation and qualifications of the Recipient to cany on business (iii) suitable ciedit
and financial mfoimation of the Recipient to allow us to make a reasonable decision as
Purt
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take upon MUDA information you find on this website (FranChimp.com), is strictly at your own risk. We will not be liable for any losses and/or damages in connection with the use of our website.
to the cicdit woithmess cind hnaneia! position of Iht Reupienl and such infoimation
will include as in appendix theicto, a peisonal net woith statement ot the Recipient oi
in the event the Recipient is an Entity a peisonal net vvoith statement of its
contioiling shaieholdei(s) oi membei(s), (iv) such othei intoimation as you may have
knowledge and would icasonably be eonsideied of a lelevant iiatuie to us^ in
deteimining whethei oi not to giant oui consent, and (v) such othei intoimation as we
may lequiie,
(b) the Recipient must aiiange tor and successtully complete to 'oui
satistaction, all oi such tiaining in the opjeiations ot the multi-unit development
business and a Pure Bane Studio, at its oi your sole expense, as we deem necessaiy
prioi to the commencement of the tiaining oy the Recipient, you must delivei to us,
the sum of $2,500 by means ot eash or certified check which amount will be non-
lefundable, except that if the Sale is successfully completed, the entire amount will be
applied by us against the amount payable by you puisuant to Section 6 B(l)(h) below
01 such other amounts as may be owing by you to us pursuant to this Agreement,
(c) the Recipient and its immediate family inembeis (and, if it is not a
natuial peison, its owners and immediate family membeis of its owners) must not have
an interest or be engaged in activities which would violate the restrictions regardmg
Competitive Businesses as described in Sections 5 A,
(d) the Recipient must enter into any and all agreements and covenants
(including our then-current form of multi-unit development agreement) which we aie
then requiring of new multi-unit developersj and if the Recipient is an Entity, the
Recipient must provide such personal guarantees oi other assurances of its
shareholdeis oi membeis oi otheis as we may require,
I
(e) you must have dischaiged and/or satisfied all of youi obligations
(financial oi otherwise) to us and our affiliates mcuried in connection with the
business opeiated uudei this Agieement, as of the date ot the completion of the said
Sale,
(f) you, and if you aie an Entity, youi owneis, officers and diiectors, and,
if the Recipient alieady owns oi owns an int|ciest in an Entity that owns Pure Baire
Studios, the Recipient and its owneis, officcis and diicctois, will execute and deliyei
to us and oui officers directors, shaieholdeis, employees and oiii and their hens
execLitois, administiatois, siicccssois and assigns, a geneial lelease, in a foim
appioved by us, of all claims, demands, liabilities actions, damages costs oi expenses,
howevei arising, as ot the date of oui consent,
I
(g) you must pay all of our expenses incuiied in connection with the Sale
whethei oi not such Sale is completed, up to a maximum amount of $3,000 plus
disbuisements and applicable taxes theieon, in this rcgaid, you must delivei to us
togethei with the oiiginal application submitted toi appioval of the Sale, the sum of
$1,500 towaids such expenses plus applicabl : goods and sci vices taxes thereon and
pay the balance upon completion of the appioved Sale
(h) you must pay to us, an amou equal to the gieatei of (i) 5% of the
purchase pi ice to be paid and/oi othei consideaation to be leceived fiom and/oi debt
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'o be assumed by the lecipient o' (ii) 'li25 0 00 plus, in eithci case applicable go'ods
and SCI vices taxes thcieon and
(i) we must Hist agiec in waiting on the date o1 the completion ot
Sale
(2) with lespcct to any pioposcd giant olla Secuiity Inteiest
(a) you must submit an application in wailing to us, lequesting oui consent
The application must set out the proposed business tcims and any secuiity to be given
by you, and must include a copy of any loan agicements, secuiity agreements oi othei
documents pioposed to be executed by oi on youi behalf, j
(b) the pm pose of the giving of such security must be to obtain financing
foi use in the business opeiatcd heieundei and
(c) you may not at the time of gi I'ing any secuiity be in default of any of
the teims and conditions of this Agieement
FIRST RIGHT OF REFUSAL

If you make or receive (and intend to accept) an offer of Sale, without in any way deiogating
fiom our right to grant oi not giant our consent thereto, we will have the option, to be exercisediby
notice in writing delivered to you withm 30 days of receipt of your application referred toj in
Section 6B(l)(a) above, to acquire the rights and the business operated hereundei upon the same
terms and conditions as set out in the said application except as provided hereinafter If we exercise
our option, we will complete the Sale upon the same terms and conditions as set out in the
application except that we will be entitled to deduct from the purchase price (i) the amount of any
sales 01 othei commissions (if any) which would have been payable by you had the Sale been
completed with the Recipient and (ii) an amount equal to that amount to which we aie entitled
puisuant to Section 6 B(l)(h) heieof, and except that we will have the light to substitute cash for
any othei foim of consideiation specified in the oftei accompanying the application and the light to
pay in full, the entiie amount of the purchase price at the tinie of closing If we do not exeicise our
option, we may then, in oiii discretion, determine if we will consent to the pioposed Sale to the
Recipient, we will notify you of oui decision within 30 days of icceipt of the application The sale,
assignment, tiansfei, donation or othei dealing must be completed within 60 days of the leceipt by us
of youi oiiginal application, failing which, you must again make application to us in the manner set
out in Section 6 B(l)(a) heicof, and in all such events the piovisions of this Section 6 C will apply
anew, and such pioceduie will continue to be lepeated so often as you desiie to complete any Sale
If we do not notify you of oui intention to consent within such 30-day peiiod, we will be deemed
not to have given oui consent
Notwithstanding the foiegoing, if youi Studio has been used as a Secuiity Inteiest foi an SBA-
guaianteed loan (which is subject to oui consent as described in Section 12 B) we will not while
such loan icmains unpaid, exeicise our light of fiist lefusal under this Section 12 C with lespect to a
Sale of pait of the ownership intciests in you unless, in connection with oui exeicise of the light ,of
fust lefusal, we are paying off the SBA-guaianteed loan Hojwevei, we letain the light to assign oui
light of fust letusal with lespect to such transfers to an unaffiliated thud party
Pure
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D PUBLIC OR PRIVATE OFFERINGS
Hic publication oi dibsenunalion ot vviitlen inloimilion used to laisc oi secuie funds can
leflecl upon us and the System Theiefoic you may not without oui piioi wiilten consent engage
in a public ottciing of secuiitics oi a piivatc oflciing icquiiing an otfeiing memoiandumi oi
piospectiis It you dcsiie to lequest that we consent to any such event you must submit any wiittcn
intomiation intended to be used toi that puipose to us befo c inclusion in any registiation statement,
piospectus 01 similai offering memorandum Should we object to any leferencc to us or pui
affiliates oi any of oui business in the offeiing litciatuie oi piospectus, the liteiatuie oi piospectus
shall not be used until oui objections aie withdiawn oi icso ved
7 TERMINATION OF AGREEMENT
A EVENTS OF TERMINATION
In addition to any othei lights we have undei this Agieement we will have the right^ to
teiminate this Agieement at any time and without notice upon any of the following events 1
(1) you 01 yoiii Affiliates fail to pay any amount due undei this Agieement or any
Fianchise Agreement when and as it becomes due and payable, and such failure continues for
a period ot 10 days after written notice from us,
(2) you abandon or threaten to abandon the Development Rights, or take oi
thieaten to take action to liquidate your assets, oij if you do not pay any debts or othei
amounts incurred by you m operating the business hereunder when such debts or amounts are
due and payable,
(3) you tail to comply with the Developiijient Schedule and such failure continues
foi a period of 30 days aftei wiitten notice horn us (subject to yoiii cine light undei
paiagraph (12) below if the failuie is the duect result' of a Casualty Event),
(4) you make or puipoit to make a geneial assignment foi the benefit of ci editors,
01 it you heieto institute any proceeding undei any statute oi othei wise i elating to insolvency
01 bankiuptcy, oi should any pioceeding undei any such statute oi othei wise be instituted
against you, oi if a custodian, leceivcr, managei o any other pci son with like powers is
appointed to take chaige of all oi any pait of the business gianted heieunder oi of the shaies
01 documents of title owned by any ot youi shaieholdeis oi title holders, oi if you commit oi
suffei any default undei any contiact ot conditional sale, moitgage oi othei security
instrument in lespect of the business being opeiated heieundei oi of the shaies oi documents
ot title owned by any ot youi shareholdeis oi title holdeis oi it any of youi goods, chattels
01 assets oi of the business aie seized oi taken in execution oi in attachment by a eieditoi oi
it a wilt of execution is issued against any ot such goods, chattels, oi assets, oi if a judgment
01 judgments foi the payment ot money in amounts i|n excess of $20,000, is lendeied by any
coLiit of competent juiisdiction against you
(5) you fail to ftiinish rcpoits financial statements, tax i etui ns oi any othei
documentation lequiied by the provisions of this Ag cement and do not collect such failuie
within 10 days following notice,
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(6) it >ou aie cnniv (i) ui oidet s made oi a ievolution passed oi any
piocecdings taken towaids youi winding up oi liquidation oi dissolution oi amalgamation, oi
(ii) you lose yoiii chaitei byexpiiation toifeituie oi othei wise
(7) you 01 any ot youi owncis have made any matciial misiepiesentation oi
omission in youi oi then application and the documents and othei intoimation piovided to us
to suppoit youi 01 then application to acquire the lights gianted in this Agieement, i
(8) you 01 youi owneis engage in any Sale 01 grant ot a Secuiity Inteiest in
violation ot Section 6
(9) you (oi any of youi owneis) arc (a) convicted ot oi plead guilty oi |'no-
contest” to a felony, (b) convicted of oi plead guilty oi “no contest” to any ciime oi othei
offense likely, in our leasonable deteimination to adversely affect the leputation of Pine
Bane Studios oi the goodwill ot the Maiks, oi (c) engage in any conduct which, in pin
opinion, advcisely affects oi, if you weic to continue as a multi-unit developei undei this
Agreement, is likely to adversely affect the leputation of the business you conduct puisuant
to this Agieement, the reputation and goodwill cl Pure Banc Studios generally oi the
goodwill associated with the Marks,
(10) we provide wiitten notice of youi (or any of your owners’) failure (a) on three
(3) or more separate occasions within any 12 consecutive month period to comply with this
Agreement, or (b) on two (2) or more separate occasions withui any six (6) consecutive
month period to comply with the same obligation under this Agreement, in any case, whethei
or not you correct the failures after our deliveiy of n'otice to you,
(11) you oi your Affiliates fail to comply with any provision of any Franchise
Agreement and do not cure such failures within the applicable cuie period, if any,
(12) you fail to obseive, peifoim oi comply with any other of the terms I oi
conditions of this Agieement not listed in items (1) thiough (11) above, and such failuie
continues for a peiiod of 15 days after wiitten notice thereof has been given by us to you,
piovided, howevei, that if your failuie is of youi obligation to comply with the Development
Schedule, such failuie is the diiect lesult of a Casualty Event, and you are using good faith
effoits to cuic the failure, we will not exercise oui ights undei this Section 7 A unless you
have failed to cure such default within 180 days following wiitten notice thereof As used in
this paiagiaph, a “Casualty Event” is a fiie, toinadq, huriicane, flood eaithquake oi similat
natuial disastei which is not within youi contiol, oi
(13) you have i ejected two oi moie pioposed sites within the Development Aiea
foi development of a Puie Bane Studio that wc have piovided to you puisuant to the
Development Services Agieement
B EFFECTS OF TERMINATION OR EXPIRATION |

(1) Effects On wii the
LUC. expuation
c.\jjiicuicm oi temiination of this Agieement foi any leason
whatsoevei, the following
117 provisions
nrovisions apply
annlv '
(a) all of youi lights undei this Agreement will cease, and you aie no
longei entitled to exeicise the Development Rights oi hold youi self out to the public
Pur
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as bung a dovelupei-o1 Pmc Banc Stiidu 'S c\i_cpl as pcimittcci undci Fianc use
Agi cements
(b) you must ictuin all Piopiiela\y Infoimation in youi possession
contiol (except that you may letain and continue to use any Piopiietaiy Infoimation
that you aie peimitted to use undci any Fianohisc Agicements) and
(c) without limiting any othei lights oi remedies to which we may be
entitled, you must pay all amounts owing to us puisLiant to this Agi cement up tO|the
date of teimination
COVENANT NOT TO COMPETE / NO^ -SOLICITATION

(1) Non-Competition On teimination oi cxpiiation of this Agieement, you and
youi owneis agree that, foi two (2) yeais beginning on the effective date of teimination oi
expiration oi the date on which all persons restrict'ed by this Section 7 C begin to comply
with this Section 7 C, whichevei is latei, neither you noi youi Affiliates, noi any of youi^ oi
their owneis (oi youi oi their immediate family membeis) will have any diiect oi indiiect
interest as an ownei (whether of lecord, beneficially, oi othei wise), investoi, partnei, directoi,
officer, employee, consultant, lessor, representative, or agent in any Competitive Business (as
defined m Section 5 above) located or operating
(a) within the Development Area, and
(b) within a 30-mile radius of any Pure Barre Studio in operation or under
construction on the latei of the effective date of the tennination or expiiation of this
Agreement oi the date on which all persons restiicted by this Section 7 C begin to
comply with this Section 7 C
(2) Non-Solicitation You furthei agree that, for two (2) yeais beginning on Ithe
effective date of termination oi expiration, neithei you noi any of your owneis, youi oi ybui
owners’ Affiliates, oi the officeis, directois, manageis or immediate family membeis of any of
the foregoing, will
(a) recruit oi hue any peison who is then oi was, within the immediately
pieceding 6 months, employed by us, any of oui affiliates oi a fianchise ownei asi(a)
an instiuctoi, geneial managei oi assistant managei at any Puie Bane Studio, (bj) a
district 01 legional manager oi any othei such peison having lesponsibility foi
oveiseeing oi supervising the opeiation of multiple Pure Bant Studios oi (c) any of
oLii 01 OLii affiliates’ ofBceis, directois, oi employees.
(b) inteifeie oi attempt to interfere with oui, oui affiliates’ oi bui
fianchisees’ lelationships with any vendors oi consultants, oi
(c) engage in any othei activity which might injiiie the goodwill of )he
Maiks and/oi the System '
If you fail to comply with paiagiaph (a) above you agiee to pay us an amount equal
to 200% of the annual salaiy/ of such peison
(3) Miscellaneous The foiegoing lestnctions also apply to the selleis undei a Sale
with the time refen mg to the effective date of the Sale rathei than the date of cxpiralionj oi
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teimination o1 this Agieemen^ If any pci son lest'ic ed by this Section 7 C iciuscs voliintaiily
to comply with these obligations, the 2-yeai peiioci foi that pci son will commence with
entiy of a couit oidei enfoicing this piovision Yc 11 cxpiessly acknowledge that yon, youi
Affiliates, youi and then owncis and the immediate 'amily membeis of each possess skills and
abilities of 1 gencial natuie and have othei opDoitiimties foi exploiting these skil
Consequently oui enfoicing the covenants made in this Section 7 C will not depiive you oi
them of any peisonal goodwill oi ability to earn a living Notwithstanding the teimination oi
othei expiiation of this Agieement foi any reason w latsoevei or any Sale all covenants and
agieements to be perfoimed oi obseived by you wil suivive any such termination, expiiation
I
01 Sale
D OUR OPTION TO PURCHASE

(1) Upon our teimination of this Agreement foi any leason other than as a lesult
of the teimination of a Franchise Agieement, including without limitation youi failuie, to
comply with the Development Schedule, we oi our assignee shall have the option, exercisable
by giving wiitten notice theieof within 60 days fiom the date of such termination, to puicliasc
from you 01 youi Affiliates all oi any portion of the assets used in your oi then Pure Ba'rre
Studios in the Development Area As used in this Paragraph, “assets” means and includes
leasehold improvements, equipment, computer haidware, furnishings, fixtures, signs,
inventory, materials, and supplies and the lease or sublease for the Pure Barre Studios If
you, any of your owners or one of your or their Affiliates own the premises of any such Pure
Barre Studio, we and you shall (and, if applicable] you or youi owneis shall cause such
Affiliate to) entei into a lease for such piemises on reasonable terms and conditions that are
commercially reasonable ui light of the location aiJd condition of the premises and other
relevant circumstances We shall have the unrestricted light to assign this option to purchase
We or our assignee shall be entitled to all customary warranties and lepiesentations given by
the seller of a business including representations and warianties as to (1) ownership.
condition and title to assets, (2) liens and encumbiances relatmg to the assets, and (3) validity
of contiacts and liabilities muring to us or affecting the assets, contingent oi otherwise
(2) The puichase puce foi the assets of each Puie Banc Studio that we electIto
puichase puisuant to subsection D(l) above shall be the pioduct of the eainmgs befoie
interest, taxes, depieciation and amortization (“EBITDA”) of the Pure Bane Studio foi the
ti ailing 12-month period ending 10 days immediately oreceding the closing date multiplied tby
two (2), piovided, howevei, that we may ieduce the Hiichase puce of any Pine Baire Studio
by the following (i) if the Studio is leased and fewei than two (2) yeais icmain on the
Studio’s cunent lease, then the puichase puce will be discounted by a icasonable amount Ito
be detci mined by us to account foi the shoit-tcim lease and (ii) the cost of any capital
improvements necessaiy to bung the Studio into confoimity with oui then-cuiient System
standards foi new Puie Banc Studios We shall have the light to set off against and ieduce
the purchase puce by any and all amounts owed by you oi youi Affiliate to us, the amount of
any liabilities assumed by us, and the amount necessaiy to modify oi leplace any assets so
that the Puie Bane Studio meets oui then-cunent standards and specifications foi Puie Bai'ie
Studios
(3) The puichase price shall be paid in cas 1 at the closing of the purchase, which
shall take place no later than 90 days aftei receipt by you of notice of exeicise of this option
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to pmohase, at which time you shall delivei injtiiimuits liinsfeiimg to us oi oui assignee
(i) good and meichantable title to the assets puii:hased, hcc and clcai of all liens and
eneumbiances (othei than liens and secuiity inteiests acceptable to us oi oui assignee) with
all sales and othei tianslei taxes paid by you (ii) all licenses and peimits of youi Pine Banc
Studio(s) which may be assigned oi tiansteiied, and (in) the leases oi subleases loi Ithc
piemises ot those Putc Banc Studio(s) In the event that you cannot delivei cleai title to all
ot the pin chased assets as atoiesaid, oi in the event heic shall be othei uniesolved issues,'the
closing ot the sale shall be accomplished thioiigh an esciow Fuithei, you and we shall, piioi
to closing, comply with all applicable legal icquirements, including the bulk sales piovisions
of the Unifomi Commeicial Code of the state in which the Puie Barre Studio(s) aic located
and the bulk sales ptovisions ot any applicable tax laws and icgulations You shall, prion to
or simultaneously with the closing of the puichase, pay all tax liabilities incuriedj in
connection with the opeiation ot yoiii Pine Bane Studio(s) I
(4) It we 01 0111 assignee exeicisc this option to puichase, pending the closing ot
such puichase as heieinabove provided, we shall have the light to appoint a managei to
maintain the opeiation of yoiii Pure Barre Studio(s) if we choose not to exeicise this right,
you shall continue to operate those studios on the tenns of this Agreement and the applicable
Franchise Agreement with us until the closing of the aurchase Alternatively, we may require
you to close your Pure Barre Studio(s) during such t!ime period without removmg any assets
from them You shall mamtam in force all insurance policies required pursuant to this
Agreement and the applicable Franchise Agieement(s) with us, through the date of closing! If
the premises of your Pure Barre Studio(s) are leased, we agree to use reasonable efforts 4o
effect a termination ot the existing lease(s) for the premises and enter into new lease(s) on
leasonable tenns with the landloid In the event we aie unable to enter into new leases foi
yoiii Pure Bane Studio(s) and youi lights under the ease foi the premises aie assigned to ius
01 we sublease the premises horn you, wc will indemnify and hold you hannless fiom any
ongoing liability undei the lease from the date we ass ■line possession of the piemises
8 RELATIONSHIP OF THE PARTIES/INDEMNIFICATION
INDEPENDENT CONTRACTORS
Each of us IS an independent contractoi, and neithei is consideied to be the agent,
lepiesentative, mastei oi servant ot the othei toi any puipose Neithei of us has any authoiity to
cntei into any contiact, to assume any obligations oi to gi\ c any waiianties oi lepresentations on
behalf of the othei Nothing in this Agreement may be const ued to cieate a lelationship of paitneis.
joint ventuiers, fiduciaiies agency oi any other similai lelationship between us and you
B INDEMNIFICATION
You agiee to indemnity, defend, and hold haimless us, oui affiliates and oui and then
lespective current and foimer owneis, managei s, diiectois, officeis, employees, agents, successois,
and assignees (the ‘indemnified Parties”) against, and to leimbuisc any one oi moie of the
Indemnified Patties foi, all claims, obligations, and damages jdirectly oi indiiectly aiising out of tlie
operation ot the busuiess you conduct undei this Agieement, or youi bieach of this Agi cement,
including those alleged to be caused by the Indemnified Patty’s negligence, unless (and then only to
the extent that) the claims, obligations oi damages aie detemiined to be caused solely by the
Puru
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Indemnified Pdily s inlumonal misconduct in a final unappealable luling issued by a couil with
competent )uiisdiction Foi pin poses ot this indemnification “claims include all obligaticjns,
damages (actual consequential oi otherwise), and costs that any Indemnified Paity leasonably incuis
in dctending any claim against it, including leasonable accountants’, aibitiatois’ attorneys’ and
expeit witness tecs, costs of investigation and pioot ot tacts, couit costs tiavcl and living expenses
and othei expenses ot litigation or alternative dispute lesolution, legaidless of whcthei litigationj oi
alternative dispute lesolution is commenced Each Indemnified Paity may defend any claim against it
at yoLii expense and agiee to settlements oi take any othc lemedial coirective, oi othei actions
This indemnity will continue in full foice and effect s .ibsequent to and notwithstanding this
Agi cement’s expiration oi teimination An Indemnified lj*arty need not seek lecoveiy tiom any
instil ei or othei thud paity, or othei wise mitigate its losses and expenses in ordei to maintain and
lecovei fully a claim against you under this Section 8 B You agree that a failuie to puisne a
lecovery oi mitigate a loss will not reduce oi altei the amounts that an Indemnified Paity may
recovei Ifom you undei this Section 8 B
9 ENFORCEMENT, ARBITRATION
A ARBITRATION
We and you agree that all controversies, disputes, oi claims between us or our affiliates, and
oui and their respective shareholders, officers, directors, aj ênts, and employees, on the one hand,
and you (and your owners, guarantors, Affiliates, and employees), on the other hand, ansuig out of
or related to ,
1
(a) this Agreement oi any othei agieement between you (oi any of youi owners) and} us
(oi any of oui affiliates),
(b) our lelationship with you, oi
(c) the scope oi validity of this Agreement or any othei agieement between you (oi any
of youi owneis) and us (oi any of oui affiliates) or any piovision of any of such agreements
(including the validity and scope of the aibitiation piovision under this Section 9 A, which we and
you acknowledge is to be detci mined by an aibitiator, not a court)
must be submitted for binding aibitration, on demand of eithei party, to the American Aibitiation
Association The aibitiation pioceedings will be condiictccl by one aibitiatoi and, except as this
Section othei"wise piovidcs, accoiding to the then-cuiient Commeicial Aibitiation Rules of the
Amciican Aibitiation Association All pioceedings will be conducted at a suitable location chosen by
the aibitiatoi in oi within 50 miles of oui then-cunent piincipal place of business (cuiiently
Spaitanbuig, South Caiolina) All matteis ielating to aibitiation will be governed by the Fedeial
Aibitiation Act (9 U S C §§ I e/ very) fudgment upon tie arbitiatoi’s awaid may be enteied
any court of competent juiisdiction
The aibitiatoi has the light to award oi include in his oi hei awaid any lelief which he oi she
deems piopei, including, without limitation, money damages (with inteiest on unpaid amounts fiom
the date due), specific perfoimance, injunctive lelief, and attorneys’ fees and costs, piovided that the
aibitiatoi may not declaie any ot the trademaiks owned by us oi oui affiliates geneiic oi othei wise
invalid OI, except as expiessly provided in this Article 9, awaid any punitive, exemplary, oi multiple
17
Pine
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damages agiinst an)' pai'y to th^ aibitiation piooecding (we and you hcieby w'aiviiig lo the 1ul csl
extent pcimitted by law any such iiglil to oi claim toi anv 5unitive cxemplai7 oi multiple damages
against any paity to the aibitiation piocctdings)
We and you agice lo be bound by the piovisions ct any applicable conliactual oi statutoiy
limitations piovision whichcvei cxpiics cailici Wc and you tuithei agiec that, in any aibitiation
pioceeding, each party must submit oi file any claim which \vould constitute a compulsoiy
counteiclaim (as defined by Rule 13 ot the Fedcial Rules ot Civil Pioceduie) within the same
pioceeding Any claim which is not submitted oi filed as lequiied will be toievei baned The
aibitratoi may not considei any settlement discussions oi otjfeis that might have been made by eithci
you oi us
We and you agice that aibitiation will be conducted on an individual, not a class wide, basis
and that an aibitiation pioceeding between us and our affiliates, oi oui and their lespective
shaieholders, officers, diiectois, agents and employees, on he one hand, and you (oi youi owneis,
guaiantois, affiliates and employees) may not be (i) conducted on a class-wide basis. VlO
commenced, conducted or consolidated with any other ar )itration proceeding, tiii^ or brought on
vour behalf bv anv association oi agency Notwithstanding the foregoing, if any court or arbitiator
detennines that all or any part of the preceding sentence is unenforceable with lespect to a dispute,
controversy or claim that otheiwise would be subject to arbitration under this Section, then! all
parties agree that this aibitration clause shall not apply to that dispute, controversy oi claim and that
such dispute, controversy or claim shall be resolved in a jujdicial proceedmg in accordance with the
dispute lesolution piovisions of this Article 9
Despite oui and youi agi cement to arbitrate, we and you each have the right in a propei case
to seek tempoiaiy restiaining ordeis and temporaiy oi pre iminary injunctive relief fiom a court] of
competent juiisdiction, piovided, however, that we and you must contempoianeously submit our
dispute, contioversy or claim for aibitration on the meiits as provided in this Section
You and we agiee that, in any aibitiation aiising as desciibed in this Section, lequests
documents shall be limited to documents that aie diiectly lelevant to significant issues in the ease ...
to the case’s outcome, shall be restiictcd in teims of time frame, subject mattei and peisons'oi
entities to which the lequests pertain, and shall not include bioad phraseology such as “all documents
directly oi indirectly related to ’ You and we furthei agree that no inteiiogatoiies oi lequestsi to
admit shall be piopounded With icspect to any electionic c iscovciy, you and wc agiee that
(a) pioduction of eleetionic documents need on y be from souices used in the oidmaiy
coLiise of business No such documents shall be lequiied to be pioduced fiom back-up seiveis
tapes 01 othei media,
(b) the pioduction of electionic documents shall noimally be made on the basis
gencially available technology in a seaichable foimat which is usable by the party leceiving the
documents and convenient and economical foi the producing party Absent a showing I of
compelling need, the parties need not produce metadata With the exception of headei fields foi
email coriespondence.
I’ua
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(c) the desciiptioii ut custodians horn whom elcctionit duaiments may be colieclcd shall
be nailowly tailoied to include only those individuals wljose eicctionic documents may teasonably
be expected to contain evidence that is mateiial to the d sputc and
(d) wheie the costs and buidens of electionic discovciy aie dispiopoitionate to the natuie
of the dispute oi to the amount in contioveisy, oi to the lelevance ot the mateiials lequested, the
aibitiatoi shall eithei deny such lequests oi ordei disclosuie on condition that the lequesting
party advance the leasonablc cost of pioduction to the othei side, subject to allocation of costs in
the final awaid as piovidcd heiein
In any aibitiation aiising out ot oi lelated to this Agreement each side may take no more
than three depositions Each side’s depositions aie to consume no moie than a total of 15 hours, and
each deposition shall be limited to 5 houis Theie aic to be no speaking objections at the
depositions, except to pieserve piivilege
The piovisions of this Section aie intended to benefit and bind ccitain third paity hon-
signatories and will continue in full force and effect subsequent to and notwithstanding the expiration
or termination of this Agieement
Any provisions of this Agreement below that pertain to judicial pioceedings shall be subject
to the agreement to arbitrate contained in this Section
B APPLICABLE LAW
This Agreement will be construed and interpreted under the laws of the State of South
Carolina, without regard to its conflicts of laws lules, exce )t to the extent governed by the United
States Tiademark Act of 1946 (Lanham Act, 15 U S C Sec ion 1051 et seq ) i
C CONSENT TO JURISDICTION
Subject to the agieement to aibitiate (Section 9 A above) and the piovisions below, you and
your owneis agree that all actions aiising under this Agieement or othei wise as a lesult of the
lelationship between you and us must be commenced in a court of general mi isdict-ion nearest tostate
01 federal court in oi within 50 miles of oiii then cuiTent principal place of business (currently
Spartanburg, South Caiolina), and you (and each ownci) iirevocably submit to the jurisdiction of that
court and waive any objection you (oi the ownei) might have to eithei the juiisdiction of oi venue in
that court I
D WAIVER OF PUNITIVE DAMAGES, JURY TRIAL AND CLASS ACTIONS

Except foi yoiii obligation to indemnify us foi thiijd party claims undei Section 8 B , and
except foi punitive, exemplaiy oi multiple damages available to eithei party undei United States
fedeial law, we and you (and youi owneis) waive to the fullest extent peinutted by law any iightito
01 claim foi any punitive exemplaiy oi multiple damages against the othei and agicc that, in the
event of a dispute between us and you, the party making a claim will be limited to equitable lelief
and to iccovei7 ot any actual damages it sustains
We and you iiievocably waive tiial by jiiiy in any action, proceeding, oi counteiclaim,
whethei at law oi in equity, biought by eithei party We and you fliithei agiee that any aibitiation oi
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litigation between us aiKl om icspective alfiliates will be cc iic’u'-icd on an individual^ basis and mav
not be td conducted on a class-wide- basis tii') commenced conducted oi consolidated with anv
othei aibitiation oi litigation nioccedinu tin') or bioueht^ on voiii behalf bv any association oi
agency
E INJUNCTIVE RELIEF
Nothing in this Agieement bais eithei paity’s light to obtain injunctive lelief against conduct
that thieatens to injiiie oi haim the othei undei customaiy ejquity lules, including applicable lulesftoi
obtauiing lestiaming oideis and pieliminaiy injunctions I|leithei party will be icquiied to post a
bond to obtain injunctive leliet the only lemedy if an injunction is entered will be the dissolution of
that injunction, if waiianted, upon due hearing, and you and wc heicby expiessly waive any claim toi
damages caused by such injunction
F LIMITATION OF CLAIMS
Except for claims aiising from youi non-payment oi Lindeipayment of amounts you owe to us
pursuant to this Agreement, any and all claims arising out of 01 1 elating to this Agreement oi oui
relationship with you will be baned unless a judicial pioceeding is commenced within one (1) yeai
from the date on which the party asserting such claim knew oi should have known of the facts
giving rise to such claims
You and youi owneis agree that our and our affiliates5’ owners, diiectors, managers, officers,
employees and agents shall not be personally liable noi nam as a party in any action between us oi
our affiliates and you or your owners
G ATTORNEYS’ FEES AND COSTS

The party prevailing in any arbitiation pioceeding oi litigation involving this Agieement shall
be entitled to lecovery of its costs and expenses, mcluding i easonablc attorneys’ fees
10 MISCELLANEOUS
A NOTICES
All notices, consents appiovals, statements, documents oi othei communications lequiied'oi
permitted to be given heieundei must be in wiiting and must be deliveied (i) personally oi (ii)
mailed by legistered mail, postage piepaid, oi (in) sent by leputable overnight couiiei (such as
Federal Expicss oi UPS), to the said parties at then lespeUive addicsses set forth in the opening
paragiaph of this Agieement to the attention of the pci son indicated below
If to us Attention Legal Department
11 to you Attention ___________________
01 at any such othei addicss oi addresses as the party to whom such notice, consent appioval,
statement, documentation oi othei communication is to be given, may designate by notice in wilting
so given to the other parties heieto as piovided heieinbefoie It any one of the said parties is
comprised of moie than one peison oi Entity, any notice, consent, appioval, statement, document 01
other communication may be given by or to any one thereof, and it will have the same foice and
20
This documentPure was Banc
accuracy of ■:this
015 052016
information. TDDyou
Any action | C\
take C - the
upon MUDAinformation you find on this website (FranChimp.com), is strictly at your own risk. We will not be liable for any losses and/or damages in connection with the use of our website.
I I6S 001 00-M22-ljl IVI-iriOl 2

Lltcct as if given by oi lo all thcicot An> not'ces et'i'ênts appioxals statements cloeuments oi
otliei tommunications (i) it delivcicd peisonally will be deemed lo have been given on the day of
dcliveiy, (ii) if mailed will be deemed to have been given on the second business day (except
Satin days and Sundays) tollowing such mailing oi (in) if sent via ovu night counei when lecened oi
Ietused
B JOINT AND SEVERAL OBLIGATION

If eithei you aie compiised of moie than one individual oi Entity the obligations of each
such individual and Entity undei this Agreement will be pint and seveial
C SEVERABILITY
If any teim oi condition of this Agieement is, to any extent, declaied to be invalid oi
unentoiceable, all other terms and conditions of this Agieement, othei than those as to which it is
held invalid or unenfoiceable, will not be affected thereby and each teim and condition of this
Agreement will be separately valid and enforceable to the fullest extent pei nutted by law
D HEADINGS, CONSTRUCTION
Eleadings preceding the text, sections and subsections hereof have been mserted solely for
convenience of refeience and will not be construed to affect the meaning, construction or effect of
this Agreement The term “including” means “mcludmg, without limitation” unless otherwise noted
The term “control” means the right and power to direct or cause the direction of an entity’s
management and policies
E WAIVER
The waiver by either you oi us of a bieach of any term oi condition contained in this
Agieement will not be deemed to be a waivei of such temi oi condition oi any subsequent breach of
the same or any othei term oi condition hereui contained unless such waivei is expressly set foith in
writing A paity’s failure to exeicise any light to demand exact compliance and any custom or
piactice at variance with the tenns and conditions of this Agreement will not constitute a waiver of
the light to demand exact compliance with the tenns and conditions heieof Oui subsequent
acceptance of any amount payable heieundei, will not be deemed to be a waivei of any preceding
bleach of any term oi condition of this Agieement, other than the failuie to pay the paiticulai
amount so accepted, legardless of oui Icnowledge of such pieccding bieach at the time of acceptance
of such amount
F FURTHER ASSURANCES
You and we agiee to execute and delivei such fiiithei and othei agieements, assuiances
undei takings, acknowledgements oi documents, cause such meetings to be held, lesolutions passed
and by-laws enacted, exeicise oui vote and mfluence and do and peifoim and cause to be done and
peifoimed any flirthei and othei acts and things as may be nccessaiy oi desiiable in oidei to give full
effect to this Agieement and eveiy pait heieof
G ENTIRE AGREEMENT
This Agreement and all schedules attached heieto constitute the entiie agieement of the
paities heieto and all piior negotiations, commitments, lepiesentations, wairanties, agieements and
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undeitakings made piioi hcicto aic hîcby meiged Ol'nt; than the lepicscntalions m the hanciisc
disclosLiie document yon leceived fiom ns tlicie aie no olhei inducements lepicscntations
wananties, agi cements nndei takings oi pi onuses (oial oi otheiwise) among yon and ns i elating to
the subject mattei of this Agreement No subsequent altciation amendment change oi addition to
this Agicement oi any schednles will be binding upon the paities heieto unless leduced to wilting
and signed by ns and yon oi oni and yoni lespective hens executois, admimstiatois successois oi
assigns Nothing in this oi in any i elated agi cement, howevei, is intended to disclaim the
lepresentations we made in the fianchise disclosiiie documeit that we furnished to you
H BINDING AGREEMENT
This Agreement will mure to the benefit of and be binding upon us and oui successois and
assigns and will be binding upon you and youi hens, cxecutois administratois, successois and
authorized assigns
1 COUNTERPARTS
This Agi cement may be executed in multiple copies, each of which wilJ be deemed, an
original Signatures transmitted via facsimile oi scanned and emailed shall have the same force and
effect as originals
IN WITNESS WHEREOF, the parties have executed and delivered this Agreemenf in
Spartanbuig, South Carolina, effective as of the Effective Date
PB FRANCHISING, LLC, a Delawaie MULTI-UNIT DEVELOPER

limited liability company
[Name|
By.
Name
Title _ Name
-^Date Title
"(This IS the Effective Date) Dated
Piia
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ATTACHMENT A
10 MUM 1-UNIT DEVEEOPrviENT AGREEMENT
DEVELOPMENT AREA, DEVELOPMENT SCHEDULE AND OWNERSHIP
1 The Development Aiea is coinpiised ot

______ cis depicted on the map attached heieto If the Development Aiea is identified by
counties 01 othei political subdivisions, political boundaiics will be consideied fixed as of the
date ot this Agieement and will not change, notwithstanding a political leorganization oi|
change to the boundaiies oi legions
2 The Development Schedule is as follows
Development Period Number ot New Numl)er of New Minimum (Cumulative)

Leases Signed Studios Opened Number of Studios
During Development During Development Open and Operating at
Period J êriod End of Developmeint
Period
1
1
1
3 You weie incorpoiated oi foimed on 20__, under the laws of thej

State of_ The following identifies the ovynei that you have designated as, andl
that we appiove to be, the Managing Ownei and lists the| tull name of each person who is one,
ot youi owners and tully describes the nature ot each owner’s inteiest '
Type and Percofttage of Interest
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Ownei s Name Tvoe cind Pcicentasie ot Intcitst
Managing Owner
Othei Owiieis
PB FRANCHISING, LLC, a Delawaic MULTI-UNIT DEVELOPER

INamel
Name By
Title _ Name
Date Tit e
Date
A-2
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This document was 1 downloaded from franchimp.com. All the
108 001 00-I'-I-22I3KI5/I4 jinformation
IOI 2 on this website is published in good faith and for general information purpose only. FranChimp.com does not make any warranties about the completeness, reliability, and
M \P or DEVELOPMEN r a\REA
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ATTACHMENT
TO IVnJITI-lJNIT DEVEEOPMFNT ACREEMRNT
GUARANTY AND ASSUMPTION OF OBLIGATIONS
THIS GUARANTY AND ASSUMPTION OF OBLIGATIONS is given tins

day ot ________ _____ 20__ by the peisons indicated below who have executed this
Agreement
Tn considciation ot, and as an inducement to, the execution of that ceitain Multi-Unit
Development Agreement (the “Agreement”) on this date by PB Franchising, LLC a Delaware
limited liability company ( we,” “us” or “our’) each of the undersigned personally and
unconditionally (a) guaiantees to us and oui successois and assigns, foi the teim of the
Agreement (including extensions) and aftcrwaid as piovided in the Agi cement, that
(‘Developer”) will punctually pay and peifonn each and
every undertaking, agreement, and covenant set foiti in the Agreement (including any
amendments or modifications of the Agicement) and (b) agiees to be peisonally bound by, and
personally liable foi the breach of, each and every piovision m the Agreement (includuig any
amendments oi modifications of the Agieement), both monetary obligations and obligations to
take or refrain fiom taking specific actions oi to engage or refrain from engaging in specific
activities, includmg the non-competition, confidentiality, and tiansfer requirements
Each of the undersigned consents and agiees that (1) his oi her direct and immediate
liability undei this Guaranty will be joint and seveial, both with Developei and among other
guarantors, (2) he or she will lender any payment joi peifonnance required under the
Agreement upon demand it Developei fails or leflises punctually to do so, (3) this liability will
not be contingent oi conditioned upon oui pursuit of any icmedies against Developer oi any
othei person, (4) this liability will not be diminished, lelieved, or otheiAvise affected by any
extension of time, credit, oi othei indulgence which wc may fiom time to time giant to
Developei oi to any othei peison, including the acceptance of any paitial payment oi|
perfoimance oi the compromise or release of any claims (including the lelease ot othei
guaiantois), none of which will in any way modify oi amend this Guaianty, which will be
continuing and iiievocable duiing the teim of the Agieement (including extensions), foi so long
as any peifonnance is oi might be owed undei the Agieement by Developei oi its owneis, and
foi so long as we have any cause of action against Developei oi its owneis, (5) this Guaianty
will continue in full foicc and effect for (and as to) any extension oi modification of the
Agieement and despite the tiansfei of any inteiest in the kgieement oi Developei, and each ot
the undersigned waives notice ot any and all lenewals, extensions, modifications, amendments,
OI tiansfeis, and (6) upon oui lequest, he oi she must su 3init to us suitable ciedit and financial
information to allow us to make a leasonable decision as to the undei signed’s cieditwôithiness'
and financial position including, without limitation, a peisonal net woith statement and such'
othei information which would reasonably be considcied lelevant to us in detei mining whethei
01 not the undeisigned has the ability to satisfy' his oi hei obligations undei this Guaranty
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Each of the uiidei signed waives (i) all lights to payments and claims foi icimbuisemen't
01 subiogation which any of the undeisigned may have against Devclopei niising as a lesult ol
the iindeisigned’s eveuition ol and peitoimance iindei this Guaianty and (ii) acceptance and
notice ot acceptance by us of his oi hei undeitakings u'ndei this Guaianty, notice ot demand
L
toi payment ol any indebtedness oi non-peiloimance ot any obligations heieby guaianteed
piotest and notice ot default to any paity with lespect to the indebtedness oi nonpeitoimance
ot any obligations heieby guaianteed, and any othei notices to which he oi she may be entitled
Each of the undeisigned acknowledges and leaicsents that he oi she has had an
oppoitunity to leview the Agieement and agrees that the piovisions of Aiticle 9 (Entoicement,
Arbitiation) have been reviewed by the undeisigned and aie incorporated, by lefeience, into
and shall govern this Guaranty and Assumption of Obligations and any disputes between the
undersigned and us Nonetheless, each of the undei signeld agiees that we may also enfoice this
Guaranty and Assumption ot Obligations and awaids in the couits of the state oi states in
which he oi she is domiciled
By signing below, the undersigned spouse ot the Guarantoi indicated below,

acknowledges and consents to the guaranty given herein by his/hei spouse Such consent also
serves to bind the assets of the marital estate to Guarantoi’s performance of this Guaranty j
We confirm that a spouse who signs this Guaranty solely in his or her capacity as a spouse]
(and not as an owner) is signing that merely to acknowledge and consent to the execution of
the Guaranty by his or her spouse and to bind the assets of the marital estate as described,
therein and for no other puipose (including to bind the spouse’s own separate propeity)
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jI 1*1/1-13101 2 on this website is published in good faith and for general information purpose only. FranChimp.com does not make any warranties about the completeness, reliability, and
IN WI FNESS ^VHEREOF each of the uncieisigned has nffixtd his oi hci signaluie oil
the same day and yeai as the Agicement was executed
GUARANTOR(S) SPOUSE(S)
#1- #1-
Signatuie Signatuie
Flint Name Pi int Name
Addiess
Sign
Address -SigR#2
Signatui :»
#2- #2-
Name
StgnSignature Address
___
Print
m- Name #3-
Signatui
Print Na
Sigft
Address Address
Signature
Print Name
Address
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IS/I43I0I 2 on this website is published in good faith and for general information purpose only. FranChimp.com does not make any warranties about the completeness, reliability, and
A^TA-€MMENTATTACH MENT C
TO fVHJlTI-lJNIT DEVEI.OPMEN AGREEMENT
FORM OF DEVELOPMENT SERVICES AGREEMENT
Pure B irre
204-3-052016 TDD \L\ C- MUDA
I6S001 001 from franchimp.com. All the information
1221jI 15/143101 2 on this website is published in good faith and for general information purpose only. FranChimp.com does not make any warranties about the completeness, reliability, and
PFVELQPiVlLNr SERVICES AGREEMENT
PHIS DEVELOPMENT SERVICES AGREEMENT (the Agieemenf ) is made as ol the,

Effective Date, by ind between |, a _ ___________] with its piinupal
business addiess at [ ] Cvoa ) and PB OpCo, LLC a Delawaie
limited liability company with a piincipal business addiess at 100 Dunbai Stieet, Suite 301
Spaitanbuig, South Caiolina 29306, USA (‘//s’) The "Effective Date' is the date on which
we sign this Agieement, as indicated on the signatuie page heieto
RECITALS
Oui affiliate, PB Franchising, LLC {"‘Franchisoi , and you aie paities to a Multi-Unitj
Development Agieement, dated as of [________ , 20^] (the "Development
Agreement”), pursuant to which Fianchisoi gr inted you, and you undeitook thej
obligation to aequiie an agreed upon numbei of Fianchises to develop, own and opeiate
Pure Barie“ Studios (each a ""Studio”) puisuant to individual franchise agieements.
(each, a ""Franchise Agreement”)
B Under the Development AgreeiTient, Franchisoi—requires that you use, and you'
agreedYou wish to use, certain of our services m connection with the development of
your Studios You and we desue to entei into this Agreement to set forth your and'
our obligations with respect to the development services |
Capitalized ternis used but not defined in this Agieement shall have the meanings|
ascribed to them in the Development Agreement or Fianchise Agreement, as applicable
AGREEMENT
FOR AND IN CONSIDERATION of the foiegoing Recitals (which aie incorporated in and,
made a part heieof), the covenants contained in this Agreement, and other valuable/
consideration, leceipt and sufficiency of which aie acknowledged, you and we agiee as follows
Our Responsibilities We will piovidc on your aehalf, and you heieby appoint us as
your agent to provide in youi name, the following services (the ""Services”) that you aie
otheiwise requiied to peifonri undci the Fianchisc Agieements foi each of youii
Studios
Market Development Strategy VVe w ill cieate a ""MUnket Development'

Stiategy” for the Development Area by analyzing demographic data, detei mining
the numbei, description and piioiity of appropiiate trade aieas and mapping the
Development Area
I
Site Selection Once you, Fianchisoi, and we agiee on the Maiket Development
Strategy, we will identify potential sites Within the Development Aiea fori
development of Studios We will piepare site submittal packages (containing
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16S 001 from
001franchimp.com.
122 IjI I VM All thejinformation
IOI 2 on this website is published in good faith and for general information purpose only. FranChimp.com does not make any warranties about the completeness, reliability, and
such demoîaphic commeicial, and of lei inloiinaiion as Fianchisoi ma\
icqucsl) loi each potential site
Letter ot Intent and Lease Negotiation Once you have accepted a polentia
site, and it has been appioved by Fianchisoi in accoidance with the applicable
Franchise Agicement we will negotiate on youi behalt all lettcis of intent anc
the Lease foi the Studio pieniises, pioMcIecI, howevei, you must sign the Lease
Construction Management Piior to your signing the Lease foi the pioposed
site, we will prepare an initial pio fomia constiuction budget Foi youi approval
Once you have appioved the initial pro forma constiuction budget (as amended
fiom time to time in accordance with this Agieement, the '‘Biulger), we will
pioceed to manage the construction of the Studio in accoi dance with the
applicable Fianchise Agreement and the Budget on youi behalf as youi agent
In this legaid, we will, as youi disclosed agent and without assuming any diiect
liability to the othei party, in accordance with the applicable Franchise
Agieement and the Budget, be entitled to
Designate, in our sole but reasona ble discretion, the architects, general
conti actors and other contractors (collectively, the ‘‘'‘Contractor’s'') to be
used on the construction of the Stuidio,
Negotiate or coordinate the negotiation of any contracts with thei

Contractois that are necessary aiW appropnate with lespect to the*
construction of the Studio (such contracts, the 'Const/action Related
Contracts"),
Submit plans, diawings and other lequiied materials to appropriate

governmental agencies, youi landloid and othei local boaids, associations
01 agencies foi peimitting oi othei appi ovals directly i elated to the
construction of the Studio, and y ou agree to cooperate in a timely
manner with us in this legard.
Older all lequiied fliiniture, fixtuies, equipment invcntoiy and supplies'

in accordance with Section 1 e below, and '
V Pei foi m such othei acts as we deem necessaiy and appiopiiatc to I

develop the Studio in accoidancc with the lequirements of the Fianchise 1
Agieement
]
Any Constiuction Related Conti act having a total obligation in excess of|
$10 000 01 a teim equal to one (1) yeai 01 more (unless such longei teim
conti act can be teiminated without penalty on no moie than 60 days’ notice) is
lefeired to as a "Material Contract " You must sign all Mateiial Conti acts
Foi all other Constiuction Related Conti acts, we may elect to sign youi name.
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as Yom disclosed agent, and you hat you wmI be lesponsible loi youi
peitoimanee and any payments due theieundei piovidcd that such eontiaet is in
fuitheiance ot the Sci vices and within the scope o1 the Budget oi is othciwisc
authoiizcd in wilting by you
Furniture, Fixtmes, Equipment and Iniventory We will, on youi behalf, as
yoLii disclosed agent and foi your account and at youi expense, oidei all
fiiinituie, tixtuies and equipment as well as the lequiied initial inventoiy as
necessaiy toi building out and equipping the Studio in compliance with the!
System Standards All tiiinituie, fixtmes equipment and inventoiy will be
purchased in youi name WE DO NOT PROVIDE, AND HEREBY
DISCLAIM, ANY WARRANTY OF ANY ICIND, EITHER EXPRESS OR
IMPLIED INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE
HOWEVER, WE WILL PASS ON TO YOU ANY MANUFACTURER’S
WARRANTIES THAT ARE PROVIDED WITH THE PURCHASE
Certificate of Occupancy We will obtain a certificate of occupancy for the site:

of the Studio
Delivery of Possession and Close-Out Documentation We will deliver

possession of the Studio to you when we detennine it to be substantially
complete, which shall include our obtaining a certificate of occupancy (the
''Possession Date'") We will attempt to give you 30 days’ prior notice of the
estimated Possession Date On the Possession Date, you and we will conduct a
walk-through of the Studio to identify any “punch list items” to be completed b)|
us Wc will use reasonable efforts to cause all punch list items to be completed
promptly aftei the Possession Date You agree to take possession of the Studio
on the Possession Date Once you take possession, we will negotiate and finalize
any close-out documentation related to the site
Utilities Start Up You will establish accounts with all utility companies Once
the accounts are established, we will anange for the appiopriate utility
companies to begin seivice at the Studio at the appropriate time
Youi Responsibilities You agicc to be lesponsiblc foi and agiee to pcifoim, at youi
cost, the following with lespect to each of the Studios
a Development Costs and Fees You shall pay all costs and expenses incuiied in
connection with the development and constiuction of the Studio puisuant to this
Agieement, including, without limitation bijokei commissions, taxes and peimits,
and impact studies (eg, watei and sewci), and othei local agency tees
(collectively the 'Development Costs") You agiee to fund the Development
Costs in the manner desciibed in Section 2 b below and ensure that, at all times,
you will have deposited into the lequired bank account sufficient funds in oidei
to pay all Development Costs when due Furthei you agree to pay all
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DLvelopmuil Co^ts \%hen due di cell} .0 ihc upplicablt \encloi unlebs wc
instiLict you olliciwise Wc will be lesponMblc foi the costs and expenses ofouii
own employees and inhasti uctuie, but vve aic not lequiied to advance oi|
otheiwise expend any of oui kinds in oidei cithei to pay any poition ot the
Development Costs 01 to piovide any C't the Scivices 11 wc in oui sole
discietion, elect to advance on youi behalf any kinds toi such puiposes, you
shall leimbuisc us toi any such advances immediately on leceipt ol oui invoice j
Establishment and Funding ot Bank Account You shall establish a sepaiate'

bank account (the “Account) into which you will deposit only such kinds as,
aie necessary to pay all of the Develop ment Costs in accoi dance with the
following schedule
I Upon your approval of the Budget in accoi dance with Section 1 d

above, you shall deposit into the Account the amount ot the
Development Costs leflected theiein,
II Upon your approval of the final constiuction and vendoi bids, you shall|
deposit into the Account the difference, if any, between the amount of
those bids and the amounts already deposited mto the Account under
clause 1 above, and
III If, during the development piocess, it appeals to us that the

Development Costs will exceed by 10% or more the amount reflected in
the final, accepted construction and vendor bids, we will, within a
leasonable time, notify you, and you shall, within two (2) business days
aftei OUI notice of the lequiied change either appiove and deposit into
the Account the additional expendit|Uies 01 elect not to do so If you do
not timely approve and fund the additional expenditures, we will have no
kirther responsibility foi and will t^ke no kirthei action with respect to
developing the Studio You must. in that instance, immediately pay for
work aheady done 01 foi items alieady ordeied that cannot be canceled
You agiee to pi0vide us with documentation confiiming that you have depositee
the lequiied amounts into the Account as desciibed above You fuithei agieej
that, once deposited, you will not withdraw any funds from the Account except,
in payment of the Development Costs anjd the othei amounts due undei this!
Agieement You agiee to pi0vide us with appiopiiate log-in infoimation tO]
access youi online banking account toi the puipose of veiifying that you have
made the lequiied deposits and to veiify account activity in accoi dance with this
Agieement Fuither, at oui lequest, you authoiizc us to automatically debit fioni
the Account any amounts necessary to pay the Development Costs and will sign
any documentation lequiied by the bank to effectuate this authoiization
Payment of Expenses We will be icspo nsible foi the costs and expenses of
OUI employees, provided, howcvei that you shall leimbuisc us foi up to $2,500
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pel Studio loi tiavcl, LJging living c'lpciiseb and othei costs and expenses
leasonably inclined by us and oiii employees peifoiming Seivices We will
submit to you leasonably detailed invoicej loi ill sueh expenses inclined The
invoice will be due and payable within fi teen (15) days attci wc submit it to
you
Employees and Benefits Foi all Studio and above-Stiidio employees, you oi^
yoiii Aflfiliate will be solely lesponsible toi lining, detcimining the teims anc
conditions ot employment (including leciuiting, hiiing and filing decisions,
tiaining, compensation, woik hours and schedules, woik assignments, safety and
secuiity, disciplme, and supeivision and direction) You agiee that any employee
that you hue will be yoiii employee, and not 0111 s You agiee to manage the
employment functions ot the Studio in coi npliance with fedeial, state, and local
employment laws
Opeiating Licenses and Permits You 01 youi Affiliate shall be responsible

for obtaining at your oi your Affiliate’s own cost and expense any operating
licenses required foi the opeiation of the Studio, sales and use tax permits,
licenses and permits that may be lequired by applicable health depaitinent(s), fire
alarm pemits, sign operating permits, and any other lequired licenses or permits
related to the ongouig operation (rather than the consti uction) of the Studio
Timely Review and Approvals of Budget We will propose, but you shalj
have the right to approve the Budget, as dcsciibed in Section 1 d above, and
any adjustments to the Budget as provided in this Agreement You shall
complete youi leview and issue youi approval oi rejection ot the Budget and
each proposed adjustment to the Budget submitted by us within five (5) business
days after we submit the proposed Budget oi adjustment to you If you fail tci
timely issue eithei an approval oi rejection, the proposed Budget oi adjustment
shall be deemed approved, and the parties shall theieaftei pioceed in accoi dance
therewith
Negotiation and Execution of Agieements In addition to executing the

Mateiial Contracts and, except for any Consti iiction Related Contracts that we
execute on youi behalf as youi disclosed agent (as permitted iindei Section 1 d
above), you oi youi Aft'iliates shall also timely negotiate and execute all othei
agreements necessary to develop and commence opeiation of the Studios
including the following
I all equipment leases, it any
II all contiacts pertaining to youi bank accounts, including the Account

and
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00IM22M All the information
Ii/I40ni 2 on this website is published in good faith and for general information purpose only. FranChimp.com does not make any warranties about the completeness, reliability, and
ail contifi [ pcitamin^ to payu d plOLc^Ôis insLiiancL and othti,
contiacts i dated to the opciation o r the Studio
You shall piovide us with executed copies ot any othci documents that we,
leasonably lequcst in connection witl pioviding the Seivices iindei this'
Agi cement
Acquisition of Optional items You must deteimine whethei you want

purchase, and in what quantities, any tlmd-paity inventoiy, furmtuie, fixtuiesj
equipment and supplies that have been appioved but not mandated by
Franchisor It you desiie any such optional items you must puichase them
directly from the approved vendois and anange to have them deliveied to the
Studio To avoid inteifering with oui piovision ot the Sci vices, you must notitj
us if you mtend to pui chase any such optional items and when they aie expcctccl
to arrive at the Studio
Payment of Development Fee In addition to leimbuising the costs and

expenses associated with the development and constiuction of the Studio, as
described in this Agreement, you shall pay us a fee of $25,000 (thej
'"Development Fee") for each of the Franchise Agreements signed pursuant to
the Development Agreement Each Development Fee payment shall be due and
payable, ui full, once Fianchisor approx es the site in accoidance with the
Development Agreement
Opening for Business You will open the Studio foi legulai business with thd
public withm 10 days of the Possession Date, subject to youi obtaining all
approvals and satisfying all requirements and conditions undei the Fianchise,
Agreement You will be responsible for pierfoiming any pre-opening maiketing
that you desue oi aie required undei the Fjianchise Agieement to perform
Transfer You and we have each entered into this Agieement based on the specific,
conditions and capabilities of the othei Theiefore, neithei of us may tiansfer oi assign
this Agieement without the piioi written consent ot the othei Notwithstanding the
foregoing, we may, on notice to you, assign this Agieement to oui affiliate '
Termination This Agieement may be terminatec only in the following mannei and foi
the following reasons
a Termination Without Cause We may terminate this Agreement, without

cause, at any time aftei pioviding you with 90 days’ wiitten notice All
obligations set forth in this Agieement shall continue dining the notice pciiod'
and all amounts owed to us in leimbursement ot expenses and othei wise shall be
paid thiOLigh the effective date of teimmation 1
Termination With Cause Eithei of us may also terminate this Agreement if

the othci party mateiially breaches this A gieement and does not coiiect such
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lailuH. withi'i days dclivtiy of n aticc whieh identifies the bieach In
addition wc may iciminate this Agicemen conciiiicntly with the teimination of
the Development Agi cement
Yon acknowledge and agiec that youi bicach of this Agicement will be a bieach ot the
Development Agi cement and applicable Fianchise Agi cement It we tei inmate this
Agi cement piioi to the Possession Date because of youi bicach, we will have the light
to acquiie owneiship of such Studio and, despite any protection granted undei thei
Development Agieement, eithei operate the Studijo ourselves oi authorize oui afFiliatcsl
01 anothei fianchisee to own and opeiatc such Studio We will excicise that option,
within 14 days aftei oui notice of teimination of this Agieement It we elect to acquiie
the Studio undei these ciicumstances you must assign the Lease to us oi oui designee,'
and we will leimbuise you foi any Development Costs you have expended in!
connection with the development ot the Studio, as of the date ot oui election, with
lespect to such Studio
Standard of Care, Limitation of Liability We recognize that the Services include

certain obligations that have been or will be undertaken by you under the Development
Agreement and the Franchise Agieement(s) We agree to use commercially leasonable
efforts m providing the Services in the context of those agreements as well as the scope’
and purpose of this Agreement However, you acknowledge and agiee that i
a By agieeing to peifoim the Services, we snail not be deemed to be guaranteeing!
to you that the performance of the Services will satisfy, or be in compliance
with, all of your oi your Affiliate’s obligations undei those agieements,
b We shall not, in the peiformance of oui obligations under this Agreement, be

liable to you, youi Affiliates or any other peison for any liabilities, obligations,
claims, costs or expenses aiising out of an^ act oi omission (whethei negligent,
tortious 01 otherwise), except tor such liabilities, obligations, claims, costs oi
expenses that aiise out ot oi aie caused by oui willful misconduct gioss
negligence oi bad faith,
c None of oui olficeis, duectois employees oi agents shall be personally liable foi
the perfoimance oi failure ot peifoimance of oui obligations undei this
Agieement You will look solely to us in t lat legald and
Wc do not lepiesent oi guaiantee that oui piovision of the Sci vices will cause
the Studio to be piofitable oi to achieve any paiticulai level of success oi
peifoimance
Notwithstanding anything to the contiary m this Agreement or undei applicable law, ,

in any aibitiation, litigation, legal action or proceeding between the parties arising ,
Jioin or !elating to this Agieement, the paities unconditionally and iiievocably waive '
and disclaim to the fullest extent peinutted undei applicable law all lights to any
consequential, punitive, exemplaiy, statutoiy oi tieble damages (othei than oui and \
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oui affiliates' stututoiv uglify and lemcdus lelating to tiadeinaiks, copviiglits, tiade
seuets and othei intellectual piopeitv), and acknowledge and agiee that the lights
and leinedies in this Agieeinent, and all othei rights and leinedies at law and in
equity, will be adequate in all ciicuinstances Jot any claims the pen ties might have
with lespect theieto You agiee that in the event of any claim by \oii against us
undei this Agreement, our liability foi oi with lespect to the Sei vices shall not
exceed an amount equal to the Development fJc paid, whethei in full oi paitial, by
you to us under this Agieement
Independent Contractor Nothing m this Agieement shall constitute oi be constiued

to be 01 cieate a partneiship, joint ventiiie, employment lelationship, fiducial
lelationship, oi joint employei lelationship between us and you Oui lelationship shall*
be that of an independent contiactoi Except as expiessly piovided in this Agieement,|
we shall not be lequired to spend or contiibute any of oui own flinds oi othei wise,
incui any debts oi liabilities to any peison in the performance of the Sei vices undei thisj
Agieement All debts and liabilities to thud paities lequired oi peimitted to be incuiTed
by us undei this Agreement in the couise of fuinishuig the Services shall be the debts,
and liabilities of you and/oi youi Affiliates only, and we shall not be liable for any such|
obligations by reason of providing the Services for oi on your oi their behalf We may
so inform third parties with whom we deal and may take any other leasonable steps to
carry out the intent of this Section 6
7 Notices All notices requu-ed to be given undei t us Agreement will be given and will
be effective as described in the Development Agreement
Governing Law/Consent to Jurisdiction This /^greement shall be interpreted undei,

and all disputes arising under this Agreement shall be resolved in accoi dance with, the
piovisions of Section 9 of the Development Agieement (Enfoiccment, Arbitiation),
which piovisions aie incorpoiated herein as though copied in their entirety
Binding Effect This Agieement will be binding upon and inuie to the benefit of the
SLiccessois, assigns, tiustees leceiveis, personal lepiesentatives, legatees and devisees of
the parties heieto
Entirety This Agieement embodies the entiic a gieement and undeistanding between
the parties and supersedes all piioi agieements and undei standings related to the subject
mattei hereof
Execution This Agieement may be signed in mul iple counteipaits which when taken
togethei, shall constitute one agieement Signatuies tiansmitted via facsimile oi
scanned and transmitted electionically shall have he full foice of and be consideied
oiiginals
IN WITNESS WHEREOF, you and we have caused this Agreement to be made effective in
Spaitanbuig, South Carolina, on and as of the Effective Date
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PB OpCo, LLC |DEV ELOPER!
By By
Name Name
Title 1 illc
Date" Date 1
('= This IS the Effective Date)
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1
A^}^G!4AieN^FATT ACH VIFN r n
TO IVUJLTI-IINIT DFVFJ.OPMFN T AC.RFFMFNT

1
FORM OF AMENDMENT TO FRANC:hise agreement
D-1
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1168 001 00-1^ 22 L-t-15/143101 2
AMENDMENT INO 1 TO fRANCH SE AGREEMENT
THIS AMENDMENT NO 1 TO FRANCHISE AGREEMENT (the Amendment

IS made as of the Effective Dale by ind between PB FRANCHISING, EEC (“\\e ) and}
I INSERT ENTITY] ( you”) The Efleciivc Dale is the dale on which we sign this|
Amendment as shown beneath olii signatmc on the signatiiic page of this Amendment
RECITAES
A You and we are paities to that ceitain lianchisc agreement, dated as of thel
Effective Date (the “Fiancliise Agreement”), which gov iins youi owneiship and opeiation ot
a Puie Bane Studio located oi to be located at
(the ‘ Franchised Business”)
B The Fianchise Agieement was signed piiiSLiant that certain Multi-Unit

Development Agreement between you oi youi Affiliate and us on [Effective Date of MUDA]i
(as amended, the “Development Agieement”) You and we desiie to entei into thisi
Amendment to recognize such fact and to levise ceitain plrovisions of the Tianchise Agieement
as lequired under the Development Agieement
AGREEMENT
FOR AND IN CONSIDERATION of the foregoing Recitals, the covenants set forth
herem and other valuable consideration, receipt anc sufficiency of which aie hereby
acknowledged, you and we agree as follows
I Section 4 9 of the Fianchise Agreement is deleted and icplaced, in its cntiiety,|

with the followuig
49 Minimum Cumulative Royalties Fianchisee pledges to achieve

Gloss Sales from the Fianchised Business sufficient to generate minimum levels
of Royalties (the ‘Minimum Cumulative Royalties”) undci this Agieement as
follows
(a) as of the end ot the month ot opeiation, the
Fianchised Business must have geneiated Royalties (based cntiiely on
Gioss Sales duiing the 2nd six months ot ppeiation, annualized) equal to
at least $15,750
(b) as ot the end of the If month ot opeiation, the
Franchised Business must have geneiated Royalties duiing the hailing
12-month pei lod equal to at least $ I 7,500 and
(c) as ot the end ot the 24"’ mo ith ot opeiation, and as of the
end ot each 6th month theieaftei, the Fianchised Business must have
geneiated Royalties duiing the hailing 12-month peiiod equal to at least
$22 750
Pure Bdrre
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168 001 from franchimp.com.
00I\I2213I All the information
1VI43I0I 2 on this website is published in good faith and for general information purpose only. FranChimp.com does not make any warranties about the completeness, reliability, and
Any failuu bv riaiichiscc to guitialL the icc|iiiicd Minimum Cumulatjvi.
Royalties in any specified puiiod will cause rianehisce to be in mateiial dclault
Lindci this Agiccmcnt llowcvci with lespcet to the initial instance hciciindci in
which the Franchisee fails to gcnciatc the spceificd Minimum Cumulative Royalties,
Fianchiscc may cuic the dclault by paying to Fiancnisor any shorttall in any icquiied
Minimum Cumulative Royalties This means that the Franchisee may pay the
Fianchisoi the diftcrcncc between the amount Fianchisoi would have icccivcd it
Franchisee had generated the icquired Minimum Cumulative Royalties loi the
applicable pciiod and the amount Fianchisoi actual y icccivcd during such pciiod
Franchisee acknowledges that such shortfall payment is due thirty(30) days
following the end of the applicable pciiod in which tic shoittall occurred Fianchiscc
acknowledges and agrees that it is given the light to cure the shortfall the fiist time,
and only the first time, that it fails to generate the specified Minimum Cumulative
Royalties Any subsequent failure by Fianchiscl; to gcnciatc the Minimum 1
Cumulative Royalties will not be curable Failuic to pay the shorttall, ifcurable, or
otherwise pay MinimumCumulative Royalties as icquiicd above shall permit |
Franchisoi to terminate this Agreement pursuant to Section 16 below I
1
2 The Franchise Agreement shall be amended only m the particulais set forth;
above All other provisions of the Fianchise Agreement shall continue in full force and effect
as set forth therein
3 The terms of this Amendment foi m an inte pal part, and hereby are incorporated
into and made a part, of the Franchise Agieement In the event of a conflict between the
teims contained in the Franchise Agieement and this Amendment, the terms and conditions of
this Amendment shall govern, contiol, and supeisede an} inconsistent or conflicting tcims of
the Franchise Agieement
4 This Amendment may be signed in counterâits each of which shall be deemed
an origuial but all of which taken together shall constitute one and the same instiument
Signature by facsimile is heieby authoiized and shall have the same foice and effect as an
original All capitalized tetms used but not defined in this Amendment shall have the meanings
asciibed to them in the Franchise Agieement
JN WITNESS WHEREOF, you and we have signed this Amendment on the dates
shown below and made effective as of the Effective Date
PB FRANCHISING, LLC IINSERT ENTITY!
By.
Name Name
Title Title _
Date'" Date
C^Thts IS the Effective Date)
Pua Barrc
20l> 0-^2016 mo I Cx C- MUDA
I I6S 001 00-1 I22Ij1 1S/I43I01 2
■■i
EXHIBIT E
LIST OF FRANCHISEES
fiirc B irrc
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Cimeiu FianchisecES
(as of Decembei 31 204420151
Address' State Telephone

Kelly Shumatv& CatiHney 2415 Mooits Mill Road Stiilt Aiibuin 33-jl-88 7-0007
AL 36830
Trpf^ghRnrrg Tnve<\h~ncnf!^ 240 I
LLC
Ashlye Hi\ & MaryBay 1802 US Highway 98 Daphne AL 36526 270-903-1613
Rfirreite. I .I,C I
Darnelle Davfs-&- Lindse) 2826 18th Street South Homewood AL 35209 205 870-7279
l.nnearaerni AIN. r i f
Deanna Pizit-z Amy-McCool 5426 Rwy- 280 East Suite 6 I loover AL 35242 205 991-5224
& Meredith LattimefDl.AIN
1.1 r
SheHv-SmilWl.anclie. Inc 1870 Chace Drive Suite 100 I loovtr 35244 205 982-8366
Meredil-h Davfsl 4769 Whitesburg Dr S Suite Huntsville AL 35802 256 655 1544
LLC 201
Meredith DavisPiire Mad. 14 Mam Street Suite A Madison AL 35758 256-684-5549
LLC
Ashlye Hix & Danielle 9 Dll Rhu Drive #368 Mobile AL 36608 251-345 1180
DavwPiire Rav. U.C
SLQ3-âughn_RQad MonlgQmfiS 534-356-5154
AL 36117
Katie Lee LowderEB 507 Cloverdale Road Unit 102 Montgomery AL 36106 334-322 6248
Monfpnmpr^ f .l C
Jodi êarmnflThe 1520 McFarland Boulevard Tuscaloosa 35406 205-349-0011
Tiis;ralon<;a PR TT P. North
Lindsey Newton & Michele 11525 Cantrell Road, Suite liittle Rock 72212 50l'-246-3258
McCiitcheonFitness. Inc. 306
Martfese-& Veronica 2055 West Fiye Road Suite 5 Chandlei 85224 480'-855-0525
Weyand F.nternrises- 1 I.C
Christine Pacheco ^ cnachehofSirRirebarre Lom2556 E Gilbert 85295 not yet
SîtLâLîst4,^nYe5_îute determined^
im 0-871-1515
PR San Tan Villaoe I 1 C 7556 S Val Visla Drive Gilberl
85295 48Q!.S71-1515
Suitfc 103
Genn-J<:ohneFKoran 19420 N 59th Avenue Suite Glendale AZ 85308 623-566-8436
Juyeslm£nlS;JJ[;£__ C122
Mnrifose «S: Veronica 7000 Cast Mayo Boulevaid #3 Phoenix 85054 not yet
Weyand ^Luj£rj2CiscsJJ£ determmedlS
0-368-0100
Marirose /eronica 4219 C Indian School Road Ploenix 85018 602 840 6140
Wevand F.nlernrisip*; I I C Suite 101
Marirose & Veronica 10050 North Scottsdale Road Scottsdale 85258 480-368 0100
Wevand F.nterni kps I I C Suite 107
Biiana Hubbell & Vanessa 7121 North Oracle Road Tucson 85704 520 ,797 6804
PalestinoV&B. LLC
Michele McCutchennFitness. o655 C La Palma Asenue Anaheim Hills CA 92807 714-693-7873
IntL Suite 145
7Me\4ârtoiir =i‘’>'PR Berkeley. 2055 Center Street Berkeley CA 94704 5l0-j647-8607
____________________
Kelsey Rood 231 S La Cienega Boulevard Bevel ly Hills 424-204-9722
CA 90211
Pare B irrt
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Pr a n c h ist L-0« \ddrcss' SHtc Telephone
A^M Fihiess I I r 407 West Imperial HiP^hw.iy 09Q9I 71^-riQ^ 7811
Siiite I
Alyssa Boihnnn. I I.C 1440 Chapin A\ciuie Suite Bulling line CA 94010 6a0 342-19M)
100
J&KT LI C 62fi5_Xl£amins_R£aL_SiiJlL r arlshad 92009 7A0-S87 338^
D201
Mnnicfi CinihinMr Pnmmiei. 234 E 17th Street Suite 116 Costa Mesa CA 92627 949-230-9131
Ine*
MAÂ Rarre Ilf *' guggrliUii^gurebarrexQUi jjggliL
determiner!
Vanessa HeitdeisonEB 7519 Sunset Boulevard Hollvwood CA 90046 323-850-1800
Hnll VwoocLLLC
Monica Ci-HbinMi Pommier. 7101 Yorktown Avenue Suite Huntington CA 92648 714-330-9001
101 Beieh
_______________________ 6791 Quail Hill Parkway CA 92603
lr\ me 949-500 5924
Marni Chaikin & Kayla 11819 Wilshire Boulevard ôs Angeles 90049 310 463-7873
AllenFitness A Wellness Suite 213
LLC I
Katelin Martini Tim 740 South Olive Street, Suite Los Angeles 90014 323-305-7025
106
U£.____________
Emilya NatewHealth & 50 University Avenue, Suite .os Gatos 95030 408-458-6811
Fitness f.r.C B-101
Cynthia Webb cwehh@.nureharre com23410 Malibu CA 90265 not yet
Mahhii I.LC Civie Center Wav, înte F.-Q determ I nedll
0-456-2134
F.&K Barre I.ouie. Ll.C ■*'* 13175 Mindanao Wav Vlanna Del T?av CA 90292 not vet
Hetermined
MegMG Flliolt. Ll.C 800 Redwood Highway Mill Valley CA 94941 415-383-1130
Frontage Road Suite 616
Monica GruhinMr Pommier. 28321 Marguerite Parkway Mission Viejo CA 92692 949 861-1565
Inu Suite 201
Shelley SinegalWine 3632 Bel Aire Plaza 9apa 94558 707-257-7215
Country Sieiilpl. FT P
Brittany F.phert^t^. LLC 4929 Lankershim Boulevaid_ North
I
91601 net| yet
Suite D Hollywood determinedSl
g-Q^7-70QS
Palm Rarre FI C 77 624 n Paseo Suite PS Palm Desert CA 92260 760-836-0333
Emilys NotewHeallh & 299 S California Avenue Pilo Alto CA 94306 650-798 4048
Fitness 1 IP
Alexis Hnvden fii Goedhait. 107 South Fair Oaks Axeniie Pasadena CA 91105 626-765 9400
LLC Suite 109
Adrienne RichinondEB 6754 Bernal Avenue #730 Pleasanton CA 94566 925-399-1624
Studios FLP
A-shley SinkeldamEB 8792 19lh Street Rancho CA 91701 909-944 4978
I
Rancho Piicamonpa 1 I P Cucamonga
t4ertw-Vicencia Fitness. I I C 22411 Antonio Parkway Suite Rancho Santa CA 92688 949-216 0732
C150 Margarita
KertNew-Beach Wilson & 403 North Pacific Coast Redondo Beach CA 90277 424-247-8686
Gen Bench Partners. LLC Highway Suite 200
Anne SandeFS-& Ertea 1041 Avenida Pico. Suite A San Clemente CA 92673 949-812 2847
^l£UienieJJ_C_______
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AUkdii CnmnhLll ’ nointlnmn@nin gKii i e.com SanDiPizo nol vet

ript'pi miiu d
596i VillciLC Wciy Suite 1 sail Diego CA 92130 uet-yet
Fit 11 r 202 det-ewHHedSS
R-4RI 4930
ChriTitinj DoLiL4dsDRIO 3650 5th Avenue Suite 102 San Diego CA 92103 619 296 0200
Wellness Inc
Knrn Knkorel-wPmc 3727 Buchanan Street Sin Fiancisco CA 94123 415-921-1196
Pîrtners. I I P
feawefiHiintlev Fike PR. 162 West Poital Avenue San Fianeisco CA 94127 415 340-3946
LLC
Shannon Piro 315 3rd Street San Ralael CA 94901 415-290 7o90
Marni Chaikin ■& Kayla 201 Wilshire Boulevard Santa Monica CA 90401 310-395-3927
A44pfrFilness A Wellness.
i.rr,_______________
Ally Martinez &- Susie 12151 Seal Beach Boulevard Seal Beach CA 90740 562-252 3766
H+UI ^M Fitness t T C
-Jamie 13559 Ventura Boulevard Sherman Oaks 91423 818-983-2876
Sherman Oaks IT 0
Meg-MG-Rlliot. LLC 201 W Napa Street, Suite 15 Sonoma 95476 707 343-1138
Christan Schiefelbein 17245 East 17th Street Tustin 92780 notj yet
Tustin LLC determmed71
4-SS4-3 120
MoiTihn Fitness LLC ** 1645 Mt. Diahlo Rlvd. Walnut Creek CA 94596 not vet
deteriiimed
Raise The Rarre LI C ** 2806 Townspatp Road Ifnil 8 Westlake Villairp 9J361 not I vet
determined
Marni Chaikin & Kayla 21728 Ventura Boulevard Woodland Hills CA 91364 818-712-0353
AJLis^Wnndland Pure 1 T C i
JefdaftNfiJBu 1 leek 620 East Hyman Street Aspen 81611 970-710 1501
Marketing. 1.1 C
Shnhsa Pouw & Mish 1750 29th Street, Suite 2026 Bouldei 80301 303-443-3054
MetzSjJzanii£_Suzaiui£jJAI
Sisteis Pure Castle Roe.k. castlerock47)nurebarre e.r Castle Rnek nolj^t
r i c ** determined
CirifFin FlillPR Coloradn 5262 North Nevada Avenue Colorado 80918 719-598 0270
#120 Springs
Lmdse> LiG i r u=dot. I .I .C 201 University Boulevard Deiu'er 80206 720 276-1493
Suite 107
Lindsey l^Girai dot. 1.1 C 3420 West 32nd Avenue Denvei CO 80211 720f366-6070
0216 Mam Street Suite C Edwards 81632 970 306-1310
103
StenhnnieSS Spal loldinug. 2948 Council Tree Avenue Fort Collins CO 80523 970 225-8094
LLC Suite 119
Briget RussomannoB 5372 Landmaik Place, Suite Greenwood 80111 303-953-9367
Sleekier ITC 109 Village
Bankord Studios. Ll.C 7403 W Chalfield Avenue I liltleton 80128 303 S34-0643
Suite # C
Ljndsev-GirnrdntSisters 9360 Station Street Suite Lone m34S0i 720-:542-3736
Pure 1 1 C -1A0936? S Cnlorado Rlvd #D- ^FfgeHighiRnds 26
12 plan eh
E-3
Pure Barrc
20-15 032016 TDD | P\ f - List of ruiithibcts
I 168 001 00t'-t-321j3VI43l04
r r a 111 li 1 scL-OwfHH~-{^4 Address' Cit. Stite Telephone
R.inc rngrt/v Pflitner<;- slnnleton^/7.Jniirt bai re i om 'Siagiclou nnl vet
LLC^-"
LQ fletei miiierl
CaiH«-Rtwr.iinv Inc 11961 Ri tdbuin Boulevird Westministci CO 80031 720 633-6398
Suilc 500
3 13 Heights Roid Darien CT 06820 203-309-5690
Kristin McCliilchvDanen
Laura 1275 Post Road "airlicld CT 06824 475-999-8663

I ahoissonn-rereFnirlielfl
Rarrt I LC
Ashley AllenPiiie Barrc 280 RdilioncI Avenue Gieenwich CT 06830 203 489 3500
Shidio*? 1A C
SMI. s;tndio<s 11 r ** I IS Memorial Road Hint D West Hartford 06107 not vet
flelermined
Latii-a 291 Post Road Cast Vestport CT 06880 203-557 8663
LaboissonniereWestnort
Rarre I I T
Michelle DnvitlsonPR Can 407 8ih Street SC Washington 20003 202-870 1799
Hill i.ir.
Mt€-helle-9aviflsenDislricl 2130 P Street NW Washington 20037 202-870-1799
PR I I r
Michelle Davidson 3308 Wisconsin Avenue Washington 20016 notj yet
rathpfiral 11 C Northwest deternained2fl
2-2144-7500
Maura Markley & Mollie 3801 Kennett Pike Building Greenville 19807 302-691-3618
PevifieM2 Yopa E, Suite 209
Prnrliictinns I.LP
Diane RnothF.ast Rnca PR 350 Esplanade Suite 55 Boca Raton 33432 561-445-3257
JLLC____________________
Me» Wiltmer & Jeanne 5275 University Parkway Bradenton FL 34201 941 351-4040
PnuliifiPiirg R?^rrg Lnicewood Suite 131
Ranch LLC
Elte-ife Lauren McComb 6745 Manatee Avenue West Bradenton 94l'-792-8663
34209
-^Rmdenton Rarre. F F C
PR RrRndnn ] A C R,^7 F. Rloominpdnle Avt* Brandon 33511 not Ivet
determined
Elle & Lauren McComb 2524 North McMullen Booth Cleai water 33761 not êt
^dc/irwater Rarre 1,1 C Road determ I nedI2
7 791-8663
Jessrea-Ader & Am-i SeerRB 20o Alt ira Avenue Coral Gables 33146 305!-529 0036
Miami. LLC I
Mark & Nick-i Andeis 4‘^7a Weston Road Davie 9541909-4151
33331
-£iPBl Weston I LC
Ashley SmeletnnAs Fit. 34940 Emenid Coisl Destiii 8501837 1090
FC 32541
I fr P irkway
Jesae Stevens Lenka 21740 South Tamiami Trail Fstero 33928 239,789-6900
Vakiguiska & Olga Metzler îl 13
Estero LI C
Ijennifer hhasam,-Lenka 7381 College Parkway #100 Fort Myers FL 33305 954,566-2202
Vabg»rska-& Ql»a Metzler
^PR RSW I I r
4201 NW 16''' RIvd Ciaines\ die 12m Qf)4l613-8333
[ T
E-4
Pine Barre
3«lo 0^2016 rOD I P\ I - List of Pi inchisccs
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168 001 0044?â-33/M3l0a
rrandiisiL 0^>nci (s) Addi css ''iG
State Telephone
Rachel Robei (‘jonPuic -182.S Deei Like Diive West 1 icksonville FL 32246 90^ o64 1600
Anlifiide I I C
VieteFtaThe Kostei &- lemvy 1661 Ri\eisidc Avenue Suite ll icksonville
FL 32204 904 778-5922
PfH-ke4-rimiin. l l .C 125
Victoiia Kostei & Jcmiv 1988 Sin Mil CO Boulevard y icksonville
FL 32207 904-778-5642
Parker ^
taeeylhg^Wa 11 ace^Gxoug. 1056 3rd Street Noilh yacksonville
I 32250 904-504-1150
LLC Beach
Melissa HirachMl.H Fitness. 6330 W Indiantown Road lupitei 561-277 9215
33458
Inc. ' Suite 12
îi£^Pin£C£esLARJJ^£^ I I14Q Sniilh Dixie Hityhw^n Miami
33156 not vet
determined
Lenka Valigurska &-Qlga 1410 Pine Ridgt Roid #10 Naples 34108 239-384-9684
Met?4ef011ie. Inc.
Ann & Spencer HopkinsEurg 7339 West Sand Lake Road Orlando 32819 407-930 27a9
nr. Phillms l.rr " #412
Ann & Snencer HopkinsPiire 1430 North Mills Avenue Orlando FL 32803 407-745-5461
HnnCn. I T .P ■ #160
Melissa HirschMI.H Fitness. 11290 Leg icy Avenue kl20 Palm
I
Beach 33410 561-622-7006
InCjJ_____________________ Gardens
Catalina LehmanEB 6 South Palafox Street Pensacola 32502 850-912-4470
Pensacola T 1 C.
The Knster rirniin PV 2SQ_^lilSg£_MBlD_Sl^£L;^lllt£ Lonlg^^gdta 32082 not! vet
LLC** Reach determined
Ashley SmeletonAs Fit.
m.
174 Wateicolor Way, Suite Santa Rosa 32459 850-231-0147
LLC 101 Beach
Jodi Bcarman & Lindsay 3800 S Tamianii Trail Suite Sarasota 34239 941-953-2323
LancasterPR SRO. T -LC 16 Saiasota, FL 34239
Elle & Lauren McComb^ 3637 Fourth Stieet Noith St Petersbuig 33704 727-823-8663
Pete Rai re. I f .C
Connie Ponwoll **C+P 3425 Thomdsvillc Road #8 allahassce 32309 not, yet
Fitnes*? Piorida U.C determined85
n-(S2Q-4l23
Rile & Lniiien McCninhPiirc 3830 West Neptune Street Tampa 813j-254-8663
33629
âii^JCam£a;_LLC_______ Suite C5
Shannon OBnenPiire Banc 12921 N Dale Mabiv impa 33618 813,-968 1122
TPA lie 11 mil way
Aimee ONeilPB Florida. 12233 W Linebaugh Avenue Tampa 813J-510 3949
33626
LLC 1
Jamie Babb & Casey 18091 lliginvoods Pieserve Tampa 8131-866-7873
33647
NenhertPB New Tamna. Paikwav Suite 3
LLC
F O Wetmore 11 f ■< i- \ icrn^niiicb.irrt^ com Vieia I Vet
determined
Melissa HirschMI.H Fitness. 1 1950 W Forest Hill Wellington 33414 561-469-7943
Boulevaid Suite 22
501 Fein Stieet Suite 102 \yest Palm 33401 o61-318-a723
IruL-.^ Beach
Connie PonwellC+P Fitness. 191 Alps Road #17 Athens Athens 30606 7061850-4000
J=L£______________ GA 30606
Shoeba? i e 1 I P ^ choslaiii^^gyiehatEcxoin Atlanta not vet
determined
E-5
Pure Bjitc
gOI5-6s2016 FDD 1 F\ F - Lisl of FrinchiscLS
t 168 001 00 I'I22Ijjs/I4jI04
rraiitliiscL Ow-wm{s) Adcli css' State Zip Telephone
Kady -Deekei & Snrah j!45 Peiehliee Road Ni: Allan! 1 GA 30305 404-550 8o42
MnatsMnDerk 1,1 C Suite 169
Pliili|>-R-iiss &-Matt 2951 Norlh Diuid Hills Roul Allanl 1 GA 30329 404-313 9001
fedTH=BtmAT]. Toco Hills.
,LLLj
Philip-R-ttss & Matt 4300 Paces Ferij' Road SC Atlanta GA 30339 770-989-1373
r.nlnmnriATI PR Vininas. Suite 476
i.i.r ^___________________
Philip Russ & Matt I 100 Howell Mill Road Suite Atlanta 30318 404 464 7443
ealanaaftATL PB 1. LLC A07
P-hilip-R-uss & Matt 240 Noith Highland Avenue Atlanta GA 30307 404-975-3244
CnlamariATI. PR Inman Northeast #1
Park LLC '
Katy Gibson &- Ashley 1402 Noith Highland Avenue Atlanta 30306 404-883-3882
GootGC^îrgiojiîghJan^ NC
LLC
Jill Kraft l^PR Aiicnista 2907 Washintiton Road. Suite Augusta GA 30909 net-^t
Inc- determinedlQ
m 6-667-7300
Penny R A Me 1.1 ,C 1591 Rradlev Park nrive C oluiTihus GA
Suite F6
mM
Philip Russ & Matt 410 Peachtree Parkway Suite Cumming 30041 770-889-0735
CalamariATL PR Ciimniing. 216
LLC t
KatvCioot Cl 1 bson & Ashley 415 Church Street Decatur GA 30030 not yet
C.oot I.LC determined^
0-428-2290
Deb Perlstein 5539 Chamblee Dunwoody Dunwoody GA 30338 404-550 0451
Road
Philip Russ «Sl Matt 9810 Medlock Bridge Road John s Creek GA 30097 404 858-1186
Calamaii ^The Coon Co. Suite 500
JLLC__________________
ADM I 1C Kenne<;nv\ 301S9 678-402-1458
mi
Whitney BerrvHealthv 4420 Foisyth Road Suite 140 Macon GA 31210 478-757-8561
r iviniJ Partners IIP
3600 Dallas Hif^hwav. Suite Maiietta GA 30064 678-742-7031
ii£[
Ashley Havnes ** 13085 Hudiwav 9 North Milton 30004 not vet
Suite 410 determined
Philip -Russ & Matt 405 City Cncle Suite 1620 Peachtree City GA 30269 770-632-8855
Calamari ~rRnrre Fitness.
LLC
Philip Russ & Matt 1155 Woodstock Road Suite Roswell GA 30075 470 268-5412
Calaman HTR R. LLC 705
Brook Na.shPiire Rarre 5521 Abercoin Stieet Suite Savannah 31403 912-665-1129
anah. LLC 500
Pliilip Russ & Matt 1330 Scenic llighw'ay Suite Snellville GA 30078 678-825-2189
Calaman ^PR Snellville. 808, Snellville GA 30078
________________
HiRarre Oahn I I P 4^1 I Waialae Ave rtonoliihi
m mm not vet
HetenninpH
E-6
Pure Barre
2015 052016 TDD | F\ E- List orPrindiistes
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I22t33a/14jl04
Frinchiscc 0>vnc‘i(s) Cit> Stall. Ziji Telephone
Rom Til lir t^jJjia^ûtchaixLiCDiu not vet

determined
70 West Kithumiini Avenue K iluiliii 96732 net yet
Thnmns'^'^PR Sliiflio.s
Hawaii LLC S 419.6417
[ nri-&-Ninn RandiieciRiii ei 350 S Broadway Suite 110 3oise 83702 208 841-2311
Rarre. IIP
Lon & Nina Bandueei 6700 North Lindei Road #174 MeHehanTaLde 83646 1^ yet
^^Rlicci Rarre \A C determmed20
8-891-8851
shley-GertzI 2058 North Halsted Stieet Chicago IL 60614 872 206-5154
Susanna JohftsenPure 1837 W North Avenue Chicago 60622 773-486 3580
__________ Chicago 60657

Hannah VissenoHNV 3245 N Ashland AeênueAve 773- 281-
I alceview fJ.C Suite 1 1221
Rachel True Form. 1 l.C 1350 N Wells Street Suited Chicago 60610 312 642-2922
Emily-Henson-& Shelbye E Huron Stieet 2nd Flooi Chic igo 60611 312 415-6425
Susan Rothman ’*’=i‘Warner srnthman@nureharre com 1 170 Chicago 60607 not yet
West MaHison Street detain I nedll
7-877-5599
Susanna JohnsonPure 720 Waukegan Road Suite J Deerfield 60015 847-914 0755
neerfle.ld T I C
Susanna JohnsenPiire 910 Church Street Evanston 60201 847-491-6245
Rvanston TXC
Brvnn HansonStiidio 26. 500 S Third Street Suite 123 Geneva 60134 630-492-1224
LLC
DEW Fitness Inc ** 2071 Tower Drive Glenview. 60026 nnt vel
HeteViTuneH
Susanna JohnsonPure 20771 N Rand Road Kildeer 60047 847-550-8355
Kildeer T I C
Susanna JohnsonPure 144 W Jefferson Avenue Naperville 60540 630-922-8S0J
Nanerville I.LC
I SP PR HolHmPs Inc *** ')arkridp0il(?/)nLirebarre enm Park Ridpp not vet
determined
Susanna Johm.onPure 33 Rice Lake Square Whe lion 60189 630-933 9303
Wheaton t l C
Donhle A Fitness; ihn.<;dnlp 71 S7 S. Kinperv Hiphwnv I llowhrook 60577 d30'965-1 175
LLC **
726 Adams Street Suite 130 Carmel 46032 317-816 1261
LLC
Frame Road Fitne's^; 1 LC fSSOI F. 1 invd r.\press\\av Fvan.willc 47715 917J455-7768
Suite 2 I
Becky RetriimCiirlv Ton 2. 11501 Geist Pavilion Drive Fisheis 46037 317 436-7243
LLC Suite 112
Three l adies and a Ruck, 43JiC!ia£l£S]toiyn_EQadL_Suiig 47150 871-775-7394
He m
m ■w Albany
Katie-ConaerPureKC. LLC 4945 W 119th Street 66209 30^m-
ft Park 6m-954-
Wichita Rarie. I I C I42i^-;^£j3h_Eâd;_Sjiil£ Wichita 67206 316-753 1044

LL2
E-7
Piirt Bjrre
3015 032016 FDD | F\ F - List of Fi inchiM.<.s
1165 001 001M2213-JS/I43104
rruicliiscc Qwiier(sj \ Iclics';' Cil> Stitr TciLphOIR
Loi-i-GFay ^Kelly 1420 Valley PlazT Paikwav 011 Wnglit 41017 859-331-S600
Dt€)veRGiga]£LXjil£UiJMii
Pure Rai re I I C
867 Cist llmh Street Suite Lexington KY 40302 859 335-2391
riippnPinp A<^r 11 r 130
Knra> Handel & Lucy 1321 lien Lane Suite 180 Louisville KY 40222 302-749-2222
ripnfrv'7 rhiiks A NirLel
LLL
Lucy Gentry Annie Locke 4284 Summit Plaza Drive Louisville 40223 502 425 8300
& Karen HandelRarre
Kentuckv 11 T
2 Thicks & A Dollar 1 1 T niiis:vil)e 40206
2204 1 exmt^ton RoaH not vet
determined
Annie McCrarvPiire Life. 2680 Frederica Street Owensboro 42301 270-240-4661
LLC
Mary Daniel Templeton & 3033 Perkins Road Suite B Biton Rouge LA 70808 225-300 8872
RR I T1 r.
4242_Aj]ihaiSsadQL£afiei^ LA 70508 312r29i-2454
Suite 1 n
Hope ClaySlydiQ-LlA=LL£ 1814 North Causeway r^4andeville 70448 985 674-7577
Boulevard Suite 8 I
■lennifor ThomnsStiidm .1. 701 Metairie Road, Suite 101- Metairie 70005 504^324-9321
LLC 2A
Jennifer ThomnsStudin .1. 3923 Magazine Street New Orleans 70115 504-342-2208
LLC
[.auren Shei man Room. LLC 350 Newbury Street Boston MA 02115 617^-247-5360
Rachel R-ober-ts & Lauren 1333 Beacon Street Brookline MA 02446 617-232-1242
ShcrmanPB Bionkline. Ll.C
Jessica Grasso. N T 82 Burlington Mall Road Burlington MA 01803 781I365-1898
RacheL Roberts & Lauren rachel@purebarre com &. Cambridge MA not yet
Sherman Rachel Roberts lauiens@purebarrc com determined
PR Tiizznln TIC 50 Rehairell Street Concord MA 07142 978^261-5901

Dei>tse Colembo ^Tracie 18 Shipyard Drive #lc Hingham MA 02043 781t749-0774
RevneJdsPBH Studio. LI f
Rachel Roberts. T.LC 1300 Centre Street Newaon MA 02459 617-1332 7873
Western Massachusetts I \ C 63 Kina Street Northampton MA 01060 4nia4i-ai25
Elizabeth TuzzoloStudio 435 Boston Post Road Sudbury MA 01776 978-261 5901
Thirtv-Three I I C
Rachel RobertsPR Wellesley. 200 Linden Square 'elleslev MA 2482 781-235-3355
LLC
Jessica GiassoPB Wcsttord. 9 Coinei stone Squaie West ford MA 1886 978-|727-8040
___________________
Anna-Fax a-& Susan 2484 Solomons Islind Road inapolis MD 21401 410 266 8129
Sinj^letonCireer Hancock.
LLC
Katie Shearin & Chtp 4930 Hunpden Lane B hliesda MD 20814 301-642-2864
1
ChristiansonBethesda PR.
I
LJX
Carmel McGiiireLTB 8801 Centre Paik Drive Columbia MD 21045 410-997-0200
_Columhiaj_^LC_____
E-8
Pine B irn.
2015 032016 TDD | T\ C - Lim orPrinchiscLS
This document was1165downloaded
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22-1 »j5/I-IAll jthe information on this website is published in good faith and for general information purpose only. FranChimp.com does not make any warranties about the completeness, reliability, and
104
FraiichiSLL Qtviicr(s) Addiiss' CiR State Telephone
Graves Lvalc* LLC I I Rniile '‘i Riiile 70 Slni Ih Gamhrills md 2I0.S4 240 687 0676
DeNmno.irD Fitness. 402 King Fnim Boulcvaid Rockville MD 20850 301 366 0a34
UX Suite 140
Rni k\ille PR I [ G ' IROO RoikvilU Pikt Suite A Rock\ ille MD not vpl
rletermined
Anna--& Vicky 3139 Oak Valley Dri\e Ann Arbor Ml 48103 734 76l-53:>0
j-fw4reTiimnns 1 1 f
Onrdnn Hei<sel F orke. f I T •■i39 F I ihertv Street Ann AI bor Ml 48108 not vel
determined
Bedford Wevand 1 LC** lurminphammi@niirehnrre cQ Hjxuiingliaffi MI not vel
determined
Allison WevandRedFord 9418 Village Place Boulevard Brighton Ml 48116 810-225-9335
Wevanrl ITG
Kiersten KemoStuclio Fba- 2107 E Beltline Avenue NE Grand Rapids Ml 49525 616 361 4466
Kemn fir Suite C
Renae Lange-&-Lia 75 Kercheval Avenue #101 Grosse Pointc Ml 48236 313-458 78s7
AmineTwoXiLig-ajiiLA
Barre U.C.
Allison 42972 Grand River Avenue Novi Ml 48375 248-596 0002
Wevand. [J.C
Devon Glass & Dana 3544 Meridian Crossings Okemos Ml 48664 517 347-4772
Drive Suite 160
PR Rochester td.C 432_SoulLâin_Str£eL_Siiilg Rochester Ml 48307 248-842-6516
JL5Q
Ann Mane GoidosilcPB 30 N Center Road Saginaw MI 48638 989-793-2673
Sapinaw. l.f.G
P R of Annie Valiev. I T G 1 S^Q4 Pilot Knoh Rond AnQle_Val!£Y MN 55124 not vet
3M determined
M^R G.firn Prairie Center Drive Rden Prnine MN 35344 8581344-721 I
Suite 225
Maree-FarretiPR Twin 7101 France Avenue South Edina MN 55435 9521928-3000
Gities U,G #201
Kelsey Rood & Robin 5620A W 36th Sheet Minneapolis MN 55416 952-378-1586
GnrnaechioKMP Health
Wellness UG
A Banducci Barre I,LG 1045 Gland Avenue St Paul MN 55105 651 333-0508
A£tiY£XdiLJngJ wondhiirymnf^niireharre eom Woodhiirv MM not vet
determined
TRAAR r.l G 1740 riaiksnn Road Ghesterfielrl MO 63017 636'591-4499
Laura Roeder & Lauren 124 East Nitong Bouleviid Columbia MO 65203 573-874-9006
Coliimhia. U.G
PRKH HnIHinps M G 1 1684 Mam hester RmH DeS-Egrgs MO 63131 7 14-966-1216
GlistrQusJ-jniileiXQDiQany S526XoilbAffiSjX^_2îU£ Kansas Gitv MO 6415" 816-912-0864
View Rnarl Suite tOft
luhe Belz, Ellie Williams 8885 Ladue Road St Louis MO 63124 314-721-9300
Heidi YatesHFJ Fund II.
LL£L'
Julie Belz Ellie Williams & 4931 Lindell Boulevard #100 Louis MO 63108 net-yet
Heidi Yales Fund II. determ medal
I.I.G ^_____________________ 4-932-561 I
E-9
1 lire Barri.
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frant histc-OwHiM={s) Aildi liss' fc.lv SlatL Tcicphont
BHHany-PiiceBRE I6j Tuitle Cieek Diive laltiesbui^ MS 39402 601-714 1009
4500 1-55 Noilh Sii\tc 235 A Jackson MS 392! 1 769 23 1-0486
Olive Blanch MS 38654

Lain en 71 — l(imherlv@nitiehnrre com5338
Branch LLC Onorlmnn Rnarl 7-SQS-7S77
Madison Nemon-& Ketiy' 265 N Lamar Boulevard Oxford MS 38655 662-638-5272
Wm^nOXni TR. I I r Suite C
Dimna 201 North lake Avenue Suite Ridgeland MS 39157 601-707-7410
107
son r.nternnses. 14.0 87-5 Ontfon Mill Drive Starkville MS 39759 66?-?6S-8nS4
Km-tlyn Kurn &-Robin l59o Grand Avenue Billinus MT 59102 406-534-2883
GtikvefHigh Seats. J4,6
Brooke Aminillnsinkahle 34 Cast Mendenhall Street Bozeman MT 59715 406-577-2918
MTR Iff Suite R 6
Flavia HftftonAsheville 1865 Hendersonville Road Asheville NC 28803 864-906-4777
PBOl 1 I.C Suite 114
Gary 27518 nt''
PR Oarv rJ O ** 2044 Kilfiflirg F?trm Rr>?^H
determined
Charlotte Jones & Lynn 608 Meadowmont Village Chapel Hill NC 27517 919-537-8305
TomsPR Partners T T O Circle
Chin Christianson 6401Mnrrisnn Rlvrl Suite 7A Charlotte 28211
Bratschi Johnson^ 8430 Rea Road Suite 120 Charlotte
m
NC 28277 704 502 5888
âllenl^£j_Ll£__
Bratschi Johnson Pure Barre 603 Providence Road Charlotte NC 28207 980-329-4640
Charlotte. LLC
Carolyn 6252 Towncenter Drive #104 Clemmons NC 27012 336 749-7222
Triad LI C
Ctortette^nes & L>Tin 737 Ninth Street Suite 260 Durham NC 27705 919-537-8305
TomsPR Partners 1,1 C
ARH_ôoiganjesJJ£_ 17? niensforH Drive, Suite Favptleville 28314 910-302-3335
Chnstina-Cromwell &
Im
1310 Westover Teirace, Suite Greensboro NC 27408 336 333-3938
105
leim ifei- Rohm son-* * 1 TB 420 East Arlington Boulevaid_ Greenville 27858 252 689 6103
Creenville \ 1 C Suite 1
PR HP r r c ** Drive Suite Kill Point 27265 3361883-1231
m
PR Hnllv Snrinos I I C 248 Ciand I III) Place I lolly SIprin<JS 27540
HetermmeH
Kathrvn MoscovitchLKN 16813 Cian!>ai Road Suite A I luntcisville NC 28078 704-997-6041
Rarre I I C______________
Kathrvn Mosco\ilchl.KN 129 Market Place Drive Mooresville NC 27028 7041360-9901
Rarre I t C
Amr Seien & Denise 1412 Village Mnket Place Moriisville NC 27360 919 377 0299
AdnlrtPR Anev I t C
Ami Seiei & Denise 4209 Lassiter Mill Road Raleigh NC 27609 919-896-7464
AtetePB Anex. I.LC Suite 134
Ann-Seier-& Denise 9660 Falls of Neuse Road, R ileiah NC 27615 919-'846-7090
AhdftPB Anex. LLC Suite 149
E-10
Pun. Burre
3015 0-S20I6 TDD | C\ P - Lim of rnnclii-iuLS
1168 001 001 I3j-t3js/l4il0a
Fi incliiscc Owiier(s) AtUlrcss' ;itv Stitc Zip Pckphonc
Alexandra Q Rtwike & 1123B Miliiaiv Cutofl' Road AOliningloii NC 28405 910-679 8171
jâtelxn -kwweflAOK Bai i e. Wiliningloii NC 28405
LLL
I 14k Reynolda Vdhge iVinslon Silem NC 27106 336-602 1473
Piedmont 4 i lad 1 I C 1
F.mma ^ Rriltnnv I I C 2900 Pine J_ake R_oad Suite F, I inrnin 402-904-4841
Cmma^ SodorePR. I 4 C 577 North 155th Plaza bmaha NE 68154 402-916-9692
Kristen PanenRisr.PR K 2501 South 90th Street #118 Omaha NE 68124 402-933-5010
KROSS Bedford I I f 79 Smith River Road Bedford NH 03110 notl vet
Adnenne Boss & Ken 112 Spit Biook Roid. Suite R Nashua NH 03062 not yet
McCarthy **KBOSS. El.C determined 60
3-9^3 5092
RetE Ril-hneier ^’^Healtliv 20 West Mam Street Den VI He OT^Qia not; yet
Investments I I C 34 delermmed97
3-664-9000
Noelle ZnneEI .r.EON, I.I.C 112 Kings Highway East Haddonfield 08033 856-375-2700
Chris Pepe & Ashley Resto aresto@purebarre com & Hoboken 07932 not ^ yet
cne|->e@.Dureharre eem 187 determinedSI
Columbia Turnnike 3-845-9600
Susan Bornie, Beth Flynn 357 Route 9 South Manalapan 07726 732-449-3272
Ellen RionergerPure
Partners I ,T C
Melanie Colman & M0H5 237 Millburn Avenue Millburn NJ 07041 973-379-4537
D'Alessio =i‘*M2 Fitness.
lie
EaRonda Gumm **Wellness 1260 Springfield Avenue #9 New Providence NJ 07974 not |yet
Rssentials I \ C determmed90
8-464-0050
Inhe Closter T I C 141 A KinHeikamak Rond Park Ridpe 07656 not vet
fieteniiined
■lacqiii Aroe-Oiiinton Princeton 08542 not vet
Street determiner!
Melanie Colman & Molly 127 Broad Street Red Bank NJ 07701 732f842-7873
D-AlessioM? Fitness 1 I C
Beth Flynn & Ellen 1200 Third A\enue Spiing Lake 07762 732.449-3272
RippergerPuie Venture. I.IC
Beth Fl>aua & Ellen 708 Noilh Avenue Westfield 07027 908 232 1332
RmnereerPnre Venliircs.
LLC
Raise The Bane. I.l C 223_5outh_£i£eii_âJj£y5jûi^ endei son NV 89012 702-558-4149
42A Parkway
Emily Johnson & Lauren 3330 S Hualapai Waj Suite Las Vegas NV 89117 702-525-3454
QiNflol F.y Rarre I 1 C 140
Tiffany Cai-md^'^Stiidio TS 178 5th Avenue Biookl>ai NY 11217 718 623 3300
m:
Tiffany CuiridStudm TC. 266 Couit Street Biooklyn NY 11231 347-S987 3609
U£____________
Becca MeCni thvPortside 204 Wythe Avenue Brooklyn NY 11249 718-384 3481
Crnim LLC
E-11
Purr B irrc
2015 Q320t6 TDD 11\ C - List ot Tr mthisces
I 168 001 00-l'l-22-n35/l43l04
Pi 1IU.I1ISCL 0>vnei(s) A'ldrcss' Cil> State Telephone
Recc.i K4eCai lliv * ' Pni Isicle 225 Fiankim Slieel Biooklyn Biooklyn NY I 1222 7l8-623o300
NY I
GmuD I I r
SkHwnaSR McKie. l.l.f 7660 Tiansil Road Bulfalo NY 14221 716 276-3070
MS4 Fii I I r 19I Sevenih Slieet Cinrclen Cil\ NY 11530 nnl vpI
deteruimed
Jenny Bernholz & Deeiw 1681 Noithein Boulevard Minhassel NY I 1030 516 365-9090
I
CnvnlliPnre Re.siilt.s Lon^
klnnd T l.r
Katharine & Li/ Hamlin khamlin@purebaiie com & New York NY 10014 not yet
^7H Investment's F I C tiiamlin@f>tii ehai le cnin554 detWmined64
Hudson Street (S-744-1142
Trihera PR TIC** I 10 Read Street sjpw York NY 10013 not vet
determined
Sweat Fnintv I I P 1737 SemnH Avenue 4ew York 10065 noti vet
determined
Margo-McCann-**£B 412 Columbus Avenue New Yoik NY 10024 not yet
Tiirmiip Point IT.C determmedO I
7-9*65-2175
F.H Silvern *t‘,e;iirrev PR 80 Pine Street. P' Floor New York NY 4tJOQÎOO
LLC IS determ ined21
7-785-1777
Leslie Geakley &- Kaitlm 78 Fifth Avenue, 4th Floor New York NY 10011 917-675-1528
Vandur-aEurg^âirgJEiflb,
Avenue T.l C
Leslie Coakley & Kaitlm 1841 Broadway Suite 330 New York NY 10023 917-344-9175
VanduraPure Barre I
_ManhattaD;-Y;I£
Leslie Coaldey & Kaitlm kaitlin@pBf-ebarre com New York NY 10128 Ftot'yet
VnndiimPR Upper Fast Side
LLC ** 1 .exinpton Avenue 6-484-5447
Leslie Geakley &- Kaitlm 5 Windmill Lane #4 Southampton NY 11968 631-353-3064
-VanduraEB-SouthanigtQ^
LLC
Cathy McKie 6789 East Genesee Street Syracuse NY 13066 315, 446-5084
Lon StandenPenelone Lane. 33576 Detroit Road Avon OH 4401 I 440-773-0259
Inc_________________________
Mered i th-Da vis -^Ti fFaiaj 31100 Pmetite Road Suite Beachwood OH 44124 216| 870
lacohsPiireheach. I LC 115 1565
Beth Karzmer & Hannah 1393 Boaidman Canfield Bondman OH 44512 not 'yet
Morrison **Slaii^-Nig]il_by Road. Suite .1 deteri»med21
SFJ.A. LLC 4-2S4-4I SO
Lea WarnerThe Ranieri 3083 Madison Road Cincinnati OH 45209 513-321-5800
GI OLIO LLC
Lea Wa-mer *~’‘The Ranieri 8154 Montgomeiy Road #102 Cincinnati OH 4323.5457 7l3-m22i-
Cl roll n Lie 58002222
Rmilv lohnsonFM .1 960 W 5th Avenue Columbus 011
M____
43212 614 357 5324
ConiDSiiies LLC
Emily .TohnsonF.M 3650 W Dubim-Gianville oliimbiis OH 43235 6141718 3340
Cnmpanips t I C Road
Emily .lohnsonFM .1 180 Maiket Sheet Suite D Columbus OH 43054 614|600-7138
Comnanies;. ] LC
E-12
Pure B lire
2015 OS20I6 TDD | C\ P - List of Pr incInsets
168 001 n0-l4-22nj5/l43l04
r rniLliistL-Ow nui (*<) Acicli (.sh' State rekphoiK
lont-Gi-een -&-Janna 62 W Hiankim Sticei 5 i^lon ON 4:>4a9 917 515 2876
WilliflmsPiirc Rfirrg D?ivton.
LL C
50 \V Sliectsboio Slit^.1 Hudson Oil 44236 330-801-5397
Inrnly'Piirp lliifl I I f Sillies 3 <S_ 4
loni-Gieen &■ Jnnna o939 Deei field Boiilevnd vhsoii OH 4o040 513-204 1978
W11-t-ia m sO£galgj_LjjiLijjjiaiJ. Suite 101
Fitness I I C
l.nrHStandeftPenelone l.nne. 19940 Dell oil Road Rocky Rivei OH 44116 440-773 0259
Inc.
Maroon Peak InvpsImenU ^157 WesI Central Avenue Toledo 43606 10^-Q4I-7?9I
Rradanne Partners I IP r.dmond OK noP vet

determined
Megan Harlan & Kali inn 8921 S Yale Avenue Suite C ulsa OK 74137 918 494 4977
MefganM.TMK. 1,10
Megan Harlan & K-atrina 1807 S Peorn Place Suite M Tulsa OK 74105 918-933-6006
Erin Anderson Griffith 520 SW Powerhouse Drive Bend OR 97702 54f-678 5478
Suite 150
Allw-GeuckePDX Wolf Pack. 1124 Northwest 13th Avenue Portland OR 97209 503'-894-8623
IT.r______________________
Stenhnnie Richen PR. 1,1 O 1504 Northeast Broadway Iôrtland OR 97232 971-202 2696
Oootie Productions TTO ** ^773_Ei££iBi4nsh|irg_A:Y£nu£i Bethlehem 18045 305-338 6968
Unit D102 _Io^gshi£_
Michele-HartungTradewinds 1745 South Easton Road Doylestown 18901 215-491-7873
Canital. l.I.C
6 Dons 1 r r 2Q3=Bliie^^Bi!JC£;ây 15668 7241-5 19-8571
Melissj DelloyndeKavlee 4000 Washington Road #108 Peters Township 15217 724:941 8663
Rarre 140
NoeHe-ZaneELLEON. 1,1.0 1701 Walnut Street 4th Floor Philadelphia 19103 2671234-7825
MelFiSa DelloyndeThree 1612 Cochnn Rond Pittsburgh 15220 4I2'248 2424
Pimnies. 11 C
Laura DicIcLGJD^SliidiQ^ 5986 Penn Circle SeudrCenlre Pittsburgh 15206 412-1248-3333
LLL Avenue
Danielle Scott **DSP P ttsburgh I 5238 not yet
Fitness. 1.1 C EreggorL^^d detenninedll
2 408-3335
NoeReZaneEI .I EON. I 1C 503 W Lancaster Avenue Wayne 19087 484-588-2628
■Eaur-a- 12091 PeiryHighwn> Wexford 15090 724-719-9191
LLC
PS Tenarilv 1 I C 50_CasL_WîngMgQd_Rgad Wvnnewnnd 19096 484 231 1078
Jaime & Leslie 2000 Chapel View Boulevard Cianston 02920 401-944-0411
SweeHevPBRl. I I C Suite 125
Jaime & Leslie 1000 Division Street #16 East Greenwich 02818 401 885-2714
SweefievPRRl-ll. TI C
Jen Eettch &r-Jenn 164 Mai ket Street Suite C Charleston 29401 843-606 0559
VannattaPiire Rarre
Downtown T 1 C
■Jen Leitch & Jenn 919 Houston Norlhcult Blvd Charleston 29464 843 606-0559
Charle<;tf>n f T C
E-13
Pure BaiTL
2015 052016 TDD | Cx C - List ol rraiKhistes
I(S8 001 00-PI22I3 j5/143I04
Ti a IK li I stL-Ow«H-(i) Address' Ci'y Tclcplionc
Stitc
Randi Sedu-Hga -Jen Leilch 1300 Savmnali I ligliway Chai lesion SC 29407 wot yet
Wcsl dwfehmined84
Ashlev LI r s-813 533?
Addle Fnirey & Anna 2123A Gitene Slice! Columbia 2920O 803-254 0078
sc
Addle Fairey-& Anna 1230 R3A Bowei Parkv\ iv Columbia 29212 803-732 3303
RevHGklsAFAR 2. LLC
Pans Howe & Jane 733 Stockbridge Diive Eoit Mill 29708 803-462-5303
I
JenesITRSC. LLC
1922 Augusta Street Suite Gieenville 29605 864-477-8312
113
l.niiren VVilsonRarre 4. I I L 3722 Pelham Road Greenville 29615 864 477-8312
Hilton HenH. 38 Sheltei Cove Lane #129 Hilton
I
Held 29928 843-785 7888
Island I
K HnlHinp<ii 1 I P I 1897 Hiphwav 707 Murrells Inlet 22526 not vet
Carol Corson & Kelly 1200 E Mam Street Suite 7 Spartanbuig 29307 864-764-1372
KnylowskiFmerpe Pilates.
JJ£______________
330 Franklin Road Suite Brentwood TN 37027 615 278 8991
Hnldmps TI C 137A
AmandnHarlcins Holmes. 1414 Jenkins Road Suite 122 Chattanooga TN 37421 423-468-4960
Tnc.
AmaiidaHarkins Holmes 214 Manufacturers Roulevard Chattanooga 37405 423-580-1162
Inc.
Martha NemerRarre Fitness. 1556 West McEwen Drive Franklin 37067 615 472-1669
LLC
Kimberly Morgan &- Lindsey 7820 Poplar Avenue, Suite 12 Germantown TN 38138 901,-484-0705
Laurenzi & Mnrtmn. I.LC
Lauren Luftman & Lindsey 133 S Forest Park Roulevard Knoxville TN 37919 865-212-0025
PliimmprPR Knoxville 1,1 F.
Kiinbeily Morgan & Lindsey 4700 Spottswood Avenue Memphis 901'766-1882
TN 38117
Laurenzi & Morgan. LT.C
r r^M Collierville LLC 4emnh is noEygl
determined
Sunshine BurnsEB 1970 Medical Centei Paikway Murlreesboio TN 37129 615,-203 3129
Murfreesboro LLC
Kadv-ReckerKnn Venliires 2207-Crestmoor Road Suite Nashville 615'-904-4585
TN 37215
LI C ^0^7101 Rînflvwood Drive
Kad;f Decker- & Sarah Moats 21 White Bridge Road #210 Nashville TN 37203 net-yel
^MoDpck TN LLC delermmed61
5-278-0450
Kady Deckei^ Sarah k-ady@purebafre com & Nashville TN 37203 not-yet
MonlsMoDeek TN. l .F.C ^ sniah@nuiebarre com228 I I ''’
Avenii0 South 5-603 8335
Amanda Kovach. Inc. 972 Village Green Drive Allen 214 383-9235
73013
Deshanda DavisStiidin 2500 NE Gieen Oaks Ailmgton TX 76006 817-652-2920
Firmw. t.l.C Boulevaid Suite 128
Rashanna MossAnani Star. 10710 Research Boulevard Austin 78759 512-574-2344
LLC Suite 316
Denvse KmllSierra Rarie. 2300 Lohmans Spur Suite Austin
TX 78734 512-574-3348
LLC 186
E-14
Piiri. Barrc
jOt-5 052016 TDD | Cs f - Lisl of fr inchisecs
Fi diuliiscL Q>mict(s) Address' Cit\ State Tdtphoiic
Rnslwnnn MossAnani Stai. 3267 Bee Cases RokI \iislin T\ 78746 s12 574 8644
LLC
BarieOunn I I C I s75 Cy]-)!P'sS Cleek Road edni Paik 7861s 'll 7-SQQ-767Q
Suite H
Weir Friends LI C 4717 Cnllevvillp RIvd 4 I sf) C oliewille 76034 214 507-1851
MinimnI Movement I I C Cnpnell 7iQ19 072-771-7873
Suite 107
Oiippn Nefprhti VVellne.'s^ QQ?S Rnrlcpr Pviirpsis; Sintp IX 77433 nol yet
flplLriniiipH
fne **
Beth SloiiL-liPB Untown. m__________
3700 McKinney Avenue Dallas TX 75204 214-521-6600
LLC
Beth-SlcHirdiPB Partners. 5919 Greenville Avenue Dallas 75206 214-361 2882
LU£______________
Britta-LoferewPiire 6025 Royal Lane #203 Dallas 75230 469-930 5755
I alcewnnd I I C
Giselle Cnfford Pure i m 5000 Belt Line Roid #200 Dallas TX 77254 972-661-2876
LLC
Betftl.TB GLIhT.LC 1400 South Loop 288 #116- Denton 76205 not-yet
Denton, TX 76205 determinedM
0 600-4012
5610 North Desert Boulevard El Paso 79912 915-875-0031
AtwAVetflTB FM. LLC 5801 Long Prairie Road, Suite Flower Mound 75028 972 539-3065
825
Kelsey TnrtnrigiSteher PB. 6333 Camp Bowie Boulevard Fort Worth 76116 817 677-8731
LLC Suite 220
■lessiea Miller.lesler Gmun. 5570 FM 423, Suite 500 Frisco 75034 214-469-1147
LLC
Taylored FrafsenDietetics. 1948 West Gray Street Houston 77019 713-524-2690
___________________
PB West II I rC ** Hniistnn IX 77005
2429 I Iniversitv RIvd 832 ,804-7456
Dorv-BlackevPB The 1436 Studewood Street rtoListon TX 77008 832 831-5071
Heights I I C
Rashanno Moss & Kathryn 1379 South Voss Road Suite Houston 77057 713-784-7873
■I lolleHTOnAnaai-StaLJLLC B
NRNK Investments IT C filft] North fs/fnp?^r!hiii Irvimz IX 75309 not vet
Suite 140 determined
Tive 23501 Cinco Ranch Boulevard Kaly 77494 2811-394-9000
Wellness I T C dl20
Lrainn—Staronf.emon Rai re. 4505 98th Street Lubbock TX 79424 806' 698 6300
JLLC
Amnndn KnvnHi (tR40 Viioinin Pflrkvvnv Siiiip ISllcKi 75071 2I4'-592-9471
115
3450 C Hcbion Paikway Plano TX 75010 972-248-6161
Jov LLC Suite 116
1P8 Stone 1 I C 810S Pre'=;ton Rond EktiQ 75024 nol \et
determined
Hershev Rarre I 1 C ^ Richardson@piiiehnrrt mm Richardson IX not vet
determined
Kelly Price & Courtnev 21019 US Highwiy 281 San Antonio TX 78258 210-529 1728
Stanton & Price. LLC North Suite 33
Lindsev-AVhitePI. Blondie. 480 W Southlake Bouleaard Southlake 76092 817 488-7434
LLC Suite 131
E-15
Phil BarfL
3015 052016 TDD | Fx C - List of I ranchiSLcs
1 1001 00-tM32 1335/143104
n JiichiscL Qwni‘i(s) Addi css' Cih St itc Telephone
Jjimee Myeis & Ilearhei (SOOO Reseaich Poiest Dii\e TIil Woodliiids TX 77382 281-298-8998
Srmders RoberlsonBaiie #I 10
Monies LLC
Rniie Monies LLC IQSO Hiiphes Lnnfhnp Rlvfl rriie Woodlnnfls 77'^^80 S3? 823 47s0
Suite 1600
Jannee Myers & Heather tfH+fteeIvlgt@pui ebai i e eem TX not yet
Sandeis RobertsenThe cS. heatheis@puiebarie com aVoixIL-wdsTvIei dctei mined
DoiJwriod Trad I d C
■Slenhanie BlodsettPiire 280 East 12300 South Suite Draper 84020 801-523 6210
Rarrellfah T IT 104
Susanna -Has.se-Eubank 1708 West Uinta Street #2 Paik City UT 84098 435-214 7430
Resniirees- T J.C
Katie Shearin (fe-Chip 429 lohn Carlyle Street Alexandiia VA 22314 703-303-8146
Christianson Alexandria
rCarlvIet PR I l.C
Katie Shearin & Chip 1024 North G irlield Stieet ,\i lington VA 22201 571-319-0588
Courtney Miller ^L&M emillei-@nurebarre com 19825 Ashburn VA 20147 notj yet
Studios l ie Relmonf Chnse Drive, ^nife determinedSQ
J2l S-V-:tQ-7097
Anay Jo Bright & Chip 2200 Old Ivy Road Charlottesville 22903 434-245-1119
Chrir.tiansonPiire Rarre
^hailQU£syil|fi3;iI£__
F.r-m-RhamstineBarre 733 Eden Way North #406 Chesapeake VA 23320 757-842-4288
Chesaneake. Id.C______
Rroolce SidesPR Fairfax. 4201 Rtdge Top Road Fairfax VA 22030 703-591-3270
LLC
GMFlMCFni 1 I I C ** S680 Kinp Center Drive Kmastowne 22315 303-867-3187
Suite IDO
PR I ppsbiirrr r 1C Leesbiirt? nQtjyet
determined
Chip Christianson 6825 Redmond Drive Suite E McLean VA 22101 703 761-2228
Barre Midlo LLC ** juidlgthjan^gutgharKXQm Midlothian not Ivpt
Efieka Foster & Deanna 320 West 21 St Street Norfolk VA 23517 757-333-7393
Graham Rarre One LI C
Brooke Sides **PB Fairfax. 12975 Highland Crossing Res ton VA 20171 not jyet
LLC Dri\e Suite R detei mined57
1-287 7271
Giacie McGurn & Chip 4017 Lauderdale Drive Richmond VA 23233 804 918-2568
ClmstiansonRichmond
rShort PiimnlPR. Id.C
Sarah I owRVA Rarre LI C 623o Ri\er Road Richmond VA 23229 804U77 6036
Traci DorityDancmn Turtle 5036 Keagy Road Suite 202 Roanoke VA 24018 540'904-7446
LLC
Second Rest I I C * '• soiilhi idinn@niirebarre com S'oiilh RiHinij
deteVr
PR Vienna. LLC f West V lenna 22180 703-^281-4100
Erteka Foster & Deanna 741 Fust Colonial Road Suite Viigima Beach VA 23451 757 422-2220
GrahamRarie One. LLC 104
CW Barre I T C 5231 Monticello Ave Suite R vitdl lamsbiirir YA 23d 8 8 757'37S 2476
E-16
Pure Barre
3015 Qa20l6 TDD j T\ T - List of fr inchisi.es
1 16S 001 00I-133-I3r5/I4jl0a
Ft tii<.liiscL Ovviiei (s) Adciri^s' Cil\ Slate Telephone
Aiinn-RHf-l»elle ShnilonPR 150 Doibel Slice! Builington VT 5403 S02-497-2638

Burliniiton LLC
-Sami -SweenevIMAS 909 I 12th Ave NI3 Suite 107 Bellevue WA 98004 425-462-7474
I Inlflinas I I C
Sami Su^nevlMAS 16015 Cleveland Stieel ledmond WA 98052 423 658 3915
HnlHint^s I I C
Snmi SweenevIMAS 500 Meicer Sheet Seattle WA 98109 206-535-8910
HnlHinPS 1 T C
Snmi SweenevIMAS 5001 23th Avenue NC Suite Seattle WA 98105 206-935-7873
102 I
HnIHinPs; It C
SLimi SweenevlMAS 1222 C Pine Street Suite B Seattle WA 98122 206 403 1820
Holdings f LC
406 Northeast 71st Street Seattle WA 98113 206-420-1667
Holdmps r I r
KatteKT Wood. 1.1 C 13910 E Indiana A\enut Spokane WA 99216 509 315-4920
Suite C I
Cynthtfl Vanderhouwen 2410 Columbia House Vancouvei WA 98661 360-735-7873
^Fitness ITC Boulevard #102
JHS Fitness IXC ]??^Q4 Rliie Mound Elm firove M 63122 414-800-7369
Road
Fitn0ss R?irre of Cireen 2621 South Oneida Street Creen Rav Wl 920-770-5095
I
jxc Suite 108
Susanna JohnsonPure 702 N Midvale Boulevard Madison Wl 53705 608-238-3610
Madison ITC
Jessica-Stark 418 East Silver Spiing Drive Wliitefish Bay Wl 53217 414,-702 6025
Holdings r.r P
NOTES
'/ If a studio addiess has not been established as ot December 3 1, 30-142015. we have
indicated the franchisee’s c-mail addiess
Fianchisees that have signed a Pure Baire franchise agieement, but aie not yet
opeiating as of December 31, 20142015
t Fianchisees that have signed multi-unit development agieements
E-17
Pure B lire
2AF>-0520I6 rOD I Cm C - List of rrinehisces
168 001 0Q-l'l23niVI4jl04
Fianchisees That Have Left the System as ut PeLem jer 31. 201S. oi Not Commiinicpted
within 10 Weeks oi the Issuance Date of he Disclosiiie Document
FianehKccs riiat-Havc Lett the System
(as ot Decembei 31,4014)
Stat
Cit\ c Tcicphont Reason Comments
Knrn PearlmnnPiire 4S GAA 70^-001 n'^QS Terminated!
Rarre Anhnrn 1 1 T RdOfehAiihii L ransfer
M________ 73^2242
Chelsea-Gregoi vPB T Huntington &AA 3442M-3T62M- Tiansfer alse-transferred ownership oF Irvine,
town LLC BenchT usca L 900+2122 CA-location in same deal as
lonsa Huntington Beach -€A
Fmilv s Health and 408-4.7S 6RI 1 Tr
Fitness. l.I.C
Lon AllenPiire Barre San Diego (U9760-396R87 Transfer
Hillcrest TIC 03002245
Alexandra and Jerdan Edvvar-ds.Ioh CQG 970404-100822- Transfer
GoncharoFATf. PB n’s Creek A +1+00625
John <s Creek IT.C
ATT Peachtree Cilv LLC Peachtree 404-S77 007S Transfer
ATT. PR Snellville I TC 4f)4 877-n07S Transfer

Pure Rarre Rnca Inc Boca_R|dQii Q49-Snn 07^7 T ransfer
Melissa DeMoro Sara Bridenton Q4I-770-400S Transfer rrkoThe memhershin interests in the
Ferguson, Bethany 941-H+518- fcin£hiS£e_^ti^,^grg_transferr|ed
Dugger£iii£_3aLy,g 40402262 ownership of Sarasota-T^L studio
I akewnrid Ranch 1.1 C exited system with Lakewood Planch
trnnfifer. so there no ehnrnê in
tite identity of the franchisee |
GftmeRK Health and Awt
mu 8O44M-7O4220 Tr' nsfei
Corv BristolWellness Ai+iorMinne N +H31LZS
anolis
MtdIairdMa MTQ 989112-81312L Terminated! also transfeir-ed-owner-ship of /Utn
Mason LLC snu H mi7717 1 anster Arbor studio exited system with
Midland termination i
KDD Ventures LLC Brentwood !N ois-sn4 os7n Txa nsfer
If you buy this fianchise, youi contact infomiation may be disclosed to othei buyeis when
you leave the fianchise system
E-18
PiMi. Barre
201-5-052016 TDD | Tx f - List uf rianchisees
1168 001 001 143-^75/14310-1
EXHIBIT F
TABLE OF CONTENTS FOR

OPERATIONS IMANU ALS
Puri. Burn.
2015 0:)2016 TDD | f\ P - 1 OC tor Opcr itions Manuals
This document was
I downloaded from franchimp.com. All the information on this website is published in good faith and for general information purpose only. FranChimp.com does not make any warranties about the completeness, reliability, and
16S 001 004^t-22-lj45/143IPS
(0) pure barrel
lifr one Juin
1 able ot Contents
Section Description Page Number

Se€t*eftS££im Introduction, Confidentiality Statement Table of
1 €eftfwtelNTRODUCTION 1-3
Sections ECTION Sample Calendar for OpemnoPRE-OPENlNG
2 BUSINESS REQUIREMENTS 4-87
SectionSECTION
3 uuLuinufu tuf uL/fuceoi i u 88-11
SeettenSECTION
4 Gettma StortodCONSTRUCT ION A sID BUILD-OUT 12-80U
SectionSECTION
5 D MARKETING 84]1-8617
SeeboftSECTTON
6 Dosian and ConJtructionMINDBODY 87-44li^
SoctionSECTTON
7 Desmn and-Build-Out SpecsHlRlNG 4819-6822
SectionSECTION
8 ■Sianeiae PscfeooeTRAlNING 6823-6735
SeetiooSECTTON
9 Purc/ioj/fioEOUIPMENT 6816-7812
SoetionSECTfON
10 Recruitma and IntcrviewinaRETAIL 74-7831
SeettoftSECTTON
1 1 77sww?«pre-opening studio 0 DERATIONS 7819-407^
SectionSECTION
12 Mor-feet/noDAlLY OPERATIONS 46842-48822
SectionSECTION
13 134-14321
Section
34Appendi\ Social Media Policy 44424-48484 I
Section )
jÂppendix Puttma It All EoeietberPie-Opening Guide 48885-464109
Section 16 Retail 468 -
Section 1-? Before You-Open 463-168 '
Section 18 Daily-Operations 468-844
Section 1-9 Grand Opening Party 848
Appendix Tiaining Manuals 848110-494363
ApoendixTotal 468363
Total-Pagos 466
F-1
Pun. Bam.
^15-6^2016 FOB I C\ F-TOC lor Optntioiib Manuals
I 168 001 001-1221 >IVI43106
EXHIBIT G
STATE AGENCIES/AGENTS FOR SEF VICE OF PROCESS
Pure 13 lire
052016 FDD | P\ G - St ite ALU1CIL^
1 168
This document was 001 00-1'-I22I3‘^5/M3I06
STAIL ACENCIES/AGFNTS FOR SERVICE OF PROCESS
Listed heic aic the names addi esses and telep lone numbeis of the state agencies
having lesponsibility foi the fianchising disclosuie/iegisliation laws Wc may not yet be
legisteied to sell fianchises in any oi all of these states
CALIFORNIA HAWAII
Depaitmcnt of Business Ovci sight (state dmmistiatoi)

1 (866) 275-2677
Business Rcgistiation Division j
Los Angeles Depaitmcnt of Commcicc and Consumci Affairs
PO Box 40
Suite 750 Honolulu Hawaii 96810
320 West 4"' Stieet (808) 586-2722
Los Angeles, California 90013
(213) 576-7505 (agent “"oi SCI vice of piocess)
Sacramento Commissioner of Sccui ities of the

Department of Commeice and Consumer Affaiis
1515 K Stieet, Suite 200 335 Merchant Street
Sacramento, California 95814-4052 Honolulu, Hawaii 96813
(916) 445-7205 (808) 586-2722
San Diego ILLmOIS
1350 Fiont Stieet Fianchisc Buieau

San Diego, California 92101 Office of the Attorney Gencial
(619) 525-4044 500 Sojuth Second Street
Spimgfjield Illinois 62706
San Francisco (217) 782-4465
One Sansomc Stieet, Stc 600 INDIA

San Francisco, California 94104
(415) 972-8559 (state administratoi)
CEORCiA Indiana Sccictaiy of State

Sccui itics Division, E-111
Geoigia Secietaiy of State 302 West Washington Stieet
Coipoiations Division Indianapolis, Indiana 46204
2 Martin Luthei King, Ji Drive (317) 232-6681
Suite 315
(agent foi SCI vice of piocess)
Atlanta, Geoigia 30334
(404) 651-8600 Indiana Sccictaiy of State
201 State House
200 West Washington Sheet
Indianapolis Indiana 46204
(317) 232-6531
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iMARYLAND NEW YORK
(state administiatoi) (state administiatoi)
Olficc of the Attorney Gencial Office of the New Yoik State Oepaitment of
Scciiiitics Division LawAllQLQ£y_G£Ociiai
200 St Paul Place Buieau-of Invcstoi Protection Riiieaii
Baltimoic Maryland 21202-2021 ^CCLll itlCS
(410) 576-6360 120 Bioadwav. 23'^' Flooi
New\{ork New York 10271-0332
(agent foi set vice of pioccss) (212) 416-SOOa8236 Phone
(212’) 416-6042 Fax
Maiyland Secuiitics Commissioner
at the Office o( the Attorney Gencial (agent foi service of pioccss)
Securities Division
200 St Paul Place Attn. New York Sccictaiy of State of-New
Baltimore, Maiyland 21202-2021
(410) 576-6360
Dnp rinnimorrf'
MICHIGAN
Albanjl, New York 12231-0001
(state admimstiator) (518) 474473-4:7402492
Michigan Attorney General’s Office NORTH DAKOTA

Consumer Protection Division
Attn Franchise Section North Dakota Securities Department
G Mennen Williams Building, P' Flooi 600 East Boulevard Avenue
525 West Ottawa Sticct State Clapitol - Fifth Floor
Lansing, Michigan 48933 Bismaick, North Dakota 58505
(517)373-7177 (701) 328-4712
(agent foi SCI vice of pioccss) OREGON
Michigan Dcpaitment of Commcicc, Depart nent of Instil ance and Finance

Got potations and Sccuiitics Bureau Corpoiatc Sccuiities Section
P O Box 30054 Labor ind Industiics Building
Salem, Oicgon 97310
6546 Mcicantilc Way (503) 3 78-4387
Lansing, Michigan 48909
RHODE ISLAND
MINNESOTA
Dcpaitment of Business Regulation
Minnesota Dcpaitment of Commcicc Division of Securities
85 7th Place East Suite 500 John Pastoic Complex
St Paul, Minnesota 55101 Buildin'g 69-1
(651) 539-1600 1511 Pontiac Avenue
Cianston, Rhode Island 02920
(401)462-9645
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1221335/143106
SOUTH DAKOTA VIRGINIA
Dcpiilmcnt ol Laboi and Regulation (state adnimistiatoi)

Di\ ision of Seem ilics
124 South Euclid, Suite 104 State Coiporation Commission
Piciic, South Dakota 57501 Division of Secuiities
(605) 773-4823 and Retail Fianchising
1300 East Mam Street Ninth Elooi
Richmond, Vnginia 23219
(804) 371-9051
(agent foi SCI vice of pioccss)
Cleik of the State Coipoiation Commission

1300 East Mam Sticct, C Flooi
Richmond Virginia 23219
(804) 2 71-9672
WASH INGTON
(state admmistiator)
Department of Financial Institutions

Secuiitics Division
P O Box 9033
Olympia, Washington 98507-9033
(360) 902-8760
(agent for seivicc of pioccss)

Dircctoi
Department oi Financial Institutions
Securities Division
150 Israel Road, S W
Tumwa'tci Washington 98501
WISCONSIN
Sccuiitics and Fianchisc Rcgistiation

Wisconsin Securities Commission
345 West Washington Avenue, 4th Flooi
Madison, Wisconsin 53703
(608) 266-3431
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EXHIBIT H
STATE ADDENDA AND AGREEMENT RIDERS
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This document was 001 00PI22'I365/M3IQ7
ADDITIONAL DISCLOSURES FOk THE
FRANCHISE DISCLOSURE DOCUMENT OE
PB FRANCHISING, LLC
The tollowing aie additional disclosuicb toi the Fnnchisc Diselobiiic Douimcnt o1 PB
Fianchising, LLC lequiied by vanoiis state fianchise laws Each piovision ot these additional
disclosuies will only apply to you il the applicable state fianchise icgistiation and disclosuie
law applies to you
CALIFORNIA
1 THE CALIFORNIA FRANCHISE INVESTMENT LAW REQUIRES THAT A

COPY OF ALL PROPOSED AGREEMENTS RELATING TO THE SALE OF THE
FRANCHISE BE DELIVERED TOGETHER WITH THE DISCLOSURE DOCUMENT
I
2 SECTION 31125 OF THE FRANCHISE INVESTMENT LAW REQUIRES'

US TO GIVE YOU A DISCLOSURE DOCUMENT APPROVED BY THEj
COMMISSIONER OF BUSINESS OVERSIGHT BEFO^ WE ASK YOU TO CONSIDERI
A MATERIAL MODIFICATION OF YOUR FRANCHISE AGREEMENT OR MULTI-UNIT
DEVELOPMENT AGREEMENT
3 OUR WEBSITE, www purebarre comwww nurebarie com. HAS NOT BEEN
REVIEWED OR APPROVED BY THE CALIFORNiK DEPARTMENT OF BUSINESS
OVERSIGHT ANY COMPLAINTS CONCERNING THE CONTENT OF THE WEBSITE
MAY BE DIRECTED TO THE CALIFORNIA DEPARTMENT OF BUSINESS
OVERSIGHT AT www dbo ca -gov www dbo ca gov
The following is added at the end ot Item 2
Neithei we, our patent, predecessoi oi affiliates niî any person in Item 2 of the
Disclosure Document is subject to any currently effective oidei ot any national
securities association oi national sccuiities exchange, as defined in the Securities
Exchange Act of 1934, 15 U S C A Sections 78a ct seq , suspending oi
expelling such peisons trom membership in that association oi exchange
5 The following paiagiaphs aie added at the end ot Item 17
California Business and Piotcssions Code Sections 20000 thiough 20043 provide
lights to the tianchisec and multi-unit develope concerning teimination oi
nonienewal of a tranchisc If the Fianchise Agreement oi Multi-Unit
Development Agieement contains a pi ovision that is inconsistent with the law,
and the law applies, the law will contiol
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168 001 from
00lfranchimp.com.
l22h6S/l43l07All the information on this website is published in good faith and for general information purpose only. FranChimp.com does not make any warranties about the completeness, reliability, and
I he Firinchisc Agitcment and Muiti-Ljn,t De\eli jpiiient Agieement contain a
co\cnant not to compete that extends beyond tein ination ot the hanchisc This
piovision might not be enfoiceable iindei Califoinia law
The Fianchise Agieement and Multi-Unit Devciojment Agieement piovide toi

teimmation upon bankiuptcy This pi ovision mi Tht not be entoiceable undei
fedeial bankruptcy law (II U S C A Sections 101 ^ seq )
The Fianchise Agieement and Multi-Unit Development Agieement tequiie

application of the laws of the State of South Caio ina This piovision might not
be enfoiceable undei California law
The Fianchise Agieement contains a liquidated damages clause Undei

California Civil Code Section 1671, certain liquidated damages clauses aie
unenfoiceable
The Fianchise Agreement and Multi-Unit Development Agieement require

binding arbitration The arbitration will be conducted at a suitable location
chosen by the arbitrator which is within a 50 mile radius of our then-current
principal place of busmess (currently Spartanburg, South Carolina) with the
costs being borne as provided in the Franchise Agreement and Multi-Unit
Development Agreement Prospective franchisees jand multi-unit developeis aie
encouraged to consult private legal counsel to deteimine the applicability of
California and federal laws (such as Business and Professions Code Section
20040 5, Code of Civil Procedure Section 1281, and the Fedeial Aibitration
Act) to any provisions of the Franchise Agieement and Multi-Unit Development
Agreement lestiicting venue to a toium outside the State of California
The Franchise Agreement and Multi-Unit Development Agreement requiie you

to sign a geneidl lelease of claims upon lenewal 01 transfei ot the Fianchise
Agieement oi Multi-Unit Development Agieemc It California Coipoiations
Code Section 31512 piovides that any condition, stipulation oi piovision
puiporting to bind any peison acquiring any hancluse to waive compliance with
any piovision of that law or any lule oi oidei thcieundci is void Section
31512 might void a waiver of youi lights undei the Fianchise Investment Law
(California Corpoiations Code Section 31000 - 31516) Business and
Piofessions Code Section 20010 might void a waivei ot youi lights undei the
Fianchise Relations Act (Business and Piofessions Code Sections 20000 -
20043)
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ILLINOIS
The tollowing paiagiaphs ait added to the end ol Item 17
Illinois law governs the agieemeiits between the paitics to this hanchise
Section 4 of the Illinois Franchise Disclosme Act Diovides that any piovision
in a fianchise agieemcnt that designates juiisdiction oi venue outside the
State of Illinois is void Flowevci, a franchise agiecment may provide foi
aibitiation in a venue outside of Illinois
Section 41 ot the Illinois Fianchise Disclosui Act piovides that any

condition, stipulation, oi piovision purporting to bind any peison acquiiing
any franchise to waive compliance with the Illinois Fianchise Disclosure Act
or any othei law of Illinois is void
MARYLAND
I The followmg is added to the end of the “Summary” sections of Item 17(c),
entitled “Requirements for franchisee to renew or extend” and Item 17(m), entitled “Conditions
for franchisor approval of transfer”
However, any release required as a conditio n of renewal, sale and/or

assignment/tiansfer will not apply to claims o liability ausing under the
Maryland Franchise Registration and Disclosure Law
2 The tollowing is added to the end ot the “Summary” section ot Item 17(h),
entitled “‘Cause’ defined - non-curable defaults”
The Franchise Agreement and Multi-Unit Development Agreement provide foi

teimination upon bankruptcy This provision might not be enforceable undei
fedeial bankruptcy law (11 U S C Sections 101 et seq ), but we will enforce it
to the extent enforceable
3 The following sentence is added to the enc ot the “Summaiy” sections of Item
17(v), entitled “Choice of foi urn”
You may bung suit in Maryland foi claims ausing undei the Maiyland Franchise
Registiation and Disclosuie Law
The following language is added to the end ot the chart in Item 17
You must bung any claims arising undei the Maryland Fianchise Registiation
and Disclosure Law within 3 years after the giant of the franchise
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MINNESOTA
1 Tiddcmaiks The following sentence is added to the end ol Item 13
Piovided you have complied with all piovisions of the Fianchise Agicement and
Multi-Unit Development Agieement applicable to the Maiks, we will piotect
youi rights to use the Maiks and we also will indemnify you from any loss,
costs 01 expenses fiom any claims, suits oi demands legaiding youi use of the
Maiks in accordance with Minn Stat Sec 80C 12 Subd 1(g)
2 Renewal, Teimmation Tiansfei and Dispute Resolution The following is added

at the end of the chait in Item 17
With respect to hanchises governed by Minnesota law, we will comply

with Minn Stat Sec 80C 14, Subds 3, 4 and 5 which requiie, except in certain
specified cases, that you be given 90 days’ notice of termination (with 60 days
to cure) of the Franchise Agreement and Multi-Unit Development Agreement
and 180 days’ notice for non-renewal of the Franchise Agreement and Multi-
Unit Development Agreement
Minn Stat Sec 80C21 and Minn Rule 2860 4400(f) might prohibit us
from requirmg litigation to be conducted outside Minnesota, lequiring waivei of
a juiy trial oi leqiiiring you to consent to liquidated damages, termmation
penalties oi judgment notes In addition, nothing in the Franchise Disclosuie
Document, Franchise Agieement or Multi-Unit Development Agreement can
abrogate or ieduce any of Franchisee’s oi Multi-Unit Developei’s lights as
provided for in Muinesota Statutes 1984, Chapter 80C, oi your rights to any
procedure, foinm or lemedies piovided toi by the laws of the jurisdiction
Those piovisions also provide that no condition, stipulation oi piovision in the
Fianchise Agreement oi Multi-Unit Development Agieement will in any way
abrogate or leduce any of youi lights under the Minnesota Fianchises Law,
including, if applicable, the light to submit matteis to the jurisdiction of the
couits ot Minnesota
Any lelease lequired as a condition of lenewal, sale and/oi

tiansfer/assignment will not apply to the extent piohibited by applicable law with
inspect to claims aiising undei Minn Rule 2860 4400D
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1 1 he following infoimalion is added to the covei page of the fianchisei

Disclosuie Document
INFORMATJON COMPARING FRANCHISO RS IS AVAILABLE CALL

THE STATE ADMINISTRATORS LISTED N EXHIBIT G OR YOUR
PUBLIC LIBRARY FOR SOURCES OF INFORMATION
REGISTRATION OF THIS FRANCHISE BY NEW YORK STATE DOES
NOT MEAN THAT NEW YORK STATE RECOMMENDS IT OR HAS
VERIFIED THE INFORMATION IN THIS FjRANCHISE DISCLOSURE
DOCUMENT IF YOU LEARN THAT ANYTHING IN THE
FRANCHISE DISCLOSURE DOCUMENT IS UNTRUE, CONTACT THE
FEDERAL TRADE COMMISSION AND NEW YORK STATE
DEPARTMENT OF LAW, BUREAU OF INVESTOR PROTECTION
AND SECURITIES, 120 BROADWAY, 23RD FLOOR, NEW YORK,
NEW YORK 10271
THE FRANCHISOR MAY, IE IT CHOOSES, NEGOTIATE WITH YOU

ABOUT ITEMS COVERED IN THE F^NCHISE DISCLOSURE
DOCUMENT HOWEVER, THE FRANCHISOR CANNOT USE THE
NEGOTIATING PROCESS TO PREVAIL UPON A PROSPECTIVE
FRANCHISEE OR MULTI-UNIT DEVELOPER TO ACCEPT TERMS
WHICH ARE LESS FAVORABLE THAN TH OSE SET FORTH IN THIS
FRANCHISE DISCLOSURE DOCUMENT
The following is added at the end of Item B
Except as piovided above, with legaid to us, oui| paient, affiliates, the persons
identified in Item 2, oi an affiliate ofTeiing fianchises under oui piincipal
tiadcmark
A No such paity has an administiative, uiminal oi civil action pending against

that pel son alleging a felony a violatiojn of a fianchise, antitiust, oi
securities law, fiaud embezzlement fiaudulent conveision,
misappiopiiation of piopeity, unfaii 01 deceptive piactices, oi
compaiable civil oi misdemeanoi allegations
No such party has been convicted of a felony oi pleaded nolo contendeie to a

felony charge oi, within the 10 ycai peiiôd immediately preceding the
application for legistiation has been convicted of or pleaded nolo
contendeie to a misdemeanoi charge oi has been the subject of a civil
action alleging violation of a fianchise antifiaud oi securities law,
fiaud, embezzlement, fraudulent conversion oi misappiopiiation of
piopeity, 01 unfaii oi deceptive piactices di compaiable allegations
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168 001 from franchimp.com. All the information on this website is published in good faith and for general information purpose only. FranChimp.com does not make any warranties about the completeness, reliability, and
00PIJ:I-6VI43I07
C No such |)ciiy IS subject [o d cunently efle iJijLinctive 01 lestiictive oidti
01 dccicc relating to the tianchise, oi iindei a Fcdcial State oi Canadian
tianchisc secuiities, antitiiist tiade legulation oi tiadc piactice law
icsLilting tiom a concluded oi pending action oi piocceding bi ought by a
public agency oi ib subject to any cur ently eftectivc oidei ot any
national sccuiities association oi national secuiities exchange, as defined
in the Secuiities and Exchange Act of 1934 suspending oi expelling such
pci son fiom membership in such association or exchange, oi is subject to
a cunently effective injunctive oi lestiictile oidei ielating to any othei
business activity as a lesult of an action oiought by a public agency oi
department, including, without limitation actions affecting a license as a
leal estate brokei or sales agent
The following is added to the end of Item 4
No person identified in Item 1, and no officer oi geneial partnei of

ffanchisoi, oi any othei individual who will have management lesponsibility
I elating to the sale oi operation of franchises offered by this Disclosure
Document have, during the 10-year period immediately before the date of the
Disclosure Document (a) filed as debtor (or had filed against it) a petition to
start an action under the U S Bankruptcy Code, (b) obtamed a discharge of its
debts Lindei the U S Bankruptcy Code, or (c) was a principal officei of a
company or a general partnei in a partnership that either filed as a debtoi (or
had filed against it) a petition to start an action under the U S Bankruptcy Code
01 that obtained a discharge of its debts undei the U S Bankruptcy Code duiing
01 within 1 yeai aftei that officei oi general parti ler of the fianchisor held this
position in the company or partnership
4 The following is added to the end of the “Summaiy’ sections of item 17(c),
entitled “Requiiements foi fianchisee to icnew oi extend’ and Item 17(m), entitled “Conditions
foi fianchisoi appioval of tiansfei”
Howevei, to the extent lequired by applicable law, all lights you enjoy and any
causes ot action arising in youi favoi fiom the provisions of Article 33 of the
General Business Law of the State ot New Yoik and the legulations issued
theieundei shall lemain in foice, it being the intent of this pioviso that the
non-waivei piovisions of Geneial Business Law Sections 687 4 and 687 5 be
satisfied
5 The following is added to the end of the ‘Summaiy” section ot Item 17(j),
entitled “Assignment of contiact by hanchisoi ’
However, to the extent lequired by applicable law, no assignment will be made

except to an assignee who in oui good faith juc gment, is willing and able to
assume oui obligations under the Franchise Agieement oi Multi-Unit
Development Agieement
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KA 001 from franchimp.com.
001M221 All the information on this website is published in good faith and for general information purpose only. FranChimp.com does not make any warranties about the completeness, reliability, and
j65/143107
6 The lollowing is cicided to the end ot th i Siimniai} SLotion oi Item I7(t),
entitled dntegiation/meigei clause” I
I
i
I
Any icpiescntations oi pioniiscs outside the Disclosuic Document may not bei
cnfoiceable
7 The following is added to the end of the Summaiy’ sections of Item 17(v)
entitled “Choice of foium” and Item 17(w), entitled “Cho cc ot law”
Howevci, the governing choice of law and choice of toium shall not be
consideied a waivei of any right confciied upon you by the piovisions of Aiticle
33 of the Gcneial Business Law of the State of New York
NORTH DAKOTA
1 The following is added to the end of the “Summaiy” sections of Item 17(c),
entitled “Requiiements for franchisee to lenew oi extend and Item 17(m), entitled “Conditions
for franchisor approval of transfer”
However, any lelease lequired as a condition of renewal, sale and/or

assignnient/transfer will not apply to the extent prohibited by the Noith Dakota
Franchise Investment Law
2 The following is added to the end ot the “Summary” section of Item I7(i),
entitled “Non-competition covenants after the franchise is teiminated oi expires’
Covenants not to compete such as those mentioned above aie geneially

consideied unenfoiceable in the State of North Dakota, howevei, we and you
will enfoicc the covenants to the maximum extent the law allows
3 The following is added to the end ot the “Summaiy” section of Item 17(t),
entitled “Integiation/meigei clause”
Any rcpiescntations oi promises outside the Disclosure Document may not be

cnfoiceabic ,
4 rhe “Summaiy” section ot Item 17(u), enti led ‘Dispute lesolution by aibitiationl
OI mediation” is deleted and leplaced with the following
To the extent lequiied by the Noith Dakota Fraichise Investment Law (unless such!
lequiiement is pieempted by the Fcdeial Arbitiation Act), aibitration will be at a site to
which we and you mutually agiee
5 The “Summaiy” section of Item I7(v), entitled ‘Choice of foium” is deleted

and leplaced with the following
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You musl sue us in Spaitcinbuig South Cciiolinu except that to the extent
lequiied by the Noith Dakota Tianthisc Investment Law you may bung an
action in Noith Dakota
6 The ‘Summai7’ section ot Item I7(w), er titled Choice ot law’ is deleted and
leplaced with the following
Except as otheiwise icquiied by North Dakota aw the laws of the State ot

South Caiolma will apply
RHODE ISLAND
1 The following language is added to the end of the “Summaiy” sections of Item
17(v), entitled “Choice of toium” and 17(w), entitled “Choice ot law”
Section 19-28 1-14 of the Rhode Island Franchise Investment Act provides that
“A provision in a franchise agreement lestricting juiisdiction oi venue to a foium
outside this state oi requiring the application of the laws of anothei state is void
with lespect to a claim otherwise enforceable under this Act ”
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VIRGINIA
1 The following language is added to the end ot the ‘Sunimaiy seel ion ot|
Item 17(c) entitled ‘Teimination by hanchisoi without et use I
Pursuant to Section 13 1-564 of the Viiginia Retail Fianchising Act, it is

unlawful for a ffanchisoi to cancel a fianchise without leasonablc cause If any
giounds foi default oi teimination stated in the Fianchise Agicement oi Multi-
Unit Development Agicement does not constitute ‘Reasonable cause,’ as that
term may be defined in the Viiginia Retail Fianchising Act oi the laws of
Virginia, that provision may not be enfoiceable
WASHJNGTON
The followmg paiagiaph is added at the end of Item 17
If any of the provisions in this Franchise Disclosuie Document, Fianchise

Agreement or Multi-Unit Development Agreement are inconsistent with the
relationship provisions of Revised Code of Washmgton Section 19 100 180 or
any other requirements of the Washington Franchise Investment Protection Act
(the “Act”), the provisions of the Act will prevail over the inconsistent teims of
the Franchise Disclosure Document, Franchise Agi cement oi Multi-Unit
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THE FOLLOWING PAGES IN TH S EXHIBIT ARE
STATE-SPECIFIC RIDERS TO THE
FRANCHISE AGREEM ENT
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RIDER TO THE
FRANCHISE AGREEMENT
FOR USE IN ILLINOIS i
THIS RIDER IS made and cntcied into by and bejtwecn PB FRANCHISING, LLC a
Delawaic limited liability company with our piincipal business addiess at 100 Dunbai Stieet,!
Suite 301, Spaitanburg, South Carolina 29306 (‘^”) anc
having Its pimcipal business addiess at

(‘you”)
BACKGROUND We and you are paities to that ceitain Fianchise Agieement

dated ___ 20 (the “Fianchise Agreement”) This Rider is
annexed to and foims part ot the Franchise Agieement This Ridei is being signed because
(a) any of the offeiing oi sales activity relating to the Franchise Agieement occuried in Illinois
and the Pure Bane Business that you will operate unc er the Fianchise Agreement will be>
located in Illinois, and/or (b) you are domiciled in Illinois
2 ILLINOIS LAW The following paiagraphs aie added to the end of the
Franchise Agieement and supersede any conflicting provisions in the Fianchise Agreement
Illinois law governs the agreements between the parties to this franchise
Section 4 ot the Illinois Franchise Disclosure Act provides that any pi ovision in
a franchise agieement that designates jurisdiction 01 venue outside the State of
Illinois IS void However, a fianchise agreement may provide foi aibitration in a
venue outside of Illinois
Section 41 of the Illinois Franchise Disclosuie Act piovides that any condition,
stipulation, 01 piovision purporting to bind any person acquiiing any franchise to
waive compliance with the Illinois Fianchise Disclosuie Act oi any othei law ot
Illinois is void
(The lemainder ot this page is intent onally left blank |
Puri. B irri.
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IN WITNESS WHEREOF the pailics have executed and dcliveied this Ridei on the
dates noted below to be effective as of the Effective Date of the Tianchise Agi cement
FRANCHISOR FRANCHISEE
P13 FRANCHISING, LLC If an Fndividual
Flint Name Signatiiie

Title Flint Name
If othei than an Individual
Name
Title
Date Date
Pure 1} iiTL
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RIDER TO
FRANCHISE AGREEN ENT
FOR USE IN MARYLAND ;
I
THIS RIDER IS made and entcicd into by and between PB FRANCHISING, LLC aj
Delaware limited liability company with oui piincipal busness addiess at 100 Dunbai Stieet
Suite 301, Spaitanbuig, South Caiolina 29306 (“we”) anc
having Its piincipal business addiess at

(“you”)
BACKGROUND We and you aie parties to that certain Fianchise Agi cement}
dated __________ _____________ , 20______ (the “Fiaichise Agieement”) This Ridci isj
annexed to and foims pait of the Franchise Agi cement This Ridei is being signed because'
(a) you aie domiciled in Maryland, and/oi (b) the Pure 3aiic Business that you will opeiate^
Lindei the Franchise Agi cement will be located in Mainland
2 RELEASES The following is added to tne end of Sections 11 1(h) (“Renewal'

Terms”) and 12 2(j) (“Minimum Conditions of Transfer”) ôf the Franchise Agreement j
Howevei, any release required as a condition of renewal, sale and/oi

assignment/transfei will not apply to any claims or liability arising under the
Maryland Franchise Registration and Disclosure Law
INSOLVENCY The following sentence IS added to the end of Section 14 3

(“Teimination by Us Immediately Upon Notice”) of the Franchise Agreement
Clause 14 3(iii) may not be enforceable undei federal bankiuptcy law (11 U S C
Sections 101 et seq )
4 CONSENT TO JURISDICTION The fc Mowing sentence is added to the end

of Section 15 2 (“Consent to Jurisdiction”) of the Fianchise Agieement
You may bung a lawsuit in Maryland foi claims arising undei the Maryland Fianchise
Registration and Disclosuie Law
5 LIMITATIONS ON CLAIMS AND DAMAGES The following sentence is

added to the end of Section 15 5 (“Limitations on Claims and Damages”) of the Fianchise
Agi cement
You must bung any claims aiising undei the Njlaiyland Fianchise Registiation and i
Disclosuie Law within 3 yeais aftei we giant you a the fianchise
ACKNOWLEDGMENTS The following IS added to the end of the Franchise i

Agieement as new Section 16 17 (under Section 16 “Geneial Piovisions”)
Pine B me
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16 17 AcknowlLdmnenlb All lepicscntiliun^ iquiiing you to assent to a
icleasc estoppel oi vvaivti ol liability aie not intended to noi shall they aet as a
lelease estoppel oi waivci of any liability un du the Maiyland Fianehise
Rcgistiation and Diselosuie Law
IN WITNESS WHEREOF the paities have exeeuted and delivered this Ridei on the
dates noted below, to be effective as of the Effectse Date of the Fianchisc Agreement
PB FRANCHISING, LLC If an Individual
Prmt Name Signatuie

Title Piint Name
If other than an Individual
Name
Title
Date Date
H-2
Pure Li ira
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RJDER TO THE
FRANCHISE AGREEMENT
FOR USE IN MINNESOTA
THIS RIDER IS made and entered into by and between PB FRANCHISING, LLC a
Delawaie limited liability company with oui principal business addiess at 100 Diinbai Stiect, ,
Suite 301, Spaitanbuig, South Caiolina 29306 and
having Its piincipal busint ss addiess at

(‘you”)
BACKGROUND We and you aie paities to that ceitain Fianchise Agieement

dated ___________________ , 20______ (the “Fianchise Agreement”) This Rider is
annexed to and fonns pait oi the Franchise Agieement This Rider is being signed because
(a) the Puie Barre Business that you will opciate undei the Fianchise Agieement will be
located in Mmnesota, and/or (b) any of the ofifeiing or sales activity ielating to the Franchise
Agreement occuiied in Mmnesota
2 NOTIFICATION OF INFRINGEMEN The following sentence is added to

the end of Section 1 6 of the Franchise Agreement
Provided you have complied with all provisions of this Agieement applicable to
the Marks, we will protect your right to use the Marks and will indemnify you
from any loss, cots oi expenses arising out of any claims suits oi demands
regarding youi use of the Maiks in accoi dance with Minn Stat Sec 80C 12,
Subd 1(g)
RENEWAL The following is added to tie end of Section 1 1 of the Fianchise

Agi eement
Howevei, with respect to hanchises governed by Vlinnesota law, we will comply

with Minn Stat Sec 80C 14 Subds 3 4 and 5 which lequiie, except in ceitain
specified cases, that you be given 90 days notice of termination (with 60 days
to cine) and 180 days’ notice of non-ienewal of tiis Agieement
RELEASES The following is added to t le end of Sections 11 1(h) and 12 2(j’

of the Fianchise Agreement
Any release requiied as a condition of lencwal, sale and/oi assignment/tiansfei

will not apply to the extent prohibited by the Minnesota Fianchises Law
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5 REMEDIES QT'iER THAN TERMIN \r50N The lollowing language is
added to the end of Section 14 5 of the fianchise Agiecment
We and you acknowledge that ceitain paits of this piovision might not be
enfoiccable undei Minn Rule Pait 2860 4400(J) Howevci we and you agicc
to cntorce the piovision to the extent the law allows
6 LIQUIDATED DAMAGES The tollovving language is added to the end ot

Section 14 8 of the Fianchise Agicement
We and you acknowledge that ceitain paits ot this piovision might not be
enfoiceable undei Minn Rule Pait 2860 4400J Howevei, we and you agiec to
enfoice the provision to the extent the law allows
CONSENT TO JURISDICTION
7 The bllowing language is added to the end
ot Section 15 2 of the Franchise Agreement
Notwithstanding the foiegoing, Minn Stat Sec 80C21 and Minn Rule 2860 4400(J)
prohibit us, except ui certain specified cases, from requiring litigation to be conducted outside
of Minnesota Nothing in this Agreement will abrogate or reduce any of your lights undei
Minnesota Statutes Chapter 80C or your rights to any procedure, forum or remedies that the
laws of the jurisdiction provide
8 GOVERNING LAW The following statement is added at the end of

Section 15 4 of the Franchise Agi cement
Nothing in this Agi cement will abrogate oi reduc : any of your i ights under Minnesota
Statutes Chapter 80C oi your light to any proceduie, fo urn 01 lemcdies that the laws of the
juiisdiction piovide
LIMITATIONS ON CLAIMS AND DAMAGES The following is added to

the end ot Section 15 5 of the Fianchise Agieement
provided, howevei, that Minnesota law piovides that no action may bt

commenced under Minn Stat Sec 80C 17 moie tian 3 yeais aftci the cause ot
action acciucs
10 WAIVER OF JURY TRIAL It and then only to the extent lequiied by the
Minnesota Fianchises Law, Section 15 6 ot the Fianchise Agreement is deleted
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[N WITNESS WHEREOF Ihc paitics have execiilcd and dclivcied this Ridci on the
dates noted below to be effective as ol the Effective D<: te oi the Fianchise Agieement I
PB FRANCHISING LLC It an Individual
Flint Name SignatLiie

Title Punt Name
Name
Title
Date Date
Pure Bnric
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I 16S from franchimp.com. All the information on this website is published in good faith and for general information purpose only. FranChimp.com does not make any warranties about the completeness, reliability, and
001 001M32U6S/I4U07
RIDER TO THE
FRANCHISE AGREEMENT FOR USE IN THE
STATE OF NEW YORK j
I
THIS RIDER IS made and enteicd into by and between PB FRANCHISING, EEC, a
Delawaie limited liability company with oui piincipal buiiness addiess at 100 Dunbai Stieet
Suite 301, Spaitanbiiig, South Caiolina 29306 (and
having Its principal business addiess at

(“you”)
1 BACKGROUND We and you are parties to that ceitain Fianchise Agreement

dated, (the “Franchise Agreement”) This Ridei is being
signed because (a) you ate domiciled in the State of New York and the Pine Barre Business
that you will opeiate undei the Fianchise Agreement wi 1 be located in New Yoik, and/oi (b)
any of the oflfeiing oi sales activity lelating to the Fianchise Agreement occuiied in New York
RELEASES The following language is added to the end of Sections 11 1(h)

and 12 2(j) of the Franchise Agreement
Notwithstanding the foregoing all rights enjoyed by you and any causes of action
arising ui youi favor from the provisions of Article 33 of the General Business Law
of the State of New York and the regulations issued thereunder shall remain in
force to the extent lequired by the non-waivei provisions of GBL Sections 687 4
and 687 5, as amended
3 TRANSFER OR ASSIGNMENT BY US The following language is added to

the end of Section 12 7 of the Fianchise Agreement
However, to the extent lequiied by applicable law, no transfei will be made

except to an assignee who, in oiii good faith judgment, is willing and able to
assume oui obligations undei this Agieement
4
TERMINATION BY YOU The following language is added to the end of
Section 14 1 of the Fianchise Agreement
You also may teiinmate this Agieement on any grounds available by law undei
the piovisions of Aiticle 33 of the General Business Law of the State of New ,
Yoik
CONSENT TO JURISDICTION The following IS added to the end of

This seetion shall not be consideied a waiver of any light confened upon you by
the piovisions of Article 33 of the New York State Geneial Business Law, as
amended, and the legulations issued theieundei
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GOVERNING LAW The tollowins statement is added at the end of
Section 15 4 ot the Fianchisc Agieement
1 his section shall not be consideied a waivei ot any light conieiied upon you by
the piovisions ot Aiticle 33 ot the New Yoik State Geneial Business Law, as
amended, and the legulations issued thcieundei
7
ENTIRE AGREEMENT The tollowing sentence is added to the end ot
Nothing in this oi in any lelated agreement, howevei, is intended to disclaim the

repiesentations we made in the Disclosure Document that we tliinishcd to you
IN WITNESS WHEREOF, the parties have executed and deliveied this Rider on the
dates noted below, to be effective as of the Effective Date of the Fianchise Agieement
Print Name Signature

Title Print Name
Name
Title
Date Date
H-2
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QO-n franchimp.com. All the information on this website is published in good faith and for general information purpose only. FranChimp.com does not make any warranties about the completeness, reliability, and
231363/143107
RIDER TO THE
FRANCHISE AGREE VIENT
FOR USE IN NORTH E A KOTA
THIS RIDER IS made and enteied into by and between PB FRANCHISING, EEC, a
Delawdie limited liability company with oui piineipal business addiess at 100 Diinbai Stieet,
Suite 301, Spaitanbuig, South Caioluia 29306 (“^”) ar
having its principal business addiess at

(“you”)
BACKGROUND We and you are paities to that certain Fianchise Agieement

dated 20 (the ‘Franchise Agieement”) This Ridei is
annexed to and foims part of the Franchise Agreementj This Ridei is being signed because
(a) you aie a resident ot North Dakota and the Puie Bane Business that you will opeiate
undei the Fianchise Agreement will be located oi opeiated in North Dakota, and/oi (b) any o
the ofteiing oi sales activity i elating to the Franchise Agreement occuried in North Dakota
NON-COMPETITION__ AFTER TRANSFER, TERMINATION OF

EXPIRATION The followmg is added to the end of Section 10 2 of the Franchise
Agreement
Covenants not to compete such as those mentioned above are geneially

considered unenfoiceable in the State of North Dakota, however, we will
enforce the covenants to the maximum extent the law allows
3 REEEASES The following is added to the end of Sections 11 1(h) and 12 2(j)
of the Franchise Agreement
Any release lequiied as a condition ot renewal, sale and/oi assignment/tiansfer

will not apply to the extent prohibited by tie North Dakota Fianchise
Investment Law
4 LIQUIDATED DAMAGES The following language is added to the end of

We and you acknowledge that certain parts of this provision might not be
enforceable undei the North Dakota Franchise In /estment Law Howcvei, we
and you agiee to enfoice the piovision to the exte It the law allows
5 ARBITRATION The fust paiagiaph of Section 15 1 of the Fianchise

Agieement is amended to lead as follows
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Wc and vuu agiec diat ull tontiovusics disputes oi claims between us and oui
aftiliatcs and then icspectivc shiicholdcis olficeis diicelois agents and employees and you
(and yoLii Owncis guaiantois, al-filiatcs and employees) aiising out of oi ielated to
(a) this Agieement oi any othei agieemcnt between you and us
(b) oui lelationship with you,
(c) the scope and validity ot this Agieement 01 any othei agieement between you
and us or any piovision ot any of such agi cements (including, but not limited to,
the validity and scope of the arbitiation obligations undei this Section 15 1
which we and you acknowledge is to be deteimined by an aibitiator, not a
COUlt), 01
(d) any System standaid,
must be submitted tor binding aibitiation, on demand ot either party, to the American
Arbitiation Association The aibitiation pioceedmgs will be conducted by one arbitiator and'
except as this Section otherwise provides, according to the then-current Commercial
Arbitration Rules of the Aineiican Arbitration Association All proceedings will be conducted
at a suitable location chosen by the arbitrator within 5^ miles of our then-current principal
place of business (currently, Spartanbuig, South Caiolina), provided, however, that to the
extent otherwise required by the North Dakota Franchise Investment Law (unless such a
requirement is pieempted by the Federal Arbitiation Act), arbitration shall be held at a site tol
which wc and you mutually agiee All matteis relating to arbitration will be governed by the
Federal Aibitration Act (9 U S C 1 ct seq ) Judgment upon the arbitrators award may be
enteied in any couit ot competent jurisdiction
CONSENT TO JURISDICTION Tht following is added to the end of

Section 15 2 of the Franchise Agieement
Notwithstanding the toiegoing, to the extent ic'quiied by the Noith Dakota

Fianchise Investment Law, and subject to youi arbitiation obligations, you may
bung an action in North Dakota toi claims aiising under the Noith Dakota
Fianchise Investment Law
7
GOVERNING LAW Section 15 4 ot the Fianchise Agieement is deleted and
leplaced with the following
All matters ielating to aibitiation will be governed by the Fedeial Aibitiation

Act (9 U S C §§ 1 et seq ) Except to the cxt|ent governed by the Federal
Aibitiation Act, the United States Tiadcmaik Act ot 1946 (Lanham Act, 15
use Sections 1051 ^ seq ), oi othei United States tedeial law, and except as
othei-wise lequiied by North Dakota law, this Agrpment, the fianchise, and all
claims arising from the lelationship between us anc you will be governed by the
laws of the State of South Caiolina without legard to its conflict of laws i tiles
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LIMITATION ON CLAIMS AND DAMAGES The iollowing is iclded to
the end of Seetion 15 5 ot the Fianehise Agi cement
The statutes of limitations undei Noith Dakota Law applies with lespcU to
claims diising iindet the Noith Dakota franchise nvestment Law
9 ENTIRE AGREEMENT The following sentence is added to the end of

Section 16 4 of the Franchise Agicement
Nothing in this or in any i elated agi cement, howevei is intended to disclaim the
lepresentations we made in the Disclosuie Document that we furnished to you
IN WITNESS WHEREOF, the paities have executed and delivcied this Ridei on the
dates noted below, to be effective as of the Effective Date of the Franchise Agieement ]
Print Name Signatuie ____

Title Print Name
Name
Title
Date Date
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RIDER TO THE
FRANCHISE AGREE MENT
FOR USE IN RHODE ISLAND
I HIS RIDER IS made and cnteied into by and between PB FRANCHISING, LLC,
Delaware limited liability company with oui piincipal business addicss at 100 Dunbai Stieet
Suite 301, Spaitanbiirg, South Caiolina 29306 ( we’) and

(“you”)
1 BACKGROUND We and you aie paities to that ceitain Franchise Agreement

dated ___________________ , 20_______ (the “Franchise Agieement”) This Ridei is
annexed to and forms pait of the Franchise Agreement This Ridei is being signed because (a)
you aie domiciled in Rhode Island and the Puie Bane Busmess that you will opciate under the
Franchise Agieement will be located in Rhode Island, a|nd/oi (b) any of the offeiing oi sales
activity 1 elating to the Franchise Agreement occurred in Ihode Island j
2 CONSENT TO JURISDICTION / GOVERNING LAW The following

language is added to the end of Sections 15 2 and 15 4 of the Franchise Agreement
Section 19-28 1-14 of the Rhode Island Franchise Investment Act provides that
“a provision in a franchise agreement restricting jurisdiction oi venue to a forum
outside this state or requiring the application of the laws of anothei state is void
with lespect to a claim otheiwise enforceable under this act” To the extent
requuêd by applicable law, Rhode Island law wil apply to claims arising undei
the Rliode Island Fianchise Investment Act
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IN WITNESS WHEREOF, ihe paities have e\ ecLited and deliveicd this Ridei on the
dates noted below to be effective as oi the Elective Date of the Fianchise Agicement
PB FRANCHISING, LLC It an Individual
Print Name Signatuie

Title Pi int Name
Name
Title
Date Date
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RIDER TO TtiC
FRANCHISE AGREEIVIENF
FOR USE IN WASHINGTON
THIS RIDER IS made and enteicd into by ind tetween PB FRANCHISING, LLC a
Delawaie limited liability company with oui piincipal business address at 100 Dunbai Stieet
Suite 301, Spartanbuig, South Caiolina 29306 ) and^
having Its piincipal business address at

(“you”)
BACKGROUND We and you aie paities to that certain Franchise Agreement

dated (the “F anchise Agieement”) This Ridei is
annexed to and forms pait ot the Fianchise Agi cement This Rider is being signed because (a)
you aie domiciled ui Washington, and/oi (b) the Puie Bane Business that you will opeiate
under the Franchise Agieement will be located or operated in Washington, and/oi (c) any ot
the ofiteimg oi sales activity relating to the Franchise Agieement occurred in Washington
2 WASHINGTON LAW The foliowuig paragraphs are added to the end of the
Franchise Agreement
In recognition of the requirements o: the Washington Franchise

Investment Protection Act (the “Act”) and the rules and regulations pi omulgated
thereundei, the Franchise Agreement shall be modified as follows
The State ot Washington has a statute, RCW 19 100 180, which might
supersede this Agieement in youi lelationship vv ith us, including the aieas of
termination and lenewal of your franchise Thete might also be couit decisions
which supersede this Agreement in youi relationship with us, including
termination and renewal of youi franchise
In the event of a conflict ot laws, to the extent lequired by the Act the
piovisions of the Act, Chaptei 19 100 RCW, shall pievail
To the extent lequiied by the Act, a lelease oi waivei of rights executed

by you shall not include rights undei the Act, excelpt when executed puisuant to
a negotiated settlement after the Fianchise Agreement is in effect and wheie the
paities aie lepiesented by independent counsel Piovisions such as those which
unieasonably lestiict oi limit the statute ot limitations peiiod for claims undei
the Act, or lights oi lemedies undei the Act, sich as a light to a jury tiial,
might not be enfoiceable
To the extent requited by the Act, tiansfer fees are collectable to the
extent that they leflect oiii leasonable estimate oi actual costs in effecting a
transfei
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In any aibitiation inxo'ving a liandiK’ puichabtd in Washington the
dibitiation site shall be eithei in the State of Washington oi in a place mutually
agiecd upon at the time of the aibitiation oi as cietennined by the aibitialoi
JIN WITNESS WHEREOF, the parties have executed and deliveied this Ridei on the
dates noted below, to be effective as of the Effective Date of the Franchise Agi cement ^
PB FRANCHISING, LEG If an Individual
Punt Name Signature ____

Title Punt Name
By_
Name
Title
Date Date
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THE FOLLOWING PAGES IN THIS EXHIBIT ARE
STATE-SPECIFIC RIDERS TO THE
MLLTI-LNIT DEVELOPMENT AGREEMENT
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RIDER TO THE PB FRA\C USING, LLC
MULTI-UNIT DEVELOPMFN AGREEMENl
FOR USE IN ILLINOIS
T HIS RIDER It. made and enleicd into by and tietween PB FRANCHISING, LLC, a
Delawaie limited liability company with oui pnncipal business addicss at 100 Dunbai Stieet
Suite 301, Spaitanbuig South Caiokna 29306 (‘we”) and
having Its pnncipal business address at

(‘you”)
I BACKGROUND We and you aie paities to that ceitain Multi-Umt

Development Agreement dated , 20__________ (the “Multi-Unit
Development Agreement”) that has been signed concuriently with the signing of this Ridei
This Ridei is annexed to and foims pait of the Multi-Unit Development Agreement This
Rider is being signed because (a) any of the offeiing or sales activity i elating to the Multi-Unit
Development Agicement occuned in Illinois tmd the Puie BaiTc Busmesses that you will
operate and develop under the Multi-Unit Development Agieement will be located in lllmois.
and/or (b) you are domiciled in Illinois
2 ILLINOIS LAW The following paiagra[)hs are added to the end of the Multi-
Unit Development Agreement and supersede any conflicting provisions in the Multi-Unit
Illinois law governs the agreements between the parties to this franchise
Section 4 of the Illinois Fianchisc Disclosuie Act provides that any piovision in
a franchise agieement that designates juiisdiction 01 venue outside the State of
Illinois IS void However, a fianchise agreement n lay piovide foi arbitiation in a
venue outside of Illinois
Section 41 of the Illinois Franchise Disclosure Act piovides that any condition,
stipulation, 01 provision pui porting to bind any pci son acquiiing any franchise to
waive compliance with the Illinois Fianchise Disclosuie Act oi any othei law of
Illinois IS void
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IN WITNESS WHFPEOF tlit pames h c cx|cuited and dclivucd Ihis Ridu on the
dates noted below to be efFective as ol the Eftcctivc Date ol the Multi-Umt Development
Agi eement
PB FRANCHISING, LLC, a Delawaic MULII-DNII DEVELOPER

|Narae|
Name By___
Title _ Name
" Date Title
*(This is the Effective Date) Date
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RIDER rO THE PB FR/\NCHISING, LLC
FOR USE IN MARYLAND
THIS RIDER IS made and entcicd into by and betvvcui PB FRANCHISING, LLC cl
Delawaie limited liability company with oui piincipal business addicss at 100 Diinbai Sheet
Suite 301, Spaitanbuig, South Carolina 29306 () and

(“you”)
I BACKGROUND We and you aie paities to that ceitain Multi-Unit

Development Agreement dated ________________ _______ 20___ (the ‘Multi-Unit
Development Agreement”) that has been signed concurrently with the signing of this Ridei
This Rider is annexed to and foims part of the Multi- Unit Development Agieement This
Ridei IS being signed because (a) you aie domiciled in Maiyland, and/oi (b) the Pure Baird
Businesses that you will operate and develop undei the! Multi-Unit Development Agieement
will be located in Maryland
2 RELEASES The following is added to tie end of Section 6 B(l)(f) (“Tiansfer

By You”) of the Multi-Unit Development Agieement
However, any release required as a condition of lenewal, sale and/oi

assignment/tiansfer will not apply to any claims 01 liability arising undei the
Maryland Fianchise Registiation and Disclosure Law
3 INSOLVENCY The following sentence s added to the end of Section 7 A(4)

(“Events of Tennination”) of the Multi-Umt Development Agieement
This Section 7 A(4) may not be entoiceable u ndei fedeial bankiuptcy law
(11 use Sections 101 et seq )
4 CONSENT TO JURISDICTION The following IS added to the end of

Section 9 C (“Consent to Juiisdiction”) of the Multi-Unit development Agreement ,
You may bung a lawsuit in Maiyland loi claims aiising undei the Maiyland Fianchise
Registiation and Disclosuic Law
5 LIMITATION OF CLAIMS The following sentence is added to the end of '

the fust paragiaph of Section 9 F (“Limitations of Clam s”) of the Multi-Unit Development
Agieement
You must bring any claims aiising undei the Mai yland Fianchise Registiation
and Disclosure law within 3 yeais aftei we giant you a fianchise
PufL Barn,
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168 001 00-1' All the information on this website is published in good faith and for general information purpose only. FranChimp.com does not make any warranties about the completeness, reliability, and
I22-Ij65/U3I07
6 ACkNO^V LFPGMENTS The lollownig is added to the end ot the Mul
Unit Development Agiecment as new Section 10 J (nndei Section 10 ‘Miscellaneous’)
ACKNOWLEDGEMENTS All lepiesentations leqiiiiing yon to assent

to a lelcase estoppel oi waivei ot liability aie not intended to noi shall
they act as a lelease, estoppel oi waiyei ot any liability undci the
Maiyland fianchise Registiation and Disc osuie Law
IN WITNESS WHEREOF, the parties have executed and deliveied this Ridei on the
dates noted below, to be effective as of the Effective Date of the Multi-Unit Development
Agreement
PB FRANCHISING, LLC, a Delaware MULTI-UNIT DEVELOPER

INamel
Name
Title _ Name
*Date
*(This IS the Effective Date)
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116S 001 00-l'-l23-l3<i5/l43l07
RIDER TO THE PB FRANCHISING, LLC
FOR USE IN MINNESOTA
TRIS RIDER IS made and enteicd into by and between PB FRANCHISING, LLC a
Delawaie limited liability company with oui piincipal business addiess at 100 Dunbai Sticet^
Suite 301, Spaitanburg South Caiolina 29306 (“W’) andj_

(“m”)
1 BACKGROUND We and you aie parties to that certain Multi-Unit

Development Agreement dated , 20.__________ (the “Multi-Unit
Development Agreement’) that has been signed concuriently with the signing of this Ridci
This Rider is annexed to and forms part ot the Multi-Unit Development Agreement This
Rider is bemg signed because (a) the Pure Barre Businesses that you will operate and develop
under the Multi-Umt Development Agreement will be located in Minnesota, and/oi (b) any of
the offering or sales activity i elating to the Multi-Unit Development Agreement occurred in
Minnesota
2 TERMINATION OF AGREEMENT The following is added to the end of

Section 7 of the Multi-Unit Development Agreement
However, with respect to franchises governed by Minnesota law, we will comply with
Minn Stat Sec 80C 14, Subds 3, 4 and 5 which requiie, except in certain specified cases,
that you be given 90 days’ notice of teimination (with 60 days to cure) and 180 days’ notice
of non-ienewal of this Agreement
3 RELEASES The following is added to the end of Section 6 B(l)(f) ot the

Multi-Unit Development Agicement
Any release requiied as a condition of lenewal, sale and/or assignment/tiansfei

will not apply to the extent piohibited by the Minnesota Fianchises Law
4 APPLICABLE LAW The following statement is added at the end of

Section 9 B of the Multi-Umt Development Agicement
Nothmg in this Agieement will abiogate oi reduce any of youi lights undei Minnesota!
Statutes Chaptei 80C oi youi light to any pioceduic, fo um 01 lemedies that the laws ot the
juiisdiction piovide
5 CONSENT TO JURISDICTION The following language is added to the end|

of Section 9 C of the Multi-Unit Development Agieement'
Pure B irrt
3015 052016 rOD | T\ 11 - Si iie Addcndi/Ridcis
Noiwithstcinciin^ the foiegomg, Minii Slat Sec S0C2I and Minn Rule 286^0 4400(J)
piohibil us, except in ccitain specified cases fiom lequmng litigation to be conducted outside
of Minnesota Nothing in this Agiecment will abiogate oi leduce any of youi lights undei
Minnesota Statutes Chaptci 80C oi youi lights to any 3ioceduie toium oi lemcdies that the
hws of the jLiiisdiction piovide
WAIVER OF PUNITIVE DAMAGES, JURY TRIAL AND CLASS

ACTION If and then only to the extent leqinied by he Minnesota fianchises law Section
9 D of the Multi-Unit Development Agieement is deletec
7 INJUNCTIVE RELIEF Section 9 ot the Multi-Unit Development

Agreement is deleted and leplaced with the following
Nothing in this Agreement bais eithei party’s right to seek injunctive relief against
conduct that thieatens to injuie oi haim the othei undei customaiy equity rules, including
applicable rules foi obtainmg lestiaming oiders and preliminaiy injunctions You agiee that we
may seek such injunctive lelief You agree that your only lemedy if an injunction is entered
against you will be the dissolution of that injunction, if wan anted, upon due hearing, and you
hereby expressly waive any claim for damages caused by such injunction A court will
determine if a bond is required
8 LIMITATION OF CLAIMS The following is added to the end of the first

paragraph of Section 9 F of the Multi-Unit Development Agreement
provided, however, that Minnesota law piovidcs that no action may be commenced under|
Minn Stat Sec 80C 17 moie than 3 yeais aftei the cans of action acciues
IN WITNESS WHEREOF, the paities have executed and deliveied this Ridei on the
dates noted below, to be effective as of the Effective Dat ; of the Multi-Unit Development
Agreement
PB FRANCHISING, LLC, a Delawaie MUL I-UNIT DEVELOPER

|Namel
By
Name
Title _ Name
■^Date Title
'’(This IS the Effective Date) Date
H-2
1 lire Birru
^l3 0-52016 I DD I T\ II - Slate AdilcnclVRidcrc
R!DER TO THE PB FRANC 4IS1NG, LLC
MULTF UNIT DEVELOPMENT AGREEMENT
FOR USE IN NEW Y ORK
THIS RIDER IS made and cnteied into by and between PB FRANCHISING, LLC, a
Delawaie limited liability company with its piincipal business addiess at 100 Dunbar Sticct'
Spaitanbuig, South Caiolina 29306 (‘we’), and ______________ , whose piincipal
business addiess is (“you”)
I BACKGROUND We and you aie paities to that ceitain Multi-Uni

Development Agreement dated (the ‘Multi-Unit
Development Agi cement”) that has been signed concur ently with this Rider This Ridei is
being signed because (a) you aic domiciled in the Staie of New Yoik and the Pure Banc
Busmesses that you will opeiate and develop undei the Multi-Unit Development Agi cement
will be located in New Yoik, and/oi (b) any of the offering oi sales activity i elating to the
Multi-Unit Development Agreement occurred in New York
RELEASES The following is added to the end of Section 6 B(l)(f) of the

Multi-Unit Development Agi cement
Notwithstanding the toiegoing all rights enjoyed by 'you and any causes of action
aiisvng in youi favor from the provisions of Article 33 of the General Business Law
of the State of New York and the regulations issued thereunder shall remain in
foice to the extent requiied by the non-waiver provisions of GBL Sections 687 4
and 687 5, as amended
3 TRANSFER The following language is added to the end of Section 6 A of the

Howevei to the extent lequiied by applicable law, no tiansfci will be made except to
an assignee who, in oiii good faith judgment, is willing and able to assume oui obligations!
undei this Agieement
4 TERMINATION OF AGREEMENT T le following language is added to the

end of Aiticle 7 of the Multi-Unit Development Agreement
You also may teiminate this Agreement on any giounds available by law undei the
piovisions of Aiticle 33 of the General Business Law of the State of New Yoik
I’urc Barii.
052016 rOD I T\ 11 - State Addend i/Riders
5 APPLICABLE LAW The 1ollo\ statemcnl li. added at the. end o!
Section 9 B o1 the Multi-Unit Development Agieemcnt
This Section shall not be consideicd a waivti of any light confciicd upon you by the
piovisions of Aiticle 33 of the New Yoik Slate Gencnl Business Law, as amended and the
legulations issued theicundei
6 CONSENT TO JURISDICTION T c following is added to the end of

Section 9 C of the Multi-Unit Development Agieement
This section shall not be consideicd a waivei of any lightL confeiicd upon you by the piovisions
of Article 33 of the New York State Geneial Business Law as amended and the legulations
issued theieundei
IN WITNESS WHEREOF, the paities have executed and deliveied this Ridei on the
Agreement
PB FRANCHISING, LLC, a Delaware MLL TI-UNIT DEVELOPER

[Nam
Name
Title _ Name
•^Date Title
‘'(This IS the Effective Date) Date
H-2
Pun. Baire
■3015 052016 rOD | T\ II - Sl iic Adclv.ndj/Ridtrs
This document was downloaded from franchimp.com. All >107
RIDER TO THE PB ERANC USING, LLC
FOR USE IN NORTH DAKOTA
THIS RIDER IS made and enteied into by and between PB FRANCHISING LLC a
Delawaie limited liability company with oui piincipal bilisiness addiess at 100 Dnnbai Stieet
Suite 301, Spartanburg, South Caiolina 29306 (“we”) and

(“you”)
1 BACKGROUND We and you aie parties to that certain Multi-Unit

Development Agreement dated , 20__________ (the Multi-Umt
Development Agieement”) that has been signed concuiilently with the signing ot this Ridei j
This Ridei is annexed to and forms part of the Multi-.Uiiit Development Agreement This
Ridei IS beuig signed beeause (a) you aie a lesident ot North Dakota and the Puie Baire
Businesses that you will opeiate and develop under the Multi-Unit Development Agieement
will be located oi opeiated in North Dakota, and/oi (b) any of the offering oi sales activity|
relatuig to the Multi-Unit Development Agreement occurred in North Dakota '
RELEASES The following is added to the end of Section 6 B( 1 )(f) of the

Multi-Umt Development Agreement
Any release lequired as a condition of renewal, sâle and/or assignment/tiansfer

will not apply to the extent prohibited by the North Dakota Fianehise
Investment Law
3 COVENANT NOT TO COMPETE / NON-SQLICITATLON The following

is added to the end of Section 7 C(l) of the Multi-Unit Development Agieement
Covenants not to compete such as those mentioned above aie geneially consideied
unenfoiceable in the State of North Dakota, howevei, we will entoice the covenants to the
maximum extent the law allows
4 ENFORCEMENT, ARBITRATION Tie fust paiagiaph of Section 9 A of;

the Multi-Unit Development Agieement is amended to lead as follows
ARBITRATION
We and you agiee that all controversies disputes, oi claims between us and oui
affiliates, and oui and then lespective shaieholdeis, ofticeis, diiectois, agents, oi employees,
and you (or youi owneis, guaiantois. Affiliates, oi employees) aiising out of oi ielated to
(1) this Agieement oi any other agieement between you (oi youi
owners) and us (oi oui affiliates),
Pure Barrc
=0l3 032016 TDD I L\ II - Stale Adclcnda/Riclcrs
Ids 001 00-t-1324j<S5/l43l07
(2) oui icLUion->hip with ynu oi
(3) the bcope oi validity ot this Agiecment oi any othci agieement

between you (oi youi owncis) and us (oi oui ahliliatcs) oi any piovision ot any
such agicemcnts (including the validity and scope ot the aibitiation obligation
Lindei this Section 9 A, which we and you ackno[wlcdgc is to be detei mined by
an aibitiatoi, not a couit)
must be submitted foi binding aibitiation, on deman d of cithei paity, to the Ameiican
Aibitiation Association The arbitiation pioceeduigs wi I be conducted by one arbitiatoi and[
except as this Section otherwise provides, accoidmg to the then-cun ent Commeicial
Arbitration Rules of the American Arbitration Association All proceedings will be conducted
at a suitable loeation chosen by the aibitratoi in oi within 50 miles of oui thcn-curient
piincipal place of business (curiently Spaitanbuig, South Caiolina) piovidcd, howevei, that to
the extent otheiwise required by the North Dakota Fianchise Investment Law (unless sueh a
requirement is preempted by the Federal Arbitiation Act), aibitiation shall be held at a site to
which we and you mutually agree All matteis i elating to arbitration will be governed by the
federal Arbitration Act (9 U S C §§ I et seq ) Judgment upon the aibitrator’s awaid may be
entered in any court of competent jurisdiction
5 APPLICABLE LAW Section 9 B of the Multi-Unit Development Agreement^

IS deleted and replaced with the following
This Agreement will be construed and interpieted under the laws of the State of Southi
Carolina, without legard to its conflicts of laws lules, ejxcept to the extent goveined by the'
United States Tiademark Act of 1946 (Lanliam Act, I 5 use Section 1051 et seq) andl
except as othei-wise lequired by North Dakota law
6 CONSENT TO JURISDICTION The following is added to the end of

Section 9 C of the Multi-Unit Development Agieement
Notwithstanding the foregoing, to the extent lequiied by the North Dakota Fianchise
Investment Law, you may bring an action in North Dakota foi claims aiising undei the North
Dakota Fianchise Investment Law
7 WAIVER OF PUNITIVE DAMAGES, JURY TRIAL AND CLASS

ACTION To the extent lequired by the North Dakota Fianchise Investment Law Section
9 D of the Multi-Unit Development Agiecment is deleted
8 LIMITATION OF CLAIMS The following is added to the end ot the first

paiagiaph ot Section 9 F of the Multi-Unit Development Agieement
The statutes of limitations undei North Dakota law apply with lespect to claims aiising undei
the North Dakota Franchise Investment Law
H-2
Pure Biire
2013 052016 TDD | C\ 11 - Stale Addi.nda/Ridcrs
I6S00I 001 from franchimp.com. All the information on this website is published in good faith and for general information purpose only. FranChimp.com does not make any warranties about the completeness, reliability, and
1221163/143107
IN WIINESS WHEREOF the paitie- have ev CLhed end deliveied this Ilidei on the
dates noted below to be cftective as of the Effective Date of the Multi-Unit Development
Agiecmeni
PB FRANCHISING, LLC, a Delawaic MULTI-UNIT DEVELOPER

[Nam
By
Name By.
Title _ Name!
"Date Title
•"(This IS the Effective Date) Date
H-3
1 iri. B irrc
0S2016 TDD I C\ 11 - St III. Addunda/Ridi.rs
RIOrR ro THE PB FRANC RISING, LLC
MULTI UNIT DEVELOPMEN AGREEMENT
FOR USE IN RHODE SLAND
THIS RIDER IS made and enlcied into by and b Aween PB FRANCHISING, LLC a
Delawaie limited liability company with oui piincipal bi siness addiess at 100 Dunbai Street
Suite 301, Spaitanbuig, South Caiolina 29306 (“^”) and
having Its piincipal busine ?s address at

(‘you’)
1 BACKGROUND We and you aie paities to that certain Multi-Unit

Development Agieement dated ________________ ______ 20____ (the ‘Multi-Unit
Development Agreement”) that has been signed concunently with the signing of this Rider
This Rider is annexed to and foims part of the Multi-Umt Development Agreement This
Ridei is being signed because (a) you are domiciled in Rhode Island and the Pure Banc;
Businesses that you will operate and develop under the Multi-Umt Development Agreement
will be located in Rhode Island, and/or (b) any of the offering or sales activity relating to the
Multi-Unit Development Agreement occuiied in Rhode Island '
APPLICABLE LAW / CONSENT TO JURISDICTION The following is

added at the end of Sections 9 B and 9 C of the Multi-Unit Development Agreement
Section 19-28 1-14 of the Rhode Island Franchise| Investment Act provides that
“a provision in a [multi-unit development agreernent] resti icting jurisdiction or
venue to a toium outside this state oi lequiring the application of the laws of
anothei state is void with lespect to a claim othWwise enforceable undei this
act ” To the extent lequiied by applicable law, Rhode Island law will apply to
claims aiising undei the Rhode Island Fianchise Investment Act
IN WITNESS WHEREOF, the parties have exeejuted and deliveied this Ridei on the
Agi eement
PB FRANCHISING, LLC, a Delawaie MUL I-UNIT DEVELOPER

INamdl
Name By_
Title _ Name
” Date Title
“(This IS the Effective Date) Date
Pure b irrc
2015 02016 TDD | r\ 11 - Stale \ddencl i/Rideri
downloaded
001 from franchimp.com. All the information on this website is published in good faith and for general information purpose only. FranChimp.com does not make any warranties about the completeness, reliability, and
00-ri22lj65/l43107
RIDE«? TO THE PB FRANCI USING, LLC
IVIULTMJNIT DEVELOPMENT AGREEMENT
FOR USE IN WASHINGTON
THIS RIDER IS made and cntcicd into by and between PB FRANCHISING, LLC, a
Delawaie limited liability eompany with oiii piineipal business addiess at 100 Dunbai Stieet*,
Suite 301, Spaitanbuig, South Caiolina 29306 (‘we’) and

(“you”)
I BACKGROUND We and you aie paities to that ecitain Multi-Unit

Development Agreement dated , 20___________ (the ‘Multi-Unit
Development Agieement”) that has been signed eoncuiiently with the signing of this Rider
This Ridei is annexed to and forms part of the Multi-Unit Development Agieement This
Ridei is being signed because (a) you are domiciled in Washington, and/oi (b) the Pure Bane
Busuiesses that you will operate and develop under the Multi-Unit Development Agreement
will be located oi operated in Washmgton, and/or (c) any of the offeiuig or sales activity
relatmg to the Multi-Unit Development Agreement occurred in Washington
2 WASHINGTON LAW The following paiagraphs are added to the end of the
In lecognition of the lequiiements of the Washington Franchise

Investment Protection Act (the “Act”) and the rules and legulations piomulgated
thcieundei, the Multi-Unit Development Agreement shall be modified as follows
The State of Washington has a statute, R W 19 100 180, which might

supersede this Agieement in youi lelationship with us, including the aieas of
termination and lenewal of your fianchise Theie might also be eourt decisions
which supersede this Agieement in youi lelationship with us, including
teimination and lenewal of youi fianchise
In the event of a conflict of laws, to the extent lequiied by the Act the
piovisions of the Act Chaptei 19 100 RCW, shall pievail
To the extent lequiied by the Act, a icleasej oi waiver of lights executed

by you shall not include rights undei the Act except when executed puisuant to
a negotiated settlement affei the Multi-Unit Develd|Pment Agreement is in effect
and wheie the paities aie repiesented by independent counsel Piovisions such
as those which unreasonably lestiict oi limit the statute of limitations peiiod foi
claims undei the Act, oi rights oi lemedies undei the Act, such as a light to a
jiiiy tiial, might not be enfoieeable
Pure Biru.
Î> 052016 rOD I fx 11 - Sl lie Addendi/Ridcri
001 00'1'122 All the information on this website is published in good faith and for general information purpose only. FranChimp.com does not make any warranties about the completeness, reliability, and
1365/141107
To ihc extent ie(.|imc'l by the Act iiansici tees aie collectable to the
extent that they icllect oiii leasonable estimate 01 actual costs in eftecting a
tianstci
IN WITNESS WHEREOF the paitics have executed and deliveied this Ridei on thC|
dates noted below, to be ettective as ot the Effective Date of the Multi-Unit Development
Agi cement
PB FRANCHISING, LLC, a Delaware MULTI-UNIT DEVELOPER

[Name|
By.
Name
Title _ Name
•^Date Title
*(This is <the Effective Date) Date
H-2
Puri. Bniri.
20l-S-052Qiri rOD I T\ II -‘SniL AdciLiicI i/Ridcr.
1 downloaded
This document was 168 001 004' -I^4j65/I4
from franchimp.com. Allj 107
EXHIBIT I
CONSENT TO TRANSFER
Pure B irre
I DD I I \ I - Consul! to I r inslei
This document was downloaded from franchimp.com. All:>108the information on this website is published in good faith and for general information purpose only. FranChimp.com does not make any warranties about the completeness, reliability, and
CONSENT IO TRAN bFER
THIS CONSENT TO TRANSFER (this Agic mtnt ) IS made and cnleied \nto as o1
the Effectnc Date by and betv\ccn PB FRANCHISING, EEC a Delawaie limited liabilit)
company ( wc”) \j a |[( you ) \] a |J whose addiess is \| (“Assignee”) and
I
the undeisigned Guaiantois in In tins
this Agieement we, you Assignee and the Guaiantois aie
sometimes lefeired to individually as “Paitj' and togetliei as the Parties 1 he Eileetive Date
IS the date this Agieement is signed b> us as indieated beneath oui signatuie
RECITAES
A You and w'e aie paities to that eeitam Fianchise Agieement dated 1J as it
might have been pieviously amended (as amended the Franchise Agreement ), puisuant to
which you aie authoiized to owm and opeiatc a Puie Bane‘S studio located at [] (tile
Studio )
B Guarantors die the owneis of you and, pursuant to that ceitam Guaianty ot
Peiformance signed concunently with the Fianchise Agreement (the ‘Guaranty’), have agreed
to be personally bound by, and personally liable foi the preach of, each and every piovision in
the Franchise Agreement
C You have advised us that you desire to se 1 to Assignee, who desires to acquire,
all of youi light, title and inteiest m and to the Studio (the ‘Transfer’) j
I
D Under Section 12 1 of the Fianchise A gieement the fianster requires our
consent You, Assignee and the Guarantors have requested oui consent to the Transfer, and we
are willing to giant oui consent on the teims and conditions contained in this Agieement
E Capitalized teims used but not defined m th IS Agieement shall have the meanings
ascribed to them m the Franchise Agieement and GuaianP , as applicable
AGREEMENT
FOR AND IN CONSIDERATION ot the foiegoing Recitals (which die incoipoiattd

and adopted herein), the covenants and agreements contaired in this Agieement and foi other
good and valuable consideiation the receipt and sutficienc;y of which aie acknowdedged, the
Parties agiee as follows
Consent to franstei and Waivei ot Right o1 Fust Refusal You and Assignee
represent that you and they have entered into that ccitain Asset Puichase Agieement m the toim
attached heielo as Exhibit A and the related agieements, puisuant to which you have sold oi wall
sell to Assignee, and Assignee has acquired oi will acquire from you all right, title and interest m
and to the assets of the Studio and the lease for the premises at which the Studio is operated We
hereby consent to the Tianstei and hereby waive our light of fust lelusal undei Section 12 5 ot
the Fianchise Agreement to acquire the interests being tiansfeiicd by you to Assignee as
1
PuiL Barn.
20b 0^2016 I DP I L\ I - Consi.nt lo I r niiki
leflcclctl in ihe As^cl PuiclnjC Ai’iccmenl- niovidcc howcvci such consent is cxmcsslv
contini’cnt upon compIkiiKC with the turns jnd condili )ns set loith in Sections 3 and 4 on oi
betoie the dale of the Uosinsi of the Tianstei ( Closing Date ) which is expected to lake place
no latei than We mav teiminale this Ajrieement and/oi the Assignee Fianchisc
Aaicement if the conditions set foilh in Sections 2 thioiiLfh 4 aic not met oiioi to oi concuiientiv
with the Closm» Date
Teimination ol Youi Fianchise Ameement We and you acknowledge and agiec

that the fianchise Agiecment and except as niovided helow the ielated gQuaianties ol d4e
Guarantors, aie teimmated as ot the Effective Date and you and the Guaiantois shall ha\e no
tuither rights or obligations thereundei except that you a id the Guarantois shall not be icleased
fiom and \ou and they shall perform the following'Closing Date You and Guaiantois
acknowledge that tat the termination does not affect anviobhaations that aiose oi accrued prioi
to the Closing Date and (b) the teimination does not affect or lelease eithei you oi Giiaiantors
horn any obligations that as movided in the agieementsJ suivive teimination ot the agicements
(including for example, the post-termination obligations in Section 10 ol the Franchise
Agreement and the obligations to indemnify with respe'et to claims aiising tiom oi based on
events which occurred prior to termination) Furthei. vbu and Guarantors agree that voii will
each comply with the following obligations which, under the Franchise Agreement and i elated
agreements, are to be pertormed upon or after termination
2 1 you or they-wiH-pay all amounts owed to us undei eithei the Fianchise

Agieement or the related Guaianty prior to the EffectiveClosing Date,
22 letrain from an4y after the Etfective Date, vou and they will notfurthei use
af the Maiks oi hold themvourselves out as a Puie Baire® franchisee oi as an ownei of a
Pure Baire® fianchise oi franchisee except as authliiized undei any other agieement with
23 you and they have letuined all

net heieattei fuithei use oi disclospic M any Confidential Infoimation oi piopiictaiy
inlormation except as permitted under any othei agreement with us, and
I
24 >OLi and they will comply with the plost-tcimination obligations set lorth m
Aiticle 10 of the Fianchise Agieement (¥ewFianchisee Covenants)raF>d, !
2 5 you and they vmII eemply with the provisions of the Fianchise Agieement
that either expiessly oi b> then natuie, suivive termination-of the Fianchise Agieement
(mcluding—u ithout—limitation—the—pest terfflmatiei^—leshnetive—covenants—dispute
lesolution and notice and confidentijlity pioMSions of the Fianchise Agreement)
3 Assignee Fianchise Agieements Assignee shall concuiiently with oi piioi to our

execution ot this Agreement execute oui cuiient tomi ol fianchise agieement and lelated
agieements including that ceitain Amendment No 1 to Fijanchise Agieement attached hcieto as
Exhibit B (collectively the Assignee Franchise Agreement ) which will govern Assignee s
Pure Barn.
032016 1 DD I L\ 1 - ConsLiil to 1 r insiLr
This document was1 downloaded from franchimp.com. All the information on this website is published in good faith and for general information purpose only. FranChimp.com does not make any warranties about the completeness, reliability, and
I6S 001 n0l\l23n7.->/l4.'U0S
Pciymci.l ol lunslei Tee Unclei Sectiun 12^ ol Ih'- fianchisc A"gieemenl \'C
may as a condition ot gianling oui conbcnt to the Tianslei icquiie yon oi Assignee to pavla
tianslci Ice oi In consideiation loi the agieements piovided heiein Assignee
shall pay the lull tiansfci lee to us on execution ol th s Agieemenl Fhc tiansfei (cc is not
lefundablc iindei any ciicumstances
Owneishipol Assiunee Assignee lepicsenls that its owneis aie as lollows
Name of Owner 1 vpe / Rcicentage ot Owneiship
_%
Name of Ov\ner Natui e/P-ercentage Ownership

Name of Owner Natui.e/Peiceitfage Qwneiship
Name of Ovvnei Natuije/Pei centage Ownei ship
Name of Owner Nature/Pe^centage Qwneisbip
6 Our Role You, Guarantois and Assignee acknowledge and agree that you and
they have negotiated the Transtei without involvement by us, that we have not effected oi
airanged the Transfer, and that oui only involvement in the transaction has been for the purpose
of exercising our right ot consent to the Transfer m accorc ance with the Franchise Agreement
7 Notices to You Unless and until changed in accordance with the Assignee
Franchise Agreement, Assignee’s addiess for puiposes o 'notices undei the Assignee Fianchise
Agreement shall be the addiess ot the Studio
8 Acknowledgments ot Franchisee You acknowledge represent and waiTant to us

that you are duly oiganized, validly existing and in good standing under the laws ol the state ot
youi incoipoidtion oi organization, and have full power a id authority to execute this Agreement
and to comply with and be bound by the terms heieot
9 Release ot Us and Related Patties You, Assignee and Guarantor, on behalf o'l
themselves and then lespective cuiient and tormei patents affiliates and subsidiaiies, and then
respective agents spouses, hens, principals attorneys cjwneis officers dnectois, employees,
lepiesentatives piedecessois successors and assigns (co lectively the Releasing Patties ) do
hereby absolutely and nievocablv lelease and dischaige us and oui parents subsidiaries and
affiliates and then respective cuiient and foimei owneis officers dnectois, employees
manageis agents lepiesentativcs piedecessois successo'is and assigns (the ‘RelatedReleased
Parties ) of and from any and all claims obligations debts proceedings demands, causes ol
actions lights to teiinmate and rescind liabilities, losses 'damages and lights of every kind and
natuie whatsoever (collectively Claims ) whether known oi unknown suspected oi
unsuspected at law oi in equity which any of them has, had oi may have from the beginning of
time to the EftectHêClosina Date including without lim tation those arising out ot oi relating
in any way to the Fianchise Agieement the relationship c eated by the Fianchise Agieement oi
the development owneiship oi operation ol the Studio You Assignee and Guaiantois on
behalf ol themselves and on behalf of the other Releasing ’aities furthei covenant not to sue any
Puri. B irrt
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ol Ihe RclatedReleasecI Paities on any ol Ihc Claims i<.L'’scd b^ this Section 9 tuicl waiiant and
lepicscnt that they have not assigned oi othciwisc t^nsleiicd an> Claims leleased b\ this
Section 9
ijf the Sliic/io IS located in Califoiiiia oi // ]oii cue a icsideni of Ca/ifoinici the followiin^ shall
apply)
Waivei ol Statutory Pieseivation Piovisions It is youi intention on your own behalf and
on behalt ol the Releasing Paities fn e\ecuting tt IS lelease that this instiument be and is
a geneial release which shall be elfeclive as a be r to each and eveiy claim demand oi
cause ot action released by you oi the Releasing Paities You lecognizc that you oi tlie
Releasing Parties may ha\e some claim, demand Ol cause ol action against the Released
Parties ot which you he she oi it is totally unawaic and unsuspecting, which you he
she OI It is giving up bv executing this release It is youi intention on your own behalt
and on behalt ot the Releasing Parties m executing this instiument that it will depnv|e
you, him, hei or it ot each such claim demand ol cause ol action and pievent you him,
her or it horn asserting it against the Releasing Ij*arties In furtheiance ot this intention,
you, on youi own behalt and on behalf of the Releasing Parties, expiessly waive any
rights or benefits conferred by the provisions ot|‘ Section 1542 ot the California Civil
Code, which provides as follows
A general release does not extend to claims which the creditoi does not know oi
suspect to exist m his or her tavor at the time ot executing the lelease, which it
known by him or her must have materially aftected his or hei settlement with the
debtor
1 his waivei extends to any othci statute oi common law pimciple ot similai effect m any
applicable jurisdiction including without limitation Cahtomia and oi any othei
jurisdiction m which the Releasing Parties leside
You acknowledge and repiesent that you have consulted with legal counsel bcfoie
executing this release and that you understand its meaning, including the ettect ot Section
1542 ot the California Civil Code and expiessly consent that this lelease shall be given
tull toice and effect accoidmg to each and all of its expiess teims and provisions
including without limitation those relating to the iplease ot unknown and unsuspected
claims demands and causes ot action
(// the Studio IS located in MaiylancI oi if j on ai e a i esident of Maiyland the following shall
apply)
Any general lelease piovided toi heieundei shall not apply to any liability undei the
Maiyland Fianchise Registiation and Disclosuie Law
10 Non-Dispaiagement You, Assignee and Guarantois agree not to dispaiage oi,

othei wise speak or write negati\ely dnectly oi mdiiectly ot us OI the RelatedReleased Parties
the Pine Bane® brand, any othci biand oi seivice-ma ked Ol tiademaiked concept of the
RelatedReleased Parties oi which would subject such Inlands to iidicule scandal lepioach'
4
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0^^2016 I DD I I \ I - Conseni to 11 insler
001 0044^3-^5/14^
scoin 01 indignit) oi which would ntgalivclv iinpcvl oui aiid ihe RelatedRelcased Pailics
goodwill 01 biands
11 Coallictinu Piovisions 11 ihcic is any conflict between the piovisions ol this

Agicement and the piovisions ol the rianchisc Agiecmenl the piovisions ol this Agiecment will
pievail
12 Binding El feet 1 his Agieement inuies to the benefit ol us and oui successois
and assigns and will be binding upon you Assignee Gua antors and then lespective successois
peimitted assigns and legal lepresentatives
13 Miscellaneous
13 1 This Agieement constitutes the en lie undeistanding between the Paities

with lespect to the tiansaction this Agieement con emplates
13 2 Any disputes aiising under this Agi eement shall be subject to and lesolved
in accordance with the provisions oi Article 15 ol the Fianchise Agieement (Dispute
Resolution), which provisions are incorporated hei ein as though copied in then entirety
13 3 Each party shall be lesponsible for the costs and tees associated with the
preparation of this Agreement However, in the event of a dispute arising under this
Agreement, the prevailing party in such dispute shall be entitled to an award of
reasonable attorneys’ fees costs and expert witness fees in accordance with Section 15 8
of the Franchise Agieement
13 4 The captions and headings aie only for convenience ol lefcrence aie not a
part of this Agieement, and will not limit oi construe the provisions to which they appl>|
All reteiences in this Agieement to the singulai usage will be constiued to include the
plural and the masculine and neutei usages to include the othei and the feminine
13 5 fins Agieement may be executed i 1 multiple coLinteipaits, each of whicli

shall be deemed to be an original and all of which taken togethei shall constitute one and
the same agreement This Agieement oi any counteipait may be executed via facsimile
01 electionic tiansmission and any such executed facsimile oi electiomc copy shall be
tieated as an oiiginal
\SiQnatin e nenê follo^
Pure Birrc
2011 032016 I PD I L\ I - ConSLiit 10 rniiblt]
168 001 00lM?3-1..7VI4ri08
IN WIINFSS WHEREOF ihc Poiliej ha,c duh exeuit^d this Agieement as ot the
CIlcLtive Date
PB FRANCHISING, LLC FRANCHISEE
By
Name By _
Its _ Name
Date=" Its _
(■"This IS the Effective Date) Date
ASSIGNEE
By _
Name
Its __
Date
GUARANTORS
[name]
Date
[name]
Date
[name]
Date
Pure Birre
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EXHIBIT A
TO
CONSENT TO TRANSFER
(Asset Puichase Agicement)
A-1
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11 fis 001 oo-i\4-3-j-rc?.vi4sins
EXHIBIT H
TO
CONSENT TO TRANSFER
(Amendmenl No 1 lo Asbignce ridnchise Agiecmcnt)
B-1
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168 001 00-0122 All the information on this website is published in good faith and for general information purpose only. FranChimp.com does not make any warranties about the completeness, reliability, and
I37VI4.3108
AMENDMENT NO 1 TO FRANOJ ISE AGREEMENT
THIS AMENDMENT NO I TO FRANCHISE AGREEMENT (ihc Amendment )

IS nicidc as ol tht Etjective Dak by and belweeii PB FRANCHISING, EEC ( we ) and [
( you’) The Effective Date is the date on which we sign this Amendment as shown beneath oui
signatLiic on the signatiiic page of this Amendment
RECITAES
A We and you aie paities to that certain tianchisc agieement, dated as oi the
Effective Date (the Franchise Agreement ) which governs voui owneiship and opeiation ol r
Puie Bane Studio located at [] (the ‘Studio )
B We and you desiie to entei into this Amenc ment to itvise ceitam piovisions ol
the Franchise Agieement as desciibed heiein
AGREEMENT
FOR AND IN CONSIDERATION of the foregoing Recitals, the covenants set forth
herein and other valuable consideration, receipt and suffici'ency of which are hereby
acknowledged, we and you agree as follows
I
1 Location You purchased the Studio, as an opeiating Studio, from a foimer

Iranchisee The location of the Studio is as shown on Exhibit A to the Fianchise Agieement but
you acknowledge and agiee that the feiritoiy desciibed on Exhibit A to the Fianchisc
Agreement is different than the Teiiitoiy under the foime fianchisec s fianchise agieement foi
the Studio
2 No Initial Fee In connection with oui consent to youi purchase of the Studio
fiom the formei franchisee, the fonuer fianchisee paid a tianslei fee, as lequiied undei its
franchise agieement Iherefoie Section f] ol the Fianchise Agieement (Initial Fee) is
deleted
I
Gland Openina—Siiice the Studio is an existin g-T-ute BrHie-Studio >ou will net be
lequired to conduct a giand opening event-at-tlê Studio unless you choose-to cte so—Fheiefoie
Seekon-7 ‘^l-of t-he Franchise Agi-eeiTient-is deleted
4- -Miscellaneous The Franchise Agieement shall be amended only m the
paiticulais set forth above All othei piovisions of the Franchise Agieement shall continue in
full loice and effect as set foith therein 1 he teims of this Amendment foim an mtegial pait, and
heieby aie incoipointed into and made a pait of the Fianchise Agieement In the event ol a
conflict between the temis contained in the Fianchise Agieement and this Amendment the teims
and conditions of this Amendment shall govern, contiol and supeisede any inconsistent oi
conflicting teims of the Fianchise Agreement This Amend ment may be executed in one oi moic
counteiparts, each of winch will be deemed an oiiginal You acknowledge that this Amendment
will not take effect until accepted and executed by us Sigiiatuies tiansmitted by lax oi scanned
I’lirL Bam.
1 DO I L\ I - ConsLiil lo I r msfu
and emailed shall ha\c Uk saiiK ellecl as oiiginals All eapilalized lums used but not dcHned in
this Amendment shall have the meanings aseiibed to them m the fianehise Agicement
IN WITNESS WHEREOF, )OLi and \vc have sig ned this Amendment on the dates
shown below and made elleetive as ot the Ellcetivc Date
PB FRANCHISING LLC \------
PB FRANCHISING. EEC 1 1
Bv Bv
Name Name
Title Title
Date* Date
r*This IS the Effective Datef
By-
Name Name-
Title- Title- 1
Pate*— Date
(*This IS th^-fitfec-tive Date)
Pure n irrc
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EXHIBIT J
GENERAL RELEASE
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Giant ot rianthisoi Consent and ■’lanchisee Release
I
PB FRANCHISING, LLC (‘we’ ‘us,’ oi ‘oui’ ■) and the undei signed [tianchisee oi
I
multi-unit developei I
(“you’ oi ‘youi”), cuucntly ate parties to a
certain [franchise agreement oi multi-unit developIment agreement] (the [“Fianchise
Agreement” or “Multi-Unit Development Agieement’ ’]) dated , 20
You have asked us to take the following action oi to ,agiee to the following lequest [insert
as appropriate for renewal oi transfer situation]
t
I
I
We have
a general lelease fiom you (and, if applicable, youi owners) as a condition ot taking this action
or agreeing to this request Theiefore, we aie willing to take the action oi agree to the
lequest specified above if you (and, if applicable, youi owners) give us the lelease and
covenant not to sue provided below m this document You (and, if applicable, youi owners)
aie willing to give us the release and covenant not to sue provided below as partial
consideration foi our willingness to take the action or agree to the request described above
1 Geneial Release Consistent with the previous introduction, you, on your own'
behalt and on behalf of youi successors, heirs, executors, administrators, personal
repiesentatives, agents, assigns, partners, owneis, man agers, directors, officers, principals,,
employees, and affiliated entities (collectively, the “Releasing Parties”), hereby forevei release!
and dischaige us and oui current and formei officeis directors, owners, managers, principals,
employees, agents, lepiesentatives, affiliated entities, successors, and assigns (collectively, the
“Released Parties”) from any and all claims, damages (known and unknown), demands, causes
of action, suits, duties, liabilities, and agreements ot any natuie and kind (collectively,
‘Claims”) that you and any of the othei Releasing Parties now has, ever had, or, but foi this
document, hereafter would oi could have against any of the Released Parties, including without
limitation, (1) aiising out of or ielated to the Released Paities obligations under the
[Franchise Agreement or Multi-Unit Development Agreement] or (2) otheiwise aiising
from 01 1 elated to youi and the othei Releasing Paities relationship, from the beginning ot
time to the date of your signatuie below, with any ot the Released Parties You on youi own
behalf and on behalf ot the othei Releasuig Parties, ftiither covenant not to sue any ot the
Released Parties on any of the Claims leleased by this pai agiaph
We also are entitled to a lelease and covenant not to sue fiom youi owners By his.
hci 01 their sepaiate signatuies below, youi owneis likewise giant to us the lelease and
covenant not to sue piovided above
2 Repiesentations and Wairanties You lepiesent and waiiant to us that in

enteiing into this lelease, you (i) aie doing so fieely and vbluntaiily upon the advice of counsel
and business advisoi ot your own choosing (oi declined toi do so, tiee from cocicion, duiess oi
fiaud), (ii) have read and frilly undei stand the teims and scope ot this release (iii) lealize that
1-1
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116S from franchimp.com.
001 001 All the information on this website is published in good faith and for general information purpose only. FranChimp.com does not make any warranties about the completeness, reliability, and
122138S/143I09
It IS final iind coiilIiisivl, and intcn ! it to be final and eonclusivc, as to the niatteis set loith in
this icicase, and (iv) have not assigned, tiansfciicd oi .onveyed to any thud paity all oi any
pait of 01 paitial oi contingent intcicst in any of the Claims which aie called foi to be icicascci
by this iclease, that you aic awaie of no thud paity who contends oi claims otheiwisc, and
that you shall not puipoit to assign tiansfci oi convey any such claim in the futuic i
3 Waivei of Statuloi-y Piesuvation Piovisions If THE STUDIO YOU

OPERATE UNDER THE FRANCHISE AGREEMENT IS LOCATED IN CALIFORNIA OR
IF YOU ARE A RESIDENT OF CALIFORNIA THE FOLLOWING SHALL APPLY It is
youi intention on youi own behalf and on behalf of tf ic Releasing Parties, in executing this
release that this instiument be and is a geneial release w iich shall be effective as a bar to each
and eveiy claim, demand, oi cause of action leleased by you oi the Releasing Parties You
lecognize that you oi the Releasing Paities may have some claim, demand, or cause of action
against the Released Parties of which you he she, oi r IS totally unawaie and unsuspectmg;
which you, he, she, oi it is giving up by executing this lelease It is youi intention, on your
own behalf and on behalf of the Releasing Parties, in executing this instiument that it will
deprive you, him, her, or it of each such claim, demand, oi cause of action and prevent you,
him, hei, or it from asserting it against the Releasing Parties In furtherance of this uitention|
you, on your own behalf and on behalf of the Releasuig Parties, expressly waive any lights oi
benefits conferred by the provisions of Section 1542 of the California Civil Code, whicn
provides as follows
A geneial release does not extend to claims which the creditor does not know oi
suspect to exist in his or her favor at the time of xecuting the lelease, which if known
by him or her must have materially affected his or her settlement with the debtoi
This waivei extends to any other statute oi common law piinciple of similai effect in'
any applicable juiisdiction, including without limitation, Califomia and oi any othei jurisdiction
in which the Releasmg Parties reside I
You acknowledge and lepiesent that you have consulted with legal counsel befoie
executing this release and that you undeistand its meaning, including the effect of Section 1542
of the CalifoiiiH Civil Code, and expiessly consent that tins leleasc shall be given full foice and
effect accoiding to each and all of its expiess teims and provisions, including, without
limitation, those i elating to the lelcase of unknown and unsuspected claims, demands, and
causes of action
4 Miscellaneous
(a) This release cannot be modified, alteied 01 othei wise amended except by an
agieement in writing signed by all of the parties heieto
(b) This release, togethei with the agieements lefcienced in this lelease, constitute
the entue undei standing between and among the parties vith lespect to the subject mattei of
this lelease This lelease supeisedes any piior negotiations and agieements, oial oi wiittcn,
with respect to its subject matter No lepicsentations, waiianties, agreements oi covenants
J-2
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a 052016 FDDICx I - Gcncr il RUc isl
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I6S00I 001'I23 4^SVI4 Allj
I09
have been made wuh ieb|tLa lo Ibis lelease, and in e\ec .iting !his lelease, none ol the paities is
lelying upon any icpicscntalion vvaiianty agiecment oi covenant not set foith in this icleasc
1
(c) 1 his leleasc may be executed in any numl ei of counteipaits each ol which sha'll
be deemed lo be an oiiginal, but all of which togeth :i shall constitute one and the same
instiument Signatuies transmitted via fax oi scanned and c-mailed shall be given the same
toice and effect as oiiginals
(d) This lelease shall be binding upon and inuie to the benefit of the parties to this
lelease and then lespective succcssois and pennitted assigns
(e) Any piovision of this lelease which is piohibitcd, unenfoiccable oi not

authorized in any jurisdiction shall, as to such jui isdictioî, be ineffective to the extent of sucli
prohibition, unenfoiceability oi non-authoiization without invalidating the remaining piovisions
heieof Ol afiFecting the validity, enfoiceability oi legality of such provision in any othei
jurisdiction j
(f) This release shall be governed by and construed in accoi dance with the internal
laws of the State of South Carolina, without reference to conflict of law principles '
If the franchise is located in Maiyland or if you are a res dent of Maryland, the following shall
apply
Any general release provided foi hereunder shall not apply to any liability under
the Maryland Fianchise Registration and Disclosure Law
[Signature page folio 1^5]
J-3
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1168 from franchimp.com. All the information on this website is published in good faith and for general information purpose only. FranChimp.com does not make any warranties about the completeness, reliability, and
001 OO-IU-22-11,S5/I43I09
IN WITNESS WHEIlEOr the paitics have e lus ;cl this mbtiLimcnt to be ciuly exceiitec
PB FRANCHISING, LLC, a Dclawaic limilcd IFRA NCHISEE OR MULTl-UNn

liability company DEV ilLOPERI
(It >ou are a corporation, limited liability

compam, or partnership)
By,
By.
Name
Name
Title
Dated
(It you arc an individual and not a legal
[Signatuic]
[Print Name]
[Signatiiie]
[Punt Name]
J-4
Pure Bdrre
20I-S-0>20I6 TDD | T\ J - General Rticjbe
This document was
I downloaded from franchimp.com. All the information on this website is published in good faith and for general information purpose only. FranChimp.com does not make any warranties about the completeness, reliability, and
168 001 004'1^^383/143109
EXHIBIT K
REPRESENTATIONS AND ACKNOWLEDGMENT STATEMENT
Pun. B irrL
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REPRESENTATIONS AN^ ACKNCV'LEDGMENT STATEMENT
The pm pose ot this Statement is to demons lalc to PB FRANCHISING, EEC

(‘Fianchisot”) that each peison signing below (‘1, ‘ mcT 01 ‘my”), whethei acting individually
01 on behalf of any legal entity established to acquue the imilti-unit development and/o|
fianchise lights (“Franchisee ), (a) fully undeistands that the pill chase of a Puie Bane fianchise
IS a significant long-temi commitment, complete with its associated iisks, and (b) is not lelying
on any statements, repicsentations, pi onuses oi assuianc es that aie not specifically set forth in
Fianchisor’s Franchise Disclosuie Document and Exhibits (collectively the ‘FDD”) in deciding
to purchase the franchise
In that legard, 1 lepiesent to Fianchisoi and acknowledge that
I understand that buying a franchise is not a guaiantcc of s uccess Pui chasing oi INITIAL 1
establishing any business is iisky, and the success oi failure of the tranchisc is subject
to many vaiiables ovei which Fianehisoi has no contiol such a s my skills and abilities 1
(and those of my partners, officcis, employees) the time my a; sociatcs and 1 devote to
the business, competition, interest rates, the economy, inf ation, operation costs,
location, lease terms, the market place gcneially and other economic and business 1
1
factors 1 am aware of and am willing to undertake these bus' ness risks 1 understand 1
that the success or failure of my business will depend primarily upon my efforts and not
1
those of Franchisor 1
I icceivcd a copy of the FDD, including the Franchise Agi cement and Multi-Unit INITIAL
Development Agreement at least 14 calendai days (10 business days in Michigan, New
York and Rhode Island) bcfoic 1 executed the Franchise Agic ement and/or the Multi-
Unit Development Agieement, as applicable I undcistand thiit all ot my lights and
lesponsibihtics and those of Franchisoi in connection with the firanchisc aic set forth in 1
these documents and only in these documents 1 acknowlcdl that 1 have had the
opportunity to personally and caicfully icview these documents and have, in fact, done
so 1 have been advised to have professionals (such as lawyers md accountants) review
the documents foi me and to have them help me understand thIcsc documents 1 have
also been advised to consult with othei franchisees icgaiding tl e iisks associated with
the puichase of the fianchise
1
Neither the Franchisoi nor any of its officcis, employees or agents (including any INITIAL
fianchise brokci) has made a statement, piomisc oi assuiancc to me concerning any
mattci I elated to the fianchise (including those icgaiding idvcitismg, maikcting,
training support scivicc oi assistance provided by Fianchisoi) that is contiary to, oi
different fiom the infoimation contained in the FDD 1
My decision to pin chase the fianchise has not been in fliicnccd by any oial INITIAL
icprcscntalions, assuianccs, wan antics, guaiantccs oi pi onuses ivhatsoever made by the
Fianchisoi oi any of its officcis, employees oi agents (includins5 any franchise biokci)
including as to the likelihood of success of the franchise
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I 16S 001 Q0-l-lj2r>05/143l 10
1 have m idc my own independent dclei minal'jn as to \'hclhu have the capital INITIAL
ncccssaiy to fund the business and my living expenses, paitieii ally dining the stait-iip
phase
SPECIAL REPRESENTAT[QN REGARDING RECEIPT OF FINANCIAL INFORMATION
PLEASE READ THE FOLLOWING QUESTION CAREFULLY THEN SELECT YES OR NO

AND PLACE YOUR INITIALS WHERE INDICATED
Have you icccived any information fiom the Fianchisoi oi any of its ofnccis employees oi agents
(ineluding any franchise biokci) conccining actual avciage, piojcctcd oi ioiccastcd sales, icvcnucs[
income, profits oi cainings of the lianchisc business (including any statement piomisc oi assuiancc
eonccining the likelihood of success) other than infoimation contained in the FDD^
□ Yes □ No (fNSE IT LNlllAL HERE
If you selected “Yes,’ please desciibc the infoimation you lecei ved on the lines below
Prohibited Parties Clause I acknowledge that Franchisor, its employees and its
agents are subject to U S laws that prohibit or restrict (a|) transactions with certain parties, and
(b) the conduct of transactions mvolvmg certain foreign parties These laws include, without'
limitation, US Executive Order 13224, the US Foreign Corrupt Practices Act, the Bank
Seciecy Act, the International Money Laundering Abatement and Anti-terrorism Financing Act,
the Expoit Administiation Act, the Arms Export Contre 1 Act, the U S Patriot Act, and the
International Economic Emeigency Poweis Act, and the regulations issued pursuant to these
and other U S laws As part of the express consideration foi the purchase of the fianchise, I
lepiesent that neither 1 noi any of my employees, agents, or lepiesentatives, noi any othei
pel son 01 entity associated with me, is now, oi has been listed on
1 the U S Treasuiy Department’s List ot Specially Designated Nationals
2 the U S Commeice Department’s Denied Pei sons List Unveiified List, Entity^
List, 01 General Oideis,
3 the U S State Department’s Debaiied List 01 Nonpioliferation Sanctions, oi
4 the Annex to U S Executive Ordei 13224
1 wan ant that neithei 1 noi any ot my employees, agents, oi lepiesentatives, noi any 1
othei pel son oi entity associated with me, is now, or has been (i) a peison oi entity who i
assists, sponsois, oi supports terioiists oi acts of teirorism, oi (ii) is owned or controlled by I
ten ousts oi sponsois of ten oi ism 1 wan ant that 1 am now, and have been, in compliance
with U S anti-money laundeiing and countei-terrorism financing laws and regulations, and that
any flinds provided by me to Fianchisoi were legally obtaned in compliance with these laws
K-2
Pure Bine
2011 052016 rOD j P\ K - Reps ind XckiiowkduiKiil
I6S00I 00N32.1301/I431
from franchimp.com. All the 10
information on this website is published in good faith and for general information purpose only. FranChimp.com does not make any warranties about the completeness, reliability, and
I fuithei co\entint that eilhci noi ciiiy niy winploveL-s agents oi lepiesentativcs’
1101 any othei pci son oi entity associated with me w ill, dm mg the teim ot the Fianchisc
A.gicement become a peison oi entity desciibed above OI othei wise become a taiget ot any
anti-teiioiism law
It the Puie Baiic hanchise that you will puichase is located m Maiyland oi it you aic a
lesidcnt ot Maiyland, the tollowing will apply
The icpiesentations made in this Repiesentations and Acknowledgment I

Statement aie not intended to, noi shall they act as a lelease, estoppels, oi
waivei of any liability undei the Maryland branch se Registiation and Disclosuie
Law
FRANCHISEE
Sign here if you aic taking the franchise as Sign here if you are taking the franchise as
an CORPORATION, LIMITED LIABILITY
INDIVIDUAL(S) COMPANY OR PARTNERSHIP
(Note use these blocks if you are an
individual or a partnership but the
partnership is not a separate legal entity)
Print Name of Legal Entity
Signature Signature
Print Name
Date Punt Name
Title
Date
Signature
Punt Name
Date
Signature
Punt Name
Date
Signature
Punt Name
Date
K-3
Pure 131] tl
:015 052016 rOD I P\ k - Rlps nnd ^cknouIcdîmni
1168 001 001>133'I395/U3II0
EXHIBIT L
RENEWAL ADDENDUM TO FRANC ^1SE AGREEMENT
Pure Baia
201:) 0:*20I6 TDD | P\ L - Renew il Adduidum
RFNEW4L 'xDDCNC'JM TO FRAfNCHISE AGREElVIENr
THIS RENEWAL ADDENDUM TO FRANCHISE AGREEMENT (the

“Addendum”) is made as of the EtTeetive Date by and between PB FRANCHISING, LLC
(‘us’), I1 (‘you ), and | ______________ 1 (‘GuaiantoT) '
The “Effective Date” is the date on which we sign this Addendum as shown beneath oui
signatuie on the signatuic page of this Addendum
RECITALS
A You pieviously enteied into a Franchise Agreement dated []

(the “Original Franchise Agreement”), which governs the owneiship and opeiation of a Puie
BaiTe Studio located at [] (the “Studio”) 1
The Original Fianchise Agreement is set to expiic on [ J, and

puisuant to Section F-l—fF 1 of the Oiiginal Fianchise Agicement, you wish to acquiie a|
successor franchise foi the light to continue to operate tlic Studio
C As required under the Original Franchise jj^gieement, you and we have entered
into that ceitain franchise agreement, dated as of the Effective Date (the “Franchise
Agreement”), which will govern your ownership and operation of the Studio from and aftei
the Effective Date
D We and you desire to amend certain piovisions of the Fianchise Agreement, as

desciibed herein, in lecognition of the fact that the Franchise Agreement is a successor
franchise agi cement and governs the operation of an opciating Studio
AGREEMENT
FOR AND IN CONSIDERATION of the foiegding Recitals, the covenants set foith
herein and othei valuable consideiation, leceipt and sufficiency of which aie hereby
acknowledged, the parties agree as follows
1 Original Franchise Agreement Terminated The paities acknowledge and

agiee that the Original Fianchise Agieemcnt is tciminated 'as of the Effective Date and that the
owneiship and opeiation of the Studio from and aftei the Effective Date will be governed by
and subject to the Fianchise Agi cement
Grant Section 1 1 of the Fianchise Agiee nent is heieby amended by deleting

the last sentence of the section and leplacing it with the following
The ‘Term” is the pciiod of time commencing on the Effective Date and ending
at the close of business on [iivêit the date that is five êclls aftei the beginning
of the lenewal teim]
Purs. Barrc
gQl3-»52016 TDD | P\ L - Ruiku il ^ddulcim11
116S from franchimp.com. All
001 0045/4^2.MQ-l Ullthe information
I I on this website is published in good faith and for general information purpose only. FranChimp.com does not make any warranties about the completeness, reliability, and
No Initial Fee 'ôu pit''loii'^ly paid in initial haneliisL Icc in eonneelion with
the Oiiginal Fianchisc Agieement Iheietoie Section 2 of the Fianchise Agieement (Initial
Fee) IS deleted Flowevei in accoidancc with Section -1-1—t-(j)£ =±1 ot the Oiiginal&
FianchiseI
Agieement, you have paid us a icnewal fee of $5 000 imultaneoLislv with youi execution o)
the Fianchisc Agieement
4 Development ol the Studio Because you have been opeiating the Studio as
an existing business, you and we agiee that the sections ot the Fianchise Agieement that
pel tain to development of the Studio (including sections 3 1 thiough 3 6) aic deemed to have
been satisfied as of the Effective Date
5 Grand Opening Because the Studio is an existing Puie Bane Studio, you wi
not be requiied to conduct a giand opening event at the Location unless you choose to do so
Theiefore, Section 7 4 of the Franchise Agieement is delked
6 Initial Training We and you hereby acknowledge that you have previously
completed the Initial Tiaming as requued undei Section 8 1 of the Fianchise Agreement and
that we have fulfilled oui obligation to provide Initial Tiaining
7 Renewal Term Section 11 1 of the Franc use Agreement is hereby amended by

deleting the phrase, “two successive periods of five (5) 'years each” and replacing it with the,
phrase, “one successive period of five (5) years”
Us Immediately Upon Notige—Seetien- 14-3- of-the 4^ranehisej

Agieement is hereby-amended-by deleting clause (ii) (failure to complete initial tiaining) and by
deleting-elause (xiii) (failure te-4Hnety-develop the StHd-io)-and teplacmg it-with-the-following j
(xw) tail-to timely-satis^ the remodeling obligations described-m-Par-agraph- 9
of-this Addendum
9—Remodeling In accoi dance with Section 11 Ue)r 1 ot the Original
Franchise Agieement, you will complete the lemodeling and renovations of the Studio, at youi
expense, listed on Exhibit A to this Addendum no latei than [ 1 Without
limiting the generality of Section 14 3 of the Franchise Agieement. vou acknowledge and agree
that we are permitted to terminate the Franchise Agreement immediately upon written notice to^
vou if vou fail to timely satisfy the remodeling obligations! desciibed in Exhibit A '
2. 40—Release of Franchisor and Related Parties You and Guaiantoi, on behalf |

of youiselves and youi lespective cunent and toimei parents, affiliates, and subsidiaries and'
then lespective agents, spouses, hens piincipals, attorneys, owners officeis, diicctois, |
employees, repiesentatives, piedecessois, successois, and assigns (collectively, the ‘Releasing
Parties”), do heieby absolutely and iiievocably lelease and dischaige us and oui paients
subsidiaries, and affiliates, and then lespective cunent and foimei owners, officeis, dnectois
employees, manageis, agents lepicsentatives, piedecessois successois, and assigns (the >
“Released Parties”), of and from any and all claims, obligations, debts, proceedings demands,
causes of actions, rights to teiminate and lescind, liabilities, losses, damages and lights of I
eveiy kind and natuie whatsoever (collectively, “Claims”), whether known oi unicnown
suspected oi unsuspected, at law oi in equity, which any of them has, had oi may have, fiom
2
Pme Bam.
20n 052016 FDD | T\ L - ReiiLual Adtluidiim
the beginning ot lime to the Etteetiv-^ Date, including without limitation those aiising out of
01 lelatmg in any way to the Oiiginal Fianchise Agicement the lelationship cicated by the
Onginal Fianchise Agicement oi the development owneiship oi opeiation ot the Studio'
You and Giiaiantoi, on behall ot youiselves and on behalf ol the othci Releasing Paitic^
tiiithei covenant not to sue any of the Released Paities on any of the Claims icleased by this
Section +0£, and warrant and lepiesent that you and they have not assigned oi othci wise
tiansfeiied any Claims icleased by this Section +0£
(// the Studio IS located m Califoinia oi // voii cue a le. ident of Califoinia the following
shall apply)
Waivei of Statutoiy Pieseivation Provisions It IS youi intention, on youi own behalf

and on behalf of the Releasing Paities, in executing this lelease that this instrument be
and IS a general lelease which shall be effective as a bai to each and eveiy claim,
demand, oi cause of action released by you oi the Releasing Paities You lecognize
that you oi the Releasing Paities may have some claim, demand, or cause of action
against the Released Paities of which you, he, she, oi it is totally unawaie and
unsuspecting, which you, he, she, oi it is giving up by executing this lelease It is your
intention, on your own behalf and on behalf of t le Releasing Parties, in executing this
instrument that it will deprive you, him, her, or it of each such claim, demand, oi cause
of action and prevent you, him, her, or it from asserting it agamst the Releasing Parties
In furtherance of this intention, you, on your own behalf and on behalf of the Releasuig
Parties, expressly waive any rights or benefits confeired by the piovisions of Section
1542 of the California Civil Code, which piovides as follows
A general release does not extend to claims which the cieditoi does not know 1
01 suspect to exist in his or hei favoi at th'e time of executing the lelease, whicli
if known by him oi her must have mateiialy affected his oi her settlement with
the debtoi
This waiver extends to any othei statute oi common law piinciple of similai effect in
any applicable juiisdiction, including without limitation California and oi any othci
jurisdiction in which the Releasing Parties reside
You acknowledge and lepiesent that you have consulted with legal counsel befoie
executing this lelease and that you understand Its meaning, including the effect of
Section 1542 of the California Civil Code, and ex Diessly consent that this lelease shall
be given full foice and effect accoiding to each and all of its expiess teims and
piovisions, including, without limitation, those relating to the leleasc ot unknown and
unsuspected claims demands, and causes of action
{If the Studio IS located in Men viand oi if sou cue a lesident of Man land the follos\ing shcill^
appiv)
Any geneial leleasc piovided foi heieundei shall not apply to any liability undei the
Mainland Fianchise Registiation and Disclosuie Law
Pure IJjrre
2-0-1-3 0-'20I6 TDD | F\ L- RenewTl Addendum
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1431 II
MisceHantôu- The Fianchisc Agieement shall bo amended only in the
paitiCLilais set toith above All othci piovisions ot the Fianchisc Agiecmenl shall continue in
full foice and effect as set foith theiein The teims ot this Addendum toim an intcgial pait
and hcieby aic mcoiiDOiated into and made a pait of the Fianchise Agicement In the event 6l
a conflict between the tcims contained in the Fianchis^ Agiecmcnt and this Addendum the
teims and conditions ot this Addendum shall govern, contiol, and supeisede any inconsistent oi
conflicting teims ot the Fianchise Agieement This Addjendum may be signed in counteipaits',
each of which shall be deemed an oiiginal but all of which taken togethei shall constitute one
and the same instiument Signatuie by facsimile oi scanned-and-e-mailed is hereby authoiized
and shall have the same foice and effect as an oiiginal All capitalized teims used but not
defined in this Addendum shall have the meanings asciibed to them in the Fianchise
Agreement
IN WITNESS WHEREOF, you and we have signed this Addendum on the dates shown below
and made effective as of the Effective Date
PB Franchising, LLC {Name of Franclusee\
Print Name Print Name

Title ____ Title
Date* Date
(*This IS the Effective Date )

GUARANTOR
Signature
Print Name
Date
Piiri, BaiTL
2015 OSZOIC) TDD | T\ L - Ruit.« il AdcJLndiim
Exhibit A
to
Renewal Addendum to Fianchiise Agieement
Remodeling and Renovation Reqmiements
Ex-A
Pure Barrt
30-l-> 032016 TDD | C\ L - Renew il Adclencliini
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NEW YORK REPRESEN FA 70NS P\GE
FRANCHISOR REPRESENTS THAT THIS FRANCHISE DISCLOSURE DOCUMEN

DOES NOT KNOWINGLY OMIT ANY MATERIAL FACT OR CONTAIN AN^
UNTRUE STATEMENT OF A MATERIAL FACT
EXHIBIT M
RECEIPTS
Pure Birre
2015 052016 rPD I r\ M-Reeeipis
1I6S00I
This document was downloaded004453444-5/143112
RECEIPT
(OUR COPY)
riiis DislIosuic Douinicnt sumimii/cs ceitim pio\ sions ol <m ridiicii' ngieimciu inti othci uiroini ilion in pi un Linginge
Redd this Disclosuic Documenl ind nil dgiccmciils caielully
II PB Finnehising LLC olleis you i linnUiist. ii must piovicle this Disc osuie Document to >ou 14 cilendii dnvs beloie you
sign n binding agieement with oi make 1 pnyment to the lianchisoi oi m nftiintc m connection with the pioposed (innchist
s lie 01 soonei il requned by applieible stnlc law Undei lowi 1 i\v we ijiiust give you this disclosure document at the eailiei
of oui 1st peisonal meeting oi 14 calendar days before you sign an ngieement with oi make a payment to us oi anjnftilinte
in connection with the pioposed franchise sale Undei New Yoik and Rhode Island law we must provide this Disclosure
Document it the earlier of the I ' personal meeting or 10 business days bjefoie you sign a binding agreement with or make a
payment to, us or an afliltate m connection \Mth the pioposed iTdiichise sale Michigan lequiics that we give vou this
Disclosure Document at least 10 business days before the esecution o any binding franehisc oi other agieement or the
payment of any consideiation whichevei occuis lirst
If PB Franchising, LLC does not deliver this Disclosuie Document on time or if it contains a false oi misleading statement oi
a mateiial omission, a violation of federal law and state law may have occurred and should be repoited to the Federal Trade
Commission Washington D C 20580 and the appropriate state agency identified on Exhibit G
Franchise seller(s) offeiing the fianchise PB Franchising LLC 100 Ipunbii Street Spartanbuig South Carolina 29306,
(864) 594-5712 Also please identify any additional individual franchise sellei who offered you a Pure Bat re franchise in the
space provided below
Name of Fianchise Scllu Q Name ot Franchise Seller

Martha Albergotti Name ot Franchise Seller
PB Franchising LLC PB Franchising LLC
too Diinbdi Street 100 Dunbar Street Principal Business Address
Spartanburg SC 29306 Spartanburg SC 29306
(864) 594 5712 (864) 594 5712
Issuance Date March IS. 2015. as-amended Mnv 7. 2015Annl I 2016
See Exhibit G foi our legistered agents authorized to leceive service of process
I have received a Disclosure Document dated March 18 2015 ns amended May ■2015 Ann I I. 2016. that included the
following Exhibits
Exhibit A Option Agreement Exhibit G Stite Ageiicies/Agents tor Service of Process

Exhibit B Franchise Agreement Exhibit H State Addenda and Agreement Riders
Exhibit C Multi Unit Development Agicenaent Exhibit 1 Consent to Transfer
Exhibit D Financial Statements Exhibit J Gencial Release
Exhibit L List of Franchisees Exhibit K Representations and Acknowledgment Statement
Exhibit F Table of Contents foi Operations Manual Exhibit L Renewal Addendum
Exhibit M Receipts
PROSPECTIVE FRANCHISEE
If a business entity I fan mdi vidua
Name of Business Entity Print Name

By
Its Dited
Print Name (Do not leive blank)
Dated
(Do not leave blank)
Please sign this copy ot the receipt print the date on which you leceived tl iis Diselosuie Document ind return it to PB
I 1 inchismg LLC 100 Dimbai Sued Spaiianbuig SC 29306
Pun. Barn
201; 032016 FDD | F\ M - R^CLipts
I 16S
accuracy 001information.
of this 00-n22IIIVI43l
Any action you take12
RECEIPT
(YOUR COPY)
This DisclosLiie DoL,uincm summaiizts cî ai i p'u iî ms ul ' i'- (’nuthisc iîcemcnt iml uthei iiitoimitioii lii pi ini liiiguage
Reu] this DiscIosliic Douinienl incl ill agietments Liieliillv
II PB Fi inchismg LLC oKtrs you n fnnchist ii mubt piOMcIt ihis Disc osLiic Document to vou 14 caicndai davs bcloie )'ou
sign n binding agieeinent with or niakL i payment to the Innehisoi oi n iflilnlt 111 connection with the pioposcd franchise
sale 01 sooner if required by applicable stale h\v Undu Iowa law w'e mibl gi\e you this disclosuie document at the eailiei
of OLii 1st peisonal meeting oi 14 calendai chvs befoic vou sign in igieenient with or make a payment to us or ani altiintc
111 connection with the proposed Innchise silc Uiidci New York and Rhode Ishnd law w'e must pioiidc this Disclosure
Document at the earliei of the T' peisonal meeting or 10 business days tpeioie you sign i binding agicemuit with or make a
payment to us or an iffiliate m eonnection wath the pioposed franchise sile Michigan lequnes that w'e give'you this
Disclosure Document at least 10 business diys befoie the cxeeutioii of any binding lianehise oi other igieement oi the
payment of any consideration whicheier oeeuis first
If PB Franchising LLC does not delivei this Disclosure Doeunient on tun e or if It contains a Itlst or misleading statement oi
a material omission a violation of fedeial law and state liw may have o ceuried and should be lepoited to the Fedeial Tiadc
Commission Washington D C 20580 and the appropiiatc state agency i Jentified on Exhibit G i
Franchise seller(s) offering the fianchise PB Franchising LLC 100 Dunbai Street Spartanburg South Carolina 29306
(864) 594-5712 Also, please identify any additional individual fianchise sellei who offered you a Pure Bane franchise m the
space provided below
Name ofl-ranchisc Seller Q Name of frmehisc Seller

Martha Albergotti Name of Fianchise Sellci
PB Fianchising LLC PB I ranchising LLC
100 Dunbar Street 100 Dunbai Street Principal Business Address
Spaitanbiirg SC 29306 Spartanburg SC 29306
(864) 594 5712 (864) 594 o7I2
Issuance Date March IS. 204-5- ns amended May 7 2015Annl 1. 2016
See Exhibit G foi our registeied agents authorised to receive seivice of process
I have received a Disclosure Document dated March 18 2015. ns amended-Mnv 7 20-l-5Annl I. 2016. that included the
follow'ing Exhibits
Exhibit A Option Agreement Exhibit G State Agencies/Agents loi Seivice ot Process

Exhibit B Franchise Agreement Exhibit H State Addenda and Agreement Riders
Exhibit C Multi-Unit Development Agreement Exhibit I Consent to Transfer
Exhibit D Financial Statements Exhibit J General Release
Exhibit E List of Franchisees Exhibit K Representations and Acknowledgment Statement
Exhibit F Table of Contents tor Opeiations Manuil Exhibit L Renew'al Addendum
Exhibit M Receipts
PROSPECTIVE FRANCHISEE
If 1 business entity If an mdivid 111
Name of Business Entity Pt int Name

By
Its Dated
Punt Name (Do not leave blank)
Dated
(Do not leave blank)
Puri. Biirc
3»I5 0;20I6 FDD | F\ M - RccLipts
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PB Fiaiichising LLC Qepartmem jnt of

The total investment necessary to begin opeiation ot a Pure Barre studio is

Issuance Date Maich 18 2045 as an^nded Mav 7 2015 Aniil I 2016

MANY FRANCHISE AGREEMENTS DO NOT ALLOW YOU FO RENEW

2 THE FRANCHISE AGREEMENT AND MULTI-UNIT DEVELOPMENT

3 YOU WILL BE OBLIGATED TO GENERATE A CERTAIN MINIMUM GROSS

IT YOU DECIDE fO DEVELOP A SPECIFIC NUMBER OFU^RANGHISES^OU MUST

£ 7-THERE MAY BE OTHER RISKS CONCERNING THIS FRANCHISE

California Apiil 13. 2015. as amended Max 8 20l5Pending

Hawaii March 26 2015. as amended Mav 1-5 2015Pending

Illinois March 19 2015 as amended Mav 8 20I5Apii14 2016

Indiana March 19. 2015. as amended Mav 7- 2015April 4 2016

Maryland March 25. 2015. as amended June l- 2015Pending

Michigan March 18, 2045, as amended May 7, 2015

Minnesota March 23-, 20F5; as amended May f-3; 2015

New York Apiil 2, 2015, as ame-oded July 21, 2015

North Dakota March 2d, 204-5, as amended May 22, 2015

Rhode island March-l-9, 2015, as amended Ma> 8 2015

South Dakota Maich-1-9, 2015, as amended May 7-2015

Mrginia March 19, 2015 as amended May 15, 2015

WashingtonMichigan Apiil20 201-5-as amended lime 1 3MS20\6

New Yoik Pending

Noith Dakota Pending

Rhode Island Pending

South Dakota Aniil4.2016

Wisconsin Maich 18 2015 as amended Mav 7 2015Apii1 1 2016

NIC STAIC or MICHIGAN PROIIIBIIS CERTAIN UNCAIR PROVISIONS THAI ARC

(a) A piohibition on the tight ol a fianchisee to join an association of tianchisees

(g) A piovision which peimits a lianchisoi to i|eluse to peimit a transfei of owaieiship of a

(n) 1 he lact that the proposed tiansfeiee is a competitoi of the fianchisoi oi

Michigan Altoiney GeneiaFs Office

ITEM! 1 HE FRANCHISOR AND ANY PAREN IS PREDECESSORS AND

Exhibit A Option Agieemcnl

Exhibit E List ot Fianchisees

Predecessor and Predecessor’s Affiliates

Paient Company and Affiliates '

Other Franchises Offered bv Affiliates of Oui Parent

CoiePowei Yoga, LLC (“CPY-^rs a Colorado hmited-Iiabilrty whose piincrpal addiess is

1 PEM 2 BUSINESS EXPERIENCE

Eric KuFel Chairman

Michelle Kluz. Chief Executive Officei

Sloan Evans Chief ExeeutiveOperatinu Olficei

Andy Wiight Chief Financial Officei

Robin Hilliard Vice President of Real Estate

Martha Albersotti Vice Piesident ot Franchise Develonment '

Molly Cashman DireetefSarah Meis. Vice Piesident ofMaiketinu J

Elizabeth Shulei Diiectoi ol Opeiations

Rebecca (^BeckvJ Passin Chief Financial OHlcei fFTNS Brands LLC) j

Othei than this action no litigation is lequired to be disclosed m this Item

ITEMS INITIAL FEES

Initial Fianehise Fee

Development Fee ' ,

Development Services Fee

Other Initial Payments

ITEM 6 OTHER FEES

Type of Fee Amount Due Date Remarks i

Subsequent $350-$750 per Before training Initial training is provided to up to 6

Franchise 1 aeereeate ot the Royalties.

and we-are deciding whether to

ITEM 7 ESTIMA FED INITIAL INVES FMENT

YOUR ESTIMATED INITIAL INVESTMENT

Type of Amount Method of When Due To Whom 1

Grand Opening $1,000- Wire Franstei a Foi grand Vendors '

Security Deposits $3,000 As required by As required Vendors and

Insuiance $3,000- As required by As requiied Vendors

Additional Funds $11,000- Vaiiable Variable Vendois