SECOND AMENDMENT TO FINANCING AGREEMENTFinancing Agreement • June 25th, 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
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”).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration 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”).
Employment AgreementEmployment Agreement • June 25th, 2021 • Xponential Fitness, Inc. • Services-miscellaneous amusement & recreation • California
This Employment Agreement (this “Agreement”) is dated as of June 17, 2021, and is made by and between Xponential Fitness, LLC, a Delaware limited liability company (the “Company”), and Sarah Luna (“Executive”).
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”).
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 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).
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).
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”).
