OVERVIEW - Tapout Fitness

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OVERVIEW 1

WHO WHO WE ARE WE ARE WHAT IS TAPOUT FITNESS? Tapout Fitness is martial arts infused fitness for all ages and fitness levels. Our signature program, Tapout Fusion is a revolutionary progressive 20-40-60 minute high intensity interval training (HIIT) class that incorporates movements influenced by boxing, kickboxing, and other martial arts, and essentially allows members to set their own class schedule. Tapout Martial Arts, our progressive belt ranking program for kids and adults, is our modern approach to traditional martial arts. WHAT MAKES TAPOUT FITNESS DIFFERENT? Tapout Fitness combines the martial arts philosophy of discipline, determination and respect, with the energy of cardio, weight and HIIT training. This fusion fully integrates the mind and body, delivering a transformative fitness experience. 2

BRAND HISTORY ABG and WWE announce a 50/50 joint venture for Tapout Tapout launches as a mixed martial arts-themed apparel brand and becomes a globally recognizable label generating annual sales of approx. 300 million via major retail chains 1997 Tapout Fitness crafts its franchise program Tapout Fitness launches, with first franchise opening in Atlanta, GA 2016 2014 2010 2015 ABG agrees to sell TOGyms ("Tapout Fitness") the exclusive global rights to use the Tapout brand in fitness facilities and online programs Authentic Brands Group (ABG) acquires Tapout brand Tapout Fitness marks milestone with more than 400 clubs sold 2017 ABG & WWE reposition Tapout as a lifestyle, aspirational, fitness brand 3 Key Executives with a combined 100-years of fitness industry experience join the Tapout Fitness Management Team 3

WHY TAPOUT FITNESS 1. World Class Brand 2. Industry Leading Management Team 3. Capitalizes on General Fitness & Martial Arts Markets 4. Multiple Revenue Streams 5. Progressive Approach for Kids & Adults Increases Retention 6. Ideal Studio Design 7. Comprehensive Marketing Support 8. Extensive Operational Training & Support 9. Attractive Investment 4

WORLD CLASS BRAND The Tapout brand is owned in partnership by Authentic Brands Group (ABG) and World Wrestling Entertainment (WWE). ABG is a brand-development, marketing and entertainment company, owning more than 30 consumer brands, including Tapout , Juicy Couture , Michael Jackson , Muhammad Ali , Marilyn Monroe , Elvis Presley , Aeropostale and Fredericks of Hollywood. As the preeminent provider of wrestling-based entertainment, WWE’s global media reach is staggering. WWE.com 138 million monthly page views 37 million mobile app downloads WWE has more than 500 live events per year, with 6-7 live events per week on average. John Cena is the official Brand Ambassador for Tapout. #2 IN TOTAL FANS OF 17 BILLION VIEWS SPORTS BRAND #1 SPORTS CHANNEL 825 MILLION FOLLOWERS ACROSS ALL SOCIAL MEDIA PLATFORMS 5

LEADING MANAGEMENT TEAM MARC TASCHER Executive Chairman: Founder, Chairman/CEO/CFO of 160-club chain Town Sports International (NASDAQ “CLUB”); Former CEO of Crunch, Bally, Sports & Fitness Ventures and others. BEN CROSBIE Founder/Vice Chairman/CDO of Tapout Fitness; Fitness Entrepreneur with over 20 years of industry experience. RICK BOUZA President: Former TSI VP Operations (responsible for 160 clubs); VP Sales Crunch, COO American Leisure International. DAVID GELLER Chief Marketing Officer: Former Head of Marketing for Equinox Fitness Clubs, Blink Fitness, Pure Yoga, and others. GREG JACKSON Director of Martial Arts Programming: Co-founded Jackson-Wink Academy and is universally acknowledged as the world’s preeminent mixed martial arts coach and instructor, with an 85% winning percentage and 14 world champions. DREW PARAS Director of Franchise Development: 20 year franchise industry veteran; Successful owner/operator and author of numerous books. 6

MULTIPLE REVENUE STREAMS Recurring Monthly Membership Dues Class Packages One-on-One Personal Training Small Group Personal Training Tapout Fitness Branded Clothing & Accessories Corporate Programs 7

CAPITALIZES ON GENERAL FITNESS & MARTIAL ARTS MARKETS 65 nations with strong international growth The health club industry has steady, dependable growth & strong recurring revenue. 186,000 facilities worldwide with 151 million members From 2015 to 2016, US Health Club revenue grew 7% from 25,8 to 27.6 billion Membership grew 27% (from 45.3 to 57.3 million members) from 2009 to 2016 Nearly one out of five Americans belongs to a gym 55% are under 40 years old 8

CAPITALIZES ON GENERAL FITNESS & MARTIAL ARTS MARKETS A 4 billion mainstream business enjoyed by 18.1 million Americans Martial arts programming has seen explosive growth. Grown at 2x the rate of the overall health club industry for the past five years Strong programming and built-in community attributes: hard work self-discipline, pride, honor, and progression Undergoing a “yoga-like” transformation from a local, fragmented industry to a 9 billion global business with branded chains * IHRSA 2016 report and IBIS research 9

PROGRESSIVE APPROACH INCREASES RETENTION Progressive programming, loyalty based pricing strategies and rewards program dramatically increase retention and financial success Proprietary approach combines the skill-building and personal empowerment of boxing, kickboxing, and other martial arts with the current resultsfocused consumer trend of HIIT training Signature Tapout Fusion 20-40-60 minute HIIT class format allows members to set their own class schedule Programming/equipment such as Tapout 20 are not available at any other fitness facility Tapout Martial Arts for kids and adults complements our signature program and broadens appeal 10

COMPREHENSIVE MARKETING SUPPORT CLUB SPECIFIC MARKETING PLANS MULTI-CHANNEL APPROACH Direct Mail Out of Home Local Partnerships Social Media Digital Online Marketing Asset Portal SEO Optimized Website Online Advertising Search Engine Marketing Blogs & Content Marketing Lim ite d Cha rte Fir st 50 me mb ers me mb er r me mb ers reC eiv sh ip oF FiC e RE SU LT S. NO T EX CU SE mad ison ta P o u sh ip oF FiC e no W op en (bet wee no W op en 45 e. 55t h st. n mad ison ave. & Park ave. ) 212 .87 2.1 ave. & Park ave. ) 786 786 RE SU LT S. NO T EX CU SE S. gLo ves 45 e. 55t h st. n 212 .87 2.1 CR EATE bLe NYC’s most iNN bouti que f itNes gLo ves me mb er (bet wee CR EATE hip s ava iLa e Fre e bo xin g N YLim C ite ’ sd m Cha orte s tr me i NmbNers bouti o hip v astava i viLa Fir st 50 q u e f e bLe me mb ers i t N e s s reC eiv e Fre es t u d i o bo xin g S. ta P o u tfitNe ss .Co m tfitNe ss .Co m PHASED MARKETING APPROACH Presale Marketing Plan to Attract Members Before Club Opens Grand Opening Event Planning & Execution Support On-going Support 11

MARKETING ASSETS A-Frame Handouts N y C ’ S M O S T I N N O VAT I V E bOUTIqUE FITNESS STUDIO e x p e r i e n C e ta p o U t F i t n e s s Each 60-minute class delivers an addictive blend of our Martial Arts infused HITT programming including: Tapout FIT. A cutting edge combination of boxing and kickboxing with the heart pounding cardio routines used by today’s top athletes. Tapout Sweat. A results-driven workout combining kettle bells, battle ropes, and cutting edge equipment. Tapout 20. Our revolutionary circuit. Tapout Team. Boot Camp-style workout in a dynamic group setting. CREATE RESULTS. NOT EXCUSES. L i m i t e d C h a rt e r m e m b e r s h i p s ava iLa b L e F i r st 5 0 m e m b e r s r eC e i v e F r e e box i n g g Lov e s m em b ershi p o FFi C e n oW op en 45 E. 55th St. 212.872.1786 (between Madison Ave. & Park Ave.) TAPOUTFITNESS.COM Tapout: The Official Fitness & Training Partner of WWE MARTIAL ARTS INFUSED FITNESS F O R A L L AG E S & F I T N E S S L E V E L S THE FASTEST WAY TO FIT. O U R I N D I V I D U A L I z E D A P P R OAC h Guest Passes AND POSITIVE COMMUNITy W I L L I N S P I R E yO U R I N N E R AT h L E T E Lim ite d C ha rt e r m e m b e r s hi ps ava i La b L e F irst 5 0 m e m b e r s r eC e i v e F r e e box i n g g Lov e s m e m b e r s h i p o F F iCe n oW o pe n Tapout: The Official Fitness 45 E. 55th St. 212.872.1786 (between Madison Ave. & Park Ave.) TAPOUTFITNESS.COM & Training Partner of WWE 12

CUSTOMIZED DIGITAL PLATFORMS FACEBOOK PAGE CLUB WEBSITE CREATE RESULTS, NOT EXCUSES. INSTAGRAM PAGE 13

MULTIPLE DIGITAL CAPABILITIES DIGITAL ADVERTISING LANDING PAGES Locally targeted social media advertising utilizing the latest ad formats and technology to drive results. We deploy brand-approved landing pages that are mobile and conversion optimized to capture prospect and referral leads. SOCIAL MEDIA ONLINE LISTINGS Create awareness and interactions around informative, entertaining and inspiring content. Spark conversations that want to be shared. We can setup and maintain your online listing presence on more than 80 online directories and local listings EMAIL MARKETING ONLINE REPUTATION Automated follow up response emails with subsequent reminder emails designed to create warm leads and referrals. We actively monitor and respond to your online reviews and social conversations to ensure that your reputation continues to help you grow. CONTENT MARKETING REPORTING PORTAL Develop search optimized content that engages and tells a story to the right audience. Help your location be discovered. All results, leads and activity are available 24/7 on the proprietary LocalLight portal . 14

EXTENSIVE OPERATIONAL SUPPORT COMPLETE FRANCHISE TOOL KIT TRAINING Intensive Operational Training Tapout Martial Arts Certification Tapout Fusion Certification Additional Education and Training as Needed SUPPORT FRANCHISE TOOL KIT Weekly Calls from Presale thru Initial Operations Monthly Calls to Review Sales Performance Periodic Club Visits Operations Team is Readily Available as Needed 15

FINANCIAL HIGHLIGHTS Studio Size 2,400-10,000 RSF Franchise Fee 50,000 (Veterans Incentives Available) Minimum Liquid Capital 100,000 Minimum Net Worth 200,000 Royalty 6% of Gross Multiple Unit Incentive Available 16

CREATE RESULTS NOT EXCUSES 17

for Tapout ABG & WWE reposition Tapout as a lifestyle, aspirational, fitness brand Tapout Fitness launches, with first franchise opening in Atlanta, GA 3 Key Executives with a combined 100-years of fitness industry experience join the Tapout Fitness Management Team Tapout Fitness marks milestone with more than 400 clubs sold. 2010 2014 2015 .

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