Non-Disclosure Agreement

This Non-Disclosure Agreement (this “Agreement”), effective as of the date of submission of this form,(the “Effective Date”), is by and between:

(i) Gym Pods, LLC (the “Company”); and (ii), an individual whose name and email are submitted with this form.

WHEREAS, in connection with the Recipient’s consideration of a possible transaction with the Company in relation to the franchise system (the “Transaction”), the Recipient has requested or may be provided with certain information concerning the Company and/or the franchise system which is non-public, confidential, or proprietary in nature; and

WHEREAS, the Company wishes to protect and preserve the confidentiality of such information.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions setforth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Definitions. For purposes of this Agreement, the following terms have the following meanings:

(a) “Affiliate” means, with respect to any Person, any other Person that is directly or indirectly Controlling, Controlled by, or under common Control with suchPerson, where “Control” and derivative terms mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.

(b) “Evaluation Material” means all information, data, documents, agreements, files, and other materials, whether disclosed orally or disclosed or stored in written, electronic, or other form or media, which is obtained from or disclosed by the Company, its Representatives, or otherwise, and whether obtained before or on or after the date hereof regarding the Company and its Affiliates, including, without limitation,

(i) information concerning the Company’s and its Affiliates’, and its and their customers’, suppliers’ and other third parties’, past, present and future business affairs including, without limitation, finances, revenues, financial performance information, customer or franchisee information, supplier information, products, services, formulas, product ideas, manufacturing processes and procedures, operations manuals, specifications, organizational structure and internal practices, forecasts, sales and other financial results, records and budgets, and business, marketing, development, sales and other commercial strategies;(ii) other confidential intellectual property;(iii) designs, specifications, documentation, components, source code, object code, images, icons, audiovisual components and objects, schematics, drawings, protocols, processes, and other visual depictions, in whole or in part, of any of the foregoing;2(iv) third-party confidential information included with, or incorporated in, any information provided by the Company to the Recipient or itsRepresentatives; and

(v) notes, analyses, compilations, reports, forecasts, studies, samples, and other documents prepared by or for the Recipient that contain or other wise reflect or are derived or based in whole or in part on such information, data, documents, agreements, files, or other materials.The term “Evaluation Material” as used herein does not include information that: (1) at the time of disclosure or thereafter is generally available to and known by the public (other than as are sult of its disclosure directly or indirectly by the Recipient or its Representatives in violation of this Agreement); or (2) was available to the Recipient on a non-confidential basis from a source other than the Company or its Representatives, provided that such source is not and was not boundby a confidentiality agreement with respect to such information or otherwise prohibited from transmitting such information by a contractual, legal, or fiduciary obligation.

(c) “Person” means any individual, corporation, limited or general partnership, limited liability company, limited liability partnership, trust, association, joint venture, governmental entity, or other entity.

(d) “Representatives” means, as to any Person, such Person’s Affiliates, andits and their respective directors, officers, employees, managing members, general partners, agents, and consultants (including attorneys, financial advisors, and accountants).Other terms not specifically defined in this Section 1 shall have the meanings given them elsewhere in this Agreement.

2. Use of Evaluation Material and Confidentiality. The Recipient shall keep theEvaluation Material strictly confidential and shall not use the Evaluation Material for any purpose other than to evaluate, negotiate, and consummate the Transaction. The Recipient shall not disclose or permit its Representatives to disclose any Evaluation Material except:

(a) ifrequired by law, regulation, or legal or regulatory process, and then only in accordance withSection 5; or

(b) to its Representatives, to the extent necessary to permit such Representatives to assist the Recipient in evaluating, negotiating, and consummating the Transaction; provided, that the Recipient shall require each such Representative to be bound by the terms of thisAgreement to the same extent as if they were parties hereto. Recipient shall be responsible for any breach of this Agreement by any of its Representatives except for breaches committed by any such Representative that has executed its own confidentiality agreement with the Company with respect to the Transaction.

3. Discussions to Remain Confidential. Except for such disclosure as is necessary, in the written opinion of the Recipient’s counsel, to not to be in violation of any applicable law, regulation, order, or other similar requirement of any governmental, regulatory, or supervisory authority, the Recipient shall not, and shall not permit any of its Representatives to, without the prior written consent of the Company, disclose to any Person:

(a) the fact that the EvaluationMaterial has been made available to the Recipient or its Representatives or that the Recipient or3its Representatives has received or inspected any portion of the Evaluation Material;

(b) the existence or contents of this Agreement;

(c) the fact that investigations, discussions, or negotiations are taking or have taken place concerning the Transaction, including the status thereof; or

(d) any terms, conditions, or other matters relating to the Transaction.

4. No Representations or Warranties; No Other Obligation. The Recipient understands and agrees that neither the Company, nor any of its Representatives:

(a) have made or make any representation or warranty hereunder, expressed or implied, as to the accuracy or completeness of the Evaluation Material; or

(b) shall have any liability hereunder to the Recipient or itsRepresentatives relating to or resulting from the use of the Evaluation Material or any errors there in or omissions therefrom. The parties agree that unless and until a definitive agreement between theCompany and Recipient has been executed and delivered with respect to the Transaction, theCompany will not be under any legal obligation of any kind whatsoever with respect to theTransaction, including any obligation to:

(i) consummate a Transaction; (ii) conduct or continue discussions or negotiations; or (iii) enter into or negotiate a definitive agreement. The Company reserves the right, in its sole discretion, at any time and for any reason or no reason, to reject anyand all proposals made by the Recipient or on its behalf with regard to the Transaction, to terminate discussions and negotiations with the Recipient at any time, and to enter into any agreement with any other Person without notice to the Recipient or any of its Representatives.

5. Required Disclosure. If the Recipient or any of its Representatives is required, in the written opinion of the Recipient’s counsel, to disclose any Evaluation Material, by law, regulation, or legal or regulatory process, the Recipient shall:

(a) take all reasonable steps to preserve the privileged nature and confidentiality of the Evaluation Material, including requesting that the Evaluation Material not be disclosed to non-parties or the public;

(b) give the Company prompt prior written notice of such request or requirement so that the Company may seek an appropriate protective order or other remedy; and

(c) cooperate with the Company to obtain such protective order. In the event that such protective order or other remedy is not obtained, theRecipient (or such other Persons to whom such request is directed) will furnish only that portion of the Evaluation Material which, on the advice of the Recipient’s counsel, is legally required tobe disclosed and, upon the Company’s request, use its best efforts to obtain assurances that confidential treatment will be accorded to such information.

6. Return or Destruction of Evaluation Material. In the event the Recipient decides not to proceed with a Transaction, Recipient shall promptly inform the Company. In that case, or at any time upon the Company’s written request in its sole discretion and for any reason, the Recipient shall promptly, and in any event no later than five days after the request, destroy or return allEvaluation Material (including all copies, extracts, or other reproductions) to the Company and, to the extent Evaluation Material is destroyed, certify in writing to the Company that such EvaluationMaterial (including any Evaluation Material held electronically) has been destroyed.Notwithstanding the return or destruction of Evaluation Material, the Recipient and itsRepresentatives shall continue to be bound by their obligations of confidentiality and other obligations hereunder.

7. Remedies. The parties agree that money damages would not be a sufficient remedy for any breach or potential breach of this Agreement by the Recipient or any of itsRepresentatives (treating the Recipient’s Representatives as if they were signatories hereto) and that without prejudice to any other rights and in addition to all other remedies it may be entitled4to, the Company shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach or potential breach. In the event that the Company institutes any legal suit, action, or proceeding against the Recipient arising out of or relating to thisAgreement, the Company shall be entitled to receive in addition to all other damages to which it may be entitled, the costs incurred by the Company in conducting the suit, action, or proceeding, including reasonable attorneys’ fees and expenses and court costs.

8. No Waiver of Privilege. To the extent that any Evaluation Material includes materials subject to the attorney-client privilege, the Company is not waiving, and shall not be deemed to have waived or diminished, its attorney work-product protections, attorney-client privileges, or similar protections and privileges as a result of disclosing any Evaluation Material(including Evaluation Material related to pending or threatened litigation) to the Recipient or any of its Representatives.

9. Term. This Agreement shall continue for a period of three years after the EffectiveDate. Notwithstanding the foregoing, Recipient agrees that trade secrets of the Company or itsAffiliates shall not be disclosed at any time, including after termination or expiration of thisAgreement.

10. Terms of This Agreement Control. The terms of this Agreement shall control over any additional purported confidentiality requirements imposed by any offering memorandum, web-based database, or similar repository of Evaluation Material to which the Recipient or any of its Representatives is granted access in connection with the evaluation, negotiation, or consummation of the Transaction, notwithstanding acceptance of such an offering memorandum or submission of an electronic signature, “clicking” on an “I Agree” icon, or other indication of assent to such additional confidentiality conditions, it being understood and agreed that the confidentiality obligations with respect to Evaluation Material are exclusively governed by thisAgreement and may not be enlarged except by a written agreement that is hereafter executed by each of the parties hereto.

11. Governing Law; Jurisdiction and Venue. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction)that would cause the application of Laws of any jurisdiction other than those of the State of Florida.Any legal suit, action or proceeding arising out of or related to this Agreement or the matters contemplated hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of Florida in each case located in Palm Beach County, Florida, and eachParty irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding and waives any objection based on improper venue or forum non conveniens. Service of process, summons, notice or other document by mail to such Party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court.

12. Entire Agreement; Amendments. This Agreement sets forth the entire agreement regarding the Evaluation Material, and supersedes all prior negotiations, understandings, and agreements. No provision of this Agreement may be modified, amended, or changed except by a writing signed by the parties hereto.

13. Severability. If any provision of this Agreement, or the application thereof to anyPerson, place, or circumstance, shall be held by a court of competent jurisdiction to be invalid, unenforceable, or void, the remainder of this Agreement and such provision as applied to otherPersons, places, or circumstances shall remain in full force and effect.

14. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given:

(a) when delivered by hand (with written confirmation of receipt);

(b) when received by the addressee ifsent by a nationally recognized overnight courier (receipt requested);

(c) on the date sent by facsimile or email of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours ofthe recipient; or

(d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses set out in this Agreement (or to such other address that may be designated by a party from time to time in accordance with this Section 14).

15. Assignment. Neither this Agreement nor any of the rights or obligations here under may be assigned by any party without the prior written consent of the non-assigning party. Any purported assignment without such consent shall be void and unenforceable. Any purchaser of theCompany or all or substantially all of the assets of the Company shall be entitled to the benefits of this Agreement, whether or not this Agreement is assigned to such purchaser.

16. Waivers. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set out in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege here under preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

17. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement.A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.