Under the Aira Fitness agreement, what rights are granted regarding the use of the Marks?

A. Grant of License. We hereby grant you the right and license, and you undertake the obligation, subject to the terms and conditions of this Agreement (i) to operate a single Aira Fitness Business, (ii) to sell at retail authorized products and services at and from the Aira Fitness Business premises, (iii) to use the Marks in connection with operating and promoting the Aira Fitness Business, and (iv) the right to solicit memberships for the Aira Fitness Business.

The license granted by this Agreement does not include (i) any right to sell services and products identified by the Marks at any location other than the Authorized Location (as defined in Section 2.B below), or through any other channels or methods of distribution, including the internet (or any other existing or future form of electronic commerce), catalog sales, telemarketing or other direct marketing (ii) any right to sell services and products identified by the Marks to any person or entity for resale or further distribution, or (iii) except for the designated area protection described in Section 2.C., any right to exclude, control or impose conditions on our development of

future franchised, company or affiliate owned Aira Fitness Businesses at any time or at any location.

3. TRADEMARK STANDARDS AND REQUIREMENTS

• A.

Ownership of the Marks.

The Marks are our valuable property, and we are the owner of all right, title and interest in and to the Marks and all past, present or future goodwill of the Aira Fitness Business and of the business conducted at the Authorized Location that is associated with or attributable to the Marks.

Your use of the Marks will inure to our benefit.

15. POST-TERM OBLIGATIONS

A. Reversion of Rights; Discontinuation of Trademark Use. All of your rights to the use of the Marks and all other rights and licenses granted in this Agreement and the right and license to conduct business under the Marks at the Authorized Location will revert to us without further act or deed of any party. All of your right, title and interest in, to and under this Agreement will become our property. You must immediately comply with the postterm non-compete obligations under Section 11.D, cease all use and display of the Marks and of any proprietary material (including the Manual) and of all or any portion of promotional materials furnished or approved by us, assign all right, title and interest in the telephone numbers for the Aira Fitness Business and cancel or assign, at our option, any assumed name rights or equivalent registrations filed with authorities. You must pay all sums due to us, our affiliates or designees and all sums you owe to third parties that have been guaranteed by us or any of our affiliates. You must immediately return to us, at your expense, all copies of the Manuals then in your possession or control or previously disseminated to your employees and continue to comply with the confidentiality provisions of Section 6.I. You must promptly at your expense and subject to Section 15.B, remove or obliterate all Aira Fitness Business signage, displays or other materials in your possession at the Authorized Location or elsewhere that bear any of the Marks or names or material confusingly similar to the Marks and so alter the appearance of the Aira Fitness Business as to differentiate the Aira Fitness Business unmistakably from duly licensed Aira Fitness Businesses identified by the Marks. If, however, you refuse to comply with the provisions of the preceding sentence within thirty (30) days, we have the right to enter the Authorized Location and remove all Aira Fitness Business signage, displays or other materials in your possession at the Authorized Location or elsewhere that bear any of the Marks or names or material confusingly similar to the Marks, and you must reimburse us for our costs incurred. You are responsible for reimbursing members for all pre-paid services not rendered. Notwithstanding the foregoing, in the event of expiration or termination of this Agreement, you will remain liable for your obligations pursuant to this Agreement or any other agreement between you and us or our affiliates that expressly or by their nature survive the expiration or termination of this Agreement.

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