What must an Aira Fitness franchisee comply with regarding the Pod and the lease?

• A. Authorized Equipment; Pod. You must use in the operation of the Aira Fitness Business only the proprietary or non- proprietary equipment that we specify in the Manual (as defined in Section 6.H) or other written directives. You must purchase or lease an initial fitness equipment package ("Initial Fitness Equipment Package") from a supplier approved by us that may include us, our affiliate or a third party. You must purchase or lease all other equipment we designate (including the security and door access system, signage, and software) from a supplier approved by us that may include us, our affiliate, or a third party. If you will be operating your Aira Fitness Business from a Pod, you must purchase or lease the Pod ("Pod Package") from a supplier approved by us that may include us, our affiliate, or a third party. Prior to opening your Aira Fitness Business to the public, you may seek our approval to add additional equipment at your location. We may approve or disapprove your request to add additional equipment in our sole judgment. You will not be allowed to open or operate the Aira Fitness Business with any unapproved equipment. Replacement fitness equipment must be purchased or leased from approved suppliers.

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.

You must operate the Aira Fitness Business only at the location identified, or to be identified on the Summary Page (the "Authorized Location").

We have the right to refuse to consent to a relocation in the event you lose the right to occupy the Aira Fitness Business premises because of the termination of your lease due to your breach. Further, the cancellation of your lease due to your breach is grounds for immediate termination under Section 14.B.2.

Tenant has the right to assign all of its right, title and interest in the Lease to Aira Fitness or its successor, or either company's affiliates, at any time during the term of the Lease, including any extensions or renewals, without first obtaining Landlord's consent. No assignment will be effective, however, until Aira Fitness or its successor or designated affiliate gives Landlord written notice of its acceptance of the assignment. If Aira Fitness elects to assume the lease under this paragraph or unilaterally assumes the lease as provided for in subparagraphs 3(c) or 4(a), Landlord and Tenant agree that (i) Tenant will remain liable for the responsibilities and obligations, including amounts owed to Landlord, prior to the date of assignment and assumption, and (ii) Aira Fitness will have the right to sublease the Premises to another AIRA FITNESS franchisee, without further need for Landlord approval, provided the franchisee agrees to operate the Aira Fitness Business as an Aira Fitness Business pursuant to a franchise agreement with Aira Fitness.

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