What standards must Alloy franchisees meet regarding supplies, materials, fixtures, furnishings, and equipment?

ITEM 8 RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES*

In order to ensure a uniform image and uniform quality of services and products throughout the Alloy system, you must maintain and comply with our quality standards. Although you are not required to purchase or lease real estate from us or our affiliates, we must accept the location of your Alloy Facility (see Item 11). You must construct and equip your Franchised Business in accordance with our then current approved design, specifications and standards. In addition, it is your responsibility to ensure that your building plans comply with the Americans with Disabilities Act and all other federal, state and local laws.

We reserve the right to designate a primary or single source of supply for certain required items, and we or an affiliate may be that single source. We have required vendors for equipment, our online POS and related technology services and printed marketing and promotional materials. We also reserve the right to require you to use a designated accountant or bookkeeping service if you do not provide required financial reports and statements when they are due, or your financial reports and statements are not accurate. For other items, we have a list of preferred vendors for your consideration, although you may use another vendor provided the vendor's product or service meets our specifications or standards.

You must maintain in sufficient supply (as we may prescribe in the Manual or otherwise in writing), and use at all times, only the products purchased from suppliers designated or approved by us, and any other products, materials, supplies, fixtures, furnishings, equipment, computer systems, signs, and other items as conform with our standards and specifications, and not deviate from those standards and specifications by the use of non-conforming items without our prior written consent. A complete list of our approved products and suppliers will be included in the Manual and is subject to change over time. We will provide you notice in the Manual or otherwise in writing (such as via e-mail) of any changes to the lists of approved products and approved suppliers. You may not enter into any agreement with any health club aggregator, multi-partner membership program or utilize any type of discount, deal, or coupon-type website, without our prior written consent.

You must permit us or our agents, during normal business hours, to remove a reasonable number of samples of products from your inventory or from the Franchised Business free of charge for testing by us or by an independent laboratory to determine whether the samples meet our thencurrent standards and specifications. In addition to any other remedies we may have, we may require you to pay for the testing if we have not previously approved the supplier of the item or if the sample fails to conform to our specifications.

Except for those items where we have approved a sole supplier, if you wish to purchase, lease or use any products or other items, or you wish to purchase from an unapproved supplier, you must submit a written request for approval, or must request the supplier to do so. We must approve any product or supplier in writing before you make any purchases of that product or from that supplier. We can require that our representatives be permitted to inspect the supplier's facilities and that samples from the supplier be delivered either to us or to an independent laboratory for testing. We reserve the right to re-inspect the facilities and products of any approved supplier and to revoke our approval if the supplier fails to continue to meet any of our then-current

standards. Our supplier approval procedure does not obligate us to approve any particular supplier, and in certain circumstances we may designated a supplier as a sole supplier or one of two or three approved suppliers. We will notify you within six months after we complete the inspection and evaluation process of our approval or disapproval of any proposed supplier. We are not required to make available to you or to any supplier the criteria for product or supplier approval that we deem confidential. You must reimburse all costs we incur related to evaluating a product or supplier that you propose, up to a maximum of $5,000 per request. We may also revoke approval of a particular product or supplier. If we notify you in writing that our approval has been revoked, you must stop purchasing that product and/or stop purchasing from that supplier.

We reserve the right to develop proprietary products that are manufactured according to our specifications. Because of the importance of quality and uniformity of production and the significance of those products in the System, it is to your and our benefit that we closely control the production and distribution of those products. Therefore, you will use only our proprietary products and will purchase those items only from us, our affiliate or from the supplier we designate.

You must obtain all supplies, materials, fixtures, furnishings, equipment (including computer hardware and software), and other products used or offered for sale at the Facility solely from suppliers who demonstrate, to our continuing reasonable satisfaction, the ability to meet our then-current standards or in accordance with our standards and specifications.

None of our officers has an ownership interest in any approved supplier.

We may, when appropriate, negotiate purchase arrangements, including price terms, with designated and approved suppliers on behalf of the System. These arrangements will include certain benefits to franchisees like having available sources of supply on a regular basis and may, with certain applied suppliers but not all suppliers, include negotiated price terms for the franchisees' benefit. At the present time there are no purchasing or distribution cooperatives established by us. We do not give you any benefits, like renewal or the granting of additional franchises, based on your buying any items from our approved suppliers.

We may establish strategic alliances or preferred vendor programs with suppliers that are willing to supply some products, equipment, or services to some or all of the centers in our system. If we do establish those types of alliances or programs, we may limit the number of approved suppliers with whom you may deal, we may designate sources that you must use for some or all products, equipment and services, and we may refuse to approve proposals from franchisees to add new suppliers if we believe that approval would not be in the best interests of the System.

We have the right to collect and retain any and all allowances, rebates, credits, incentives, or benefits (collectively, "Allowances") offered by manufacturers, suppliers, and distributors to you, to us, or to our affiliates based upon your purchases of products and services from manufacturers, suppliers, and distributors. We or our affiliates will have all of your right, title, and interest in and to any and all of these Allowances. We or our affiliates may collect and retain any or all of these Allowances without restriction (unless otherwise instructed by the manufacturer, supplier, or distributor).

Source: Item 8 — RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES (FDD pages 25–29)