FIFTH AMENDMENT TO FINANCING AGREEMENTFinancing Agreement • November 8th, 2023 • Xponential Fitness, Inc. • Services-miscellaneous amusement & recreation • New York
Financing Agreement, dated as of April 19, 2021, by and among Xponential Intermediate Holdings, LLC, a Delaware limited liability company (the “Parent”), Xponential Fitness LLC, a Delaware limited liability company (“XF”), each Subsidiary (as hereinafter defined) of Parent listed as a “Borrower” on the signature pages hereto (together with XF and each other Person that executes a joinder agreement and becomes a “Borrower” hereunder, each a “Borrower” and collectively, the “Borrowers”), each other Subsidiary of Parent listed as a “Guarantor” on the signature pages hereto (together with Parent and each other Person that executes a joinder agreement and becomes a “Guarantor” hereunder or otherwise guaranties all or any part of the Obligations (as hereinafter defined), each a “Guarantor” and collectively, the “Guarantors”), the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”), Wilmington Trust, National Association (“Wilmington Trust”), as collateral
OFFICE LEASEOffice Lease • June 25th, 2021 • Xponential Fitness, Inc. • Services-miscellaneous amusement & recreation • California
This Office Lease (the “Lease”), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the “Summary”), below, is made by and between QUINTANA OFFICE PROPERTY LLC, a Delaware limited liability company (“Landlord”), and XPONENTIAL FITNESS LLC, a Delaware limited liability company (“Tenant”).
Employment AgreementEmployment Agreement • July 16th, 2021 • Xponential Fitness, Inc. • Services-miscellaneous amusement & recreation • California
IN WITNESS WHEREOF, the Company has executed this Agreement by its authorized representative, and Executive has executed this Agreement, in each case effective as of the date first above written.
XPONENTIAL FITNESS, INC. (a Delaware corporation) 5,000,000 Shares of Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 10th, 2023 • Xponential Fitness, Inc. • Services-miscellaneous amusement & recreation • New York
TAX RECEIVABLE AGREEMENT among XPONENTIAL FITNESS, INC., XPONENTIAL INTERM EDIATE HOLDINGS, LLC, and THE PERSONS NAMED HEREIN Dated as of [•], 2021Tax Receivable Agreement • July 16th, 2021 • Xponential Fitness, Inc. • Services-miscellaneous amusement & recreation • Delaware
This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of [•], 2021, is hereby entered into by and among Xponential Fitness, Inc., a Delaware corporation (the “Corporate Taxpayer”), Xponential Intermediate Holdings, LLC, a Delaware limited liability company (“OpCo”), each of the undersigned parties and each of the other persons from time to time party hereto (each a “TRA Party” and together the “TRA Parties”).
FINANCING AGREEMENT Dated as of February 28, 2020 by and among XPONENTIAL INTERMEDIATE HOLDINGS, LLC, as Parent, XPONENTIAL FITNESS LLC AND EACH OTHER SUBSIDIARY OF PARENT LISTED AS A BORROWER ON THE SIGNATURE PAGES HERETO, as Borrowers, PARENT AND...Financing Agreement • June 3rd, 2021 • Xponential Fitness, Inc. • Services-miscellaneous amusement & recreation • New York
Financing Agreement, dated as of February 28, 2020, by and among Xponential Intermediate Holdings, LLC, a Delaware limited liability company (the “Parent”), Xponential Fitness LLC, a Delaware limited liability company (“XF”), each Subsidiary (as hereinafter defined) of Parent listed as a “Borrower” on the signature pages hereto (together with XF and each other Person that executes a joinder agreement and becomes a “Borrower” hereunder, each a “Borrower” and collectively, the “Borrowers”), each other Subsidiary of Parent listed as a “Guarantor” on the signature pages hereto (together with Parent and each other Person that executes a joinder agreement and becomes a “Guarantor” hereunder or otherwise guaranties all or any part of the Obligations (as hereinafter defined), each a “Guarantor” and collectively, the “Guarantors”), the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”), Cerberus Business Finance Agency, LLC, a Delaware limited liability com
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • June 25th, 2021 • Xponential Fitness, Inc. • Services-miscellaneous amusement & recreation • Delaware
This Management Services Agreement (this “Agreement”) is entered into as of September 29, 2017 by and among H&W Franchise Holdings LLC, a Delaware limited liability company (“H&W” and together with any subsidiaries, the “Companies”), and TPG Growth III Management, LLC (the “Manager”).
CONSULTING AGREEMENTConsulting Agreement • June 25th, 2021 • Xponential Fitness, Inc. • Services-miscellaneous amusement & recreation • Delaware
THIS CONSULTING AGREEMENT (this “Agreement”) is made and entered into and effective this 30th day of June, 2018 (the “Effective Date”) by and between H&W Investco Management, LLC (the “Company”) and Anthony Geisler (“Consultant”).
ASSIGNMENT AGREEMENTAssignment Agreement • February 13th, 2020 • Xponential Fitness, Inc. • Services-miscellaneous amusement & recreation • Delaware
This Assignment Agreement is dated as of September 26, 2017, (this “Agreement”), and is entered into by and among Club Pilates Franchise, LLC, a Delaware limited liability company (the “Assignor”), Xponential Fitness LLC, a Delaware limited liability company (the “Assignee”), and Megan Moen (the “Executive”).
Employment AgreementEmployment Agreement • March 4th, 2024 • Xponential Fitness, Inc. • Services-miscellaneous amusement & recreation • California
This Employment Agreement (this "Agreement") is dated as of October 9, 2023, and is made by and between Xponential Fitness, LLC, a Delaware limited liability company (the "Company"), and Andrew Hagopian ("Executive").
ASSIGNMENT, ASSUMPTION, WAIVER AND RELEASE AGREEMENTAssignment, Assumption, Waiver and Release Agreement • February 13th, 2020 • Xponential Fitness, Inc. • Services-miscellaneous amusement & recreation • Delaware
This ASSIGNMENT, ASSUMPTION, WAIVER AND RELEASE AGREEMENT (this “Agreement”), dated as of June 28, 2018, is entered into by and among TPG Growth III Management, LLC, a Delaware limited liability company (“TPG”), H&W Franchise Holdings LLC, a Delaware limited liability company (the “Company,” and together with any direct and indirect subsidiaries, the “Companies”), and H&W Investco LP, a Delaware limited partnership (“Assignee,” and together with TPG and the Companies, the “Parties”). Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed thereto in the Management Agreement referred to below.
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 25, 2018 among XPONENTIAL FITNESS LLC and ST. GREGORY HOLDCO, LLC, as Borrower, THE OTHER LOAN PARTIES PARTY HERETO, THE VARIOUS FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders, and...Credit Agreement • June 25th, 2021 • Xponential Fitness, Inc. • Services-miscellaneous amusement & recreation
THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 25, 2018 (this “Agreement”) is entered into among (i) Xponential Fitness LLC, a Delaware limited liability company and St. Gregory Holdco, LLC, a Delaware limited liability company, (ii) any Person from time to time joined hereto as a borrower party in accordance with the terms hereof (together with Xponential Fitness LLC and St. Gregory Holdco, LLC, individually and collectively referred to herein as “Borrower”), (iii) the other Loan Parties party hereto, (iv) the financial institutions that are or may from time to time become parties hereto (together with their respective successors and assigns, the “Lenders”) and (v) MONROE CAPITAL MANAGEMENT ADVISORS, LLC (in its individual capacity, “Monroe Capital”), as administrative agent for the Lenders.
ASSIGNMENT, ASSUMPTION, WAIVER AND RELEASE AGREEMENTAssignment, Assumption, Waiver and Release Agreement • June 25th, 2021 • Xponential Fitness, Inc. • Services-miscellaneous amusement & recreation • Delaware
This ASSIGNMENT, ASSUMPTION, WAIVER AND RELEASE AGREEMENT (this “Agreement”), dated as of June 28, 2018, is entered into by and among TPG Growth III Management, LLC, a Delaware limited liability company (“TPG”), H&W Franchise Holdings LLC, a Delaware limited liability company (the “Company,” and together with any direct and indirect subsidiaries, the “Companies”), and H&W Investco LP, a Delaware limited partnership (“Assignee,” and together with TPG and the Companies, the “Parties”). Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed thereto in the Management Agreement referred to below.
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF XPONENTIAL INTERMEDIATE HOLDINGS LLC (a Delaware limited liability company)Limited Liability • June 29th, 2021 • Xponential Fitness, Inc. • Services-miscellaneous amusement & recreation • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of XPONENTIAL INTERMEDIATE HOLDINGS LLC, a Delaware limited liability company (the “Company”), is entered into as of [ ], 2021, by and among the Company, Xponential Fitness Inc., a Delaware corporation (“Pubco”), the Members executing this Agreement, and such other Persons who may become Members hereof from time to time, pursuant to the provisions of the Delaware Act and this Agreement.
SIXTH AMENDMENT TO FINANCING AGREEMENT SIXTH AMENDMENT TO FINANCING AGREEMENT, dated as of February 13, 2024Financing Agreement • May 6th, 2024 • Xponential Fitness, Inc. • Services-miscellaneous amusement & recreation • New York
Financing Agreement, dated as of April 19, 2021, by and among Xponential Intermediate Holdings, LLC, a Delaware limited liability company (the “Parent”), Xponential Fitness LLC, a Delaware limited liability company (“XF”), each Subsidiary (as hereinafter defined) of Parent listed as a “Borrower” on the signature pages hereto (together with XF and each other Person that executes a joinder agreement and becomes a “Borrower” hereunder, each a “Borrower” and collectively, the “Borrowers”), each other Subsidiary of Parent listed as a “Guarantor” on the signature pages hereto (together with Parent and each other Person that executes a joinder agreement and becomes a “Guarantor” hereunder or otherwise guaranties all or any part of the Obligations (as hereinafter defined), each a “Guarantor” and collectively, the “Guarantors”), the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”), Wilmington Trust, National Association (“Wilmington Trust”), as collateral
WaiversWaivers • August 7th, 2023 • Xponential Fitness, Inc. • Services-miscellaneous amusement & recreation
As of June 30, 2023, each of Xponential Fitness, Inc., a Delaware corporation, Xponential Intermediate Holdings, LLC, a Delaware limited liability company (the “Parent”), Xponential Fitness LLC, a Delaware limited liability company (the “Borrower”), each Subsidiary (as defined in the Financing Agreement (defined below)) of Parent listed as a "Borrower" on the signature pages to the Financing Agreement, each other Subsidiary of Parent listed as a "Guarantor" on the signature pages of the Financing Agreement listed as a borrower (together, the “Company”) agrees not to provide any material nonpublic information to MSD XPO Partners, LLC, MSD PCOF Partners XXXIX, LLC, MSD Credit Opportunity Master Fund, L.P., Lombard International Life, LTD., on behalf of its segregated account BIGVA0005, Lombard International Life, LTD., on behalf of its segregated account BIGVA0005, Lombard International Life, LTD., on behalf of its segregated account BIGVA0006, MSD Private Credit Opportunity Master Fund
SECOND AMENDMENT AND WAIVER TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 25th, 2021 • Xponential Fitness, Inc. • Services-miscellaneous amusement & recreation
This SECOND AMENDMENT AND WAIVER TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of December 20, 2019, among Xponential Fitness LLC, a Delaware limited liability company, and St. Gregory Holdco, LLC, a Delaware limited liability company (collectively, the “Borrower”), the other loan parties party hereto (together with the Borrower, the “Loan Parties”), the financial institutions party hereto (together with their respective successors and assigns, the “Lenders”) and Monroe Capital Management Advisors, LLC, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”). Unless otherwise specified herein, capitalized terms used in this Amendment shall have the meanings ascribed to them in the Credit Agreement (as hereinafter defined).
ContractAsset Purchase Agreement • March 7th, 2022 • Xponential Fitness, Inc. • Services-miscellaneous amusement & recreation • Delaware
[*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.
THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 25th, 2021 • Xponential Fitness, Inc. • Services-miscellaneous amusement & recreation
This THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of February 12, 2020, among Xponential Fitness LLC, a Delaware limited liability company, and St. Gregory Holdco, LLC, a Delaware limited liability company (collectively, the “Borrower”), the other loan parties party hereto (together with the Borrower, the “Loan Parties”), the financial institutions party hereto (together with their respective successors and assigns, the “Lenders”) and Monroe Capital Management Advisors, LLC, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”). Unless otherwise specified herein, capitalized terms used in this Amendment shall have the meanings ascribed to them in the Credit Agreement (as hereinafter defined).
FOURTH AMENDMENT TO FINANCING AGREEMENTFinancing Agreement • May 5th, 2023 • Xponential Fitness, Inc. • Services-miscellaneous amusement & recreation
FOURTH AMENDMENT TO FINANCING AGREEMENT, dated as of January 9, 2023 (this “Amendment”), to the Financing Agreement, dated as of April 19, 2021 (as amended by the First Amendment to Financing Agreement, dated as of July 27, 2021, as amended by the Second Amendment to Financing Agreement, dated as of October 8, 2021, as amended by the Third Amendment to Financing Agreement, dated as September 30, 2022, and as may be further as amended, restated, supplemented or otherwise modified, the “Financing Agreement”), by and among Xponential Intermediate Holdings, LLC, a Delaware limited liability company (the “Parent”), Xponential Fitness LLC, a Delaware limited liability company (“XF”), each Subsidiary (as defined therein) of Parent listed as a "Borrower" on the signature pages thereto (together with XF and each other Person that executes a joinder agreement and becomes a "Borrower" thereunder, each a “Borrower” and collectively, the “Borrowers”), each other Subsidiary of Parent listed as a "Gu
WaiversWaivers • August 7th, 2023 • Xponential Fitness, Inc. • Services-miscellaneous amusement & recreation
As of June 30, 2023, each of Xponential Fitness, Inc., a Delaware corporation, Xponential Intermediate Holdings, LLC, a Delaware limited liability company (the “Parent”), Xponential Fitness LLC, a Delaware limited liability company (the “Borrower”), each Subsidiary (as defined in the Financing Agreement (defined below)) of Parent listed as a "Borrower" on the signature pages to the Financing Agreement, each other Subsidiary of Parent listed as a "Guarantor" on the signature pages of the Financing Agreement (together, the “Company”) agrees not to provide any material nonpublic information to DESALKIV Portfolios LLC (“DE Shaw”) and any of its affiliates identified to Borrower in writing and with respect to which Borrower agrees to be bound hereby, including any material nonpublic information required to be provided pursuant to: (i) Section 7.01 of the Financing Agreement, dated as of April 19, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the “Financin
FIRST AMENDMENT TO FINANCING AGREEMENTFinancing Agreement • March 7th, 2022 • Xponential Fitness, Inc. • Services-miscellaneous amusement & recreation • New York
FIRST AMENDMENT, dated as of July 27, 2021 (this “Amendment”), to the Financing Agreement, dated as of April 19, 2021 (as amended, restated, supplemented or otherwise modified, the “Financing Agreement”), by and among Xponential Intermediate Holdings, LLC, a Delaware limited liability company (the “Parent”), Xponential Fitness LLC, a Delaware limited liability company (“XF”), each Subsidiary (as defined therein) of Parent listed as a “Borrower” on the signature pages hereto (together with XF and each other Person that executes a joinder agreement and becomes a “Borrower” thereunder, each a “Borrower” and collectively, the “Borrowers”), each other Subsidiary of Parent listed as a “Guarantor” on the signature pages thereto (together with Parent and each other Person that executes a joinder agreement and becomes a “Guarantor” thereunder or otherwise guaranties all or any part of the Obligations (as defined therein), each a “Guarantor” and collectively, the “Guarantors”), the lenders from
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • June 25th, 2021 • Xponential Fitness, Inc. • Services-miscellaneous amusement & recreation • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of [DATE] among Xponential Fitness, Inc., a Delaware corporation (the “Company”), and the persons identified on Schedule A hereto (collectively, the “Investors” and, each individually, an “Investor”).
SECOND AMENDMENT TO FINANCING AGREEMENT AND FIRST AMENDMENT TO SECURITY AGREEMENTFinancing Agreement • March 7th, 2022 • Xponential Fitness, Inc. • Services-miscellaneous amusement & recreation • New York
SECOND AMENDMENT TO FINANCING AGREEMENT AND FIRST AMENDMENT TO SECURITY AGREEMENT, dated as of October 8, 2021 (this "Amendment"), to the Financing Agreement, dated as of April 19, 2021 (as amended by the First Amendment to Financing Agreement, dated as of July 26, 2021, and as may be further as amended, restated, supplemented or otherwise modified, the "Financing Agreement"), by and among Xponential Intermediate Holdings, LLC, a Delaware limited liability company (the "Parent"), Xponential Fitness LLC, a Delaware limited liability company ("XF"), each Subsidiary (as defined therein) of Parent listed as a "Borrower" on the signature pages hereto (together with XF and each other Person that executes a joinder agreement and becomes a "Borrower" thereunder, each a "Borrower" and collectively, the "Borrowers"), each other Subsidiary of Parent listed as a "Guarantor" on the signature pages thereto (together with Parent and each other Person that executes a joinder agreement and becomes a "G
SECURITIES PURCHASE AGREEMENT BY AND AMONG THE PURCHASERS LISTED ON EXHIBIT A HERETO AND XPONENTIAL FITNESS, INC. DATED AS OF JUNE 25, 2021Securities Purchase Agreement • June 29th, 2021 • Xponential Fitness, Inc. • Services-miscellaneous amusement & recreation • Delaware
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of June 25, 2021, is made by and among (a) the Purchasers named in Exhibit A hereto (collectively, the “Purchasers”) and (b) Xponential Fitness, Inc., a Delaware corporation (the “Company” and, together with the Purchasers and any Affiliate of any Purchaser that becomes a party to this Agreement, the “Parties”).
LIMITED LIABILITY COMPANY OPERATING AGREEMENT OFLimited Liability Company Operating Agreement • May 13th, 2022 • Xponential Fitness, Inc. • Services-miscellaneous amusement & recreation
IN WITNESS WHEREOF, Members holding a majority of the issued and outstanding Units of the Company have entered into this Amendment as of the day first above set forth.
= Certain information contained in this document, marked by brackets, has been omitted because it is both not material and would be competitively harmful if publicly disclosed. CONTRIBUTION AGREEMENT by and among Rumble Holdings LLC Rumble Parent LLC...Contribution Agreement • June 3rd, 2021 • Xponential Fitness, Inc. • Services-miscellaneous amusement & recreation • Delaware
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is entered into as of March 24, 2021, among Rumble Holdings LLC, a Delaware limited liability company (the “Seller”), Rumble Parent LLC, a Delaware limited liability company (“Parent”), Rumble Fitness, LLC, a New York limited liability company (“Rumble Fitness”, and together with the Seller and Parent, the “Selling Parties”), and H&W Franchise Holdings, LLC, a Delaware limited liability company (the “Company”).
FORM OF XPONENTIAL FITNESS, INC. DIRECTOR AND EXECUTIVE OFFICER INDEMNIFICATION AGREEMENTIndemnification Agreement • June 25th, 2021 • Xponential Fitness, Inc. • Services-miscellaneous amusement & recreation • Delaware
This Indemnification Agreement (this “Agreement”), made and entered into as of the [•] day of [ ], 2021, by and between Xponential Fitness, Inc., a Delaware corporation (the “Company”), Xponential Holdings, LLC, a Delaware limited liability company (the “LLC” and, together with the Company, the “Xponential Parties”) and [ ] (“Indemnitee”).
REORGANIZATION AGREEMENTReorganization Agreement • July 16th, 2021 • Xponential Fitness, Inc. • Services-miscellaneous amusement & recreation • Delaware
This Reorganization Agreement, dated as of [_____], 2021 (this “Agreement”), is made and entered into by and among H&W Franchise Holdings LLC, a Delaware limited liability company (“H&W Holdings”), the undersigned equityholders of H&W Holdings (the “Equityholders”), Xponential Intermediate Holdings, LLC, a Delaware limited liability company (“Xponential Holdings”) and Xponential Fitness, Inc., a Delaware corporation (“PubCo”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Registration Statement (as defined below), unless otherwise indicated in this Agreement.
AMENDMENT NUMBER ONE TO THE SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF XPONENTIAL INTERMEDIATE HOLDINGS LLC (A DELAWARE LIMITED LIABILITY COMPANY)Limited Liability Company Operating Agreement • March 29th, 2022 • Xponential Fitness, Inc. • Services-miscellaneous amusement & recreation
This Amendment Number One to the Second Amended and Restated Limited Liability Company Operating Agreement (the “Amendment”) of Xponential Intermediate Holdings LLC (the “Company”), is effective as of December 20, 2021.
ASSIGNMENT AGREEMENTAssignment Agreement • February 13th, 2020 • Xponential Fitness, Inc. • Services-miscellaneous amusement & recreation • Delaware
This Assignment Agreement is dated as of September 26, 2017, (this “Agreement”), and is entered into by and among Club Pilates Franchise, LLC, a Delaware limited liability company (the “Assignor”), Xponential Fitness LLC, a Delaware limited liability company (the “Assignee”), and Anthony Geisler (the “Executive”).
