Notice to Noteholders

THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE SUBJECT SECURITIES. IF APPLICABLE, ALL DEPOSITORIES, CUSTODIANS AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUESTED TO EXPEDITE THE RE-TRANSMITTAL TO BENEFICIAL OWNERS OF THE SECURITIES IN A TIMELY MANNER. IF NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, IF ANY, THEY SHOULD IMMEDIATELY CONSULT THEIR OWN INDEPENDENT PROFESSIONAL ADVISERS AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 (IF THEY ARE IN THE UNITED KINGDOM) OR ANOTHER APPROPRIATELY AUTHORISED INDEPENDENT FINANCIAL ADVISER AND TAKE SUCH OTHER ADVICE FROM THEIR OWN PROFESSIONAL, TAX AND LEGAL ADVISERS AS THEY DEEM NECESSARY.

25 APRIL 2024

NOTICE TO NOTEHOLDERS

BODYSMART FINANCE LIMITED

(Incorporated in Bailiwick of Jersey with registered number 131386)

to the holders of those of the Series 2020-B1 notes issued by the Issuer on 3 June 2020 withISIN: GB00BMQ56V55(the "Noteholders" and the "Notes", respectively)

Unless otherwise defined in this Notice, capitalised terms used in this Notice shall have the meanings ascribed to them in the Trust Deed dated 3 June 2020 (as supplemented, restated or amended from time to time) between the Issuer and Note Trustee (the "Trust Deed").

Event of Default under the Loan Agreement

The Issuer hereby confirms to Noteholders that BodySmart Investment Group LLC (the "Borrower") has failed to pay the fees set out in the Fee Letter (as defined in the Loan Agreement) dated 5 February 2024 and due to be paid by the Borrower on 5 April 2024 in an amount of GB£13,225.24 and that this constitutes an Event of Default under the Loan Agreement and consequently constitutes an Event of Default under Condition 13(h) of the Notes.

Continuing Event of Default under the Loan Agreement

The Issuer refers to the notice to Noteholders issued by the Issuer on 21 December 2023 and hereby confirms to Noteholders that the Borrower continues to fail to pay interest due up to and including 3 December 2023 to the Issuer (as lender) in an amount of US$278,200.15 pursuant to the terms of the Loan Agreement that this constitutes an Event of Default under the Loan Agreement and consequently constitutes an Event of Default under Condition 13(h) of the Notes, which is continuing.

Continuing Event of Default under the Notes

The Issuer hereby confirms to Noteholders that, without the above payment of interest from the Borrower to the Issuer pursuant to the terms of the Loan Agreement, the Issuer continues to be unable to pay its coupon due on the Interest Payment Date falling on 4 December 2023 (3 December 2023 not being a Business Day) in an amount of US$278,200.15 and that this is an Event of Default under Condition 13(a) of the Notes, which is continuing.

Right to direct the Note Trustee

Pursuant to Condition 13 (Events of Default), if an Event of Default has occurred and is continuing, the Note Trustee at its discretion may, and if so requested in writing by the holders of at least one-quarter of the aggregate principal amount of the Notes then outstanding or if so directed by an Extraordinary Resolution of the Noteholders shall (subject to the Note Trustee having been indemnified and/or secured and/or prefunded to its satisfaction), give written notice to the Issuer (an "Acceleration Notice") declaring the Notes to be immediately due and payable, whereupon they shall become immediately due and payable at their Early Redemption Amount together with accrued interest without further action or formality.

The Security shall become enforceable upon the service of an Acceleration Notice by the Note Trustee on the Issuer.

Pursuant to Condition 18 (Enforcement), the Note Trustee may at any time at its discretion and without notice, take such action under or in connection with any of the Transaction Documents or the Notes or the Coupons as it may think fit (including, without limitation, directing the Security Trustee to take any action under or in connection with any of the Transaction Documents or, at any time after the security has become enforceable, to take steps to enforce the Security). The Note Trustee shall not be bound to take any such action unless (i) it shall have been directed by an Extraordinary Resolution of Noteholders or so requested in writing by the holders of at least one-quarter in principal amount of the Notes then outstanding and (ii) it shall have been indemnified and/or secured and/or prefunded to its satisfaction. The Security Trustee shall not, and shall not be bound to, take any such action unless (i) instructed by the Note Trustee and (ii) it shall have been indemnified and/or secured and/or prefunded to its satisfaction.

The Note Trustee will require the Notes of any Noteholder that gives any direction to the Note Trustee to be blocked in CREST. Further instructions will be provided in connection with the enforcement process on request.

Correspondence to the Note Trustee regarding enforcement should be addressed to [email protected] with the ISIN of the Notes and "Bodysmart Finance Limited" in the subject line of the email.

No Further Action by Note Trustee

For the avoidance of doubt (but without prejudice to the exercise of any discretion, power or authority which the Note Trustee is required, expressly or impliedly, to exercise in or by reference to the interests of the Noteholders under the Trust Deed), the Note Trustee will not take any further action without the request or direction (including indemnification) of the Noteholders as described above.

Borrower proposal to amend terms

The Issuer reminds the Noteholders that on 8 March 2024 the Issuer and Note Trustee received from the Borrower a proposal to amend the terms of the Loan Agreement and the Notes (the "Proposal"), as set out in the Issuer's announcement of 8 March 2024 which can be found here.

Neither the Issuer nor the Note Trustee make any recommendations and give no legal or investment advice in respect of the Proposal or as to the Notes generally. 

Noteholders should take and rely on their own independent legal and financial advice and may not rely on advice or information provided to the Note Trustee, statements as to the legal position included in notices issued by the Issuer or the Note Trustee relating to the Notes or otherwise or the views of the Issuer or the Note Trustee expressed herein or otherwise.

Noteholders should note that the Proposal relates to the Notes only.

Noteholder Contact

Queries regarding the circumstances surrounding these defaults or regarding the Proposal may be addressed to the Calculation Agent:

ZigZag Management Experts LLCUnit No:423 DMCC Business CentreLevel No 5 Jewellery & Gemplex 2DubaiUnited Arab Emirates [email protected]

Ref: 2020-B1

No further action by the Issuer or the Note Trustee in respect of the Proposal

For the avoidance of doubt (but without prejudice to the exercise of any discretion, power or authority which the Note Trustee is required, expressly or impliedly, to exercise in or by reference to the interests of the Noteholders under the Trust Deed), neither the Issuer nor the Note Trustee currently intend to take any further action in respect of the Proposal without receiving payment of their respective fees in accordance with the Fee Letter and being pre-funded and/or indemnified to their respective satisfaction by the Borrower for the costs and expenses associated with the implementation of the Proposal.

Subject to such prefunding and/or indemnification, the Issuer and the Note Trustee intend to facilitate Noteholders in their decision whether or not to accept the Proposal through the passing or rejecting of Extraordinary Resolutions (pursuant to the terms and conditions of the Notes). The Issuer will, at the appropriate time, convene a meeting of Noteholders and/or arrange for written Extraordinary Resolutions to be circulated to Noteholders for the purposes of approving or rejecting the Proposal.

This notice is given by the Issuer.