Aira_Fitness 2025 Franchise FAQ - FDD Ninja

Question 1

As of December 31, 2024, how many Aira Fitness franchise locations does Scott Hejna operate in Illinois?

Accepted Answer

| State    | Name             | Phone        | Business           |
|----------|------------------|--------------|--------------------|
|  |  |  | Location |
| Illinois | Scott Hejna | 224-303-6539 | 5101 Washington St. Gurnee, IL 60031 |
| Illinois | Scott Hejna | 224-302-6420 | 34121 US-45 St. 10 Grayslake, IL 60030 |
| Illinois | Scott Hejna | 708-674-9481 | 7407 Hancock Dr. Wonder Lake, IL 60097 |

Source: Item 17 — **RENEWAL, TERMINATION,TRANSFER AND DISPUTE RESOLUTION THE FRANCHISE RELATIONSHIP (FDD pages 48–54)

Question 2

What was the total net change in Aira Fitness outlets (franchised and affiliate-owned) during 2024?

Accepted Answer

| Outlet Type   | Year | Outlets at the Start of the Year | Outlets at the End of the Year | Net Change |
|------------------|------|----------------------------------------|--------------------------------------|------------|
| Franchised       | 2022 | 2                                      | 0                                    | -2         |
|                  | 2023 | 0                                      | 2                                    | +2         |
|                  | 2024 | 2                                      | 10                                   | +8         |
| Affiliate        | 2022 | 6                                      | 8                                    | +2         |
| Owned            | 2023 | 8                                      | 7                                    | -1         |
|                  | 2024 | 7                                      | 6                                    | -1         |
|                  | 2022 | 8                                      | 8                                    | 8          |
| Total | 2023 | 8 | 9 | +1 |
| Outlets |  |  |  |  |
|                  | 2024 | 9                                      | 16                                   | +7         |

Source: Item 20 — **OUTLETS AND FRANCHISEE INFORMATION (FDD pages 56–58)

Question 3

What is the total projected number of new franchised Aira Fitness outlets expected to open in the next fiscal year across all states listed?

Accepted Answer

| State          | Franchise Agreements Signed But Outlet Not Opened | Projected New Franchised Outlets in the Next Fiscal Year | Projected New Company Owned Outlets in the Current Fiscal Year |  |  |  |
|----------------|------------------------------------------------------------|-------------------------------------------------------------------|-------------------------------------------------------------------------|--|--|--|
| California     | 1                                                          | 2                                                                 | 0                                                                       |  |  |  |
| Florida        | 1                                                          | 2                                                                 | 0                                                                       |  |  |  |
| Illinois       | 0                                                          | 1                                                                 | 0                                                                       |  |  |  |
| North Carolina | 1                                                          | 1                                                                 | 0                                                                       |  |  |  |
| Pennsylvania   | 1                                                          | 0                                                                 | 0                                                                       |  |  |  |
| Texas          | 1                                                          | 2                                                                 | 0                                                                       |  |  |  |
| Totals         | 5                                                          | 8                                                                 | 0                                                                       |  |  |  |

Source: Item 20 — **OUTLETS AND FRANCHISEE INFORMATION (FDD pages 56–58)

Question 4

What is the total time commitment in hours and minutes for all listed training programs provided by Aira Fitness?

Accepted Answer

is 9 hours and includes:

| Subject                                  | Hours/Minutes of Virtual Training | Location |
|------------------------------------------|--------------------------------------|----------|
| Getting | 1 Hour | Virtual |
| Started |  |  |
| Leasing | 5 Minutes | Virtual |
| and |  |  |
| Finding |  |  |
| your |  |  |
| Gym |  |  |
![](_page_41_Picture_0.jpeg)

| Lead Generation System    | 8 hours 23 Minutes      | Virtual |
|---------------------------------|-------------------------------|---------|
| Personal | 2 Hours | Virtual |
| Training | 38 |  |
| Academy | Minutes |  |
| Bootcamp | 2 Hours | Virtual |
| Sales | 46 |  |
| Academy | Minutes |  |
| Membership Sales Academy | 11 Minutes | Virtual |
| Gym | 18 | Virtual |
| Assembly | Minutes |  |
| TOTAL | 15 Hours, 21 Minutes |  |
The training is subject to change. The training program will be provided on an as needed basis. The instructional material is the Operations Manual, Handbook, sample advertising, marketing materials, pricing sheets, personal training materials, supplies list, and other reading material. Currently, the instructors for the training program are Alyssa Kathan and Ashley Bell. Alyssa Kathan has been our Co-Vice President of Supportsince December 2022 and has over 2 years of experience in the subjects taught. Ashley Bell has been our Co-Vice President of Support since August 2021 and has over 3 years of experience in the subjects taught. Instructors are subject to change.

You will be responsible for all travel and living expenses incurred by you and any general manager in attending the initial training program.

Periodically, we may offer and may require you to attend additional training programs and we may charge a fee for attending these training programs. You must also pay the travel and living expenses and supply costsfor you and your employees. If youdesignate a newgeneralmanagerafterthe initialtrainingprogram, the new general manager must complete the training to our satisfaction. We reserve the right to charge a fee to train any replacement general manager. In addition, we may hold and require that you or your owner, if you are an entity, and general manager or other designated employees attend, at your expense, any conference, meeting, convention or seminar to present new methods and programsfor operation, training, management, sales or marketing and we reserve the right to charge you a fee to attend any conference, meeting or convention we hold.

Source: Item 11 — Franchisor's Assistance, Advertising, Computer Systems, and Training (FDD pages 38–43)

Question 5

Under what conditions are Aira Fitness franchisees or their owners prohibited from issuing or selling securities?

Accepted Answer

If you are a corporation, limited liability company, partnership or similar entity, you and each of your Owners represents and warrants that your ownership is completely and accurately listed on the Summary Page and that you will provide us with updated ownership information so that at all times the ownership information is current, complete and accurate.

In addition, you represent and warrant that: **(***i***)** you are duly organized, in good standing and authorized to conduct business in your state of incorporation and the state

![](_page_123_Picture_0.jpeg)

where the Aira Fitness Business is located; **(***ii*) you will confine your activities, and your governing documents will at all times provide that your activities are confined, exclusively to operating the Aira Fitness Business or another Aira Fitness Business under a franchise agreement with us; **(***iii***)** all assets used in the operation of the Aira Fitness Business are owned or leased by you; and **(***iv***)** you have and will maintain stop transfer instructions on your records against the transfer of equity securities except in compliance with this Agreement and will only issue securities upon the face of which bear a legend, in a form satisfactory to us, which references the transfer restrictions imposed by this Agreement.

Source: Item 23 — **RECEIPTS (FDD pages 59–254)

Question 6

According to the Aira Fitness FDD, if the franchisee is a corporation, does 'you' include the franchisee's owners?

Accepted Answer

To simplify the language in this disclosure document, "we" or "us" means Aira Fitness Franchising LLC, the franchisor. "You" means the person or entity that buys the franchise. If the franchisee is a corporation, partnership or other entity, "you" includes the franchisee's owners unless otherwise stated.

Source: Item 1 — **THE FRANCHISOR AND ANY PARENTS, PREDECESSORS AND AFFILIATES (FDD pages 12–14)

Question 7

According to the Aira Fitness Franchise Agreement, what determines the initial training requirements for owners and managers under subsequent Franchise Agreements?

Accepted Answer

If any individual who is an Owner dies or becomes disabled or incapacitated and the decedent's or disabled or incapacitated person's heir or successor-in-interest wishes to continue as an Owner, such person or entity must apply for our consent under Section 12.B, comply with the training requirements of Section 7.B, pay the transfer fee, if applicable, under Section 12.C, and satisfy the transfer conditions under Section 12.C, as in any other case of a proposed transfer, all within one hundred eighty (180) days of the death or event of disability or incapacity.

During any transition period to an heir or successor-in-interest, the Aira Fitness Business still must be operated in accordance with the terms and conditions of this Agreement.

Source: Item 23 — **RECEIPTS (FDD pages 59–254)

Question 8

According to the Aira Fitness Franchising LLC Addendum for Indiana, what aspects of the Multi-Unit Development Agreement does Chapter 2.5, Sections 1 through 51 of the Indiana Code supersede?

Accepted Answer

ELOPMENT AGREEMENT FOR THE STATE OF INDIANA

| This Addendum is to Multi-Unit Developmen LLC and                                                                                                                                                                                                                                                                                                                                                                                               | t Agreement dated, 20between Aira Fitness Franchising _(Franchisee) to amend said Agreement as follows:                         |  |  |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------|--|--|
|  | , Chapter 2.5, Sections 1 through 51 of the Indiana Code, supersedes greement if such provisions are in conflict with that law. |  |  |
| No statement, questionnaire or acknowledgement signed or agreed to by a franchisee in connection with the commencement of the franchise relationship shall have the effect of: (i) waiving any claims under any applicable state franchise law, including fraud in the inducement, or (ii) disclaiming reliance on behalf of the Franchisor. This provision supersedes any other term of any document executed in connection with the franchise | hereby acknowledges having read this Addendum, understands and consents it shall become as of the date below each signature.

Source: Item 17 — **RENEWAL, TERMINATION,TRANSFER AND DISPUTE RESOLUTION THE FRANCHISE RELATIONSHIP (FDD pages 48–54)

Question 9

According to the Aira Fitness Franchising, LLC addendum for Virginia, what payments must be deferred until pre-opening obligations are completed?

Accepted Answer

The Virginial State Corporate Commission's Division of Securities and Retail Franchising requires us to defer payment of the initial franchise fee and other initial payments owned by franchisees to the franchisor until the franchisor has completed its pre-opening obligations under the franchise agreement.

Source: Item 17 — **RENEWAL, TERMINATION,TRANSFER AND DISPUTE RESOLUTION THE FRANCHISE RELATIONSHIP (FDD pages 48–54)

Question 10

According to the Illinois Addendum, when will the payment of the initial franchise fee be due for an Aira Fitness franchise in Illinois?

Accepted Answer

## AIRA FITNESS FRANCHISING LLC ADDENDUM TO FRANCHISE DISCLOSURE DOCUMENT FOR THE STATE OF ILLINOIS

Payment of Initial Franchise/Development Fees will be deferred until Franchisor has met its initial obligations to franchisee, and franchisee has commenced doing business. This financial assurance requirement was imposed by the Office of the Illinois Attorney General due to Franchisor's financial condition.

Source: Item 17 — **RENEWAL, TERMINATION,TRANSFER AND DISPUTE RESOLUTION THE FRANCHISE RELATIONSHIP (FDD pages 48–54)

Question 11

What does the Aira Fitness addendum for Virginia state regarding the franchisor's ability to cancel a franchise?

Accepted Answer

The following statements are added to Item 17.h.:

Under Section 13.1-564 of the Virginia Retail Franchising Act, it is unlawful for a franchisor to cancel a franchise without reasonable cause. If any grounds for default or termination stated in the franchise agreement does not constitute "reasonable cause, "as that term may be defined in the Virginia Retail Franchising Act or the laws of Virginia, that provision may not be enforceable."

Source: Item 17 — **RENEWAL, TERMINATION,TRANSFER AND DISPUTE RESOLUTION THE FRANCHISE RELATIONSHIP (FDD pages 48–54)

Question 12

Does the Aira Fitness agreement specify that the developer's sole remedy is in the event of the entry of any?

Accepted Answer

petition for bankruptcy or insolvency filed by you;

Source: Item 23 — **RECEIPTS (FDD pages 59–254)

Question 13

What agreements might a proposed Aira Fitness assignee be required to execute?

Accepted Answer

e obligated to guarantee the performance under this Agreement until the final close of the installment sale or the termination of such interest, as the case may be.
- 6. Consent to Transfer; General Release. You, each Owner and each guarantor must execute all transfer documents that we require and in the form we designate, which documents will include a general release
![](_page_112_Picture_0.jpeg)

of all claims arising out of or relating to this Agreement, your Aira Fitness Business or the parties' business relationship; provided, however, that the release will not be inconsistent with any state law regulating franchising.

- 7. Training. The transferee must, at your or the transferee's expense, comply with the training requirements of Section 7.B.
- 8. Financial Reports and Data.

Source: Item 23 — **RECEIPTS (FDD pages 59–254)

Question 14

Besides the parties involved, whose written consent is required for any modification to the terms of the Aira Fitness lease addendum to be valid?

Accepted Answer

- 6. Modification. No amendment or variation of the terms of this Addendum is valid unless made in writing and signed by the parties and the parties have obtained Aira Fitness's written consent.

Source: Item 23 — **RECEIPTS (FDD pages 59–254)

Question 15

Is bootcamp and personal training services required at Aira Fitness Fitness Center locations?

Accepted Answer

If your Aira Fitness Business is operated from a Fitness Center, we require you to offer bootcamp and personal training servicesto your members. If your Aira Fitness Businessis operated from a Pod, we do not require you to offer bootcamp and personal training servicesto your members.

Source: Item 1 — **THE FRANCHISOR AND ANY PARENTS, PREDECESSORS AND AFFILIATES (FDD pages 12–14)

Question 16

Is bootcamp and personal training services required at Aira Fitness Pod locations?

Accepted Answer

If your Aira Fitness Business is operated from a Fitness Center, we require you to offer bootcamp and personal training servicesto your members. If your Aira Fitness Businessis operated from a Pod, we do not require you to offer bootcamp and personal training servicesto your members.

Source: Item 1 — **THE FRANCHISOR AND ANY PARENTS, PREDECESSORS AND AFFILIATES (FDD pages 12–14)

Question 17

For Aira Fitness Businesses operating from Pods, does the Lease Addendum apply to land instead of premises?

Accepted Answer

: (i) RECEIPT OF THE PURCHASED EQUIPMENT, (ii) THAT FRANCHISEE HAS HAD THE OPPORTUNITY TO INSPECT THE CONDITION OF THE PURCHASED EQUIPMENT, AND (iii) FRANCHISEE ACCEPTS THE CONDITION OF THE EQUIPMENT AS DELIVERED ON:

| Date:        |
|--------------|
| Franchisee:  |
| By:          |
| (Print Name) |
![](_page_198_Picture_0.jpeg)

#### **EXHIBIT 1 TO PURCHASE AGREEMENT**

**Pod Specifications**
![](_page_199_Picture_0.jpeg)

### *EXHIBIT I* **POD PACKAGE LEASE**
![](_page_200_Picture_0.jpeg)

#### **POD LEASE AGREEMENT**

| THIS LEASE Premises"). | AGREEMENT (the "Agreement") is made on the day of, 20, (the "Effective Date") by and between Pure Gym Equipment LLC, an Illinois limited liability company ("Franchisor's Affiliate") and, a, (hereinafter called "You" or "Franchisee") for the lease of Pod (as hereinafter defined) Aira Fitness franchise business located at ("Business | for Franchisee's                                                                                     |
|---------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------|
|  | WITNESSETH |  |
| Affiliate | WHEREAS, Franchisee is in the business of leasing and selling fitness equipment buildings ("Pods") to Aira Fitness franchisees; WHEREAS, Franchisee is leasing from Franchisor's Affiliate and Franchisor's Affiliate is leasing to Franchisee a Pod on the terms described in this Agreement. NOW THEREFORE, intending to be legally bound, the parties agree as follows: Basic Lease Terms. | owns and operates an Aira Fitness franchise business and Franchisor's and pre-fabricated modular |
| (a) | Franchisor's Affiliate's Address for Notice: | Pure Gym Equipment LLC 521 S. Jade Lane Round Lake, IL 60073 Attn: Mike Bell |
|  | With a copy of all notices going to: (Franchisor's Affiliate) | Huck Bouma PC 1755 S. Naperville Rd., Ste. 200 Wheaton, IL 60189 Attn: Alissa Carter Verson |
| (b) | Franchisee's Address for Notice: With a copy of all notices going to: (Franchisee): |  |
| (c) | Concurrently with the execution of this Agreement a material inducement of Franchisor's Affiliate's obligations under this Agreement, , who is Franchisee ("Guarantor"), shall execute and shall deliver to Franchisor's Affiliate a Guaranty in the form attached hereto as Schedule 2, guaranteeing Franchisee's full performance under this Agreement.

Source: Item 23 — **RECEIPTS (FDD pages 59–254)

Question 18

Can an Aira Fitness Center be developed and opened earlier than the date set forth in the Development Schedule?

Accepted Answer

| notwithstanding any provision to the contrary contained in any Franchise Agreement. However, we will credit Six Thousand Dollars (\$6,000.00) of the Development Fee against the Initial Franchise Fee for each additional Franchise Agreement for a Aira Fitness Center executed pursuant to, and in accordance with, this Development Agreement.                                                                                                                                                                                                                                                                                                                                                                                              |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Pursuant to the above paragraph and the Development Schedule, the Development Fee under this |
| Agreement is Dollars (\$). |
| 2.3 |
| A separate Franchise Agreement shall be executed for each additional Aira Fitness Center. |
| Upon the execution of each Franchise Agreement, the terms and conditions of such Franchise Agreement |
| shall control the establishment and operation of such Aira Fitness Center. |
| 3. |
| DEVELOPMENT OBLIGATIONS |
| 3.1 |
| The terms and conditions of this Agreement are contingent upon you being in full compliance |
| with the Development Schedule. |
| In addition, you must at all times after the opening of each Aira Fitness |
| Center |
| continuously maintain in operation pursuant to each Franchise Agreement at least the number of Aira |
| Fitness Centers set forth in the Development Schedule, and your Owners must at all times own a majority |
| control over the entity that owns each Aira Fitness |
| franchise developed hereunder. You may develop and |
| open any Aira Fitness Center |
| earlier than the date set forth in the Development Schedule as long as you do so |
| in compliance with this Agreement and the applicable Franchise Agreement. |
| 3.2 |
| You must develop each Aira Fitness Center |
| in the following manner: |
| (a) |
| By giving us written notice of your intention to begin development of the next Aira |
| Fitness Center |
| at least thirty (30) days before the execution of the Franchise Agreement for the applicable |
| center; |
| (b) |
| By submitting to us a description of the proposed site, together with a letter of intent |
| in a form approved by us or other evidence satisfactory to us which confirms your favorable prospects for |
| obtaining the proposed site; |
| (c) |
| By executing the then-current form of the Franchise Agreement for the applicable |
| center at the approved site and complying with its terms. We acknowledge that the franchisee for each |
| Franchise Agreement may be a separate entity owned by your Owners. |

Source: Item 23 — **RECEIPTS (FDD pages 59–254)

Question 19

What is the condition for Franchisee's obligations under the lease agreement for the Aira Fitness franchise?

Accepted Answer

| THIS LEASE Premises"). | AGREEMENT (the "Agreement") is made on the day of, 20, (the "Effective Date") by and between Pure Gym Equipment LLC, an Illinois limited liability company ("Franchisor's Affiliate") and, a, (hereinafter called "You" or "Franchisee") for the lease of Pod (as hereinafter defined) Aira Fitness franchise business located at ("Business | for Franchisee's                                                                                     |
|---------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------|
|  | WITNESSETH |  |
| Affiliate | WHEREAS, Franchisee is in the business of leasing and selling fitness equipment buildings ("Pods") to Aira Fitness franchisees; WHEREAS, Franchisee is leasing from Franchisor's Affiliate and Franchisor's Affiliate is leasing to Franchisee a Pod on the terms described in this Agreement. NOW THEREFORE, intending to be legally bound, the parties agree as follows: Basic Lease Terms. | owns and operates an Aira Fitness franchise business and Franchisor's and pre-fabricated modular |
| (a) | Franchisor's Affiliate's Address for Notice: | Pure Gym Equipment LLC 521 S. Jade Lane Round Lake, IL 60073 Attn: Mike Bell |
|  | With a copy of all notices going to: (Franchisor's Affiliate) | Huck Bouma PC 1755 S. Naperville Rd., Ste. 200 Wheaton, IL 60189 Attn: Alissa Carter Verson |
| (b) | Franchisee's Address for Notice: With a copy of all notices going to: (Franchisee): |  |
| (c) | Concurrently with the execution of this Agreement a material inducement of Franchisor's Affiliate's obligations under this Agreement, , who is Franchisee ("Guarantor"), shall execute and shall deliver to Franchisor's Affiliate a Guaranty in the form attached hereto as Schedule 2, guaranteeing Franchisee's full performance under this Agreement. | by Franchisee, as a condition of and currently  of |

Source: Item 23 — **RECEIPTS (FDD pages 59–254)

Question 20

What is the condition regarding the Franchisor's obligation to mediate claims related to the Aira Fitness franchise?

Accepted Answer

Except as qualified below, any dispute between you and us and any of our or your affiliates, officers, directors, shareholders, members, guarantors, employees or owners arising under, out of, in connection with or in relation to this Agreement, any lease for the Aira Fitness Business or Authorized Location, the parties' relationship, the Aira Fitness Business, our Standards, or the scope or validity of the arbitration obligations under this Section must be submitted to binding arbitration under the authority of the Federal Arbitration Act and must be arbitrated in accordance with the then-current rules and procedures and under the auspices of the American Arbitration Association ("AAA"). Any arbitration must be on an individual basis, and not as part of a consolidated, common, or class action, and you and/or your Owners waive any right to proceed on a consolidated, common, or class basis. Multiparty arbitration is specifically excluded, and the parties and the arbitrator will have no authority or power to proceed with any claim as a class action or otherwise to join or consolidate any claim with any claim or other proceeding involving third parties. In the event a court or arbitrator determines that this exclusion of multiparty arbitration (including class arbitration) is unenforceable, then this entire commitment to arbitrate will be null and void and the parties must submit all claims to the jurisdiction of the courts. Arbitration shall take place in the Chicago, Illinois metropolitan area. The arbitrators must follow the law and not disregard the terms of this Agreement. Any arbitrator must have at least five years' experience in franchising or in franchise law.

Any unappealed decision of the arbitrator(s) will be final and binding on all parties to the dispute; however, the arbitrator(s) shall have no authority to: *(i)* stay the effectiveness of any pending termination of this Agreement; *(ii)* assess punitive or exemplary damages; *(iii)* certify a class or consolidate an action, or *(iv)* make any award which extends, modifies or suspends any lawful term of this Agreement or any reasonable standard of business performance that we set. A judgment may be entered upon the arbitration award by any court of competent jurisdiction.

Source: Item 23 — **RECEIPTS (FDD pages 59–254)

Question 21

What is the condition for the second Aira Fitness franchise agreement to have a reduced initial franchise fee?

Accepted Answer

s Agreement is not a Franchise Agreement, and you shall have no right to use in any manner the System or the Marks by virtue of entering into this Agreement.
- 1.5 Developer shall have no right under this Agreement to license others to operate a business or use the System or the Marks.

#### **2. FEES**

2.1 Concurrent with the execution of this Agreement, you must execute a Franchise Agreement for the first Aira Fitness Center to be developed and pay the initial franchise fee of Thirty Thousand Dollars (\$30,000.00) due under said Franchise Agreement. The initial franchise fee for the second Franchise Agreements sh

Source: Item 23 — **RECEIPTS (FDD pages 59–254)

Question 22

What is the condition for the third or more Aira Fitness franchise agreements to have a reduced initial franchise fee?

Accepted Answer

under said Franchise Agreement. The initial franchise fee for the second Franchise Agreements shall be Ten Thousand Dollars (\$10,000.00) on the condition that, at the time you sign any additional Franchise Agreement under this Agreement, you are currently in compliance with the Development Schedule. The initial franchise fee for the third or other multiple Franchise Agreements above two shall be

| AIRA FITNESS        |       |                    |
|---------------------|-------|--------------------|
| MUDA 2025           | - 2 - |                    |
| FRANCHISOR INITIALS |       | DEVELOPER INITIALS |
![](_page_144_Picture_0.jpeg)

Eight Thousand Dollars (\$8,000.00) on the condition that, at the time you sign any additional Franchise A

Source: Item 23 — **RECEIPTS (FDD pages 59–254)

Question 23

What conditions must an Aira Fitness franchisee meet to exercise the purchase option for the leased equipment?

Accepted Answer

If you choose to purchase the fitness equipment, at the end of each three year period, you may offer your old equipment to anyone, but we have the right of first refusal to buy the equipment on the same terms and conditions as any potential buyer.

You must give us seven (7) days' written notice of any potential sale of your old equipment and a reasonable opportunity to match any offer you have that you intend to accept.

We are under no obligation to actually exercise our right of first refusal.

If you choose to lease the fitness equipment, at the end of each three year period, you must return the old equipment to the designated or approved supplier of the fitness equipment or otherwise per the terms of the equipment lease, which designated or approved supplier may be us or our affiliate.

You must then enter into a purchase agreement or lease for replacement equipment with a designated or approved, which may be us or our affiliate.

Source: Item 23 — **RECEIPTS (FDD pages 59–254)

Question 24

What are the conditions for an Aira Fitness franchisee to renew or extend their franchise agreement?

Accepted Answer

#### EXHIBIT J

#### STATE SPECIFIC ADDENDA TO FDD

Some administrators of franchise registration states may require us to include an addendum to the Aira Fitness Franchise Disclosure Document describing certain state laws or regulations which may supersede the Franchise Disclosure Document. If you are in a registration state which requires an addendum to the Franchise Disclosure Document, it will follow this page.
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#### AIRA FITNESS FRANCHISING, LLC ADDENDUM TO THE DISCLOSURE DOCUMENT FOR THE STATE OF HAWAII

The Aira Fitness Franchising, LLC Disclosure Document for use in the State of Hawaii is modified in accordance with the following:

1. For Hawaii franchisees, the conditions under which the franchise can be terminated and rights upon nonrenewal may be affected by Hawaii Revised Statutes, Section 482E-6.
![](_page_220_Picture_0.jpeg)

## AIRA FITNESS FRANCHISING LLC ADDENDUM TO FRANCHISE DISCLOSURE DOCUMENT FOR THE STATE OF ILLINOIS

Payment of Initial Franchise/Development Fees will be deferred until Franchisor has met its initial obligations to franchisee, and franchisee has commenced doing business. This financial assurance requirement was imposed by the Office of the Illinois Attorney General due to Franchisor's financial condition.

Illinois law governs the Franchise Agreement and Multi-Unit Development Agreement. In conformance with Section 4 of the Illinois Franchise Disclosure Act, any provision in a franchise agreement that designates jurisdiction and venue in a forum outside of the State of Illinois is void. However, a franchise agreement may provide for arbitration to take place outside of Illinois.

Your rights upon Termination and Non-Renewal of an agreement are set forth in sections 19 and 20 of the Illinois Franchise Disclosure Act.

In conformance with section 41 of the Illinois Franchise Disclosure Act, any condition, stipulation or provision purporting to bind any person acquiring any franchise to waive compliance with the Illinois Franchise Disclosure Act or any other law of Illinois is void.

Source: Item 17 — **RENEWAL, TERMINATION,TRANSFER AND DISPUTE RESOLUTION THE FRANCHISE RELATIONSHIP (FDD pages 48–54)

Question 25

What conditions must be met for an Aira Fitness franchisee to be required to be open 24 hours a day?

Accepted Answer

If permitted by state and local law, you must be open for business every day of the week for 24 hours.

In limited cases, we may allow your Aira Fitness Business to not be accessible 24 hours a day. However, if your Aira Fitness Business is operated from a Pod, you will be required to provide 24/7 member access in all circumstances.

Source: Item 16 — **RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL (FDD pages 47–48)

Question 26

What are the conditions regarding compliance and good standing required to renew an Aira Fitness franchise agreement?

Accepted Answer

renew your license for unlimited renewal terms (each renewal term is 10 years), provided that with respect to each renewal you have met each of the following conditions:
  - *(i)* you have given us written notice of your decision to renew at least six months but not more than 12 months prior to the end of the expiring term;
  - *(ii)* you sign, at our option, either (a) our then-current form of franchise agreement, the terms and conditions of which may be materially different than the terms and conditions of our current franchise agreement and may reflect, among other things, different fees and advertising obligations and a modified Designated Area or (b) a document extending for the duration of the renewal term, all the covenants, conditions and provisions contained in this Agreement;
  - *(iii)* you have complied with the provisions of Section 5.F regarding modernization and have agreed, in writing, to make such capital expenditures necessary to refurbish, replace and modernize your Aira Fitness Business so that it will conform to our then-current standards for Aira Fitness Businesses;
  - *(iv)* you are not in default of this Agreement or any other agreement pertaining to the franchise, have satisfied all monetary and material obligations on a timely basis during the term and are in good standing;
  - *(v)* if leasing the Aira Fitness Business premises, you have renewed the lease and have provided written proof of your ability to remain in possession of the premises throughout the renewal period;
  - *(vi)* you comply with our then-current training requirements; and
  - *(vii)* you and your Owners and guarantors execute a general release in a form we prescribe in favor of us and our affiliates and each company's respective present and former officers, directors, managers, and employees; provided, howeve

Source: Item 23 — **RECEIPTS (FDD pages 59–254)

Question 27

What conditions trigger the 'Right to Operate Upon Default' fee for an Aira Fitness franchise, and what is the maximum percentage of gross sales that can be charged?

Accepted Answer

| Type of Fee (Note 1)                                 | Amount                                                                                                                                 | Due Date     | Remarks                                                                                                                                                                                                                                                                                            |
|------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------|--------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Right to Operate Upon Default                     | Up to 15% of Gross Sales, plus actual out of-pocket costs and expenses incurred.                                              | As incurred. | In the event that you have not cured a default under the Franchise Agreement within 14 days after receipt of a written notice of default, our agent or other representative designated by us may take over, control and operate the Franchised Business. |

Source: Item 6 — **OTHER FEES (FDD pages 18–24)

Question 28

What is the consequence of failing to comply with Aira Fitness's required quality standards?

Accepted Answer

to introduce new products and services. You must comply with these modifications, additions or rescissions at your expense, subject to the express limitations listed in this Agreement.

You must operate your Aira Fitness Business in strict compliance with all applicable laws and with the required standard procedures, policies, rules and regulations established by us and incorporated herein or in the Manual or in AIRA FITNESS System bulletins or other publications that are distributed to franchisees from time to time. Such required standard procedures, policies, rules and regulations established by us may be revised from time to time as circumstances warrant, and you must comply with all such required procedures as they exist from time to time as though they were specifically listed in this Agreement and when incorporated in a system bulletin or other written notice to franchisees, the same is incorporated herein by reference. These required standard procedures, policies, rules, and regulations may include operational matters, advertising or marketing matters, membership issues, relationships between you and other franchisees, accounting issues, and any other issues that we believe, in our businessjudgment, are required to generally benefit the AIRAFITNESS System and itsfranchisees.

- N. Suggested Pricing Policies. We reserve the right to establish prices for the products and services you sell, both minimum and maximum, subject to applicable law. Unless stated otherwise in writing, any list or schedule of prices we furnish you is a recommendation only and any decision you make to accept or reject the suggestion will not affect the relationship between us.
- O. National Accounts.

Source: Item 23 — **RECEIPTS (FDD pages 59–254)

Question 29

What is the dependency for crediting the Development Fee against the Initial Franchise Fee for Aira Fitness?

Accepted Answer

any provision to the contrary contained in any Franchise Agreement. However, we will credit Six Thousand Dollars (\$6,000.00) of the Development Fee against the Initial Franchise Fee for each additional Franchise Agreement for a Aira Fitness Center executed pursuant to, and in accordance with, this

| notwithstanding any provision to th

Source: Item 23 — **RECEIPTS (FDD pages 59–254)

Question 30

What is the dependency between identifying the Authorized Location and defining the Designated Area for an Aira Fitness franchise?

Accepted Answer

Once the Authorized Location has been identified, you hereby authorize us to define in Attachment A a "**Designated Area**" around the Authorized Location; provided that such Designated Area will be substantially the same as the Preliminary Designated Area in terms of size, shape and/or demographics.

If the Authorized Location is not within the Preliminary Designated Area, the Designated Area will be defined by us based on our current criteria for size, demographics and topographical features.

Source: Item 23 — **RECEIPTS (FDD pages 59–254)

Question 31

Is the equipment lease agreement for Aira Fitness franchises governed by Illinois law?

Accepted Answer

(iii) FRANCHISEE ACCEPTS THE CONDITION OF THE EQUIPMENT AS DELIVERED ON:

| Date:        |
|--------------|
| Franchisee:  |
| By:          |
| (Print Name) |
![](_page_173_Picture_0.jpeg)

#### **EXHIBIT 1 TO PURCHASE AGREEMENT**

**List of Initial Fitness Equipment**
![](_page_174_Picture_0.jpeg)

### *EXHIBIT G* **FITNESS EQUIPMENT LEASE**
![](_page_175_Picture_0.jpeg)

### **FITNESS EQUIPMENT LEASE AGREEMENT**

| THIS LEASE | AGREEMENT (the "Agreement") is made on the day of, 20,                                                                                                                                                              |                                                       |
|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------|
|            | (the "Effective Date") by and between Pure Gym Equipment LLC, an Illinois limited liability company                                                                                                                 |                                                       |
|            | ("Franchisor's Affiliate") and, a,                                                                                                                                                                                  |                                                       |
|            | (hereinafter called "You" or "Franchisee") for the lease                                                                                                                                                            | of Fitness Equipment for Franchisee's Aira Fitness    |
|            | franchise business located at ("Business Premises").                                                                                                                                                                |                                                       |
|            | WITNESSETH                                                                                                                                                                                                          |                                                       |
|  | WHEREAS, Franchisee | and Franchisor's |
|  | owns and operates an Aira Fitness franchise business |  |
|  | Affiliate |  |
|  | is in the business of leasing and selling fitness equipment to Aira Fitness franchisees; |  |
|  | WHEREAS, Franchisor's Affiliatedesires to provide for Franchisee's equipment needs as they |  |
|  | arise from time to time by supplying it equipment. |  |
|  | WHEREAS, Franchisee is leasing from Franchisor's Affiliate and Franchisor's Affiliate is |  |
|  | leasing to Franchisee the equipment listed on Schedule 1 to this Agreement on the terms |  |
|  | described in this Agreement. |  |
|            | NOW THEREFORE, intending to be legally bound, the parties agree as follows:                                                                                                                                         |                                                       |
| 1.         | Basic Lease Terms.                                                                                                                                                                                                  |                                                       |
| (a) | Franchisor's Affiliate's Address for Notice: | Pure Gym Equipment LLC |
|  |  | 600 Rt. 59 |
|  |  | Ingleside, IL 60041 |
|  |  | Attn: Mike Bell |
|            | With a copy of all notices going to:                                                                                                                                                                                | Huck Bouma PC                                         |
|  | (Franchisor's Affiliate) | 1755 S. Naperville Rd., Ste.

Source: Item 23 — **RECEIPTS (FDD pages 59–254)

Question 32

What events of default, as defined in Paragraph 11, would prevent an Aira Fitness franchisee from enforcing a Supplier's or manufacturer's warranty?

Accepted Answer

term is used in U.C.C. Article 2A. No defect or unfitness of the Equipment shall relieve Franchisee of the obligation to pay any installment of rent or any other obligation under this Lease. Franchisor's Affiliate shall have no obligation under this Lease in respect of the Equipment and shall have no obligation to ship, deliver, assemble, install, erect, test, adjust or service the Equipment. Franchisor's Affiliate agrees, so long as there shall not have occurred or be any Event of Default as defined in Paragraph 11 or event which with lapse of time or notice, or both, might become an Event of Default hereunder, that Franchisor's Affiliate will permit Franchisee, as Franchisee's sole and exclusive remedy hereunder, to enforce in Franchisee's own name and at Franchisee's sole expense any Supplier's or manufacturer's warranty or agreement in respect of the Equipment to the extent that such warranty or agreement is assignable.
![](_page_178_Picture_0.jpeg)

(b) **Exclusion of Consequential Damages.

Source: Item 23 — **RECEIPTS (FDD pages 59–254)

Question 33

What factors might impact the length of time it takes to open an Aira Fitness business after signing the Franchise Agreement?

Accepted Answer

The typical length of time between the signing of the Franchise Agreement, or the first payment of any consideration for the franchise, and the opening of your business is approximately one to six monthsfrom the executionofthe FranchiseAgreement. Factorsthatmay impactthislength oftimemayincludewhether you have a site selecteduponexecutionofthe Franchise Agreement, andyour ability to obtain a site, arrange leasingand financing,make leaseholdimprovements, install equipment andsigns, decorate the Aira Fitness Business, meet local requirements and other similar factors.

You must acquire a site for the Aira Fitness Business location no later than 90 days after the Franchise Agreement is signed and must open the Aira Fitness Business for business no later than 180 days after the Franchise Agreement is signed. If you fail to acquire an acceptable site or begin operations within the required time periods, we may terminate the Franchise Agreement (Franchise Agreement, Sections 2B and 14A).

Source: Item 11 — Franchisor's Assistance, Advertising, Computer Systems, and Training (FDD pages 38–43)

Question 34

How will the franchise fee be released proportionally for each Aira Fitness franchise outlet opened under the Multi-Unit Development Agreement?

Accepted Answer

- 21. In lieu of an impound of franchise fees, the Franchisor will not require or accept the payment of any initial franchise fees until the franchisee has (a) received all pre-opening and initial training obligations that it is entitled to under the franchise agreement or offering circular, and (b) is open for business. Because franchisor has material pre-opening obligations with respect to each franchised business Franchisee opens under the Multi- Unit Development Agreement, payment of the franchise fee will be released proportionally with respect to each franchise outlet opened and until franchisor has met all its pre-opening obligations under the Agreement and Franchisee is open for business with respect to each such location.

Source: Item 17 — **RENEWAL, TERMINATION,TRANSFER AND DISPUTE RESOLUTION THE FRANCHISE RELATIONSHIP (FDD pages 48–54)

Question 35

For an Aira Fitness franchisee, what action must the Guarantor take if the franchisee fails to make a payment under the Lease?

Accepted Answer

ise Agreement Franchisor Approved Site of Operations Upon the execution of this Agreement       DEVELOPER: AIRA FITNESS [ENTITY NAME] FRANCHISING LLC An Illinois limited liability Franchisor A Dated: Dated: AIRA FITNESS MUDA 2025 - 18 - DEVELOPER INITIALS FRANCHISOR INITIALS![](_page_160_Picture_0.jpeg)

#### **EXHIBIT C TO THE MULTI-UNIT DEVELOPMENT AGREEMENT**

| THIS GUARANTY AND ASSUMPTION OF DEVELOPER'S OBLIGATIONS ("Guaranty") is made as of, 20, in consideration of, and as an inducement to, the execution of the Franchise Agreement by Aira Fitness Franchising LLC, an Illinois limited liability company ("Franchisor"). In consideration thereof, each of the undersigned hereby jointly and severally, personally and unconditionally agrees as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 1. |
| Guaranty. |
| Guarantor(s) hereby unconditionally and absolutely warrants and |
| guarantees to Franchisor that ("Developer") shall punctually pay and perform in full |
| each and every undertaking, agreement and covenant set forth in the Franchise Agreement; |
| 2. |
| Obligations of Guarantor Upon Event of Default. Should a Default (as defined in |
| the Franchise Agreement) occur, Guarantor(s) shall diligently proceed to cure such Default at |
| Guarantor's sole cost and expense; |
| 3. |
| Nature of Guaranty. |
| This Guaranty is an original and independent obligation of |
| Guarantor(s), separate and distinct from Developer's obligations to Franchisor under the Multi-Unit |
| Development |
| Agreement. The obligations of Guarantor to Franchisor under this Guaranty are direct |
| and primary, regardless of the validity or enforceability of the Franchise Agreement. This Guaranty is |
| for the benefit of Franchisor and is not for the benefit of any third party. This Guaranty shall continue |
| until all obligations of Guarantor to Franchisor under this Guaranty have been performed in full. |
| 4. |
| Guarantor's Authorization to Franchisor. |
| Guarantor(s) authorizes Franchisor, |
| without notice or demand and without lessening Guarantor's liability under this Guaranty, from time |
| to time: (a) to make or approve changes to the Franchise Agreement; (b) to repeatedly compromise, |
| renew, extend, accelerate, or otherwise change the time for payment or other terms of the Franchise |
| Agreement; (c) to take and hold security for the payment of amounts due under the Franchise |
| Agreement or this Guaranty, and exchange, enforce, waive, and release any such security, with or |
| without the substitution of new collateral; (d) to determine how, when, and what application of |
| payments and credits shall be made on amounts due under the Franchise Agreement; and (j) to assign |
| or transfer this Guaranty, in whole or in part. |
| 5. |
| Guarantor's Representations and Warranties.

Source: Item 23 — **RECEIPTS (FDD pages 59–254)

Question 36

Can an Aira Fitness franchisee assign the Pod Purchase Agreement or sell/transfer the equipment, and if so, are there any conditions or restrictions?

Accepted Answer

Assignment: Franchisor's Affiliate may assign some or all of Franchisor's Affiliate 's rights under this Agreement to a third party. So long as any of Franchisee's payment obligations under this Agreement remain outstanding, Franchisee shall not assign this Agreement or sell or transfer the Equipment without Franchisor's Affiliate 's prior written consent.

Source: Item 23 — **RECEIPTS (FDD pages 59–254)

Question 37

What is the Aira Fitness franchisee required to do if they lose possession of the business due to condemnation or casualty to avoid an Event of Default?

Accepted Answer

- (c) if Debtor loses possession or the right of possession of all or a significant part of the Aira Fitness Business through condemnation or casualty and the Aira Fitness Business is not relocated or reopened as required by the Franchise Agreement;

If you need to relocate because of condemnation, destruction, or expiration or cancellation of your lease for reasons other than your breach, we will grant you authority to do so at a site acceptable to us that is within your Designated Area, is reasonably suited for an Aira Fitness Business and does not infringe on the rights of any other AIRA Fitness franchisee, provided that the new Aira Fitness Business is open and operating within sixty (60) days after you discontinue operation at the present Aira Fitness Business, all in accordance with our then-current standards.

In the event your Aira Fitness Business is destroyed or damaged and you repair the Aira Fitness Business at the Authorized Location (rather than relocate the Aira Fitness Business), you must repair and reopen the Aira Fitness Business at the Authorized Location in accordance with our then-current standards for the destroyed or damaged area within twenty (20) days of the date of occurrence of the destruction or damage, or such longer time as we reasonably determine, in our sole judgment, is required given the nature and extent of the damage.

Source: Item 23 — **RECEIPTS (FDD pages 59–254)

Question 38

For Aira Fitness franchisees, what happens if they fail to attend the annual convention?

Accepted Answer

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| Type of Fee (Note 1)                                          | Amount                                                                                                                       | Due Date                                                     | Remarks                                                                                                                                                                                                                                  |
|---------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 50% of Yearly Maintenance Fees | 50% of actual yearly maintenance fees collected; minimum of \$19.50 per member | Upon collection of the fee from members | Payment is made through our payment processing system.  You must use the remainder of the actual yearly maintenance fees collected to maintain your gym. |
| Convention and | \$500 | Upon demand | Upon you and your manager's attendance or non-attendance of annual franchise conventions.  You will also be responsible for the travel and living expenses for you and your manager while attending the annual franchise convention. |
| Convention Non- |  |  |  |
| Attendance Fees (Note 3) |  |  |  |
| Ongoing Training Fees | Our then-current fees, up to \$1,000 per day;

Source: Item 6 — **OTHER FEES (FDD pages 18–24)

Question 39

Does the Aira Fitness franchisee's obligation to pay liquidated damages for a lost Pod depend on insurance coverage?

Accepted Answer

(a) **Risk of Loss.** From the date the Supplier ships the Pod to Franchisee or the date Franchisor's Affiliate confirms Franchisee's purchase order or contract to Supplier, whichever occurs first, Franchisee hereby assumes and shall bear the entire risk of loss for theft, damage, destruction or other injury to the Pod from any and every cause whatsoever. **NO SUCH LOSS OR DAMAGE SHALL IMPAIR ANY OBLIGATION OF FRANCHISEE UNDER THIS LEASE WHICH SHALL CONTINUE IN FULL FORCE AND EFFECT.** In the event of damage or loss to the Pod (or any part thereof) and irrespective of payment from any insurances coverage maintained by Franchisee, but applying full credit therefor, Franchisee shall at the option of Franchisor's Affiliate, (a) place the Pod in good repair, condition and working order; or (b) replace the Pod (or any part thereof) with like equipment in good repair, condition and working order and transfer clear title to such replacement equipment to Franchisor's Affiliate, whereupon such replacement equipment shall be deemed the Pod for all purposes; or (c) pay to Franchisor's Affiliate, not as a penalty, but herein liquidated for all purposes, an amount equal to the sum of (A) any accrued and unpaid rent as of the
![](_page_204_Picture_0.jpeg)

Source: Item 23 — **RECEIPTS (FDD pages 59–254)

Question 40

Will Aira Fitness franchisees be required to pay a monthly National Marketing Fee once the National Marketing Fund is established?

Accepted Answer

All Aira Fitness franchisees are required to pay the National Marketing Fee, provided the amount of the National Marketing Fee may vary depending on the National Marketing Fee amount in effect at the time the franchisee signed a franchise agreement. Company or affiliate owned Aira Fitness Businesses will not contribute to the Marketing Fund.

#### *National Marketing Fund*

As of the date of this Disclosure Document, we do not yet operate and manage a National Marketing Fund (the "Marketing Fund")to advertise and promote Aira Fitness Businesses in the System. However, we plan to establish a National Marketing Fund in the future. Once we establish the National Marketing Fund, you will pay us the monthly National Marketing Fee. We will deposit the National Marketing Fee in the Marketing Fund which is part of our general account. We may use the Marketing Fund to conduct national, regional and local advertising, marketing, promotional and public relations campaigns, including the cost of: *(i)* preparing and conducting print, point-of-sale, radio, television, internet, electronic, out-of-home, and billboard advertising; *(ii)* conducting e-commerce website activities; *(iii)* updating and hosting a website (including the development of locator programs); *(iv)* providing market intelligence through analytics to the System; *(v)* conducting member interviews,focus groups and surveys; *(vi)* providing creative development services including the development and modification of Aira FitnessBusiness design and trade dress, logos, graphics and vehiclewraps;*(vii)* obtainingsponsorships andendorsements;*(viii)* developingand conducting contests, sweepstakes and other prize promotions; *(ix)* developing and administering member loyalty programs, coupons and gift certificates;*(x)* engagingadvertisingand marketingagencies andpublic relations firms; and *(xi)* any other expenses for developing and promoting the brand or System. We also may use the Marketing Fund to develop advertising and promotional materials for regional and local advertising and marketing cooperatives and for use in each franchisee's local market. In certain markets, we may assist a franchisee with its initial advertising and promotional activities to increase brand awareness. We may have an in-house marketingorwe may contractwith variousoutside advertisingand marketingagencies andthird party vendors to produce certain advertising and promotional materials and to create and implement public relations campaigns.We willdetermine the useof the moniesin the MarketingFund.We may be reimbursed for reasonable administrative costs,salaries and overhead incurred in administering or providing services to the Marketing Fund.

Source: Item 11 — Franchisor's Assistance, Advertising, Computer Systems, and Training (FDD pages 38–43)

Question 41

For Aira Fitness franchisees in Rhode Island, under what condition will arbitration of a claim enforceable under the Rhode Island Franchise Investment Act be void?

Accepted Answer

| This  |                                                                      | eement is by and between Aira Fitness Franchising, LLC and (Franchisee) to amend said Agreement as follows:                                                                                                                                                          |
|-------|----------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 1. |  | reement on Governing Law/Consent to Jurisdiction is amended by the e to the original language that appears therein: |
|  | franchise agreement restric | Rhode Island Franchise Investment Act provides that 'A provision in a cting jurisdiction or venue to a forum outside this state or requiring nother state is void with respect to a claim otherwise enforceable under |
| 2. | Section 13(A) of the Franchise Ag following language to the original | reement on Agreement to Arbitrate is amended by the addition of the language that appears therein: |
|  | Investment Act, that any production outside of Rhode Island is | s with respect to a claim enforceable under the Rhode Island Franchise rovision in a franchise agreement which restricts jurisdiction or venue void. Accordingly, arbitration of a claim enforceable under the Act will and unless the franchisee agrees otherwise."

Source: Item 17 — **RENEWAL, TERMINATION,TRANSFER AND DISPUTE RESOLUTION THE FRANCHISE RELATIONSHIP (FDD pages 48–54)

Question 42

For Aira Fitness franchises in Illinois, when is the initial franchise or development fee paid?

Accepted Answer

Payment of Initial Franchise/Development Fees will be deferred until Franchisor has met its initial obligations to franchisee, and franchisee has commenced doing business. This financial assurance requirement was imposed by the Office of the Illinois Attorney General due to Franchisor's financial condition.

Source: Item 17 — **RENEWAL, TERMINATION,TRANSFER AND DISPUTE RESOLUTION THE FRANCHISE RELATIONSHIP (FDD pages 48–54)

Question 43

Does the Aira Fitness Franchising, LLC Addendum to the Multi-Unit Development Agreement for the State of New York supersede other terms in documents related to the franchise?

Accepted Answer

No statement, questionnaire or acknowledgement signed or agreed to by a franchisee in connection with the commencement of the franchise relationship shall have the effect of: (i) waiving any claims under any applicable state franchise law, including fraud in the inducement, or (ii) disclaiming reliance on behalf of the Franchisor. This provision supersedes any other term of any document executed in connection with the franchise.

Source: Item 17 — **RENEWAL, TERMINATION,TRANSFER AND DISPUTE RESOLUTION THE FRANCHISE RELATIONSHIP (FDD pages 48–54)

Question 44

Does the Aira Fitness franchisor have to provide a reason if they withhold consent for a transfer?

Accepted Answer

- B.

Consent to Transfer.

We will not unreasonably withhold our consent to transfer, provided we determine that all of the conditions described in this Section 12 have been satisfied.

Application for our consent to a transfer and tender of the right of first refusal provided for in Section 12.E must be made by submission of our form of application for consent to transfer, which must be accompanied by the documents (including a copy of the proposed purchase or other transfer agreement) or other required information.

The application must indicate whether you or an Owner proposes to retain a security interest in the property to be transferred.

No security interest may be retained or created, however, without our prior written consent and except upon conditions acceptable to us.

Any agreement used in connection with a transfer is subject to our prior written approval, which approval will not be withheld unreasonably.

Any attempted transfer by you without our prior written consent or otherwise not in compliance with the terms of this Agreement will be void and will provide us with the right to elect either to default and terminate this Agreement or to collect from you and the guarantors a transfer fee equal to two times the transfer fee provided for in Section 12.C.

Source: Item 23 — **RECEIPTS (FDD pages 59–254)

Question 45

Is the general release required for Aira Fitness franchise renewal consistent with all state laws regulating franchising?

Accepted Answer

This Addendum is to a Franchise Agreement dated by and between Aira Fitness Franchising, LLC and (Franchisee) to amend said Agreement as follows:

1. Section 4.B. of the Franchise Agreement on "Renewal Term and Conditions of Renewal" and Section 12.C. of the Franchise Agreement on "Conditions of Transfer" are amended by the addition of the following language to the original language that appears therein:

"The execution of a general release upon renewal, assignment or termination shall be inapplicable to franchises operating under the North Dakota Franchise Investment Law."

2. Section 11.D.3. of the Franchise Agreement on "Non-Compete Covenants – After Termination" is amended by the addition of the following language to the original language that appears therein:

"Covenants not to compete such as those mentioned above are generally unenforceable in the State of North Dakota."

Source: Item 17 — **RENEWAL, TERMINATION,TRANSFER AND DISPUTE RESOLUTION THE FRANCHISE RELATIONSHIP (FDD pages 48–54)

Question 46

For Aira Fitness, what happens if the application for consent to transfer does not indicate whether the franchisee proposes to retain a security interest?

Accepted Answer

Application for our consent to a transfer and tender of the right of first refusal provided for in Section 12.E must be made by submission of our form of application for consent to transfer, which must be accompanied by the documents (including a copy of the proposed purchase or other transfer agreement) or other required information.

The application must indicate whether you or an Owner proposes to retain a security interest in the property to be transferred.

Source: Item 23 — **RECEIPTS (FDD pages 59–254)

Question 47

What happens if a default caused by force majeure still exists after six months of suspension under the Aira Fitness agreement?

Accepted Answer

If a party's default under this Agreement (other than your obligations with respect to insurance and indemnification, to obtain a site and open the Aira Fitness Business within a specified period, and to pay all fees and other amounts due to us and our affiliates under this Agreement and any other agreement between you and us or our affiliates), is caused in whole or in part by a force majeure, such default and any right of the other party to terminate this Agreement for such default is suspended for as long as the default is reasonably caused by such force majeure.

Any suspension is effective only from the delivery of a notice of the force majeure to the other party stating the party's intention to invoke the force majeure.

However, if such suspension continues for longer than six months and the default still exists, either party has the right to terminate this Agreement upon thirty (30) days' notice to the other party.

Events of force majeure are those that cannot be prevented, avoided or removed by the party invoking the force majeure despite the exercise of reasonably diligence, including acts of God, actions of the elements, cyber-attacks, lockouts, strikes, wars, riots, acts of terrorism, civil commotion, and acts of governmental authorities (not including a governmental authority's delaying or refusing to grant building permits, licenses and other permissions and approvals), and except as specifically provided for elsewhere in this Agreement.

Source: Item 23 — **RECEIPTS (FDD pages 59–254)

Question 48

What happens if the financial terms of a proposed Aira Fitness franchise transfer will have a materially adverse effect on the business?

Accepted Answer

You or the proposed transferee have provided us with all information we have reasonably requested regarding the terms of the proposed transfer, and we are satisfied that the financial terms and conditions of the proposed transfer will not have a materially adverse effect on the business' post-transfer ability to continue in operation and to meet its liabilities as the fall due.

Source: Item 23 — **RECEIPTS (FDD pages 59–254)

Question 49

What happens if an Aira Fitness franchisee continues to operate after the initial term expires but does not meet the renewal requirements?

Accepted Answer

If you continue to accept the benefits of this Agreement after the expiration of the initial term but do not complete the requirements in Section 4.B, then at our sole option, this Agreement may be treated as *(i)* expired as of the date of the expiration and you will be operating without a franchise or license to do so and in violation of our rights to the Marks and System; or *(ii)* continued on a month-to-month basis (an "Interim Period") and all your obligations will remain in full force and effect during the Interim Period as if the Agreement had not expired.

Each Interim Period expires at the end of each calendar month unless this Agreement is continued as provided in this Section.

The Interim Period does not create any new franchise rights and upon expiration of the final Interim Period, you will be bound by all post-term obligations as provided in this Agreement.

Source: Item 23 — **RECEIPTS (FDD pages 59–254)

Question 50

What happens if an Aira Fitness franchisee continues to operate after the initial term without meeting renewal requirements?

Accepted Answer

If you continue to accept the benefits of this Agreement after the expiration of the initial term but do not complete the requirements in Section 4.B, then at our sole option, this Agreement may be treated as *(i)* expired as of the date of the expiration and you will be operating without a franchise or license to do so and in violation of our rights to the Marks and System; or *(ii)* continued on a month-to-month basis (an "Interim Period") and all your obligations will remain in full force and effect during the Interim Period as if the Agreement had not expired.

Each Interim Period expires at the end of each calendar month unless this Agreement is continued as provided in this Section.

The Interim Period does not create any new franchise rights and upon expiration of the final Interim Period, you will be bound by all post-term obligations as provided in this Agreement.

Source: Item 23 — **RECEIPTS (FDD pages 59–254)

Question 51

What happens if the Aira Fitness franchisee fails to maintain the required insurance?

Accepted Answer

If you do not procure and maintain the insurance coverage required by this Agreement, we have the right, but not the obligation, to procure insurance coverage and to charge the same to you, together with the actual costs and expenses we incur
![](_page_109_Picture_0.jpeg)
in doing so, payable by you immediately upon notice.

- B.

Insurance.

You must maintain in full force and effect throughout the term of this Agreement that insurance which you determine is necessary or appropriate for liabilities caused by or occurring in connection with the development or operation of the Aira Fitness Business.

Such insurance must include, at a minimum: *(i)*  special/causes of loss coverage forms, including mechanical/equipment breakdown (previously called "All Risk coverage") on the Aira Fitness Business and all fixtures, equipment and other property used in the operation of the Aira Fitness Business, for full replacement value of the equipment and improvements; *(ii)* business interruption insurance covering a minimum 12 months loss of income, written on an actual loss sustained basis, including coverage for our monthly fees with us named as a loss payee with respect to those fees; *(iii)* comprehensive general liability insurance with minimum limits of at least $1,000,000 per occurrence and $2,000,000 aggregate (including product liability and personal and advertising injury) and "Per Location" aggregate limits when multiple Aira Fitness Business locations are insured under one comprehensive general liability policy; *(iv)* automobile liability insurance, including owned, hired and non-owned vehicle coverage with a minimum combined single limit of at least $1,000,000 per claim; *(v)* workers' compensation and employer's liability insurance covering all of your employees where required by state statute; *(vi)* professional liability insurance, including abuse and molestation, with a minimum limit of at least $1,000,000 per occurrence; *(vii)* Commercial Umbrella Liability of at least $10,000,000 per occurrence and $10,000,000 aggregate with "Per Location" aggregate limits when multiple Aira Fitness Business locations are insured under one comprehensive umbrella liability policy *(viii)* cyber liability with minimum limits of at least $25,000 per occurrence; *(ix)* medical expense coverage of at least $1,000 per accident; *(x)* crime (employee dishonesty, theft and robbery) with minimum limits of at least $10,000 per occurrence; *(xi)*  employment practices liability with minimum limits of at least $100,000 per occurrence and inclusive of both first and third party coverage;

All insurance policies must be written by an insurance company or companies satisfactory to us (generally, companies with an AM Best rating of A- or better). We may require you to purchase insurance from a supplier we have approved. You must participate in any insurance plan we establish for the benefit of the System and pay all required premiums due there under, unless we agree otherwise in writing. We also may modify the required minimum limits from time to time and by written notice to you, as conditions require, to reflect changes in relevant circumstances, industry standards, experiences in the AIRA FITNESS system, standards of liability and higher damage awards.

Source: Item 23 — **RECEIPTS (FDD pages 59–254)

Question 52

What happens if an Aira Fitness franchisee does not meet the minimum membership requirements?

Accepted Answer

imum Membership Requirement

Beginning on the one-year anniversary of opening for business, you must, at all times, have at least 150 members ("Minimum Membership Requirement"). If, during your second year of operation and thereafter, you do notmaintainthe Minimum MembershipRequirementfor 2 consecutivemonths, we may: (1) require your Principal and General Managers we determine to attend additional training programs; or (2) provide on-site assistance and consultation at your expense. If we provide any additional training, assistance or consultation, you must cover all costs and expensesfor such training, assistance or consultation. If, during your second year of operation and thereafter, you do not maintain the Minimum Membership Requirement for 6 consecutive months, we may eliminate your territorial protection or terminate the Franchise Agreement.

#### Minimum Monthly Gross Sales Requirement

Beginning on the one-year anniversary of opening for business, you must maintain Gross Sales of at least \$10,000 per month ("Minimum Monthly Gross Sales Requirement").

Source: Item 12 — **TERRITORY (FDD pages 43–45)

Question 53

For Aira Fitness, what happens if the proposed purchase agreement is not included with the application for consent to transfer?

Accepted Answer

prior written consent.

- B. Consent to Transfer. We will not unreasonably withhold our consent to transfer, provided we determine that all of the conditions described in this Section 12 have been satisfied. Application for our consent to a transfer and tender of the right of first refusal provided for in Section 12.E must be made by submission of our form of application for consent to transfer, which must be accompanied by the documents (including a copy of the proposed purchase or other transfer agreement) or other required information. The application must indicate whether you or an Owner proposes to retain a security interest in the property to be transferred. No security interest may be retained or created, however, without our prior written consent and except upon conditions acceptable to us.

Source: Item 23 — **RECEIPTS (FDD pages 59–254)

Question 54

For Aira Fitness, what happens if a proposed transferee does not meet the required qualifications?

Accepted Answer

prior written consent and except upon conditions acceptable to us. Any agreement used in connection with a transfer is subject to our prior written approval, which approval will not be withheld unreasonably. Any attempted transfer by you without our prior written consent or otherwise not in compliance with the terms of this Agreement will be void and will provide us with the right to elect either to default and terminate this Agreement or to collect from you and the guarantors a transfer fee equal to two times the transfer fee provided for in Section 12.C.
- C. Conditions of Transfer. We condition our consent to any proposed transfer, whether to an individual, a corporation, a partnership or any other entity upon the following:
- 1. Transferee Qualifications. The transferee must meet all of our then-current requirements for the franchise we are offering at the time of the proposed transfer.
- 2. Payment of Amounts Owed. All amounts owed by you to us or any of our affiliates, your suppliers or any landlord for the Aira Fitness Business premises and Authorized Location, or upon which we or any of our affiliates have any contingent liability must be paid in full.
  - 3. Reports. You must have provided all required reports to us in accordance with Section 10.
  - 4. Modernization. You must have complied with the provisions of Section 5.F.
- 5. Guarantee. In the case of an installment sale for which we have consented to you or any Owner retaining a security interest or other financial interest in this Agreement or the business operated hereunder, you or such Owner, and the guarantors, are obligated to guarantee the performance under this Agreement until the final close of the installment sale or the termination of such interest, as the case may be.
- 6. Consent to Transfer; General Release. You, each Owner and each guarantor must execute all transfer documents that we require and in the form we designate, which documents will include a general release
![](_page_112_Picture_0.jpeg)

of all claims arising out of or relating to this Agreement, your Aira Fitness Business or the parties' business relationship; provided, however, that the release will not be inconsistent with any state law regulating franchising.

- 7. Training. The transferee must, at your or the transferee's expense, comply with the training requirements of Section 7.B.
- 8. Financial Reports and Data. We have the right to require you to prepare and furnish to transferee and/or us such financial reports and other data relating to the Aira Fitness Business and its operations as we deem reasonably necessary or appropriate for transferee and/or us to evaluate the Aira Fitness Business and the proposed transfer. You agree that we have the right to confer with proposed transferees and furnish them with information concerning the Aira Fitness Business and proposed transfer without being held liable to you, except for intentional misstatements made to a transferee.

Source: Item 23 — **RECEIPTS (FDD pages 59–254)

Question 55

What happens to the initial franchise fee for additional Aira Fitness franchise agreements if the developer is not in compliance with the Development Schedule?

Accepted Answer

th the Development Schedule. The initial franchise fee for the third or other multiple Franchise Agreements above two shall be

| AIRA FITNESS        |       |                    |
|---------------------|-------|--------------------|
| MUDA 2025           | - 2 - |                    |
| FRANCHISOR INITIALS |       | DEVELOPER INITIALS |
![](_page_144_Picture_0.jpeg)

Eight Thousand Dollars (\$8,000.00) on the condition that, at the time you sign any additional Franchise Agreement under this Agreement, you are currently in compliance with the Development Schedule. If you are not in compliance with the Development Schedule at the time of signing a

Source: Item 23 — **RECEIPTS (FDD pages 59–254)

Question 56

If I am purchasing an existing Aira Fitness outlet, will Aira Fitness Franchising, LLC provide me with the actual records of that outlet?

Accepted Answer

If you are
![](_page_55_Picture_0.jpeg)

purchasing an existing outlet, however, we may provide you with the actual records of that outlet. If you receive any other financial performance information or projections of your future income, you should report it to the franchisor's management by contacting Mike Bell, 600 Route 59, Ingleside, IL 60041, (312) 498-6624, the Federal Trade Commission, and the appropriate state regulatory agencies.

Source: Item 19 — FINANCIAL PERFORMANCE REPRESENTATIONS (FDD pages 55–56)

Question 57

If not in compliance with the Development Schedule, what is the minimum initial franchise fee for the second Aira Fitness franchise agreement?

Accepted Answer

s Agreement is not a Franchise Agreement, and you shall have no right to use in any manner the System or the Marks by virtue of entering into this Agreement.
- 1.5 Developer shall have no right under this Agreement to license others to operate a business or use the System or the Marks.

#### **2. FEES**

2.1 Concurrent with the execution of this Agreement, you must execute a Franchise Agreement for the first Aira Fitness Center to be developed and pay the initial franchise fee of Thirty Thousand Dollars (\$30,000.00) due under said Franchise Agreement. The initial franchise fee for the second Franchise Agreements shall be Ten Thousand Dollars (\$10,000.00) on the condition that, at the time you sign any additional Franchise Agreement under this Agreement, you are currently in compliance with the Development Schedule.

Source: Item 23 — **RECEIPTS (FDD pages 59–254)

Question 58

If not in compliance with the Development Schedule, what is the minimum initial franchise fee for the third or subsequent Aira Fitness franchise agreements?

Accepted Answer

th the Development Schedule. The initial franchise fee for the third or other multiple Franchise Agreements above two shall be

| AIRA FITNESS        |       |                    |
|---------------------|-------|--------------------|
| MUDA 2025           | - 2 - |                    |
| FRANCHISOR INITIALS |       | DEVELOPER INITIALS |
![](_page_144_Picture_0.jpeg)

Eight Thousand Dollars (\$8,000.00) on the condition that, at the time you sign any additional Franchise Agreement under this Agreement, you are currently in compliance with the Development Schedule.

Source: Item 23 — **RECEIPTS (FDD pages 59–254)

Question 59

If Aira Fitness does not exercise its right of first refusal, what conditions must be met for the transfer to proceed?

Accepted Answer

ight to control any litigation related to our copyrights or the Work. You agree to assist us, as directed by us, in any claim or action against the infringer.

#### **12. TRANSFER OF FRANCHISE**

- A. Transfers. We have entered into this Agreement with specific reliance upon your financial qualifications, experience, skills and managerial qualifications as being essential to the satisfactory operation of the Aira Fitness Business. Consequently, your interest in this Agreement or in the Aira Fitness Business, or all or substantially all of the assets of the Aira Fitness Business, or any Owner's interest in a franchisee that is a partnership or entity may be transferred or assigned to or assumed by any other person or entity (the "transferee"), in whole or in part, unless you have first tendered to us the right of first refusal to acquire this Agreement in accordance with Section 12.E , and if we do not exercise such right, unless our prior written consent is obtained, the transfer fee provided for in Section 12.C is paid, if applicable, and the transfer conditions described in Section 12.C are satisfied. Any sale (including installment sale), lease, pledge, management agreement, contract for deed, option agreement, assignment, bequest, gift or otherwise, or any arrangement pursuant to which you turn over all or part of the daily operation of the business to a person or entity who shares in the losses or profits of the business in a manner other than as an employee will be considered a transfer for purposes of this Agreement. Specifically, but without limiting the generality of the foregoing, the following events constitute a transfer and you must comply with the right of first refusal, consent, transfer fee, and other transfer conditions in this Section 12:
- 1. Any change or series of changes in the percentage of the franchisee entity owned, directly or indirectly, by the Owner (including any addition or deletion of any person or entity who qualifies as an Owner);
  - 2. Any change in the general partner of a franchisee that is a general, limited or other partnership
![](_page_111_Picture_0.jpeg)

entity; or

3. For purposes of this Section 12.A, a pledge or seizure of any ownership interests in you or in any Owner that affects the ownership of 25% or more of you or Owner, which we have not approved in advance in writing.

Source: Item 23 — **RECEIPTS (FDD pages 59–254)

Question 60

If Aira Fitness makes a decision that benefits the system but also its own financial interests, is that considered 'Reasonable Business Judgment'?

Accepted Answer

We and/or our affiliates may from time to time make available to you supplies, equipment, products and/or services for use in your Aira Fitness Business on the sale of which we and/or our affiliates may make a profit.

Further, we and/or our affiliates may from time to time receive consideration from suppliers and/or manufacturers in respect to sales of supplies, equipment, products or services to you or in consideration of services rendered or rights licensed to such persons.

You agree that we and/or our affiliates are entitled to said profits and/or consideration.

Source: Item 23 — **RECEIPTS (FDD pages 59–254)

Question 61

If state and local laws require alterations to the Membership Agreement, must Aira Fitness franchisees abide by those laws?

Accepted Answer

You must use Membership Agreements that are based on our then-current standard form of Membership Agreement, with the exception, however, that there may be state and local laws that may require you to alter the Membership Agreement in the jurisdictions under which your Aira Fitness Business operates – you must abide by those laws.

You are solely and exclusively responsible for ensuring that the Membership Agreements you use in connection with the operation of your Aira Fitness Business comply with all applicable laws and regulations.

Any changes to the form document must be approved in writing by us.

Source: Item 23 — **RECEIPTS (FDD pages 59–254)

Question 62

What are the implications of operating an Aira Fitness business during an Interim Period?

Accepted Answer

Interim Period.

If you continue to accept the benefits of this Agreement after the expiration of the initial term but do not complete the requirements in Section 4.B, then at our sole option, this Agreement may be treated as *(i)* expired as of the date of the expiration and you will be operating without a franchise or license to do so and in violation of our rights to the Marks and System; or *(ii)* continued on a month-to-month basis (an "Interim Period") and all your obligations will remain in full force and effect during the Interim Period as if the Agreement had not expired.

Each Interim Period expires at the end of each calendar month unless this Agreement is continued as provided in this Section.

The Interim Period does not create any new franchise rights and upon expiration of the final Interim Period, you will be bound by all post-term obligations as provided in this Agreement.

Source: Item 23 — **RECEIPTS (FDD pages 59–254)

Question 63

Will Aira Fitness include a state-specific addendum to the Franchise Disclosure Document if I am in a franchise registration state?

Accepted Answer

XHIBIT J