Common use of Schedule and Exhibits Clause in Contracts

Schedule and Exhibits. Schedule 1.01(A) Lenders’ Commitments Schedule 1.01(B) Earnouts Schedule 6.01(e) Capitalization; Subsidiaries Schedule 6.01(f) Litigation; Commercial Tort Claims Schedule 6.01(i) ERISA Schedule 6.01(l) Nature of Business Schedule 6.01(o) Real Property and Facilities Schedule 6.01(q) Franchise Matters Schedule 6.01(r) Environmental Matters Schedule 6.01(s) Insurance Schedule 6.01(v) Bank Accounts Schedule 6.01(w) Intellectual Property Schedule 6.01(x) Material Contracts Schedule 6.01(dd) Name; Jurisdiction of Organization; Organizational ID Number; Chief Place of Business; Chief Executive Office; FEIN Schedule 6.01(ee) Collateral Locations Schedule 7.01(s) Post-Closing Obligations Schedule 7.02(a) Existing Liens Schedule 7.02(b) Existing Indebtedness Schedule 7.02(c) Capitalized Lease Obligations Schedule 7.02(e) Existing Investments Schedule 7.02(e)(xx) Franchisee Loan Parameters Schedule 7.02(j) Transactions with Affiliates Schedule 7.02(k) Limitations on Dividends and Other Payment Restrictions Schedule 8.01 Cash Management Banks/Cash Management Accounts Exhibit A Form of Joinder Agreement Exhibit B Form of Notice of Borrowing Exhibit C Form of SOFR Notice Exhibit D Form of Assignment and Acceptance Exhibit E Form of Compliance Certificate Exhibit F Form of Franchise Report Exhibit G Form of U.S. Tax Compliance Certificate #97100791v3 FINANCING AGREEMENT 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 agent for the Lenders (in such capacity, together with its successors and assigns, the “Collateral Agent”) and Wilmington Trust, as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent” and together with the Collateral Agent, each an “Agent” and collectively, the “Agents”).

Schedule and Exhibits. Schedule 1.01(A) Lenders and Lenders’ ' Commitments Schedule 1.01(B) Earnouts DBM Facilities Schedule 1.01(C) Graywolf Facilities Schedule 1.01(D) Historical Consolidated EBITDA Schedule 1.01(E) Graywolf Acquisition Pro Forma EBITDA Schedule 5.01(d) Effective Date Control Agreements Schedule 6.01(e) Capitalization; Subsidiaries Schedule 6.01(f) Litigation; Commercial Tort Claims Schedule 6.01(i) ERISA Schedule 6.01(l) Nature of Business Schedule 6.01(o6.01(p) Real Property Employee and Facilities Schedule 6.01(q) Franchise Labor Matters Schedule 6.01(r) Environmental Matters Schedule 6.01(s) Insurance Schedule 6.01(v6.01(u) Bank Accounts Schedule 6.01(w) Registered Intellectual Property Schedule 6.01(x6.01(aa) Material Contracts Transactions with Affiliates Schedule 6.01(dd6.01(ll) Name; Jurisdiction of Organization; Organizational ID Number; Chief Place of Business; Chief Executive Office; FEIN Schedule 6.01(ee) Collateral Locations Schedule 7.01(s) Post-Closing Obligations Third Party Leases Schedule 7.02(a) Existing Liens Schedule 7.02(b) Existing Indebtedness Schedule 7.02(c) Capitalized Lease Obligations Schedule 7.02(e) Existing Investments Schedule 7.02(e)(xx) Franchisee Loan Parameters Schedule 7.02(j) Transactions with Affiliates Schedule 7.02(k) Limitations on Dividends and Other Payment Restrictions Schedule 8.01 Cash Management Banks/Cash Management Accounts Schedule 12.07 Disqualified Institutions Exhibit A Form of Joinder Agreement Exhibit B Form of Assignment and Acceptance Exhibit C Form of Notice of Borrowing Exhibit C Form of SOFR Notice Exhibit D Form of Assignment and Acceptance LIBOR Notice Exhibit E Form of Compliance Certificate Exhibit F Form of Franchise Report Exhibit G F-1 Form of U.S. Tax Compliance Certificate #97100791v3 (Foreign Lenders) Exhibit F-2 Form of U.S. Tax Compliance Certificate (Foreign Participants) Exhibit F-3 Form of U.S. Tax Compliance Certificate (Foreign Participants) Exhibit F-4 Form of U.S. Tax Compliance Certificate (Foreign Lenders) Exhibit G Form of Note Exhibit H Form of Notice of Optional Prepayment Exhibit I Form of Notice of Mandatory Prepayment iv US-DOCS\103792213.14 FINANCING AGREEMENT Financing Agreement, dated as of April 19November 30, 20212018, by and among Xponential Intermediate Holdings, LLCDBM Global Inc., a Delaware limited liability company corporation ("DBM" or the “Parent”), Xponential Fitness LLC, a Delaware limited liability company (“XFCompany”), each Subsidiary (as hereinafter defined) subsidiary of Parent DBM listed as a “"Borrower” " on the signature pages hereto (together with XF DBM and each other Person that executes a joinder agreement and becomes a “"Borrower” " hereunder, each a “"Borrower” " and collectively, the “"Borrowers”"), each other Subsidiary subsidiary of Parent DBM 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)" hereunder, 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 TCW Asset Management Company LLC (“Wilmington Trust”"TCW"), as collateral agent for the Lenders Secured Parties (in such capacity, together with its successors and assignsassigns in such capacity, the “"Collateral Agent”) "), and Wilmington TrustTCW, as administrative agent for the Lenders (in such capacity, together with its successors and assignsassigns in such capacity, the “"Administrative Agent” " and together with the Collateral Agent, each an “"Agent” " and collectively, the “"Agents”").

Schedule and Exhibits. Schedule 1.01(A) Lenders and Lenders’ Commitments Schedule 1.01(B) Earnouts Facilities Schedule 6.01(e) Capitalization; Subsidiaries Schedule 6.01(f) Litigation; Commercial Tort Claims Litigation Schedule 6.01(h) Compliance with Law Schedule 6.01(i) ERISA Schedule 6.01(l) Nature of Business Schedule 6.01(o6.01(p) Real Property and Facilities Labor Matters Schedule 6.01(q) Franchise Environmental Matters Schedule 6.01(r) Environmental Matters Schedule 6.01(s) Insurance Schedule 6.01(v) Bank Accounts Schedule 6.01(w6.01(u) Intellectual Property Schedule 6.01(x6.01(v) Material Contracts Schedule 6.01(dd) Name; Jurisdiction of Organization; Organizational ID Number; Chief Place of Business; Chief Executive Office; FEIN Schedule 6.01(ee) Collateral Locations Schedule 7.01(s) Post-Closing Obligations Schedule 7.02(a) Existing Liens Schedule 7.02(b) Existing Indebtedness Schedule 7.02(c) Capitalized Lease Obligations Schedule 7.02(e) Existing Investments Schedule 7.02(e)(xx) Franchisee Loan Parameters Schedule 7.02(j) Transactions with Affiliates Schedule 7.02(k) Limitations on Dividends and Other Payment Restrictions Schedule 8.01 Cash Management Banks/Cash Management Accounts Exhibit A Form of Joinder Agreement Exhibit B Form of Assignment and Acceptance Exhibit C Form of Notice of Borrowing Exhibit C D Form of SOFR Notice Exhibit D Form of Assignment and Acceptance Exhibit E Form of Compliance Certificate Exhibit F Form of Franchise Report Asset Coverage Certificate Exhibit G Form 2.09(d) Forms of U.S. Tax Compliance Certificate #97100791v3 FINANCING AGREEMENT Financing Agreement, dated as of April 19November 6, 20212023, by and among Xponential Intermediate Holdings, LLCORTHOFIX MEDICAL INC., a Delaware limited liability company corporation (the “Parent”), Xponential Fitness LLC, a Delaware limited liability company (the “XFCompany” and the “Borrower”), each Subsidiary (as hereinafter defined) subsidiary 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 subsidiary of the Company that executes a joinder agreement and becomes a “Guarantor” hereunder or otherwise guaranties all or any part of the Obligations (as hereinafter defined)hereunder, each a “Guarantor” and collectively, the “Guarantors”), the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”), Wilmington TrustBlue Torch Finance LLC, National Association a Delaware limited liability company (“Wilmington TrustBlue Torch”), as collateral agent for the Lenders (in such capacity, together with its successors and assignsassigns in such capacity, the “Collateral Agent”) ), and Wilmington TrustBlue Torch, as administrative agent and mandatario con rappresentanza for the Lenders (in such capacity, together with its successors and assignsassigns in such capacity, the “Administrative Agent” and together with the Collateral Agent, each an “Agent” and collectively, the “Agents”).

Schedule and Exhibits. Schedule 1.01(A) Lenders and Lenders’ Commitments Schedule 1.01(B) Earnouts Facilities Schedule 1.01(D) Specified Party Schedule 6.01(e) Capitalization; Subsidiaries Schedule 6.01(f) Litigation; Commercial Tort Claims Litigation Schedule 6.01(i) ERISA Schedule 6.01(l) Nature of Business Schedule 6.01(o) Real Property and Facilities Schedule 6.01(q) Franchise Matters Schedule 6.01(r) Environmental Matters Schedule 6.01(s) Insurance 6.01(r)Insurance Schedule 6.01(v) Bank Accounts Schedule 6.01(w6.01(u) Intellectual Property Schedule 6.01(x6.01(v) Material Contracts Schedule 6.01(dd) Name; Jurisdiction of Organization; Organizational ID Number; Chief Place of Business; Chief Executive Office; FEIN Schedule 6.01(ee) Collateral Locations Schedule 7.01(s) Post-Closing Obligations Schedule 7.02(a) Existing 7.02(a)Existing Liens Schedule 7.02(b) Existing 7.02(b)Existing Indebtedness Schedule 7.02(c) Capitalized Lease Obligations Schedule 7.02(e) Existing 7.02(e)Existing Investments Schedule 7.02(e)(xx) Franchisee Loan Parameters Schedule 7.02(j) Transactions with Affiliates Schedule 7.02(k) Limitations on Dividends and Other Payment Restrictions Schedule 8.01 Cash Management Banks/Cash Management Accounts Exhibit A Form of Joinder Agreement Exhibit B Form of Assignment and Acceptance Exhibit C Form of Notice of Borrowing Exhibit C Form DForm of SOFR LIBOR Notice Exhibit D Form of Assignment and Acceptance Exhibit E Form of Compliance Borrowing Base Certificate Exhibit F Form of Franchise Report Exhibit G Form of U.S. Tax Compliance Certificate #97100791v3 AMENDED AND RESTATED FINANCING AGREEMENT Amended and Restated Financing Agreement, dated as of April 19June 29, 2021, by and among Xponential Intermediate ALJ Regional Holdings, LLCInc., a Delaware limited liability company corporation (the “Parent”), Xponential Fitness LLCFaneuil, Inc., a Delaware limited liability company corporation (“XFFaneuil”), each Subsidiary Phoenix Color Corp., a Delaware corporation (as hereinafter defined) of Parent listed as a “Borrower” on the signature pages hereto (PCC”, and together with XF the Parent, Faneuil, and each other Person that executes a joinder agreement and becomes a “"Borrower” " hereunder, each a “Borrower” and collectively, the “Borrowers”), each other Subsidiary subsidiary of the 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 Trustand PNC Bank, National Association (“Wilmington TrustPNC”), as administrative agent and collateral agent for the Lenders (in such capacityrespective capacities, together with its successors and assignsassigns in such respective capacities, the “Administrative Agent”, the “Collateral Agent”) and Wilmington Trust, as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent” and together with the Collateral Agent, each an “Agent” and collectively, the “Agents”).

Schedule and Exhibits. Schedule 1.01(A) Lenders and Lenders’ Commitments Schedule 1.01(B) Earnouts Facilities Schedule 1.01(D) Specified Party Schedule 6.01(e) Capitalization; Subsidiaries Schedule 6.01(f) Litigation; Commercial Tort Claims Litigation Schedule 6.01(i) ERISA Schedule 6.01(l) Nature of Business Schedule 6.01(o) Real Property and Facilities Schedule 6.01(q) Franchise Environmental Matters Schedule 6.01(r) Environmental Matters Schedule 6.01(s) Insurance Schedule 6.01(v) Bank Accounts Schedule 6.01(w6.01(u) Intellectual Property Schedule 6.01(x6.01(v) Material Contracts Schedule 6.01(dd) Name; Jurisdiction of Organization; Organizational ID Number; Chief Place of Business; Chief Executive Office; FEIN Schedule 6.01(ee) Collateral Locations Schedule 7.01(s) Post-Closing Obligations Schedule 7.02(a) Existing Liens Schedule 7.02(b) Existing Indebtedness Schedule 7.02(c) Capitalized Lease Obligations Schedule 7.02(e) Existing Investments Schedule 7.02(e)(xx) Franchisee Loan Parameters Schedule 7.02(j) Transactions with Affiliates Schedule 7.02(k) Limitations on Dividends and Other Payment Restrictions Schedule 8.01 Cash Management Banks/Cash Management Accounts Exhibit A Form of Joinder Agreement Exhibit B Form of Assignment and Acceptance Exhibit C Form of Notice of Borrowing Exhibit C Form of SOFR Notice Exhibit D Form of Assignment and Acceptance LIBOR Notice Exhibit E Form of Compliance Borrowing Base Certificate Exhibit F Form of Franchise Report Exhibit G Form of U.S. Tax Compliance Certificate #97100791v3 AMENDED AND RESTATED FINANCING AGREEMENT Amended and Restated Financing Agreement, dated as of April 19June 29, 2021, by and among Xponential Intermediate ALJ Regional Holdings, LLCInc., a Delaware limited liability company corporation (the “"Parent”"), Xponential Fitness LLCFaneuil, Inc., a Delaware limited liability company corporation (“XF”"Faneuil"), each Subsidiary Phoenix Color Corp., a Delaware corporation (as hereinafter defined) of Parent listed as a “Borrower” on the signature pages hereto ("PCC", and together with XF the Parent, Faneuil, and each other Person that executes a joinder agreement and becomes a “"Borrower” " hereunder, each a “"Borrower” " and collectively, the “"Borrowers”"), each other Subsidiary subsidiary of the 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 Trustand PNC Bank, National Association (“Wilmington TrustPNC”), as administrative agent and collateral agent for the Lenders (in such capacityrespective capacities, together with its successors and assignsassigns in such respective capacities, the “Administrative Agent”, the “Collateral Agent”) and Wilmington Trust, as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent” and together with the Collateral Agent, each an “Agent” and collectively, the “Agents”).

Schedule and Exhibits. Schedule 1.01(A) Lenders’ Commitments Schedule 1.01(B) Earnouts Schedule 6.01(e) Capitalization; Subsidiaries Schedule 6.01(f) Litigation; Commercial Tort Claims Schedule 6.01(i) ERISA Schedule 6.01(l) Nature of Business Schedule 6.01(o) Real Property and Facilities Schedule 6.01(q) Franchise Matters Schedule 6.01(r) Environmental Matters Schedule 6.01(s) Insurance Schedule 6.01(v) Bank Accounts Schedule 6.01(w) Intellectual Property Schedule 6.01(x) Material Contracts Schedule 6.01(dd) Name; Jurisdiction of Organization; Organizational ID Number; Chief Place of Business; Chief Executive Office; FEIN Schedule 6.01(ee) Collateral Locations Schedule 7.01(s) Post-Closing Obligations Schedule 7.02(a) Existing Liens Schedule 7.02(b) Existing Indebtedness Schedule 7.02(c) Capitalized Lease Obligations Schedule 7.02(e) Existing Investments Schedule 7.02(e)(xx) Franchisee Loan Parameters Schedule 7.02(j) Transactions with Affiliates Schedule 7.02(k) Limitations on Dividends and Other Payment Restrictions Schedule 8.01 Cash Management Banks/Cash Management Accounts Exhibit A Form of Joinder Agreement Exhibit B Form of Notice of Borrowing Exhibit C Form of SOFR LIBOR Notice Exhibit D Form of Assignment and Acceptance Exhibit E Form of Compliance Certificate Exhibit F Form of Franchise Report Exhibit G Form of U.S. Tax Compliance Certificate #97100791v3 FINANCING AGREEMENT 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 agent for the Lenders (in such capacity, together with its successors and assigns, the “Collateral Agent”) and Wilmington Trust, as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent” and together with the Collateral Agent, each an “Agent” and collectively, the “Agents”).

Schedule and Exhibits. Schedule 1.01(A1.01(a) Lenders and Lenders’ ' Commitments Schedule 1.01(B1.01(b) Earnouts Transaction Documents Schedule 3.02 Leverage Ratio Schedule 6.01(e) Capitalization; Subsidiaries Schedule 6.01(f) Litigation; Commercial Tort Claims Schedule 6.01(i) ERISA Schedule 6.01(l) Nature of Business Schedule 6.01(o) Real Property and Facilities Schedule 6.01(q) Franchise Matters Operating Lease Obligations Schedule 6.01(r) Environmental Matters Schedule 6.01(s) Insurance Schedule 6.01(v6.01(u) Bank Accounts Schedule 6.01(w6.01(v) Intellectual Property Schedule 6.01(x6.01(w) Material Contracts Schedule 6.01(dd6.01(aa) Name; Jurisdiction of Organization; Organizational ID Number; Chief Place of Business; Chief Executive Office; FEIN Schedule 6.01(dd) Credit Card Agreements Schedule 6.01(ee) Location of Collateral Locations Schedule 7.01(s) Post-Closing Obligations Schedule 7.02(a) Existing Liens Schedule 7.02(b) Existing Indebtedness Schedule 7.02(c) Capitalized Lease Obligations Schedule 7.02(e) Existing Investments Schedule 7.02(e)(xx) Franchisee Loan Parameters Schedule 7.02(j) Transactions with Affiliates Schedule 7.02(k) Limitations on Dividends and Other Payment Restrictions Affecting Subsidiaries Schedule 8.01 Cash Management Banks/Cash Management Accounts Exhibit A Form of Joinder Agreement Exhibit B Form of Notice of Borrowing Security Agreement Exhibit C Form of SOFR Notice of Borrowing Exhibit D Form of Assignment and Acceptance Exhibit E Form of Compliance Certificate Exhibit F Form of Franchise Report Exhibit G Form of U.S. Tax Compliance Certificate #97100791v3 Landlord Waiver FINANCING AGREEMENT Financing Agreement, dated as of April 19December 31, 20212012, by and among Xponential Intermediate HoldingsChristals Acquisition, LLC, a Delaware limited liability company (the “"Parent”"), Xponential Fitness Peekay Acquisition, LLC, a Delaware limited liability company (“XF”"Peekay Acquisition), each Subsidiary (as hereinafter defined) the subsidiaries of Parent Peekay Acquisition listed as a “Borrower” Borrowers on the signature pages hereto (together with XF and each other Person that executes a joinder agreement and becomes a “Borrower” hereunderPeekay Acquisition, each a “"Borrower” " and collectively, the “"Borrowers”"), each other Subsidiary subsidiary of the Parent listed as a “"Guarantor” " on the signature pages hereto (together with the 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 (as such, each a “"Lender” " and collectively, the “"Lenders”"), Wilmington Trust, National Association (“Wilmington Trust”)Cortland Capital Market Services LLC, as collateral agent for the Lenders (in such capacity, together with its successors and permitted assigns, the “"Collateral Agent”) "), and Wilmington Trust, as administrative agent for the Lenders (in such capacity, together with its successors and permitted assigns, the “"Administrative Agent” "), and CB Agency Services, LLC, as origination agent for the Lenders (in such capacity, together with its successors and permitted assigns, the "Origination Agent" and together with the Collateral Agent and the Administrative Agent, each an “"Agent” " and collectively, the “"Agents”").

Schedule and Exhibits. Schedule 1.01(A) Lenders and Lenders’ Commitments Schedule 1.01(B) Earnouts Schedule 6.01(e) Capitalization; Subsidiaries Schedule 6.01(f) Litigation; Commercial Tort Claims Schedule 6.01(i6.01(j) ERISA Taxes Schedule 6.01(l6.01(1) Nature of Business Schedule 6.01(o) Real Property and Facilities Schedule 6.01(q) Franchise Matters Schedule 6.01(r) Environmental Matters Schedule 6.01(s) Insurance Schedule 6.01(v) Bank Accounts Schedule 6.01(w6.01(u) Intellectual Property Schedule 6.01(x) Material Contracts Schedule 6.01(dd) Name; Jurisdiction of Organization; Organizational ID Number; Chief Place of Business; Chief Executive Office; FEIN Schedule 6.01(ee) Collateral Locations Schedule 7.01(s) Post-Closing Obligations Schedule 7.02(a) Existing Liens Schedule 7.02(b) Existing Indebtedness Schedule 7.02(c) Capitalized Lease Obligations Schedule 7.02(e) Existing Investments Schedule 7.02(e)(xx) Franchisee Loan Parameters Schedule 7.02(j7.02(h) Transactions with Affiliates Schedule 7.02(k7.02(i) Limitations on Dividends and Other Payment Restrictions Schedule 8.01 Cash Management Banks/Cash Management Accounts 7.02(n) Contingent Obligations Exhibit A Form of Joinder Agreement Assignment and Acceptance Exhibit B Form of Borrowing Base Certificate Exhibit C Form of Compliance Certificate Exhibit D Form of Excess Cash Flow Certificate Exhibit E Form of Guarantor Joinder Exhibit F Form of Notice of Borrowing Exhibit C Form of SOFR Notice Exhibit D Form of Assignment and Acceptance Exhibit E Form of Compliance Certificate Exhibit F Form of Franchise Report Exhibit G Form of U.S. Tax Compliance Certificate #97100791v3 Notice of Conversion/Continuation Exhibit H List of Closing Documents EXHIBIT A TO FINANCING AGREEMENT FORM OF ASSIGNMENT AND ACCEPTANCE Dated , 20 Reference is made to that certain Financing Agreement, dated as of April 19October 1, 20212006 (as the same may be amended, restated, supplemented or otherwise modified from time to time, 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 hereinafter defined) of Parent listed as a “Borrower” on the signature pages hereto (together with XF Body Central Acquisition Corp. and each other Person that executes a joinder agreement and who becomes a “Borrower” hereunder, borrower thereunder (each a “Borrower” and collectively, the collectively “Borrowers”), each other Subsidiary of Parent listed the Guarantors party thereto, Dymas Funding Company, LLC, as Administrative Agent, and the Lenders. Capitalized terms used herein without definition shall have the respective meanings ascribed to such terms in the Financing Agreement. , solely in its capacity as a “Guarantor” on Lender under the signature pages hereto Financing Agreement (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 “GuarantorsAssignor”), the lenders from time to time party hereto and , a(n) (each a “Lender” and collectively, the “Lenders”), Wilmington Trust, National Association (“Wilmington Trust”), as collateral agent for the Lenders (in such capacity, together with its successors and assigns, the “Collateral AgentAssignee”) and Wilmington Trust, agree as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent” and together with the Collateral Agent, each an “Agent” and collectively, the “Agents”).follows: