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) [•] Shares of Class A Common Stock FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • July 16th, 2021 • 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”).
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.
