VIRGIN PULSE, INC.

CHANGING LIVES FOR GOOD

Pedometers; Interactive computer kiosks comprising computers, computer hardware, computer peripherals, and computer operating software, for use in measuring, recording, and tracking weight, blood pressure, body fat, and biometric data;

CHANGING LIVES FOR GOOD

Conducting employee incentive award programs for others to promote personal health, physical fitness, and prevention of medical conditions; conducting member incentive award programs for organizations to promote personal health, physical fitness, and prevention of medical conditions; promoting the sale of products and services of others through the administration of incentive award programs to promote personal health, physical fitness, and prevention of medical conditions; promoting public awareness of the health and fitness benefits of physical activity; Conducting employee incentive award programs for others to promote healthy lifestyle choices; conducting member incentive award programs for organizations to promote healthy lifestyle choices; promoting the sale of products and services of others through the administration of incentive award programs to promote healthy lifestyle choices; providing information and advice on promotion and marketing in the fields of personal health, physical fitness, prevention of medical conditions, and health insurance; Human capital management for incentivizing employee engagement, performance, and social causes;Conducting personalized health action plans to promote healthy activity and behavior, namely, weight reduction planning and supervision, fitness planning, counseling services in the field of health, nutrition and lifestyle wellness, conducting health, wellness, and nutrition programs; Conducting personalized health action plans to promote healthy activity and behavior, namely, providing assistance, fitness evaluation, and consultation to organizations and companies to assist their employees or members in making health, wellness, and nutritional changes to improve health;

CHANGING LIVES FOR GOOD

Physical fitness consultation services, namely, providing physical fitness assessment, evaluation and tracking to individuals to help them make physical fitness, strength, conditioning, and exercise improvements in their daily living; Incentive award programs to encourage consumer members to improve personal health and physical fitness and to prevent medical conditions; providing physical fitness assessment, evaluation and tracking to individuals to help them make physical fitness, strength, conditioning, and exercise improvements in their daily living; providing online information and advice in the fields of physical fitness and physical activity;

CHANGING LIVES FOR GOOD

Platform as a service (PAAS) featuring computer software platforms for use by an organization or company to deliver to its members or employees information about the organization or company and its programs which are designed to communicate, incentivize and motivate those members or employees by means of information, interaction, rewards and recognition to participate in the programs in order to enable the organization or company to modify behavior, manage performance, and develop its professional talent;

CHANGING LIVES FOR GOOD. MAKING COMPANIES BETTER.

Pedometers; Interactive computer kiosks comprising computers, computer hardware, computer peripherals, and computer operating software, for use in measuring, recording, and tracking weight, blood pressure, body fat, and biometric data;

CHANGING LIVES FOR GOOD. MAKING COMPANIES BETTER.

Conducting employee incentive award programs for others to promote personal health, physical fitness, and prevention of medical conditions; conducting member incentive award programs for organizations to promote personal health, physical fitness, and prevention of medical conditions; promoting the sale of products and services of others through the administration of incentive award programs to promote personal health, physical fitness, and prevention of medical conditions; promoting public awareness of the health and fitness benefits of physical activity; Conducting employee incentive award programs for others to promote healthy lifestyle choices; conducting member incentive award programs for organizations to promote healthy lifestyle choices; promoting the sale of products and services of others through the administration of incentive award programs to promote healthy lifestyle choices; providing information and advice on promotion and marketing in the fields of personal health, physical fitness, prevention of medical conditions, and health insurance; Human capital management for incentivizing employee engagement, performance, and social causes;Conducting personalized health action plans to promote healthy activity and behavior, namely, weight reduction planning and supervision, fitness planning, counseling services in the field of health, nutrition and lifestyle wellness, conducting health, wellness, and nutrition programs; Conducting personalized health action plans to promote healthy activity and behavior, namely, providing assistance, fitness evaluation, and consultation to organizations and companies to assist their employees or members in making health, wellness, and nutritional changes to improve health;

CHANGING LIVES FOR GOOD. MAKING COMPANIES BETTER.

Physical fitness consultation services, namely, providing physical fitness assessment, evaluation and tracking to individuals to help them make physical fitness, strength, conditioning, and exercise improvements in their daily living; Incentive award programs to encourage consumer members to improve personal health and physical fitness and to prevent medical conditions; providing physical fitness assessment, evaluation and tracking to individuals to help them make physical fitness, strength, conditioning, and exercise improvements in their daily living; providing online information and advice in the fields of physical fitness and physical activity;

CHANGING LIVES FOR GOOD. MAKING COMPANIES BETTER.

Platform as a service (PAAS) featuring computer software platforms for use by an organization or company to deliver to its members or employees information about the organization or company and its programs which are designed to communicate, incentivize and motivate those members or employees by means of information, interaction, rewards and recognition to participate in the programs in order to enable the organization or company to modify behavior, manage performance, and develop its professional talent;

ENERGY, FOCUS, DRIVE

Conducting and administering a program for participating health and fitness clubs featuring discounts on club membership for access to the clubs to program members; Conducting employee incentive award programs to promote on the job physical fitness, productivity, performance, recognition, and morale; Conducting employee incentive award programs to promote the benefits of physical fitness; Consulting services in the field of human resources development, namely, for the promotion of employee retention, career growth, and increased productivity for employees and employers; Consulting services in the field of human resources development, namely, utilizing technology for the promotion of employee retention, career growth and increased productivity for employees and employers; Incentive award programs to promote the sale of products and services of others; Promoting the goods and services of others by means of the issuance of loyalty rewards cards; Providing assistance, fitness evaluation and consultation to corporate clients to help their employees make health, wellness and nutritional changes in their daily living to increase productivity and lower health care costs;

ENERGY, FOCUS, DRIVE

Computer application software for mobile phones, namely, software for measuring, recording, tracking weight, blood pressure, body fat and biometric data; Computer hardware and software systems for recording, tracking weight, blood pressure, body fat and biometric data; Computer hardware and software, for use with medical patient monitoring equipment, for receiving, processing, transmitting and displaying data; Computer software and hardware for managing individuals' personal fitness, nutrition, health and progress tracking; Computer software for controlling self-service terminals; Interactive computer kiosks comprising computers, computer hardware, computer peripherals, and computer operating software, for use in for use in measuring, recording, tracking weight, blood pressure, body fat and biometric data; Pedometers;

ENERGY, FOCUS, DRIVE

Behavioral health services; Conducting telephone and in-person personal lifestyle wellness assessments; Consulting in the field of health and wellness to bring about personal happiness; Consulting services in the field of health; Consulting services in the field of mental fitness; Consulting services in the field of mental health and wellness; Consulting services in the field of women's health; Consulting services in the fields of diagnostic medical testing and nutrition; Consulting services in the fields of health and nutrition; Consulting to individuals and communities engaged in group weight loss programs; Counseling in the field of mental health and wellness; Counseling services in the fields of health, herbalism, and lifestyle wellness; Counseling services in the fields of health, nutrition and lifestyle wellness; Dietary and nutritional guidance; Dietetic advisory services; Energy healing services, namely, stress management and stress reduction counseling for individuals to enhance their lives; Food nutrition consultation; Health assessment services, namely, providing metabolic assessment profiles (MAP) to clients obtained by using a portable metabolic measurement system in the nature of a unique, heart-rate based overview of their own metabolism in order to assist in reaching weight loss, sports performance, health, fitness, and wellness-related goals; Health care services, namely, wellness programs; Health care, namely, assisting individuals to stop smoking; Health counseling; Mental health services; Nutrition counseling; Personality testing for psychological purposes; Providing a web site featuring educational information regarding nutrition and genetics; Providing a web site featuring information in the field of mental health and physical health, including living a healthy and disease free life; Providing a web site featuring information in the field of mental health and wellness; Providing a web site featuring information on health and nutrition; Providing a website featuring information about health, wellness and nutrition; Providing a website featuring information and advice in the fields of diet, weight loss, diet planning and lifestyle wellness; Providing a website featuring information concerning alternative health and healing; Providing a website featuring information regarding healthy living and lifestyle wellness; Providing an interactive website featuring information and links relating to healthy living and weight loss; Providing an on-line computer database featuring information regarding health and nutrition; Providing assistance, fitness evaluation and consultation to corporate clients to help their employees make health, wellness and nutritional changes in their daily living to improve health; Providing assistance, fitness evaluation and consultation to individuals to help them make health, wellness and nutritional changes in their daily living to improve health; Providing health information; Providing healthy lifestyle and nutrition services, namely, personal assessments, personalized routines, maintenance schedules, and counseling; Providing information about dietary supplements and nutrition; Providing information in the fields of health and wellness; Providing information on maintaining a healthy lifestyle and losing weight; Providing information, news and commentary in the field of nutrition, health and wellness; Providing mental health and wellness information; Providing weight loss program services; Providing wellness services, namely, personal assessments, personalized routines, maintenance schedules, and counseling; Stress reduction therapy; Web-based health assessment services, namely, a series of health-related questions for response from the user that result in a report that provides health-related information in the form of recommended educational resources and treatment information; Wellness and health-related consulting services;

ENERGY, FOCUS, DRIVE

Arranging and conducting business seminars in the field of use by companies and organizations to administer and manage programs to promote employee productivity, performanc, recognition, and morale and for use in managing individuals' personal fitness, nutrition, health and progress; Arranging and conducting incentive award programs to encourage the frequent, continued and effective practice of physical exercise; Conducting workshops and seminars in personal awareness; Conducting workshops and seminars in self awareness; Conducting workshops and seminars in use by companies and organizations to administer and manage programs to promote employee productivity, performanc, recognition, and morale and for use in managing individuals' personal fitness, nutrition, health and progress; Consulting services in the fields of fitness and exercise; Counseling services in the field of physical fitness; Physical fitness consultation; Providing a web site featuring information on exercise and fitness; Providing a website featuring information on exercise and fitness; Providing an on-line computer database featuring information regarding exercise and fitness; Providing assistance, personal training and physical fitness consultation to corporate clients to help their employees make physical fitness, strength, conditioning, and exercise alterations in their daily living; Providing assistance, personal training and physical fitness consultation to individuals to help them make physical fitness, strength, conditioning, and exercise improvement in their daily living; Providing information in the field of exercise training; Providing information on physical exercise;

ENERGY, FOCUS, DRIVE

Application service provider, namely, hosting, managing, developing, analyzing, and maintaining applications, software, and web sites, of others in the fields of healthcare, benefits programs, employee productivity, risk management; Computer services, namely, hosting and maintaining an on-line web site for others for others for use by companies and organizations to administer and manage programs to promote employee productivity, performance, recognition, and morale and for use in managing individuals' personal fitness, nutrition, health and progress; Computer software installation and maintenance; Consulting services in the field of hosting computer software applications; Consulting services in the field of providing online, non-downloadable software and applications; Consulting services in the field of software as a service (SAAS); Design, development and implementation of software; Design, development, and consulting services related thereto in the field of employee productivity, performance, recognition, and morale and for use in managing individuals' personal fitness, nutrition, health and progress; Design, development, and implementation of software for others for use by companies and organizations to administer and manage programs to promote employee productivity, performance, recognition, and morale and for use in managing individuals' personal fitness, nutrition, health and progress; Maintenance and updating of computer software; Maintenance and upgrading of computer software; Platform as a service (PAAS) featuring computer software platforms for others for use by companies and organizations to administer and manage programs to promote employee productivity, performance, recognition, and morale and for use in managing individuals' personal fitness, nutrition, health and progress; Preparation, update, installation and maintenance of computer software; Product design and development in the field of employee productivity, performance, recognition, and morale and for use in managing individuals' personal fitness, nutrition, health and progress; Software as a service (SAAS) services featuring software for others for use by companies and organizations to administer and manage programs to promote employee productivity, performance, recognition, and morale and for use in managing individuals' personal fitness, nutrition, health and progress; Software as a service (SAAS) services featuring software for others for use by companies and organizations to administer and manage programs to promote employee productivity, performance, recognition, and morale and for use in managing individuals' personal fitness, nutrition, health and progress; Software as a service (SAAS) services, namely, hosting software for use by others for use others for use by companies and organizations to administer and manage programs to promote employee productivity, performance, recognition, and morale and for use in managing individuals' personal fitness, nutrition, health and progress; Software design and development; Software development and product development consulting in the field of employee productivity, performance, recognition, and morale and for use in managing individuals' personal fitness, nutrition, health and progress; Software development consulting in the field of employee productivity, performance, recognition, and morale and for use in managing individuals' personal fitness, nutrition, health and progress;

GET ACTIVE. GET REWARDS.

Incentive award programs to encourage consumer members to improve personal health and physical fitness and to prevent medical conditions; providing physical fitness assessment, evaluation and tracking to individuals to help them make physical fitness, strength, conditioning, and exercise improvements in their daily living; providing online information and advice in the fields of physical fitness and physical activity;Conducting employee incentive award programs for others to promote personal health, physical fitness, and prevention of medical conditions; conducting member incentive award programs for organizations to promote personal health, physical fitness, and prevention of medical conditions; promoting the sale of products and services of others through the administration of incentive award programs to promote personal health, physical fitness, and prevention of medical conditions;

GOZONE

Pedometers;GO ZONE;

HEALTHMILES

Providing physical fitness assessment, evaluation and tracking to individuals to help them make physical fitness, strength, conditioning, and exercise improvements in their daily living; providing online information and advice in the fields of physical fitness and physical activity;HEALTH MILES;

HEALTHZONE

Interactive computer kiosks comprising computers, computer hardware, computer peripherals, and computer operating software, for use in measuring, recording, and tracking weight, blood pressure, body fat, and biometric data;HEALTH ZONE;

HOMEBASE FOR HEALTH

Pedometers; downloadable computer software for use in measuring, recording, and tracking weight, blood pressure, body fat, and biometric data; downloadable computer application software for mobile phones, namely, downloadable software for use in managing individuals' personal fitness, nutrition, health, and progress tracking;HEALTH;

HOMEBASE FOR HEALTH

Promoting the sale of products and services of others through the administration of incentive award programs to promote personal health, physical fitness, the prevention of medical conditions, and the promotion of employee productivity, performance, recognition, and morale; promoting awareness of the benefits of making health, wellness and nutritional changes in daily living to enable businesses to increase productivity and lower health care costs; administration of health and wellness incentive programs; conducting incentive award programs to promote participation in health and wellness programs; human resources consultation; providing consulting services in the cost management of benefit plans of others;HEALTH;

HOMEBASE FOR HEALTH

Educational services, namely, conducting programs in the fields of health, wellness, nutrition, fitness, mental health, personal growth, and financial planning; arranging and conducting incentive award programs to encourage physical exercise; providing physical fitness assessment and consultation to individuals to help them make physical fitness, strength, conditioning, and exercise improvements in their daily living; monitoring the fitness progress of individuals to help them make physical fitness, strength, conditioning, and exercise improvements in their daily living;HEALTH;

HOMEBASE FOR HEALTH

HOME BASE FOR HEALTH;Platform as a service (PAAS) featuring computer software platforms for use in managing individuals' personal fitness, nutrition, health, and progress; software as a service (SAAS) services featuring software for use in managing individuals' personal fitness, nutrition, health, and progress;

HOMEBASE FOR HEALTH

HOME BASE FOR HEALTH;Providing assistance, fitness evaluation, and consultation to organizations and companies to assist their employees or members in making health, wellness, and nutritional changes to improve health; providing health programs, namely, wellness programs; providing health and wellness services, namely, personal assessments, personalized routines, maintenance schedules, fitness evaluations, and counseling; providing a website featuring interactive health, wellness, and nutrition assessments; counseling services in the fields of health, nutrition, and wellness; counseling services in the fields of health, nutrition, and wellness, namely, personalized health coaching and behavior change support; medical screening; biometric screening; providing health, wellness, and nutrition information for wellness program coordinators;

IGNITE

Software as a service (SAAS) services featuring software for receiving, processing, transmitting and displaying information relating to fitness; software as a service (SAAS) services featuring software that facilitates corporate wellbeing programs; software as a service (SAAS) services featuring software for managing information regarding tracking, compliance, and motivation with a health and fitness program; software as a service (SAAS) services featuring software for monitoring and tracking employee activity levels; software as a service (SAAS) services featuring software for collecting information regarding individuals from multiple sources, including eligibility files, health assessments, biometric devices, and wearable devices; software as a service (SAAS) services featuring software for challenging individuals to meet activity level goals; software as a service (SAAS) services featuring software for challenging groups of individuals to meet activity level goals; providing on-line, non-downloadable software for receiving, processing, transmitting and displaying information relating to fitness;

LIVE LIFE LIVELY

Incentive award programs to encourage consumer members to improve personal health and physical fitness and to prevent medical conditions; providing physical fitness assessment, evaluation and tracking to individuals to help them make physical fitness, strength, conditioning, and exercise improvements in their daily living; providing online information and advice in the fields of physical fitness and physical activity;Conducting employee incentive award programs for others to promote personal health, physical fitness, and prevention of medical conditions; conducting member incentive award programs for organizations to promote personal health, physical fitness, and prevention of medical conditions; promoting the sale of products and services of others through the administration of incentive award programs to promote personal health, physical fitness, and prevention of medical conditions; promoting public awareness of the health and fitness benefits of physical activity;

PAY-FOR-PREVENTION

Conducting employee incentive award programs for others to promote personal health, physical fitness, and prevention of medical conditions; conducting member incentive award programs for organizations to promote personal health, physical fitness, and prevention of medical conditions;

VP ACTIVATE

Software as a service (SAAS) featuring computer software using data analytics, data mining, data processing, and consumer identification and for use in accessing, tracking, monitoring, generating and manipulating consumer preferences, health information, medical information, financial information, benefits information and data; Software as a service (SAAS) services, namely, providing and hosting non-downloadable, software applications for use by businesses to perform consumer relations management, consumer outreach and multi-channel communication campaign management, campaign design, data management and analytics, behavioral assessment, and predictive modeling; Software as a service (SAAS) services; Providing an interactive web site; Providing temporary use of online non-downloadable software;