Under what conditions will Aira Fitness refrain from establishing or licensing others to establish Aira Fitness Centers in the Development Area?

ilities and other businesses under a different trademark within and outside the Designated Area which may be similar to or competitive with Aira Fitness Businesses. We will not operate, franchise, or license the operation of an exercise facility offering 24/7 keycard access and substantially similar to an Aira Fitness Business in your Designated Area, except in connection with our acquisition of a multi-unit brand. If we acquire a multi-unit brand (through a stock purchase, asset purchase, merger, or otherwise), we or our affiliate may operate, franchise, or license the operation of the acquired brand within and outside the Designated Area, without offering any rights or compensation to you. You do not have any right to sublicense or sub-franchise within or outside of the Designated Area and under this Agreement you do not have the right to operate more than one Aira Fitness Business within the Designated Area without our prior written approval and must sign a separate Franchise Agreement for any additional Aira Fitness Business.

• D. Reserved Rights. We reserve to ourselves all other rights to use the System and Marks anywhere and in any manner including, without limitation, the right to offer, sell or distribute items such as training videos, equipment, athletic gear, etc., associated with the System (now or in the future) or identified by the Marks, or any other trademarks, service marks or trade names, through any distribution channels or methods, without compensation to any franchisee. These distribution channels or methods may include, without limitation, retail stores, mail order, wholesale or the internet (or any other existing or future form of electronic commerce). These rights also include the right to provide and license third parties to provide ancillary programs developed by or for us or our affiliates at host locations (such as apartments, condominium associations, corporate offices, schools, community Aira Fitness Business and other gyms and exercise facilities), within and outside your Designated Area and without compensation to you.

You also acknowledge and agree that certain locations within and outside the Designated Area are by their nature unique and separate in character from sites generally developed as Aira Fitness Businesses. As a result, you agree

that the following locations ("Special Sites") are excluded from the Designated Area and we have the right to develop, license or franchise Aira Fitness Businesses within such locations: (1) military bases; (2) public transportation facilities, including, without limitation, airports, railway stations, limited access highway travel plazas and other transportation terminals; (3) sports facilities, including race tracks; (4) student unions or other similar buildings on college or university campuses; (5) hotels, resorts or similar short-term lodging; (6) apartment or condominium complex; and (7) corporate office buildings or office parks.

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.

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