What is the Alloy franchisee required to do regarding the construction and equipping of the Facility?

You must construct and equip each Facility in strict accordance with our thencurrent approved specifications and standards pertaining to equipment, inventory, signage, fixtures, design and layout of the building.

You may not commence construction on any Facility until you have received our written consent to your building plans.

Without limiting the generality of the prior paragraph, you must promptly after obtaining possession of the site for the Facility: (i) contact and retain our designated construction manager or an architect that meets our approval and have prepared and submitted for our approval a site survey and basic architectural plans and specifications consistent with our general buildout, image, color scheme and décor requirements as set forth in the Manuals for an ALLOY Facility (including requirements for dimensions, exterior design, materials, interior design and layout, equipment, fixtures, furniture and signage); (ii) purchase or lease and then, in the construction of the Facility, use only the approved building materials, equipment, fixtures, audio visual equipment, furniture and signage; (iii) complete the construction and/or remodeling, equipment, fixtures, furniture and sign installation and decorating of the Facility in full and strict compliance with plans and specifications we approve and all applicable ordinances, building codes and permit requirements without any unauthorized alterations; (iv) obtain all customary contractors' sworn statements and partial and final waivers, obtain all necessary permits, licenses and architectural seals and comply with applicable legal requirements relating to the building, signs, equipment and premises, including, but not limited to, the Americans With Disabilities Act; and (v) obtain and maintain all required zoning changes, building, utility, health, sanitation, and sign permits and licenses and any other required permits and licenses. It is your responsibility to comply with the foregoing conditions.

Any change to the plans or any replacement, reconstruction, addition or modification in the space, interior or exterior decor or image, equipment or signage of the Facility to be made after our consent is granted for initial plans, whether at the request of you or of us, must be made in accordance with specifications that have received our prior written consent. You may not commence such replacement, reconstruction, addition or modification until you have received our written consent to your revised plans.

You may not open your Facility for business until: (1) you have complied with all requirements regarding site selection and construction of the Facility; (2) we determine that your Facility has been constructed, decorated, furnished, equipped and stocked with equipment, materials and supplies in accordance with plans and specifications we have approved; (3) the initial training program we provided has been completed to our satisfaction by all required persons; (4) the initial franchise fee and all other amounts due to us have been paid; (5) you have furnished us

with all certificates of insurance required by this Agreement; (6) you have obtained all required governmental permits, licenses and authorizations necessary for the operation of your Business; (7) you are in full compliance with all the terms of this Agreement; and (8) you have 75 members who have joined during the pre-sale marketing campaign, including a signed membership agreement and a verified credit card on file.

Source: Item 23 — RECEIPTS (FDD pages 69–245)