EX-99.3 6 d948881dex993.htm EX-99.3 EX-99.3

Exhibit 99.3 1Exhibit 99.3 1


This Presentation (together with oral statements made in connection herewith, this “Presentation”) contains selected confidential information about Crescent Acquisition Corp (“CAC”) and F45 Training Holdings Inc. (“F45”). You agree that, by participating in this Presentation, you expressly agree to keep confidential all otherwise non-public information disclosed by us, whether orally or in writing, during this Presentation or in these Presentation materials. You also agree not to distribute, disclose or use such information for any purpose, other than for the purpose of your firm’s participation in this Presentation and to return to F45 and CAC, delete or destroy this Presentation upon request. You are also being advised that the United States securities laws restrict persons with material non-public information about a company obtained directly or indirectly from that company from purchasing or selling securities of such company, or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities on the basis of such information. NEITHER THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS PRESENTATION IS TRUTHFUL OR COMPLETE. This Presentation contains financial forecasts with respect to F45’s projected Revenues, EBITDA, Adjusted EBITDA and Net Income. Neither CAC’s nor F45’s independent auditors audited, reviewed, compiled, or performed any procedures with respect to the projections for the purpose of their inclusion in this Presentation and accordingly, neither of them expressed an opinion or provided any other form of assurance with respect thereto for the purpose of this Presentation. These projections should not be relied upon as being necessarily indicative of future results. The assumptions and estimates underlying the prospective financial information are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information. Accordingly, there can be no assurance that the prospective results are indicative of the future performance of CAC, F45 or the combined company after completion of the contemplated business combination, or that actual results will not differ materially from those presented in the prospective financial information. Inclusion of the prospective financial information in this Presentation should not be regarded as a representation by any person that the results contained in the prospective financial information will be achieved. Neither F45, CAC, nor any of their respective affiliates have any obligation to update this Presentation. Although all information and opinions expressed in this Presentation were obtained from sources believed to be reliable and in good faith, no representation or warranty, express or implied, is made as to its accuracy or completeness. This Presentation contains preliminary information only, is subject to change at any time and is not, and should not be assumed to be, complete or to constitute all the information necessary to adequately make an informed decision regarding your engagement with F45 and CAC. Forward-looking Statements and Industry, Market and Other Data This Presentation contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements may relate to the business combination and any other statements relating to future results, strategy and plans of CAC and F45 (including certain projections and business trends, and statements which may be identified by the use of the words “plans”, “expects” or “does not expect”, “estimated”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might”, “projects”, “will” or “will be taken”, “occur” or “be achieved”). Forward-looking statements are based on the opinions and estimates of management of CAC or F45, as the case may be, as of the date such statements are made, and they are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, the occurrence of any event, change or other circumstances that could give rise to a delay in or the failure to close the business combination, the amount of redemptions, the ability to retain key personnel and the ability to achieve stockholder and regulatory approvals, industry trends, legislation or regulatory requirements and developments in the global economy as well as the public health crisis related to the coronavirus (COVID-19) pandemic and resulting significant negative effects to the global economy, disrupted global supply chains and significant volatility and disruption of financial markets, increased operating costs, decreased ability to operate gyms and the impact of government shutdowns. Additional information on these and other factors that may cause actual results and CAC’s performance to differ materially is included in CAC’s periodic reports filed with the Securities and Exchange Commission (the “SEC”), including but not limited to CAC’s annual report on Form 10-K for the year ended December 31, 2019 and subsequent quarterly reports on Form 10-Q. Copies of CAC’s filings with the SEC are available publicly on the SEC’s website at www.sec.gov or may be obtained by contacting CAC. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. These forward-looking statements are made only as of the date hereof, and CAC undertakes no obligations to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. This Presentation also contains estimates, projections and other information concerning our industry, our business, our franchises and the markets for our products and services. Some data and statistical information are based on independent reports from third parties and reports that we commissioned from third parties. Some data and other information related to our franchisees are based on internal estimates and calculations that are derived from research we conducted, including surveys of our franchisees in July 2019 and April 2020. In generating the data, estimates and calculations derived from the information provided by these respondents, we 2 excluded certain responses that were incomplete or that we determined to be significant outliers. Data and other information resulting from this survey are based on responses provided by a limited respondent pool and that have not been independently verified by us or any independent sources. You are cautioned not to give undue weight to any such estimates, projections and other information.This Presentation (together with oral statements made in connection herewith, this “Presentation”) contains selected confidential information about Crescent Acquisition Corp (“CAC”) and F45 Training Holdings Inc. (“F45”). You agree that, by participating in this Presentation, you expressly agree to keep confidential all otherwise non-public information disclosed by us, whether orally or in writing, during this Presentation or in these Presentation materials. You also agree not to distribute, disclose or use such information for any purpose, other than for the purpose of your firm’s participation in this Presentation and to return to F45 and CAC, delete or destroy this Presentation upon request. You are also being advised that the United States securities laws restrict persons with material non-public information about a company obtained directly or indirectly from that company from purchasing or selling securities of such company, or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities on the basis of such information. NEITHER THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS PRESENTATION IS TRUTHFUL OR COMPLETE. This Presentation contains financial forecasts with respect to F45’s projected Revenues, EBITDA, Adjusted EBITDA and Net Income. Neither CAC’s nor F45’s independent auditors audited, reviewed, compiled, or performed any procedures with respect to the projections for the purpose of their inclusion in this Presentation and accordingly, neither of them expressed an opinion or provided any other form of assurance with respect thereto for the purpose of this Presentation. These projections should not be relied upon as being necessarily indicative of future results. The assumptions and estimates underlying the prospective financial information are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information. Accordingly, there can be no assurance that the prospective results are indicative of the future performance of CAC, F45 or the combined company after completion of the contemplated business combination, or that actual results will not differ materially from those presented in the prospective financial information. Inclusion of the prospective financial information in this Presentation should not be regarded as a representation by any person that the results contained in the prospective financial information will be achieved. Neither F45, CAC, nor any of their respective affiliates have any obligation to update this Presentation. Although all information and opinions expressed in this Presentation were obtained from sources believed to be reliable and in good faith, no representation or warranty, express or implied, is made as to its accuracy or completeness. This Presentation contains preliminary information only, is subject to change at any time and is not, and should not be assumed to be, complete or to constitute all the information necessary to adequately make an informed decision regarding your engagement with F45 and CAC. Forward-looking Statements and Industry, Market and Other Data This Presentation contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements may relate to the business combination and any other statements relating to future results, strategy and plans of CAC and F45 (including certain projections and business trends, and statements which may be identified by the use of the words “plans”, “expects” or “does not expect”, “estimated”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might”, “projects”, “will” or “will be taken”, “occur” or “be achieved”). Forward-looking statements are based on the opinions and estimates of management of CAC or F45, as the case may be, as of the date such statements are made, and they are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, the occurrence of any event, change or other circumstances that could give rise to a delay in or the failure to close the business combination, the amount of redemptions, the ability to retain key personnel and the ability to achieve stockholder and regulatory approvals, industry trends, legislation or regulatory requirements and developments in the global economy as well as the public health crisis related to the coronavirus (COVID-19) pandemic and resulting significant negative effects to the global economy, disrupted global supply chains and significant volatility and disruption of financial markets, increased operating costs, decreased ability to operate gyms and the impact of government shutdowns. Additional information on these and other factors that may cause actual results and CAC’s performance to differ materially is included in CAC’s periodic reports filed with the Securities and Exchange Commission (the “SEC”), including but not limited to CAC’s annual report on Form 10-K for the year ended December 31, 2019 and subsequent quarterly reports on Form 10-Q. Copies of CAC’s filings with the SEC are available publicly on the SEC’s website at www.sec.gov or may be obtained by contacting CAC. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. These forward-looking statements are made only as of the date hereof, and CAC undertakes no obligations to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. This Presentation also contains estimates, projections and other information concerning our industry, our business, our franchises and the markets for our products and services. Some data and statistical information are based on independent reports from third parties and reports that we commissioned from third parties. Some data and other information related to our franchisees are based on internal estimates and calculations that are derived from research we conducted, including surveys of our franchisees in July 2019 and April 2020. In generating the data, estimates and calculations derived from the information provided by these respondents, we 2 excluded certain responses that were incomplete or that we determined to be significant outliers. Data and other information resulting from this survey are based on responses provided by a limited respondent pool and that have not been independently verified by us or any independent sources. You are cautioned not to give undue weight to any such estimates, projections and other information.


This Presentation presents Adjusted EBITDA and Adjusted EBITDA margin, which are measurements that are not calculated in accordance with US general accepted accounting principles (“GAAP”). Management believes that Adjusted EBITDA and Adjusted EBITDA margin are useful to investors as they eliminate certain items identified as affecting the period-over-period comparability of our operating results. Adjusted EBITDA, and Adjusted EBITDA margin eliminate non-cash depreciation and amortization expense that results from our capital investments and intangible assets, as well as income taxes, which may not be comparable with other companies based on our tax structure. Adjusted EBITDA, and Adjusted EBITDA margin should be considered in addition to, and not as a substitute for, net income in accordance with GAAP as a measure of performance. Other companies may define Adjusted EBITDA, and Adjusted EBITDA margin differently, and as a result the Company’s measures of Adjusted EBITDA, and Adjusted EBITDA margin may not be directly comparable to those of other companies. A reconciliation of non-GAAP financial measures used in this Presentation to their nearest comparable GAAP financial measures is included at the end of this Presentation. “Average Unit Volume,” or AUV, means aggregate studio-level revenue generated by open studios divided by the average number of open studios during a specific period. Due to the relatively young age of our studio base, we believe it is appropriate to assess AUV on a cohort-level basis. We define a cohort as a group of studios that opened during the same year and have been opened for at least 12 months. We believe AUV to be a useful measure because it allows us to assess changes in studio traffic and general levels of demand across our global network of studios. “Cash-on-cash returns” means studio-level EBITDA over initial investment. “Franchises sold” represents, as of any specified date, the total number of signed franchise agreements in place as of such date that have not been terminated. Each new franchise is included in the number of franchises sold from the date on which we enter into a signed franchise agreement related to each such new franchise and receive establishment fee. Franchises sold includes franchise arrangements in all stages of development after signing a franchise agreement, and includes franchises with open studios. Franchises are removed from franchises sold upon termination of the franchise agreement. “Open studios” means, as of any specified date, the total number of studios that we have determined to be open as of such date. We classify a studio as open as of the month in which the studio first generates monthly revenue of at least $4,500. CAC and F45 own or have rights to various trademarks, service marks and trade names that they use in connection with the operation of their respective businesses. This Presentation also contains trademarks, service marks and trade names of third parties, which are the property of their respective owners. The use or display of third parties’ trademarks, service marks, trade names or products in this Presentation is not intended to, and does not imply, a relationship with CAC or F45, or an endorsement or sponsorship by or of CAC or F45. Solely for convenience, the trademarks, service marks and trade names referred to in this Presentation may appear without the ®, TM or SM symbols, but such references are not intended to indicate, in any way, that CAC or F45 will not assert, to the fullest extent under applicable law, their rights or the right of the applicable licensor to these trademarks, service marks and trade names. Nothing herein should be construed as legal, financial, tax or other advice. You should consult your own advisers concerning any legal, financial, tax or other considerations concerning the opportunity described herein. The general explanations included in this Presentation cannot address, and are not intended to address, your specific investment objectives, financial situations or financial needs. This Presentation relates to the business combination between F45 and CAC and may be deemed to be solicitation material in respect of the business combination. The business combination will be submitted to the stockholders of CAC and F45 for their approval. In connection with CAC’s stockholder vote on the business combination, CAC will file a proxy statement on Schedule 14A with the SEC. This Presentation is not a substitute for the proxy statement that CAC will file with the SEC or any other documents that CAC may file with the SEC or send to its stockholders in connection with the business combination. When completed, CAC will mail a definitive proxy statement to its stockholders in connection with CAC’s solicitation of proxies for the special meeting of CAC’s stockholders to be held to approve the business combination. This presentation does not contain all the information that should be considered concerning the business combination, including relevant risk factors that may be included in the proxy statement. It is not intended to provide the basis for any investment decision or any other decision in respect to the business combination. CAC’s stockholders and other interested persons are urged to read, when available, CAC’s preliminary proxy statement, the definitive proxy statement and any other relevant documents that are filed or furnished or will be filed or will be furnished with the SEC, as well as any amendments or supplements to these documents, carefully and in their entirety before making any voting or investment decision with respect to the business combination, as these materials will contain important information about CAC, related matters and the parties to CAC. A copy of the definitive proxy statement will be sent when available to all stockholders of record of CAC seeking the required stockholder approvals. Investors and stockholders can obtain free copies of the preliminary proxy statement once it is available and other documents filed with the SEC by CAC through the web site maintained by the SEC at www.sec.gov. In addition, investors and stockholders can obtain free copies of the preliminary proxy statement once it is available from CAC by accessing CAC’s website at https://www.crescentspac.com. This Presentation is for informational purposes only and is neither an offer to sell or purchase, nor the solicitation of an offer to buy or sell any securities, nor is it a solicitation of any vote, consent, or approval in any jurisdiction pursuant to or in connection with the business combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. CAC and F45, and their respective directors and executive officers, may be deemed participants in the solicitation of proxies of CAC’s stockholders in respect of the business combination. Information about the directors and executive officers of CAC is set forth in CAC’s Form 10-K for the year ended December 31, 2019. Information about the directors and executive officers of F45 and more detailed information regarding the identity of all potential participants, and their direct and indirect interests, by security holdings or otherwise, will be set forth in CAC’s proxy statement, when available. Investors may obtain additional information about the interests 3 of such participants by reading such proxy statement when it becomes available.This Presentation presents Adjusted EBITDA and Adjusted EBITDA margin, which are measurements that are not calculated in accordance with US general accepted accounting principles (“GAAP”). Management believes that Adjusted EBITDA and Adjusted EBITDA margin are useful to investors as they eliminate certain items identified as affecting the period-over-period comparability of our operating results. Adjusted EBITDA, and Adjusted EBITDA margin eliminate non-cash depreciation and amortization expense that results from our capital investments and intangible assets, as well as income taxes, which may not be comparable with other companies based on our tax structure. Adjusted EBITDA, and Adjusted EBITDA margin should be considered in addition to, and not as a substitute for, net income in accordance with GAAP as a measure of performance. Other companies may define Adjusted EBITDA, and Adjusted EBITDA margin differently, and as a result the Company’s measures of Adjusted EBITDA, and Adjusted EBITDA margin may not be directly comparable to those of other companies. A reconciliation of non-GAAP financial measures used in this Presentation to their nearest comparable GAAP financial measures is included at the end of this Presentation. “Average Unit Volume,” or AUV, means aggregate studio-level revenue generated by open studios divided by the average number of open studios during a specific period. Due to the relatively young age of our studio base, we believe it is appropriate to assess AUV on a cohort-level basis. We define a cohort as a group of studios that opened during the same year and have been opened for at least 12 months. We believe AUV to be a useful measure because it allows us to assess changes in studio traffic and general levels of demand across our global network of studios. “Cash-on-cash returns” means studio-level EBITDA over initial investment. “Franchises sold” represents, as of any specified date, the total number of signed franchise agreements in place as of such date that have not been terminated. Each new franchise is included in the number of franchises sold from the date on which we enter into a signed franchise agreement related to each such new franchise and receive establishment fee. Franchises sold includes franchise arrangements in all stages of development after signing a franchise agreement, and includes franchises with open studios. Franchises are removed from franchises sold upon termination of the franchise agreement. “Open studios” means, as of any specified date, the total number of studios that we have determined to be open as of such date. We classify a studio as open as of the month in which the studio first generates monthly revenue of at least $4,500. CAC and F45 own or have rights to various trademarks, service marks and trade names that they use in connection with the operation of their respective businesses. This Presentation also contains trademarks, service marks and trade names of third parties, which are the property of their respective owners. The use or display of third parties’ trademarks, service marks, trade names or products in this Presentation is not intended to, and does not imply, a relationship with CAC or F45, or an endorsement or sponsorship by or of CAC or F45. Solely for convenience, the trademarks, service marks and trade names referred to in this Presentation may appear without the ®, TM or SM symbols, but such references are not intended to indicate, in any way, that CAC or F45 will not assert, to the fullest extent under applicable law, their rights or the right of the applicable licensor to these trademarks, service marks and trade names. Nothing herein should be construed as legal, financial, tax or other advice. You should consult your own advisers concerning any legal, financial, tax or other considerations concerning the opportunity described herein. The general explanations included in this Presentation cannot address, and are not intended to address, your specific investment objectives, financial situations or financial needs. This Presentation relates to the business combination between F45 and CAC and may be deemed to be solicitation material in respect of the business combination. The business combination will be submitted to the stockholders of CAC and F45 for their approval. In connection with CAC’s stockholder vote on the business combination, CAC will file a proxy statement on Schedule 14A with the SEC. This Presentation is not a substitute for the proxy statement that CAC will file with the SEC or any other documents that CAC may file with the SEC or send to its stockholders in connection with the business combination. When completed, CAC will mail a definitive proxy statement to its stockholders in connection with CAC’s solicitation of proxies for the special meeting of CAC’s stockholders to be held to approve the business combination. This presentation does not contain all the information that should be considered concerning the business combination, including relevant risk factors that may be included in the proxy statement. It is not intended to provide the basis for any investment decision or any other decision in respect to the business combination. CAC’s stockholders and other interested persons are urged to read, when available, CAC’s preliminary proxy statement, the definitive proxy statement and any other relevant documents that are filed or furnished or will be filed or will be furnished with the SEC, as well as any amendments or supplements to these documents, carefully and in their entirety before making any voting or investment decision with respect to the business combination, as these materials will contain important information about CAC, related matters and the parties to CAC. A copy of the definitive proxy statement will be sent when available to all stockholders of record of CAC seeking the required stockholder approvals. Investors and stockholders can obtain free copies of the preliminary proxy statement once it is available and other documents filed with the SEC by CAC through the web site maintained by the SEC at www.sec.gov. In addition, investors and stockholders can obtain free copies of the preliminary proxy statement once it is available from CAC by accessing CAC’s website at https://www.crescentspac.com. This Presentation is for informational purposes only and is neither an offer to sell or purchase, nor the solicitation of an offer to buy or sell any securities, nor is it a solicitation of any vote, consent, or approval in any jurisdiction pursuant to or in connection with the business combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. CAC and F45, and their respective directors and executive officers, may be deemed participants in the solicitation of proxies of CAC’s stockholders in respect of the business combination. Information about the directors and executive officers of CAC is set forth in CAC’s Form 10-K for the year ended December 31, 2019. Information about the directors and executive officers of F45 and more detailed information regarding the identity of all potential participants, and their direct and indirect interests, by security holdings or otherwise, will be set forth in CAC’s proxy statement, when available. Investors may obtain additional information about the interests 3 of such participants by reading such proxy statement when it becomes available.


2 SUMMARY OVERVIEW PRO FORMA OWNERSHIP AT CLOSE • F45 Training to be acquired by Crescent Acquisition Corp, a publicly listed special SHARES OUTSTANDING purpose acquisition company with over $250mm in cash FPA • Led by Robert Beyer and Todd Purdy in partnership with Crescent Capital, an 6% SPAC Sponsor SPAC shareholders 25.0 alternative asset manager with approximately $28bn of institutional and retail 6% assets under management • Crescent Capital committing to provide incremental $50 million pursuant to SPAC sponsor 5.0 forward purchase agreement (“FPA”) F45 • Long-term track record of partnering with growth-oriented, market-leading 60% FPA 5.0 businesses to accelerate growth • Significant experience in multi-location consumer businesses F45 53.3 • Transaction enterprise value of $845 million SPAC 3 • Provides $55 million of incremental cash to F45’s balance sheet after paying down Shareholders revolving credit facility 28% Total 88.3 1 • Existing F45 shareholders to be paid up to $204 million cash consideration and issued approximately 53.3 million roll-over shares at close 2 CASH SOURCES & USES ($mm) PRO FORMA ENTERPRISE VALUATION AT CLOSE ($mm) SOURCES USES Crescent illustrative share price $10.00 1 SPAC cash in trust $254 Cash to seller $204 Pro forma shares outstanding 88.3 3 Pro forma equity value $883 FPA cash $50 Cash to balance $75 sheet / revolver Less: pro forma net cash $(38) Deal expenses $25 Pro forma enterprise value $845 Total sources $304 Total uses $304 2021E EV / EBITDA $71 11.9x 4 2 2021E P / E $52 16.9x 1 Note: Transaction assumes no redemption by SPAC shareholders. Up to $204mm to be provided in part to co-founder no longer working with the company, with 30% of cash going to other 2 shareholders. 10 million earnout shares granted to seller, vesting ratably at $12.50 and $15.00. SPAC sponsor to convert 1.25 million founder shares into earnout shares, vesting ratably at $12.50 and $15.00. Reflects ownership at close; does not reflect non-vested earnout, employee option pool and warrants. 2 SUMMARY OVERVIEW PRO FORMA OWNERSHIP AT CLOSE • F45 Training to be acquired by Crescent Acquisition Corp, a publicly listed special SHARES OUTSTANDING purpose acquisition company with over $250mm in cash FPA • Led by Robert Beyer and Todd Purdy in partnership with Crescent Capital, an 6% SPAC Sponsor SPAC shareholders 25.0 alternative asset manager with approximately $28bn of institutional and retail 6% assets under management • Crescent Capital committing to provide incremental $50 million pursuant to SPAC sponsor 5.0 forward purchase agreement (“FPA”) F45 • Long-term track record of partnering with growth-oriented, market-leading 60% FPA 5.0 businesses to accelerate growth • Significant experience in multi-location consumer businesses F45 53.3 • Transaction enterprise value of $845 million SPAC 3 • Provides $55 million of incremental cash to F45’s balance sheet after paying down Shareholders revolving credit facility 28% Total 88.3 1 • Existing F45 shareholders to be paid up to $204 million cash consideration and issued approximately 53.3 million roll-over shares at close 2 CASH SOURCES & USES ($mm) PRO FORMA ENTERPRISE VALUATION AT CLOSE ($mm) SOURCES USES Crescent illustrative share price $10.00 1 SPAC cash in trust $254 Cash to seller $204 Pro forma shares outstanding 88.3 3 Pro forma equity value $883 FPA cash $50 Cash to balance $75 sheet / revolver Less: pro forma net cash $(38) Deal expenses $25 Pro forma enterprise value $845 Total sources $304 Total uses $304 2021E EV / EBITDA $71 11.9x 4 2 2021E P / E $52 16.9x 1 Note: Transaction assumes no redemption by SPAC shareholders. Up to $204mm to be provided in part to co-founder no longer working with the company, with 30% of cash going to other 2 shareholders. 10 million earnout shares granted to seller, vesting ratably at $12.50 and $15.00. SPAC sponsor to convert 1.25 million founder shares into earnout shares, vesting ratably at $12.50 and $15.00. Reflects ownership at close; does not reflect non-vested earnout, employee option pool and warrants.


F45 Team Crescent Team ROBERT BEYER Executive Chairman ADAM GILCHRIST CHRIS PAYNE Co-Founder & CEO Chief Financial Officer TODD PURDY Chief Executive Officer 5 HEATHER CHRISTIE Chief Operating OfficerF45 Team Crescent Team ROBERT BEYER Executive Chairman ADAM GILCHRIST CHRIS PAYNE Co-Founder & CEO Chief Financial Officer TODD PURDY Chief Executive Officer 5 HEATHER CHRISTIE Chief Operating Officer


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OUR VISION AND MISSION: WE STRIVE TO OFFER THE WORLD’S BEST WORKOUT F45 is focused on creating a leading global fitness training and lifestyle brand offering consumers functional 45- minute workouts that are effective, fun and community- driven by leveraging a technology-enabled platform 77OUR VISION AND MISSION: WE STRIVE TO OFFER THE WORLD’S BEST WORKOUT F45 is focused on creating a leading global fitness training and lifestyle brand offering consumers functional 45- minute workouts that are effective, fun and community- driven by leveraging a technology-enabled platform 77


2013 1,993 $93MM 1,240 53 33% 1% 60% 2-3x 1 YEAR FRANCHISES STUDIOS 2019 TOTAL 2019 YOY 2019 ADJ. AVG. CHURN AVERAGE COUNTRIES 2 FOUNDED SOLD OPEN REVENUE REVENUE EBITDA (JAN. 2018 – VISITS / WEEK GROWTH MARGIN DEC. 2019) Despite More than 1,900 Franchises Sold, This is Just the Beginning… 650+ Australia 559 Canada 185 800+ USA 827 7,000+ Rest of World 422 15,300+ 3 4 Franchises Sold Total Franchise Potential Franchises Sold Total Franchise Potential 8 1 2 Source: Company internal data. Represents countries with franchises sold. Weekly visit estimates refer to average weekly visits for active members, defined as members who have been a paid 3 member for at least 3 consecutive months and have visited an F45 studio at least once in the previous 90 days. Figures as of 31-Mar-2020. Franchises sold represented on country level, not entity. 4 Franchise potential for each region based on current Australia studios per capita. 2013 1,993 $93MM 1,240 53 33% 1% 60% 2-3x 1 YEAR FRANCHISES STUDIOS 2019 TOTAL 2019 YOY 2019 ADJ. AVG. CHURN AVERAGE COUNTRIES 2 FOUNDED SOLD OPEN REVENUE REVENUE EBITDA (JAN. 2018 – VISITS / WEEK GROWTH MARGIN DEC. 2019) Despite More than 1,900 Franchises Sold, This is Just the Beginning… 650+ Australia 559 Canada 185 800+ USA 827 7,000+ Rest of World 422 15,300+ 3 4 Franchises Sold Total Franchise Potential Franchises Sold Total Franchise Potential 8 1 2 Source: Company internal data. Represents countries with franchises sold. Weekly visit estimates refer to average weekly visits for active members, defined as members who have been a paid 3 member for at least 3 consecutive months and have visited an F45 studio at least once in the previous 90 days. Figures as of 31-Mar-2020. Franchises sold represented on country level, not entity. 4 Franchise potential for each region based on current Australia studios per capita.


OUR THREE Our Studios, Workouts, Trainers and Communities are Guided by the Principles Encompassed in Our Three Pillars 99OUR THREE Our Studios, Workouts, Trainers and Communities are Guided by the Principles Encompassed in Our Three Pillars 99


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INNOVATIVE & Discounted Private Training F45’s technology–enabled platform drives quality & consistency within each studio Centralized Media & Technology Platform Seamless Content Delivery Consistent Experience Worldwide Promotes connectivity and efficient workouts 11 11INNOVATIVE & Discounted Private Training F45’s technology–enabled platform drives quality & consistency within each studio Centralized Media & Technology Platform Seamless Content Delivery Consistent Experience Worldwide Promotes connectivity and efficient workouts 11 11


HIGHLY SCALABLE EQUIPMENT: Standardized Franchisee “World Pack” SETUP & BUILD OUT: Simple Studio Design OPERATIONS: Standardized and Centrally Managed Fitness Programming Delivery Platform F45 has created a centralized platform to promote successful opening and ongoing purchases of franchises at a relatively low cost 12 12HIGHLY SCALABLE EQUIPMENT: Standardized Franchisee “World Pack” SETUP & BUILD OUT: Simple Studio Design OPERATIONS: Standardized and Centrally Managed Fitness Programming Delivery Platform F45 has created a centralized platform to promote successful opening and ongoing purchases of franchises at a relatively low cost 12 12


OUR WORKOUT ILLUSTRATIVE EXERCISES IN DATABASE Database • Our extensive and growing database of ~2,900 unique movements based on specific criteria • Criteria include movement and exercise type, muscle groups, type of equipment, exercise frequency (to avoid repeating exercises), number of stations and sequencing Plate Battle Rope Ab Crunch Ladder & Twist Scissors Squat Hold • Adaptability of workout to capitalize on latest fitness trends (e.g., boxing) Programing Algorithm • Exercises are selected based on each branded workout’s key characteristics (movement and exercise type, target muscle group, equipment type, etc.) Jump Squats Barbell Dumbbell Balance Trainer Bench Fly Upright Row Push Up • Algorithm removes exercises completed too recently to avoid repetition and minimize injury risk Workout Testing • Head trainers and our Athletics Department vet workouts to improve quality, avoid duplications of muscle groups or movements, and aid in efficient transitions Seated Dumbbell Sled Push Wall Squat Shoulder Press • We finalize our 10-week programming three-weeks ahead of a Row system-wide release and beta test the new programs across 13 several test studios to improve quality and ease of use by trainers and members OUR WORKOUT ILLUSTRATIVE EXERCISES IN DATABASE Database • Our extensive and growing database of ~2,900 unique movements based on specific criteria • Criteria include movement and exercise type, muscle groups, type of equipment, exercise frequency (to avoid repeating exercises), number of stations and sequencing Plate Battle Rope Ab Crunch Ladder & Twist Scissors Squat Hold • Adaptability of workout to capitalize on latest fitness trends (e.g., boxing) Programing Algorithm • Exercises are selected based on each branded workout’s key characteristics (movement and exercise type, target muscle group, equipment type, etc.) Jump Squats Barbell Dumbbell Balance Trainer Bench Fly Upright Row Push Up • Algorithm removes exercises completed too recently to avoid repetition and minimize injury risk Workout Testing • Head trainers and our Athletics Department vet workouts to improve quality, avoid duplications of muscle groups or movements, and aid in efficient transitions Seated Dumbbell Sled Push Wall Squat Shoulder Press • We finalize our 10-week programming three-weeks ahead of a Row system-wide release and beta test the new programs across 13 several test studios to improve quality and ease of use by trainers and members


FRANCHISE MODEL VIRTUOUS CYCLE DRIVING OUR MODEL Strong Brand & Commercial Delivery Network Effect 5 Drives Further Performance • One of the fastest growing 4 fitness franchisors in the United States¹ Compelling Studio Level 6 • More than 40% of franchises Economics owned by multi-unit operators New Unit Growth 3 • No franchisee owns more than 2% of franchises sold • Nearly 25,000² estimated global franchise potential 2 1 Satisfied • ~1.0% average membership Franchisees 3 Results-Driven churn across global Customer network Experience 14 3 ¹ 847 US franchises sold as of March 31, 2020. ² Franchise potential for existing markets based on current Australia studios per capita. Studio-level churn is calculated as the number of discontinued memberships divided by the total active memberships per month for a particular studio. For the purposes of calculating churn, a membership is active once a member has made paid visits to at least one studio for three consecutive months; it becomes discontinued once a member has not made a paid visit for three consecutive months. Churn data calculated from October 2017 through December 2019.FRANCHISE MODEL VIRTUOUS CYCLE DRIVING OUR MODEL Strong Brand & Commercial Delivery Network Effect 5 Drives Further Performance • One of the fastest growing 4 fitness franchisors in the United States¹ Compelling Studio Level 6 • More than 40% of franchises Economics owned by multi-unit operators New Unit Growth 3 • No franchisee owns more than 2% of franchises sold • Nearly 25,000² estimated global franchise potential 2 1 Satisfied • ~1.0% average membership Franchisees 3 Results-Driven churn across global Customer network Experience 14 3 ¹ 847 US franchises sold as of March 31, 2020. ² Franchise potential for existing markets based on current Australia studios per capita. Studio-level churn is calculated as the number of discontinued memberships divided by the total active memberships per month for a particular studio. For the purposes of calculating churn, a membership is active once a member has made paid visits to at least one studio for three consecutive months; it becomes discontinued once a member has not made a paid visit for three consecutive months. Churn data calculated from October 2017 through December 2019.


HEALTHY GROWING NETWORK OF STUDIOS WITH ($ in thousands) $500 $315K $359K $478 $429 $404 $388 $391 $390 $379 $365 LOW INITIAL INVESTMENT YEAR 3 AUV $361 $345 Estimated Aggregate Initial Investment $342 $325 $290 $284 $283 $274 $242 $218 $188 >30% >35% $176 STRONG PROFITABILITY ROBUST RETURNS Average EBITDA Margins Average Cash-on-Cash Returns 2014 2015 2016 2017 2018 2019 2 2 (n=23) (n=92) (n=171) (n=225) (n=270) (n=225) ~6 ~75 Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 15 MONTHS TO PROFITABILITY MEMBERS TO BREAKEVEN 1 2 Source: Estimates based on 2019 Franchisee Survey and internal data as of 31-Mar-2020. AUV data as of 29-Feb-2020. Represents estimates and varies by geography due to localized class pricing and varying OpEx.HEALTHY GROWING NETWORK OF STUDIOS WITH ($ in thousands) $500 $315K $359K $478 $429 $404 $388 $391 $390 $379 $365 LOW INITIAL INVESTMENT YEAR 3 AUV $361 $345 Estimated Aggregate Initial Investment $342 $325 $290 $284 $283 $274 $242 $218 $188 >30% >35% $176 STRONG PROFITABILITY ROBUST RETURNS Average EBITDA Margins Average Cash-on-Cash Returns 2014 2015 2016 2017 2018 2019 2 2 (n=23) (n=92) (n=171) (n=225) (n=270) (n=225) ~6 ~75 Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 15 MONTHS TO PROFITABILITY MEMBERS TO BREAKEVEN 1 2 Source: Estimates based on 2019 Franchisee Survey and internal data as of 31-Mar-2020. AUV data as of 29-Feb-2020. Represents estimates and varies by geography due to localized class pricing and varying OpEx.


ASSET-LIGHT MODEL DRIVING ASSET–LIGHT RAPID GROWTH STRONG PROFITABILITY Revenue/EBITDA 2019 Adj. 2019 FCF 2019 YoY Growth EBITDA Margin Margin¹ 60% / 32% 33% 44% Franchisees pay Minimal requirements for Strong margins driven by steady, 100% of studio CapEx enable rapidly recurring monthly franchise fees 2 buildout expanding footprint and other monthlies 16 1 2 (Adj. EBITDA – Capex)/Revenue used as a proxy for FCF Margin. Capex includes purchases of property and equipment, and intangible assets. Includes intranet, email and website costs.ASSET-LIGHT MODEL DRIVING ASSET–LIGHT RAPID GROWTH STRONG PROFITABILITY Revenue/EBITDA 2019 Adj. 2019 FCF 2019 YoY Growth EBITDA Margin Margin¹ 60% / 32% 33% 44% Franchisees pay Minimal requirements for Strong margins driven by steady, 100% of studio CapEx enable rapidly recurring monthly franchise fees 2 buildout expanding footprint and other monthlies 16 1 2 (Adj. EBITDA – Capex)/Revenue used as a proxy for FCF Margin. Capex includes purchases of property and equipment, and intangible assets. Includes intranet, email and website costs.


THE SUCCESS OF OUR MODEL AS DEMONSTRATED BY TOTAL FRANCHISES SOLD TOTAL STUDIOS OPEN 1,997 2,757 2 1,321 1 2,066 1,140 1,892 800 1,274 522 907 2017A 2018A 2019A 2020E 2021E 2017A 2018A 2019A 2020E 2021E REVENUE ($MM) ADJUSTED EBITDA ($MM) $182 $71 $91 $93 3 $31 $60 $58 $50 $21 $24 $91 $33 $25 4 $8 $43 $13 $36 $2 $24 $12 2017A 2018A 2019A 2020E 2021E 2017A 2018A 2019A 2020E 2021E 17 Franchise Equipment EBITDA Margin 10% 37% 33% 13% 39% COVID year Source: Company 1 2 3 4 Pre-COVID forecast total franchises sold: 2,581. Pre-COVID forecast total studios open: 1,800. Pre-COVID forecast revenue: $160mm. Pre-COVID forecast Adj. EBITDA: $67mm.THE SUCCESS OF OUR MODEL AS DEMONSTRATED BY TOTAL FRANCHISES SOLD TOTAL STUDIOS OPEN 1,997 2,757 2 1,321 1 2,066 1,140 1,892 800 1,274 522 907 2017A 2018A 2019A 2020E 2021E 2017A 2018A 2019A 2020E 2021E REVENUE ($MM) ADJUSTED EBITDA ($MM) $182 $71 $91 $93 3 $31 $60 $58 $50 $21 $24 $91 $33 $25 4 $8 $43 $13 $36 $2 $24 $12 2017A 2018A 2019A 2020E 2021E 2017A 2018A 2019A 2020E 2021E 17 Franchise Equipment EBITDA Margin 10% 37% 33% 13% 39% COVID year Source: Company 1 2 3 4 Pre-COVID forecast total franchises sold: 2,581. Pre-COVID forecast total studios open: 1,800. Pre-COVID forecast revenue: $160mm. Pre-COVID forecast Adj. EBITDA: $67mm.


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ROBUST PROCEDURES F45 has taken a proactive response to COVID-19 to improve safety while bringing the member community back together • Contactless check-in at studios via app • At least two disinfection stations for member and staff use • Rigorous cleaning protocols during and in-between classes as well as nightly cleaning and disinfection • Flexible class formats allow for proper social distancing • Classes that allow for members to complete all workouts in a single station • No heavy fixed equipment / easier to clean and adjust format as needed • Increased time between classes for thorough cleaning • Live events • Track events 19 • BootcampsROBUST PROCEDURES F45 has taken a proactive response to COVID-19 to improve safety while bringing the member community back together • Contactless check-in at studios via app • At least two disinfection stations for member and staff use • Rigorous cleaning protocols during and in-between classes as well as nightly cleaning and disinfection • Flexible class formats allow for proper social distancing • Classes that allow for members to complete all workouts in a single station • No heavy fixed equipment / easier to clean and adjust format as needed • Increased time between classes for thorough cleaning • Live events • Track events 19 • Bootcamps


POST-COVID OVERVIEW F45 SAI YING PUN • At height of COVID-19, we had nearly 100% of our studios closed • Visitation in select F45 Hong Kong studios surpassed their pre-COVID levels within 3 • During the COVID shutdown period, many studios have been weeks or less of re-opening generating revenue using our live streaming product 540 541 th • As of June 19 , 769 studios have reopened (62% of our global 504 franchise network) 362 240 th — As of the week ended June 13 , 493 global studios had been reopened for >7 days (180 US, 12 Asia, 273 Oceania, 16 EMEA and 12 Canada) Pre-Closure² Week 1 Week 2 Week 3 Week 4 • Going forward, re-opening cadence will be determined by local / F45 EAST HENDERSONVILLE regional regulations being relaxed • Visitation surpassed its pre-COVID level within 4 weeks of re-opening 420 412 394 347 96 Asia Oceania USA 20 4/25/2020 5/2/2020 5/9/2020 5/16/2020 5/23/2020 5/30/2020 6/6/2020 6/13/2020 Pre-Closure² Week 1 Week 2 Week 3 Week 4 1 Data as of week ended 13-Jun-2020. Includes only studios which have been open for > 7 days, have not been closed more than 3 days since reopening, and which were also open at some point in 2019, 493 studios in all. ² Pre-closure visitation data represents visits during the last full week of studio operations ahead of reported closure date. 23% 19% 39% 94% 105% 105% 106% 117% 13% 12% 12% 21% 67% 70% 80% 120% 13% 11% 23% 30% 81% 93% 112% 147% POST-COVID OVERVIEW F45 SAI YING PUN • At height of COVID-19, we had nearly 100% of our studios closed • Visitation in select F45 Hong Kong studios surpassed their pre-COVID levels within 3 • During the COVID shutdown period, many studios have been weeks or less of re-opening generating revenue using our live streaming product 540 541 th • As of June 19 , 769 studios have reopened (62% of our global 504 franchise network) 362 240 th — As of the week ended June 13 , 493 global studios had been reopened for >7 days (180 US, 12 Asia, 273 Oceania, 16 EMEA and 12 Canada) Pre-Closure² Week 1 Week 2 Week 3 Week 4 • Going forward, re-opening cadence will be determined by local / F45 EAST HENDERSONVILLE regional regulations being relaxed • Visitation surpassed its pre-COVID level within 4 weeks of re-opening 420 412 394 347 96 Asia Oceania USA 20 4/25/2020 5/2/2020 5/9/2020 5/16/2020 5/23/2020 5/30/2020 6/6/2020 6/13/2020 Pre-Closure² Week 1 Week 2 Week 3 Week 4 1 Data as of week ended 13-Jun-2020. Includes only studios which have been open for > 7 days, have not been closed more than 3 days since reopening, and which were also open at some point in 2019, 493 studios in all. ² Pre-closure visitation data represents visits during the last full week of studio operations ahead of reported closure date. 23% 19% 39% 94% 105% 105% 106% 117% 13% 12% 12% 21% 67% 70% 80% 120% 13% 11% 23% 30% 81% 93% 112% 147%


STUDIO-LEVEL P&L ILLUSTRATIVE STUDIO-LEVEL RESILIENT MODEL OFFERING SUSTAINED PROFITABILITY OPERATING INCOME BREAKDOWN PRE-COVID ($000s) Operating Income Sensitivity $112 OPERATING INCOME $ 359 0% 10% 20% 30% 40% $ 247 Other Franchise Fees ($247) $ 112 $ 76 $ 40 $ 4 $(32) Wages • Assumes wages (which are variable) remain static 2 • Historically, studios only needed ~75 members to break-even Rent 1 2 21 AUV OpEx 1 2 Represents average year 3 AUV as of 31-Mar-2020. Illustrative OpEx values based on Franchisee Survey Data. Franchise Fees based on blended average of franchise fees by region based on total studios open FY2019 (Asia – 9%, Australia – 51%, Ireland – 5%, Canada – 7% and United States – 28%). “Other” operating expenses include, but are not limited to internet, email, website fees as well as other normal business expenses not payable to F45 2 corporate. Varies by geography due to localized class pricing and varying OpEx.STUDIO-LEVEL P&L ILLUSTRATIVE STUDIO-LEVEL RESILIENT MODEL OFFERING SUSTAINED PROFITABILITY OPERATING INCOME BREAKDOWN PRE-COVID ($000s) Operating Income Sensitivity $112 OPERATING INCOME $ 359 0% 10% 20% 30% 40% $ 247 Other Franchise Fees ($247) $ 112 $ 76 $ 40 $ 4 $(32) Wages • Assumes wages (which are variable) remain static 2 • Historically, studios only needed ~75 members to break-even Rent 1 2 21 AUV OpEx 1 2 Represents average year 3 AUV as of 31-Mar-2020. Illustrative OpEx values based on Franchisee Survey Data. Franchise Fees based on blended average of franchise fees by region based on total studios open FY2019 (Asia – 9%, Australia – 51%, Ireland – 5%, Canada – 7% and United States – 28%). “Other” operating expenses include, but are not limited to internet, email, website fees as well as other normal business expenses not payable to F45 2 corporate. Varies by geography due to localized class pricing and varying OpEx.


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OUR Multiple Levers to Drive Long-Term Growth 1. 2. 3. 4. 5. 6. 7. Expand US Expand rest of Grow same store Explore new Create new Develop ancillary Support franchise studio footprint world studio sales & transition channels workout plans to product offerings network footprint to revenue-based access new franchise fee demographics model Providing support 7,000+ 16,100+ 15 Quarters At-home workouts, Juniors and Seniors Meals, of greater than to manage through outdoor boot camp Supplements, Total US Studio Total Global Studio Prodigy and Masters 1 challenging times 10% SSS Growth training, major Apparel, LionHeart Opportunity Opportunity (ex-US programs 1 and continue universities, hospitality Heart Rate Monitor and AUS) member engagement operators, corporations 23 and military facilities 1 Source: Company. Franchise potentials based on current Australia studios per capita. OUR Multiple Levers to Drive Long-Term Growth 1. 2. 3. 4. 5. 6. 7. Expand US Expand rest of Grow same store Explore new Create new Develop ancillary Support franchise studio footprint world studio sales & transition channels workout plans to product offerings network footprint to revenue-based access new franchise fee demographics model Providing support 7,000+ 16,100+ 15 Quarters At-home workouts, Juniors and Seniors Meals, of greater than to manage through outdoor boot camp Supplements, Total US Studio Total Global Studio Prodigy and Masters 1 challenging times 10% SSS Growth training, major Apparel, LionHeart Opportunity Opportunity (ex-US programs 1 and continue universities, hospitality Heart Rate Monitor and AUS) member engagement operators, corporations 23 and military facilities 1 Source: Company. Franchise potentials based on current Australia studios per capita.


OUR US FOOTPRINT HAS GROWN FASTER +7% $381 +2% 7,000+ $355 544 US MARKET $336 $328 POTENTIAL 492 EXTRAPOLATED +2% BASED ON AUSTRALIA $240 $236 325 STUDIOS PER 5 CAPITA AS 280 PROXY 144 97 1 28 650+ 1 25 827 559 Month 1 Year 1 Year 2 Year 3 Year 4 Studios Open 1 Year: Studios Open 2 Years: Studios Open 3 Years: Australia United States Year 1 AUV Year 2 AUV Year 3 AUV 1 2 4 3 Australia United States Australia United States 24 1 2 Note: Data as of 31-Mar-2020. Represents year over year studio count for Australian geographic entity as of first Australian studio sold May-2013. Represents year over year studio count for US geographic 3 entity as of first US studio sold April-2015. Represents Australia entity’s average Year 1 AUV for studios open 1 year, n = 527; represents average Year 2 AUV for studios open 2 years, n = 462; represents 4 average Year 3 AUV for studio open 3 years, n = 335. Represents United States entity’s average Year 1 AUV for studios open 1 year, n = 194; represents average Year 2 AUV for studios open 2 years, n = 88; 5 6 represents average Year 3 AUV for studio open 3 years, n = 25 Based on Australia population estimate of 26mm and US population estimate of 336mm. Represents countries of Australia and the US OUR US FOOTPRINT HAS GROWN FASTER +7% $381 +2% 7,000+ $355 544 US MARKET $336 $328 POTENTIAL 492 EXTRAPOLATED +2% BASED ON AUSTRALIA $240 $236 325 STUDIOS PER 5 CAPITA AS 280 PROXY 144 97 1 28 650+ 1 25 827 559 Month 1 Year 1 Year 2 Year 3 Year 4 Studios Open 1 Year: Studios Open 2 Years: Studios Open 3 Years: Australia United States Year 1 AUV Year 2 AUV Year 3 AUV 1 2 4 3 Australia United States Australia United States 24 1 2 Note: Data as of 31-Mar-2020. Represents year over year studio count for Australian geographic entity as of first Australian studio sold May-2013. Represents year over year studio count for US geographic 3 entity as of first US studio sold April-2015. Represents Australia entity’s average Year 1 AUV for studios open 1 year, n = 527; represents average Year 2 AUV for studios open 2 years, n = 462; represents 4 average Year 3 AUV for studio open 3 years, n = 335. Represents United States entity’s average Year 1 AUV for studios open 1 year, n = 194; represents average Year 2 AUV for studios open 2 years, n = 88; 5 6 represents average Year 3 AUV for studio open 3 years, n = 25 Based on Australia population estimate of 26mm and US population estimate of 336mm. Represents countries of Australia and the US


OPPORTUNITIES TO Corporate owned and operated studios • Opportunity to deploy capital through acquisition of existing locations and establishment of high ROI corporate-owned flagship stores across target markets, capitalizing on a favorable real estate environment — Potential to accelerate corporate-owned strategy through current franchisee network Franchisee support fund • Provide equity financing alternative to select franchisees with attractive risk-adjusted return profile Co-investment vehicle and other • Introduce sophisticated and well-capitalized partners into the franchisee ecosystem during time of economic uncertainty • Opportunistically explore strategic acquisitions of complementary brands and products through available capital and public equity Additional capital in this environment affords F45 the ability to capitalize across a variety of 25 25 opportunistic strategies while also continuing to execute on its core competenciesOPPORTUNITIES TO Corporate owned and operated studios • Opportunity to deploy capital through acquisition of existing locations and establishment of high ROI corporate-owned flagship stores across target markets, capitalizing on a favorable real estate environment — Potential to accelerate corporate-owned strategy through current franchisee network Franchisee support fund • Provide equity financing alternative to select franchisees with attractive risk-adjusted return profile Co-investment vehicle and other • Introduce sophisticated and well-capitalized partners into the franchisee ecosystem during time of economic uncertainty • Opportunistically explore strategic acquisitions of complementary brands and products through available capital and public equity Additional capital in this environment affords F45 the ability to capitalize across a variety of 25 25 opportunistic strategies while also continuing to execute on its core competencies


KEY INVESTMENT 1 • F45 has exhibited a steep growth trajectory and predictable, high margin cash flow 2 • F45 has created a low cost, repeatable model that has proven to be one of the best-in-class for franchisees, customers and the Company 3• Post COVID-19 recovery is evolving quicker than projected with strong re-engagement and same-unit growth week- over-week. 4• New franchisee sales backlog is building at an increasing pace, giving visibility to sustained growth into next year and beyond 5• F45 should benefit from increased brand awareness, access to equity capital and the private-to-public transition at a 1 30%-50% discount to its peer group 26 26 1 Based on fully diluted trading multiples as of 19-June-2020 for the following peer set: PLNT, PTON, QSR, DNKN, YUM, DPZ, WEN, MCD, WING, NKE, LULU, OLLI, SBUX, FIVE, FND and SHAK.KEY INVESTMENT 1 • F45 has exhibited a steep growth trajectory and predictable, high margin cash flow 2 • F45 has created a low cost, repeatable model that has proven to be one of the best-in-class for franchisees, customers and the Company 3• Post COVID-19 recovery is evolving quicker than projected with strong re-engagement and same-unit growth week- over-week. 4• New franchisee sales backlog is building at an increasing pace, giving visibility to sustained growth into next year and beyond 5• F45 should benefit from increased brand awareness, access to equity capital and the private-to-public transition at a 1 30%-50% discount to its peer group 26 26 1 Based on fully diluted trading multiples as of 19-June-2020 for the following peer set: PLNT, PTON, QSR, DNKN, YUM, DPZ, WEN, MCD, WING, NKE, LULU, OLLI, SBUX, FIVE, FND and SHAK.


THANK 27 27 27THANK 27 27 27


Appendix : SUPPLEMENTAL MATERIALS 28Appendix : SUPPLEMENTAL MATERIALS 28


3/31/2020 Adjustment Pro Forma $11 $55 $66 Cash $20 $(20) - Revolving Credit Facility Term Loan Facility $29 $29 $49 $29 Total Debt $37 $(38) Net debt / (Cash) 29 Source: Company3/31/2020 Adjustment Pro Forma $11 $55 $66 Cash $20 $(20) - Revolving Credit Facility Term Loan Facility $29 $29 $49 $29 Total Debt $37 $(38) Net debt / (Cash) 29 Source: Company


Actual Projected FY2017 FY2018 FY2019 FY2020 FY2021 $ 0.1 $ 12.8 $(12.6) $ 0.9 $ 52.2 Net Income 0.6 6.2 3.1 1.3 13.9 Provision for income taxes Interest expense - - 0.4 1.3 1.1 Depreciation and amortization 0.1 0.3 0.6 0.9 1.1 Amortization of deferred costs 0.3 0.5 0.9 1.6 2.4 EBITDA $ 1.0 $ 19.9 $(7.5) $ 6.0 $ 70.8 0.1 0.3 0.3 0.1 - Sales tax liability 0.5 0.5 11.0 1.4 - Transaction fees 0.7 0.5 4.4 0.4 - Certain legal costs and settlements Relocation and recruitment 0.0 0.0 0.2 0.0 - Forgiveness of Loans to Directors - - 22.3 - - $ 2.4 $ 21.2 $ 30.7 $ 8.0 $ 70.8 Adjusted EBITDA (0.7) (0.9) (1.1) (2.0) (1.7) Capital Expenditures ¹ $ 1.8 $ 20.3 $ 29.5 $ 6.0 $ 69.1 Free Cash Flow 30 Note: Excludes stock-based compensation. ¹ Free cash flow defined as adjusted EBITDA less Capital Expenditures, which includes purchases of property and equipment, as well as purchases of intangible assets.Actual Projected FY2017 FY2018 FY2019 FY2020 FY2021 $ 0.1 $ 12.8 $(12.6) $ 0.9 $ 52.2 Net Income 0.6 6.2 3.1 1.3 13.9 Provision for income taxes Interest expense - - 0.4 1.3 1.1 Depreciation and amortization 0.1 0.3 0.6 0.9 1.1 Amortization of deferred costs 0.3 0.5 0.9 1.6 2.4 EBITDA $ 1.0 $ 19.9 $(7.5) $ 6.0 $ 70.8 0.1 0.3 0.3 0.1 - Sales tax liability 0.5 0.5 11.0 1.4 - Transaction fees 0.7 0.5 4.4 0.4 - Certain legal costs and settlements Relocation and recruitment 0.0 0.0 0.2 0.0 - Forgiveness of Loans to Directors - - 22.3 - - $ 2.4 $ 21.2 $ 30.7 $ 8.0 $ 70.8 Adjusted EBITDA (0.7) (0.9) (1.1) (2.0) (1.7) Capital Expenditures ¹ $ 1.8 $ 20.3 $ 29.5 $ 6.0 $ 69.1 Free Cash Flow 30 Note: Excludes stock-based compensation. ¹ Free cash flow defined as adjusted EBITDA less Capital Expenditures, which includes purchases of property and equipment, as well as purchases of intangible assets.


FINANCIAL SUMMARY Actual ($ in millions) FY2017 FY2018 FY2019 Franchise revenue $ 12 $ 24 $ 43 Equipment and merchandise revenue 13 33 50 Total revenue $ 25 $ 58 $ 93 % YoY Growth 121 % 127 % 60 % Franchise Gross Profit $ 11 $ 20 $ 32 % Margin 89 % 81 % 74 % Equipment Gross Profit 3 15 23 % Margin 20 % 45 % 46 % Gross profit $ 13 $ 35 $ 55 % Margin 52 % 60 % 59 % 1 Adjusted SG&A 11 13 24 1 Adjusted EBITDA $ 2 $ 21 $ 31 % Margin 10 % 37 % 33 % 31 1 Adjusted to exclude certain one-time, non-recurring items. Please see page 30 for reconciliation of Adjusted EBITDA.FINANCIAL SUMMARY Actual ($ in millions) FY2017 FY2018 FY2019 Franchise revenue $ 12 $ 24 $ 43 Equipment and merchandise revenue 13 33 50 Total revenue $ 25 $ 58 $ 93 % YoY Growth 121 % 127 % 60 % Franchise Gross Profit $ 11 $ 20 $ 32 % Margin 89 % 81 % 74 % Equipment Gross Profit 3 15 23 % Margin 20 % 45 % 46 % Gross profit $ 13 $ 35 $ 55 % Margin 52 % 60 % 59 % 1 Adjusted SG&A 11 13 24 1 Adjusted EBITDA $ 2 $ 21 $ 31 % Margin 10 % 37 % 33 % 31 1 Adjusted to exclude certain one-time, non-recurring items. Please see page 30 for reconciliation of Adjusted EBITDA.


OPERATIONAL CY2019 – CY2021 REVENUE CAGR Median: 23 % Median: 1 % Median: 11 % 44 % 40 % 14 % 14 % 14 % 11 % 11 % 9 % 7 % 7 % 4 % 2 % 5 % 1 % (0)% (0)% (0)% CY2019 – CY2021 EBITDA CAGR Median: 4 % Median: 1 % Median: 12 % 52 % 19 % 18 % 14 % 12 % 12 % 12 % 9 % 9 % 8 % 3 % 0 % 1 % 1 % 0 % (4)% (1)% 2021E 32 39% 46% 4% 31% 20% 25% 51% 35% 42% 35% 15% 15% 12% 14% 26% 21% 11% EBITDA Margin Gyms & Health Clubs Franchise Restaurants High-Growth Retailers Source: Company filings, IBES projections; market data as of 19-June-2020.OPERATIONAL CY2019 – CY2021 REVENUE CAGR Median: 23 % Median: 1 % Median: 11 % 44 % 40 % 14 % 14 % 14 % 11 % 11 % 9 % 7 % 7 % 4 % 2 % 5 % 1 % (0)% (0)% (0)% CY2019 – CY2021 EBITDA CAGR Median: 4 % Median: 1 % Median: 12 % 52 % 19 % 18 % 14 % 12 % 12 % 12 % 9 % 9 % 8 % 3 % 0 % 1 % 1 % 0 % (4)% (1)% 2021E 32 39% 46% 4% 31% 20% 25% 51% 35% 42% 35% 15% 15% 12% 14% 26% 21% 11% EBITDA Margin Gyms & Health Clubs Franchise Restaurants High-Growth Retailers Source: Company filings, IBES projections; market data as of 19-June-2020.


OPERATIONAL & VALUATION 1 CY2021E FCF Conversion Median: 34 % Median: 89 % Median: 71 % 98 % 97 % 92 % 91 % 89 % 83 % 78 % 83 % 82 % 79 % 74 % 71 % 71 % 45 % 34 % (14)% (34)% EV / CY2021E EBITDA Multiple Median: 21.3 x Median: 17.4 x Median: 24.1 x 51.9 x 29.4 x 28.0 x 26.1 x 24.1 x 23.4 x 21.3 x 17.9 x 17.4 x 18.6 x 16.3 x 16.2 x 12.7 x 17.0 x 16.9 x 2 11.9 x NM PLNT PTON WING DPZ YUM WEN DNKN MCD QSR LULU SHAK OLLI NKE FND FIVE SBUX 33 Gyms & Health Clubs Franchise Restaurants High-Growth Retailers 1 2 Source: Company filings, IBES projections; market data as of 19-June-2020. FCF Conversion defined as (EBITDA – CapEx) / EBITDA. Implied based on $845mm EV and 2021E EBITDA estimate of 71mm.OPERATIONAL & VALUATION 1 CY2021E FCF Conversion Median: 34 % Median: 89 % Median: 71 % 98 % 97 % 92 % 91 % 89 % 83 % 78 % 83 % 82 % 79 % 74 % 71 % 71 % 45 % 34 % (14)% (34)% EV / CY2021E EBITDA Multiple Median: 21.3 x Median: 17.4 x Median: 24.1 x 51.9 x 29.4 x 28.0 x 26.1 x 24.1 x 23.4 x 21.3 x 17.9 x 17.4 x 18.6 x 16.3 x 16.2 x 12.7 x 17.0 x 16.9 x 2 11.9 x NM PLNT PTON WING DPZ YUM WEN DNKN MCD QSR LULU SHAK OLLI NKE FND FIVE SBUX 33 Gyms & Health Clubs Franchise Restaurants High-Growth Retailers 1 2 Source: Company filings, IBES projections; market data as of 19-June-2020. FCF Conversion defined as (EBITDA – CapEx) / EBITDA. Implied based on $845mm EV and 2021E EBITDA estimate of 71mm.