TAX RECEIVABLE AGREEMENT among XPONENTIAL FITNESS, INC., XPONENTIAL INTERMEDIATE HOLDINGS, LLC, and THE PERSONS NAMED HEREIN Dated as of [ ], 2021Tax Receivable Agreement • June 29th, 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”).
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.
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”).
