Xponential Fitness, Inc. 10-Q

Item 5. Other Information. None. 72 Item 6. Exhibits. Exhibit Number Description 2 Contribution Agreement dated as of March 24, 2021 by and among Rumble Holdings LLC, Rumble Parent LLC and Rumble Fitness LLC and H&W Franchise Holdings, LLC (incorporated herein by reference to Exhibit 2 to the Registrant’s Registration Statement on Form S-1 filed with the SEC on June 25, 2021). 3.1 Amended and Restated Certificate of Incorporation, as currently in effect (incorporated herein by reference to Exhibit 3.2 to Amendment No. 3 to the Registrant’s Registration Statement on Form S-1 filed with the SEC on July 22, 2021). 3.2 Amended and Restated Bylaws, as currently in effect (incorporated herein by reference to Exhibit 3.4 to Amendment No. 2 to the Registrant’s Registration Statement on Form S-1 filed with the SEC on July 16, 2021). 3.3 Certificate of Designations of 6.50% Series A Convertible Preferred Stock (incorporated herein by reference to Exhibit 3.5 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 filed with the SEC on June 29, 2021). 3.4 Certificate of Designations of 6.50% Series A-1 Convertible Preferred Stock (incorporated herein by reference to Exhibit 3.6 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 filed with the SEC on June 29, 2021). 10.8 Financing Agreement dated as of April 19, 2021 by and among Xponential Intermediate Holdings, LLC, as Parent, Xponential Fitness, LLC and each other subsidiary of Parent listed, as Borrowers, Parent and each other subsidiary of Parent listed as a Guarantor, as Guarantors, the lenders party thereto, as Lenders, and Wilmington Trust, National Association, as Collateral Agent and Administrative Agent (incorporated herein by reference to Exhibit 10.8 to the Registrant’s Registration Statement on Form S-1 filed with the SEC on June 25, 2021). 10.12 Form of Second Amended and Restated Limited Liability Company Operating Agreement of Xponential Intermediate Holdings, LLC (incorporated herein by reference to Exhibit 10.12 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 filed with the SEC on June 29, 2021). 10.13 Form of Tax Receivable Agreement with the Continuing Pre-IPO LLC Members and the Rumble Shareholder (incorporated herein by reference to Exhibit 10.13 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 filed with the SEC on June 29, 2021). 10.14 Form of Reorganization Agreement (incorporated herein by reference to Exhibit 10.14 to Amendment No. 2 to the Registrant’s Registration Statement on Form S-1 filed with the SEC on July 16, 2021). 10.15 Form of Registration Rights Agreement (incorporated herein by reference to Exhibit 10.15 to the Registrant’s Registration Statement on Form S-1 filed with the SEC on June 25, 2021). 10.16 Xponential Fitness, Inc. Omnibus Incentive Plan (incorporated herein by reference to Exhibit 99.1 to the Registrant’s Registration Statement on Form S-8 filed with the SEC on July 26, 2021). 10.17 Xponential Fitness, Inc. Employee Stock Purchase Plan (incorporated herein by reference to Exhibit 99.2 to the Registrant’s Registration Statement on Form S-8 filed with the SEC on July 26, 2021). 10.18 Employment Agreement with Anthony Geisler dated as of June 17, 2021 (incorporated herein by reference to Exhibit 10.18 to Amendment No. 2 to the Registrant’s Registration Statement on Form S-1 filed with the SEC on July 16, 2021). 10.19 Employment Agreement with John Meloun dated as of June 17, 2021 (incorporated herein by reference to Exhibit 10.19 to the Registrant’s Registration Statement on Form S-1 filed with the SEC on June 25, 2021). 10.20 Employment Agreement with Megan Moen dated as of June 17, 2021 (incorporated herein by reference to Exhibit 10.20 to the Registrant’s Registration Statement on Form S-1 filed with the SEC on June 25, 2021). 10.21 Employment Agreement with Ryan Junk dated as of June 17, 2021(incorporated herein by reference to Exhibit 10.21 to the Registrant’s Registration Statement on Form S-1 filed with the SEC on June 25, 2021). 10.22 Employment Agreement with Sarah Luna dated as of June 17, 2021 (incorporated herein by reference to Exhibit 10.22 to the Registrant’s Registration Statement on Form S-1 filed with the SEC on June 25, 2021). 10.26 Form of Director and Executive Officer Indemnification Agreement (incorporated herein by reference to Exhibit 10.26 to the Registrant’s Registration Statement on Form S-1 filed with the SEC on June 25, 2021). 73 10.27 Securities Purchase Agreement, by and among the Purchasers listed on Exhibit A and H&W Franchise Holdings, LLC, dated as of June 25, 2021 (incorporated herein by reference to Exhibit 10.27 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 filed with the SEC on June 29, 2021). 31.1* Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1* Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2* Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed herewith. 74 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Xponential Fitness, Inc. (Registrant) Date: August 25, 2021 By: /s/ John Meloun John Meloun Chief Financial Officer 75