Founding Member Agreement

Axis Athletic Club of Omaha, LLC

Current version: October 2026

This FOUNDING MEMBER AGREEMENT (this "Agreement") is entered into as of the date you accept it (the "Effective Date") between AXIS ATHLETIC CLUB OF OMAHA, LLC, a Nebraska limited liability company (the "Gym," "we," "us," or "our"), and the individual accepting this Agreement ("Founding Member," "you," or "your").

1. Background

1.1 We are developing and preparing to open a performance club and fitness facility located in central Omaha, Nebraska (the "Club").

1.2 We are offering a limited number of individuals the opportunity to reserve a membership in advance of opening on the preferential terms described in this Agreement (the "Founding Member Program").

1.3 You wish to reserve a founding membership, and we wish to accept your reservation, on the terms set out below.

2. Definitions

"Activities" has the meaning given in Section 9.1.
"Business Day" means any day except Saturday, Sunday and any day which is recognized as a United States federal holiday.
"Club" has the meaning given in Section 1.1.
"Deposit" means the payment of FIVE HUNDRED FIFTY AND 00/100 DOLLARS ($550.00) as described in Section 4.
"Family Member" has the meaning given in Section 6.2.
"Force Majeure Event" has the meaning given in Section 9.4.
"Founding Member Package" means a package of welcome goods, services, and/or benefits to be determined and announced by us prior to the Opening Date, provided to each founding member at no additional charge upon the opening of the Club.
"Founding Member Program" has the meaning given in Section 1.2.
"Founding Rate" has the meaning given in Section 7.4.
"Initiation Fee" means our standard one-time membership initiation fee of TWO THOUSAND FIVE HUNDRED AND 00/100 DOLLARS ($2,500.00), payable as described in Section 7.2.
"Media" has the meaning given in Section 11.
"Membership Tier" means the membership level you select under Section 6.
"Monthly Dues" means the recurring monthly membership fee for your selected Membership Tier.
"Opening Date" means the first day the Club is open to members for regular use, as determined and announced by us.
"Program Cap" has the meaning given in Section 3.1.
"Refund Deadline" has the meaning given in Section 5.1.
"Releasees" has the meaning given in Section 9.2.

3. Founding Member Program; Cap

3.1 The Founding Member Program is limited to a total of fifty (50) founding members (the "Program Cap").

3.2 Founding memberships are accepted on a first-come, first-served basis, determined by the date we receive both your electronic acceptance of this Agreement and your Deposit in full. Your reservation is confirmed only when we confirm our acceptance to you, including electronically.

3.3 Once the Program Cap is reached, the Founding Member Program is closed, and no further founding memberships will be offered. If you submit this Agreement and Deposit after the Program Cap has been reached, we will not accept your reservation; at your option, we will either (a) place you on a waitlist and notify you if a founding spot becomes available, or (b) promptly return your Deposit in full. No founding membership exists unless and until we confirm our acceptance to you, including electronically.

4. Deposit

4.1 To reserve your founding membership, you agree to pay to us a deposit of FIVE HUNDRED FIFTY AND 00/100 DOLLARS ($550.00) (the "Deposit") upon signing this Agreement.

4.2 The Deposit holds your spot as a founding member and, subject to Section 5, is applied toward your first month of membership as described in Section 7. The Deposit does not, by itself, entitle you to use the Club before the Opening Date.

5. Refund of Deposit and Initiation Fee Before Opening

5.1 Your Deposit and your Initiation Fee (if already paid) are each fully refundable at any time up to and including the date that is forty-five (45) days before the Opening Date (the "Refund Deadline"), for any reason or no reason. After the Refund Deadline, both the Deposit and the Initiation Fee are non-refundable.

5.2 To request a refund, you must notify us in writing (including by email to jb@axisathleticclub.com) at any time on or before the Refund Deadline. Your request need not follow any particular form; it is sufficient if it states your intent to cancel and obtain a refund of your Deposit and Initiation Fee (if already paid).

5.3 We will refund the full Deposit and the Initiation Fee (if already paid) within fourteen (14) Business Days after we receive your request, by the same method of payment used to pay the Deposit or by another mutually agreed method. Upon refund, this Agreement terminates and neither party has any further obligation to the other.

5.4 We may also elect to refund your Deposit and terminate this Agreement if the Club does not open, if we discontinue the Founding Member Program, or if we are otherwise unable to provide the founding membership, in which case we will refund the full Deposit within fourteen (14) Business Days. If the Opening Date has not occurred by December 31, 2027 (as such date may be extended pursuant hereto), we will contact you to discuss the status of the Club and your options, which may include (a) continuing to wait for the Club to open on the applicable terms hereof, or (b) receiving a full refund of your Deposit. You will have thirty (30) days from the date of our notice to respond. If you do not respond within such thirty (30) day period, you will be deemed to have elected to continue to wait for the Club to open on the applicable terms hereof, and we will retain your Deposit until the Opening Date, at which time it will be applied in accordance with Section 7. For the avoidance of doubt, your right to request a refund under Section 5.1 remains available at all times on or before the Refund Deadline, including during the consultation period described in this Section 5.4. We may extend the anticipated Opening Date referenced in this Section 5.4 (December 31, 2027) one (1) time, by up to one hundred eighty (180) days, upon prior written notice.

6. Selection of Membership Tier

6.1 Before the Opening Date, you must select one of the following Membership Tiers, each billed at the corresponding Monthly Dues:

Individual: $550.00 per month
Longevity: $650.00 per month
Family: $850.00 per month

6.2 The Family Membership Tier includes the Founding Member plus one (1) additional person, who must be the Founding Member's spouse or domestic partner, or an individual who is at least twenty-one (21) years of age (the "Family Member"). You must identify your Family Member before the Opening Date or at the time you select the Family Membership Tier, whichever is later, and you may change your designated Family Member by written notice to us in accordance with Section 12.6, subject to our then-current membership terms and policies regarding Membership Tiers and designee changes (including any restrictions on the frequency of, or fees for, such changes).

6.3 You shall select your Membership Tier on the electronic acceptance block at the end of this Agreement.

6.4 If you have not selected a Membership Tier by the Opening Date, we will contact you to confirm your selection before beginning billing under Section 7. You may change your selected Membership Tier at any time before the Opening Date by written notice to us in accordance with Section 12.6.

7. Founding Member Package; Initiation Fee; Conversion of Deposit; Start of Billing

7.1 As a founding member, you will receive the Founding Member Package upon the Opening Date at no additional charge. The contents of the Founding Member Package will be determined and announced by us prior to the Opening Date. Receipt of the Founding Member Package is contingent upon your founding membership being accepted pursuant to the terms and conditions contained herein and your status as a founding member remaining in effect.

7.2 The Initiation Fee of TWO THOUSAND FIVE HUNDRED AND 00/100 DOLLARS ($2,500.00) is due and payable no later than the Refund Deadline (or, if you become a founding member after the Refund Deadline, upon execution of this Agreement). We will notify you in writing of the anticipated Opening Date and the Initiation Fee due date at least ninety (90) days before the Opening Date (or, if you become a founding member within ninety (90) days of the Opening Date, upon execution of this Agreement). If the Initiation Fee is not received by the Refund Deadline (or by execution of this Agreement, as applicable), we may, in our sole discretion, cancel your founding membership and refund your Deposit in accordance with Section 5. After the Refund Deadline, the Initiation Fee is non-refundable. On the Opening Date, your Deposit converts into and is applied toward your first month of Monthly Dues for your selected Membership Tier:

Individual ($550.00 Monthly Dues). The Deposit covers your entire first month's Monthly Dues, and no additional first-month payment is due.
Longevity ($650.00 Monthly Dues). The Deposit is credited toward your first month, and the remaining ONE HUNDRED AND 00/100 DOLLARS ($100.00) balance is due on the Opening Date.
Family ($850.00 Monthly Dues). The Deposit is credited toward your first month, and the remaining THREE HUNDRED AND 00/100 DOLLARS ($300.00) balance is due on the Opening Date.

7.3 Recurring monthly billing of your Monthly Dues begins on the Opening Date, with the Monthly Dues for the first month billed pursuant to Section 7.2. Each subsequent month's Monthly Dues will be billed in advance on the same day of each month (or, for months without that day, the last day of the month) until your membership is cancelled in accordance with our then-current membership terms.

7.4 Subject to the exceptions, terms and conditions set forth in this Agreement, your Monthly Dues are fixed at the rate set forth in Section 6.1 for your selected Membership Tier (the "Founding Rate"), and shall not be increased for any reason so long as your membership remains active, except that we may increase the Founding Rate from time to time to reflect inflation and increases in the cost of living. Notwithstanding any provision of the Gym's then-current membership agreement or terms to the contrary, including any general rate increase or adjustment applicable to other members, your Monthly Dues shall remain at the Founding Rate, subject only to adjustments for inflation as described in this Section 7.4. For purposes of this Section 7.4, a membership freeze or pause permitted under our then-current club policies does not constitute a break in or termination of membership; only a cancellation of membership ends the Founding Rate. If you change your Membership Tier before the Opening Date in accordance with Section 6.4, the Founding Rate for your new Membership Tier shall be the rate set forth in Section 6.1 for that tier. If you change your Membership Tier after the Opening Date, you will pay the Gym's then-current standard rate for the new tier, and the Founding Rate will no longer apply. Notwithstanding the foregoing, the Founding Rate does not include, and the Gym may pass through to you, any sales tax, use tax, excise tax, or other tax or government-mandated fee imposed on or with respect to your Monthly Dues, whether now existing or hereafter enacted. The rate protection in this Section 7.4 is personal to you as a founding member and applies only to your Monthly Dues for your selected Membership Tier. Nothing in this Agreement limits or restricts our right, in our sole discretion, to establish, change, or increase membership rates, dues, fees, initiation fees, or other charges applicable to non-founding or regular memberships, or to any membership or program we offer after the Founding Member Program is filled, closed, or discontinued. This rate protection is a founding member benefit within the meaning of Section 7.7.

7.5 Once the Refund Deadline has passed, both the Deposit and the Initiation Fee are non-refundable. If you cancel your founding membership on or before the Refund Deadline, we will refund the Deposit and the Initiation Fee (if already paid) in full in accordance with Section 5. After the Refund Deadline, any cancellation of your membership is governed by our then-current membership agreement and terms.

7.6 You authorize us to charge the payment method on file for the Initiation Fee described in Section 7.2, the first-month balance (if any) described in Section 7.2, and for recurring Monthly Dues under Section 7.3. You may update your payment method by written notice to us in accordance with Section 12.6.

7.7 On the Opening Date, you agree to be bound by, and to comply with, the Gym's then-current membership agreement and all applicable terms, conditions, rules, and policies governing the use of the Club, as may be amended by us from time to time. Your continued use of the Club following the Opening Date constitutes your acceptance of such membership agreement and terms. In the event of a conflict between this Agreement and the Gym's then-current membership agreement or terms, this Agreement shall control with respect to the founding member benefits set forth herein, including without limitation the Founding Member Package under Section 7.1, the Initiation Fee and Deposit conversion terms under Section 7.2, and rate protection under Section 7.4, in each case whether before or after the Opening Date and as further provided in Section 12.2.

7.8 As a founding member, you will receive priority consideration for limited-availability amenities and programming at the Club, which may include personal locker assignment, advance booking windows for classes and recovery services, and early registration for member events, clinics, and seminars. The specific benefits included, and the manner in which priority is applied, will be determined and announced by us prior to the Opening Date and may be modified from time to time in our sole discretion. This priority access is a founding member benefit within the meaning of Section 7.7.

8. Servicemember Termination Rights

If you are a servicemember and receive military orders to relocate for a period of service of at least ninety (90) days to a location not covered by this membership, you may terminate this Agreement or your membership as provided under Nebraska law. To do so, deliver written or electronic notice of termination together with a copy of your military orders in accordance with Section 12.6. We will not impose any early-termination charge, and we will refund any fees or charges you have paid for the period after the termination date within the time required by law. This Section 8 does not limit any rights you may have under the federal Servicemembers Civil Relief Act.

9. Assumption of Risk; Waiver and Release of Liability

9.1 YOU ACKNOWLEDGE THAT USE OF THE CLUB AND PARTICIPATION IN PHYSICAL EXERCISE, FITNESS ACTIVITIES, AND RELATED PROGRAMS (COLLECTIVELY, THE "ACTIVITIES") IS A POTENTIALLY DANGEROUS ACTIVITY AND INVOLVES THE RISK OF PERSONAL INJURY, PAIN, SUFFERING, TEMPORARY OR PERMANENT DISABILITY, DEATH, AND/OR PROPERTY DAMAGE. NOTWITHSTANDING THE RISK, YOU ACKNOWLEDGE THAT YOU ARE KNOWINGLY AND VOLUNTARILY CHOOSING TO PARTICIPATE IN THE ACTIVITIES WITH AN EXPRESS UNDERSTANDING OF THE DANGER INVOLVED AND HEREBY AGREE TO ACCEPT AND ASSUME ANY AND ALL RISKS OF INJURY, DISABILITY, DEATH, AND/OR PROPERTY DAMAGE ARISING FROM YOUR USE OF THE CLUB AND PARTICIPATION IN THE ACTIVITIES, WHETHER CAUSED BY THE ORDINARY NEGLIGENCE OF THE GYM OR OTHERWISE.

9.2 You hereby expressly waive and release any and all claims, now known or hereafter known, against the Gym, and its managers, members, employees, agents, affiliates, successors, and assigns (collectively, "Releasees"), on account of injury, disability, death, or property damage arising out of or attributable to your use of the Club or participation in the Activities, whether arising out of the ordinary negligence of the Gym or any Releasees or otherwise. You covenant not to make or bring any such claim against the Gym or any other Releasee, and forever release and discharge the Gym and all other Releasees from liability under such claims. This waiver and release does not extend to claims for gross negligence, willful misconduct, or any other liabilities that Nebraska law does not permit to be released by agreement.

9.3 You shall defend, indemnify, and hold harmless the Gym and all other Releasees against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorney fees and the costs of enforcing any right to indemnification under this Agreement, incurred by the Gym or any other Releasees, arising out of or resulting from any claim of a third party related to your use of the Club or participation in the Activities.

9.4 We shall not be liable for, and the Opening Date may be delayed by, any cause beyond our reasonable control, including without limitation acts of God, fire, flood, earthquake, pandemic, epidemic, governmental action, labor disputes, supply-chain disruptions, construction delays, permitting delays, utility failures, or any similar event (each, a "Force Majeure Event"). If a Force Majeure Event delays the Opening Date, we will notify you of the expected delay as soon as reasonably practicable. During any such delay, your Deposit remains fully refundable under Section 5 through the Refund Deadline, and neither party shall have any liability to the other arising from the delay.

10. Dispute Resolution

10.1 Any claim or cause of action arising under or relating to this Agreement may be brought only in the federal and state courts located in Douglas County, Nebraska, and each party hereby consents to the exclusive jurisdiction and venue of such courts.

10.2 EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

10.3 To the fullest extent permitted by applicable law, you agree that any dispute resolution proceeding relating to this Agreement will be conducted only on an individual basis and not in a class, consolidated, or representative action.

11. Media Release

You grant to the Gym a non-exclusive, royalty-free, perpetual, irrevocable, worldwide license to use, reproduce, modify, display, and distribute your name, likeness, image, voice, and any photographs, video recordings, or other media taken at the Club (collectively, "Media") for promotional, advertising, marketing, and social media purposes. You waive any right to inspect or approve any use of the Media and release the Gym and all Releasees from any claims arising from the use of the Media. If you do not wish to be photographed or recorded, you must notify us in writing in accordance with Section 12.6, in which case we will use commercially reasonable efforts to exclude you from future Media, but we shall have no liability for any incidental capture.

12. General Provisions

12.1 This Agreement is governed by the laws of the State of Nebraska, without regard to its conflict-of-laws principles.

12.2 This Agreement is the entire agreement between the parties regarding the Founding Member Program and the Deposit, and supersedes all prior discussions and understandings on that subject. Upon the Opening Date, your ongoing membership will also be governed by our then-current membership agreement and facility rules; in the event of a conflict between this Agreement and the Gym's then-current membership agreement or terms, whether before or after the Opening Date, this Agreement shall control with respect to the founding member benefits set forth herein (including without limitation those described in Section 7).

12.3 You are not relying on any oral representation not contained in this Agreement. Any change to this Agreement must be in writing and signed by both parties.

12.4 You may not assign this Agreement. We may assign this Agreement in connection with a sale or transfer of the Club or our business.

12.5 If any provision of this Agreement is held unenforceable, the remaining provisions remain in full force and effect.

12.6 Notices to us should be sent to 8925 J St., Omaha, Nebraska 68127, Attn: JB Shuck, with a copy of such notice sent by email to jb@axisathleticclub.com. Notices to you will be sent to the contact information you provide during online enrollment.

12.7 This Agreement may be signed in counterparts and by electronic signature, each of which is deemed an original. Your acceptance of this Agreement through our online enrollment process by checking the required box(es) and clicking the "I Agree" button constitutes your electronic signature.

13. Acceptance

By checking the box(es) and clicking the "I Agree" (or similarly labeled) button, you acknowledge that you have read and agree to this Agreement, including the Initiation Fee, Founding Member Package, payment and refund terms, assumption of risk, waiver and release of liability, and all other terms above. YOU ACKNOWLEDGE THAT YOU ARE VOLUNTARILY GIVING UP SUBSTANTIAL LEGAL RIGHTS, INCLUDING THE RIGHT TO SUE THE GYM.

14. Consent to Electronic Records and Electronic Signatures

14.1 To reserve your founding membership through our online enrollment process, you must consent to receive and sign this Agreement, and to receive related records, electronically. By checking the box labeled "I consent to the use of electronic records and electronic signatures" and clicking the "I Agree" button, you affirmatively consent to the use of electronic records and electronic signatures for this Agreement and for all notices, disclosures, authorizations, and other records relating to the Founding Member Program and your founding membership, including those concerning the Deposit, the Initiation Fee, your Membership Tier selection, and the payment and refund terms described in this Agreement. Your consent applies both to the particular transaction evidenced by this Agreement and to the categories of records that we may provide or make available to you electronically during the course of our relationship. Records provided and signed electronically have the same legal force and effect as records provided on paper and signed by hand, and will not be denied legal effect, validity, or enforceability solely because they are in electronic form.

14.2 You have the right to receive this Agreement and any other record relating to your founding membership on paper or in non-electronic form. You may request a paper copy of any such record at any time by contacting us at jb@axisathleticclub.com or at the address set forth in Section 12.6, and we will provide it to you at no charge. Requesting a paper copy will not, by itself, withdraw your consent to the use of electronic records.

14.3 You agree that checking the box(es) and clicking the "I Agree" (or similarly labeled) button at the end of this Agreement constitutes your electronic signature, is executed and adopted by you with the present intent to sign this Agreement, and binds you to all of its terms with the same effect as a handwritten signature on a paper copy. You further agree that the electronic record generated when you accept this Agreement, including your typed name, your email address, the date and time of your acceptance, and other identifying information that our enrollment system records, is logically associated with this Agreement, is attributable to you, and is sufficient to establish your electronic signature. You represent that you are of legal age and have the authority and capacity to enter into this Agreement.

14.4 We will retain this Agreement and the record of your electronic acceptance in a form that accurately reflects the information in them and that is capable of being accurately reproduced for later reference, and we will make them accessible to you on request for as long as required by applicable law. We encourage you to download, print, or otherwise save a copy of this Agreement and the record of your acceptance for your records.

Founding Member: Electronic Acceptance

Complete the form below to accept this Agreement. Clicking "I Agree" is your electronic signature. Our enrollment system records your name, email, and the date and time of your acceptance.