What actions can Aira Fitness take upon default of the Development Agreement?

or directors verbally or physically assaults or abuses any officer, director, member, manager or employee of Franchisor or any of its Affiliates, or any Aira Fitnessfranchisee or employees of franchisees, after receiving a verbal or written warning against this conduct from Franchisor regarding this conduct.

• 7.3 If you (i) fail to meet any of the deadlines set forth in the Development Schedule; (ii) fail to comply with any other term and condition of this Agreement; (iii) make or attempt to make a transfer, sale or assignment of this Agreement in violation of this Agreement; or (iv) you or other entity owned by the Owners are in default under any individual Franchise Agreement with us, or of any other agreement to which we are parties; any such event shall constitute a default under this Agreement. Upon any such default, we, in our sole discretion, may do any one or more of the following:
• (a) Terminate this Agreement and all rights granted hereunder to you without affording you any opportunity to cure the default effective immediately upon delivery to you of a written notice from us;
• (b) Reduce the number of Aira Fitness Centers which you have the right to establish and open pursuant to this Agreement; or
• (c) Exercise any other rights and remedies which we may have under applicable law.
• 7.4 Upon termination or expiration of this Agreement, all remaining rights granted to you to establish and open Aira Fitness Centers under this Agreement for which a Franchise Agreement has not been executed shall automatically be null and void. You shall have no right to establish, open or operate any Aira Fitness Centers for which a Franchise Agreement has not been executed by us prior to the date of termination or expiration of this Agreement. Upon termination or expiration of this Agreement, we will have the right to establish ourselves or through an affiliate or grant to a third party the right to establish a Aira Fitness Center within the Development Territory as long as there is no violation of the territorial protections granted to you under existing individual Franchise Agreements.
• 7.5 No default under this Agreement shall constitute a default under any Franchise Agreement between the parties hereto. The terms and conditions of each Franchise Agreement must be complied with by you or your affiliate as franchisee thereunder and shall control in determining whether any default exists under such Franchise Agreement.

| AIRA FITNESS | | | |---------------------|-------|--------------------| | MUDA 2025 | - 7 - | | | FRANCHISOR INITIALS | | DEVELOPER INITIALS |

7.6 No right or remedy herein conferred upon or reserved to Franchisor is exclusive of any other right or remedy provided or permitted by law or equity.

8. TRANSFERABILITY; ENTITY AS DEVELOPER

• 8.1 This Agreement is fully assignable by us and will inure to the benefit of any assignee or other legal successor to the interest of the Franchisor herein.
• 8.2 You understand and acknowledge that the rights and duties set forth in this Development Agreement are personal to you and are granted in reliance upon your personal, business and financial qualifications. You have represented and hereby represent to us that you are entering into this Development Agreement with the intention of complying with its terms and conditions and not for the purpose of resale of the developmental or option rights hereunder.

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