BROGA® YOGA LICENSE AGREEMENT

COVER SHEET

This Cover Sheet is attached to and forms part of the Trademark License Agreement (“Agreement”) between Broga,
LLC (“Licensor”) and the Licensee named below.

GENERAL AGREEMENT DETAILS

Effective Date of Agreement
(date signed): Oct 26, 2014

Term: License expires one year from signing, unless licensee subscribes to the Broga Resources
Online (BRO™) portal and remains in good standing by completing 9 continuing education
credits every year and remains current with payment, in which case the license will remain
active indefinitely.
Licensee Name:
Edward Reib

Licensee Contact Person (not

licensee):
Janey Mae Presley-Reib
Licensee Address:
1442 Mt Pleasant St Los Angeles CA 90042

LICENSE DESCRIPTION AND FEES

Licensed for BROGA class Broga I and Broga II
instruction:

Authorized Instructor(s) Edward Reib

Licensee Authorized Location U.S.A., Canada, and Australia

Monthly Royalty Rate: N/A

Initial Training Requirements: - A 35-hour BROGA® YOGA instructor certification course

Initial Safety Requirements: - First Aid and CPR certification from a licensed provider
- Professional liability insurance and general liability insurance
Ongoing Training License expires one year from signing, unless licensee subscribes to the Broga Resources
Requirements: Online (BRO™) portal and remains in good standing by completing 9 continuing education
credits every year and remains current with payment, in which case the license will remain
active indefinitely.

By signing below, the authorized representatives of the parties hereby execute this Trademark License Agreement.
BROGA, LLC LICENSEE
Edward Reib
Edward Reib (Oct 26, 2014)
Signed: Signed:
Edward Reib
Name: Adam O’Neill Name:

Title: President & Co-Founder Title: Broga® Yoga Instructor

 TRADEMARK LICENSE AGREEMENT

This TRADEMARK LICENSE AGREEMENT is made by and between Broga, LLC, a Massachusetts
limited liability company having an address at 2 Upland Rd., Winthrop, MA 02152 (“Licensor”) and the entity or
individual named on the attached Cover Sheet (“Licensee”), on the date set forth on the Cover Sheet (“Effective
Date”).

RECITALS

A. Licensor has adopted and used the trademark BROGA in connection with yoga instruction services, and
owns all the right, title and interest in and to such trademark.

B. Licensor desires to grant to Licensee, and Licensee wishes to obtain from Licensor, the right, privilege and
license to use the trademark BROGA in connection with yoga instruction services, subject to the terms and
conditions herein set forth.

NOW THEREFORE, in consideration of the mutual promises set forth below and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, Licensor and Licensee hereby agree as
follows:

1. Definitions.

The following definitions shall be applicable throughout this Agreement:

1.1 “Services” shall mean conducting yoga classes under the supervision of a live instructor, for the
BROGA classes set forth on the Cover Sheet, in accordance with the Usage Guidelines, under the
Licensed Mark.

1.2 “Licensed Mark” shall mean the trademark BROGA.

1.3 “Authorized Location” shall mean the yoga studio at the physical address or addresses listed on
the Cover Sheet.

1.4 “Authorized Instructor” shall mean Licensee, if Licensee is a yoga instructor, and/or yoga
instructors who operate under the control and at the direction of Licensee at the Authorized
Location, all of whom meet the preliminary safety and training requirements of Section 3.

2. Grant of License.

2.1 Trademark License: Subject to the terms and conditions of this Agreement, Licensor hereby grants
to Licensee the non-exclusive license and privilege for the Licensee to use the Licensed Mark in
connection with Licensee’s advertising, marketing, promotion, sale and provision of the Services
at the Authorized Location. The licensed rights include a license to any registrations of the
Licensed Mark owned by the Licensor during the term of this Agreement.

2.2 Sub-Licenses: Licensee shall have no right to grant sub-licenses of the foregoing right, license and
privilege, provided however that Licensee may permit Authorized Instructors to provide the
Services at the Authorized Location.

2.3 Goodwill: All use of the Licensed Mark by Licensee and any Authorized Instructors shall inure to
the benefit of Licensor.

2.4 Limitations: The license granted herein allows use of the Licensed Mark only in connection with
the Services, and otherwise in accordance with the usage and advertising guidelines for the

-1-
ER
ER
 Licensed Mark (the “Usage Guidelines”) attached to this Agreement as Appendix A and as
revised from time to time. Licensee is not permitted to use the Licensed Mark other than in
connection with the Services and as set forth in the Usage Guidelines, including but not limited to
use of the Licensed Mark on goods (apparel, mugs, and the like), or on or in video recordings,
without Licensor’s express written permission.

2.5 Adequate Remedy: Licensee acknowledges that any misuse or infringement of Licensor’s rights in
the Licensed Mark may cause Licensor irreparable harm for which damages would not be an
adequate remedy. Licensee agrees that Licensor is entitled to obtain injunctive relief to restrain
any such misuse or infringement.

3. Licensee Representations and Preliminary Safety and Training.

3.1 Authority: Licensee represents and warrants to Licensor that it has full legal right, power and
authority to enter into this Agreement, to perform all of its obligations hereunder and to
consummate all of the transactions contemplated herein.

3.2 Employees: Licensee and Authorized Instructors, if any, are in compliance in all material respects
with all currently applicable legal requirements respecting employment, discrimination in
employment, terms and conditions of employment, worker classification (including the proper
classification of workers as independent contractors and consultants), wages, hours and
occupational safety and health and employment practices, including the Immigration Reform and
Control Act, and is not engaged in any unfair labor practice.

3.3 Compliance with Laws: Licensee is not in material violation of any laws, rules, or regulations
which apply to the conduct of its business or any facilities or property owned, leased, operated, or
used by Licensee at the Authorized Location. There has never been any citation, fine, or penalty
imposed, asserted, or threatened against Licensee under any foreign, federal, state, local, or other
law or regulation relating to employment, immigration, occupational safety, zoning, or
environmental matters and Licensee is aware of no current circumstances likely to result in the
imposition or assertion of such a citation, fine, or penalty.

3.4 Insurance: Without limiting Licensee’s liability under the indemnity provisions of this
Agreement, Licensee represents and warrants to Licensor that it has obtained, or will obtain prior
to provision of the Services, yoga instructor insurance with reputable insurance companies
reasonably satisfactory to Licensor. Such yoga instructor insurance shall include professional
liability insurance and general liability insurance each in the amount of at least $2 million ($1
million single limit per occurrence) plus defense costs. In the event Licensee’s yoga instructor
insurance does not cover Authorized Instructors, Licensee must obtain for Authorized Instructors
or cause Authorized Instructors to obtain acceptable yoga instructor insurance. Within sixty (60)
days of the Effective Date, and in any event prior to provision of the Services under the Licensed
Mark by Licensee or Authorized Instructors, Licensee shall furnish to Licensor certificates of
insurance evidencing the required insurance policy, and shall furnish such certificates within sixty
(60) days of each anniversary of the Effective Date. In no event are Licensee and/or
Authorized Instructors permitted to provide the Services under the Licensed Mark if they
are not in compliance with this section.

3.5 CPR & First Aid: Licensee represents and warrants to Licensor that it has obtained, or will obtain
prior to provision of the Services, first aid certification and cardiopulmonary resuscitation (CPR)
certification from state-licensed first aid/CPR training and education providers for itself and each
additional Authorized Instructor, if any. Licensee must cause Authorized Instructors to obtain
certifications in compliance with this section. Within sixty (60) days of the Effective Date, and in
any event prior to Licensee’s provision of the Services under the Licensed Mark, Licensee shall
furnish to Licensor certificates evidencing the required certifications. In no event are Licensee
and/or Authorized Instructors permitted to provide the Services under the Licensed Mark if
they are not in compliance with this section.

ER
-2- ER
 3.6 Initial Education Requirement: Prior to provision of the Services, Licensee shall, bearing its own
costs, complete preliminary training as set forth on the Cover Sheet. If Licensee elects to
complete the initial education requirement by taking classes provided by a school other than
Licensor, Licensee shall provide Licensor with documentation evidencing certification prior to
providing the Services under the Licensed Mark.

4. Term.

This Agreement shall take effect from the Effective Date and continue for the initial term (the “Term”) set forth on
the Cover Sheet, and may be renewed for subsequent two-year terms by mutual written agreement.

5. Royalties and Payment.

5.1 In consideration of the grant of rights made hereunder, Licensee shall pay Licensor the fees set
forth on the Cover Sheet.

5.2 Licensee shall deliver to Licensor, within fifteen (15) days after the end of each calendar month
during the term (the “Payment Due Date”), a detailed report of classes provided weekly under the
Licensed Mark during such calendar month, and all payments due under this Agreement to
Licensor for such calendar month.

5.3 A late payment fee of $15 shall apply to each royalty payment remitted after seven (7) days past
the Payment Due Date, with an additional late payment fee of $0.50 per additional day, and shall
be paid to Licensor along with any late payment.

5.4 Licensee shall make and maintain accurate and complete books, records and accounts containing
the information required to verify classes provided weekly under the Licensed Mark. Licensor
shall have the right, at its own expense, to audit such books, records, accounts and customer
invoices and other supporting documentation.

6. Use of Licensed Mark; Advertising; Quality Control

6.1 Quality of Marketing: Licensee shall keep to the established prestige and goodwill of Licensor in
selecting all of Licensee’s advertising and business materials, including without limitation signs,
brochures, advertisements, and point of sale advertising material (together “Marketing Materials”)
bearing the Licensed Mark. Licensee shall not alter the Licensed Mark and shall not use the
Licensed Mark in combination with any other marks, logos or trade names. Licensee shall use,
employ, display and otherwise release Marketing Materials only in accordance with Licensor’s
Usage Guidelines, unless Licensee obtains Licensor’s prior written approval to depart from the
Usage Guidelines.

6.2 Quality of Services: Licensee shall maintain the high quality and standards of the Services sold in
connection with the Licensed Mark and shall safeguard the established prestige and goodwill of
the Licensed Mark, at the same level of prestige and goodwill as heretofore maintained. Licensor
shall have the right to approve the Services to which the Licensed Mark are applied. A failure of
Licensee to maintain the high quality and standards of Services, or the provision of Services not
approved by Licensor, shall constitute an event of default under this Agreement.

6.3 Right to Inspect and Require Compliance: Licensor may inspect and review Licensee’s Services
and premises during normal business hours and upon reasonable notice, to ensure compliance with
the requirements set forth in this Section 6. In the event such audit or premises inspection reveals
any non-compliance by Licensee with the quality requirements set forth in this Section 6, Licensor
shall provide licensee with written notice thereof and Licensee shall remedy such non-compliance
within thirty (30) days after notice thereof. Failure to remedy such non-compliance within such
time period shall constitute an event of default under this Agreement.

ER
-3- ER
 6.4 Use of Music: Licensee shall be solely responsible for obtaining permissions to use recorded
music at the Authorized Location.

6.5 Information Provided to Licensor for Use on Licensor’s website: Licensee shall provide Licensor
with each monthly class schedule no later than two weeks prior to the start of each month.
Licensee shall provide Licensor with a current headshot and biography for each Authorized
Instructor that will be providing Services under the Licensed Mark. Licensee expressly authorizes
Licensor to use such information and photographs on Licensor’s website, and Licensee warrants
that it is the owner of such information and photographs and authorized to grant such permission.

6.6 Continuing Education Requirement: During each 12-month period of the Term, Licensee shall
engage in a minimum amount of educational activities as listed on the Cover Sheet. Licensee shall
provide Licensor with documentation evidencing such educational activities on each anniversary
of the Effective Date.

7. Trademark Notice.

Licensee shall comply with all notice and marking requirements of any law applicable or necessary for the
protection of the Licensed Mark.

8. Validity; Infringement; Maintenance of the Licensed Mark

8.1 Warranty: Licensor represents and warrants that: (a) Licensor is the owner of all rights, title and
interest in and to the Licensed Mark and any and all forms or embodiments thereof in the United
States in connection with the Services, including without limitation any and all registrations
thereof; and (b) to Licensor’s actual knowledge, Licensor has the right to grant to Licensee the
license granted by this Agreement. EXCEPT FOR THE FOREGOING WARRANTIES,
LICENSOR DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING WITHOUT
LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, NONINFRINGEMENT, AND ANY AND ALL IMPLIED WARRANTIES.

8.2 Trademark Registrations: During the term, Licensor shall have the right, but not the obligation, to
apply for, obtain and maintain (in Licensor’s name) registrations of the Licensed Mark worldwide.
Such prosecution and maintenance of the Licensed Mark shall be conducted at Licensor’s expense.

8.3 Notice of Infringement; Enforcement: Licensee shall use reasonable efforts to notify Licensor of
any infringement of the Licensed Mark by third parties, or any act of unfair competition by third
parties relating to the Licensed Mark (“Infringements”), promptly after such Infringements shall
come to Licensee’s attention. During the term of this Agreement, Licensor shall have the power to
take legal or other action, at Licensor’s expense, before any court or governmental authority with
respect to any Infringement or the protection of the Licensed Mark, and Licensee hereby consents
to being named as a party to any such legal action to the extent that Licensor cannot take such
action in its name alone. Any financial benefits resulting from any such action shall be paid to, or
retained by, Licensor. During the term, Licensee shall have no right to take any action alleging
infringement by a third party of rights in the Licensed Mark, nor any other action in connection
with maintenance or enforcement of rights in the Licensed Mark, without Licensor’s prior written
consent. The parties acknowledge that it is in both their interests to protect and maintain the
Licensed Mark, and the parties agree to cooperate in good faith in furtherance of that goal.

8.4 No Challenge or Competing Use: Licensee shall not (a) assert rights in the Licensed Mark, or
challenge the distinctiveness of the Licensed Mark, the validity of Licensor’s ownership of the
Licensed Mark or any application for registration thereof, or any trademark registrations thereof in
any jurisdiction; (b) take any action that could in any way diminish, alter or adversely affect
Licensor’s rights in the Licensed Mark; (c) use, adopt, apply to register or register the Licensed
Mark or any trade name, corporate name, business name, trademark, service mark, domain name,

ER
ER
-4-
 social networking user name, or logo that is confusingly similar to the Licensed Mark, without
Licensor’s prior written consent; (d) use the Licensed Mark or a confusingly similar term in
connection with a website, including a social networking website, except as permitted under the
Usage Guidelines, or (e) contest the fact that Licensee’s rights under this Agreement (i) are solely
those of a licensee, and (ii) terminate upon termination of this Agreement.

9. Indemnities and Limited Liability

9.1 Provision of Services Indemnity: Licensee shall indemnify, defend and hold Licensor harmless
from and against any judgments awarded or settlement amounts agreed arising from any claims
related to Licensee’s provision of the Services, and any attorneys’ fees incurred in connection with
such claims, including but not limited claims related to the quality or safety of the Authorized
Location, provided that: (a) Licensee is notified promptly in writing by Licensor of such claim and
is given adequate information and assistance necessary to defend and respond to such claim; and
(b) Licensee shall have the sole and exclusive control of the defense, settlement or compromise of
any such claim.

9.2 EXCLUSION OF LIABILITY FOR CERTAIN DAMAGES: EXCEPT FOR LIABILITY

ARISING PURSUANT TO INDEMNIFICATION OBLIGATIONS SET FORTH IN THIS
SECTION 8, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY
FOR DAMAGES FOR LOSS OF PROFITS, OR ANY SPECIAL, INDIRECT, INCIDENTAL,
PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES IN ANY WAY ARISING
OUT OF OR IN CONNECTION WITH THE USE OF THE LICENSED MARK OR RELATING
TO THIS AGREEMENT, WHETHER SUCH DAMAGES ARISE UNDER CONTRACT, TORT
(INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND EVEN IF SUCH
PARTY HAS BEEN MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES.

10. Events of Default; Termination.

10.1 Licensor may terminate this Agreement at any time for any reason, including for convenience.

10.2 Licensee may terminate this Agreement for any reason upon thirty (30) days’ written notice to
Licensor, provided that such notice is accompanied by an early termination fee equivalent to the
total royalties paid by Licensee to Licensor over the three full calendar months directly preceding
the date of Licencee’s written notice to Licensor.

10.3 Each of the following shall constitute an event of default under this Agreement:

(a) If Licensor or Licensee shall fail to perform any material term, condition, agreement or
covenant in this Agreement and such party fails to cure such non-performance within
thirty (30) days after notice thereof by the other party;

(b) If Licensor or Licensee is adjudged bankrupt or institutes proceedings seeking relief

under the bankruptcy laws of any jurisdiction or any similar law

10.4 In the event of default to nonpayment by Licensee, the license granted hereunder will be
“suspended” after thirty (30) days of nonpayment and terminated after ninety (90) days of
nonpayment.

10.5 If any event of default shall occur pursuant to the provisions of paragraph 9.1 hereof, the non-
defaulting party may, in its sole discretion, terminate this Agreement by written notice to the other
party without penalty or early termination fee. Termination shall be effective upon receipt of such
notice. No assignee for the benefit of creditors, receiver, trustee in bankruptcy, sheriff, or any
other officer of the court or official charged with taking over custody of Licensee’s assets or
business, shall have any right to continue performance of this Agreement.

ER
ER
-5-
11. General.

11.1 Notices: All reports, communications,. requests or notices required by or permitted under this
Agreement shall be in writing and shall be deemed to be duly given on the date same is hand
delivered and acknowledged or, if mailed, when mailed by certified or registered mail, return
receipt requested, to the party concerned at the following address:

If to Licensor:

Broga, LLC
4 Ocean St.
Nahant, MA 01908

If to Licensee:

Address listed on Cover Sheet hereto.

Either party may change the address to which such notices and communication shall be sent by written
notice to the other party, provided that any notice of change of address shall be effective only upon receipt.

11.2 Assignment by Licensee: This Agreement shall not be assigned or transferred by Licensee without
Licensor’s prior written consent.

11.3 Assignment by Licensor: The rights and obligations of Licensor under this Agreement may be
assigned by Licensor to any third party with the right to grant the license granted herein, including
(a) in the event that Licensor undergoes any merger or business combination, to the surviving
entity of any such merger or business combination; (b) in the event that all or substantially all of
the assets of Licensor are sold, to the purchaser of such assets; and (c) to an affiliate of Licensor.

11.4 Amendment: This Agreement may be amended unilaterally by Licensor by providing Licensee
with thirty (30) day’s written notice of the effective date of the amendment. Upon receipt of
written notice and before the effective date of the amendment, Licensee may terminate this
Agreement without incurring an early termination fee by providing written notice of such
termination to Licensor. This Agreement may otherwise be amended if such amendment is
consented to in writing by both parties.

11.5 Governing Law: This Agreement shall be construed by and interpreted and enforced in accordance
with the laws of the Commonwealth of Massachusetts without regard to principles of conflict of
laws

11.6 Headings: The headings given to the paragraphs and sub-paragraphs of this Agreement are for the
convenience of the parties only and are not to be used in any interpretation of this Agreement.

11.7 Severability: If any provision of this Agreement, or the application thereof, shall for any reason
and to any extent be determined by a court of competent jurisdiction to be invalid or
unenforceable, the remaining provisions of this Agreement shall be interpreted so as best to
reasonably effect the intent of the parties. The parties further agree to replace any such invalid or
unenforceable provisions with valid and enforceable provisions designed to achieve, to the extent
possible, the business purposes and intent of such invalid or unenforceable provisions.

11.8 Waiver: No waiver by any party of a breach of any covenant or condition of this Agreement by
any other party shall be construed to be a waiver of any succeeding breach of the same or any
other covenant or condition. This Agreement may not be changed or amended except by a writing
expressly referring to this Agreement signed by the parties.

ER
-6- ER
11.9 Entire Agreement: This Agreement, including the attached Usage Guidelines, sets forth the entire
agreement of the parties concerning the subject matter hereof, and supersedes all prior agreements,
arrangements or understandings, written or oral, concerning such subject matter.

11.10 Surviving Provisions: Sections 5.4, 8.4, 9, 10.5 and 11 shall survive any termination or expiry of
this Agreement.

11.11 Independent Contractors: Licensor and Licensee are independent contractors and are not principal
and agent, partners, or joint venturers.

11.12 Execution: This agreement may be executed in two (2) or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the same instrument.
This Agreement may also be executed and delivered by facsimile signature and in two or more
counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
ER
ER

-7-
Signature:

Email: colin@brogayoga.com

Appendix A:
BROGA® Advertising and Usage
Guidelines

License Restrictions:
This license enables the licensee, while in good standing, to instruct Broga® Yoga
level I and Broga® Yoga level II classes and market and promote oneself as an
instructor of said classes. Any uses of the word “Broga” or any promotion of the
licensee in any other way or for any other purpose is strictly prohibited and will
result in immediate, and permanent, termination of this agreement.

Registered Trademark Symbol:

In print, Broga® Yoga should always be written as; “Broga® Yoga.”

Approved Logo:
Licensees will be provided with Broga® Yoga-approved logos. Only those logos
should be used.

Approved Marketing Collateral:

Phrases, slogans, and descriptions of Broga® Yoga will be available to all
licensees and recommended for use. If you have an idea for a new marketing
approach, with a new tone, vibe, etc., you should clear it with Broga LLC before
creating the marketing materials.

Marketing collateral templates are available in the BRO and are recommended for
use.

Approved Partners:
Broga® Yoga does not have any official partners. Any partnership between a
Broga® Yoga instructor and another organization, where the Broga® Yoga logo
would be used, needs to be approved by Broga LLC in advance of use.

ER
ER

-8-