What is the process for Basecamp Fitness to approve the signage lease for a Basecamp Fitness studio?

• B. Build-Out Package. You must purchase from us a "Build-Out Package", which includes your signage, initial marketing materials, furniture, fixtures and a design kit. You will order these items as a package through our on-line portal. The amounts you pay for these items are nonrefundable and are due at the times we specify. These items will not constitute all of the items you will need to establish and operate your Basecamp Studio and you will need to purchase other items.

• A. Construction. Your Basecamp Studio must be developed in accordance with applicable laws, regulations, codes and other governing requirements, as well as our mandatory specifications (the "Mandatory Specifications") that we provide to you, and with any Compliance Drawing. You may not begin construction of your Basecamp Studio until you have received our written consent to your actual design for your Basecamp Studio. You must supply us with accurate site information for your proposed location to allow us to create a Compliance Drawing for you. This information will include, but not be limited to, as-built drawings, surveys, technical data, construction documents and site plans.

• 1. Promptly after you have obtained possession of the site for your Basecamp Studio, you will: (i) retain the services of a licensed and qualified architect and/or design professional(s) to create the Construction Documents, and to complete construction of your Basecamp Studio in accordance with such Construction Documents; (ii) retain the services of a general contractor; (iii) have prepared and submitted for our approval a site survey and basic architectural plans and specifications consistent with our Mandatory Specifications; (iv) purchase or lease, and then, in the construction of your Basecamp Studio, use only the building materials, equipment, fixtures, furniture and signs we have approved; (v) complete the construction and/or remodeling, equipment, fixtures, furniture and signage lease in decorating your Basecamp Studio in full and strict compliance with the plans and specifications we approve, and with all applicable ordinances, building codes and permit requirements without any alterations; (vi) obtain all customary contractors' sworn statements and partial and final waivers; and (vii) 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.
• 1. You will make no changes to any building plan, design, layout or decor, or any equipment or signage in your Basecamp Studio without our prior written consent, and such changes may not be contrary to the Mandatory Specifications.

• D.

Promotion.

You will operate your Basecamp Studio so that it is clearly identified and advertised as a Basecamp Fitness studio.

The style, form and use of the words "Basecamp Fitness" in any advertising, written materials, products or supplies, including but not limited to any Technology Platform (defined below), must, however, have our prior written approval and comply with our specifications as we may prescribe in writing and as set forth in the Manual, or otherwise.

You will use the Marks that now or hereafter may form a part of the System, on all signs, paper supplies, business cards, uniforms, advertising materials, Technology Platforms, and other items in the identical combination and manner as we may prescribe in writing and you will supply to us samples or photographs of the same upon our request.

• E.

Substitutions of, or Adverse Claims to, Marks.

We have the right to protect and maintain all rights to the Marks against encroachment, misuse or unauthorized use and against all challenges to any rights of its use, as we deem appropriate.

If it becomes advisable at any time, in our sole discretion, to modify or discontinue use of any Mark, or to discontinue using any Mark, or if there is an adjudication by a court of competent jurisdiction that any party's rights to any of the Marks are superior to ours, then upon written notice from us, you will, at your sole expense, immediately adopt and use the changes and amendments to the Marks that are specified by us in writing, and if the Mark that is changed is the name "Basecamp Fitness" then all references in this Agreement to the name "Basecamp Fitness" will be deemed references to such substitute Mark.

• B. You will immediately and permanently cease to use, in any manner whatsoever, all confidential information, approved Information System and related software, methods, procedures and techniques used by or associated with the System, and the Marks and distinctive forms, slogans, signs, symbols, logos and devices associated with the System, as well as any name, mark, symbol, logo or slogan similar to any of the Marks. You will also specifically authorize us to physically remove any signage bearing any of the Marks that you may fail to remove. Further, if we elect to remove such signage, you will, upon demand, reimburse us for any costs we incur in doing so.

Source: Item 22 — CONTRACTS (FDD pages 61–62)