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TEAM BEACHBODY® ELITE CHALLENGE 2013 OFFICIAL RULES

SPONSORED BY: BEACHBODY, LLC

1. Challenge Description: Team Beachbody invites all Qualified Coaches to earn Elite Points to attain the title of “Elite Coach” and be eligible to qualify to receive other rewards such as cash and VIP treatment at select Team Beachbody Events (as those terms are defined below)! See below for full details on qualifications, rewards and Team Beachbody Events.

For information on how to earn Elite Points, please see below. For information on how to earn Success Club Points and achieve Success Club 5 and Success Club 10 Qualifications, please see the Team Beachbody Success Club S.S. Beachbody Challenge 2013 Official Rules (“Success Club Rules”) available through the Coach Online Office on www.TeamBeachbody.com.

2. Challenge Period: The Team Beachbody Elite Challenge 2013 (“Challenge”) begins on January 1, 2013, at 12:00 AM Eastern Time ("ET"), and ends on December 31, 2013, at 11:59 PM ET (“Challenge Period”). Beachbody, LLC’s (“Team Beachbody”) computer is the official time-keeping device for the Challenge Period.

3. Coach Qualifications: To participate in the Challenge and qualify to win a reward, you must be a Team Beachbody Coach, current with all Coach Business Service Fees, in good standing, and in compliance with the Independent Team Beachbody Coach Policies and Procedures at all times during the Challenge Period, at the time any reward is awarded, and at the time of each of the Events (“Qualified Coach”).

How to Earn Elite Points

4. Elite Points: Subject to the terms, conditions and limitations herein, and verification by Team Beachbody, you can earn elite points (“Elite Points”) by earning Advancement Team Volume, and when people you have sponsored to enroll as a new Team Beachbody Coach (“Personally Sponsored Coach”) earn personal volume points and Success Club 5 or Success Club 10 Qualifications.

(a) Earning Advancement Team Volume Points: You can earn one (1) Elite Point for every Ten Thousand (10,000) Advancement Team Volume points you earn during the Challenge Period which are in excess of (over and above) the Advancement Team Volume points you earned during calendar year 2012. Advancement Team Volume is defined as the total of all PV produced by your first three (3) direct lines of sponsorship (“ATV”).

- Maximum Elite Points Allowed: You may not earn more than thirty-five (35) Elite Points under this section towards Elite Qualifications.

- Example: If you received Twenty Thousand (20,000) ATV points during calendar year 2012, and you receive Fifty Thousand (50,000) ATV points during the Challenge Period, then you will receive Three (3) Elite Points under this section (50,000-20,000/10,000 = 3 Elite Points).

(b) Personal Volume From New Personally Sponsored Coaches: You can earn one (1) Elite Point for every Five Hundred (500) personal volume (PV) points produced by your

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new Personally Sponsored Coaches during the Challenge Period who sign up as a Coach during the Challenge Period.

- Maximum Elite Points Allowed: You may not earn more than forty (40) Elite Points under this section towards Elite Qualifications.

- Special Notes: Only PV produced by your Personally Sponsored Coaches will count towards Elite Points in this section – PV that you may produce from your own Coach Business Centers do not count towards Elite Points in this section. PV produced by Personally Sponsored Coaches will be aggregated for purposes of determining Elite Qualifications. For Personally Sponsored Coaches with multiple Beachbody Coach Business Centers, PV produced from multiple Beachbody Coach Business Centers will count towards your Elite Qualifications, provided, however, that only PV produced from Coach Business Centers that are enrolled during the Challenge Period will be counted.

(c) Success Club 5 or Success Club 10 Qualifications by Personally Sponsored Coaches: You can earn one (1) Elite Point for each Personally Sponsored Coach who:

(i) signs up as a Coach in 2013 or 2012; and

(ii) qualifies for Success Club 5 or Success Club 10 Qualification in any single calendar month during the Challenge Period.

- Potential Bonus Opportunity: You can earn two (2) times the number of Elite Points you receive in any particular calendar month during the Challenge Period under this section if you achieve Success Club 5 or Success Club 10 Qualification during that same month.

o Example: if: (x) you earned ten (10) Elite Points during January 2013 from Personally Sponsored Coaches who signed up as a Coach in 2013 or 2012 and who qualified for Success Club 5 or Success Club 10 Qualifications in January 2013, and (y) you also qualified for Success Club 5 or Success Club 10 Qualification in January 2013, then (z) you will earn twenty (20) total Elite Points for January 2013 (10 x 2 = 20 Elite Points).

- Maximum Elite Points Allowed: You may not earn more than fifty (50) Elite Points under this section towards Elite Qualifications (including Elite Points earned through the Potential Bonus Opportunity above).

Additional Limitations/Exclusions: Elite Points that you earn from PV points and Coach sign-ups produced from the Customer Lead Program, the Shakeology Lead Program, or Coach Connection Program do not count toward Elite Qualifications. Elite Points associated with any products that are returned or refunded (including product returned through February 28, 2014) will not be counted toward Elite Qualifications and will be deducted from your Elite Points. There are additional exclusions detailed in the Success Club Rules which may apply.

How to Earn Elite Qualifications

5. Elite Qualifications: Subject to the terms, conditions and limitations herein, and verification by Team Beachbody, Team Beachbody is offering you the opportunity to qualify to earn the Elite Rewards described in Section 6 below by doing all of the following:

(a) Be a current paid as five (5) Star Diamond rank or higher (as defined in the then current Team Beachbody Compensation Plan) as of the close of the last bonus week during the Challenge Period ending on December 25, 2013 at 11:59 PM ET;

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(b) Earning One Hundred (100) Elite Points as of the end of the Challenge Period (see above for how to earn Elite Points); and

(c) Advancing two (2) Personally Sponsored Coaches to a lifetime rank of Diamond or higher (as defined in the then current Team Beachbody Compensation Plan) and who each hold a current paid as rank of Diamond or higher as of the last bonus week during the Challenge Period ending on December 25, 2013 at 11:59 PM ET.

The qualifications to earn the Elite Reward in this Section 5 are collectively defined as, “Elite Qualifications.”

Elite Rewards

6. Elite Rewards: Subject to the terms, conditions and limitations herein, and verification by Team Beachbody, if you qualify for the Elite Qualifications in Section 5 above, you will receive:

(a) The title of “Elite Coach.” (b) The “Elite Success Club Bonus” of Five Hundred Dollars ($500) in any month in

calendar year 2014 but if, and only if, you also achieve Success Club 5 or Success Club 10 Qualifications (in accordance with the qualification requirements in effect at that time) in that same month.

- Note: The Elite Success Club Bonus will be paid by Team Beachbody through

your commission check in the month following your Success Club 5 or Success Club 10 Qualification.

(c) Two (2) VIP floor passes to certain general session events during the Team

Beachbody 2014 Coach Summit (“2014 Coach Summit”).

- Dates: The 2014 Coach Summit is tentatively scheduled to take place at the MGM Grand Hotel in Las Vegas, Nevada on or around June 19, 2014 through June 22, 2014. You are required to register and purchase a ticket to the 2014 Coach Summit in order to receive the two (2) VIP floor passes.

(d) An invitation to attend the “Elite Day” which includes one (1) night lodging in a

standard hotel room for you and one (1) guest as determined by Team Beachbody in its discretion.

- Dates: The “Elite Day” is tentatively scheduled to take place one (1) day prior to

the 2014 Coach Summit. Team Beachbody will announce the dates, location and other information for the Elite Day once they are finalized by Team Beachbody.

(e) Two (2) VIP seats to certain events during the 2014 Leadership Retreat (“2014

Leadership Retreat”).

- Dates: The 2014 Leadership Retreat is tentatively scheduled to take place in or around September and/or October 2014 at a location yet to be determined by Team Beachbody. Team Beachbody will announce the dates, location and other information for the 2014 Leadership Retreat once they are finalized by Team Beachbody. You are required to register and purchase a ticket to the 2014 Leadership Retreat in order to receive the two (2) VIP seats.

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(f) An invitation to attend the 2014 Elite Mastermind Session which includes one (1) night lodging in a standard hotel room for you and one (1) guest as determined by Team Beachbody in its discretion (“2014 Elite Mastermind Session”).

- Dates: The 2014 Elite Mastermind Session is tentatively scheduled to take place

prior to the 2014 Leadership Retreat at a location yet to be determined by Team Beachbody. Team Beachbody will announce the dates, hotel, location and other information for the 2014 Elite Mastermind Session once they are finalized by Team Beachbody.

(g) Eligibility to receive, if you have registered for the 2014 S.S. Beachbody Cruise, an

upgrade of your stateroom to a junior suite stateroom.

- Limitations: The 2014 Success Club S.S. Beachbody Cruise is tentatively scheduled to take place on or around March 24, 2014 through March 29, 2014 onboard the Royal Caribbean “Liberty of the Seas” Cruise (“2014 S.S. Beachbody Cruise”). Inventory of junior suite staterooms is limited and may not be available at the time you qualify for Elite Qualifications. If no junior suite staterooms are available at the time you qualify for Elite Qualifications, you will not receive the upgrade. In order to receive your upgrade, you must register for and attend the 2014 S.S. Beachbody Cruise. Upgrades to junior suite staterooms are not transferable and have no cash or other monetary value. For details, please see the Success Club Rules.

(h) Eligibility to participate in the 2013 Elite 10 Challenge and, if you meet additional

qualifications, you may qualify to attend the 2014 Elite 10 Adventure.

- Dates: The 2014 Elite 10 Adventure is tentatively scheduled to take place on or around July 25, 2014 through August 2, 2014 in Italy (“2014 Elite 10 Adventure”). Team Beachbody will announce the exact location(s) and other information for the 2014 Elite 10 Adventure once they are finalized by Team Beachbody. For details, please see the Team Beachbody 2013 Elite 10 & 2013 Top Coach of the Year Challenge official rules available through the Coach Online Office on www.TeamBeachbody.com.

(i) Eligibility to participate in the 2013 Top Coach of the Year Challenge and, if you

meet additional qualifications, you may qualify to earn the title of “2013 Top Coach of the Year.” For details, please see the Team Beachbody 2013 Elite 10 & 2013 Top Coach of the Year Challenge official rules. Approximate Retail Value: up to $7,600. Events: The 2014 Coach Summit, Elite Day, 2014 Leadership Retreat, 2014 Elite Mastermind Session, 2014 S.S. Beachbody Cruise and 2014 Elite 10 Adventure are each referred to in these Official Rules as an “Event,” and collectively, “Events.” Preconditions/Requirements to Receive Elite Rewards: Before you receive any rewards which include attendance and/or an invitation to an Event, you must (as applicable) register, pay for and attend the Event, and comply at all times with any terms and conditions of Team Beachbody and relating to the particular Event. For example, in order to receive the two (2) VIP floor passes to the 2014 Coach Summit, you must properly register, pay for and attend the 2014 Coach Summit, and comply at all times with any terms and conditions of Team Beachbody and the 2014 Coach Summit. Also, for example, in order to receive the upgrade to a junior suite stateroom, you must properly register, pay for and attend the 2014 S.S. Beachbody Cruise, and comply at all times with any terms and conditions of Team Beachbody and the 2014 S.S. Beachbody Cruise.

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7. Challenge Calculation and Decision: Preliminary evaluation of Elite Points, Success Club Points and Elite Qualifications will be held in or around January 2014, and may be posted by Team Beachbody on leader boards on www.TeamBeachbody.com, in Team Beachbody’s discretion. Potential winners of Elite Qualifications will be notified in or around January 2014 on www.TeamBeachbody.com. However, final winners will not be determined until on or around February 28, 2014 to ensure that each potential winner’s Elite Qualifications do not change for any reason, including due to any deduction of Elite Points, Success Club Points, PV or ATV, whether due to returned product (including product returned through February 28, 2014) or as otherwise set forth herein or in the Success Club Rules.

In Team Beachbody’s discretion, each potential winner and his/her companion will be required to sign and return to Team Beachbody, within seven (7) days of notice or attempted notice, an affidavit of eligibility and liability/publicity release and waiver, in order to claim the reward. If a potential winner or his/her companion fails to sign and return an affidavit of eligibility and liability/publicity release and waiver within the stated time period, the reward will be forfeited or awarded to an alternate, in Team Beachbody’s discretion.

Note: When calculating qualifications for Qualified Coaches with more than one (1) Beachbody Coach Business Center, all activity that occurs from various business centers will be aggregated and reflected in the Qualified Coach’s primary business center for purposes of determining Elite Qualifications set forth herein. Only primary Beachbody Coach Business Centers are eligible to receive the Elite Rewards set forth herein; Beachbody Coach Business Centers outside of the primary are not eligible to receive any rewards.

8. Additional Elite Rewards Conditions. Elite rewards will be awarded to potential winning Qualified Coaches following verification by Team Beachbody in its sole discretion of all requirements and qualifications in these Official Rules (including verification of Elite Points, Success Club Points and Success Club 5 and Success Club 10 Qualifications), and provided that such potential winning Qualified Coaches meet the definition of “Qualified Coach” and all other terms and conditions herein. Once verified by Team Beachbody, Qualified Coaches who earn rewards listed herein may receive or redeem (as applicable) such rewards as instructed by Team Beachbody. As stated above, in order to receive any rewards which include attendance and/or an invitation to an Event, you must properly register, pay for and attend the Event, and comply at all times with all terms and conditions of Team Beachbody and relating to the particular Event. Expenses, costs or fees that are not otherwise expressly stated above, including any and all applicable travel, incidental costs, lodging and room costs (if applicable) (i.e., room service, mini bar charges, drycleaning, etc.), planning and/or other expenses, taxes, fees, insurance premiums or other costs arising from or related to the reward or any alternative or extended travel plans are not included and are the sole responsibility of each winner. Each winner will be solely responsible for booking and financing his/her and his/her travel companion’s travel arrangements including air, ground, and any other transportation to and from the destination of any Event for which such winner received a reward. Rewards are not transferable and, except for the Elite Success Club Bonus, have no cash or other monetary value. No reward substitutions are allowed except at the sole discretion of Team Beachbody, who reserves the right to substitute a reward of equal or similar value. Any and all local, state, or federal taxes are the sole responsibility of Qualified Coach. Unless expressly stated otherwise by Team Beachbody in writing, rewards may not be combined with any other challenge, promotion reward, incentive, contest or other offer.

9. Who Can Enter: The Challenge is open to Qualified Coaches who are legal residents of the United States (including its territories) and Canada, who are at least 18 years old, or the age of majority in their legal state (or territory) of residence. Employees of Team Beachbody and their parent and affiliate companies as well as the immediate family (spouse, parents, siblings, and children) and household members of each such employee are not eligible.

10. Publicity: Except where prohibited, participation in the Challenge constitutes each Qualified Coach’s consent to Team Beachbody’s and its agents’ use of any information, video, or

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testimonial of or provided by you before, during and/or after your receipt of any prize, including without limitation such Qualified Coach’s name, image, likeness, photograph, voice, opinions, and/or hometown, state, and any biographical information for promotional purposes in any media, worldwide, without further payment, consideration or attribution to you. In addition to all other terms and conditions herein, as an express condition to acceptance of any reward, each potential winner recognizes that he/she may be required to provide an on-camera interview to take place before, during or after any of the Events for which you may receive a reward.

11. Release: I UNDERSTAND, ACKNOWLEDGE AND AGREE THAT ANY EVENT FOR WHICH I MAY RECEIVE A REWARD AND MY PARTICIPATION IN ANY ACTIVITIES BEFORE, DURING AND AFTER SUCH EVENTS (INCLUDING WITHOUT LIMITATION PARTICIPATION IN ANY EXERCISE, WORKOUTS OR OTHER PHYSICAL ACTIVITY, TRIPS, SPORTS, DANCING, AND CONSUMPTION OF MEALS AND ALCOHOL) (COLLECTIVELY, “ACTIVITIES”) MAY HAVE POTENTIALLY SIGNIFICANT AND INHERENT RISKS AND DANGERS THAT NO AMOUNT OF CARE, CAUTION, INSTRUCTION, OR EXPERTISE CAN ELIMINATE. I HEREBY ACKNOWLEDGE AND WILLINGLY, EXPRESSLY AND VOLUNTARILY ASSUME ALL THESE RISKS WHICH MAY RANGE FROM MINOR INJURIES (SUCH AS NAUSEA, CUTS AND BRUISES) TO SEVERE PERSONAL AND/OR BODILY INJURY (SUCH AS SPRAINS, BROKEN BONES, CRIMES, ALCOHOL POISONING AND HEART ATTACK), DEATH OR DAMAGE TO OR LOSS OF PROPERTY OR PRIVACY, AND ANY RESULTING DAMAGES OR EXPENSES. I AGREE THAT I WILL NOT PARTICIPATE OR BE INVOLVED IN THE ACTIVITIES UNLESS I AM IN THE PROPER PHYSICAL CONDITION (INCLUDING BY OBTAINING PROPER ADVICE FROM MY MEDICAL PROVIDER IF APPLICABLE) AND WILL IMMEDIATELY STOP ANY ACTIVITY IF I FEEL PAIN, DIZZINESS OR OTHER DISCOMFORT. BY PARTICIPATING IN THE CHALLENGE OR ANY EVENT FOR WHICH I MAY RECEIVE A REWARD IN ANY WAY, TAKING PART IN ANY ACTIVITIES, OR ACCEPTING ANY REWARD THAT MAY BE AWARDED, YOU AGREE TO RELEASE AND HOLD HARMLESS BEACHBODY, LLC, TEAM BEACHBODY AND THEIR RESPECTIVE PARENT COMPANIES, SUBSIDIARIES, AFFILIATES, SUPPLIERS, DISTRIBUTORS, ADVERTISING/PROMOTION AGENCIES, AND REWARD SUPPLIERS, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS (COLLECTIVELY, THE “RELEASED PARTIES”) FROM AND AGAINST ANY CLAIM OR CAUSE OF ACTION, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, DEATH, OR DAMAGE TO OR LOSS OF PROPERTY OR PRIVACY ARISING OUT OF PARTICIPATION IN THE CHALLENGE, ACTIVITIES, RECEIPT OR USE OR MISUSE OF ANY REWARD THAT MAY BE AWARDED, OR ANY PUBLICITY ARISING OUT OF THE CHALLENGE OR ANY OF THE EVENTS FOR WHICH I MAY RECEIVE A REWARD.

12. General Conditions: Subject to all applicable federal, state, and local laws and regulations. Void where prohibited by law. By taking or participating in the Challenge, you confirm your full and unconditional agreement to these Official Rules and Team Beachbody’s decisions, which are final and binding in all matters related to the Challenge. Achieving or accepting any reward that may be awarded in the Challenge is contingent upon fulfilling all requirements herein, and tax, regulatory, and legal obligations (including completion of any forms required in connection therewith) and any other requirements set forth in these Official Rules, which shall all be at your sole obligation. Team Beachbody reserves the right to cancel, suspend, and/or modify the Challenge, any of the Events or any part thereof, due to force majeure (including act of terror or war), and/or if any fraud, technical failure, or any other factor beyond Team Beachbody’s reasonable control impairs the integrity or proper functioning of the Challenge in any manner, and/or for any reason related to the administration of a Challenge, as determined by Team Beachbody in its sole discretion. Team Beachbody reserves the right in its sole discretion to disqualify any individual it finds to be tampering with the entry process or the operation of any Challenge or to be acting in violation of these Official Rules, Team Beachbody Coach Policies and Procedures, or any other Team Beachbody promotion or in an unsportsmanlike or disruptive manner. Team Beachbody’s failure to enforce any term of these Official Rules shall not constitute a waiver of that provision or any other provision herein.

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13. Limitation of Liability: The Released Parties are not responsible for: (1) any incorrect or inaccurate information, whether caused by you, printing errors, or by any of the equipment or programming associated with or utilized in the Challenge; (2) technical failures of any kind, including, but not limited to, malfunctions, interruptions, or disconnections in phone lines, cable connections, or network hardware or software; (3) technical or human error which may occur in the administration of the Challenge or the processing of Elite Points or Success Club Points, reward notification, and/or winner confirmation; (4) any lost, late, delayed, corrupted, undelivered, or undeliverable Challenge communications or reward notification; (5) any cancellation, suspension or modification of the Challenge or any of the Events; or (6) any injury or damage to persons or property which may be caused, directly or indirectly, in whole or in part, from your participation in any Challenge, attendance at any of the Events, or receipt or use or misuse of any reward that may be awarded. If for any reason your Elite Points and/or Success Club Points are confirmed to have been erroneously deleted, lost, or otherwise destroyed or corrupted, your sole remedy is to earn additional Elite Points and/or Success Club Points during the Challenge Period, provided that if it is not possible to earn additional Elite Points and/or Success Club Points due to discontinuance of the Challenge, none shall be awarded.

14. Disputes: All issues and questions concerning the construction, validity, interpretation, and enforceability of these Official Rules, or the rights and obligations of the Participant and Team Beachbody in connection with the Challenge, shall be governed by, and construed in accordance with, the laws of the State of California, U.S.A., and resolved in California courts, without giving effect to any choice of law or conflict of law rules (whether of the State of California or any other jurisdiction), which would cause the application of the laws of any jurisdiction other than the State of California. Participant and Team Beachbody each agree that any action relating to these Official Rules or the rights and obligations of the Participant and Team Beachbody in connection with the Challenge shall exclusively be brought in Los Angeles County, California, and each party irrevocably consents to the jurisdiction of the State and Federal courts located in Los Angeles, California. Participant and Team Beachbody each expressly waives any objection that it may have based on improper venue or forum non conveniens to the conduct of any such suit or action in any such court. Except where prohibited, all Challenge Participants or reward awardees hereby agree that any claims, disputes, or actions of any kind shall be resolved individually, without resort to any form of class action, and waive all rights to claim indirect, punitive, incidental, or consequential damages, and/or multipliers of damages, and any other damages, other than for actual out-of-pocket expenses incurred as the result of participation in the Challenge or acceptance of any reward that may be awarded. The parties each hereby agree to waive their respective rights to a jury trial of any claim or cause of action related to or arising out of the Challenge. The scope of the waiver is intended to be all-encompassing of any and all disputes that may be filed in any court and that relate to any Challenge, including without limitation, contract claims, tort claims, breach of duty claims, and all other common law, regulatory, and statutory claims. In the event of litigation, these Official Rules may be filed as written consent to a trial by court. If any part of these Official Rules is declared invalid or unenforceable by a court of competent jurisdiction, it shall not affect the validity of the balance of these Official Rules.

15. Privacy Policy: All participants are subject to Team Beachbody’s Privacy Policy which may be accessed through the bottom of http://www.teambeachbody.com/ or otherwise posted and updated on Team Beachbody’s website.

16. Challenge Winners List and Rules: For a list of winners and/or a copy of these Official Rules, send a hand-printed, self-addressed, stamped envelope to “Team Beachbody Elite Challenge 2013” at 3301 Exposition Blvd., Third Floor, Santa Monica, California 90404. Requests must be received by June 30, 2014. © 2012 Beachbody, LLC. ALL RIGHTS RESERVED.