0001193125-21-209204.txt : 20210707 0001193125-21-209204.hdr.sgml : 20210707 20210707061931 ACCESSION NUMBER: 0001193125-21-209204 CONFORMED SUBMISSION TYPE: S-1/A PUBLIC DOCUMENT COUNT: 45 FILED AS OF DATE: 20210707 DATE AS OF CHANGE: 20210707 FILER: COMPANY DATA: COMPANY CONFORMED NAME: F45 Training Holdings Inc. CENTRAL INDEX KEY: 0001788717 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PROFESSIONAL & COMMERCIAL EQUIPMENT & SUPPLIES [5040] IRS NUMBER: 383978689 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-257193 FILM NUMBER: 211076198 BUSINESS ADDRESS: STREET 1: 236 CALIFORNIA STREET CITY: EL SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: 8189628791 MAIL ADDRESS: STREET 1: 236 CALIFORNIA STREET CITY: EL SEGUNDO STATE: CA ZIP: 90245 S-1/A 1 d144166ds1a.htm S-1/A S-1/A
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As filed with the Securities and Exchange Commission on July 7, 2021.

Registration No. 333-257193

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

AMENDMENT NO. 1

TO

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

F45 Training Holdings Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   7997   38-3978689

(State or other jurisdiction of

incorporation or organization)

  

(Primary Standard Industrial

Classification Code Number)

  

(I.R.S. Employer

Identification Number)

 

 

F45 Training Holdings Inc.

801 Barton Springs Road, 9th Floor

Austin, Texas 78704

(737) 787-1955

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Adam J. Gilchrist

President and Chief Executive Officer

F45 Training Holdings Inc.

801 Barton Springs Road, 9th Floor

Austin, Texas 78704

(737) 787-1955

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

Peter W. Wardle   Tad J. Freese
Daniela L. Stolman   Brian D. Paulson
Gibson, Dunn & Crutcher LLP   Latham & Watkins LLP
333 South Grand Avenue   140 Scott Drive
Los Angeles, CA 90071   Menlo Park, CA 94025
(213) 229-7000   (650) 328-4600

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box:  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

  Large accelerated filer    ☐   Accelerated filer   ☐
  Non-accelerated filer    ☑   Smaller reporting company   ☑
       Emerging growth company   ☑

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act.  ☐

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of each class of

securities to be registered

  

Amount to be

Registered(1)

  

Proposed Maximum

Offering Price Per
Share(2)

  

Proposed Maximum

Aggregate

Offering Price(1)(2)

  

Amount of

Registration Fee

Common Stock, $0.00005 par value per share

   23,359,375   $17.00  

$397,109,375

   $43,325(3)

 

 

 

(1)

Includes 3,046,875 shares that the underwriters have the option to purchase.

(2)

Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(a) under the Securities Act of 1933, as amended.

(3)

Of this amount, $10,910 has previously been paid.

 

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

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The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

SUBJECT TO COMPLETION, DATED JULY 7, 2021

PRELIMINARY PROSPECTUS

20,312,500 Shares

LOGO

F45 Training Holdings Inc.

Common Stock

 

 

This is the initial public offering of shares of common stock of F45 Training Holdings Inc.

We are offering 18,750,000 shares of our common stock. The selling stockholder identified in this prospectus, is offering 1,562,500 shares of common stock. We will not receive any proceeds from the sale of common stock being sold by the selling stockholder.

Prior to this offering, there has been no public market for our common stock. The initial public offering price is expected to be between $15.00 and $17.00 per share. We have applied to list our common stock on the New York Stock Exchange under the symbol “FXLV.”

We are an “emerging growth company” and a “smaller reporting company” as defined under the federal securities laws and, as such, may elect to comply with certain reduced disclosure requirements for this prospectus and future filings. See “Prospectus Summary—Implications of Being an Emerging Growth Company and Smaller Reporting Company.”

Our current major stockholders, including certain of our directors and officers, who will beneficially own approximately 72.4% of our outstanding common stock after this offering (or approximately 69.3% if the underwriters exercise in full their option to purchase additional shares of common stock), will be able to control or substantially influence corporate decisions following this offering.

One or more funds affiliated with Caledonia have indicated an interest in purchasing an aggregate of up to $100.0 million in shares of our common stock in this offering at the initial public offering price. Because this indication of interest is not a binding agreement or commitment to purchase, one or more funds affiliated with Caledonia could determine to purchase more, less or no shares in this offering or the underwriters could determine to sell more, less or no shares to one or more funds affiliated with Caledonia. The underwriters will receive the same discount on any of our shares of common stock purchased by one or more funds affiliated with Caledonia as they will from any other shares of common stock sold to the public in this offering.

 

 

Investing in our common stock involves a high degree of risk. See the section entitled “Risk Factors” beginning on page 24 to read about factors you should consider before buying shares of our common stock.

 

 

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

 

 

 

     Per share      Total  

Initial public offering price

    $                  $              

Underwriting discounts and commissions(1)

    $        $    

Proceeds, before expenses, to us

    $        $    

Proceeds, before expenses, to the selling stockholder

    $        $    

 

(1) 

See “Underwriting (Conflicts of Interest)” beginning on page 176 for additional disclosure regarding underwriting discounts and commissions and estimated offering expenses.

We have granted to the underwriters an option to purchase up to 625,000 additional shares of common stock and the selling stockholder has granted the underwriters an option to purchase up to 2,421,875 shares of common stock, in each case at the initial public offering price, less the underwriting discounts and commissions, solely to cover overallotments.

The underwriters expect to deliver the shares of common stock to purchasers on or about                , 2021.

 

Goldman Sachs & Co. LLC   J.P. Morgan
Baird   Cowen     Guggenheim Securities   Macquarie Capital       Roth Capital Partners

 

 

Prospectus dated                , 2021.

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LOGO

TEAM TRAINING LIFE CHANGING

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LOGO

OUR MISSION IMPROVE PEOPLE’S LIVES WITH THE WORLD’S BEST FUNCTIONAL WORKOUT

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LOGO

“I fell in love with the energy. I fell in love with the sense of community.” Mark Wahlberg

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LOGO

TOTAL FRANCHISES SOLD 2,801 COUNTRIES 63 TOTAL STUDIOS 1,555 * Data as of June 30, 2021 **The June 30, 2021 business metrics included in this prospectus have been prepared by, and are the responsibility of, our management. These metrics represent preliminary estimated results for the three months ended June 30, 2021 and are subject to change.

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LOGO

FUNCTIONAL 45

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LOGO

2,801 TOTAL FRANCHISES SOLD 84 FRANCHISES 2014 255 FRANCHISES 2015 549 FRANCHISES 2016 907 FRANCHISES 2017 1,274, FRANCHISES 2018 1,892 FRANCHISES 2019 2,244 FRANCHISES 2020, TOTAL FRANCHISES SOLD 2,247 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 255 FRANCHISES 2015 2017 907 FRANCHISES 2018 1,274 FRANCHISES 2019 1,892 FRANCHISES 2020 2,244 FRANCHISES March 2021 2,247 FRANCHISES 84 FRANCHISES 2014 2016 549 FRANCHISES ** All data prior to 2021 represents the number of Franchises Sold as of the applicable year end. *Data as of June 30, 2021 **The June 30, 2021 business metrics included in this prospectus have been prepared by, and are the responsibility of, our management. These metrics represent preliminary estimated results for the three months ended June 30, 2021 and is subject to change.

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TABLE OF CONTENTS

 

     Page  

General Information

      ii  

Prospectus Summary

      1  

Risk Factors

      24  

Special Note Regarding Forward-Looking Statements

      65  

Use of Proceeds

      67  

Dividend Policy

      69  

Capitalization

      70  

Dilution

      72  

Selected Historical Consolidated Financial and Other Data

      74  

Management’s Discussion and Analysis of Financial Condition and Results of Operations

     77  

Business

      109  

Management

      130  

Executive Compensation

      142  

Certain Relationships and Related Party Transactions

      150  

Principal and Selling Stockholder

      161  

Description of Capital Stock

      164  

Shares Eligible for Future Sale

      169  

U.S. Federal Income Tax Considerations for Non-U.S. Holders

      171  

Underwriting (Conflicts of Interest)

      176  

Legal Matters

      183  

Experts

      183  

Where You Can Find More Information

      183  

Index to Consolidated Financial Statements

      F-1  

 

                                                 

Neither we, the selling stockholder nor the underwriters have authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectus we have prepared. We, the selling stockholder and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We and the selling stockholder are offering to sell, and seeking offers to buy, shares of common stock only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of common stock.

For investors outside the United States:    Neither we, the selling stockholder nor the underwriters have done anything that would permit this offering or the possession or distribution of this prospectus in any jurisdiction where action for those purposes is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, this offering and the distribution of this prospectus outside the United States.

 

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GENERAL INFORMATION

Industry, Market and Other Data

This prospectus 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, including the International Health, Racquet & Sports Club Association, or IHRSA, and a member survey with 4,184 respondents that we conducted in October 2017.

Some data and other information related to our franchisees, including estimated initial investment, EBITDA margins and average unit volumes, are based on internal estimates and calculations that are derived from research we conducted. In order to determine certain franchise and studio-level information, we conducted a survey of our franchisees, or the Franchise Survey, in July 2019, which only reflects data from prior to the outbreak of COVID-19. This survey was provided to the franchisees of all studios at the time that the survey was conducted and generated responses from franchisees representing approximately 57% of studios across our global network of studios. In generating the data, estimates and calculations derived from the information provided by these respondents, we excluded certain responses that were incomplete or that we determined to be significant outliers. As a result, while we believe that the data and other information related to our franchisees presented in this prospectus are accurate and reliable, such data and other information are based on responses provided by a limited respondent pool, which may not represent the broader network of franchisees, and that have not been independently verified by us or any independent sources. Such data also does not reflect any impacts on our business or franchisees from COVID-19 or otherwise after July 2019.

We believe the information described in the paragraphs above to be accurate as of the date of this prospectus. However, this information generally involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such information, estimates or projections. Industry publications and other reports we have obtained from independent parties generally state that the data contained in these publications or other reports have been obtained in good faith or from sources considered to be reliable, but they do not guarantee the accuracy or completeness of such data. In addition, projections, assumptions and estimates of the future performance of the industry in which we operate and our future performance are necessarily subject to uncertainty and risk due to a variety of factors, including those described in the sections titled “Risk Factors” and “Special Note Regarding Forward-Looking Statements.” These and other factors could cause results to differ materially from those expressed in the projections and estimates made by the independent third parties and us.

Trademarks, Trade Names and Service Marks

This prospectus includes some of our trademarks, trade names and service marks, including F45, F45 Training and the names of certain of our workouts and products. Each one of these trademarks, trade names or service marks is either our registered trademark, a trademark for which we have a pending application, a trade name or service mark for which we claim common law rights or a registered trademark or application for registration which we have been authorized by a third party to use.

Solely for convenience, the trademarks, service marks and trade names included in this prospectus are without the ®, ™ or other applicable symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, service marks and trade names.

 

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Certain Definitions

As used in this prospectus, unless otherwise noted or the context otherwise requires:

 

  •  

“we,” “our,” “us,” “F45” and the “Company” refer to (i) for the period prior to the MWIG Transaction, the business of F45 Aus and (ii) for the period after the completion of the MWIG Transaction, the business of F45 Training Holdings, in each case together with its consolidated subsidiaries;

 

  •  

“F45 Aus” refers to F45 Aus Hold Co Pty Ltd, an Australia proprietary limited company;

 

  •  

“F45 Training Holdings” refers to F45 Training Holdings Inc., a Delaware corporation;

 

  •  

“MWIG” refers to a special purpose private investment fund vehicle led by FOD Capital LLC, a family office investment fund, and Mark Wahlberg;

 

  •  

“MWIG Transaction” refers to the series of transactions effectuated on March 15, 2019, pursuant to which MWIG acquired a minority interest in us;

 

  •  

“our convertible notes” refers to the $100.0 million aggregate principal amount of convertible notes issued by us pursuant to the Convertible Credit Agreement, dated as of October 6, 2020; and

 

  •  

“our convertible preferred stock” refers to our outstanding shares of convertible preferred stock, par value $0.0001 per share, held by MWIG.

Non-GAAP Financial Information

Certain financial measures presented in this prospectus, such as EBITDA, Adjusted EBITDA and Adjusted EBITDA margin are not recognized under U.S. generally accepted accounting principles, or GAAP. We define these terms as follows:

 

  •  

“EBITDA” means, for any reporting period, net income before interest, taxes, depreciation and amortization.

 

  •  

“Adjusted EBITDA” means, for any reporting period, net income before interest, taxes, depreciation and amortization and adjusted to exclude the impact of sales tax liability, transaction expenses, certain legal costs and settlements, forgiveness of loans to directors and relocation costs as well as certain other items identified as affecting comparability, when applicable.

 

  •  

“Adjusted EBITDA margin” means, for any reporting period, Adjusted EBITDA, divided by revenue.

EBITDA, Adjusted EBITDA and Adjusted EBITDA margin have been included in this prospectus because they are important metrics used by management as one of the means by which it assesses our financial performance. EBITDA, Adjusted EBITDA and Adjusted EBITDA margin are also frequently used by analysts, investors and other interested parties to evaluate companies in our industry. These measures, when used in conjunction with related GAAP financial measures, provide investors with an additional financial analytical framework that may be useful in assessing our company and its results of operations.

EBITDA, Adjusted EBITDA and Adjusted EBITDA margin are supplemental measures of financial performance that are not required by, or presented in accordance with, GAAP. These non-GAAP metrics have certain limitations and should not be considered as alternatives to financial measures prepared in accordance with GAAP, such as net income, or as measures of financial performance or

 

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any other performance measure derived in accordance with GAAP or as measures of liquidity. These measures also should not be construed as an inference that our future results will be unaffected by unusual or nonrecurring items for which these non-GAAP measures make adjustments. Management compensates for these limitations by using EBITDA, Adjusted EBITDA and Adjusted EBITDA margin as supplemental financial metrics and in conjunction with our results prepared in accordance with GAAP. Other companies, including other companies in our industry, may not use such measures or may calculate one or more of the measures differently than as presented in this prospectus, limiting their usefulness as a comparative measure.

The non-GAAP information in this prospectus should be read in conjunction with our audited annual financial statements and the related notes included elsewhere in this prospectus. For a reconciliation of the most directly comparable GAAP measures, see “Prospectus Summary—Summary Historical Combined and Consolidated Financial and Other Data.”

Additional Financial Metrics and Other Data

 

  •  

“Average Unit Volume” or “AUV” means average studio-level revenue generated by a group of studios during a particular period of time. Due to the relatively young age of our studio base, we believe it is appropriate to assess AUV for studios that have been open for the full period for which AUV is calculated. We define a cohort as a group of studios that opened during the same full year and are also open and operational during the six months ended June 30, 2021.

 

  •  

“Cash-on-cash returns” means studio-level EBITDA over initial investment.

 

  •  

“Initial Studio Openings” means the number of studios that were determined to be first opened during such period. We classify an Initial Studio Opening to occur in the first month in which the studio first generates monthly revenue of at least $4,500. Initial Studio Openings are not adjusted downward for studios that were temporarily closed due to the COVID-19 pandemic or otherwise.

 

  •  

“Members” refers to the number of paying members who were billed $20 or more in membership fees in a given month.

 

  •  

“New Franchises Sold” means, for any specific period, the number of franchises sold during such period using the methodology set forth below for “Total Franchises Sold.”

 

  •  

“Open Studios” means the number of studios that were open for business as of a certain date. A studio may be classified as an Open Studio regardless of whether or not it generated minimum monthly revenue of $4,500. During the COVID-19 pandemic, a significant portion of our network was forced to temporarily close, which reduced the number of Open Studios. As studios re-open in accordance with state and local regulations, they are reflected in the Open Studios figures.

 

  •  

“Same store sales” means, for any reporting period, studio-level revenue generated by a comparable base of franchise studios, which we define as open studios that have been operating for more than 16 months.

 

  •  

“System-wide Sales” are defined as all payments made to our studios and includes payment for classes, apparel and other sales for a given period. We track System-wide Sales as an indication of the strength of our franchisee network.

 

  •  

“Total Franchises Sold” represents, as of any specified date, (i) the total number of signed franchise agreements in place as of such date for which an establishment fee has been paid and (ii) the total number of franchises committed in a multi-studio agreement in place as of such date for which an upfront payment has been made, in each case that have not been terminated. Each new franchise is included in the number of Total Franchises Sold from the date on which such franchise first satisfies the condition in clause (i) or (ii) above, as applicable. Total 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 Total Franchises Sold upon termination of the franchise agreement.

 

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  •  

“Total Studios” as of any specified date, means the total cumulative Initial Studio Openings as of that date less cumulative permanent studio closures as of that date. Total Studios are not adjusted downward for studios that were temporarily closed due to the COVID-19 pandemic or otherwise.

 

  •  

“Visits” means the number of registered individual workouts for any specified period. A workout is registered when the consumer checks into a class.

 

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PROSPECTUS SUMMARY

The following is a summary of material information discussed in this prospectus. This summary is not complete and does not contain all the information that you should consider before investing in our common stock. You should read this entire prospectus carefully, including “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes thereto included elsewhere in this prospectus, before making an investment decision to purchase shares of our common stock. Some of the statements in this summary constitute forward-looking statements. See “Special Note Regarding Forward-Looking Statements.”

Overview

We are F45 Training, one of the fastest growing fitness franchisors in the United States based on number of franchises sold in the United States, focused on creating a leading global fitness training and lifestyle brand. We offer consumers functional 45-minute workouts that are effective, fun and community-driven. Our workouts combine elements of high-intensity interval, circuit and functional training to offer consumers what we believe is the world’s best functional training workout. We deliver our workouts primarily through our digitally-connected global network of studios, and we have built a differentiated, technology-enabled platform that allows us to create and distribute workouts to our global franchisee base. Our platform enables the rapid scalability of our model and helps to promote the success of our franchisees. We offer consumers a continuously evolving fitness program in which virtually no two workouts are ever the same. Our vast and growing library of functional training movements allows us to vary workout programs to keep consumers engaged with fresh content, stay at the forefront of consumer trends and drive maximum individual results, while helping our members achieve their fitness goals.

We were founded in 2013 in Sydney, Australia. Our CEO and co-founder Adam Gilchrist recognized an opportunity to leverage technology to offer consumers an effective, multi-disciplinary and community-driven workout that serves as an affordable alternative to one-on-one personal training and repetitive, single-discipline studio classes. Soon after the first F45 Training studio opened in Paddington, Australia, our founders focused on using technology to streamline and standardize the F45 Training experience in order to franchise the business. We quickly expanded, initially selling franchises to members of the original studio, after which viral word-of-mouth marketing led to rapid growth, and we opened nearly 200 studios over the following 30 months. In less than eight years, we have scaled our global footprint to 2,801 Total Franchises Sold in 63 countries, including 1,555 Total Studios, of which 1,415 had re-opened following temporary closures related to the COVID-19 pandemic, as of June 30, 2021.

Our in-studio experience utilizes our proprietary technologies: our fitness programming algorithm and our patented technology-enabled delivery platform. Our fitness programming algorithm leverages a rich content database of over 3,900 unique functional training movements to offer new workouts each day. Our content delivery platform allows us to standardize the F45 Training experience across our global footprint and broadcast content, including workout instructions and timing, directly to our in-studio F45TVs and speaker systems. Our in-studio experience is further enhanced by trainers who provide guidance on proper form and movement, as well as motivate our members and foster a positive sense of community. We believe our approach helps to provide a consistent and high-quality fitness experience across our network of studios, keeping members highly engaged and helping them to achieve and sustain their fitness goals.


 

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We operate a nearly 100% franchise model that offers compelling economics to us and our franchisees. We believe our franchisees generally benefit from a relatively low initial investment and low four-wall operating expenses, which in turn can generate strong returns on franchisee investments. The optimized box layout of our studios, which requires as little as approximately 1,600 square feet of training area, contributes to the relatively low initial investment and operating costs of our franchisees, and allows our studios to be located in a wide array of attractive prospective retail locations. We believe this flexibility will enable us to capitalize on our estimated long-term global opportunity of over 23,000 studios. Based on the Franchise Survey conducted prior to the COVID-19 pandemic, we estimate that a typical F45 Training franchise in a normalized operating environment requires an aggregate initial investment of approximately $315,000 and, in its third year of operation can produce average EBITDA margins in excess of 30% and average cash-on-cash returns in excess of 33%.

We believe our franchise model is attractive due to its potential for asset-light growth, strong profitability and robust cash flow generation, and has helped to facilitate our rapid growth and strong financial performance prior to the COVID-19 pandemic. Despite challenges posed by the COVID-19 pandemic, we grew our footprint and experienced minimal permanent closures during 2020, which we believe underscores the resilience of our business model. Between 2018 and 2020 we grew our Total Franchises Sold at the annual rate of 33% and our Total Studios at the rate of 34%. From June 30, 2020 to June 30, 2021, our Total Franchises Sold increased by 36% and our Total Studios increased by 22%.

 

Total Franchises Sold (as of period end)

 

   Total Studios (as of period end)1

LOGO

 

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¹

Due to the lead time associated with opening a new studio after a franchise is sold, Total Franchises Sold is always greater than Total Studios as of a certain date. Of our 1,555 Total Studios as of June 30, 2021, we had 1,415 Open Studios, which are studios that were open for business.

Impact of the COVID-19 Pandemic

The COVID-19 pandemic, related shelter-in-place restrictions and other containment efforts have had and continue to have a significant impact on the gym and fitness industry generally, as well as our business, financial condition and results of our operations. Following the outbreak of the pandemic and at its initial peak, nearly all of our studios temporarily closed pursuant to local, state and federal mandates and guidelines.


 

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Over the course of the pandemic, we developed new programs to support our franchisee network and maintain member engagement. In order to support franchisees, we launched several programs, including training seminars on government assistance, promotional offerings, support with rent deferrals, franchise fee relief and assistance with reopening plans. To maintain member engagement, we launched the F45 AtHome Challenge and helped franchisees develop live-streaming options. We also released a digital platform in response to temporary studio closures called F45 AtHome Workouts. This platform provides members with the ability to access part of F45’s library of fitness and wellness offerings, and allows users to maintain their engagement with F45 at home during temporary studio closures. These strategies proved to be successful in driving engagement with, and retention of, our members during the pandemic, but we do not currently expect to further develop or focus on our at home offering as our studios continue to re-open in full. As of June 30, 2021, our total membership stood at 13% higher compared to December 31, 2019, while 9% of our network remained temporarily closed.

As businesses have been allowed to re-open in certain jurisdictions pursuant to local and state mandates, we have worked closely with our franchisees in helping to re-open their studios subject to certain indoor capacity and other restrictions, including company-implemented health and safety policies. We have also been providing additional operating guidance to our franchisees by assisting with modifications to studio layouts and workouts to accommodate proper social distancing.

As of June 30, 2021, we had approximately 1,415 Open Studios, which represented 91% of our Total Studios. The remaining 9% of our Total Studios are generally located in regions that continue to face restrictions, which we expect to be lifted over time. The following chart illustrates the number of Open Studios as a percentage of Total Studios at the end of each month for the 18 months ended June 30, 2021.

Open Studios as a Percentage of Total Studios for the 18 Months Ended June 30, 2021

 

 

LOGO

We have found that, on average, studios that have re-opened following temporary closure quickly return close to pre-pandemic levels on a weekly revenue basis, and eventually exceed pre-pandemic levels on the same basis. As of June 30, 2021, the median weekly revenue of the 618 studios that have been re-opened the longest since temporary closure exceeded pre-pandemic levels.

We believe our performance over the course of the pandemic has underscored the resilience of our business model. While our revenues decreased to $82.3 million for the year ended December 31, 2020 compared to $92.7 million for the year ended December 31, 2019 due to the pandemic, between February 1, 2020 and June 30, 2021, only 19 studios permanently closed due to financial hardship or otherwise, which represents approximately 1% of our Total Studios as of June 30, 2021. Additionally, only approximately 9% of our Total Backlog Studios, which is the difference between the Total Franchises Sold and Total Studios, terminated franchise agreements during that same period. These metrics compare favorably to the estimated 15% of all U.S. health clubs that had permanently closed as of September 30, 2020, according to IHRSA, as well as the estimated 25% that were expected to permanently close by the end of 2020.


 

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Despite challenges posed by the COVID-19 pandemic such as temporary closure of our studios, we successfully continued to sell new franchises and open new studios during 2020. Of the 909 New Franchises Sold during the 18 months ended June 30, 2021, 253 were sold as part of a limited-time promotional offer made exclusively to existing franchisees. The following tables illustrate the number of New Franchises Sold and Initial Studio Openings during the 18 months ended June 30, 2021.

 

    Monthly Total Franchises Sold for the 18 Months Ended June 30, 2021  
    JAN     FEB     MAR     APR     MAY     JUNE     JULY     AUG     SEP     OCT     NOV     DEC     JAN     FEB     MAR     APR     MAY     JUN  

Total Franchises Sold, beginning of period

     1,892       1,922       1,947       1,959       1,961       1,997       2,059       2,113       2,160       2,214       2,227       2,242       2,244       2,247       2,255       2,247       2,340       2,487  

New Franchises Sold, net¹

     30       25       12       2       36       62       54       47       54       13       15       2       3       8       (8 )      93       147       314  

Total Franchises Sold, end of period

     1,922       1,947       1,959       1,961       1,997       2,059       2,113       2,160       2,214       2,227       2,242       2,244       2,247       2,255       2,247       2,340       2,487       2,801  

 

    Monthly Total Studios for the 18 Months Ended June 30, 2021  
    JAN     FEB     MAR     APR     MAY     JUNE     JULY     AUG     SEP     OCT     NOV     DEC     JAN     FEB     MAR     APR     MAY     JUN  

Total Studios, beginning of period

     1,140       1,186       1,224       1,242       1,241       1,249       1,275       1,300       1,337       1,376       1,404       1,422       1,437       1,452       1,463       1,487       1,515       1,539  

Initial Studio Openings, net¹

     46       38       18       (1 )      8       26       25       37       39       28       18       15       15       11       24       28       24       16  

Total Studios, end of period

     1,186       1,224       1,242       1,241       1,249       1,275       1,300       1,337       1,376       1,404       1,422       1,437       1,452       1,463       1,487       1,515       1,539       1,555  

 

¹

New Franchises Sold and Initial Studio Openings shown net of 112 franchise terminations and 19 permanent studio closures that occurred during the 18 months ended June 30, 2021. For June 2021, New Franchises Sold includes 300 franchises sold pursuant to a long-term multi-unit studio development agreement with Club Franchise Group LLC. See “Certain Relationships and Related Party Transactions - Franchise Relationships.”

There have been frequent changes and variation in local and state regulation of the health club industry, and many local and state jurisdictions have returned to shelter in place restrictions after allowing for health club re-openings. While we are optimistic about our ability to continue to effectively manage through the COVID-19 pandemic, we are unable to predict the duration or future impact of the pandemic on our business, financial condition and results of operations. For additional information on the impact of COVID-19 on our business, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—COVID-19 Impact.”

The Three Pillars of F45 Training

Our differentiated approach to fitness is firmly rooted in the three pillars of our DNA: Innovation, Motivation and Results.

Innovation: at the core of everything we do.    We are dedicated to driving new innovations that will continue to elevate the F45 Training experience and further our position as a global fitness training and lifestyle brand. We are able to distinguish ourselves from competitors through such innovations as:

 

  •  

Technology-Enabled Centralized Delivery Platform:    Our technology-enabled centralized delivery platform distributes daily workout content via in-studio F45TVs that display proper


 

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exercise form, timing and sequencing, driving consistency and efficiency across our global network of studios. In-studio trainers coach members throughout their workout and adjust movements to suit individual levels of experience, strength and flexibility;

 

  •  

Proprietary Fitness Programming Algorithm:    Our fitness programming algorithm configures movements from our vast content library into new workout plans based on various criteria, including duration, target muscle group, equipment type and aerobic versus anaerobic focus, among others, ensuring that virtually no two workouts are ever the same; and

 

  •  

Curated High-Quality Workout Plans:    Our curated workout plans are subject to a rigorous in-house quality control process and are designed to sequence movements in what we believe to be a safe, effective manner. This quality control process is led by our centralized F45 Athletics Department, which consists of training professionals, athletes and sports scientists.

Motivation: the key to creating a community and sanctuary.    We believe the foundation for any effective fitness program is motivation. We motivate our members through a combination of positivity, inclusivity and teamwork, which encourages our members to view each studio as a sanctuary and is driven by:

 

  •  

Positive Trainers:    Our in-studio trainers are responsible for fostering a positive environment for all members before, during and after workouts, and we specifically instruct them to drive positivity, inclusivity and teamwork;

 

  •  

“No Mirrors, No Microphones, No Egos”:    Our studios are deliberately free of mirrors and microphones, which mitigates the appearance-related pressures and trainer intimidation that are associated with many fitness alternatives. Our goal is to emphasize our members’ achievements in completing our workouts; and

 

  •  

Community:    Our positive, inclusive philosophy permeates the studio and creates a genuine sense of camaraderie, team-building and community amongst our members.

Results: supported by the sustainability of our workouts over time.    We strive to help our members achieve and maintain results by focusing on creating a sustainable fitness program. Our fitness programming algorithm offers new workouts each day and is specifically designed to encourage members to visit studios multiple times per week over the course of their long-term fitness journey. We believe we offer members a winning formula to achieve long-term results, driven by:

 

  •  

Total Body Workout:    Our fitness programming algorithm offers a total body workout that combines cardiovascular and strength modalities to deliver comprehensive results;

 

  •  

Safety:    We believe our emphasis on functional training movements and relatively low weight resistance helps to mitigate the risk of injury, thereby enabling our members to push themselves and maximize individual performance without compromising their safety; and

 

  •  

Frequency:    The curation, style and cadence of workouts, combined with the use of low weight resistance, allows for members to visit as frequently as their schedules permit. Workouts alternate between cardiovascular and strength modalities from day to day, which alternates the impact on the body.

Our Competitive Strengths

We believe there are several competitive strengths that form the foundation of our strategy and are key differentiating factors of our business.


 

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The Next Generation Global Fitness Training and Lifestyle Brand Striving to Deliver the Best Functional Training Workout

Over the last eight years, we have focused on leveraging our approach to fitness to develop a global brand that is viewed as the gold standard in functional fitness. We strive to offer our members the best functional training workout in each F45 Training studio on a daily basis. Our differentiated, technology-driven approach, including our proprietary fitness programming algorithm’s database of over 3,900 unique functional training movements, helps us to design workouts that are fun, challenging, safe, dynamic and sustainable for members to attend day after day and week after week. The versatility of our workouts resonates with both women and men, and across a broad range of fitness levels.

Innovative and Differentiated Technology-Enabled Delivery Platform Driving Quality and Consistency within Each Studio

A critical component to the success of our business is our patented technology that provides us with the ability to remotely manage each in-studio experience across our global network of 1,555 Total Studios as of June 30, 2021 from a centralized hub at F45 Training headquarters. We have built an automated, centralized delivery platform that gives us the ability to control the delivery and timing of our workout content through our F45TVs in each of our studios. Our centralized delivery platform enables a seamless F45 Training experience on a consistent basis at scale across a broad geographic footprint. In response to temporary studio closures due to the COVID-19 pandemic, we were able to leverage our technology platform and create a home digital product called F45 AtHome Workouts. This offering provides users with the ability to access part of our library of fitness and wellness offerings from remote or outdoor locations, and allows users to maintain their engagement with F45 during temporary studio closures. In addition, as our studios have re-opened, our adaptable workout model has enabled us to modify workouts so they can be completed in socially distanced setting and with minimal equipment requirements.

Highly Scalable Commercial Delivery and Franchise Development Model

Our differentiated approach, including our fitness programming algorithm and our proprietary technology-enabled delivery platform, plays an integral role in the scalability of our business. By integrating technology into the workout experience, we have been able to develop a franchise model that is highly replicable for both new and existing franchisees across multiple geographies. In addition, our purpose-built studio design, which utilizes an open floor plan and modest physical footprint (as little as 1,600 square feet of training area), can be built within a wide array of attractive prospective retail locations. We have also substantially simplified the pre-opening process by providing franchisees with a comprehensive studio opening pack, which we call a World Pack, that includes the key items needed to operate the studio, including fitness equipment, technology, AV equipment and more. Our World Pack has resulted in a streamlined pre-opening process for our franchisees.

Compelling Franchisee Studio Economics

We believe we offer a compelling business opportunity for franchisees to generate strong returns driven by a relatively low initial investment combined with healthy AUV and low four-wall operating expenses. Prior to the COVID-19 pandemic and based on data collected through our booking systems and the Franchise Survey, we estimate that in a normalized operating environment, a typical F45 Training franchise requires an aggregate initial investment of approximately $315,000 and, in its third year of operation can produce an AUV of approximately $354,000, average EBITDA margins in excess of 30% and average cash-on-cash returns in excess of 33%.


 

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Across the F45 network, we believe that many studios that have re-opened following the onset of the COVID-19 pandemic have demonstrated the ability to ramp up AUV levels. Further, we believe that many studios that have re-opened following the onset of COVID-19 have been able to return to or lower their pre COVID-19 operating costs. During the six months ended June 30, 2021, studios that were open for the full period experienced an AUV increase of approximately 27% compared to the same period in 2020.

Predictable, Asset-Light Model Driving Rapid Growth

As a franchisor, we have employed an economic model that, other than due to the unprecedented global shutdown of our network due to the COVID-19 pandemic, has been predictable, asset light and cash flow generative and has enabled us to open new studios at an accelerated pace versus the owner-operator model that is common in the studio fitness landscape. For the majority of franchises that we sell, we receive an upfront payment from the franchisee, which varies by geography. Once a new studio has opened, we receive contractual, recurring franchise fee revenue streams that provide us with a high degree of revenue visibility. During the most challenging months of the COVID-19 pandemic, we offered franchisees temporary relief from contractual franchise fees. As our network of total studios grows, we expect recurring revenue as a percentage of total revenue to increase.

Given our model is nearly 100% franchised, we have also been able to maintain a strong margin profile. For the quarter ended March 31, 2021, we reported operating margin and Adjusted EBITDA margin of (16.7)% and 29.0%, respectively. For the quarter ended March 31, 2020, we reported operating margin and Adjusted EBITDA margin of 5.4% and 10.5%, respectively. For the year ended December 31, 2020, we reported operating margin and Adjusted EBITDA margin of (6.3)% and 30.9% respectively. For the year ended December 31, 2019, we reported operating margin and Adjusted EBITDA margin of (9.4)% and 33.1%, respectively.

Proven Management Team with Value-Added Investors

F45 Training is led by an experienced and passionate team dedicated to driving the continued growth of the business. Our CEO Adam Gilchrist has developed and fostered our strategic vision and culture of excellence from the very beginning. Our broader management team consists of a deep bench of experienced professionals with expertise in finance, operations, marketing and other critical areas, which we believe helps to position us to execute on our long-term strategy.

In March 2019, a group led by Mark Wahlberg and FOD Capital LLC, or FOD Capital, a family office investment fund, made a strategic minority investment in F45 Training, providing critical branding and marketing capabilities to supplement the strengths of our management team. We expect that Mr. Wahlberg’s involvement, leveraging his broad celebrity reach (with over 17 million Instagram followers) and well-known affinity for fitness, will continue to be a key differentiator in helping us to continue to drive growth.

In addition to Mr. Wahlberg, we have established relationships with Earvin “Magic” Johnson, Jr., David Beckham, Greg Norman, Cindy Crawford and other professional athletes and personalities in order to promote our products.

Our Growth Strategies

We believe there are several attractive opportunities to continue to drive the long-term growth of our business.


 

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Expand Studio Footprint in the United States

We believe there is a significant opportunity to meaningfully expand our franchise studio footprint in the United States. As of June 30, 2021, we had 1,379 franchises sold and 556 total studios in the United States. Prior to the COVID-19 pandemic, we had seen the pace of our U.S. growth accelerate with average net franchises sold per month increasing from 12 in 2017 to 18 in 2018 to 32 in 2019. Due to COVID-19, the average net franchises sold per month decreased in 2020 to 10. Based on current franchises sold in Australia per capita as of June 30, 2021, we believe there is long-term studio potential for us to open over 7,000 studios in the United States.

Expand Studio Footprint Throughout the Rest of the World

We believe in the proven portability of our brand and franchise model, as evidenced by our strong growth outside of our core U.S. and Australian markets. We have designed our studios to be deployed successfully in both developed and emerging markets, and to drive continued growth in both underpenetrated and new markets. As of June 30, 2021, we had 637 franchises sold outside of our core markets of the United States and Australia. Based on an extrapolation of current franchises sold in Australia per capita as of June 30, 2021, we believe there is a long-term global opportunity for over 23,000 studios, with a potential for approximately 16,000 studios outside of the U.S. market. We believe we can continue to grow our international presence through our existing franchising strategy and by opportunistically pursuing master franchising agreements to sell select territories to experienced, local partners.

Grow Same Store Sales and Transition to a Revenue-Based Franchise Fee Model

Prior to the onset of the COVID-19 pandemic, we had successfully delivered consistent positive system-wide same store sales growth for 20 consecutive quarters by driving increased brand awareness to acquire new members and increased existing member spend. We see continued opportunity to drive same store sales growth by leveraging our organic, word-of-mouth marketing and the network effect as we continue to open new studios.

Historically, our franchise agreements have generally included a fixed monthly franchise fee per studio. Since July 2019, we have transitioned our model in the United States for new franchisees to a franchise fee based on the greater of a fixed monthly franchise fee or a percentage of gross monthly studio revenue, generally 7%, which we believe will help to further align our interests with those of our franchisees while also providing us with the opportunity to increase revenue. In select markets outside of the United States and for renewals of existing franchisees in the United States, we are in the process of developing a strategy for transitioning to a similar model.

Pursue Franchise Agreements with Multi-Unit Franchise Systems

The majority of our franchisees today consist of owner-operators that manage single locations. Going forward, we intend to seek opportunities to develop multi-unit franchise systems with select financial partners. As of March 31, 2021, approximately 51% of our franchises sold were owned by multi-unit franchisees, up from approximately 41% as of December 31, 2019, which highlights the strong market demand for multi-unit franchise opportunities.

We recently entered into long-term multi-unit studio development agreements with three financial partners, including an affiliate of Kennedy Lewis Management, or KLIM, one of our principal stockholders. Pursuant to each such agreement, we have granted to the financial sponsor the right to develop, and the financial sponsor has agreed to develop, an agreed number of studios within certain territories in the United States, with one sponsor agreeing to develop at least 70 studios over a 7 year


 

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period, another to at least 87 studios over 6 years and the sponsor affiliated with KLIM agreeing to at least 300 studios over 36 months. In certain cases, we have also agreed to a right of first refusal in favor of the financial sponsor developer within their territories with respect to any new concepts developed by us.

Expand Into New Channels

We believe there is a significant opportunity to expand into new channels, and we are actively pursuing potential opportunities to partner with major universities, hospitality operators, corporations and military facilities. As of March 31, 2021, we had five employees on our franchise sales force devoted specifically to such pursuits. In 2016, we believe we became the first external studio fitness provider to open a studio on a major U.S. university campus through our collaboration with the University of Southern California. As of March 31, 2021, we had 29 studios located on major university campuses in the United States, including the University of Southern California, Stanford University and the University of Texas at Austin. In June 2021, we opened our first studio on a government military base at the U.S. Air Force Station in Miramar, CA.

Develop Workout Programs to Access New Target Demographics

We believe there is a significant opportunity to create workout programs that enable us to target a broader range of consumer demographic groups. In 2018, we successfully launched “Prodigy,” a training program designed to target children and young adults between the ages of 11 and 18 years. Prodigy is generally offered globally. Following an initial development period, franchisees will have the opportunity to incorporate the Prodigy program into existing studios for additional fees. We have also recently developed a new fitness concept called FS8, which we began marketing in Australia in March 2021. FS8 integrates three popular methods in the health and fitness industry, the remixing of pilates, yoga and tone, to create a new workout style. This workout style is an effective method of building lean muscle and definition. FS8 offers members a premium fitness experience through F45’s platform of training systems, the FS8tv and FS8 App, and also offers franchisees a proprietary business model and large community via the franchise network. We also have a dedicated support team to assist across all business functions. As of June 30, 2021, we had sold 106 total FS8 studios in Australia.

We also have additional concepts in development, including Malibu Crew, a functional fitness studio clubhouse targeting men over the age of 50, as well as Avalon House, a studio sanctuary for women of a similar age.

Strategically Utilize M&A to Further Grow Footprint and Attract New Members

The boutique fitness industry remains highly fragmented, which offers attractive opportunities to utilize strategic and bolt-on M&A to drive consolidation. On March 31, 2021, we entered into an agreement to purchase certain assets consisting primarily of intellectual property and customer assets in connection with the Flywheel indoor cycling studio business, which we anticipate will close concurrently with the closing of this offering. We intend to continue to opportunistically pursue acquisitions to grow our franchise network and attract new members in both new and existing markets.

Drive Increased Member Spend Through Ancillary Product Offerings

We believe there are several opportunities by enhancing our offering of health and fitness-related products across our global network of studios. Examples of product categories include footwear and apparel, prepared meal plans, nutrition and supplements and wearables, such as the LionHeart heart rate monitor designed exclusively for F45 Training.


 

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Franchise Model

Franchising Strategy

We utilize an attractive franchise model that has allowed us to scale our business rapidly. As of June 30, 2021, we had a global network of 2,801 Total Franchises Sold, including 1,555 Total Studios, of which 1,415 had re-opened following one or more temporary COVID-related closures. Approximately 49% of Total Franchises Sold are owned by single-unit franchisee owners, with the other 51% owned by multi-unit franchisees. As of March 31, 2021, our largest franchisee owns 24 franchises, representing approximately 1% of our Total Franchises Sold. As we pursue opportunities to develop multi-unit franchise systems with financial partners, we expect the percentage of multi-unit franchisees to increase over time.

Attractive Franchisee Return Profile

Our franchise model has the potential to generate strong returns for franchisees as a result of a relatively low initial investment and favorable operating cost structure driven by our purpose-built studio design and proprietary technology-enabled ecosystem. We believe that our scale provides us with cost advantages that allow us to offer our equipment to our franchisees for a significantly lower cost than if they were to acquire it on their own. We recommend that our franchisees typically staff one lead trainer and at least one assistant trainer during business hours. We also provide ongoing back-office support through our customer relationship management capabilities to assist with day-to-day booking and operation of the business. We believe the modest initial investment, combined with limited staffing needs, creates the potential for strong financial performance and expands the universe of potential franchisees.

Prior to the COVID-19 pandemic and based on data collected through our booking systems and the Franchise Survey, we estimate that in a normalized operating environment, a typical F45 Training franchise requires an aggregate initial investment of approximately $315,000, which includes all of the required studio equipment contained in the World Pack, and, in its third year of operation can produce an AUV of approximately $354,000, average EBITDA margins in excess of 30% and average cash-on-cash returns in excess of 33%.

Across the F45 network, we believe that many studios that have re-opened following the onset of the COVID-19 pandemic have demonstrated the ability to ramp up AUV levels. Further, we believe that many studios that have re-opened following the onset of COVID-19 have been able to return to or lower their pre COVID-19 operating costs. During the six months ended June 30, 2021, studios that were open for the full period experienced an AUV increase of approximately 27% compared to the same period in 2020.

Summary of Risks Factors

Our business is subject to numerous risks and uncertainties, including, but not limited to, the following:

 

  •  

COVID-19 and the related governmental restrictions have had, and are expected to continue to have, a material and adverse effect on our business, financial condition and results of operations.

 

  •  

If we are unable to anticipate and satisfy consumer preferences and shifting views of health and fitness and successfully develop and introduce new, innovative and updated fitness services, our business may be adversely affected.

 

  •  

The high level of competition in the health club and fitness industry could materially and adversely affect our business.

 

  •  

Our financial results are affected by the number of franchises sold and studios we open and by the operating and financial results of such studios.


 

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  •  

If we fail to identify, recruit and contract with qualified franchisees, our ability to open new franchised studios and increase our revenue could be materially adversely affected.

 

  •  

If we are unable to renew our franchise agreements with our existing franchisees, our business, results of operations and financial condition would be materially and adversely affected.

 

  •  

We have limited control with respect to the operations of our franchisees, which could have a negative impact on our business, and our franchisees are impacted by factors that are beyond our control.

 

  •  

If we fail to successfully implement our growth strategy, which includes new studio development by existing and new franchisees, our brand and ability to increase our revenue and operating profits could be materially and adversely affected.

 

  •  

If we and our franchisees are unable to identify and secure suitable sites for new franchise studios, our revenue growth rate and operating profits may be negatively impacted.

 

  •  

If we are unable to sustain pricing levels for our establishment fees, World Packs and franchise fees, our business could be adversely affected.

 

  •  

If our relations with existing or potential franchisees deteriorate, our business could be adversely affected.

 

  •  

Our business is subject to various franchise laws and regulations, and changes in such laws and regulations, or failure to comply with existing or future laws and regulations and other legal developments that impact franchising, could materially and adversely affect our business.

 

  •  

Our success depends substantially on the value of our brand.

 

  •  

Our marketing strategy relies on the use of social media platforms and any negative publicity on such social media platforms may adversely affect the public perception of our brand which in turn could have a material and adverse effect on our business, results of operations and financial condition. In addition, our use of social media platforms could subject us to fines or other penalties.

 

  •  

We and our franchisees may be unable to attract and retain members, which would materially and adversely affect our business, results of operations and financial condition.

 

  •  

We have identified three material weaknesses in our internal control over financial reporting and if our remediation of such material weaknesses is not effective, or if we fail to develop and maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable laws and regulations could be impaired.

 

  •  

If we fail to obtain and retain high-profile strategic partnership arrangements, or if the reputation of any of our partners is impaired, our business may suffer.

 

  •  

Economic, political and other risks associated with our international operations could adversely affect our profitability and international growth prospects.

 

  •  

Our planned growth could place strains on our management, employees, information systems and internal controls, which may materially and adversely impact our business.

 

  •  

Acquisitions may expose us to significant risks and additional costs.

 

  •  

Any inability to successfully integrate acquisitions, or realize their anticipated benefits, could have a material adverse effect on us.

 

  •  

We depend upon third-party licenses for the use of music to supplement our workouts and workout tutorials. An adverse change to, loss of or claim that we or our franchisees do not hold necessary licenses may have an adverse effect on our business, results of operations and financial condition.


 

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  •  

We require our franchisees to secure certain music licenses to use music in our studios and to supplement our workouts. Any failure to secure such licenses or comply with the terms and conditions of such licenses may lead to third party claims or lawsuits and/or have an adverse effect on our business.

 

  •  

Our intellectual property rights, including trademarks and trade names, may be infringed, misappropriated or challenged by others.

 

  •  

We and our franchisees rely heavily on information systems, and any material failure, interruption or weakness in these systems may prevent us from effectively operating our business and damage our reputation.

 

  •  

Our dependence on a limited number of suppliers for equipment and certain products and services could result in disruptions to our business and could materially and adversely affect our revenue and gross profit.

 

  •  

We may be unable to generate sufficient cash flow to satisfy our debt service obligations, which would adversely affect our results of operations and financial condition.

 

  •  

Our current major stockholders will continue to have significant control over us after this offering, which could limit your ability to influence the outcome of matters subject to stockholder approval, including a change of control.

 

  •  

We and our franchisees could be subject to claims related to health and safety risks to members that arise at our studios.

Investing in our common stock involves substantial risk. You should carefully consider all of the information set forth in this prospectus and, in particular, the information in the section entitled “Risk Factors” beginning on page 24 of this prospectus prior to making an investment in our common stock. These risks could, among other things, prevent us from successfully executing our strategies and could have a material adverse effect on our business, results of operations and financial condition.

Our Corporate Information

We were originally incorporated in Delaware in March 2019 under the name “Flyhalf Holdings Inc.” We were formed by MWIG in connection with its acquisition of a minority interest in us, as discussed below. On March 15, 2019, in connection with the consummation of the MWIG Transaction, we changed our name to “F45 Training Holdings Inc.”

Our principal executive offices are located at 801 Barton Springs Road, 9th Floor, Austin, TX 78704 and our telephone number is (737) 787-1955. Our website address is www.f45training.com. The information contained on or accessible through our website is not part of this prospectus or the registration statement of which this prospectus forms a part, nor is it incorporated by reference herein, and potential investors should not rely on such information in making a decision to purchase our common stock in this offering.

Principal Stockholders

Our principal stockholders include:

 

  •  

Adam Gilchrist (25.4% post-offering), our Co-Founder, President and Chief Executive Officer;

 

  •  

MWIG (28.6% post offering), a special purpose private investment fund vehicle led by FOD Capital LLC, a family office investment fund, and Mark Wahlberg, which acquired a minority investment in us in March 2019 through an acquisition of our convertible preferred stock;


 

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  •  

Entities affiliated with KLIM (11.4% post offering), a global investment manager; and

 

  •  

Funds affiliated with L1 Capital (7.1% post offering), a global investment manager.

The beneficial ownership percentages reflected above assumes the conversion of our convertible preferred stock into 27,368,102 shares of common stock, and the conversion of our convertible notes into 14,847,066 shares of common stock.

Implications of Being an Emerging Growth Company and Smaller Reporting Company

We qualify as an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As an emerging growth company, we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable generally to public companies that are not emerging growth companies, including:

 

  •  

presenting only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations disclosure;

 

  •  

reduced disclosure about our executive compensation arrangements;

 

  •  

exemption from the requirements to hold non-binding shareholder advisory votes on executive compensation or golden parachute arrangements;

 

  •  

extended transition periods for complying with new or revised accounting standards;

 

  •  

exemption from the auditor attestation requirement in the assessment of our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act; and

 

  •  

exemption from complying with any requirement that may be adopted by the Public Company Accounting Oversight Board, or the PCAOB, regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis).

We may take advantage of these exemptions up until the last day of the fiscal year following the fifth anniversary of this offering or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company at the start of the first fiscal year after we have more than $1.07 billion in annual gross revenue, at the end of any fiscal year in which the market value of our common stock held by non-affiliates exceeded $700 million as of the end of the second quarter of that fiscal year (and we have been a public company for at least 12 months and have filed at least one annual report on Form 10-K) or the date on which we have, during the previous three-year period, issued more than $1 billion of non-convertible debt securities. We may choose to take advantage of some, but not all, of the available exemptions. We have taken advantage of certain reduced reporting obligations in this prospectus. Further, pursuant to Section 107 of the JOBS Act, as an emerging growth company, we have elected to use the extended transition period for complying with new or revised accounting standards until those standards would otherwise apply to private companies.


 

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We are also a “smaller reporting company” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, or the Exchange Act. We may continue to be a smaller reporting company even after we are no longer an emerging growth company. We may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as our voting and non-voting common stock held by non-affiliates is less than $250 million measured on the last business day of our second fiscal quarter, or our annual revenue is less than $100.0 million during the most recently completed fiscal year and our voting and non-voting common stock held by non-affiliates is less than $700.0 million measured on the last business day of our second fiscal quarter.

Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold stock, and our financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective dates for new or revised accounting standards that are applicable to public companies. See “Risk Factors—Risks Related to Our Common Stock and This Offering—We are an “emerging growth company” and a “smaller reporting company.” As a result of the reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies, our common stock may be less attractive to investors.”

Summary Organizational Chart

The following diagram depicts our current corporate structure:

 

LOGO


 

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The Offering

 

Common stock offered by us

18,750,000 shares

 

Common stock offered by the selling
stockholder

1,562,500 shares

 

Option to purchase additional shares of
common stock granted by us and the selling stockholder

3,046,875 shares

 

Common stock to be outstanding immediately
after this offering

90,246,682 shares (or 90,871,682 shares if the underwriters exercise in full their option to purchase additional shares).

 

Indication of Interest

One or more funds affiliated with Caledonia have indicated an interest in purchasing $100.0 million in shares of our common stock in this offering at the initial public offering price. Because this indication of interest is not a binding agreement or commitment to purchase, one or more funds affiliated with Caledonia could determine to purchase more, less or no shares in the offering or the underwriters could determine to sell more, less or no shares to one or more funds affiliated with Caledonia. The underwriters will receive the same discount on any of our shares of common stock purchased by one or more funds affiliated with Caledonia as they will from any other shares of the common stock sold in this offering.

 

Use of proceeds

We estimate that we will receive net proceeds of approximately $275.9 million (or approximately $285.2 million if the underwriters exercise in full their option to purchase additional shares), based on an assumed initial public offering price of $16.00 per share, the midpoint of the estimated offering price range set forth on the cover page of this prospectus, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. We will not receive any proceeds from the sale of common stock by the selling stockholder.

 

 

We intend to use the net proceeds we receive from this offering (i) to repay indebtedness, (ii) to pay the purchase price for our acquisition of certain assets of the Flywheel indoor cycling studio business, (iii) to pay cash bonuses to


 

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certain of our employees, including certain of our executive officers, in connection with this offering, (iv) to pay expenses incurred in connection with this offering and (v) for working capital and general corporate purposes. See “Use of Proceeds.”

 

Dividend policy

We have no present intention to pay cash dividends on our common stock. Any determination to pay dividends to holders of our common stock will be at the discretion of our board of directors and will depend upon many factors, including our financial condition, results of operations, projections, liquidity, earnings, legal requirements, restrictions in our debt agreements and other factors that our board of directors deems relevant. See “Dividend Policy.”

 

Risk factors

Investing in our common stock involves a high degree of risk. You should carefully read and consider the information set forth under “Risk Factors” beginning on page 24 and all other information in this prospectus before investing in our common stock.

 

Conflicts of Interest

Affiliates of J.P. Morgan Securities LLC are lenders under the Term Facility and Revolving Facility. As described in the section entitled “Use of Proceeds,” a portion of the net proceeds from this offering will be used to repay borrowings under the Term Facility and Revolving Facility. Because we expect that more than 5% of the proceeds of this offering will be received by affiliates of J.P. Morgan Securities LLC, each of which is a lender under the Term Facility and Revolving Facility, this offering is being conducted in compliance with Rule 5121, as administered by the Financial Industry Regulatory Authority, or FINRA. Goldman Sachs & Co. LLC has agreed to act as the “qualified independent underwriter” with respect to this offering and has performed due diligence investigations and participated in the preparation of this registration statement. See the section entitled “Underwriting (Conflicts of Interest)—Conflicts of Interest.”

 

Listing

We have applied to have our common stock approved for listing on the New York Stock Exchange, or the NYSE, under the symbol “FXLV.”

 

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The number of shares of our common stock to be outstanding immediately after this offering is based on 90,246,682 shares of common stock outstanding as of June 30, 2021 and excludes                  (i) shares that will become available for future issuance under the F45 Training Holdings Inc. 2021 Equity Incentive Plan, or the 2021 Plan, upon the effectiveness of the registration statement of which this prospectus forms a part (which includes 3,590,900 shares of our common stock issuable upon the settlement of restricted stock units, or RSUs, and 263,684 shares of our common stock issuable upon the exercise of stock options to be granted in connection with this offering under the 2021 Plan to certain of our employees (including certain executive officers), with the stock options to have an exercise price per share equal to the initial public offering price in this offering and (ii) 2,738,648 RSUs, which were issued to Mr. Wahlberg pursuant to a promotional services agreement that we entered into in connection with the MWIG investment (see “Certain Relationships and Related Party Transactions—Promotional Agreement” for more details regarding the RSUs held by Mr. Wahlberg), which RSUs will vest in connection with offering, but not settle until 2022).

Except as otherwise indicated, all information in this prospectus reflects and assumes the following:

 

  •  

an initial public offering price of $16.00 per share, the midpoint of the estimated offering price range set forth on the cover page of this prospectus;

 

  •  

the effectiveness of our restated certificate of incorporation and restated bylaws in connection with the completion of this offering;

 

  •  

the conversion of all of our outstanding shares of convertible preferred stock into an aggregate of 27,368,102 shares of common stock upon completion of this offering;

 

  •  

the conversion of all of our outstanding convertible notes into an aggregate of 14,847,066 shares of common stock upon completion of this offering; and

 

  •  

no exercise by the underwriters of their option to purchase additional shares of our common stock in this offering.


 

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Summary Historical Consolidated Financial and Other Data

The following tables present the summary consolidated financial and other data for our business as of and for the three months ended March 31, 2021 and 2020 and the summary consolidated financial and other data for our business as of and for the years ended December 31, 2020 and 2019.

The following summary historical combined and consolidated financial information for these periods has been derived from our interim unaudited condensed consolidated financial statements as of March 31, 2021 and for the three months ended March 31, 2021 and 2020 and the audited annual consolidated financial statements as of and for the years ended December 31, 2020 and 2019 included elsewhere in this prospectus. These financial statements have been prepared in accordance with GAAP and are presented in U.S. dollars. The results of operations for the periods presented below are not necessarily indicative of the results to be expected in the future.

The information presented below should be read in conjunction with the information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the audited

annual consolidated financial statements, the unaudited interim condensed consolidated financial statements, the accompanying notes, and other financial information appearing elsewhere in this prospectus.

 

     Three Months Ended March 31,      Year Ended December 31,  
     2021      2020      2020      2019  
    

(dollars in thousands,

except share and per share information)

  

Consolidated Statements of Operations Data:

            

Revenues:

            

Franchise (Related party: $45 and $97 for the three months ended March 31, 2021 and 2020, and $340 and $883 for 2020 and 2019, respectively)

    $ 13,156      $ 13,638      $ 52,555      $ 42,897  

Equipment and merchandise (Related party: $0 for the three months ended March 31, 2021 and 2020, and $116 and $122 for 2020 and 2019, respectively)

      5,035        11,204        29,758        49,793  
  

 

 

     

 

 

     

 

 

     

 

 

  

Total revenues

      18,191        24,842        82,313        92,690  

Costs and operating expenses:

            

Cost of franchise revenue (Related party: $0 and $12 for the three months ended March 31, 2021 and 2020, and $0 and $140 for 2020 and 2019, respectively)

      1,214        3,184        7,937        11,310  

Cost of equipment and merchandise (Related party: $941 and $1,051 for the three months ended March 31, 2021 and 2020, and $4,067 and $2,702 for 2020 and 2019, respectively)

      3,181        6,331        21,713        26,678  

 

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     Three Months Ended March 31,     Year Ended December 31,  
     2021     2020     2020     2019  
    

(dollars in thousands,

except share and per share information)

  

Selling, general and administrative expenses

      16,828       13,991       57,827       41,126  

Forgiveness of loans to directors

      -         -         -         22,263  
  

 

 

    

 

 

    

 

 

    

 

 

  

Total costs and operating expenses

      21,223       23,506       87,477       101,377  
  

 

 

    

 

 

    

 

 

    

 

 

  

(Loss) income from operations

      (3,032 )      1,336       (5,164 )      (8,687 ) 

Loss on derivative liabilities, net

      25,505       -         8,818       -    

Interest expense, net

      8,415       378       9,399       414  

Other (income) expense, net

      291       1,681       (1,154 )      384  
  

 

 

    

 

 

    

 

 

    

 

 

  

Loss before income taxes

      (37,243 )      (723 )      (22,227 )      (9,485 ) 

(Benefit) provision for income taxes

      (398 )      10       3,062       3,117  
  

 

 

    

 

 

    

 

 

    

 

 

  

Net loss

    $ (36,845 )    $ (733 )    $ (25,289 )    $ (12,602 ) 
  

 

 

    

 

 

    

 

 

    

 

 

  

Other comprehensive income (loss)

         

Unrealized gain (loss) on interest rate swap, net of tax

      71       (850 )      (533 )      (127 ) 

Foreign currency translation adjustment, net of tax

      (32 )      1,281       92       (682 ) 
  

 

 

    

 

 

    

 

 

    

 

 

  

Comprehensive loss

    $ (36,806 )    $ (302 )    $ (25,730 )    $ (13,411 ) 
  

 

 

    

 

 

    

 

 

    

 

 

  

Net loss per share

         

Basic and diluted

    $ (1.26 )    $ (0.01 )    $ (0.50 )    $ (0.22 ) 

Weighted average shares outstanding

         

Basic and diluted

      29,281,514       58,000,000       50,434,598       58,000,000  

Pro forma net loss per share, basic and diluted(1)

    $ (0.12 )      $ (0.78 )   

Pro forma weighted average common shares outstanding, basic and diluted

      87,276,822         107,949,141    

 

(1) 

The unaudited pro forma net loss per share for the three months ended March 31, 2021 and for the year ended December 31, 2020 have been computed to give effect to: (i) the conversion of all of our outstanding shares of convertible preferred stock into an aggregate of 25,805,602 shares of our common stock upon completion of this offering, (ii) the conversion of all of the outstanding convertible notes into an aggregate of 14,847,066 shares of our common stock upon completion of this offering and the $25.5 million and $8.8 million reversal of the loss on derivative liabilities, net, respectively, from the conversion of the outstanding convertible notes for the three months ended March 31, 2021 and for the year ended December 31, 2020, (iii) incremental shares issued with proceeds used as repayment of $169.6 million of indebtedness, including repayment of our Term Facility, Revolving Facility, Subordinated Term Facility and PPP loan, the corresponding elimination of the interest expense of $8.4 million and $9.4 million, respectively, for the three months ended March 31, 2021 and for the year ended December 31, 2020, and the $9.3 million interest expense prepayment penalty incurred for the year ended December 31, 2021, (iv) $7.7 million and $40.2 million of stock-based compensation expense, respectively, that will be


 

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  recognized upon the vesting and settlement of RSUs for which the performance and market conditions will be satisfied in connection with an initial public offering for the three months ended March 31, 2021 and for the year ended December 31, 2020, (v) compensation expense of $0.3 million and $1.0 million, respectively, to be incurred in relation to the promotional services of certain nonemployees for the three months ended March 31, 2021 and for the year ended December 31, 2020, and (vi) $26.5 million from the acceleration of debt discount from convertible notes recognized in interest expense for the year ended December 31, 2020.

The following table sets forth the computation of the Company’s unaudited pro forma basic and diluted net loss per share (in thousands, except share data), including antidilutive securities that were excluded in the calculation of pro forma net loss per share:

 

     Three months ended
March 31, 2021		     Year ended
December 31, 2020		  

Numerator:

     

Net loss attributable to common stockholders, basic and diluted

    $ (36,845 )    $ (25,289 ) 

Elimination of the interest expense resulting from the payoff of the outstanding debt

      8,415       9,399  

Reversal of the loss on derivative liabilities, net, resulting from the conversion of the outstanding convertible notes

      25,505       8,818  

Interest expense prepayment penalty

      -         (9,300 ) 

Stock-based compensation expense related to RSUs and option grants(1)

      (7,692 )      (40,172 ) 

Compensation expense for promotional services

      (261 )      (1,045 ) 
  

 

 

    

 

 

  

Acceleration of debt discount on convertible notes recognized in interest expense

      -         (26,507 ) 

Pro forma net loss attributable to common shareholders, basic and diluted

    $ (10,878 )    $ (84,096 ) 

Denominator:

     

Weighted average common shares outstanding, basic and diluted

      29,281,514       50,434,598  

Adjustments:

     

Conversion of redeemable convertible preferred stock to common stock

      25,805,602       25,805,602  

Conversion of outstanding convertible notes to common stock

      14,847,066       14,847,066  

RSUs and options vested

      5,655,140       5,174,375  

Common stock issued to cover repayment of debt

      11,375,000       11,375,000  

Common stock issued related to promotional services

      312,500       312,500  
  

 

 

    

 

 

  

Pro forma weighted average common shares outstanding, basic and diluted

      87,276,822       107,949,141  

Pro forma net loss per share, basic and diluted

    $ (0.12 )    $ (0.78 ) 

Anti-dilutive securities excluded from diluted net loss per share:

     

Unvested RSUs

      806,250       1,221,094  

Unvested stock options

      131,842       197,763  

Common stock to be issued related to promotional services

      1,779,421       1,779,421  

 

  (1) 

Expense related to the vesting of RSUs and option grants made to certain employees, executives and directors in connection with the IPO.


 

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     March 31, 2021  
     Actual     Pro
forma(1)		     Pro forma
adjusted(2)		  
     (dollars in thousands)  

Consolidated Balance Sheet Data:

       

Cash and cash equivalents

    $ 25,333     $ 25,333     $ 95,625  

Total assets

      84,765       84,765       213,172  

Deferred revenue

      17,650       17,650       17,650  

Total liabilities

      363,118       284,153       114,560  

Convertible preferred stock

      98,544       -         -    

Total stockholders’ (deficit) equity

      (376,897 )      (199,388 )      65,497  

 

(1) 

The pro forma column gives effect to (i) the conversion of all of our outstanding shares of convertible preferred stock into an aggregate of 25,805,602 shares of our common stock upon completion of this offering, (ii) the conversion of all of our outstanding convertible notes into an aggregate of 14,847,066 shares of our common stock upon completion of this offering and (iii) the filing and effectiveness of our restated certificate of incorporation.

(2)

The pro forma as adjusted column gives effect to (i) the pro forma adjustments described in footnote (1) above, (ii) our receipt of estimated net proceeds from the sale and issuance of shares of our common stock in this offering, at an assumed initial public offering price of $16.00 per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, after deducting underwriting discounts and commissions and estimated offering expenses payable by us, (iii) repayment of $169.6 million of indebtedness, including repayment of our Term Facility, Revolving Facility, Subordinated Term Facility, and PPP loan, (iv) $25.0 million to pay the purchase price for our acquisition of certain assets of the Flywheel indoor cycling studio business, and (v) $5.6 million of other expenses incurred in connection with this offering and approximately $2.5 million to pay cash bonuses to certain of our employees and executive officers.

 

     Three Months Ended March 31,     Year Ended December 31,  
     2021     2020     2020     2019  
     (dollars in thousands)  

Other Data:

         

EBITDA(1)

    $ (28,176 )    $ 209     $ (10,180 )    $ (7,529 ) 

Adjusted EBITDA(1)

    $ 5,270     $ 2,614     $ 25,473     $ 30,678  

Adjusted EBITDA margin(1)

      29.0 %      10.5 %      30.9 %      33.1 % 

Same store sales growth(2)

      (21.2 )%      3.0 %      (31.2 )%      13.3 % 

Total Franchises Sold(3)

                2,247                 1,959               2,244               1,892  

Total Studios(4)

      1,487       1,242       1,437       1,140  

 

(1) 

Management believes that EBITDA, 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. EBITDA, Adjusted EBITDA and Adjusted EBITDA margin eliminate, among other items, 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.

Other companies may define Adjusted EBITDA and Adjusted EBITDA margin differently, and as a result our measures of Adjusted EBITDA and Adjusted EBITDA margin may not be directly comparable to those of other companies. Although we use EBITDA, Adjusted EBITDA and Adjusted EBITDA margin as financial measures to assess the performance of our business, such use is limited because these measures do not include certain material costs necessary to operate our business. EBITDA, 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. Our presentation of EBITDA, Adjusted EBITDA and Adjusted EBITDA margin


 

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should not be construed as an indication that our future results will be unaffected by unusual or nonrecurring items. EBITDA, Adjusted EBITDA and Adjusted EBITDA margin have limitations as analytical tools, and you should not consider them in isolation or as a substitute for analysis of our results as reported under GAAP.

Some of these limitations are:

 

  •  

they do not reflect every cash expenditure, future requirements for capital expenditures or contractual commitments;

 

  •  

although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced or require improvements in the future, and EBITDA, Adjusted EBITDA and Adjusted EBITDA margin do not reflect any cash requirement for such replacements or improvements; and

 

  •  

they are not adjusted for all non-cash income or expense items that are reflected in our statements of cash flows

Because of these limitations, EBITDA, Adjusted EBITDA and Adjusted EBITDA margin are not intended as alternatives to net income or as indicators of our operating performance and should not be considered as measures of discretionary cash available to us to invest in the growth of our business or as measures of cash that will be available to us to meet our obligations. We compensate for these limitations by using EBITDA, Adjusted EBITDA and Adjusted EBITDA margin along with other comparative tools, together with GAAP measurements, to assist in the evaluation of operating performance. Our GAAP-based measures can be found in our consolidated financial statements and related notes included elsewhere in this prospectus.

The following table reconciles net income to EBITDA and Adjusted EBITDA:

 

    Three Months Ended March 31,     Year Ended December 31,  
        2021             2020             2020             2019      
    (dollars in thousands)  

Net loss

   $ (36,845 )    $ (733 )    $ (25,289 )    $ (12,602 ) 

Net interest expense

     8,415       378       9,399       414  

Provision for income taxes

     (398 )      10       3,062       3,117  

Depreciation and amortization

     204       228       1,090       623  

Amortization of deferred costs

     448       326       1,558       919  
 

 

 

    

 

 

    

 

 

    

 

 

  

EBITDA

   $ (28,176 )    $ 209     $ (10,180 )    $ (7,529 ) 
 

 

 

    

 

 

    

 

 

    

 

 

  

Sales tax reserve(a)

     100       503       515       322  

Transaction expenses(b)

     1,582       1,442       15,688       10,960  

Loss on derivative liability(c)

     25,505       -         8,818       -    

Certain legal costs and professional fees(d)

     2,537       430       4,741       4,440  

Development costs(e)

     1,171       -         -         -    

Forgiveness of loans to directors(f)

     -         -         -         22,263  

Recruitment(g)

     -         -         119       131  

Inventory write-off(h)

     -         -         329       -    

COVID concessions(i)

     2,482       -         5,365       -    

Relocation(j)

     69       30       78       91  
 

 

 

    

 

 

    

 

 

    

 

 

  

Adjusted EBITDA

   $ 5,270     $ 2,614     $ 25,473     $ 30,678  
 

 

 

    

 

 

    

 

 

    

 

 

  

 

  (a) 

Represents the impact of one-time sales tax liability arising from a change in timing of enforceability of certain contractual terms in arrangements with franchisees.


 

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  (b) 

Represents transaction costs incurred as a part of a reorganization and the issuance of preferred shares, including legal, tax, accounting and other professional services.

  (c)

Represents loss on derivative liability associated with convertible note.

  (d) 

Represents legal costs related to litigation activities and legal settlements.

  (e) 

Represents one time non-recurring costs incurred with launch of new brand.

  (f) 

Represents the one-time forgiveness of loans to our directors.

  (g) 

Represents one-time recruitment expense of department leaders.

  (h) 

Represents inventory written off.

  (i) 

Represents concessions made to studios impacted by COVID, including one time COVID-19 related write-offs.

  (j) 

Represents costs incurred as a part of the relocation of our corporate headquarters.

 

(2) 

Same store sales means, for any reporting period, studio-level revenue generated by a comparable base of franchise studios, which we define as Total Studios that have been operating for more than 16 months. As of March 31, 2021 and December 31, 2020, there were 1,010 and 940 studios, respectively, in our comparable base of franchise studios. We view same store sales as a helpful measure to assess performance of our franchise studios.

(3) 

Total Franchises Sold is defined as (i) the total number of signed franchise agreements in place as of any specified date for which an establishment fee has been paid and (ii) the total number of franchises committed in a multi-studio agreement in place as of such date for which an upfront payment has been made, in each case that have not been terminated, as of such date. Each new franchise is included in the number of Total Franchises Sold from the date on which such franchise first satisfies the condition in clause (i) or (ii) above, as applicable. Total Franchises Sold includes franchise arrangements in all stages of development after signing a franchise agreement, and includes franchises associated with Total Studios. Franchises are removed from Total Franchises Sold upon termination of the franchise agreement.

(4)

Total Studios is defined, as of any specified date, as the total cumulative Initial Studio Openings as of that date less cumulative permanent studio closures as of that date. We classify a studio as open as of the month in which the studio first generates monthly revenue of at least $4,500.


 

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RISK FACTORS

Investing in our common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information in this prospectus, including the consolidated financial statements and the related notes appearing elsewhere in this prospectus, before deciding whether to invest in shares of our common stock. In reviewing these risk factors, you should also consider the ongoing COVID-19 pandemic and its consequences, which implicate, and may amplify, the risks and uncertainties facing us, and their potential impact on our business, financial position and results of operations. Given the unpredictable, unprecedented, and fluid nature of the pandemic and its particular impact on our business, it may materially and adversely affect us in ways that are not anticipated by or known by us or that we do not consider to present material risk. The risks and uncertainties described below are not the only ones we face. Additional risks, events and uncertainties that we are unaware of or that we deem immaterial may also become material factors that adversely affect our business. If any of the following risks actually occur, our business, results of operations and financial condition could be materially and adversely affected. In that event, the trading price of our common stock could decline and you might lose part or all of your investment in our common stock.

Risks Related to the Ongoing COVID-19 Pandemic

The ongoing novel coronavirus COVID-19 pandemic and governmental restrictions intended to prevent its spread have had, and are expected to continue to have, a material and adverse effect on our business, financial condition and results of operations, and the nature and extent of such impact is highly uncertain and unpredictable.

On March 11, 2020, the World Health Organization designated the global outbreak of a new strain of coronavirus, COVID-19, a pandemic. The global and domestic response to the COVID-19 pandemic by both governments and businesses has been unprecedented and continues to evolve. Many countries, including the United States and Australia, have declared national emergencies and implemented preventive measures.

These responsive measures have included mandates from federal, state, provincial and/or local authorities that restrict movement and travel, such as quarantines and shelter in place requirements, and restrict or require closure of some or all commercial and business activity. These measures became more severe over time and may continue indefinitely depending on the continued evolution of the outbreak, which remains unpredictable due to the potential for resurgences in certain geographies. We or our employees, franchisees, members, suppliers and other partners have been and may continue to be prevented from conducting business and other activities in the ordinary course for an indefinite period of time, including due to shutdowns, travel restrictions, social distancing requirements, stay at home orders and advisories and other restrictions that may be suggested or mandated by governmental authorities.

Our business has been materially adversely affected by the COVID-19 pandemic and the global response. At the initial peak of the pandemic, nearly all of our studios closed due to COVID-19. While some of our studios have reopened, in some locations resurgences of the pandemic have led some state and local governments to return to stricter regulations on businesses, and certain studios that reopened have had to re-close and additional studios may again be closed in the future, pursuant to such local regulations. These ongoing restrictions have had and may continue to have a material adverse effect on the number of studios open as well as pending and future sales to franchisees. Certain governments require, and more may begin to require, stringent guidelines with respect to the operation of fitness studios, including a reduced number of class participants, increased spacing requirements between participants and restrictions on sharing gym equipment. These requirements

 

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and any associated compliance costs have had and may continue to have an adverse impact on our operations, including our franchisees’ ability to retain members.

Considerable uncertainty still surrounds the COVID-19 virus, as well as the responses taken on a local, national and global level. The pandemic may continue to be widespread, and that could accelerate or magnify one or more of the risks described above or elsewhere in this prospectus. While we expect the pandemic and related events will continue to have a negative effect on our business, the full extent and scope of the impact on our business and industry as well as on national, regional and global markets and economies is highly uncertain and cannot be predicted. Any future developments concerning COVID-19 are outside our control and cannot be accurately predicted at this time, such as the duration and spread of the pandemic, the extent and effectiveness of governmental action to contain the disease, and the impact of these and other factors on our franchisees, employees, members and suppliers. The prolonged economic disruption due to COVID-19 has had and could continue to have a material negative impact on our business, financial condition, and results of operations. For additional information on the impact of COVID-19 on our business, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Impact of the COVID-19 Pandemic.”

COVID-19 has subjected our business, operations and financial condition to a number of risks, including, but not limited to, the following:

Risks Related to Revenue.    COVID-19 has adversely impacted our revenue in a number of respects. For the year ended December 31, 2020, as compared with the same period in 2019, our revenue decreased by 11% due to temporary studio closures associated with the COVID-19 pandemic. Throughout the pandemic, some franchisees were unable to pay the required monthly franchise fees due to the temporary closure of studios, and as a result, our franchise fee revenue was reduced. In addition, due to temporary studio closures, we did not realize the anticipated benefits from our variable franchise fee structure due to the operational and financial results of our franchisees being adversely impacted by the pandemic.

Risks Related to Operations.    The COVID-19 pandemic and related shelter-in-place restrictions and other containment efforts have had and continue to have a significant impact on our operations, including mandated studio closures, stringent guidelines with respect to the operation of our studios, including reduced number of class participants, increased spacing requirements between participants and restrictions on sharing gym equipment. These requirements and any associated compliance costs have had and may continue to have an adverse impact on our operations, including our franchisees’ ability to retain members.

Risks Related to Growth.    Our growth has been and may continue to be harmed by COVID-19. A number of franchisees have ceased, and may in the future elect to cease, studio development due to the COVID-19 pandemic. In addition, we have experienced a decline in the number of new franchises sold during the COVID-19 pandemic. For example, new franchises sold decreased to 352 for the year ended December 31, 2020, from 618 for the year ended December 31, 2019. Similarly, new franchises sold decreased to 3 for the three months ended March 31, 2021, from 67 for the three months ended March 31, 2020. In addition, due to COVID-19, our studios experienced membership declines.

Risks Related to Funding.    There is no guarantee that debt financings will be available in the future to fund our obligations, or will be available on terms consistent with our expectations. Additionally, the impact of COVID-19 on the financial markets is expected to adversely impact our ability to raise funds through equity financings. We also obtained in April an approximately $2.1 million loan under the Paycheck Protection Program. While the Company believes that it qualifies for full forgiveness of the loan, the Company will withdraw its forgiveness application and repay the loan in full in the event the Company consummates this offering.

 

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Risks Related to Our Business

Risks Related to Operating in the Health Club and Fitness Industry

If we are unable to anticipate and satisfy consumer preferences and shifting views of health and fitness and successfully develop and introduce new, innovative and updated fitness services, our business may be adversely affected.

The fitness industry is highly susceptible to changes in consumer preferences. Our success depends on our ability to identify and originate trends as well as to anticipate and react to changing consumer demands in a timely manner. If we are unable to introduce new services and products in a timely manner, or before our competitors do, or our new services and products are not accepted by our customers, our growth and profitability could be negatively affected. Failure to anticipate and respond in a timely manner to changing consumer preferences could lead to, among other things, lower membership and utilization rates. Even if we are successful in anticipating consumer preferences, our ability to adequately react to and address those preferences will in part depend upon our continued ability to develop and introduce innovative, high-quality health and fitness services. Our failure to effectively introduce new health and fitness services that are accepted by consumers could result in a decrease in revenue. In addition, developments or shifts in research or public opinion on the types of workouts and products we provide could negatively impact our business. Failure to predict and respond to changes in public opinion, public research and consumer preferences could materially and adversely impact our business.

The high level of competition in the health club and fitness industry could materially and adversely affect our business.

We operate in a highly competitive market, with multiple industry segments competing for consumers’ share of the wallet allocated to fitness spend. While we operate specifically within the studio fitness category, we consider companies in the following key industry segments as potential competition: other studio fitness concepts; full-service health clubs; racquet, tennis, country and other athletic clubs; value-focused health clubs; and at-home fitness offerings, including digital fitness content. We also compete for qualified franchisees, management, fitness training professionals and other personnel. Our franchisees also compete for qualified fitness trainers. We may not be able to compete effectively in the regions in which we currently operate or those in which we may operate in the future. Competitors may attempt to copy our business model, or portions thereof, which could erode our market share and brand recognition and impair our growth rate and profitability. Competitors, including companies that are larger and have greater resources than us, may compete with us to attract members and qualified fitness trainers in our regions. Other studio fitness concepts may lower their prices or create lower-priced brand alternatives within our markets. Furthermore, due to the increased number of low-cost studio fitness alternatives, we may face increased competition if our membership pricing increases or if discretionary spending declines. In addition, as we expand into new markets, we may face competitive challenges penetrating those markets due to, among other factors, competitors who may already have a significant presence in those markets, consumer unfamiliarity with our brand and our own unfamiliarity with the health and fitness market in such regions. Current and future competition may limit our and our franchisees’ ability to attract new members and retain existing members, may limit our ability to attract and retain new and existing franchisees and may hinder our franchisees’ ability to attract and retain qualified fitness trainers, which in each case could materially and adversely affect our business, results of operations and financial condition.

The continued growth of on-demand fitness classes could adversely affect our business, results of operations and financial condition.

At home on-demand fitness classes offer the benefit of a user-selected workout at home where users have the ability to vary the types of workouts they do on a daily basis, if desired. Many

 

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on-demand fitness classes can also be live streamed, allowing real-time interactions, including coaching cues from the class instructor. As the availability and variety of on-demand fitness classes (including live streaming classes) continue to grow, our members’ preferences may shift away from the in-studio experience, which is central to our business model, to at-home on-demand classes. Millennials, who represent one of the largest, most active demographic groups, in particular, may exhibit a shift in preference to on-demand fitness classes as they enter new life phases, such as parenthood, and, as a result, find new constraints placed on their free time. As such, on-demand workouts may become better suited for their lifestyles. In addition, the COVID-19 pandemic has accelerated the growth of and demand for at-home fitness classes, which may extend beyond the pandemic. If we fail to timely identify and effectively respond to any such shift in consumer preference, our business, results of operations and financial condition could be adversely affected.

We rely on consumer discretionary spending, which may be adversely affected by economic downturns and other macroeconomic conditions or trends.

Our business and results of operations are subject to global economic conditions and their impact on consumer discretionary spending. Some of the factors that may negatively influence consumer spending include high levels of unemployment, higher consumer debt levels, reductions in net worth, declines in asset values and related market uncertainty, home foreclosures and reductions in home values, fluctuating interest rates and credit availability, fluctuating fuel and other energy costs, fluctuating commodity prices, and general uncertainty regarding the overall future of the political and economic environment. Consumer purchases of discretionary items, such as memberships and workout packs at our studios, generally decline during periods of economic uncertainty, when disposable income is reduced or when there is a reduction in consumer confidence. If consumer purchases of memberships and workout packs at our studios decline, our franchise fee revenue may be adversely affected. In addition, during an economic downturn, existing franchisees may elect not to renew their franchise agreements with us, and prospective franchisees may opt not to enter into a franchise agreement with us, each of which could have a material and adverse effect on our business, results of operations and financial condition.

We and our franchisees may be unable to attract and retain members, which would materially and adversely affect our business, results of operations and financial condition.

The success of our business depends on our and our franchisees’ ability to attract and retain members. Our and our franchisees’ marketing efforts may not be successful in attracting members to studios, and membership levels may materially decline over time, especially at studios in operation for an extended period of time. Members may cancel their memberships at any time after giving proper advance written notice, subject to an initial minimum term applicable to certain memberships. Our franchisees may also cancel or suspend memberships if a member fails to provide payment for an extended period of time. In addition, we experience attrition and we and our franchisees must continually engage existing members and attract new members in order to maintain membership levels. It is possible that a portion of our member base may not regularly use our studios and may cancel their memberships. Some of the factors that could lead to a decline in membership levels include, among other factors:

 

  •  

changing desires and behaviors of consumers or their perception of our brand;

 

  •  

government shutdowns, social distancing requirements, stay at home orders and advisories or any other restrictions or suggestions adopted my governmental authorities;

 

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changes in discretionary spending trends;

 

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market maturity or saturation;

 

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a decline in our ability to deliver quality service at a competitive price;

 

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a failure to introduce new features, products or services that members find engaging;

 

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the introduction of new products or services, or changes to existing products and services, that are not favorably received;

 

  •  

technical or other problems that affect the member experience;

 

  •  

an increase in monthly membership dues due to inflation;

 

  •  

direct and indirect competition in our industry;

 

  •  

a decline in the public’s interest in health and fitness; and

 

  •  

a general deterioration of economic conditions or a change in consumer spending preferences or buying trends.

In order to increase membership levels, our franchisees may from time to time offer promotions or lower monthly dues or annual fees. If our franchisees are not successful in optimizing pricing or finding other ways to add memberships in new and existing studios, our membership levels may decrease, and in turn growth in monthly membership dues or annual fees may suffer, which will have an increasing impact on our financial results as we continue to move to a percentage of gross monthly studio revenue based franchise fee model. Any decrease in our average dues or fees or higher membership costs may materially and adversely impact our results of operations and financial condition. Additionally, further expansion into international markets may create new challenges in attracting and retaining members that we may not successfully address, as these markets carry unique risks as discussed below. As a result of these factors, we cannot be certain that our membership levels will be adequate to maintain or permit the expansion of our operations. A decline in membership levels would have an adverse effect on our business, results of operations and financial condition.

Risks Related to Our Franchisee Business Model and Strategy

Our financial results are affected by the number of franchises sold and studios we open and by the operating and financial results of such studios, which impact will become more significant as we continue to implement a variable franchise fee structure.

Under the terms of our franchise agreements, each of our franchisees is required to pay us an establishment fee upon signing a new franchise agreement, and monthly franchise and related fees throughout the term of the franchise agreement. A substantial portion of our revenue comes from such fees. For the years ended December 31, 2019 and 2020, we derived 46.3% and 63.8% of our revenue, respectively, from franchise revenue. As a result, our financial results depend on the number of franchises sold and number of studios. If we are unable to sell new franchises that eventually open studios, or renew existing franchise agreements, our financial results would be adversely affected.

Prior to July 2019, our monthly franchise fees were generally a flat monthly fee. Since then, we have transitioned our model in the United States for new franchisees to a franchise fee based on the greater of a fixed monthly franchise fee or a percentage of gross monthly studio revenue. In select markets outside of the United States, and for renewals of existing franchisees in the United States, we are in the process of developing a strategy for transitioning to a similar model. There can be no assurance that we will be successful in implementing this model with new franchisees or in transitioning existing franchisees to this model in our markets. We anticipate that monthly franchise fee payments by our franchisees, whether in the form of a flat fee or variable fee, will continue to represent a substantial portion of our revenue in the future. Accordingly, we are reliant on the performance of our franchisees in successfully operating their studios and generating sufficient revenue to enable them to pay monthly franchise fees and other fees to us on a timely basis. If our franchisees are not successful in operating their studios, they may not be able to pay required monthly franchise fees to us, which

 

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could harm our operating results through reduced franchise fee revenue. Throughout the COVID-19 pandemic, some franchisees have been unable to pay the required monthly franchise fees due to the temporary closure of studios, and as a result, our franchise fee revenue has been reduced. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Impact of the COVID-19 Pandemic.” As we continue to implement the variable franchise fee structure, our financial results will become even more dependent on the operational and financial results of our franchisees. Further, such shift in franchise fee structure will likely result in greater variability in our results from year to year and from quarter to quarter because our franchise fee revenue will be directly impacted by the sales performance of our franchisees. As a result, as this structure continues to be implemented, we expect period-to-period comparisons of our operating results to be less reliable as an indication of our performance for any future period.

If we fail to identify, recruit and contract with qualified franchisees, our ability to open new franchised studios and increase our revenue could be materially and adversely affected.

The opening of additional franchised studios depends, in part, upon the availability of prospective franchisees who meet our criteria. We may not be able to identify, recruit or contract with suitable franchisees in our target markets on a timely basis or at all. Although we have developed criteria to evaluate and screen prospective franchisees, our franchisees may not ultimately have the business acumen or be able to access the financial or management resources that they need to open and successfully operate the studios contemplated by their franchise agreements with us. Franchisees have ceased, and may in the future elect to cease, studio development for other reasons, including the COVID-19 pandemic and applicable franchise laws may limit our ability to terminate or modify these franchise agreements. For example, we experienced a significant decrease in new franchises sold for the year ended December 31, 2020 and the three months ended March 31, 2021, in each case as compared to the respective comparative period, due to the COVID-19 pandemic. If we are unable to recruit suitable franchisees or if franchisees are unable or unwilling to open new studios as planned, our growth may be slower than anticipated, which could materially and adversely affect our ability to increase our revenue and materially and adversely affect our business, results of operations and financial condition.

If we are unable to renew our franchise agreements with our existing franchisees, our business, results of operations and financial condition would be materially and adversely affected.

Our business and results of operations depend on maintaining franchise agreements with our existing franchisees. Our typical franchise agreement has an initial five-year term. Upon the expiration of the initial term, we or the franchisee may, or may not, elect to renew the franchise agreement. Whether or not a franchise agreement is renewed is contingent on:

 

  •  

the franchisee’s execution of the then-current form of franchise agreement, which may include increased or different franchise fee revenue, marketing fees and other fees and costs;

 

  •  

the satisfaction of certain conditions, including re-equipment and remodeling of the studio and other requirements;

 

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the payment of a renewal fee; and

 

  •  

other conditions which are outside our control, including those that impact our franchisees, such as economic conditions, their financial situation, the success of their studio, their other commitments and their ability to renew their studio lease on acceptable terms or to find a suitable alternative location.

Our franchisees’ ability to negotiate favorable terms on an expiring lease or to negotiate favorable terms on leases with renewal options, or conversely for a suitable alternative location, could depend on conditions in the real estate market, competition for desirable properties and our franchisees’ relationships with current and prospective landlords or may depend on other factors that are not within our or our franchisees’ control. As of December 31, 2020, the initial franchise term in respect of 129

 

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and 353 franchise studios will expire during the remainder of 2021 and 2022, respectively. If we are unable to renew our franchise agreements in respect of such studios or a significant portion thereof, our business, results of operations and financial condition would be materially and adversely affected.

The timing of the opening of franchises sold may differ materially from historical experience, and the number of new franchised studios that actually open in the future may differ materially from the number of signed commitments we currently have or anticipate from existing and new franchisees.

As of December 31, 2020, a significant number of franchises sold did not yet have operating studios. Generally, each new studio will open approximately nine months after we have signed the franchise agreement with the franchisee outside of the period of the COVID-19 pandemic. The timing of the opening of each new studio, however, is subject to many factors outside of our control, including those discussed below in “We have grown rapidly in recent years and have limited operating experience at our current scale of operations. If we fail to successfully implement our growth strategy, which includes new studio development by existing and new franchisees, our brand and ability to increase our revenue and operating profits could be materially and adversely affected,” and accordingly the timing of the opening of new studios may differ materially from historical experience. Further, as we continue to expand our business into new international markets, the risks our franchisees may face in such markets, such as political and economic instability, local laws and regulations and inadequate brand infrastructure, may result in longer periods for opening new studios.

A portion of our franchises sold may not ultimately open as new franchised studios. Approximately 0.2% and 3.0% of the franchises sold at the beginning of the period in the years ended December 31, 2019 and December 31, 2020, respectively, were subsequently terminated. The historic conversion rate of signed commitments to new franchised studios may not be indicative of the conversion rates we will experience in the future and the total number of new studios actually opened in the future may differ materially from the number of signed commitments disclosed at any point in time. To the extent our franchisees are unable to open new studios as we anticipate, we will not realize the revenue growth that we expect. Our failure to add a significant number of new studios would adversely affect our ability to increase our revenue and income from operations.

We have limited control with respect to the operations of our franchisees, which could have a negative impact on our business, and our franchisees are impacted by factors that are beyond our control.

Franchisees are independent business operators and are not our employees, and we do not exercise control over the day-to-day operations of their studios. We provide training and support to franchisees, and set and monitor operational standards, but the quality of franchised studios may be diminished by any number of factors beyond our control. Franchisees may not successfully operate studios in a manner consistent with our standards and requirements, including those relating to our marketing strategy, applicable laws or regulations, or may not hire and train qualified trainers and other personnel. Further, we cannot be certain that our franchisees will have the business acumen or financial resources necessary to operate successful franchises in their approved locations. Applicable state franchise laws may limit our ability to terminate or modify franchise agreements with non-complying or unsuccessful franchisees. If franchisees do not operate to our expectations or if consumers have negative perceptions or experiences with our franchised studios, our image and reputation, and the image and reputation of other franchisees, may suffer materially and system-wide membership could decline significantly, which could reduce our franchise fees and other revenue.

As small business owners, some of our franchisees may be negatively and disproportionately impacted by capital requirements, negative economic conditions, including the COVID-19 pandemic,

 

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recession, inflation and increased unemployment levels, or other issues. Furthermore, franchisees’ business obligations may not be limited to the operation of our studios, making them subject to business and financial risks unrelated to the operation of our studios. These unrelated risks, and the effect of decreased consumer confidence or changes in consumer behavior, could materially harm our franchisees’ financial condition, which would cause our franchise fees and other revenue to decline and materially and adversely affect our business, results of operations and financial condition as a result.

Moreover, disputes with franchisees could damage our brand image and reputation and our relationships with our franchisees, generally.

The success of our business strategy depends on our ability to effectively manage and support our franchise system.

We operate under a nearly 100% franchise model. As such, the success of our business strategy depends on our franchise network, which requires ongoing support and oversight from us, including comprehensive training on membership marketing and day-to-day operations, business support systems, marketing support, management information systems and support with other systems and procedures. Failure to provide our franchisees with adequate training, support and resources could materially and adversely affect both our new and existing franchisees, as well as cause disputes between us and our franchisees. Any of the foregoing could materially and adversely affect our business, results of operations and financial condition.

We have grown rapidly in recent years and have limited operating experience at our current scale of operations. If we fail to successfully implement our growth strategy, which includes new studio development by existing and new franchisees, our brand and ability to increase our revenue and operating profits could be materially and adversely affected.

We have expanded our operations rapidly and have limited operating experience at our current size. For example, we sold some of our first franchises to members of our original studio, and opened nearly 200 studios over the following 30 months. In less than eight years, we have scaled our global footprint to 2,801 Total Franchises Sold in 63 countries, including 1,555 Total Studios, of which 1,415 had re-opened following closures due to the COVID-19 pandemic, as of June 30, 2021. In addition, we have increased our employee headcount as our operations have expanded, and we expect headcount growth to continue for the foreseeable future. Our growth strategy relies substantially upon new studio openings by existing and new franchisees, and we are continuously seeking to identify target markets where we can enter or expand, taking into account numerous factors such as the location of our current studios, demographics and traffic patterns. Our franchisees face many challenges in opening new studios, including:

 

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availability and cost of financing;

 

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selection and availability of suitable studio locations;

 

  •  

competition for studio sites;

 

  •  

negotiation of acceptable lease and financing terms;

 

  •  

securing required domestic or foreign governmental permits and approvals, including zoning approvals;

 

  •  

health and fitness trends in new geographic regions and acceptance of our offerings;

 

  •  

employment, training and retention of qualified personnel in local markets;

 

  •  

ability to open new studios during the timeframes we and our franchisees expect;

 

  •  

the general legal and regulatory landscape in which their studios operate;

 

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  •  

actual or perceived threats to public health due to the COVID-19 pandemic;

 

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determining and setting appropriate membership fees to ensure the success of their studios; and

 

  •  

general economic and business conditions.

In particular, because new studio development is funded entirely by franchisee investment, our growth strategy is dependent on our franchisees’ (or prospective franchisees’) ability to access funds to finance such development. Franchisees of new studios may have difficulty securing adequate financing, particularly while the COVID-19 pandemic continues to persist, as well as in new markets, where there may be a lack of adequate history and brand familiarity. If our franchisees or prospective franchisees are not able to obtain financing at commercially reasonable rates, or at all, they may be unwilling or unable to invest in the development of new studios, and our future growth could be materially and adversely affected.

In addition, our franchisees’ ability to successfully open and operate new studios in new or existing markets may be adversely affected by a lack of awareness or acceptance of our brand, as well as a lack of existing marketing efforts and operational execution in these new markets. To the extent that we are unable to implement effective marketing and promotional programs and foster recognition and affinity for our brand in new markets, our franchisees’ new studios may not perform as expected, and our growth may be significantly delayed or impaired. In addition, new studios may not be successful or our average studio membership sales may not increase at historical rates, which could materially and adversely affect our business, results of operations and financial condition.

If we and our franchisees are unable to identify and secure suitable sites for new franchise studios, our revenue growth rate and operating profits may be negatively impacted.

To successfully expand our business, we, along with our franchisees, must identify and secure sites for new franchise studios that meet our established criteria. In addition to finding sites with the right demographic and other measures we employ in our selection process, we also evaluate the penetration of our competitors in the market. We and our franchisees face significant competition for sites that meet our criteria, and as a result we and our franchisees may lose those sites, our competitors could copy our format or our franchisees could be forced to pay significantly higher lease payments for those sites. If we and our franchisees are unable to identify and secure sites for new studios in suitable locations, our revenue growth rate and operating profits may be negatively impacted. Additionally, if our or our franchisees’ analysis of the suitability of a studio site is incorrect, our franchisees may not be able to recover the capital investment in developing and building the new studio and in turn may not be able to pay required royalties to us.

As we increase our number of studios, our franchisees may also open studios in higher-cost geographies, which could entail greater lease payments and construction costs, among others. The higher level of invested capital at these studios may require higher operating margins and higher net income per studio to produce the level of return our franchisees and potential franchisees expect. Failure to provide this level of return could materially and adversely affect our business, results of operations and financial condition.

Opening new studios in close proximity may negatively impact our existing studios’ revenue and profitability.

As of June 30, 2021, we had 2,801 Total Franchises Sold in 63 countries, and we plan to open many new studios in the future, some of which will be in existing markets. We intend to continue opening new franchise studios in our existing markets as part of our growth strategy, some of which

 

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may be located in close proximity to studios already in those markets. Opening new studios in close proximity to existing studios may attract some memberships away from those existing studios, which may lead to diminished revenue and profitability for us and our franchisees rather than increased market share, especially as we continue to move to a percentage of gross monthly studio revenue based franchise fee model. In addition, as a result of new studios opening in existing markets and because older studios will represent an increasing proportion of our studio base over time, our same store sales increases may be lower in future periods than they have been historically.

Our franchisees may incur rising costs related to construction of new studios and maintenance of existing studios, which could materially and adversely affect the attractiveness of our franchise model, and in turn our business, results of operations and financial condition.

Our studios require both upfront and ongoing investments, including periodic remodeling and equipment replacement. If our franchisees’ costs are greater than expected, franchisees may not achieve their expected targeted return. In addition, increased costs may result in lower profits to the franchisees, which may cause them to terminate their franchise agreement or make it harder for us to attract new franchisees, which in turn could materially and adversely affect our business, results of operations and financial condition.

In addition, if a franchisee is unwilling or unable to acquire the necessary financing to invest in the maintenance and upkeep of its studios, including periodic remodeling and replacement of equipment, the quality of its studios could deteriorate, which may have a negative impact on our brand image and our ability to attract and maintain members, which in turn may have a negative impact on our business, results of operations and financial condition.

If we are unable to sustain pricing levels for our establishment fees, World Pack and franchise fees, our business could be adversely affected.

If we are unable to sustain pricing levels for our establishment fees, World Pack and franchise fees, whether due to competitive pressure or otherwise, our revenue and operating profit could be significantly reduced. Further, our decisions around the development of new ancillary products and services are grounded in assumptions about eventual pricing levels. If there is price compression in the market after these decisions are made, it could have a negative effect on our business.

If our relations with existing or potential franchisees deteriorate, our business could be adversely affected.

Our growth depends on maintaining good relations with our franchisees. Franchisees, as independent business operators, may from time to time disagree with us and our strategies regarding the business or our interpretation of our respective rights and obligations under our franchise agreements, including with respect to alleged breaches of contract or wrongful termination under the franchise arrangements. Disagreement may lead to disputes with our franchisees, and we expect such disputes to occur from time to time. Disputes between us and our franchisees, whether in court or otherwise, could relate to either party’s violation of its contractual obligations. We may also engage in litigation with franchisees to enforce the terms of our franchise agreements and compliance with our brand standards as we determine necessary to protect our brand, the consistency of our studios and the customer experience or to enforce our contractual indemnification rights if we are brought into a matter involving a third party due to the franchisee’s alleged acts or omissions. In addition, we may be subject to claims by our franchisees relating to our franchise disclosure document, or FDD, including claims based on financial information contained in our FDD. Furthermore, existing and future franchise-related legislation could subject us to additional litigation risk in the event we terminate or fail to renew a franchise relationship. Unfavorable judgments or settlements relating to franchisee disputes could

 

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result in monetary or injunctive relief against us, including the voiding of non-compete, territorial exclusivity or other development-related provisions upon which we rely. Any negative outcome in such disputes could materially and adversely affect our results of operations as well as our ability to expand our franchise system and may damage our reputation and brand. To the extent that we have disputes with our franchisees, the attention, time and financial resources of our management and our franchisees will be diverted from the operation of our business, which could have a material adverse effect on our business, results of operations, financial condition and cash flows. Even our success in franchisee disputes could damage our franchisees’ finances or operations, or our relationships with them or our ability to attract new franchisees.

Our business is subject to various franchise laws and regulations, and changes in such laws and regulations, or failure to comply with existing or future laws and regulations, and other legal developments that impact franchising could materially and adversely affect our business.

As a franchised business, we are subject to the FTC Franchise Rule, which is a trade regulation imposed on franchising promulgated by the FTC that regulates the offer and sale of franchises in the United States and that requires us to provide to all prospective franchisees certain mandatory disclosure in an FDD. In addition, we are subject to state franchise registration and disclosure laws in a number of states that regulate the offer and sale of franchises by requiring us, unless otherwise exempt, to register our franchise offering in those states prior to our making any offer or sale of a franchise in those states and to provide an FDD to prospective franchisees in accordance with such laws. We are also subject to franchise registration and disclosure laws in other countries in which we operate, including Australia, Canada, China, France, French Polynesia, Indonesia, Malaysia, Mexico, New Caledonia, Russia, South Africa, South Korea, Spain, Taiwan and the United States, that regulate the offer and sale of franchises by requiring us, unless otherwise exempt, to register a franchise disclosure document in a prescribed format and to provide that franchise disclosure document to prospective franchisees, in accordance with such laws, and that regulate certain aspects of the franchise relationship. We are currently subject to similar laws in other countries in which we currently offer franchises, and we may also become subject to laws in additional countries in the future. We are not currently, and in the past we have not been, in compliance with certain applicable franchise registration and disclosure laws in certain jurisdictions. Further, as we expand into new markets outside of our more significant markets of Australia, New Zealand, Canada, the United States, the United Kingdom and Singapore, we may have limited knowledge of local franchise laws and regulations and may take time to apprise ourselves of such laws and regulations. Failure to comply with applicable franchise registration and disclosure laws may result in a franchisee’s right to rescind its franchise agreement and damages, pursuant to the terms of its franchise agreement, and may result in investigations or actions from federal, state or local franchise authorities, civil fines or penalties and stop orders, among other remedies.

We are also subject to franchise relationship laws in a number of jurisdictions that regulate many aspects of the franchise relationship including, depending upon the jurisdiction, renewals and terminations of franchise agreements, franchise transfers, the applicable law and venue in which franchise disputes may be resolved, discrimination and franchisees’ right to associate, among others. Our failure to comply with such franchise relationship laws could result in fines, damages and our inability to enforce franchise agreements where we have violated such laws. Any non-compliance on our part could result in liability to franchisees and regulatory authorities, inability to enforce our franchise agreements and a reduction in our anticipated franchise fee revenue, which in turn may materially and adversely affect our business and results of operations.

We and our franchisees are also subject to the U.S. Fair Labor Standards Act of 1938, as amended, and various other laws in the United States, Canada, Australia and other foreign jurisdictions governing such matters as minimum-wage requirements, overtime and other working conditions. A

 

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number of our franchisees’ employees may be paid at rates related to the U.S. federal or state minimum wage, and the U.S. federal and/or state minimum wage may increase. Any increases in labor costs might result in our franchisees inadequately staffing studios. In addition, such increases in labor costs and other changes in labor laws could affect studio performance and quality of service, decrease franchise fee revenue and adversely affect our brand.

We and our franchisees’ operations and properties are subject to extensive federal, international, state, provincial and local laws and regulations, including those relating to environmental, building and zoning requirements. Failure to comply with these legal requirements could result in, among other things, revocation of required licenses, administrative enforcement actions, fines and civil and criminal liability, which could materially and adversely affect our business.

We and our franchisees are responsible for compliance with applicable laws that regulate the relationship between studios and their members. Many jurisdictions have consumer protection regulations that may limit the collection of membership dues or fees prior to opening, require certain disclosures of pricing information, mandate the maximum length of contracts and “cooling off” periods for members (after the purchase of a membership), set escrow and bond requirements for studios, govern member rights in the event of a member relocation or disability, provide for specific member rights when a studio closes or relocates, or preclude automatic membership renewals. Our franchisees’ failure to comply fully with these rules or requirements may subject us or our franchisees to fines, penalties, damages and civil liability, or result in membership contracts being void or voidable. In addition, any changes to such laws or in their interpretation could individually or in the aggregate cause us to change or limit our business practices, which may make our business model less attractive to our franchisees or our members.

Uncertainty in the law with respect to the assignment of liabilities in the franchise business model could adversely impact our profitability.

One of the legal foundations fundamental to the franchise business model has been that, absent special circumstances, a franchisor is generally not responsible for the acts, omissions, or liabilities of its franchisees, whether with respect to the franchisees’ employees or otherwise. In the last several years, this principle has been the subject of differing and inconsistent interpretations at the National Labor Relations Board and in the courts, and the question of whether a franchisor can be held liable for the actions or liabilities of a franchisee under a vicarious liability theory, sometimes called “joint employer,” has become highly fact dependent and generally uncertain. A determination that we are a “joint employer” with our franchisees or that our franchisees are part of one unified system subject to joint and several liability could subject us and/or our franchisees to liability for employment-related and other liabilities of our franchisees and could cause us to incur other costs that have a material adverse effect on our results of operations. Additionally, in certain jurisdictions, including Australia, we may be liable if our franchisees fail to comply with employment and work health safety legislation. Any finding that we are liable for such non-compliance could adversely affect our business, results of operations and financial condition.

We are subject to a variety of additional risks associated with our franchisees.

Our franchise business model subjects us to all of the risks described above and a number of other risks, any one of which may impact our franchise fee revenue collected from our franchisees, may harm the goodwill associated with our brand and may materially and adversely impact our business and results of operations. Additional risks include the following:

Franchisee litigation; effects of regulatory efforts.    We and our franchisees are subject to a variety of litigation risks, including, but not limited to, member claims, personal injury or wrongful death

 

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claims, vicarious liability claims, litigation with or involving our relationship with franchisees, litigation alleging that the franchisees are our employees or that we are the co-employer of our franchisees’ employees, employee allegations against the franchisee or us of improper termination, sexual harassment or hostile work environment allegations, discrimination or employee classification, landlord/tenant disputes and intellectual property claims, among others. Each of these claims may increase costs, reduce the execution of new franchise agreements and affect the scope and terms of insurance or indemnifications we and our franchisees may have. In addition, we and our franchisees are subject to various regulatory efforts to enforce employment laws, such as efforts to categorize franchisors as the co-employers of their franchisees’ employees, legislation to categorize individual franchised businesses as large employers for the purposes of various employment benefits, and other legislation or regulations that may have a disproportionate impact on franchisors and/or franchised businesses. Any of these changes could impose greater costs and regulatory burdens on franchising and negatively affect our ability to sell new franchises.

Franchisee insurance.    Our franchise agreements require each franchisee to maintain certain insurance types and levels of coverage. Losses arising from certain extraordinary hazards, however, may not be covered, and insurance may not be available (or may be available only at prohibitively expensive rates) with respect to many other risks, or franchisees may fail to procure the required insurance. Moreover, any loss incurred could exceed policy limits and policy payments made to franchisees may not be made on a timely basis. Any such loss or delay in payment could have a material adverse effect on a franchisee’s ability to satisfy its obligations under its franchise agreement or other contractual obligations, which could cause a franchisee to terminate its franchise agreement and, in turn, negatively affect our operating and financial results.

Franchise agreements and franchisee relationships.    Our franchisees develop and operate their studios under terms set forth in our franchise agreements. These agreements give rise to long-term relationships that involve a complex set of mutual obligations and mutual cooperation. We have a standard agreement that we typically use with our franchisees, but various franchisees have negotiated specific terms in these agreements. Furthermore, we may from time to time negotiate terms of our franchise agreements with individual franchisees or groups of franchisees. We seek to have positive relationships with our franchisees, based in part on our common understanding of our mutual rights and obligations under our agreements, to enable both the franchisees’ business and our business to be successful. However, we and our franchisees may not always maintain a positive relationship or always interpret our agreements in the same way. Our failure to have positive relationships with our franchisees could individually or in the aggregate (including as a result of franchisees forming an independent association of franchisees) cause us to change or limit our business practices, which may make our business model less attractive to our franchisees or our members.

While revenue from franchisees are not concentrated among one party or a small number of parties, the success of our business does depend in large part on our ability to maintain contractual relationships with franchisees in profitable studios. A typical franchise agreement has a five-year term. As of December 31, 2020, our largest franchisee group accounted for approximately 1% of our franchisees sold. If we fail to maintain or renew our contractual relationships on acceptable terms, or if one or more of these significant franchisees were to become insolvent or otherwise were unwilling to pay amounts due to us, our business, reputation, results of operations and financial condition could be materially and adversely affected.

Franchise agreement termination.    Each franchise agreement is subject to termination by us, as the franchisor, in the event of a default, generally after expiration of applicable cure periods, although, under certain circumstances, a franchise agreement may be terminated by us upon notice without an opportunity to cure. The default provisions under the franchise agreements are drafted broadly to provide that we may terminate the agreement in the event of a breach. Such breach may include,

 

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among other things, any failure by the franchisee to meet operating standards and franchisee actions that may threaten the licensed intellectual property. In some regions in which we operate, a franchisee may have a right to terminate its franchise agreement under certain circumstances.

Franchisee turnover.    There can be no guarantee of the retention in the future of any franchisees, including the top performing franchisees, or that we will maintain the ability to attract, retain and motivate sufficient numbers of franchisees of the same caliber. The quality of existing franchisee operations may be diminished by factors beyond our control, including franchisees’ failure or inability to hire or retain qualified managers and other personnel. Training of managers and other personnel may be inadequate. These and other such negative factors could materially and adversely affect our business.

Bankruptcy of franchisees.    A franchisee bankruptcy could have a substantial negative impact on our ability to collect payments due under such franchisee’s franchise agreement(s). In a franchisee bankruptcy, the bankruptcy trustee may reject its franchise agreement(s), development area(s) and/or franchisee lease/sublease pursuant to Section 365 under the U.S. bankruptcy code or similar laws in other countries, in which case there would be no further franchise fee payments from such franchisee, and we may not ultimately recover those payments in a bankruptcy proceeding of such franchisee in connection with a damage claim resulting from such rejection.

Franchisee changes in control.    Our franchises are operated by independent business owners. Although we have the right to approve franchise owners, and any transferees, it can be difficult to predict in advance whether a particular franchise owner will be successful. If an individual franchise owner is unable to successfully establish, manage and operate the studio, the performance and quality of service of the studio could be adversely affected, which could reduce memberships and negatively affect our franchise fee revenue and brand image. Although our agreements prohibit “changes in control” of a franchisee without our prior consent as the franchisor, a franchise owner may desire to transfer a studio to a transferee franchisee. In addition, our franchise agreements in several regions, including the United States, provide that in the event of the death or disability of a franchisee (if a natural person) or a principal of a franchisee entity, the executors and representatives of the franchisee are required to transfer the relevant franchise agreements to a successor franchisee approved by the franchisor. In any transfer situation, the transferee may not be able to perform the former franchisee’s obligations under the franchise agreement and successfully operate the applicable studio. In such a case, the performance and quality of service of such studio could be adversely affected, which could also reduce memberships and negatively affect our franchise fee revenue and brand image.

Some of our franchisees are operating entities.    Franchisees may be natural persons or legal entities. Our franchisees that are operating companies (as opposed to limited purpose entities) are subject to business, credit, financial and other risks, which may be unrelated to the operation of their studios. These unrelated risks could materially and adversely affect a franchisee that is an operating company and its ability to service its members and maintain studio operations while making franchise fee payments, which in turn may materially and adversely affect our business and results of operations.

Risks Related to our Brand and Strategy

Our success depends substantially on the value of our brand.

Our success is dependent in large part upon our ability to maintain and enhance the value of our brand, including our studio members’ connection to our brand. Brand value can be severely damaged even by isolated incidents, particularly if the incidents receive considerable negative publicity or result in litigation. Our reliance on social media as a marketing strategy makes us particularly susceptible to widespread negative publicity.

 

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Incidents which could damage our brand may relate to our policies, the way we manage our relationships with our franchisees, our growth strategies, our development efforts or the ordinary course of our or our franchisees’ businesses. Other incidents that could be damaging to our brand may arise from events that are or may be beyond our control, such as:

 

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actions taken (or not taken) by one or more franchisees or their employees relating to health (including responses to the COVID-19 pandemic), safety, welfare or otherwise;

 

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data security breaches or fraudulent activities associated with our and our franchisees’ electronic payment systems;

 

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litigation and legal claims;

 

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third-party misappropriation, dilution or infringement or other violation of our intellectual property;

 

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illegal activity targeted at us or others; or

 

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conduct by individuals affiliated with us which could violate ethical standards or otherwise harm the reputation of our brand.

Consumer demand for our studios and our brand’s value could diminish significantly if any such incidents or other matters erode consumer confidence in us or our studios, which would likely result in fewer memberships sold or renewed. If studio memberships decline, prospective franchisees may not open new studios, existing franchisees may not renew their franchise agreements and studio sales may decline, all of which would lower franchise fee revenue, which in turn could materially and adversely affect our business, results of operations and financial condition.

Our marketing strategy relies on the use of social media platforms and any negative publicity on such social media platforms may adversely affect the public perception of our brand which in turn could have a material and adverse effect on our business, results of operations and financial condition and the market price of shares of our common stock. In addition, our use of social media could subject us to fines or other penalties.

We rely on social media marketing, through Instagram, YouTube and Facebook, as a means to engage with our existing members as well as attract new members. Existing and new members alike interact with the brand both organically, through posts by the F45 Training community, as well as through dedicated F45 Training social media accounts. While the use of social media platforms allows us access to a broad audience of consumers and other interested persons, our use of, and reliance on, social media as a key marketing tool exposes us to significant risk of widespread negative publicity. Social media users generally have the ability to post information to social media platforms without filters or checks on accuracy of the content posted. Information concerning us or our brand may be posted on such platforms at any time. Such information may be adverse to our interests or may be inaccurate, each of which can harm our reputation and value of our brand. The harm may be immediate without affording us an opportunity for redress or correction. In addition, social media platforms provide users with access to such a broad audience that collective action against our studios, such as boycotts, can be more easily organized. If such actions were organized, we could suffer reputational damage as well as physical damage to our studios. Social media platforms may be used to attack us, our information security systems and our reputation, including through use of spam, spyware, ransomware, phishing and social engineering, viruses, worms, malware, distributed denial of service attacks, password attacks, “Man in the Middle” attacks, cybersquatting, impersonation of employees or officers, abuse of comments and message boards, fake reviews, doxing and swatting. As such, the dissemination of information on social media platforms and other online platforms could materially and adversely affect our business, results of operations and financial condition, regardless of the information’s accuracy.

 

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In addition, our use of social media platforms as a marketing tool could also subject us to fines or other penalties. As laws and regulations, including those from the Federal Trade Commission, or FTC, and enforcement rapidly evolve to govern the use of these platforms, the failure by us, our employees, our franchisees or third parties acting at our direction to abide by applicable laws and regulations in the use of these platforms could materially and adversely impact our and our franchisees’ business, results of operations and financial condition or subject us to fines or other penalties.

If we fail to obtain and retain high-profile strategic partnership arrangements, or if the reputation of any of our partners is impaired, our business may suffer.

A principal component of our marketing program has been to collaborate with high-profile marketing partners, such as Mark Wahlberg, to help us extend the reach of our brand. We have entered into partnerships with several additional high profile individuals. Although we have collaborated with several well-known partners in this manner, we may not be able to attract and collaborate with new marketing partners in the future, including those who we are in current discussions with. In addition, if the actions of our partners were to damage their or our reputation, our partnerships may be less attractive to our current or prospective members. These relationships are also dependent on a positive working relationship between us and our partners. If a dispute arises between us and any of our partners, or if the relationship becomes damaged, the partnership may not be successful and could threaten our ability to continue entering into successful high-profile collaborations in the future. Further, we invest part of our marketing spend to attract these high-profile partners, and we anticipate that securing such partnerships will require significant equity grants, as is contemplated by partnerships that we are currently pursuing. Even after such significant investment, these partnerships may prove ineffective and fail to extend the reach of our brand. They may also have varying effects, if any, on the perception of the brand. Any of these failures by us or our partners could materially and adversely affect our business and revenue.

Our ability to continue to expand our ancillary product offerings is uncertain, and these new business lines are subject to risks.

 

We currently plan to continue the long-term growth of our business by, in part, capitalizing on member engagement by enhancing our offering of health and fitness related-related products, such as footwear and apparel, prepared meal plans, nutrition and supplements, and wearables, such as our patented LionHeart heart rate monitor, across our global network of studios. Because all of these offerings are currently in the planning stages or relatively new, it is difficult for us to anticipate the level of sales they may generate. Further, the market for such products is highly saturated and subject to consumer preferences, which may change from time to time. Certain product offerings, like prepared meals, nutrition and supplements, are also subject to unique risks like contamination and food-borne illnesses, and require certain food safety programs and compliance with food and health regulatory regimes. Such risks and added compliance could have a material impact on our business. There is no guarantee that our members will embrace our expanded ancillary product offerings or that we will be able to execute this growth strategy.

 

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Risks Related to Intellectual Property

We depend upon third-party licenses for the use of music to supplement our workouts and workout tutorials. An adverse change to, loss of, or claim that we or our franchisees do not hold necessary licenses may have an adverse effect on our business, results of operations and financial condition.

We use music to supplement our workouts. To secure the rights to use music to supplement our workouts and workout tutorials, we or our franchisees generally must obtain licenses from rights holders such as record labels, music publishers, performing rights organizations, collecting societies, artists and other copyright owners or their agents.

The process of obtaining licenses involves identifying and negotiating with many rights holders, some of whom are unknown or difficult to identify, and implicates a myriad of complex and evolving legal issues across many jurisdictions, including open questions of law as to when and whether particular licenses are needed and by whom. Rights holders also may attempt to take advantage of their market power to seek onerous financial terms from us. Our relationship with certain rights holders may deteriorate. Artists and/or artist groups may object and may exert public or private pressure on rights holders to discontinue or to modify license terms. Additionally, there is a risk that aspiring rights holders, their agents, or legislative or regulatory bodies will create or attempt to create new rights that could require us to enter into new license agreements with, and pay royalties to, newly defined groups of rights holders, some of which may be difficult or impossible to identify.

We require our franchisees to secure certain music licenses to use music in our studios and to supplement our workouts. Any failure to secure such licenses or to comply with the terms and conditions of such licenses may lead to third party claims or lawsuits and/or have an adverse effect on our business.

We or our franchisees generally need to obtain public performance licenses for the use of musical compositions in our studios and to supplement our workouts. In the United States, public performance rights for musical compositions are secured from music publishers, individual artists, or, more typically, through intermediaries known as performing rights organizations, or PROs, which (a) issue blanket licenses to copyright users for the public performance of compositions in their repertory, (b) collect royalties under those licenses, and (c) distribute such royalties to copyright owners. We require our franchisees to enter into and maintain requisite licenses for their use of musical compositions with our workouts from the appropriate PROs. We currently do not maintain such licenses. The royalty rates available from PROs today may not be available in the future. Licenses provided by two PROs, ASCAP and BMI, currently are governed by consent decrees, which were agreements between each of the two PROs, on the one hand, and by the U.S. Department of Justice, on the other hand, in an effort to curb anti-competitive conduct. Removal of, or changes to the terms or interpretation of, these agreements, could affect our franchisees’ ability to obtain licenses from these PROs on current and/or otherwise favorable terms, which could harm our business, results of operations and financial condition.

Additionally, licenses with PROs and collecting societies may not provide full coverage for performance of all of the musical compositions which we use in our studios in the countries in which we operate or which we may operate in the future. Some publishers, songwriters and other rights holders choose not to be represented by PROs or collecting societies, adversely affecting our ability to secure licensing arrangements for musical compositions that such rights holders own or control.

 

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In addition to public performance licenses, we generally may need to obtain additional music licenses in connection with the musical ‘daily mixes’ that we share with our franchisees. Any failure to obtain such licenses or to comply with the terms and conditions of such licenses may lead to third party claims or lawsuits and/or have an adverse effect on our business.

In addition to the licenses secured by our franchisees, we generally may need to obtain additional licenses from rights holders of musical compositions and sound recordings, which may include individual artists, record labels, PROs and/or music publishers and administrators. We note that we cannot compel any such rights holders to license their music to us, and the licenses we are able to obtain may not cover every right that we need. We also note that identifying all rights holders for a given musical work can be challenging and, given the high level of content concentration in the music industry, the market power of a few licensors and the lack of transparent ownership information for compositions and sound recordings, we may be unable to license a large amount of music or the music of certain popular artists, which could harm our business, results of operations and financial condition.

We received a demand letter alleging possible infringement of certain compositions and recordings from Universal Music Group, with whom we have entered into a tolling agreement and have ongoing discussions. We have previously received demand letters from the Australasian Performing Right Association and the Australian Mechanical Copyright Owners-Society, or APRA AMCOS, and the Phonographic Performance Company of Australia Ltd., or the PPCA, and entered into licensing arrangements with these rights holders. There can be no assurance that we will not have to go through a similar process with other rights holders. Further, there can be no assurance that any licensing arrangements entered into with APPRA AMCOS, PPCA or any other rights holder will address or eliminate potential liability for prior infringements or violations of rights.

Although we seek to comply with the statutory, regulatory and judicial frameworks with respect to the use of music in our studios and to supplement our workouts and workout tutorials, we cannot guarantee that we or our franchisees currently hold, or will always hold, every necessary right to use all of the music that is used in connection with our workouts and workout tutorials, and we cannot assure you that neither we nor our franchisees are infringing or violating any third-party intellectual property rights or that we or our franchisees will not do so in the future.

These challenges, and others concerning the use of music in connection with our workouts and workout tutorials, may subject us to significant music royalty payments and significant liability for copyright infringement, breach of contract or other claims, which may materially and adversely affect our business.

Our intellectual property rights, including patents, trademarks and trade names, may be infringed, misappropriated or challenged by others.

Our brand and related intellectual property are important to our continued success. We seek to protect our patents, trademarks, trade names, copyrights and other intellectual property by exercising our rights under applicable state, provincial, federal and international laws. Policing unauthorized use and other violations of our intellectual property rights is difficult and the steps we take may not prevent misappropriation, infringement or other violations of our intellectual property. In November 2019, we filed a statement of claim against BodyFit Training Company Pty Ltd. in Federal Court of Australia, New South Wales, for infringement of our technology patents. BodyFit Training Company Pty Ltd filed a counter claim to invalidate certain of our patents. We also filed in September 2020, a complaint against BodyFit Training USA Inc. in United States District Court for the District of Delaware for patent infringement. If we are unable to successfully protect such patents or our other intellectual property rights for any reason, or if any third party (including BodyFit Training or its affiliates) misappropriates, dilutes or infringes our intellectual property, the value of our brand may be harmed, which could have

 

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an adverse effect on our business, results of operations and financial condition. Any damage to our reputation could cause membership levels to decline or make it more difficult to attract new members.

We may also from time to time be required to initiate litigation, as is the case with BodyFit Training and its affiliates to enforce our patents, trademarks, service marks and other intellectual property. Third parties may also assert that we have infringed, misappropriated or otherwise violated their intellectual property rights, which could lead to litigation against us. Litigation is inherently uncertain and could divert the attention of management, result in substantial costs and diversion of resources and negatively affect our membership sales and profitability regardless of whether we are able to successfully enforce or defend our rights.

We face risks, such as unforeseen costs and potential liability in connection with content we produce, license and distribute through our content delivery platform.

As a producer and distributor of content, we face potential liability for negligence, copyright and trademark infringement, or other claims based on the nature and content of materials that we produce, license and distribute. We also may face potential liability for content used in promoting our studios and workouts, including marketing materials. We may decide to remove content from our workouts, not to place certain content in our studios, or to discontinue or alter our production of certain types of content if we believe such content might not be well received by our members or could be damaging to our brand and business.

To the extent we do not accurately anticipate costs or mitigate risks, including for content that we obtain but ultimately does not appear on or is removed from our studios, or if we become liable for content we produce, license or distribute, our business may suffer. Litigation to defend these claims could be costly and the expenses and damages arising from any liability could harm our results of operations. We may not be indemnified against claims or costs of these types and we may not have insurance coverage for these types of claims, which may materially and adversely affect our business.

Risks Related to Technology and Privacy

We and our franchisees rely heavily on information systems, and any material failure, interruption or weakness may prevent us from effectively operating our business and damage our reputation.

We and our franchisees increasingly rely on information systems, including our technology-enabled platform through which we distribute workouts to our global franchisee base, point-of-sale processing systems and other information systems managed by third parties, to interact with our franchisees and members, book workouts and collect, maintain and store member information, billing information and other personally identifiable information, including for the operation of studios, collection of cash, legal and regulatory compliance, management of our supply chain, accounting, staffing, payment of obligations, ACH transactions, credit and debit card transactions and other processes and procedures. Our and our franchisees’ ability to efficiently and effectively manage our respective businesses depends significantly on the reliability and capacity of these systems, and any potential failure of third parties to provide quality uninterrupted service is beyond our control.

Our and our franchisees’ operations depend upon our ability, and the ability of our franchisees and third-party service providers (as well as their third-party service providers), to protect our computer equipment and systems against damage from physical theft, fire, power loss, telecommunications failure or other catastrophic events, as well as from internal and external security breaches, viruses, denial-of-service attacks and other disruptions. The failure of these systems to operate effectively, stemming from maintenance problems, upgrading or transitioning to new platforms, expanding our

 

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systems as we grow, a breach in security or other unanticipated problems, could result in interruptions to or delays in our business and member service and reduce efficiency in our operations. In addition, the implementation of technology changes and upgrades to maintain current and integrate new systems may also cause service interruptions, operational delays due to the learning curve associated with using a new system, transaction processing errors and system conversion delays and may cause us to fail to comply with applicable laws. If our information systems, or those of our franchisees and third-party service providers (as well as their third-party service providers), fail and our or our partners’ third-party back-up or disaster recovery plans are not adequate to address such failures, our revenue and profits could be reduced and the reputation of our brand and our business could be materially and adversely affected.

The failure to successfully implement our new enterprise resource planning, or ERP, system could adversely impact our business and results of operations.

We are currently in the process of implementing a new ERP system to handle the business and financial processes within our operations and corporate functions. The ERP system is a system of integrated applications used to manage our business and automate many functions related to financial reporting, human resources and other services. We expect the implementation to be completed in 2021. ERP implementations are complex and time-consuming projects that require transformations of business and finance processes, and any such transformations involve risks inherent in conversion to a new system. These risks include loss of information, the compromise of data integrity and control systems and the potential disruption to our normal business operations and financial reporting processes. The implementation process may be disruptive if the ERP system does not work as planned or if we experience issues relating to the implementation. We also may need to hire consultants or additional personnel for the implementation and post-implementation activities, which can continue for multiple years.

Following implementation of the ERP system, we may experience periodic or prolonged disruption to its financial functions arising out of the system conversion, general use of the system, other periodic upgrades or updates, or other external factors that are outside of our control. Additionally, if the ERP system does not operate as intended, the effectiveness of our internal control over financial reporting could be adversely affected and our ability to assess those controls adequately could be delayed. If we experience interruptions in service or operational difficulties as a result of the implementation, and are unable to effectively manage our business during or following the implementation of the ERP system, our business, financial condition and results of operations could be harmed.

If we or our franchisees fail to properly maintain the confidentiality and integrity of our data, our reputation and business could be materially and adversely affected.

In the ordinary course of business, we and our franchisees transmit and collect studio member and employee data, including home address, gender, dates of birth and other highly sensitive personally identifiable information in information systems that we maintain and in those maintained by franchisees and third parties with whom we contract to provide services. We also collect personal member information through the use of our LionHeart heart rate monitors. Some of these data are sensitive and could be an attractive target of a criminal attack by malicious third parties with a wide range of motives and expertise, including lone wolves, organized criminal groups, “hacktivists,” disgruntled current or former employees and others. The integrity and protection of member and employee data are critical to us.

Despite the security measures we have in place to comply with applicable laws and rules, our facilities and systems, and those of our franchisees and third-party service providers (as well as their

 

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third-party service providers), may be vulnerable to security breaches, acts of cyber terrorism or sabotage, vandalism or theft, computer viruses, loss or corruption of data or programming or human errors or other similar events. Furthermore, the size and complexity of our information systems, and those of our franchisees and our third-party vendors (as well as their third-party service providers), make such systems potentially vulnerable to security breaches from inadvertent or intentional actions by our employees, franchisees or vendors, or from attacks by malicious third parties. Because such attacks are increasing in sophistication and change frequently in nature, we, our franchisees and our third-party service providers may be unable to anticipate these attacks or implement adequate preventative measures, and any compromise of our systems, or those of our franchisees and third-party vendors (as well as their third-party service providers), may not be discovered and remediated promptly. Changes in consumer behavior following a security breach or perceived security breach, act of cyber terrorism or sabotage, vandalism or theft, computer virus, loss or corruption of data or programming or human error or other similar event affecting a competitor, large retailer or financial institution may materially and adversely affect our business.

Additionally, the handling of personally identifiable information by our or our franchisees’ businesses is regulated at the federal, state and international levels. Federal, state and international agencies may also consider and implement from time to time new privacy and security requirements that apply to our businesses. Compliance with contractual obligations and evolving privacy and security laws, requirements and regulations may result in cost increases due to necessary systems changes, new limitations or constraints on our business models and the development of new administrative processes. They also may impose further restrictions on our handling of personally identifiable information that are housed in one or more of our or our franchisees’ databases, or those of our third-party service providers. Actual or perceived noncompliance with privacy laws or an actual or perceived security breach involving the misappropriation, loss or other unauthorized disclosure of personal, sensitive or confidential information, whether by us or by one of our franchisees or vendors, could have material adverse effects on our and our franchisees’ business, operations, brand, reputation and financial condition, including decreased revenue, material fines and penalties, litigation, increased financial processing fees, compensatory, statutory, punitive or other damages, adverse actions against our licenses to do business and injunctive relief by court or consent order. Despite our efforts, the handling of personally identifiable information may not be in compliance with applicable law, or this information could be disclosed or lost due to a hacking event or unauthorized access to our information system, or through publication or improper disclosure, any of which could affect the value of our brand.

The occurrence of cyber incidents, or a deficiency in cybersecurity, could negatively impact our business by causing a disruption to our operations, a compromise or corruption of confidential information, and/or damage to our employee and business relationships and reputation, all of which could harm our brand and our business.

We could be subject to a cyber-incident or other adverse event that threatens the confidentiality, integrity or availability of information resources, including intentional attacks or unintentional events where parties gain unauthorized access to systems to disrupt operations, corrupt data or steal confidential information about customers, franchisees, vendors and employees. A number of retailers and other companies have recently experienced serious cyber incidents and breaches of their information technology systems. As our reliance on technology has increased, so have the risks posed to our systems, both internal and those we have outsourced. The three primary risks that could directly result from the occurrence of a cyber-incident include operational interruption, damage to the relationship with members and franchisees and private data exposure, which each in turn could create additional risks and exposure.

In the ordinary course of business, we and our franchisees transmit and collect personally identifiable data regarding our members. We also maintain important internal company data, such as

 

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personally identifiable information about our employees and franchisees and information relating to our operations. Our use of personally identifiable information is regulated by foreign, federal and state laws, as well as by certain third-party agreements. As privacy and information security laws and regulations and contractual obligations with third parties evolve, we may incur additional costs to ensure that we remain in compliance with those laws and regulations and contractual obligations. If our security and information systems are compromised or if our employees or franchisees fail to comply with these laws, regulations, or contract terms, and this information is obtained by unauthorized persons or used inappropriately, it could materially and adversely affect our reputation and could disrupt our operations and result in costly litigation, judgments, or penalties arising from violations of federal and state laws and payment card industry regulations.

Under certain laws, regulations and contractual obligations, a cyber-incident could also require us to notify customers, employees or other groups of the incident or could result in adverse publicity, loss of sales and profits, or an increase in fees payable to third parties. We could also incur penalties or remediation and other costs that could materially and adversely affect the operation of our business and results of operations.

We are subject to payment processing risk.

We and our franchisees use third parties to process payments from our members for our products and services. In addition, we use third parties to process payments from our franchisees. To the extent there are disruptions in the payment processing systems that we and our franchisees use, such as delays in receiving payments from payment processors, or changes to rules or regulations concerning payment processing, our revenue and results of operations could be adversely impacted. Further, if the third party processors we and our franchisees use become unwilling or unable to continue processing payments on our or their behalf, we and our franchisees would have to find alternative methods of collecting payments, which could adversely impact member retention. In addition, from time to time, we encounter fraudulent use of payment methods, which could impact our results of operation and, if not adequately controlled and managed, could create negative consumer perceptions of our service.

Some of our products and services contain open source software, which may pose particular risks to our proprietary software, technologies, products and services in a manner that could harm our business.

We use open source software in our products and services and anticipate using open source software in the future. Some open source software licenses require those who distribute open source software as part of their own software product to publicly disclose all or part of the source code to such software product or to make available any derivative works of the open source code on unfavorable terms or at no cost. The terms of many open source licenses to which we are subject have not been interpreted by U.S. or foreign courts, and there is a risk that open source software licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to provide or distribute our products or services. Additionally, we could face claims from third parties claiming ownership of, or demanding release of, the open source software or derivative works that we developed using such software, which could include our proprietary source code, or otherwise seeking to enforce the terms of the applicable open source license. These claims could result in litigation and could require us to make our software source code freely available, purchase a costly license, or cease offering the implicated products or services unless and until we can re-engineer them to avoid infringement. This re-engineering process could require us to expend significant additional research and development resources, and we cannot guarantee that we will be successful.

Additionally, the use of certain open source software can lead to greater risks than use of third-party commercial software, as open source licensors generally do not provide warranties or

 

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controls on the origin of software. There is typically no support available for open source software, and we cannot ensure that the authors of such open source software will implement or push updates to address security risks or will not abandon further development and maintenance. Many of the risks associated with the use of open source software, such as the lack of warranties or assurances of title or performance, cannot be eliminated, and could, if not properly addressed, negatively affect our business. We have processes to help alleviate these risks, including a review process for screening requests from our developers for the use of open source software, but we cannot be sure that all open source software is identified or submitted for approval prior to use in our products and services. Any of these risks could be difficult to eliminate or manage, and, if not addressed, could have an adverse effect on our business, results of operations and financial condition.

Risks Related to Our Suppliers and Supply Chain

Our dependence on a limited number of suppliers for equipment and certain products and services could result in disruptions to our business and could materially and adversely affect our revenue and gross profit.

Equipment and certain products and services used in our studios, including our exercise equipment, components of our tech packs and point-of-sale software and hardware, are sourced from third-party suppliers. We purchase substantially all of our gym equipment from a single supplier in China. In addition, we rely on third-party suppliers to manage and maintain our websites and online membership processes. Although we believe that adequate substitutes are currently available, we depend on these third-party suppliers to operate our business efficiently and consistently meet our business requirements. The ability of these third-party suppliers to successfully provide reliable and high-quality supplies and services is subject to technical and operational uncertainties that are beyond our control, including, for our overseas suppliers, vessel availability and port delays or congestion. Any disruption to our suppliers’ operations could impact our supply chain and our ability to service our existing studios and open new studios on time or at all and thereby generate revenue. If we lose such suppliers or our suppliers encounter financial hardships unrelated to the demand for our equipment or other products or services, we may not be able to identify or enter into agreements with alternative suppliers on a timely basis on acceptable terms, if at all. Transitioning to new suppliers would be time consuming and expensive and may result in interruptions in our operations. If we should encounter delays or difficulties in securing the quantity of equipment we or our franchisees require to open new and refurbish existing studios, our suppliers encounter difficulties meeting our and our franchisees’ demands for products or services, our websites experience delays or become impaired due to errors in the third-party technology or there is a deficiency, lack or poor quality of products or services provided, or there is damage to the value of one or more of our vendors’ brands, our ability to serve our members and grow our brand would be interrupted. If any of these events occurs, it could have a material adverse effect on our business and operating results.

Increases in tariffs and trade restrictions on equipment we source from China could have an adverse impact on our business, results of operations and financial condition.

We purchase substantially all of our gym equipment from a single supplier in China. Since the beginning of 2018, there has been increasing rhetoric, in some cases coupled with legislative or executive action, from several U.S. and foreign leaders regarding tariffs against foreign imports of certain goods and materials. For example, the United States has imposed tariffs on specified products imported from China following the U.S. Trade Representative Section 301 Investigation. These tariffs have had and may have an even greater impact on the cost of our gym equipment depending on the outcome of the current trade negotiations, which have been protracted and recently resulted in increases in U.S. tariff rates on specified products from China, including our gym equipment and equipment included in our World Packs. Increases in the cost of our gym equipment, including that

 

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included in our World Packs, could have a material effect on our gross margins as we may not be able to pass such costs onto our franchisees. In addition, if trade tensions between the United States and China continue to escalate, we may experience delays or disruptions in the delivery of our gym equipment to our franchisees, which could adversely impact our business, results of operations and financial condition.

We have limited control over our suppliers, manufacturers and logistics partners, which may subject us to significant risks, including the potential inability to produce or obtain quality products on a timely basis or in sufficient quantity.

We have limited control over our suppliers, manufacturers and logistics partners, which subjects us to risks, such as the following:

 

  •  

inability to satisfy demand for our World Pack products or other products or services that we currently offer in studios or may offer in the future;

 

  •  

reduced control over delivery timing and product reliability;

 

  •  

reduced ability to monitor the manufacturing process and components used in our World Pack products and other products;

 

  •  

limited ability to develop comprehensive manufacturing specifications that take into account any materials shortages or substitutions;

 

  •  

variance in the manufacturing capability of our third-party manufacturers;

 

  •  

price increases;

 

  •  

failure of a significant supplier, manufacturer, or logistics partner to perform its obligations to us for technical, market or other reasons;

 

  •  

difficulties in establishing additional supplier, manufacturer, or logistics partner relationships if we experience difficulties with our existing suppliers, manufacturers or logistics partners;

 

  •  

shortages of materials or components;

 

  •  

misappropriation of our intellectual property;

 

  •  

exposure to natural catastrophes, political unrest, terrorism, labor disputes and economic instability resulting in the disruption of trade from foreign countries in which our World Pack products and other products are manufactured or the components thereof are sourced;

 

  •  

changes in local economic conditions in the jurisdictions where our suppliers, manufacturers and logistics partners are located;

 

  •  

the imposition of new laws and regulations, including those relating to labor conditions, quality and safety standards, imports, duties, tariffs, taxes and other charges on imports, as well as trade restrictions and restrictions on currency exchange or the transfer of funds; and

 

  •  

insufficient warranties and indemnities on components supplied to our manufacturers or performance by our partners.

Risks Related to Our Indebtedness

We may be unable to generate sufficient cash flow to satisfy our debt service obligations, which would adversely affect our results of operations and financial condition.

Our ability to make scheduled payments on, or to refinance our obligations under, our indebtedness will depend on our subsidiaries’ and our franchisees’ future operating performance and

 

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on economic, financial, competitive, legislative, regulatory and other factors. Many of these factors are beyond our control. We can provide no assurance that our business will generate sufficient cash flow from operations or that future borrowings will be available to us in an amount sufficient to enable us to satisfy our obligations under our indebtedness or to fund our other needs. In order for us to satisfy our obligations under our indebtedness, we must continue to execute our business strategy. If we are unable to do so, we may need to refinance all or a portion of our indebtedness on or before maturity. We can provide no assurance that we will be able to refinance any of our indebtedness on commercially reasonable terms or at all.

The terms of our indebtedness could adversely affect our business.

We are party to (i) a senior secured Credit Agreement, dated as of September 18, 2019, or, as amended by the First Amendment to Credit Agreement dated June 23, 2020 and the Second Amendment to Credit Agreement dated October 6, 2020, the Secured Credit Agreement, with JPMorgan Chase Bank, N.A., as Administrative Agent, Australian Security Trustee, Lender, Swingline Lender and Issuing Bank, consisting of a $7 million revolving credit facility, or the Revolving Facility, and a $35 million term loan facility, or the Term Facility, (ii) a Subordinated Credit Agreement, or the Subordinated Credit Agreement, with Alter Domus (US) LLC, as Administrative Agent and Australian Security Trustee, and the lenders party thereto, consisting of a $125.0 million term loan facility, or the Subordinated Term Facility and (iii) a Subordinated Convertible Credit Agreement, or the Convertible Credit Agreement, with certain holders party thereto, pursuant to which we issued $100.0 million of convertible notes. The Secured Credit Agreement, the Subordinated Credit Agreement and the Convertible Credit Agreement contain restrictive covenants that, among others, limit our ability to:

 

  •  

pay dividends and make distributions and repurchase stock;

 

  •  

engage in transactions with affiliates;

 

  •  

create liens;

 

  •  

incur indebtedness not under the Secured Credit Agreement;

 

  •  

engage in sale-leaseback transactions;

 

  •  

make investments;

 

  •  

make loans and guarantee obligations of other persons;

 

  •  

enter into swap agreements;

 

  •  

amend material agreements and organizational documents and enter into agreement affecting ability to pay dividends;

 

  •  

maintain or contribute to a defined employee benefit plan or arrangement that is not subject to the laws of the U.S.; and

 

  •  

sell or dispose of all or substantially all of our assets and engage in specified mergers or consolidations.

In addition, the Secured Credit Agreement and the Subordinated Credit Agreement contain certain financial covenants, including the maintenance of a consolidated total leverage ratio and a consolidated fixed charge coverage ratio. Our ability to borrow under the Revolving Facility depends on our compliance with these financial covenants. Events beyond our control, including changes in general economic and business conditions, may affect our ability to meet these financial covenants. We cannot assure you that we will meet these financial covenants in the future, or that the lenders will waive any failure to meet these financial covenants.

 

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Our obligations to the holders of our Senior Credit Agreement and Subordinated Credit Agreement are secured by a security interest in substantially all of our assets, if we default on those obligations, the holders of such indebtedness could foreclose on our assets.

Our obligations under the Secured Credit Agreement and the related transaction documents are secured on a first lien basis by a security interest in substantially all of our assets, and our obligations under the Subordinated Credit Agreement are secured on a second lien basis by a security interest in substantially all of our assets. As a result, if we default on our obligations under the Senior Credit Agreement or the Subordinated Credit Agreement, the collateral agent on behalf of the lenders could foreclose on the security interests and liquidate some or all of our assets, which would harm our business, financial condition and results of operations and could require us to reduce or cease operations and you may lose all or part of your investment.

Risks Related to Our Common Stock and This Offering

There is currently no public market for shares of our common stock and an active trading market for our common stock may never develop following this offering.

Prior to this offering, there has been no market for shares of our common stock. Although we have applied to list our common stock on the NYSE under the symbol “FXLV” an active trading market for our common stock may never develop or, if one develops, it may not be sustained following this offering. Accordingly, no assurance can be given as to the following:

 

  •  

the likelihood that an active trading market for our common stock will develop or be sustained;

 

  •  

the liquidity of any such market;

 

  •  

the ability of our stockholders to sell their shares of common stock; or

 

  •  

the price that our stockholders may obtain for their common stock.

If an active market for our common stock with meaningful trading volume does not develop or is not maintained, the market price of our common stock may decline materially below the offering price and you may not be able to sell your shares.

In addition, we currently anticipate that up to 3% of the shares of common stock offered hereby by us will, at our request, be offered to retail investors through Robinhood Financial, LLC, or Robinhood, as a selling group member, via its online brokerage platform. Robinhood is a platform that has only recently been used for initial public offerings, and there may be risks associated with the use of the Robinhood platform that we cannot foresee, including risks related to the technology and operation of the platform, and the publicity and the use of social media by users of the platform that we cannot control.

Our operating results and share price may be volatile, and the market price of our common stock after this offering may drop below the price you pay.

Our quarterly operating results are likely to fluctuate in the future as a publicly traded company. In addition, securities markets worldwide have experienced, and are likely to continue to experience, significant price and volume fluctuations. This market volatility, as well as general economic, market or political conditions, could subject the market price of our shares to wide price fluctuations regardless of our operating performance. We, the selling stockholder and the underwriters will negotiate to determine the initial public offering price. You may not be able to resell your shares at or above the initial public offering price or at all. Our operating results and the trading price of our shares may fluctuate in response to various factors, including:

 

  •  

additional impacts on our business from the COVID-19 pandemic;

 

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market conditions in the broader stock market;

 

  •  

actual or anticipated fluctuations in our quarterly financial and operating results;

 

  •  

introduction of new products or services by us or our competitors;

 

  •  

issuance of new or changed securities analysts’ reports or recommendations;

 

  •  

results of operations that vary from expectations of securities analysis and investors;

 

  •  

guidance, if any, that we provide to the public, any changes in this guidance or our failure to meet this guidance;

 

  •  

strategic actions by us or our competitors;

 

  •  

announcement by us, our competitors or our vendors of significant contracts or acquisitions;

 

  •  

sales, or anticipated sales, of large blocks of our stock;

 

  •  

additions or departures of key personnel;

 

  •  

regulatory, legal or political developments;

 

  •  

public response to press releases or other public announcements by us or third parties, including our filings with the SEC;

 

  •  

litigation and governmental investigations;

 

  •  

changing economic conditions;

 

  •  

changes in accounting principles;

 

  •  

default under agreements governing our indebtedness;

 

  •  

exchange rate fluctuations; and

 

  •  

other events or factors, including those from natural disasters, war, actors of terrorism or responses to these events.

These and other factors, many of which are beyond our control, may cause our operating results and the market price and demand for our shares to fluctuate substantially. While we believe that operating results for any particular quarter are not necessarily a meaningful indication of future results, fluctuations in our quarterly operating results could limit or prevent investors from readily selling their shares and may otherwise negatively affect the market price and liquidity of our shares. In addition, in the past, when the market price of a stock has been volatile, holders of that stock have sometimes instituted securities class action litigation against the company that issued the stock. If any of our stockholders brought a lawsuit against us, we could incur substantial costs defending the lawsuit. Such a lawsuit could also divert the time and attention of our management from our business, which could significantly harm our profitability and reputation.

Our current major stockholders will continue to have significant control over our company after this offering, which could limit your ability to influence the outcome of matters subject to stockholder approval, including a change of control.

Our current major stockholders will continue to have significant control over our company after this offering, which could limit your ability to influence the outcome of matters subject to stockholder approval, including a change of control. These stockholders, including certain of our directors and executive officers, will beneficially own approximately 72.4% of our outstanding common stock after this offering (or approximately 69.3% if the underwriters exercise in full their option to purchase additional shares of common stock). As a result, after this offering, such stockholders, if they act

 

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together, will be able to influence or control matters subject to stockholder approval, including the election of directors and the approval of mergers, acquisitions or other extraordinary transactions, and would have the ability to control the management and affairs of our company. They may have interests that differ from yours and may vote in a way with which you disagree and that may be adverse to your interests. This concentration of ownership may have the effect of delaying, preventing or deterring a change of control of our company, could deprive our stockholders of an opportunity to receive a premium for their shares of our common stock as part of a sale of our company and could affect the market price of our common stock.

We are an “emerging growth company” and a “smaller reporting company” and as a result of the reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies, our common stock may be less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act, and a “smaller reporting company,” as defined under the Exchange Act. As an emerging growth company and a smaller reporting company, we may follow reduced disclosure requirements and do not have to make all of the disclosures that public companies that are not emerging growth companies or smaller reporting companies do. We will remain an emerging growth company until the earlier of (a) the last day of the fiscal year in which we have total annual gross revenue of $1.07 billion or more; (b) the last day of the fiscal year following the fifth anniversary of the date of the completion of this offering; (c) the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years; or (d) the date on which we are deemed to be a large accelerated filer under the rules of the Securities and Exchange Commission, or SEC, which means the market value of our voting and non-voting common stock that is held by non-affiliates exceeds $700 million as of the prior June 30th (and we have been a public company for at least 12 months and have filed at least one annual report on Form 10-K). For so long as we remain an emerging growth company, we are permitted and intend to rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not emerging growth companies. These exemptions include:

 

  •  

presenting only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations disclosure;

 

  •  

reduced disclosure about our executive compensation arrangements;

 

  •  

exemption from the requirements to hold non-binding stockholder advisory votes on executive compensation or golden parachute arrangements;

 

  •  

extended transition periods for complying with new or revised accounting standards;

 

  •  

exemption from the auditor attestation requirement in the assessment of our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; and

 

  •  

exemption from complying with any requirement that may be adopted by the PCAOB, regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis).

In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This allows an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to use the extended transition period for complying with new or revised accounting standards; and as a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

We are also a “smaller reporting company,” as defined in the Exchange Act, and we will remain a smaller reporting company until the fiscal year following the determination that our voting and

 

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non-voting common stock held by non-affiliates is more than $250 million measured on the last business day of our second fiscal quarter, or our annual revenue is more than $100 million during the most recently completed fiscal year and our voting and non-voting common stock held by non-affiliates is more than $700 million measured on the last business day of our second fiscal quarter. Similar to emerging growth companies, smaller reporting companies are able to provide simplified executive compensation disclosure and have certain other reduced disclosure obligations, including, among other things, being required to provide only two years of audited financial statements and not being required to provide selected financial data, supplemental financial information or risk factors.

We may choose to take advantage of some, but not all, of the available exemptions for emerging growth companies and smaller reporting companies. We cannot predict whether investors will find our common stock less attractive if we rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our shares price may be more volatile.

The offering price per share of our common stock offered under this prospectus may not accurately reflect the value of your investment.

Prior to this offering, there has been no market for our common stock. The offering price per share of our common stock offered by this prospectus was negotiated among the selling stockholder, the underwriters and us. Factors considered in determining the price of our common stock include:

 

  •  

the history and prospects of companies whose principal business is similar;

 

  •  

market valuations of those companies;

 

  •  

our capital structure;

 

  •  

general conditions of the securities markets at the time of this offering; and

 

  •  

other factors that we and they deemed relevant.

The offering price may not accurately reflect the value of our common stock and may not be realized upon any subsequent disposition of the shares.

Participation in this offering by one or more funds affiliated with Caledonia could reduce the public float for our shares of common stock.

One or more funds affiliated with Caledonia have indicated an interest in purchasing an aggregate of up to $100.0 million in shares of our common stock in this offering at the initial public offering price. Because this indication of interest is not a binding agreement or commitment to purchase, one or more funds affiliated with Caledonia could determine to purchase more, less or no shares in this offering or the underwriters could determine to sell more, less or no shares to one or more funds affiliated with Caledonia. The underwriters will receive the same discount on any of our shares of common stock purchased by one or more funds affiliated with Caledonia as they will from any other shares of common stock sold to the public in this offering.

If one or more funds affiliated with Caledonia are allocated all or a portion of the shares in which it has indicated an interest in this offering or more, and purchase any such shares, such purchase could reduce the available public float for our shares if such entities hold these shares long term.

If securities or industry analysts do not publish research or reports about our business, if they adversely change their recommendations regarding our shares or if our results of operations do not meet their expectations, our share price and trading volume could decline.

The trading market for our shares will be influenced by the research and reports that industry or securities analysts publish about us or our business. We do not have any control over these analysts.

 

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Securities and industry analysts do not currently, and may never, publish research on us. If no securities or industry analysts commence coverage of us, the trading price of our shares would likely be negatively impacted. In the event securities or industry analysts initiated coverage, and one or more of these analysts cease coverage of us or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our share price or trading volume to decline. Moreover, if one or more of the analysts who cover us downgrade our stock, or if our results of operations do not meet their expectations, our share price could decline.

If you purchase shares of common stock in this offering, you will suffer immediate and substantial dilution of your investment.

The initial public offering price of our common stock is substantially higher than the net tangible book value per share of our common stock. Therefore, if you purchase shares of our common stock in this offering, you will pay a price per share that substantially exceeds our net tangible book value per share after this offering. Based on an assumed initial public offering price of $16.00 per share, the midpoint of the estimated price range set forth on the cover page of this prospectus, you will experience immediate dilution of $15.20 per share, representing the difference between our pro forma net tangible book value per share after giving effect to this offering and the initial public offering price. See “Dilution” for more detail.

Your percentage ownership in us may be diluted by future issuances of capital stock, which could reduce your influence over matters on which stockholders vote.

Pursuant to our certificate of incorporation and bylaws, our board of directors has the authority, without action or vote of our stockholders, to issue all or any part of our authorized but unissued shares of common stock, including shares issuable upon the exercise of options, or shares of our authorized but unissued preferred stock. Issuances of common stock or voting preferred stock would reduce your influence over matters on which our stockholders vote and, in the case of issuances of preferred stock, would likely result in your interest in us being subject to the prior rights of holders of that preferred stock.

Future sales of our common stock in the public market could cause the market price of our common stock to drop significantly, even if our business is doing well.

Sales of a substantial number of shares of our common stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our common stock. After this offering, we will have outstanding 90,246,682 shares of common stock. This includes 18,750,000 shares that we are selling in this offering, as well as the 1,562,500 shares that the selling stockholder is selling, which may be resold in the public market immediately, and assumes no exercises of outstanding options and no exercise of the underwriters’ option to purchase additional shares from us. Substantially all of the shares that are not being sold in this offering will be subject to a 180-day lock-up period provided under agreements executed in connection with this offering. These shares will, however, be able to be resold after the expiration of the lock-up agreement as described in the “Shares Eligible for Future Sale” section of this prospectus.

We also intend to file one or more registration statements on Form S-8 under the Securities Act of 1933, as amended, or the Securities Act, to register all shares of common stock that we may issue under our 2021 Plan, as well as the resale of 2,738,648 shares of common stock underlying RSUs held by Mr. Wahlberg. We expect that the initial registration statement on Form S-8 will cover 7,738,648 shares. In addition, we are party to a stockholders agreement with certain investors that provides for demand registration rights that could require us in the future to file registration statements in connection with sales of our stock by such investors. Such sales could be significant. Once we register these shares, they can be freely sold in the public market upon issuance, subject to the lock-up agreements described in the “Underwriting (Conflicts of Interest)” section of this prospectus. As restrictions on resale end, the market price of our stock could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them.

 

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Since we have no current plans to pay regular cash dividends on our common stock following this offering, you may not receive any return on investment unless you sell your common stock for a price greater than that which you paid for it.

We have never declared or paid cash dividends on our capital stock, and we do not anticipate paying any regular cash dividends on our common stock following this offering. Any decision to declare and pay dividends in the future will be made at the discretion of our board and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that our board may deem relevant. In addition, our ability to pay dividends is, and may be, limited by covenants of existing and any future outstanding indebtedness we or our subsidiaries incur. Therefore, any return on investment in our common stock is solely dependent upon the appreciation of the price of our common stock on the open market, which may not occur. See “Dividend Policy” for more detail.

Our ability to raise capital in the future may be limited.

Our business and operations may consume resources faster than we anticipate. In the future, we may need to raise additional funds through the issuance of new equity securities, debt or a combination of both. However, the lapse or waiver of the lock up restrictions discussed above or any sale or perception of a possible sale by our stockholders, and any related decline in the market price of our common stock, could impair our ability to raise capital. Separately, additional financing may not be available on favorable terms, or at all. If adequate funds are not available on acceptable terms, we may be unable to fund our capital requirements. If we issue new debt securities, the debt holders would have rights senior to common stockholders to make claims on our assets, and the terms of any debt could restrict our operations, including our ability to pay dividends on our common stock. If we issue additional equity securities, existing stockholders will experience dilution, and the new equity securities could have rights senior to those of our common stock. Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Thus, our stockholders bear the risk of our future securities offerings reducing the market price of our common stock and diluting their interest.

We are a holding company and depend on the cash flow of our subsidiaries.

We are a holding company with no material assets other than the equity interests of our subsidiaries. Our subsidiaries conduct substantially all of our operations and own substantially all of our assets and intellectual property. Consequently, our cash flow and our ability to meet our obligations and pay any future dividends to our stockholders depends upon the cash flow of our subsidiaries and their ability to make payments, directly or indirectly, to us in the form of dividends, distributions and other payments. Any inability on the part of our subsidiaries to make payments to us could have a material adverse effect on our business, results of operations and financial condition.

Our management will have broad discretion in the use of the net proceeds we receive in this offering and may not apply the proceeds in ways that increase the value of your investment.

Our management will have broad discretion in the application of the net proceeds we receive in this offering, including for any of the purposes described in the section titled “Use of Proceeds,” and you will not have the opportunity as part of your investment decision to assess whether the net proceeds are being used appropriately. Because of the number and variability of factors that will determine our use of the net proceeds from this offering, their ultimate use may vary substantially from their currently intended use. If we do not use the net proceeds that we receive in this offering effectively, our business, results of operations, financial condition and prospects could be harmed, and the market price for our common stock could decline.

 

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Risks Related to Provisions in Our Charter Documents

Provisions of our organizational documents could make an acquisition of our business more difficult and may prevent attempts by our stockholders to replace or remove our current management, even if beneficial to our stockholders.

Our amended and restated certificate of incorporation and bylaws that will be in effect on the closing of this offering will contain provisions that could make it more difficult for a third party to acquire us, even if doing so might be beneficial to our stockholders. These provisions include:

 

  •  

a classified board of directors, with members of each class serving staggered three-year terms, and the ability of stockholders to remove directors only for cause;

 

  •  

advance notice requirements for stockholder proposals and director nominations;

 

  •  

the ability of the board of directors to establish the number of directors and fill any vacancies and newly created directorships;

 

  •  

the ability of our board of directors to issue new series of, and designate the terms of, preferred stock, without stockholder approval, which could be used to, among other things, institute a rights plan that would have the effect of significantly diluting the stock ownership of a potential hostile acquirer, likely preventing acquisitions that have not been approved by our board of directors;

 

  •  

no cumulative voting in the election of directors;

 

  •  

limitations on the ability of stockholders to call special meetings and to take action by written consent; and

 

  •  

supermajority vote for stockholders to amend our amended and restated certificate of incorporation or amended and restated bylaws.

In addition, Section 203 of the DGCL may affect the ability of an “interested stockholder” to engage in certain business combinations, for a period of three years following the time that the stockholder becomes an “interested stockholder.”

Because our board of directors is responsible for appointing the members of our management team, these provisions could in turn affect any attempt to replace current members of our management team. As a result, you may lose your ability to sell your stock for a price in excess of the prevailing market price due to these protective measures, and efforts by stockholders to change the direction or management of the Company may be unsuccessful. See “Description of Capital Stock.”

Our amended and restated certificate of incorporation will provide that the Court of Chancery of the State of Delaware will be the exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

Our amended and restated certificate of incorporation which will become effective prior to the closing of this offering will provide that, unless we consent in writing to the selection of an alternative forum, the sole and exclusive forum, to the fullest extent permitted by law, for:

 

  •  

any derivative action or proceeding brought on our behalf;

 

  •  

any action asserting a claim of breach of a fiduciary duty by any of our directors, officers, employees or agents or our stockholders;

 

  •  

any action asserting a claim arising pursuant to any provision of the DGCL;

 

  •  

any action to interpret, apply, enforce or determine the validity of our amended and restated certificate of incorporation or bylaws;

 

  •  

any action asserting a claim governed by the internal affairs doctrine.

 

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shall be the Court of Chancery of the State of Delaware (or another state court or the federal court located within the State of Delaware if the Court of Chancery does not have or declines to accept jurisdiction), in all cases subject to the court’s having jurisdiction over indispensable parties named as defendants. In addition, our amended and restated certificate of incorporation provides that the federal district courts of the United States will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act but that the forum selection provision will not apply to claims brought to enforce a duty or liability created by the Exchange Act. Although we believe these provisions benefit us by providing increased consistency in the application of Delaware law for the specified types of actions and proceedings, the provisions may have the effect of discouraging lawsuits against us or our directors and officers. Alternatively, if a court were to find the choice of forum provision contained in our amended and restated certificate of incorporation and amended and restated bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, financial condition, and operating results. For example, under the Securities Act, federal courts have concurrent jurisdiction over all suits brought to enforce any duty or liability created by the Securities Act, and investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Any person or entity purchasing or otherwise acquiring any interest in our shares of capital stock shall be deemed to have notice of and consented to this exclusive forum provision, but will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder.

Risks Related to Our Global Operations

Economic, political and other risks associated with our international operations could adversely affect our profitability and international growth prospects.

As of June 30, 2021, we had 2,801 Total Franchises Sold in 63 countries around the world. Our international operations are subject to a number of risks inherent to operating in foreign countries, and any expansion of our international operations will increase the impact of these risks. These risks include, among others:

 

  •  

inadequate brand infrastructure within foreign countries to support our international activities;

 

  •  

inconsistent regulation or sudden policy changes by foreign agencies or governments;

 

  •  

the collection of royalties from foreign franchisees;

 

  •  

difficulty of enforcing contractual obligations of foreign franchisees;

 

  •  

increased costs in maintaining international franchise and marketing efforts;

 

  •  

problems entering international markets with different cultural bases and consumer preferences;

 

  •  

political and economic instability of foreign markets;

 

  •  

compliance with laws and regulations applicable to international operations, such as the Foreign Corrupt Practices Act and regulations promulgated by the Office of Foreign Asset Control;

 

  •  

actual or perceived threats to public health due to the COVID-19 pandemic;

 

  •  

fluctuations in foreign currency exchange rates; and

 

  •  

operating in new, developing or other markets in which there are significant uncertainties regarding the interpretation, application and enforceability of laws and regulations relating to contract and intellectual property rights.

As a result, new studios facing these risks in international markets may be less successful than studios in our existing markets. Further, effectively managing growth can be challenging, particularly as

 

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we continue to expand into new international markets where we must balance the need for flexibility and a degree of autonomy for local management against the need for consistency with our mission and standards.

Fluctuations in currency exchange rates could negatively impact our business.

We transact business in various currencies other than the U.S. dollar and have significant royalties and expenses denominated in currencies other than the U.S. dollar, subjecting us to currency exchange rate risks. A substantial portion of our international royalties and expenses are denominated in local currencies, including Australian dollars, euros, British pounds, Canadian dollar and Singaporean dollar, which fluctuate against the U.S. dollar. Since we derive significant royalties from our international operations, but incur the majority of our costs in the United States, the impact of foreign currency fluctuations, particularly the strengthening of the U.S. dollar, may have an asymmetric and disproportional impact on our business.

We are subject to governmental export and import controls and economic sanctions laws that could subject us to liability and impair our ability to compete in international markets.

The United States and various foreign governments have imposed controls, export license requirements and restrictions on the import or export of certain technologies. Our products may be subject to U.S. export controls, which may require submission of a product classification and annual or semi-annual reports. Compliance with applicable regulatory requirements regarding the export of our products and services may create delays in the introduction of our products and services in international markets, prevent our international members from accessing our products and services, and, in some cases, prevent the export of our products and services to some countries altogether.

Furthermore, U.S. export control laws and economic sanctions prohibit the provision of products and services to countries, governments and persons targeted by U.S. sanctions. Even though we take precautions to prevent our products from being provided to targets of U.S. sanctions, our products and services, including our firmware updates, could be provided to those targets or provided by our members. Any such provision could have negative consequences, including government investigations, penalties, reputational harm. Our failure to obtain required import or export approval for our products could harm our international and domestic sales and adversely affect our revenue.

We could be subject to future enforcement action with respect to compliance with governmental export and import controls and economic sanctions laws that result in penalties, costs and restrictions on export privileges that could have an adverse effect on our business, results of operations and financial condition.

Failure to comply with anti-corruption and anti-money laundering laws, including the Foreign Corrupt Practices Act and similar laws associated with our activities outside of the United States, could subject us to penalties and other adverse consequences.

We operate a global business and may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities. We are subject to the Foreign Corrupt Practices Act, or the FCPA, the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act, the USA PATRIOT Act, the U.K. Bribery Act and possibly other anti-bribery and anti- money laundering laws in countries in which we conduct activities. These laws that prohibit companies and their employees and third-party intermediaries from corruptly promising, authorizing, offering, or providing, directly or indirectly, improper payments or anything of value to foreign government officials, political parties and private-sector recipients for the purpose of obtaining or retaining business, directing business to any person, or securing any advantage. In addition, U.S. public companies are required to maintain records that accurately and fairly represent their transactions and have an adequate system of internal accounting controls. In many foreign countries, including countries in

 

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which we may conduct business, it may be a local custom that businesses engage in practices that are prohibited by the FCPA or other applicable laws and regulations. We face significant risks if we or any of our directors, officers, employees, agents or other partners or representatives fail to comply with these laws and governmental authorities in the United States and elsewhere could seek to impose substantial civil and/or criminal fines and penalties which could have a material adverse effect on our business, reputation, results of operations and financial condition.

Our employees, contractors and agents, and companies to which we outsource certain of our business operations, may take actions in violation of our policies or applicable law. Any such violation could have an adverse effect on our reputation, business, operating results and prospects. Any violation of the FCPA, other applicable anti-corruption laws, or anti-money laundering laws could result in whistleblower complaints, adverse media coverage, investigations, loss of export privileges, severe criminal or civil sanctions and, in the case of the FCPA, suspension or debarment from U.S. government contracts, any of which could have a materially adverse effect on our reputation, business, results of operations and prospects. In addition, responding to any enforcement action may result in a significant diversion of management’s attention and resources and significant defense costs and other professional fees.

General Risks

We have identified certain material weaknesses in our internal control over financial reporting and if our remediation of such material weaknesses is not effective, or if we fail to develop and maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable laws and regulations could be impaired.

In the course of preparing our financial statements, we identified material weaknesses in our internal control over financial reporting. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses related to a failure to properly design our financial closing and reporting process to record, review and monitor compliance with generally accepted accounting principles for transactions on a timely basis. This includes an inadequate level of precision in management’s reviews of accounting documentation and journal entries, including a lack of evidence to support that a review had been performed. In addition, a lack of segregation of duties existed in certain key financial reporting processes, including a lack of separation between the preparer and reviewer of journal entries; individual users with administrative access to the general ledger, billing and payroll systems also having access to post journal entries; and insufficient implementation of the automated approval hierarchy for invoices in our billing system to ensure reviews were being performed by the appropriate personnel. Lastly, a lack of formal documentation of policies and internal controls being followed by us existed, including, but not limited to, entity-level controls involving risk assessment procedures and conclusions, tools to prevent a cybersecurity breach and controls designed to prevent or detect fraud. We have concluded that these material weaknesses in our internal control over financial reporting occurred because, prior to this offering, we were a private company and did not have the necessary business processes, systems, personnel and related internal controls necessary to satisfy the accounting and financial reporting requirements of a public company.

We believe we have taken the necessary actions to substantially address each of the material weaknesses discussed above, and we plan to take additional steps to improve our accounting function. However, we may not be able to fully remediate these material weaknesses until it can be confirmed that such remedial measures have been operating effectively for a sufficient period of time. Further, we cannot assure you that any such actions will be sufficient to remediate the control deficiencies that led to our material weaknesses in our internal control over financial reporting or that they will prevent or

 

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avoid potential future material weaknesses. Our current controls and any new controls that we develop may become inadequate because of changes in conditions in our business. Further, weaknesses in our disclosure controls and internal control over financial reporting may be discovered in the future. Any failure to develop or maintain effective controls or any difficulties encountered in their implementation or improvement could harm our operating results or cause us to fail to meet our reporting obligations and may result in a restatement of our financial statements for prior periods.

Our independent registered public accounting firm is not required to formally attest to the effectiveness of our internal control over financial reporting until after we are no longer an “emerging growth company” as defined in the JOBS Act. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our internal control over financial reporting is documented, designed or operating. Any failure to implement and maintain effective internal control over financial reporting also could adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over financial reporting that we will eventually be required to include in our periodic reports that are filed with the SEC. Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the trading price of our common stock. In addition, if we are unable to continue to meet these requirements, we may not be able to remain listed on the NYSE.

Our planned growth could place strains on our management, employees, information systems and internal controls, which may materially and adversely impact our business.

Over the past several years, we have experienced significant growth in our business activities and operations, including an increase in the number of system-wide studios. Our past expansion has placed, and our planned future expansion may place, significant demands on our administrative, operational, financial and other resources. Any failure to manage growth effectively could seriously harm our business. To be successful, we will need to continue to implement and improve our management information systems and our operating, administrative, financial and accounting systems and controls. We will also need to train new employees and maintain close coordination among our executive, accounting, finance, legal, human resources, risk management, marketing, technology, sales and operations functions. These processes are time-consuming and expensive, increase management responsibilities and divert management attention, and we may not realize a return on our investment. In addition, we believe the culture we foster at our studios is an important contributor to our success. However, as we expand, we may have difficulty maintaining our culture or adapting it sufficiently to meet the needs of our expanded operations. These risks may be heightened as our business continues to scale. Our failure to successfully keep pace with our planned expansion of studios could materially and adversely impact our business.

We and our franchisees could be subject to claims related to health and safety risks to members that arise at our studios.

Use of our studios poses potential health and safety risks to members or guests through physical exertion and use of our services and facilities, including exercise equipment. Certain of such risks have been exacerbated as a result of COVID-19. Claims have been and in the future might be asserted against our franchisees and us for injuries suffered by or death of members or guests while exercising and using the facilities at a studio. We may not be able to successfully defend such claims, and any such claims could materially damage our brand and the public perception of our brand. We also may not be able to maintain our general liability insurance on acceptable terms in the future or maintain a level of insurance that would provide adequate coverage against such potential claims. In the past, we may not have maintained the level of general liability insurance coverage appropriate for a business of our scale, and historical claims may be brought against us. Depending upon the outcome of any such

 

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claims, whether historical or not, these matters may have a material adverse effect on our business, results of operations and financial condition.

We depend on our senior management team and other key employees, and the underperformance or loss of one or more key personnel or an inability to attract, hire, integrate and retain highly skilled personnel could have an adverse effect on our business, results of operations and financial condition.

Our success depends largely upon the continued services and performance of our senior management team and other key employees. We rely on our executives in setting our strategic direction, operating our business, identifying, recruiting and training key personnel, identifying growth opportunities and leading general and administrative functions. From time to time, there may be changes in our executive management team resulting from the hiring or departure of executives, which could disrupt our business. Our training professionals and sports scientists in our F45 Athletics Department are also imperative to our success, and we rely on them to develop safe, effective and fun workouts for our members based on our algorithm. If we are unable to attract or retain creative and experienced training professionals and sports scientists, we may not be able to generate workout content on a scale or of a quality sufficient to retain or grow our membership base. The underperformance or loss of one or more of our executive officers or other key employees, including any of our training professionals or scientists, could have a serious adverse effect on our business. The replacement of one or more of our executive officers or other key employees would involve significant time and expense and may significantly delay or prevent the achievement of our business objectives.

To continue to execute our growth strategy, we also must identify, hire and retain highly skilled personnel. We might not be successful in maintaining our corporate culture and continuing to attract and retain qualified personnel. Failure to identify, hire and retain necessary key personnel could have a material adverse effect on our business, results of operations and financial condition.

We have a limited operating history with which to evaluate and predict membership retention rates.

The majority of our members may cancel their subscriptions at any time. We have limited historical data with respect to rates of member membership renewals, so we may be unable to accurately predict customer renewal rates. Additionally, prior renewal rates may not accurately predict future member renewal rates for a variety of reasons, such as members’ dissatisfaction with our offerings and the cost of our subscriptions, macroeconomic conditions, or new offering introductions by us or our competitors. If our members do not renew their memberships, our revenue may decline and our business will suffer.

Furthermore, in the future, we may replace or modify current membership models, which could result in additional costs. It is unknown how our members will react to new membership models and whether the costs or logistics of implementing these models will adversely impact our business. If the adoption of new membership models adversely impacts our member relationships, then member retention, member growth, our business, results of operations and financial condition could be harmed.

Acquisitions may expose us to significant risks and additional costs.

Acquisitions involve risks that the businesses acquired will not perform as expected and that judgments concerning the value, strengths and weaknesses of acquired businesses will prove wrong. We may not accurately assess the value, strengths, weaknesses or potential profitability of an acquisition target, and our acquisition strategy for a particular business may prove to be unsuccessful or expose us to additional risks. We may become liable for certain unforeseen pre-acquisition liabilities of an acquired business, including, among others, tax liabilities, environmental liabilities, contingent liabilities and liabilities for employment practices, and these liabilities could be significant. In addition, an acquisition could result in the impairment of client relationships and other acquired assets such as goodwill. We may also incur costs and experience inefficiencies to the extent an acquisition expands the industries, products, markets or geographies in which we operate due to our limited exposure to

 

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and experience in a given industry, market or region. Acquisitions may require that we incur additional debt to finance the transaction, which could be substantial and limit our operating flexibility or, alternatively, acquisitions may require that we issue stock as consideration, which could dilute share ownership. Acquisitions can also involve post-transaction disputes regarding a number of matters, including a purchase price or working capital adjustment, earn-out or other contingent payments, environmental liabilities or other obligations. Any acquisition strategy will place significant demands on our management’s time, which may divert their attention from our day-to-day business operations, and may lead to significant due diligence and other expenses regardless of whether we pursue or consummate any acquisition. We may also not be able to manage our growth through acquisitions due to the number and the diversity of the businesses we acquire or for other reasons. If any of these risks were to occur, our business, financial condition and results of operations may be adversely affected.

Any inability to successfully integrate acquisitions, or realize their anticipated benefits, could have a material adverse effect on us.

Acquisitions will require that we integrate into our existing operations separate companies that historically operated independently or as part of another, larger organization, and had different systems, processes and cultures. Acquisitions may require integration of finance and administrative organizations and involve exposure to different legal and regulatory regimes in jurisdictions in which we have not previously operated.

We may not be able to successfully integrate any business we acquire, or may not be able to do so in a timely, efficient or cost-effective manner. Our inability to effectively complete the integration of new businesses on schedule and in an orderly manner could increase costs and lower profits. Risks involved with the successful integration of an acquired business include, but are not limited to:

 

  •  

diverting the attention of our management and that of the acquired business;

 

  •  

merging or linking different accounting and financial reporting systems and systems of internal controls and, in some instances, implementing new controls and procedures;

 

  •  

merging computer, technology and other information networks and systems, including enterprise resource planning systems;

 

  •  

assimilating personnel, human resources and other administrative departments and potentially contrasting corporate cultures;

 

  •  

incurring or guaranteeing additional indebtedness;

 

  •  

disrupting relationships with or losses of key clients and suppliers of our business or the acquired business;

 

  •  

interfering with, or loss of momentum in, our ongoing business or that of the acquired company;

 

  •  

failure to retain our key personnel or that of the acquired company; and

 

  •  

delays or cost-overruns in the integration process.

Our inability to manage our growth through acquisitions, including the integration process, and to realize the anticipated benefits of an acquisition could have a material adverse effect on our business, financial condition and results of operations.

Changes in legislation in U.S. and foreign taxation of international business activities or the adoption of other tax reform policies, as well as the application of such laws, could adversely impact our business, results of operations and financial condition.

Recent or future changes to U.S., UK, Australian and other foreign tax laws could impact the tax treatment of our foreign earnings. We generally conduct our international operations through wholly

 

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owned subsidiaries, branches, or representative offices and report our taxable income in various jurisdictions worldwide based upon our business operations in those jurisdictions. Further, we are in the process of implementing an international structure that aligns with our financial and operational objectives as evaluated based on our international markets, expansion plans and operational needs for headcount and physical infrastructure outside the United States. The intercompany relationships between our legal entities are subject to complex transfer pricing regulations administered by taxing authorities in various jurisdictions. Although we believe we are compliant with applicable transfer pricing and other tax laws in the United States, the United Kingdom and other relevant countries, due to changes in such laws and rules, we may have to modify our international structure in the future, which will incur costs, may increase our worldwide effective tax rate, and may adversely affect our results of operations and financial condition. In addition, significant judgment is required in evaluating our tax positions and determining our provision for income taxes.

During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. For example, our effective tax rates could be adversely affected by earnings being lower than anticipated in countries where we have lower statutory rates and higher than anticipated in countries where we have higher statutory rates, by changes in foreign currency exchange rates, or by changes in the relevant tax, accounting and other laws, regulations, principles and interpretations. As we operate in numerous taxing jurisdictions, the application of tax laws can be subject to diverging and sometimes conflicting interpretations by tax authorities of these jurisdictions. It is not uncommon for taxing authorities in different countries to have conflicting views with respect to, among other things, the manner in which the arm’s-length standard is applied for transfer pricing purposes, or with respect to the valuation of intellectual property.

If U.S., UK, Australian or other foreign tax laws further change, if our current or future structures and arrangements are challenged by a taxing authority, or if we are unable to appropriately adapt the manner in which we operate our business, we may have to undertake further costly modifications to our international structure and our tax liabilities and operating results may be adversely affected.

We are subject to obligations to collect and remit sales tax and other taxes, and we may be subject to additional obligations in other jurisdictions or to tax liability for past sales, which could adversely harm our business.

State and local jurisdictions have differing rules and regulations governing sales, use, value added and other taxes, and these rules and regulations are subject to varying interpretations that may change over time. In particular, the applicability of such taxes to our trainings in various jurisdictions is unclear. While we do not believe we are currently required to collect and remit sales or similar taxes on our equipment in any jurisdiction in which we are not already collecting such tax, we could face the possibility of tax assessments and audits. A successful assertion that we should be collecting sales, use, value added or other taxes on our equipment in those jurisdictions where we do not do so or have not historically done so, or that we have not collected the correct amount with respect to past taxes, could result in substantial tax liabilities and related penalties for past sales, discourage customers from purchasing our services or otherwise harm our business, results of operations and financial condition.

Our business is subject to the risk of earthquakes, fire, power outages, floods and other catastrophic events, and to interruption by manmade problems such as terrorism.

Our headquarters is in Austin, Texas, and we have two additional global offices in Paddington, Australia and London, England. Our business is vulnerable to damage or interruption from earthquakes, fires, floods, power losses, telecommunications failures, terrorist attacks, acts of war, human errors, break-ins and similar events. The third-party systems and operations and manufacturers we rely on are subject to similar risks. For example, a significant natural disaster, such as an earthquake, fire, or flood, could have an adverse effect on our business, results of operations and financial condition, and our insurance coverage

 

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may be insufficient to compensate us for losses that may occur. Acts of terrorism, which may be targeted at metropolitan areas that have higher population density than rural areas, could also cause disruptions in our or our suppliers’ and manufacturers’ businesses or the economy as a whole. We may not have sufficient protection or recovery plans in some circumstances, such as natural disasters affecting locations that store significant inventory for us, including equipment and World Pack offerings, that house our servers, or from which we generate content. These disruptions could negatively impact our ability to run our business and either directly or indirectly disrupt suppliers’ and manufacturers’ businesses, which could have an adverse effect on our business, results of operations and financial condition.

Our business faces various risks related to health epidemics, pandemics and similar outbreaks, which may materially and adversely affect our business, financial position, results of operations and cash flows.

Our business and financial results have been, and could be in the future, adversely affected by health epidemics, pandemics, and similar outbreaks impacting the markets and communities in which we and our customers, suppliers and franchisees operate. Despite our efforts to manage these matters, their ultimate effects also depend on factors beyond our knowledge or control, including the duration, severity, and recurrence of any outbreak and actions taken to contain its spread and mitigate its public health effects.

Our management team has limited experience managing a public company.

Most members of our management team, including our executive officers, have limited experience managing a publicly traded company, interacting with public company investors and analysts, and complying with the increasingly complex laws pertaining to public companies. Our management team may not successfully or efficiently manage our transition to being a public company subject to increased pressure from the investment community, significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny of securities analysts and investors. If our management team fails to successfully manage these aspects of public company operations, such failure could have a material adverse effect on our business, investor confidence and the price of our shares.

These new obligations and constituents will require significant attention from our senior management and could divert their attention away from the day-to-day management of our business, which could adversely affect our business, results of operations and financial condition.

The requirements of being a public company, including maintaining adequate internal control over our financial and management systems, may strain our resources, divert management’s attention, and affect our ability to attract and retain executive management and qualified board members.

As a public company, we will incur significant legal, accounting, and other expenses that we did not incur as a private company. We will be subject to reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the rules subsequently implemented by the SEC, the rules and regulations of the listing standards of the NYSE, and other applicable securities rules and regulations. Compliance with these rules and regulations will likely strain our financial and management systems, internal controls and employees.

The Exchange Act requires, among other things, that we file annual, quarterly and current reports with respect to our business and operating results. Moreover, the Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures, and internal control, over financial reporting. In order to maintain and, if required, improve our disclosure controls and procedures, and internal control over, financial reporting to meet this standard, significant resources and management oversight may be required. In the course of preparing our financial statements for

 

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2020, we identified three material weaknesses in our internal control over financial reporting. See “We have identified three material weaknesses in our internal control over financial reporting and if our remediation of such material weaknesses is not effective, or if we fail to develop and maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable laws and regulations could be impaired.” If, in the future, we have material weaknesses or deficiencies in our internal control over financial reporting, we may not detect errors on a timely basis and our consolidated financial statements may be materially misstated. Effective internal control is necessary for us to produce reliable financial reports and is important to prevent fraud.

In addition, we will be required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act when we cease to be an emerging growth company. We expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. As a result of the complexity involved in complying with the rules and regulations applicable to public companies, our management’s attention may be diverted from other business concerns, which could harm our business, results of operations and financial condition. Although we have already hired additional employees to assist us in complying with these requirements, our finance team is small and we may need to hire more employees in the future, or engage outside consultants, which will increase our operating expenses.

We also expect that being a public company and complying with applicable rules and regulations will make it more expensive for us to obtain director and officer liability insurance, and we may be required to incur substantially higher costs to obtain and maintain the same or similar coverage. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors and qualified executive officers.

Furthermore, as a result of disclosure of information in this prospectus and in our Exchange Act and other filings required of a public company, our business and financial condition will become more visible, which we believe may give some of our competitors who may not be similarly required to disclose this type of information a competitive advantage. In addition to these added costs and burdens, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our common stock, fines, sanctions, other regulatory actions and civil litigation, any of which could negatively affect the price of our common stock.

If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our results of operations could be adversely affected.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, as provided in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates.” The results of these estimates form the basis for making judgments about the carrying values of assets, liabilities, and stockholders’ equity/deficit, and the amount of revenue and expenses that are not readily apparent from other sources. Significant assumptions and estimates used in preparing our consolidated financial statements include those related to revenue related reserves, fair value measurements including common stock valuations, useful lives of property plant and equipment, product warranty, goodwill and finite-lived intangible assets, accounting for income taxes, stock-based compensation expense and commitments and contingencies. Our operating results may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our operating results to fall below the expectations of securities analysts and investors, resulting in a decline in the price of our common stock.

 

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or the negative of these words, variations of these words or other similar terms or expressions that concern our expectations, strategy, plans, or intentions. Such forward-looking statements are subject to certain risks, uncertainties and assumptions relating to factors that could cause actual results to differ materially from those anticipated in such statements, including, without limitation, the following:

 

  •  

our dependence on the operational and financial results of, and our relationships with, our franchisees and the success of their new and existing studios;

 

  •  

our ability to protect our brand and reputation;

 

  •  

our ability to identify, recruit and contract with a sufficient number of qualified franchisees;

 

  •  

our ability to execute our growth strategy, including through development of new studios by new and existing franchisees;

 

  •  

our ability to manage our growth and the associated strain on our resources;

 

  •  

our ability to successfully integrate any acquisitions, or realize their anticipated benefits;

 

  •  

the high level of competition in the health and fitness industry;

 

  •  

economic, political and other risks associated with our international operations;

 

  •  

changes to the industry in which we operate;

 

  •  

our reliance on information systems and our and our franchisees’ ability to properly maintain the confidentiality and integrity of our data;

 

  •  

the occurrence of cyber incidents or a deficiency in our cybersecurity protocols;

 

  •  

our and our franchisees’ ability to attract and retain members;

 

  •  

our and our franchisees’ ability to identify and secure suitable sites for new franchise studios;

 

  •  

risks related to franchisees generally;

 

  •  

our ability to obtain third-party licenses for the use of music to supplement our workouts;

 

  •  

certain health and safety risks to members that arise while at our studios;

 

  •  

our ability to adequately protect our intellectual property;

 

  •  

risks associated with the use of social media platforms in our marketing;

 

  •  

our ability to obtain and retain high-profile strategic partnership arrangements;

 

  •  

our ability to comply with existing or future franchise laws and regulations;

 

  •  

our ability to anticipate and satisfy consumer preferences and shifting views of health and fitness;

 

  •  

our business model being susceptible to litigation;

 

  •  

the increased expenses associated with being a public company; and

 

  •  

the other factors identified under the heading “Risk Factors” beginning on page 24 of this prospectus.

 

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You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this prospectus primarily on our current expectations and projections about future events and trends that we believe may affect our business, results of operations, financial condition and prospects. Our current expectations and projections about future events are based, in part, on the results of a survey that we conducted of our franchisees in July 2019 which only reflects data from prior to the outbreak of COVID-19. This survey was provided to the franchisees of all studios at the time that the survey was conducted and generated responses from franchisees representing approximately 57% of studios across our global network of studios. In generating the data, estimates and calculations derived from the information provided by these respondents, we excluded certain responses that were incomplete or that we determined to be significant outliers. As a result, while we believe that the data and other information related to our franchisees presented in this prospectus are accurate and reliable, such data and other information are based on responses provided by a limited respondent pool, which may not represent the broader network of franchisees, and that have not been independently verified by us or any independent sources. Such data also does not reflect any impacts on our business or franchisees from COVID-19 or otherwise after July 2019.

The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described in the section titled “Risk Factors” and elsewhere in this prospectus. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this prospectus. We cannot assure you that the results, events, and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.

The forward-looking statements made in this prospectus relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this prospectus to reflect events or circumstances after the date of this prospectus or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments we may make.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements.

 

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USE OF PROCEEDS

We estimate that the net proceeds from our issuance and sale of shares of our common stock in this offering will be approximately $275.9 million (or approximately $285.2 million if the underwriters exercise in full their option to purchase additional shares from us), assuming an initial public offering price of $16.00 per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

The selling stockholder will receive approximately $23.3 million in net proceeds from this offering (or approximately $59.3 million if the underwriters exercise in full their option to purchase additional shares from the selling stockholder), assuming an initial public offering price of $16.00 per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, after deducting underwriting discounts and commissions. We will not receive any proceeds from the sale of our common stock by the selling stockholder. We have agreed to pay certain expenses in connection with this offering on behalf of the selling stockholder.

Each $1.00 increase or decrease in the assumed initial public offering price of $16.00 per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, would increase or decrease our net proceeds from this offering by $17.4 million, assuming that the number of shares of our common stock offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, an increase or decrease of 1,000,000 in the number of shares offered by us in this offering would increase or decrease our net proceeds from this offering by $14.9 million, assuming the initial public offering price remains the same and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. We do not expect that a change in the offering price or the number of shares by these amounts would have a material effect on our intended uses of the net proceeds from this offering.

The principal purposes of this offering are to increase our capitalization and financial flexibility, create a public market for our common stock and enable access to the public equity markets for us and our stockholders.

We currently intend to use the net proceeds we receive from this offering as follows:

 

  •  

approximately $190.7 million to repay indebtedness, including repayment of our Term Facility, Revolving Facility, Subordinated Term Facility and PPP loan;

 

  •  

approximately $25.0 million to pay the purchase price for our acquisition of certain assets of the Flywheel indoor cycling studio business (see “Certain Relationships and Related Party Transactions — Flywheel Transaction”);

 

  •  

approximately $2.5 million to pay cash bonuses to certain of our employees, including certain of our executive officers, in connection with this offering (see “Certain Relationships and Related Party Transactions — IPO Bonuses” and “Executive Compensation — IPO Bonuses”);

 

  •  

approximately $5.6 million to pay expenses incurred in connection with this offering; and

 

  •  

the remainder for working capital and general corporate purposes.

The Term Facility bears interest in quarterly installments at 3.75% of the principal amount until September 30, 2021. Starting December 31, 2021 until the maturity date, the Term Facility bears quarterly interest at 5.00% of the principal amount. The Term Facility principal and interest payments are due quarterly in accordance with an amortization schedule with a maturity date of September 18, 2022. The Revolving Facility bears interest at our option at a floating rate of LIBOR plus 1.5 percent or

 

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an alternate base rate plus 0.5 percent. We have currently elected to bear interest at LIBOR plus 1.5 percent. We are required to pay to the lenders a quarterly commitment fee of 0.25% per annum on the daily unused amount of the Revolving Facility and fees relating to the issuance of letters of credit. The Subordinated Term Facility carries a PIK Interest rate of 13.00% that accrues over the term, which matures on October 5, 2025. The PPP loan has an interest rate of 1% over a period of 1.5 years, beginning November 2020 with a final installment due in April 2025.

Until we use the net proceeds from this offering, we intend to invest the net proceeds in a variety of capital preservation investments, including short-term, investment-grade, interest-bearing instruments and U.S. government securities.

Affiliates of J.P. Morgan Securities LLC are lenders under the Term Facility and Revolving Facility. As described in the section entitled “Use of Proceeds,” a portion of the net proceeds from this offering will be used to repay borrowings under the Term Facility and Revolving Facility. Because we expect that more than 5% of the proceeds of this offering will be received by affiliates of J.P. Morgan Securities LLC, each of which is a lender under the Term Facility and Revolving Facility, this offering is being conducted in compliance with Rule 5121, as administered by the Financial Industry Regulatory Authority, or FINRA. Goldman Sachs & Co. LLC has agreed to act as the “qualified independent underwriter” with respect to this offering and has performed due diligence investigations and participated in the preparation of this registration statement. See the section entitled “Underwriting (Conflicts of Interest)—Conflicts of Interest.”

 

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DIVIDEND POLICY

We have never declared or paid cash dividends on our capital stock. We currently intend to retain all available funds and any future earnings for use in the operation of our business and do not anticipate paying any cash dividends in the foreseeable future. Any decision to declare and pay dividends in the future will be made at the discretion of our board of directors and will depend on, among other things, our results of operations, cash requirements, financial condition, contractual restrictions and other factors that our board of directors may deem relevant. In addition, the terms of our secured credit facility contain restrictions on our ability to declare and pay cash dividends. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Recent Transactions.” In addition, under Delaware law, our board of directors may declare dividends only to the extent of our surplus, which is defined as total assets at fair market value minus total liabilities, minus statutory capital, or, if there is no surplus, out of our net profits for the then current and immediately preceding year.

 

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CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of March 31, 2021, on:

 

  •  

an actual basis (after giving effect to the 2-for-1 forward stock split of the Company ‘s common stock that occurred on July 6, 2021);

 

  •  

a pro forma basis, to give effect to (i) the conversion of all of our outstanding shares of convertible preferred stock into an aggregate of 27,368,102 shares of our common stock upon completion of this offering, (ii) the conversion of all of our outstanding convertible notes into an aggregate of 14,847,066 shares of our common stock upon completion of this offering, and (iii) the filing and effectiveness of our restated certificate of incorporation; and

 

  •  

a pro forma as adjusted basis, giving effect to (i) the pro forma adjustments set forth above, (ii) our receipt of estimated net proceeds from the sale and issuance of shares of our common stock in this offering, at an assumed initial public offering price of $16.00 per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, after deducting underwriting discounts and commissions and estimated offering expenses payable by us, and (iii) repayment of $190.7 million of indebtedness, including repayment of our Term Facility, Revolving Facility, Subordinated Term Facility and PPP loan, (iv) $25.0 million to pay the purchase price for our acquisition of certain assets of the Flywheel indoor cycling studio business, and (v) $5.6 million of other expenses incurred in connection with this offering and approximately $2.5 million to pay cash bonuses to certain of our employees and executive officers.

The information below is illustrative only, and our capitalization following the completion of this offering will be adjusted based on the actual initial public offering price and other terms of the offering determined at the pricing of this offering. You should read this table together with the section of this prospectus entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Use of Proceeds,” “Selected Historical Consolidated Financial and Other Data,” our interim unaudited condensed consolidated financial statements as of March 31, 2021, and for the three months ended March 31, 2021 and 2020 and our audited consolidated financial statements as of and for the years ended December 31, 2020 and 2019 and related notes included elsewhere in this prospectus.

 

     As of March 31, 2021  

(in thousands, except share and per share data)

    Actual      Pro
Forma		      Pro Forma
As
Adjusted		  

Cash and cash equivalents

    $ 25,333      $ 25,333      $ 95,625  
  

 

 

     

 

 

     

 

 

  

Debt:

         

Convertible notes

      78,965        -          -    

Term loan facility

      32,078        32,078        -    

Revolver credit facility

      6,950        6,950        -    

Subordinated term facility

      128,502        128,502        -    

PPP loan

      2,063        2,063        -    
  

 

 

     

 

 

     

 

 

  

Total debt

      248,558        169,593        -    
  

 

 

     

 

 

     

 

 

  

Convertible preferred stock, USD $0.0001 par value; 9,854,432 shares issued and outstanding, actual; no shares issued and outstanding, pro forma and pro forma as adjusted

      98,544        -          -    

 

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     As of March 31, 2021  

(in thousands, except share and per share data)

    Actual     Pro
Forma		     Pro Forma
As
Adjusted		  

Stockholders’ deficit:

       

Common stock, $0.00005 par value per share; 108,000,000 shares authorized, 29,281,514 shares issued and oustanding, actual; 108,000,000 shares authorized, 69,934,182 shares issued and oustanding, pro forma; 108,000,000 shares authorized, 88,684,182 shares issued and oustanding, pro forma as adjusted

    $ 1     $ 3     $ 4  

Accumulated other comprehensive loss

      (943 )      (943 )      (943 ) 

Total stockholders’ (deficit) equity

      (376,897 )      (199,388 )      65,497  
  

 

 

    

 

 

    

 

 

  

Total capitalization

    $ (128,339 )    $ (29,795 )    $ 65,497  
  

 

 

    

 

 

    

 

 

  

Each $1.00 increase or decrease in the assumed initial public offering price of $16.00 per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, would increase or decrease, as applicable, our cash and cash equivalents, working capital, total assets and total stockholders’ equity and total capitalization by approximately $17.4 million, assuming that the number of shares of our common stock offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. Each increase or decrease of 1,000,000 in the number of shares offered by us in this offering would increase or decrease the amount of our cash, total assets and total stockholders’ equity by approximately $14.9 million, assuming the initial public offering price remains the same and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

The number of shares of our common stock to be outstanding immediately after this offering is based on 90,246,682 shares of common stock outstanding as of March 31, 2021, assuming (i) the conversion of all of our outstanding shares of convertible preferred stock as of March 31, 2021 into an aggregate of 27,368,102 shares of our common stock upon the completion of this offering and (ii) the conversion of all of our convertible notes into an aggregate of 14,847,066 shares of our common stock upon the completion of this offering, and excludes 1,145,416 shares that will become available for future issuance under the 2021 Plan upon the effectiveness of the registration statement of which this prospectus forms a part (which includes 3,854,584 shares of our common stock issuable upon the settlement of RSUs and exercise of stock options to be granted in connection with this offering under the 2021 Plan to certain of our employees (including certain executive officers), with the stock options to have an exercise price per share equal to the initial public offering price in this offering).

 

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DILUTION

If you invest in our common stock, your interest will be diluted to the extent of the difference between the public offering price per share of our common stock and the pro forma as adjusted net tangible book value per share of our common stock after this offering.

Our historical net tangible book deficit as of March 31, 2021 was $280.3 million, or $(9.57) per share of common stock. Our net tangible book deficit per share represents total tangible assets less total liabilities and convertible preferred stock, divided by the number of shares of common stock outstanding as of March 31, 2021.

Our pro forma net tangible book deficit at March 31, 2021 would have been $201.3 million, or $(2.88) per share of our common stock. Our pro forma net tangible book deficit per share represents the amount of our total tangible assets (which excludes deferred offering costs) reduced by the amount of our total liabilities and divided by the total number of shares of our common stock outstanding, after giving effect to (i) the conversion of all of our outstanding shares of convertible preferred stock into an aggregate of 27,368,102 shares of our common stock upon completion of this offering and (ii) the conversion of all of our outstanding convertible notes into an aggregate of 14,847,066 shares of our common stock upon completion of this offering.

After giving effect to (i) the pro forma adjustments set forth above and (ii) our sale in this offering of 18,750,000 shares of our common stock at an assumed initial public offering price of $16.00 per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of would have been $70.6 million, or $0.80 per share. This represents an immediate increase in pro forma net tangible book value of $3.68 per share to our existing stockholders and an immediate dilution of $15.20 per share to investors in this offering. Net tangible book value dilution per share to new investors in this offering represents the difference between the amount per share paid by new investors purchasing shares of common stock in this offering and the pro forma as adjusted net tangible book value per share of common stock immediately after completion of this offering. The following table illustrates this dilution on a per share basis:

 

Assumed initial public offering price per share

    $ 16.00  

Historical net tangible book value (deficit) per share as of March 31, 2021

      (9.57 ) 

Pro forma increase in net tangible book value per share attributable to conversion of convertible preferred stock

      6.69  

Pro forma net tangible book deficit per share as of March 31, 2021 before giving effect to this offering

      (2.88 ) 

Increase in net tangible book value per share attributable to new investors purchasing shares in this offering

      3.68  

Pro forma as adjusted net tangible book value per share after giving effect to this offering

      0.80  

Dilution in pro forma as adjusted net tangible book value per share to new investors in this offering

      15.20  

The dilution information discussed above is illustrative only and will be adjusted based on the actual public offering price and other terms of this offering determined at pricing.

Each $1.00 increase or decrease in the assumed initial public offering price of $16.00 per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, would increase or decrease, as applicable, our pro forma as adjusted net tangible book value by approximately $17.4 million, or approximately $1.00 per share, and dilution per share to new investors in this offering by $0.20, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase of 1,000,000 in the number of shares offered by us in this offering would increase our pro forma as adjusted net tangible book value by

 

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approximately $14.9 million, or approximately $0.96 per share, and would decrease dilution per share to new investors in this offering by approximately $0.16 per share, and each decrease of 1,000,000 in the number of shares offered by us in this offering would decrease our pro forma as adjusted net tangible book value by approximately $14.9 million, or approximately $0.64 per share, in each case assuming the initial public offering price remains the same and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

The following table shows, as of March 31, 2021, on a pro forma as adjusted basis described above, the number of shares of our common stock, the total consideration and the average price per share by (i) existing stockholders and (ii) new investors acquiring our common stock in this offering at an assumed initial public offering price of $16.00 per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, before deducting underwriting discounts and commissions and estimated offering expenses payable by us.

 

     Share ownership     Total consideration     Weighted Average
price per share
     Number      Percent     Amount
(in thousands)		      Percent  

Existing stockholders

      76,263,730        79.0 %    $ 270,000        45.4 %    $3.32

New investors

      20,312,500        21.0 %      325,000        54.6 %    16.00
  

 

 

     

 

 

    

 

 

     

 

 

    

Total

      96,576,230        100.0 %    $ 595,000        100.0 %    $5.98
  

 

 

     

 

 

    

 

 

     

 

 

    

Each $1.00 increase or decrease in the assumed initial public offering price of $16.00 per share, which is the midpoint of the estimated offering price range set forth on the cover of this prospectus, would increase or decrease, as applicable, total consideration paid by new investors by approximately $17.4 million, assuming the number of shares offered by us, as set forth on the cover of this prospectus, remains the same and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase or decrease of 1,000,000 in the number of shares offered by us in this offering would increase or decrease, as applicable, total consideration paid by new investors by approximately $14.9 million, assuming the initial public offering price remains the same and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

Except as otherwise indicated, the above discussion and tables assume no exercise of the underwriters’ option to purchase additional shares. If the underwriters exercise in full their option to purchase additional shares, our existing stockholders would own 74.3% and our new investors would own 25.7% of the total number of shares of our common stock outstanding upon the completion of this offering.

The number of shares of our common stock to be outstanding immediately after this offering is based on 90,246,682 shares of common stock outstanding as of March 31, 2021, assuming (i) the conversion of all of our outstanding shares of convertible preferred stock as of March 31, 2021 into an aggregate of 27,368,102 shares of our common stock upon the completion of this offering and (ii) the conversion of all of our outstanding convertible notes into an aggregate of 14,847,066 shares of our common stock upon the completion of this offering, and excludes (a) shares that will become available for future issuance under the 2021 Plan upon the effectiveness of the registration statement of which this prospectus forms a part (which includes 3,854,584 shares of our common stock issuable upon the settlement of RSUs and exercise of stock options to be granted in connection with this offering under the 2021 Plan to certain of our employees (including certain executive officers), at an exercise price per share equal to the initial public offering price in this offering and (b) 2,738,648 RSUs, which were issued to Mr. Wahlberg pursuant to a promotional services agreement that we entered into in connection with the MWIG investment (see “Certain Relationships and Related Party Transactions—Promotional Agreement” for more details regarding the RSUs held by Mr. Wahlberg), which RSUs will vest in connection with offering, but not settle until 2022).

In addition, to the extent that any outstanding options or warrants are exercised, investors in this offering will experience further dilution.

 

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OTHER DATA

The following tables present the selected historical interim unaudited condensed consolidated financial and other data for our business as of March 31, 2021 and for the three months ended March 31, 2021 and 2020, and the selected historical consolidated financial and other data for our business as of and for the years ended December 31, 2020 and 2019. You should read the selected historical consolidated financial data below in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our interim unaudited condensed consolidated financial statements as of March 31, 2021 and for the three months ended March 31, 2021 and 2020, our audited annual consolidated financial statements as of and for the years ended December 31, 2020 and 2019, related notes, and other financial information included elsewhere in this prospectus. The selected historical consolidated financial and other data in this section are not intended to replace consolidated financial statements and are qualified in their entirety by the consolidated financial statements and related notes included elsewhere in this prospectus. The selected condensed consolidated financial information as of March 31, 2021 and for the three months ended March 31, 2021 and 2020 have been derived from our interim unaudited condensed consolidated financial statements included elsewhere in this prospectus. The selected consolidated historical financial and other data as of December 31, 2020 and for the years ended December 31, 2020 and 2019 has been derived from our audited annual consolidated financial statements included elsewhere in this prospectus. The interim unaudited condensed consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements and reflect, in the opinion of management, all adjustments of a normal, recurring nature that are necessary for a fair statement of the interim unaudited condensed consolidated financial statements of our business. The results of operations for the periods presented below are not necessarily indicative of the results to be expected in the future.

 

    Three Months Ended
March 31,		     Year Ended
December 31,		  
    2021     2020     2020     2019  
   

(dollars in thousands, except share and per share
information)

  

Consolidated Statements of Operations Data:

        

Revenues:

        

Franchise (Related party: $45 and $97 for the three months ended March 31, 2021 and 2020, and $340 and $883 for 2020 and 2019, respectively)

   $  13,156     $  13,638     $ 52,555     $ 42,897  

Equipment and merchandise (Related party: $0 for the three months ended March 31, 2021 and 2020, and $116 and $122 for 2020 and 2019, respectively)

     5,035       11,204       29,758       49,793  
 

 

 

    

 

 

    

 

 

    

 

 

  

Total revenues

     18,191       24,842       82,313       92,690  

Costs and operating expenses:

        

Cost of franchise revenue (Related party: $0 and $12 for the three months ended March 31, 2021 and 2020, and $0 and $140 for 2020 and 2019, respectively)

     1,214       3,184       7,937       11,310  

Cost of equipment and merchandise (Related party: $941 and $1,051 for the three months ended March 31, 2021 and 2020, and $4,067 and $2,702 for 2020 and 2019, respectively)

     3,181       6,331       21,713       26,678  

Selling, general and administrative expenses

     16,828       13,991       57,827       41,126  

Forgiveness of loans to directors

     -         -         -         22,263  
 

 

 

    

 

 

    

 

 

    

 

 

  

Total costs and operating expenses

     21,223       23,506       87,477       101,377  
 

 

 

    

 

 

    

 

 

    

 

 

  

(Loss) income from operations

     (3,032 )      1,336       (5,164 )      (8,687 ) 

Loss on derivative liabilities, net

     25,505       -         8,818       -    

Interest expense, net

     8,415       378       9,399       414  

Other (income) expense, net

     291       1,681       (1,154 )      384  
 

 

 

    

 

 

    

 

 

    

 

 

  

Loss before income taxes

     (37,243 )      (723 )      (22,227 )      (9,485 ) 

(Benefit) provision for income taxes

     (398 )      10       3,062       3,117  
 

 

 

    

 

 

    

 

 

    

 

 

  

 

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    Three Months Ended
March 31,		     Year Ended
December 31,		  
    2021     2020     2020     2019  
   

(dollars in thousands, except share and per share information)

  

Net loss

   $ (36,845)     $ (733 )      $ (25,289)     $ (12,602 ) 
 

 

 

    

 

 

    

 

 

    

 

 

  

Other comprehensive income (loss)

        

Unrealized gain (loss) on interest rate swap, net of tax

     71       (850 )      (533 )      (127 ) 

Foreign currency translation adjustment, net of tax

     (32 )      1,281       92       (682 ) 
 

 

 

    

 

 

    

 

 

    

 

 

  

Comprehensive loss

   $ (36,806 )    $ (302 )    $ (25,730 )    $ (13,411 ) 
 

 

 

    

 

 

    

 

 

    

 

 

  

Net loss per share

        

Basic and diluted

   $ (1.26 )    $ (0.01 )    $ (0.50 )    $ (0.22 ) 
 

 

 

    

 

 

    

 

 

    

 

 

  

Weighted average shares outstanding

        

Basic and diluted

     29,281,514       58,000,000       50,434,598       58,000,000  
 

 

 

    

 

 

    

 

 

    

 

 

  

 

     March 31,     As of December 31,  
     2021     2020     2019  
     (dollars in thousands)  

Consolidated Balance Sheet Data:

       

Cash and cash equivalents

    $ 25,333     $ 28,967     $ 8,267  

Total assets

      84,765       78,517       49,960  

Deferred revenue

      17,650       14,095       23,941  

Total liabilities

      363,118       320,064       91,055  

Convertible preferred stock

      98,544       98,544       110,000  

Total stockholders’ deficit

      (376,897 )      (340,091 )      (151,095 ) 

 

     Three Months Ended
March 31,		     Year Ended December 31,  
     2021     2020     2020     2019  
     (dollars in thousands)  

Other Data:

         

EBITDA(1)

    $ (28,176 )    $ 209     $ (10,180 )    $ (7,529 ) 

Adjusted EBITDA(1)

    $ 5,270     $ 2,614     $ 25,473     $ 30,678  

Adjusted EBITDA margin(1)

      29.0 %      10.5 %      30.9 %      33.1 % 

Same store sales growth(2)

      (21.2 )%      3.0       (31.2 )%      13.3 % 

Total Franchises Sold(3)

      2,247       1,959       2,244       1,892  

Total Studios(4)

      1,487       1,242       1,437       1,140  

 

     Three Months Ended
March 31,		     Year Ended December 31,  
     2021     2020     2020     2019  
     (dollars in thousands)  

Consolidated Statement of Cash Flows Data:

         

Net cash (used in) provided by operating activities

    $ (201 )    $ (2,863 )    $ (19,822 )    $ 8,328  

Net cash used in investing activities

      (179 )      (680 )      (1,537 )      (1,143 ) 

Net cash (used in) provided by financing activities

      (1,313 )      6,912       42,552       (4,198 ) 

 

(1) 

For a reconciliation of each non-GAAP financial measure to the most directly comparable GAAP financial measure and why we consider it useful, and a discussion of material risks and limitations of these measures, see “Prospectus Summary—Summary Consolidated Financial and Other Data.”

(2) 

Same store sales means, for any reporting period, studio-level revenue generated by a comparable base of franchise studios, which we define as Total Studios that have been operating

 

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  for more than 16 months. As of March 31, 2021 and December 31, 2020, there were 1,010 and 940 studios, respectively, in our comparable base of franchise studios. We view same store sales as a helpful measure to assess performance of our franchise studios.
(3) 

Total Franchises Sold is defined as (i) the total number of signed franchise agreements in place as of any specified date for which an establishment fee has been paid and (ii) the total number of franchises committed in a multi-studio agreement in place as of such date for which an upfront payment has been made, in each case that have not been terminated, as of such date. Each new franchise is included in the number of Total Franchises Sold from the date on which such franchise first satisfies the condition in clause (i) or (ii) above, as applicable. Total Franchises Sold includes franchise arrangements in all stages of development after signing a franchise agreement, and includes franchises with Total Studios. Franchises are removed from Total Franchises Sold upon termination of the franchise agreement.

(4) 

Total Studios is defined, as of any specified date, as the total cumulative Initial Studio Openings as of that date less cumulative permanent studio closures as of that date. We classify a studio as open as of the month in which the studio first generates monthly revenue of at least $4,500.

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and consolidated results of operations in conjunction with the “Selected Historical Consolidated Financial and Other Data” section of this prospectus and our audited consolidated financial statements and the related notes appearing elsewhere in this prospectus. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, but not limited to, those set forth in the “Risk factors” section and elsewhere in this prospectus.

Overview

We are F45 Training, one of the fastest growing fitness franchisors in the United States based on number of franchises sold in the United States, focused on creating a leading global fitness training and lifestyle brand. We offer consumers functional 45-minute workouts that are effective, fun, and community-driven. Our workouts combine elements of high-intensity interval, circuit, and functional training to offer consumers what we believe is the world’s best functional training workout. We deliver our workouts through our digitally-connected global network of studios, and we have built a differentiated, technology-enabled platform that allows us to create and distribute workouts to our global franchisee base. Our platform enables the rapid scalability of our model and helps to promote the success of our franchisees. We offer our members a continuously evolving fitness program in which virtually no two workouts are ever the same. Our vast and growing library of functional training content allows us to vary workout programs to keep consumers engaged with fresh content, stay at the forefront of consumer trends and drive maximum individual results, while helping our members achieve their fitness goals.

Impact of the COVID-19 Pandemic

The COVID-19 pandemic and related shelter-in-place restrictions and other containment efforts have had and continue to have a significant impact on the gym and fitness industry generally, as well as our business, financial condition and results of operations. Following the outbreak of the pandemic and at its initial peak, nearly all of our studios temporarily closed pursuant to local, state and federal mandates and guidelines.

As businesses have been allowed to re-open in certain jurisdictions pursuant to local and state mandates, we have worked closely with our franchisees in helping to re-open their studios subject to certain indoor capacity or other restrictions, including company-implemented health and safety policies. We have also been providing additional operating guidance to our franchisees by assisting with modifications to studio layouts and workouts to accommodate proper social distancing.

As of June 30, 2021, we had approximately 1,415 Open Studios, which represents approximately 91% of our Total Studios. The remaining 9% of our Total Studios are generally located in regions that continue to face restrictions, which we expect to be relaxed over time. The following chart illustrates the number of Open Studios as a percentage of Total Studios at the end of each month for the 18 months ended June 30, 2021.

 

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Open Studios as a Percentage of Total Studios for the 18 Months Ended June 30, 2021

 

LOGO

We have found that, on average, studios that have re-opened following temporary closure quickly return close to pre-pandemic levels on a weekly revenue basis, and eventually exceed pre-pandemic levels on the same basis. As of June 30, 2021, the median weekly revenue of the 618 studios that have been re-opened the longest since temporary closure exceeded pre-pandemic levels.

There have been frequent changes and variation in local and state regulation of the health club industry, and many local and state jurisdictions have returned to shelter in place restrictions after allowing for health club re-openings. While we are optimistic about our ability to continue to effectively manage through the COVID-19 pandemic, we are unable to predict the duration or future impact of the pandemic on our business, financial condition and results of operations.

Our Segments

We operate and manage our business based on geographic regions and our strategy to become a leading global fitness and lifestyle brand. We have three reportable segments: United States (which for segment reporting purposes includes our operations in the United States and our 17 studios in Central and South America), Australia and Rest of World. We refer to “Australia” as our operations in Australia, New Zealand and the immediately surrounding island nations. We refer to “Rest of World” or “ROW” as our operations in locations other than the United States and Australia. We evaluate the performance of our segments and allocate resources to them based on revenue and gross profit. Revenue and gross profit for all operating segments include only transactions with external customers and do not include intersegment transactions. The tables on the following pages summarize the financial information for our segments for the years ended December 31, 2020 and 2019 and the three months ended March 31, 2021 and 2020. In all other sections of this prospectus when we present geographic data, we are presenting such data for the named region on a stand-alone basis.

Our Franchise Model

We operate a nearly 100% franchise model. We believe our franchise model is attractive due to its potential for asset-light growth, strong profitability and robust cash flow generation, and has helped to facilitate our rapid growth and strong financial performance prior to the COVID-19 pandemic. Despite challenges posed by the COVID-19 pandemic, we grew our footprint and experienced minimal permanent closures during 2020, which we believe underscores the resilience of our business model. Between 2018 and 2020 we grew our Total Franchises Sold at the annual rate of 33% and our Total Studios at the rate of 34%. Between June 30, 2020 and June 30, 2021, our Total Franchises Sold increased by 36% and our Total Studios increased by 22%. For the three months ended March 31, 2021, as compared with the same period in 2020, our revenue decreased by 27% as our network continued to recover.

Notwithstanding the ongoing challenges presented by the COVID-19 pandemic, we believe we are well positioned to continue to successfully manage through the pandemic and drive growth in the future. Our opportunities to drive the long-term growth of our business include:

 

  •  

expanding our studio footprint in the United States;

 

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  •  

expanding our studio footprint throughout Rest of World;

 

  •  

growing same store sales and transitioning to a franchise fee based on the greater of a fixed monthly franchise fee or percentage of gross monthly studio revenue model;

 

  •  

expanding into new channels;

 

  •  

developing new workout programs to access new target demographics; and

 

  •  

driving increased member spend through ancillary product offerings.

Key Factors Affecting Our Business

Our financial condition and results of operation have been, and will continue to be, affected by a number of important factors, including new franchises sold, new studio openings and number of visits. Many of these factors have been, and will continue to be, impacted by the COVID-19 pandemic.

New Franchises Sold

New Franchises Sold refers to the number of franchises sold during any specific period. We classify Total Franchises Sold, as of any specified date, as (i) the total number of signed franchise agreements in place as of such date for which an establishment fee has been paid and (ii) the total number of franchises committed in a multi-studio agreement in place as of such date for which an upfront payment has been made, in each case that have not been terminated. Each new franchise is included in the number of franchises sold from the date such franchise first satisfies the condition in clause (i) or (ii) above, as applicable. Total 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 Total Franchises Sold upon termination of the franchise agreement.

Our long-term growth will depend in part on our continued ability to sell new franchises. We are still in the early stages of growth and expansion, particularly in the United States and ROW, and we believe we can significantly grow our franchisee base. If we cannot sell new franchises as quickly as we would like in these geographies, our operating results may be adversely affected.

 

     Year Ended December 31, 2019      Year Ended December 31, 2020      6 Months Ended June 30, 2021  
     U.S.      Australia      ROW      Total      U.S.      Australia      ROW      Total      U.S.      Australia      ROW      Total  

Total Franchises Sold, beginning of period

      430        595        249        1,274        814        643        435        1,892        931        679        634        2,244  

New Franchises Sold, net(a)

      384        48        186        618        117        36        199        352        448        106        3        557  

Total Franchises Sold, end of period

      814        643        435        1,892        931        679        634        2,244        1,379        785        637        2,801  

 

(a)

New Franchises Sold are shown net of franchises that were signed but subsequently terminated prior to studio opening. For June 2021, New Franchises Sold includes 300 franchises sold pursuant to a long-term multi-unit studio development agreement with Club Franchise Group LLC. See “Certain Relationships and Related Party Transactions - Franchise Relationships.”

During 2019, we sold a net average of 52 new franchises per month. During the 18 months ended June 30, 2021, we sold a net average of 51 new franchises per month, supported by recent multi-unit club deals. Of the 909 net franchises sold during the 18 months ended June 30, 2021, 253 were sold as part of a limited time offer made by F45 exclusively to existing franchisees to stimulate sales in response to the COVID-19 pandemic. The offer provided for a reduced dollar establishment fee and no franchise fee payments until the earlier of the studio opening and January 1, 2022, as well as deferred equipment purchasing until November 2021. In addition, 300 of the net franchises sold during the 18 months ended

 

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June 30, 2021 were sold pursuant to.ursuant to a long-term multi-unit studio development agreement with Club Franchise Group LLC. See “Certain Relationships and Related Party Transactions - Franchise Relationships.”

Initial Studio Openings and Total Studios

Initial Studio Openings refers to the number of studios that were determined to be first opened during such period. We classify an Initial Studio Opening to occur in the first month in which the studio first generates monthly revenue of at least $4,500. We classify Total Studios, as of any specified date, as the total cumulative Initial Studio Openings as of that date less cumulative permanent studio closures as of that date. Neither Initial Studio Openings nor Total Studios are adjusted downward for studios that were temporarily closed due to the COVID-19 pandemic or otherwise.

Our long-term growth will depend in part on our continued ability to open new studios. We believe that we will experience continued expansion of new studio openings in the United States and ROW. However, if delays or difficulties are encountered and new studio openings do not occur as quickly as we would like, our operating results may be adversely affected.

 

    Year Ended December 31, 2019     Year Ended December 31, 2020     6 Months Ended June 30, 2021  
    U.S.     Australia     ROW     Total     U.S.     Australia     ROW     Total     U.S.     Australia     ROW     Total  

Total Studios, beginning of period

     157       512       131       800       320       581       239       1,140       486       616       335       1,437  

Initial Studio Openings, net

     163       69       108       340       166       35       96       297       70       12       36       118  

Total Studios, end of period

     320       581       239       1,140       486       616       335       1,437       556       628       371       1,555  

Open Studios

Open Studio refers to the number of studios that were open for business as of a certain date. A studio may be classified as an Open Studio regardless of whether or not it generated minimum monthly revenue of $4,500. During the COVID-19 pandemic, a significant portion of our network was forced to temporarily close, which reduced the number of Open Studios. As studios have re-opened in accordance with state and local regulations, they are reflected in the Open Studios figures.

 

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As of June 30, 2021, we had approximately 1,415 Open Studios, which represents approximately 91% of our Total Studios. The remaining 9% of our Total Studios are generally located in regions that continue to face restrictions, which we expect to be relaxed over time. The following table illustrates the number of Total Studios, Open Studios and Open Studios as a percentage of Total Studios at the end of each month for the 18 months ended June 30, 2021.

 

    As of Month End for the 18 Months Ended June 30, 2021  
    JAN     FEB     MAR     APR     MAY     JUNE     JULY     AUG     SEP     OCT     NOV     DEC     JAN     FEB     MAR     APR     MAY     JUN  

United States

                                    

Total Studios

     347       364       376       373       378       396       407       426       451       468       477       486       498       506       518       528       546       556  

Open Studios

     347       364       5       6       167       300       278       301       363       391       380       400       422       428       453       489       512       532  

% Studios Open

     100 %      100 %      1 %      2 %      44 %      76 %      68 %      71 %      80 %      84 %      80 %      82 %      85 %      85 %      87 %      93 %      94 %      96 % 

Australia

                                    

Total Studios

     590       592       593       593       594       595       597       600       604       608       614       616       616       616       617       624       627       628  

Open Studios

     590       592       0       0       144       578       493       463       473       495       592       594       595       597       600       605       604       607  

% Studios Open

     100 %      100 %      0 %      0 %      24 %      97 %      83 %      77 %      78 %      81 %      96 %      96 %      97 %      97 %      97 %      97 %      96 %      97 % 

ROW

                                    

Total Studios

     249       268       273       275       277       284       296       311       321       328       331       335       338       341       352       363       366       371  

Open Studios

     249       268       44       16       43       135       208       258       286       243       213       161       155       193       233       245       221       276  

% Studios Open

     100 %      100 %      16 %      6 %      16 %      48 %      70 %      83 %      89 %      74 %      64 %      48 %      46 %      57 %      66 %      67 %      60 %      74 % 

Total

                                    

Total Studios

     1,186       1,224       1,242       1,241       1,249       1,275       1,300       1,337       1,376       1,404       1,422       1,437       1,452       1,463       1,487       1,515       1,539       1,555  

Open Studios

     1,186       1,224       49       22       354       1,013       979       1,022       1,122       1,129       1,185       1,155       1,172       1,218       1,286       1,339       1,337       1,415  

% Studios Open

     100 %      100 %      4 %      2 %      28 %      79 %      75 %      76 %      82 %      80 %      83 %      80 %      81 %      83 %      86 %      88 %      87 %      91 % 

Members

Members refers to the number of paying members who were billed $20 or more in membership fees in a given month.

Our long-term growth will depend in part on our continued ability to attract and retain members to our studios. Our and our franchisees’ efforts to engage with members during the pandemic helped to reduce attrition during an economically challenging and uncertain time. As of June 30, 2021, our total membership stood at 13% higher compared to December 31, 2019. While we cannot predict future membership trends, we believe that as our studios continue to re-open and consumers continue to return to in-person fitness classes, our membership will grow.

 

    YOY Monthly Membership Growth for the 18 Months Ended June 30, 2021  
    JAN     FEB     MAR     APR     MAY     JUNE     JULY     AUG     SEP     OCT     NOV     DEC     JAN     FEB     MAR     APR     MAY     JUN  

United States

     139 %      113 %      59 %      15 %      14 %      14 %      10 %      14 %      26 %      4 %      6 %      (2 )%      (1 )%      1 %      37 %      88 %      110 %      94 % 

Australia

     13       10       (35 )      (52 )      (46 )      (12 )      (10 )      (23 )      (18 )      (21 )      (12 )      (7 )      (8 )      (9 )      59       120       86       12  

ROW

     83       57       23       (23 )      (26 )      (25 )      (20 )      (18 )      (9 )      (18 )      (39 )      (42 )      (49 )      (41 )      (7 )      37       45       44  

Total

     46 %      36 %      (7 )%      (33 )%      (30 )%      (8 )%      (7 )%      (13 )%      (5 )%      (13 )%      (13 )%      (12 )%      (14 )%      (12 )%      37 %      92 %      87 %      41 % 

System-Wide Sales

We define System-wide Sales as all payments made to our studios and includes payment for classes, apparel and other sales for a given period. We track System-wide Sales as an indication of the strength of our franchisee network.

Total System-wide Sales declined by 13% in 2020 as a result of widespread temporary studio closures. We generally experienced sequential improvement between April 2020 (which represented a trough month in terms of Open Studios, Membership, and System-wide Sales) and year-end. In the United States, our System-wide Sales increased by 14% in 2020, which compares favorably versus the broader U.S. health club industry, which is estimated to have experienced a 58% decline in revenue according to IHRSA.

 

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Our System-wide Sales have quickly recovered. As of June 2021, our monthly System-wide Sales were approximately $35 million, which compares to our pre-pandemic monthly peak of $36 million, which was last achieved in February 2020.

 

    Monthly System-wide Sales for the 18 Months Ended June 30, 2021 ($ in millions)  
    JAN     FEB     MAR     APR     MAY     JUNE     JULY     AUG     SEP     OCT     NOV     DEC     JAN     FEB     MAR     APR     MAY     JUN  

United States

   $ 10     $ 10     $ 8     $ 3     $ 4     $ 5     $ 6     $ 7     $ 7     $ 9     $ 9     $ 8     $ 10     $ 9     $ 12     $ 12     $ 14     $ 15  

Australia

     19       19       16       4       5       11       13       14       14       16       17       17       18       16       18       17       17       15  

ROW

     8       7       5       1       1       2       3       5       5       6       5       4       4       3       5       4       4       5  

Total

   $ 36     $ 36     $ 29     $ 9     $ 10     $ 18     $ 23     $ 25     $ 26     $ 30     $ 31     $ 29     $ 31     $ 29     $ 35     $ 33     $ 35     $ 35  

Average Unit Volume and Cohort Performance

Average unit volume, or AUV, refers to average studio-level revenue generated by a group of studios during a particular period of time. Due to the relatively young age of our studio base, we believe it is appropriate to assess AUV for studios that have been open for the full period for which AUV is calculated.

The below chart illustrates global quarterly AUV from Q1 2014 to Q2 2021 for studios that meet the two following criteria: i) studios that were classified as Open Studios during the entirety of Q1 and Q2 2021, and ii) studios that were included in Total Studios as of the beginning of the year for which the AUV data is calculated. For instance, the 2019 cohort includes studios that were classified as Open Studios during Q1 and Q2 2021 and were also included in Total Studios as of January 1, 2019.

Global Quarterly AUV for Open Studios (as of June 30, 2021)

($ in thousands)

 

LOGO

The 2020 cohort includes the studios that were classified as Open Studios during Q1 2021 and Q2 2021, and were also included in Total Studios as of January 1, 2020. The 2021 cohort includes the

 

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studios classified as Open Studios during Q1 2021 and Q2 2021, and were also included in Total Studios as of January 1, 2021. Unlike the other cohorts, these studios were not necessarily classified as Open Studios for the full year of 2020 due to the COVID-19 pandemic. While AUV performance for these studios was materially impacted by the pandemic, we believe the Q1 and Q2 2021 AUV of $75,000 and $76,000, respectively, demonstrates the resiliency of our studios as they quickly recover following temporary closure.

Key Non-GAAP Financial and Operating Metrics

We use a variety of non-GAAP information, including EBITDA, Adjusted EBITDA, Adjusted EBITDA margin and same store sales.

 

     Three Months Ended
March 31,		     Year Ended
December 31,		  
     2021     2020     2020     2019  
     (dollars in thousands)  

Other Data:

         

EBITDA

    $ (28,176 )    $ 209     $ (10,180 )    $ (7,529 ) 

Adjusted EBITDA

    $ 5,270     $ 2,614     $ 25,473     $ 30,678  

Adjusted EBITDA margin(1)

      29.0 %      10.5 %      30.9 %      33.1 % 

Same store sales growth(2)

      (21.2 )%      3.0 %      (31.2 )%      13.3 % 

 

(1)

For a reconciliation of each non-GAAP financial measure to the most directly comparable GAAP financial measure and why we consider it useful, and a discussion of material risks and limitations of these measures, see “Prospectus Summary—Summary Combined and Consolidated Financial and Other Data.”

(2)

“Same store sales” means, for any reporting period, studio-level revenue generated by a comparable base of franchise studios, which we define as Total Studios that have been operating for more than 16 months. As of December 31, 2020 and 2019, there were 940 and 705 studios, respectively, in our comparable base of franchise studios. As of March 31, 2021 and March 31, 2020, there were 1,010 and 752 studios, respectively in our comparable base of franchise studios.

EBITDA, Adjusted EBITDA and Adjusted EBITDA margin

EBITDA is defined as net income before interest, taxes, depreciation and amortization. We define Adjusted EBITDA as net income before interest, taxes, depreciation and amortization and adjusted to exclude the impact of sales tax liability, transaction expenses, certain legal costs and settlements, forgiveness of loans to directors and relocation costs as well as certain other items identified as affecting comparability, when applicable. Adjusted EBITDA margin means Adjusted EBITDA divided by total revenue.

EBITDA, Adjusted EBITDA and Adjusted EBITDA margin have been included in this prospectus because they are important metrics used by management as one of the means by which it assesses our financial performance. EBITDA, Adjusted EBITDA and Adjusted EBITDA margin are also frequently used by analysts, investors and other interested parties to evaluate companies in our industry. These measures, when used in conjunction with related GAAP financial measures, provide investors with an additional financial analytical framework that may be useful in assessing our company and its results of operations.

The non-GAAP information in this prospectus should be read in conjunction with our audited annual financial statements and the related notes included elsewhere in this prospectus. For a reconciliation to the most directly comparable GAAP measures, and a discussion of material risks and limitations of these measures, see “Prospectus Summary—Summary Historical Combined and Consolidated Financial and Other Data.”

 

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Same Store Sales

Same store sales means, for any reporting period, studio-level revenue generated by a comparable base of franchise studios, which we define as Total Studios that have been operating for more than 16 months. As of March 31, 2021 and March 31, 2020, there were 1,011 and 752 studios, respectively in our comparable base of franchise studios. As of December 31, 2020 and 2019, there were 940 and 705 studios, respectively, in our comparable base of franchise studios. As of December 31, 2019 and 2018, there were 704 and 428 franchises, respectively, in our comparable base of franchise studios. We view same store sales as a helpful measure to assess performance of our franchise studios.

Several factors impact our same store sales in any given period, including the following:

 

  •  

the number of studios that have been in operation for more than 16 months;

 

  •  

the mix of recurring membership and workout pack revenue per studio;

 

  •  

growth in total memberships and workout pack visits per studio;

 

  •  

consumer recognition of our brand and our ability to respond to changing consumer preferences;

 

  •  

our and our franchisees’ ability to operate studios effectively and efficiently to meet consumer expectations;

 

  •  

marketing and promotional efforts;

 

  •  

local competition;

 

  •  

trade area dynamics;

 

  •  

opening of new studios in the vicinity of existing locations; and

 

  •  

overall economic trends, particularly those related to consumer spending.

Same store sales of our international studios are calculated on a constant currency basis on a studio level, meaning that we translate the current year’s same store sales of our international studios at the same exchange rates used in the prior year. We view same store sales as a helpful measure to assess performance of our franchise studios.

Components of Our Results of Operations

Revenue

We generate revenue from the following sources:

 

  •  

Franchise Revenue: Consists primarily of upfront establishment fees, monthly franchise fees, and other franchise-related fees, including fees related to marketing and other recurring fixed fees paid by franchisees on a monthly basis for various services we provide, such as the use of intranet, email and the studio’s website. Franchise agreements generally consist of an obligation to grant exclusive rights over a defined territory and may include options to renew the agreement, generally for two additional five year terms, as well as the license for certain trademarks and systems to operate that studio.

Monthly franchise fees generally become payable six to nine months after we and a franchisee execute a franchise agreement, irrespective of whether the franchise has opened their studio. Historically, monthly franchise fees were structured as fixed payments of $1,000-$3,000 per month per studio. In July 2019, we transitioned our model in the United States for new franchisees to a franchise fee based on the greater of a fixed monthly franchise fee or a percentage of gross monthly studio revenue, which we believe will help to further align our interests with those of our franchisees while also providing us with the opportunity to increase franchise revenue. In select markets outside of

 

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the United States, and for renewals of existing franchisees in the United States, we are in the process of developing a strategy for transitioning to a similar model.

 

  •  

Equipment and Merchandise: Consists of fees paid to us in exchange for (i) World Packs for new F45 Training studios, which are comprehensive opening packs containing the standardized set of F45-branded fitness equipment and related technology required to operate an F45 Training studio and (ii) subsequent additional and/or replacement equipment and merchandise sales to franchisees including technology, apparel and other fitness-related products. Typically, a portion of the World Pack fee is required to be paid upon the execution of a franchise agreement, with the balance due upon the earlier of: (i) the date the franchisee orders the World Pack; or (ii) eight months from the effective date of the franchise agreement. The franchise agreement mandates all franchisees to order and update new equipment on an annual basis.

Expenses

We primarily incur the following expenses directly related to our cost of revenues:

 

  •  

Cost of Franchise Revenue: Consists of direct costs associated with franchise sales, lead generation and the provision of marketing services to our franchisees. Our cost of franchise revenue changes primarily based on the number of Total Franchises Sold and Total Studios.

 

  •  

Cost of Equipment and Merchandise Revenue: Primarily includes the direct costs associated with World Pack equipment as well as additional and replacement equipment and merchandise sales to new and existing franchisees. World Pack costs consist of the cost of the components included in opening packs sold to franchisees, including: (i) gym equipment; (ii) our tech pack (e.g., TVs, F45TV adapters / dongles, heart monitors); and (iii) uniforms and merchandise. Our cost of equipment and merchandise changes primarily based on the World Pack equipment sales, which is driven by the number of franchises sold.

 

  •  

Selling, General, and Administrative Expenses: Consists of costs associated with wages and salaries and ongoing administrative and franchisee support functions related to our existing franchisees. These costs primarily consist of brand marketing, fitness programming development and testing, technology costs related to development and maintenance of our technology-enabled centralized delivery platform, marketing and promotional activities for the F45 Training brand and legal and accounting expenses.

 

  •  

Forgiveness of Loans to Directors: As described in “Note 2—Summary of Significant Accounting Policies” to the consolidated financial statements included elsewhere in this prospectus, in connection with the MWIG Transaction that closed on March 15, 2019, we forgave loans that were previously extended to certain of our existing stockholders who are executive officers and directors.

 

  •  

Other Expense, Net: Our other expense, net primarily relates to realized and unrealized gains and losses on foreign currency transactions.

(Benefit) Provision for Income Taxes

Our effective income tax rate differed from the U.S. statutory tax rate of 21% primarily due to the effect of certain nondeductible expenses, permanent differences, foreign jurisdiction earnings taxed at different rates, reserves for uncertain tax positions and a valuation allowance against certain domestic deferred tax assets that are not more likely than not to be realized.

 

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Recent Transactions

On March 15, 2019, MWIG acquired a minority investment in us. Such investment was effectuated through the following transactions:

 

  •  

on March 12, 2019, F45 Training Holdings was incorporated in the State of Delaware as an ultimate holding company;

 

  •  

on March 15, 2019, MWIG invested $100 million in F45 Training Holdings in exchange for 10,000,000 shares of convertible preferred stock; and

 

  •  

immediately following such investment by MWIG, our predecessor’s stockholders, Adam Gilchrist, our Co-Founder and President and Chief Executive Officer, Robert Deutsch, our Co-Founder and former Executive Chairman of our Board of Directors, and 2M Properties Pty Ltd, or 2M Properties, sold all of their existing capital stock in our predecessor, F45 Aus to Flyhalf Acquisition Company Pty Ltd, or Flyhalf Acquisition, an indirect wholly-owned subsidiary of F45 Training Holdings, for an aggregate of (a) $100 million in cash, (b) $50 million in secured promissory notes from Flyhalf Acquisition, or the Initial Stockholder Notes, and (c) 29,000,000 shares of our common stock. In connection with the issuance of the Initial Stockholder Notes, we entered into a guaranty with each of Messrs. Gilchrist and Deutsch and 2M Properties pursuant to which we guaranteed the obligations of Flyhalf Acquisition under their respective Initial Stockholder Notes.

On April 26, 2019, MWIG invested an additional $10 million in us for an additional 1,000,000 shares of convertible preferred stock. Immediately after giving effect to such investment, we became owned, on an as-converted basis (assuming the conversion of our convertible preferred stock into 15,274,808 shares of common stock and assuming all RSUs issued to Mark Wahlberg fully vest (see “Certain Relationships and Related Transactions—Promotional Agreement” for more details regarding the RSUs held by Mr. Wahlberg)) 28.59% by Mr. Gilchrist, 28.59% by Mr. Deutsch, 6.35% by 2M Properties, 33.47% by MWIG and 3.00% by Mr. Wahlberg. For additional details regarding the MWIG Transaction, see “Certain Relationships and Related Party Transactions—MWIG Transaction.”

We contributed the proceeds from the additional MWIG investment to Flyhalf Acquisition, which in turn used such funds to prepay an aggregate of $9.5 million in outstanding principal balance under the Initial Stockholder Notes and to repay $0.5 million of accrued interest.

We entered into a senior Secured Credit Agreement, dated as of September 18, 2019, or the Secured Credit Agreement, with JPMorgan Chase Bank, N.A., as Administrative Agent, Australian Security Trustee, Lender, Swingline Lender and Issuing Bank, consisting of a $20.0 million revolving credit facility, or the Revolving Facility, and a $30.0 million term loan facility, or the Term Facility. Initial borrowings of $30.0 million from the Term Facility and $11.9 million of the availability under the Revolving Facility were used to repay in full amounts due to common stockholders as a result of the MWIG Transaction. See “Note 12—Convertible Preferred Stock and Stockholders’ Equity” to the consolidated financial statements included elsewhere in this prospectus, for further discussion. The remaining availability under the Revolving Facility may be drawn and used for general corporate purposes. The obligations under the Secured Credit Agreement are guaranteed by certain of our operating subsidiaries and secured by a majority of our assets. The original maturity date of the Credit Facility was September 18, 2022. The Revolving Facility may be prepaid and terminated by us at any time without premium or penalty (subject to customary LIBOR breakage fees). On October 6, 2020, we executed a second amendment to the Secured Credit Agreement with JPMorgan Chase Bank, N.A. At the time of execution, Term A Loans outstanding was $35.0 million and Revolving Loan outstanding was $7.0 million.

The Term Facility bears interest in quarterly installments at 3.75% of the principal amount until September 30, 2021. Starting December 31, 2021 until the maturity date, the Term Facility bears

 

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quarterly interest at 5.00% of the principal amount. The Term Facility principal and interest payments are due quarterly in accordance with an amortization schedule with a maturity date of September 18, 2022.

The Revolving Facility bears interest at our option at a floating rate of LIBOR plus 1.5 percent or an alternate base rate plus 0.5 percent. We have currently elected to bear interest at LIBOR plus 1.5 percent. We are required to pay to the lenders a quarterly commitment fee of 0.25% per annum on the daily unused amount of the Revolving Facility and fees relating to the issuance of letters of credit. The outstanding balance and remaining availability of the Revolving Facility as of March 31, 2021 was $7.0 million and $0, respectively.

The terms of the Secured Credit Agreement require that we not permit the Fixed Charge Coverage Ratio, as defined in the Secured Credit Agreement, for any period of four consecutive fiscal quarters to be less than 1.25 to 1.00. We are also required to maintain a Total Leverage Ratio, as defined in the Secured Credit Agreement, for any period of four consecutive fiscal quarters of less than 2.00 to 1.00. The Secured Credit Agreement also contains other customary covenants. As of March 31, 2021, we were in compliance with our financial covenants.

The Secured Credit Agreement permits the payment of dividends to stockholders and share repurchases by us of up to 15% of the equity interests held by our stockholders.

On October 25, 2019, we entered into an interest rate swap agreement, or the Swap Agreement, with JP Morgan Chase Bank N.A. to fix the interest rate on the Term Facility over the life of the loan. The notional amount of the swap covers the entire $30 million in borrowings outstanding under the Term Facility. Under the terms of the Swap Agreement, the Term Facility, which formerly accrued interest at a rate of LIBOR plus 1.50% will accrue interest starting on the effective date (October 30, 2019) at a fixed rate of 1.741% on an annualized basis. Our objective in executing the Swap Agreement was to hedge against periodic fluctuations in cash flow due to changes in the LIBOR rates.

On June 23, 2020, we amended the Secured Credit Agreement to allow it to enter into a definitive agreement with a special purpose acquisition corporation. On October 6, 2020, the Company amended the agreement a second time. Through the second amendment, the Company agreed to convert $8.0 million of the amount outstanding on the Revolving Facility to be part of the Term Facility. In addition to converting a portion of the Revolving Facility to the Term Facility, the Company agreed to repay $5.0 million of the principal amount of the Revolving Facility outstanding.

In connection with the second amendment to the Secured Credit Agreement, we modified the existing covenants under the Secured Credit Agreement. The total leverage ratio was modified such that we are required to maintain a total leverage ratio, for any period of four consecutive fiscal quarters, of less than 7.00 to 1.00. Prior to the second amendment to the Secured Credit Agreement, we were required to maintain a total leverage ratio, for any period of four consecutive fiscal quarters, of less than 2.00 to 1.00. Additionally, the second amendment to the Secured Credit Agreement introduced a new covenant, a senior secured leverage ratio, which requires us to maintain a senior secured leverage ratio, for any period of four consecutive fiscal quarters, of less than 2.00 to 1.00.

The interest rate of both Secured Credit Agreement and the Revolving facility were amended to 4.00% and 3.00% for Eurodollar loans and letters of credit, and ABR Loans, respectively.

On June 24, 2020, we entered into a definitive agreement under which Crescent Acquisition Corp would acquire us for an enterprise value of $845 million. On October 5, 2020, we and Crescent Acquisition Corp jointly terminated the agreement because, at that time, a significant number of our studios remained temporarily closed or were closing temporarily again, and there was not yet a clear

 

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path for the re-opening of all of our studios and a return to pre-COVID-19 business levels in October 2020. As of March 31, 2021, 86% of our Total Studios were open.

On October 6, 2020, we entered into agreements with KLIM pursuant to which KLIM invested $225 million into F45 in a mix of a second lien term loan and convertible note. These agreements included a subordinated credit agreement consisting of a $125.0 million term loan facility and subordinated convertible credit agreement pursuant to which we issued $100.0 million of convertible notes. The term loan carries PIK interest of 13.0% with a five year maturity. The convertible notes carry PIK interest of 0.35% and a minimum return on invested capital of 1.5x, maturing in five years and converts at the election of KLIM based on a conversion equity value of $500 million in the event of an initial public offering by us. The convertible notes will convert into an aggregate of 14,847,066 shares of our common stock upon the completion of this offering.

On December 30, 2020, we, GIL SPE, LLC, or GIL, owned by Mr. Gilchrist, and MWIG entered into a Stock Purchase Agreement with the L1 Capital Funds pursuant to which each of GIL and MWIG sold a portion of their shares to the L1 Capital Funds.

In April 2021, we entered into an intellectual property license agreement with FW SPV II LLC (“FW SPV”), a Delaware limited liability company, regarding certain intellectual property previously owned by Flywheel Sports, Inc. (“Flywheel IP”). The license agreement is for a period of five years at a rate of $5 million per year and will terminate upon the closing of the Flywheel IP acquisition described below. Also, on March 31, 2021, we entered into an asset purchase agreement with FW SPV, whereby we can acquire the rights to the Flywheel IP upon the occurrence of certain circumstances for $25.0 million. The acquisition of the Flywheel IP is anticipated to close concurrently with the closing of this offering.

 

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Results of Operations

The following tables summarize key components of our results of operations for the periods indicated:

 

    Three Months Ended March 31,     Year Ended
December 31,		  
        2021             2020         2020     2019  
    (dollars in thousands)  

Revenues:

        

Franchise (Related party: $45 and $97 for the three months ended March 31, 2021 and 2020, and $340 and $883 for 2020 and 2019)

   $ 13,156   $ 13,638   $ 52,555   $ 42,897

Equipment and merchandise (Related party: $0 for the three months ended March 31, 2021 and 2020, and $116 and $122 for 2020 and 2019)

     5,035     11,204     29,758     49,793
 

 

 

    

 

 

    

 

 

    

 

 

  

Total revenues

     18,191     24,842     82,313     92,690
Costs and operating expenses:        

Cost of franchise revenue (Related party: $0 and $12 for the three months ended March 31, 2021 and 2020, and $0 and $140 for 2020 and 2019)

     1,214     3,184     7,937     11,310

Cost of equipment and merchandise (Related party: $941 and $1,051 for the three months ended March 31, 2021 and 2020, and $4,067 and $2,702 for 2020 and 2019)

     3,181     6,331     21,713     26,678

Selling, general and administrative expenses

     16,828     13,991     57,827     41,126

Forgiveness of loans to directors

     -         -         -         22,263
 

 

 

    

 

 

    

 

 

    

 

 

  

Total costs and operating expenses

     21,223     23,506     87,477     101,377
 

 

 

    

 

 

    

 

 

    

 

 

  

(Loss) income from operations

     (3,032 )      1,336     (5,164 )      (8,687 ) 

Loss on change in value of derivative liabilities

     25,505     -         8,818     -    

Interest expense, net

     8,415     378     9,399     414

Other expense (income), net

     291       1,681     (1,154 )      384
 

 

 

    

 

 

    

 

 

    

 

 

  

Loss before income taxes

     (37,243 )      (723 )      (22,227 )      (9,485 ) 

(Benefit) provision for income taxes

     (398 )      10     3,062     3,117
 

 

 

    

 

 

    

 

 

    

 

 

  

Net loss

   $ (36,845 )    $ (733 )    $ (25,289 )    $ (12,602 ) 
 

 

 

    

 

 

    

 

 

    

 

 

  

 

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Comparison of the three months ended March 31, 2021 and 2020

Revenue

Franchise Revenue

 

     Three Months Ended March 31,      Change  
         2021              2020          $     %  
     (dollars in thousands)               

Franchise

           

USA

    $ 7,015    $ 8,248    $ (1,233 )      (15 )% 

Australia

      3,289      2,751      538     20 % 

ROW

      2,852      2,639      213     8 % 
  

 

 

     

 

 

     

 

 

    

 

 

  

Total franchise revenue

    $ 13,156    $ 13,638    $ (482 )      (4 )% 
  

 

 

     

 

 

     

 

 

    

 

 

  
     Three Months Ended March 31,      Change  
         2021              2020          Stores     %  
     (in units)               

Total franchises sold

           

USA

      941      826      115     14 % 

Australia

      676      653      23     4 % 

ROW

      630      480      150     31 % 
  

 

 

     

 

 

     

 

 

    

 

 

  

Total franchises sold, end of period

      2,247      1,959      288     15 % 
  

 

 

     

 

 

     

 

 

    

 

 

  

The $1.2 million, or 15%, decrease in franchise revenue in the United States for the three months ended March 31, 2021 compared to the three months ended March 31, 2020 was primarily attributable to the decline in number of new studio openings in the United States during the period. The number of new studio openings decreased by 24 from 56 new studio openings for the three months ended March 31, 2020 to 32 new studio openings for the three months ended March 31, 2021. Due to the decline in number of new studio openings, pre-open marketing revenue for the period decreased by $1.2 million. Franchise-related fees and other recurring fixed fees remained relatively consistent for the three months period ended March 31, 2021 and March 31, 2020. The decline in number of new studio openings was primarily as a result of the COVID-19 pandemic which had a minimal impact for the period ended March 31, 2020.

The $0.5 million, or 20%, increase in franchise revenue in Australia for the three months ended March 31, 2021 compared to the three months ended March 31, 2020 was primarily attributable to increase franchise fees paid by franchisees as a result of an increase in number of open studios. Open studios increased from 593 as of March 31, 2020 to 617 as of March 31, 2021, which is a 4% increase compared to the equivalent period in 2020. As a combination of our mature presence in the Australian market and the fact that the impact of COVID-19 pandemic on studio closures in Australia was relatively low for the three months ended March 31, 2021, our Australia segment continues to see a moderate increase in its franchise revenue.

The $0.2 million, or 8%, increase in franchise revenue in ROW for the three months ended March 31, 2021 compared to the three months ended March 31, 2020 was primarily attributable to the increase in number of studios open for ROW. Open studios increased from 273 as of March 31, 2020 to 352 as of March 31, 2021, which is a 30% increase compared to the equivalent period in 2020. Due to studio growth, establishment fees, monthly franchise fees, and other franchise-related fees increased by $0.6 million during the period. The increase was offset by $0.4 million decrease in marketing and other recurring fixed fees, which was primarily caused by the decrease in number of new studio openings for the three months ended March 31, 2021 as compared to the same period in

 

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2020. The number of new studio openings for the three months ended March 31, 2021 and 2020 was 17 and 34, respectively.

Equipment and Merchandise Revenue

 

     Three Months Ended March 31,      Change  
         2021              2020          $     %  
     (dollars in thousands)               

Equipment and merchandise

           

USA

    $ 2,481    $ 6,079    $ (3,598 )      (59 )% 

Australia

      839      1,518      (679 )      (45 )% 

ROW

      1,715      3,607      (1,892 )      (52 )% 
  

 

 

     

 

 

     

 

 

    

 

 

  

Total equipment and merchandise

    $ 5,035    $ 11,204    $ (6,169 )      (55 )% 
  

 

 

     

 

 

     

 

 

    

 

 

  

The $3.6 million, or 59%, decrease in equipment and merchandise revenue in the United States for the three months ended March 31, 2021 compared to the three months ended March 31, 2020 was primarily attributable to the decrease of World Pack sales during the first quarter of 2021. World Pack sales decreased by $3.6 million related to only 32 new studio openings during the period, compared to 56 new studio openings during the three months ended March 31, 2020. The decrease in World Pack sales during the three months ended March 31, 2021 was driven by a reduction in studio openings and World Pack deliveries due to the COVID-19 pandemic.

The $0.7 million, or 45%, decrease in equipment and merchandise revenue in Australia for the three months ended March 31, 2021 compared to the three months ended March 31, 2020 in Australia was largely attributable to the decrease of new studio sales during the first quarter of 2021. World Pack sales decreased by $0.7 million from 1 new studio opening during the period, compared to World Pack sales to 12 new studio openings during the three months ended March 31, 2020. The decrease in World Pack sales during the three months ended March 31, 2021 was driven by a reduction in studio openings due to the COVID-19 pandemic.

The $1.9 million, or 52%, decrease in equipment and merchandise revenue for the three months ended March 31, 2021 compared to the three months ended March 31, 2020 in ROW was primarily attributable to the decrease in World Pack sales during the first quarter of 2021. World Pack sales decreased by $1.9 million from 17 new studio openings during the period, compared to World Pack sales to 34 new studio openings during the three months ended March 31, 2020. The decrease in World Pack sales during the three months ended March 31, 2021 was driven by a reduction in studio openings and World Pack deliveries due to the COVID-19 pandemic.

Cost of revenue

Cost of franchise revenue

 

     Three Months Ended March 31,     Change  
         2021             2020         $     %  
     (dollars in thousands)      

Franchise

         

USA

    $ 1,022   $ 2,931   $ (1,909 )      (65 )% 

Australia

      178     159     19     12 % 

ROW

      14     94     (80 )      (85 )% 
  

 

 

    

 

 

    

 

 

    

 

 

  

Total cost of franchise revenue

    $ 1,214   $ 3,184   $ (1,970 )      (62 )% 
  

 

 

    

 

 

    

 

 

    

 

 

  

Percentage of franchise revenue

      9 %      23 %     

 

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The $1.9 million, or 65%, decrease in cost of franchise revenue in the United States for the three months ended March 31, 2021 as compared to the same period in 2020 was primarily attributable to $1.9 million decrease related to marketing programs put on hold during the three months ended March 31, 2021 as a result of the COVID-19 pandemic.

The less than $0.1 million, or 12%, increase in cost of franchise revenue in Australia during the three months ended March 31, 2021 as compared to the same period in 2020 was attributable to incremental costs to fulfill contracts with franchisees.

The less than $0.1 million, or 85%, decrease in cost of franchise revenue in ROW during the three months ended March 31, 2021 as compared to the same period in 2020 was primarily attributable to decrease in marketing expenses as most studios were closed due to the COVID-19 pandemic.

Cost of equipment and merchandise

 

     Three Months Ended March 31,     Change  
         2021             2020         $     %  
     (dollars in thousands)              

Equipment and merchandise

         

USA

    $ 1,478   $ 3,026   $ (1,548 )      (51 )% 

Australia

      807     1,282     (475 )      (37 )% 

ROW

      896     2,023     (1,127 )      (56 )% 
  

 

 

    

 

 

    

 

 

    

 

 

  

Total equipment and merchandise cost of revenue

    $ 3,181   $ 6,331   $ (3,150 )      (50 )% 
  

 

 

    

 

 

    

 

 

    

 

 

  

Percentage of equipment and merchandise revenue

      63 %      57 %     

The $1.5 million, or 51%, decrease in cost of equipment and merchandise for the United States for the three months ended March 31, 2021 as compared to the same period in 2020 was primarily attributable to a decrease of $1.5 million in equipment costs from the decrease in new studio openings during the period as a result of the COVID-19 pandemic. This decrease was partially offset by a nominal increase in merchandise costs.

The $0.5 million, or 37%, decrease in cost of equipment and merchandise for Australia for the three months ended March 31, 2021 as compared to the same period in 2020 relates to a decrease in equipment costs from the decrease in new studio openings during the period as a result of the COVID-19 pandemic.

The $1.1 million, or 56%, decrease in cost of equipment and merchandise for ROW for the three months ended March 31, 2021 as compared to the same period in 2020 is primarily attributable to a decrease in equipment costs from the decrease in new studio openings during the period as a result of the COVID-19 pandemic.

Selling, general, and administrative expenses

 

     Three Months Ended March 31,     Change  
         2021             2020         $      %  
     (dollars in thousands)               

Selling, general and administrative expenses

    $ 16,828     $ 13,991   $ 2,837        20 % 

Percentage of revenue

      93 %      56 %      

 

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The $2.8 million, or 20%, increase in selling, general, and administrative expenses during the three months ended March 31, 2021 as compared to the same period in 2020 was primarily attributable to a $2.6 million increase in salaries and marketing expenses and $1.2 million increase in professional service fees from the continued expansion of our business, our ongoing brand awareness campaigns, and overhead incidental to day-to-day operations across our expanding global footprint. This increase was partially offset by a decrease of $0.5 million in travel expenses due to the COVID-19 pandemic and $0.4 million in other operating expenses, such as sales tax expenses.

Loss on derivative liabilities

 

     Three Months Ended March 31,      Change  
         2021              2020          $      %  
     (dollars in thousands)                

Loss on derivative liabilities, net

    $ 25,505      $ -        $ 25,505        100 % 

On October 6, 2020, we entered into a subordinated convertible debt agreement, or the Convertible Notes, whereby we issued $100 million of Convertible Notes to certain holders maturing on September 30, 2025. The Convertible Notes contain embedded derivatives that required bifurcation and recognition as liabilities on the condensed consolidated balance sheet. The liabilities for these embedded derivatives was measured at fair value as of October 6, 2020, and the subsequent change in the estimated fair value was recorded as a loss during the three months ended March 31, 2021. No such loss was recorded for the three months ended March 31, 2020.

Interest expense, net

 

     Three Months Ended March 31,      Change  
         2021              2020          $      %  
     (dollars in thousands)        

Interest expense, net

    $ 8,415    $ 378    $ 8,037      2126 % 

The increase in interest expense, including the amortization of debt discounts, net for the three months ended March 31, 2021 compared to the same period in 2020 was a result of the new borrowings taken out on October 6, 2020. The borrowings as of March 31, 2020 were $48.5 million, while total debt (including convertible debt) outstanding as of March 31, 2021 increased to $248.6 million.

Other expense, net

 

     Three Months Ended March 31,      Change  
         2021              2020          $     %  
     (dollars in thousands)        

Other expense, net

    $ 291      $ 1,681    $ (1,390 )      (83 )% 

The $1.4 million increase in other (income) expense, net represents realized and unrealized gains and losses on foreign currency transactions. This increase during the three months ended March 31, 2021, was mostly due to the volatility of foreign exchange rates during the three months ended March 31, 2021 under the COVID-19 pandemic compared to the strengthening of the U.S. dollar relative to the Australian dollar during the same period in prior year.

 

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Provision for income taxes

 

     Three Months Ended March 31,      Change  
         2021             2020          $     %  
     (dollars in thousands)               

(Benefit) provision for income taxes

    $ (398 )    $ 10    $ (408 )      (4,080 )% 

The decrease in the provision for income taxes was primarily driven by an increase in pretax loss reported by the US and Australia segments in the three months ended March 31, 2021. The decline in loss before income taxes was most significantly driven by the operational challenges experienced due to the COVID-19 pandemic.

Comparison of the years ended December 31, 2020 and 2019

Revenue

Franchise Revenue

 

     Year Ended
December 31,		      Change  
     2020      2019      $     %  
     (dollars in thousands)               

Franchise

           

USA

    $ 30,962      $ 24,783      $ 6,179       25 % 

Australia

      10,577        10,763        (186 )      (2 )% 

ROW

      11,016        7,351        3,665       50 % 
  

 

 

     

 

 

     

 

 

    

 

 

  

Total franchise revenue

    $ 52,555      $ 42,897      $ 9,658       23 % 
  

 

 

     

 

 

     

 

 

    

 

 

  

 

     Year Ended
December 31,		      Change  
     2020      2019      Stores      %  
     (in units)                

Total franchises sold

            

USA

      931        814        117        14 % 

Australia

      679        643        36        6 % 

ROW

      634        435        199        46 % 
  

 

 

     

 

 

     

 

 

     

 

 

  

Total franchises sold, end of period

      2,244        1,892        352        19 % 
  

 

 

     

 

 

     

 

 

     

 

 

  

The $6.2 million, or 25%, increase in franchise revenue in the United States for the year ended December 31, 2020 compared to the year ended December 31, 2019 was primarily attributable to our growth in franchise sales in this geography. Total franchises sold in this region increased by 14% from 814 as of December 31, 2019 to 931 as of December 31, 2020. Due to the studio growth experienced during this period, establishment, monthly franchise fees and other franchise-related fees increased by $7.0 million during the period. The increase was offset by $0.8 million decrease in monthly service-related fees.

The $0.2 million, or 2%, decrease in franchise revenue in Australia for the year ended December 31, 2020 compared to the year ended December 31, 2019 was attributable to a decrease of $0.1 million in service fees that was driven by a pause on marketing programs during the pandemic as well as a decrease of $0.7 million related to rebates provided to customers. This was offset by a $0.6 million increase in revenue from establishment and other franchise-related fees as total franchises sold in this region increased by 6% from 643 as of December 31, 2019 to 679 as of December 31, 2020.

 

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The $3.7 million, or 50%, increase in franchise revenue in ROW for the year ended December 31, 2020 compared to the year ended December 31, 2019 was primarily attributable to our growth in studio openings in this geography, which increased our franchise revenue by $3.8 million. The increase was offset by a $0.1 million due to a decrease in marketing revenue and service fees. Total franchises sold in this region increased by 45% from 435 as of December 31, 2019 to 634 as of December 31, 2020.

Equipment and Merchandise Revenue

 

     Year Ended
December 31,		      Change  
     2020      2019      $     %  
     (dollars in thousands)               

Equipment and merchandise

           

USA

    $ 14,086      $ 28,081      $ (13,995 )      (50 )% 

Australia

      6,307        9,591        (3,284 )      (34 )% 

ROW

      9,365        12,121        (2,756 )      (23 )% 
  

 

 

     

 

 

     

 

 

    

 

 

  

Total equipment and merchandise revenue

    $ 29,758      $ 49,793      $ (20,035 )      (40 )% 
  

 

 

     

 

 

     

 

 

    

 

 

  

The $14.0 million, or 50%, decrease in equipment and merchandise revenue in the United States for the year ended December 31, 2020 compared to the year ended December 31, 2019 was primarily attributable to the decrease of World Pack sales during the year. World Pack sales decreased by $14.3 million, or 55%, from 115 studios during the period, compared to World Pack sales to 253 studios in 2019. The decrease in World Pack sales during the year ended December 31, 2020 was driven by a reduction in studio openings and deferral of World Pack deliveries due to the pandemic. This was partially offset by a $0.3 million increase in top-up or ancillary equipment revenue during the year ended December 31, 2020 compared to the prior year.

The $3.3 million, or 34%, decrease in equipment and merchandise revenue in Australia for the year ended December 31, 2020 compared to the year ended December 31, 2019 was primarily attributable decrease of World Pack sales during the year. World Pack sales decreased by $2.8 million, or 64%, from 25 studios during the period, compared to World Pack sales to 69 studios during the equivalent period in 2019. This is a function of our mature presence in this market. Merchandise revenue, including wholesale electronic and wearable products, merchandise, and apparel sales, also decreased by $1.2 million during the year ended December 31, 2020 compared to the prior year. The decrease in World Pack sales and merchandise revenue was partially offset by a $0.7 million increase in top-up equipment revenue during the year ended December 31, 2020 compared to the prior year.

The $2.8 million, or 23%, decrease in equipment and merchandise revenue in ROW for the year ended December 31, 2020 compared to the year ended December 31, 2019 was primarily attributable to the decrease of World Pack sales during the year. World Pack sales decreased by $3.1 million, or 18%, to 99 studios during the period, compared to World Pack sales to 120 studios in 2019 driven by the decrease and delay of studio openings due to the pandemic during the year. The decrease in World Pack sales was partially offset by a $0.3 million increase in top-up equipment revenue during the year ended December 31, 2020 compared to the prior year.

 

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Cost of revenue

Cost of franchise revenue

 

     Year Ended
December 31,		     Change  
           2020             2019       $     %  
     (dollars in thousands)              

Franchise

         

USA

    $ 6,996     $ 9,971     $ (2,975 )      (30 )% 

Australia

      760       534       226       42 % 

ROW

      181       805       (624 )      (78 )% 
  

 

 

    

 

 

    

 

 

    

 

 

  

Total cost of franchise revenue

    $ 7,937     $ 11,310     $ (3,373 )      (30 )% 
  

 

 

    

 

 

    

 

 

    

 

 

  

Percentage of revenue

      15 %      26 %     

The $3.0 million, or 30%, decrease in cost of franchise revenue for the United States during the year ended December 31, 2020 as compared to the year ended December 31, 2019 was primarily attributable to $3.2 million decrease related to marketing programs put on hold during the COVID-19 pandemic, which were partially offset by a $0.2 million increase in incremental costs to obtain and fulfill contracts with franchisees.

The $0.2 million, or 42%, increase in cost of franchise revenue for Australia during the year ended December 31, 2020 as compared with the same period in 2019 was attributable to a $0.2 million increase in membership marketing programs and incremental costs to obtain and fulfill contracts with franchisees.

The $0.6 million, or 78%, decrease in cost of franchise revenue for ROW for the year ended December 31, 2020 as compared with the same period in 2019 was primarily attributable to the decrease in marketing expenses as most studios were closed due to the pandemic.

Our cost of franchise revenue as a percentage of revenue varies significantly across our segments because a greater number of franchisees located in the United States utilize our marketing programs, as compared with franchisees in Australia and Rest of World.

Cost of equipment and merchandise

 

     Year Ended
December 31,		     Change  
           2020             2019       $     %  
     (dollars in thousands)              

Equipment and merchandise

         

USA

    $ 10,053     $ 14,273     $ (4,220 )      (30 )% 

Australia

      6,158       7,465       (1,307 )      (18 )% 

ROW

      5,502       4,940       562       11 % 
  

 

 

    

 

 

    

 

 

    

 

 

  

Total equipment and merchandise cost of revenue

    $ 21,713     $ 26,678     $ (4,965 )      (19 )% 
  

 

 

    

 

 

    

 

 

    

 

 

  

Percentage of revenue

      73 %      54 %     

The $4.2 million, or 30%, decrease in cost of equipment and merchandise for the United States for the year ended December 31, 2020 as compared to the same period in 2019 was primarily due to a decrease of $3.6 million in equipment costs due to the decrease in new franchise openings during 2020 as a result of the pandemic and a $0.6 million decrease in merchandise costs.

 

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The $1.3 million, or 18%, decrease in cost of equipment and merchandise for Australia for the year ended December 31, 2020 as compared to the same period in 2019 was due to a decrease in World Pack costs of $0.9 million due to the decrease in franchise openings in 2020 as a result of the pandemic. A decrease in $0.4 million of merchandise costs was due to the decrease of inventory as a result of a decrease in sales of apparel and protein supplements.

The $0.6 million, or 11%, increase in cost of equipment and merchandise for ROW for the year ended December 31, 2020 compared with the same period in 2019 was primarily attributable to $0.2 million of equipment costs due to an increase of new franchises in ROW and $0.4 million increase in merchandise costs.

Our cost of equipment and merchandise as a percentage of revenue increased by 19% in the year ended December 31, 2020 compared with the same period in 2019 as a result of increased logistics, shipping and warehouse costs associated with delayed shipments to franchisees as studio openings were delayed because of the COVID-19 pandemic.

Selling, general and administrative expenses

 

     Year Ended
December 31,		     Change  
     2020     2019     $      %           
     (dollars in thousands)               

Selling, general and administrative expenses

    $ 57,827     $ 41,126     $ 16,701        41 % 

Percentage of revenues

      70 %      44 %      

The $16.7 million, or 41%, increase in selling, general and administrative expenses during the year ended December 31, 2020 as compared with the same period in 2019 was primarily attributable to $13.8 million for professional services, legal, tax, accounting, and consulting incurred in preparation for an anticipated transaction, a debt reorganization, and the repurchase of stock. An additional $7.5 million of the increase was attributable to depreciation and amortization, inventory write-offs, and bad debt expense due to the pandemic. This was partially offset by a decrease of $4.6 million due to the decrease in marketing, wages, and travel expenses throughout the year also due to the pandemic.

Forgiveness of loans to directors

 

     Year Ended
December 31,		      Change  
          2020                2019           $         %        
     (dollars in thousands)               

Forgiveness of loans to directors

    $ -        $ 22,263      $ (22,263 )      NM  

On March 15, 2019, in connection with the MWIG Transaction, we forgave loans that were previously extended to certain of our existing stockholders who are executive officers and directors of the Company. No such expense was recorded for the year ended December 31, 2020.

Loss on derivative liabilities

 

     Year Ended
December 31,		      Change
          2020                2019           $          %    
     (dollars in thousands)              

Loss on derivative liabilities

    $ 8,818      $ -        $ 8,818      NM

 

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On October 6, 2020, we entered into a subordinated convertible debt agreement, or the Convertible Notes, whereby we issued $100 million of Convertible Notes to certain holders maturing on September 30, 2025. The Convertible Notes contain embedded derivatives that required bifurcation recognition as liabilities on the condensed consolidated balance sheet. The liabilities for these embedded derivatives was measured at fair value as of October 6, 2020, and the subsequent change in the estimated fair value was recorded as a loss during the year ended December 31, 2020. No such loss was recorded for the year ended December 31, 2019.

Interest expense, net

 

     Year Ended
December 31,		      Change
          2020                2019           $          %    
     (dollars in thousands)              

Interest expense, net

    $ 9,399      $ 414      $ 8,985      2,170%

The increase in interest expense, including the amortization of debt discounts, net for the year ended December 31, 2020 compared to the same period in 2019 was a result of the new borrowings taken out on October 6, 2020. The borrowings in 2019 were $41.0 million, while total debt (including convertible debt) outstanding as of December 31, 2020 increased to $242.0 million.

Other (income) expense, net

 

     Year Ended
December 31,		      Change  
          2020               2019           $         %      
     (dollars in thousands)               

Other (income) expense, net

    $ (1,154 )    $ 384      $ (1,538 )      NM  

Other income, net for the year ended December 31, 2020 related to realized and unrealized gains and losses on foreign currency transactions. This was mostly due to the volatility of foreign exchange rates throughout the year under the COVID-19 pandemic. $0.8 million was attributable to the foreign exchange losses in Australia.

Provision for income taxes

 

     Year Ended
December 31,		      Change  
          2020                2019           $         %      
     (dollars in thousands)               

Provision for income taxes

    $ 3,062      $ 3,117      $ (55 )      (2 )% 

The decrease in the provision for income taxes was primarily driven by a decrease in pretax income reported by the US segment in the year ended December 31, 2020, which was substantially offset by a reduction in losses reported by its Australia segment. The decline in profit before income taxes was most significantly driven by operational challenges experienced due to the COVID-19 pandemic.

Liquidity and Capital Resources

Overview

As of March 31, 2021, we held $25.3 million of cash and cash equivalents, of which $2.8 million was held by our foreign subsidiaries outside of the United States. In the event that we repatriate these

 

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funds from our foreign subsidiaries, we would need to accrue and pay applicable United Sates taxes and withholding taxes payable to various countries. As of March 31, 2021, our intent was to permanently reinvest these funds outside of the United States. Accordingly, no deferred taxes have been provided for withholding taxes or other taxes that would result upon repatriation of approximately $31.8 million of undistributed earnings from these foreign subsidiaries as those earnings continue to be permanently reinvested. It is not practicable to estimate income tax liabilities that might be incurred if such earnings were remitted to the United States due to the complexity of the underlying calculation. Although we have no intention to repatriate the undistributed earnings of our foreign subsidiaries for the foreseeable future, if such funds are needed for operations in the United States, to the extent applicable and material, we will revise future filings to address the potential tax implications. Our primary cash needs are for the funding of day-to-day operations, financing capital investments and to address our working capital needs.

We believe that our operating cash flow and cash on hand will be adequate to meet our operating, investing and financing needs for the next 12 months. If necessary, we may borrow funds under the Revolving Facility to finance our liquidity requirements, subject to customary borrowing conditions. The outstanding balance of the Revolving Facility as of March 31, 2021 was $7.0 million. To the extent additional funds are necessary to meet our long-term liquidity needs as we continue to execute our business strategy, we anticipate that they will be obtained through the incurrence of additional indebtedness, additional equity financings or a combination of these potential sources of funds; however, such financing may not be available on favorable terms, or at all. Our ability to meet our operating, investing and financing needs depends to a significant extent on our future financial performance, which will be subject in part to general economic, competitive, financial, regulatory and other factors that are beyond our control, including those described elsewhere in this prospectus under the heading “Risk Factors.” In addition to these general economic and industry factors, the principal factors in determining whether our cash flows will be sufficient to meet our liquidity requirements will be our ability to globally expand our franchisee footprint.

Cash flow

 

         Three Months Ended
March 31,    		         Year Ended
December 31,    		  
     2021     2020     2020     2019  
    

(dollars in thousands)

     (dollars in thousands)  

Net cash (used in) provided by operating activities

    $ (201 )    $ (2,863 )    $ (19,822 )    $ 8,328  

Net cash used in investing activities

      (179 )      (680 )      (1,537 )      (1,143 ) 

Net cash (used in) provided by financing activities

      (1,313 )      6,912       42,552       (4,198 ) 

Effect of exchange rate changes on cash, cash equivalents, and restricted cash

      (384 )      (348 )      (493 )      315  
  

 

 

    

 

 

    

 

 

    

 

 

  

Net (decrease) increase in cash, cash equivalents, and restricted cash

    $ (2,077 )    $ 3,021     $ 20,700     $ 3,302  
  

 

 

    

 

 

    

 

 

    

 

 

  

Net cash (used in) provided by operating activities

In all periods presented, our largest source of cash inflow stemmed from our collections of establishment and World Pack fees from our franchisees. The most significant cash outflow is our equipment/merchandise costs and employee costs. Historically, we have produced positive net cash flow. We have seen a decrease in operating cash flows due to the pandemic and studio shutdowns during COVID-19.

For the three months ended March 31, 2021, net cash used in operating activities amounted to $0.2 million compared to net cash used in operating activities of $2.9 million for the three months

 

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ended March 31, 2020. This $2.7 million decrease in net cash used in operating activities was primarily attributable to a $36.1 million increase in net loss being offset by a net decrease of $31.9 million in non-cash adjustments to net loss including a $25.5 million loss on change in value of derivative liabilities, which was included in the three months ended March 31, 2021 and not in the same period in the prior year. This change was further impacted by a net $6.9 million decrease in working capital primarily due to slower pace of billing collections and higher legal and professional fees during the three months ended March 31, 2021 compared to the same period in the prior year.

Net cash used in operating activities of $19.8 million in 2020 was primarily due to a net loss of $25.3 million and a decrease in net change in operating assets and liabilities of $24.0 million, offset by non-cash adjustments of $29.5 million. Non-cash adjustments were largely related to the recognition of losses on derivative liabilities related to our new Subordinated Convertible Debt, paid-in-kind interest, the write-off of deferred offering costs and bad debt expense. The $24.0 million decrease in net operating assets and liabilities experienced during 2020 was primarily due to a $4.8 million increase in our accounts receivable and due from related parties due to slower collections experienced during the pandemic, a $3.8 million increase in our deferred costs, a $2.3 million increase in other long-term assets (contract assets) along with a $13.0 million decrease in deferred revenue. The increase in our deferred costs was driven by our success in continuing to sign new franchisees during the period and the corresponding increase in other long-term assets (contract assets) and decrease in deferred revenue were a result of a reduction in our invoicing and billing to franchisees whose studios were impacted by the pandemic during the year.

Net cash used in investing activities

For the three months ended March 31, 2021, our cash used in investing activities decreased by $0.5 million from the cash used in investing activities for the three months ended March 31, 2020, as our investing activities included a decrease of $0.3 million of purchases of intangibles and $0.2 million of downward change in purchases of property and equipment.

For the year ended December 31, 2020, our cash used in investing activities was substantially similar to the cash used in investing activities for the year ended December 31, 2019, as our investing activities continued to center around purchases of equipment and leasehold improvements and investment in the development of internal-use software. Net cash used in investing activities of $1.5 million in 2020 was primarily related to net purchases of leasehold improvements of $0.5 million and development of intangible assets of $1.1 million. The $0.4 million increase in cash use in 2020 compared to 2019 related to the expansion of our technology infrastructure as well as the improvement in our franchisees’ ability to deliver an enhanced workout experience.

Net cash provided by (used in) financing activities

For the three months ended March 31, 2021, net cash used in financing activities was $1.3 million compared to net cash provided by financing activities of $6.9 million during the three months ended March 31, 2020, a decrease of $8.2 million. This decrease was primarily due to an increase of borrowings under our Revolving Facility of $8.1 million during the three months ended March 31, 2020 to provide cash to fund the decrease in operating cash flows as a result of the COVID-19 pandemic. The decrease in cash provided by financing activities was further impacted by repayments under our First Lien Loan of $1.3 million during the three months ended March 31, 2021.

For the year ended December 31, 2020, net cash provided by financing activities was $42.6 million compared to net cash used in financing activities of $(4.2) million during the year ended December 31, 2019, an increase of $46.8 million. This increase was due to the $235.2 million in borrowings under the Revolving Facility, Subordinated Convertible Debt, Subordinated Second Lien Term Loan and PPP program, being only partially offset by $174.7 million of cash used to repurchase common stock and $13.7 million to repay borrowings on the Revolving and Term Facility during the year ended December 31, 2020. During the year ended December 31, 2019, we had $151.9 million in

 

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proceeds from the issuance of our convertible preferred stock to MWIG and borrowings under our Term and Revolving Facilities being entirely offset by $156.1 million of cash used to fund dividends to existing stockholders, dividend repayments on the Initial Stockholder Notes, loans to directors, repayments of our Term Facility and related deferred offering and debt issuance costs.

Contractual Obligations and Commitments

Contractual obligations and commitments as of March 31, 2021 consisted of $16.3 million in operating leases, all of which is due within the next four years and thereafter. Please see “Note 6 - Debt” and “Note 11—Commitments and contingencies” to the interim unaudited condensed consolidated financial statements included elsewhere in this prospectus for discussion of the contractual obligations under the Term Facility and Revolving Facility related to our debt and operating leases.

Off-Balance Sheet Arrangements

As of March 31, 2021, our off-balance sheet arrangements consisted of operating leases for office space. See “Note 11—Commitments and Contingencies” to the interim unaudited condensed consolidated financial statements included elsewhere in this prospectus for more information regarding these operating leases.

Critical Accounting Policies and Use of Estimates

Our consolidated financial statements included elsewhere in this prospectus have been prepared in accordance with GAAP. The preparation of our financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. While our significant accounting policies are more fully described in the notes to our consolidated financial statements included elsewhere in this prospectus, we believe that the following accounting policies and estimates are critical to our business operations and understanding of our financial results.

Revenue from contracts with customers

Our contracts with customers are typically comprised of multiple performance obligations including exclusive franchise rights to access our intellectual property to operate an F45 Training-branded fitness facility in a specific territory (franchise agreements), a material right related to discounted renewals of the franchise agreements (both reflected in franchise revenue in the consolidated statements of operations and comprehensive (loss) income), and equipment and merchandise. Taxes collected from customers and remitted to government authorities are recorded on a net basis.

Franchise revenue

Our primary performance obligation under the franchise agreement is granting certain exclusive rights to access our intellectual property to operate an F45 Training-branded fitness facility in a defined territory. This performance obligation is a right to access our intellectual property, which is satisfied ratably over the term of the franchise agreement. Renewal fees are generally recognized over the renewal term for the respective agreement from the start of the renewal period. Transfer fees are recognized over the remaining term of the franchise agreement beginning at the time of transfer.

Franchise agreements generally consist of an obligation to grant exclusive rights over a defined territory and may include options to renew the agreement. Earlier franchise agreements had an initial

 

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term of three years while more recent agreements have an initial term of five years. With our approval, a franchisee may transfer a franchise agreement to a new or existing franchisee, at which point a transfer fee is paid. Our arrangements have no financing elements as there is no difference between the promised consideration and the cash selling price. Additionally, we have assessed that a significant amount of the costs incurred under the contract to perform are incurred up-front.

Franchise revenue consists primarily of upfront establishment fees, monthly franchise fees and other franchise-related fees. The upfront establishment fee is payable by the franchisee upon signing a new franchise agreement and monthly franchise and related fees are payable throughout the term of the franchise license.

Discounted franchise agreement renewal fees

Our franchise agreements may include discounted renewal options allowing franchisees to renew at no cost or at a reduction of the initial upfront establishment fee. The resulting discount in fees at renewal provides a material right to franchisees. Our obligation to provide future discounted renewals to franchisees are accounted for as separate performance obligations. The value of these material rights related to the future discount was determined by reference to the estimated franchise agreement term, which has been estimated to be 10 years, and related estimated transaction price. The estimated transaction price allocated to the franchise agreements is recognized as revenue over the estimated contract term of 10 years, which gives recognition to the renewal option containing a material right. At the end of the initial contract term, any unrecognized transaction price would be recognized during the renewal term, if exercised, or when renewal option expires, if unexercised.

Equipment and merchandise revenue

We require our franchisees to purchase fitness and technology equipment directly from us and payment is required to be made prior to the placement of the franchisees’ orders. Revenue is recognized upon transfer of control of ordered items, generally upon delivery to the franchisee, which is when the franchisee obtains physical possession of the goods, legal title has transferred, and the franchisee has all risks and rewards of ownership. The franchisees are charged for all freight costs incurred for the delivery of equipment. Freight revenue is recorded within equipment and merchandise revenue and freight costs are recorded within cost of equipment and merchandise revenue.

We are the principal in a majority of its equipment revenue transactions as we control the proprietary equipment prior to delivery to the franchisee, have pricing discretion over the goods, and have primary responsibility to fulfill the franchisee order through its direct third-party vendor.

We are the agent in a limited number of equipment and merchandise revenue transactions where the franchisee interacts directly with third-party vendors for which it receives a rebate on sales directly from the vendor.

Allocation of transaction price

Our contracts include multiple performance obligations – typically the franchise license, equipment and material rights for discounted renewal fees. Judgment is required to determine the standalone selling price for these performance obligations. We do not sell the franchise license or World Pack equipment on a stand-alone basis (our contracts with customers almost always include both performance obligations); as such, the standalone selling prices of the performance obligations are not directly observable on a stand-alone basis. Accordingly, we estimate the standalone selling prices using available information including the prices charged for each performance obligation within our contracts with customers in the relevant geographies and market conditions. Individual standalone selling prices are estimated for each geographic location, primarily the United States and Australia, due to the unique market conditions of those performance obligations in each region.

 

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Contract assets

Our contract assets primarily consist of unbilled revenue where we are utilizing our costs incurred as the measure of progress of satisfying our performance obligation. When the contract price is invoiced, the related unbilled receivable is reclassified to trade accounts receivable, where the balance will be settled upon the collection of the invoiced amount. The unbilled receivable represents the amount expected to be billed and collected for services performed through period-end in accordance with contract terms.

Deferred costs

Deferred costs consist of incremental costs to obtain (e.g., commissions) and fulfill (e.g., payroll costs) a contract with a franchisee. Both the incremental costs to obtain and fulfill a contract with a franchisee are capitalized and amortized on a straight-line basis over the expected period if we expect to recover those costs. As of March 31, 2021 and December 31, 2020, we had $13.2 million and $12.8 million of deferred costs, respectively, to obtain and fulfill contracts with franchisees. During the three months ended March 31, 2021 and 2020, we recognized $0.4 million and $0.3 million in amortization of these deferred costs, respectively. As of December 31, 2020, and 2019, we had $12.8 million and $10.0 million of deferred costs to obtain and fulfill contracts with franchisees, respectively. During the years ended December 31, 2020 and 2019, we recognized $1.6 million and $0.9 million in amortization of these deferred costs, respectively. The amortization of these costs is included in selling, general and administrative expenses for costs to obtain a contract and cost of franchise revenue for costs to fulfill a contract in the consolidated statements of operations and comprehensive (loss) income.

Impairment of long-lived assets, including intangible assets

We assess potential impairments to our long-lived assets, which include property and equipment, whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of an asset is measured by a comparison of the carrying amount of an asset group to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of the asset group exceeds its estimated undiscounted future cash flows, an impairment charge is recognized as the amount by which the carrying amount of the asset exceeds the fair value of the asset. There were no impairment charges recorded on long-lived assets during the years ended December 31, 2020 and 2019 or during the three months ended March 31, 2021 and 2020.

We evaluate our indefinite-lived intangible asset (trademark) to determine whether current events and circumstances continue to support an indefinite useful life. In addition, our indefinite-lived intangible asset is tested for impairment annually. The indefinite-lived intangible asset impairment test consists of a comparison of the fair value of each asset with its carrying value, with any excess of carrying value over fair value being recognized as an impairment loss. We are also permitted to make a qualitative assessment of whether it is more likely than not an indefinite-lived intangible asset’s fair value is less than its carrying value prior to applying the quantitative assessment. If, based on our qualitative assessment, it is more likely than not that the carrying value of the asset is less than its fair value, then a quantitative assessment may be required.

We perform our annual impairment test for our indefinite-lived intangible asset during the fourth quarter of the calendar year. We also test for impairment whenever events or circumstances indicate that the fair value of such indefinite-lived intangible asset has been impaired. No impairment of our indefinite-lived intangible asset was recorded during the years ended December 31, 2020 and 2019. Additionally, no impairment triggers were observed during the three months ended March 31, 2021 and 2020.

Income taxes

We account for income taxes using an asset and liability approach, which requires the recognition of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future

 

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tax consequences of events that have been recognized in our financial statements or tax returns. The measurement of current and deferred tax assets and liabilities is based on provisions of enacted tax laws at the end of the reporting period; the effect of future changes in tax laws or rates are not anticipated. If necessary, the measurement of deferred tax assets is reduced by the amount of any tax benefits that are not expected to be realized based on available evidence.

We account for uncertain tax positions by reporting a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. We recognize interest and penalties, if any, related to unrecognized tax benefits in the provision for income tax.

Stock-based Compensation Expense

On March 15, 2019, we issued 1,369,324 RSUs, which represent 2,738,648 RSUs after our stock split, and which are also referred to herein as the RSUs, to Mr. Wahlberg pursuant to a Promotional Agreement executed between him and us. The Promotional Agreement specifies the terms and conditions under which the RSUs will vest. Specifically, the RSUs vest only if we complete a liquidity event as specified within the Promotional Agreement, which was considered to be a performance-based vesting condition. In addition, the RSUs vest only if we achieve certain target equity values at the liquidity event or thereafter, which was considered to be a market-based vesting condition.

For stock-based compensation with both performance and market-condition vesting, such as the RSUs, cost is measured at the grant date, based on the fair value of the award considering the market conditions, and then recorded over the requisite service period if the performance condition is probable. We estimated the fair value of stock-based payment awards considering the market conditions on the date of grant using a Monte Carlo simulation model.

Vesting for the RSUs was not considered probable, since the performance condition was not expected to be met prior to the consummation of a liquidity event as specified within the Promotional Agreement. Therefore, we did not record the expense. Upon completion of a liquidity event, we will record the expense based on the percentage of the requisite service period completed through that date.

Because there was no public market for our common stock, the board of directors determined the fair value of common stock at the time of grant by considering a number of objective and subjective factors including independent third-party valuations of our common stock, operating and financial performance, the lack of liquidity of our capital stock and general and industry specific economic outlook, among other factors.

The expected stock price volatility for the common stock was estimated by taking the historic price volatility for industry peers and comparable companies based on daily price observations over a period equivalent to the expected term of the RSUs. Industry peers consist of several public companies in our industry. Given our size and stage of development relative to the peer group, we selected the third quartile volatility of the peers. The risk-free interest rate for the term of the RSUs is based on the U.S. Treasury implied yield at the date of grant.

Internal-use software

We capitalize certain development costs incurred in connection with our internal-use software and website. These capitalized costs are primarily related to our software tools that are hosted by us and accessed by our customers on a subscription basis. Costs incurred in the preliminary stages of development are expensed as incurred. Once an application has reached the development stage, internal and external costs, if direct and incremental, are capitalized until the software is substantially complete and ready for its intended use. Capitalization ceases upon completion of all substantial

 

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testing. We also capitalize costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional features and functionality. Maintenance costs are expensed as incurred. Internal use software is amortized on a straight-line basis over its estimated useful life, generally three years.

Derivative financial instruments

Interest rate swaps

We are subject to interest rate volatility on our floating-rate debt. We have entered into interest rate swap agreements to manage our exposure to interest rate fluctuations. The principal objective of these agreements is to eliminate or reduce the variability of the cash flows in interest payments associated with our floating-rate debt, thus reducing the impact of interest rate changes on future interest payment cash flows. We have elected to apply the hedge accounting rules in accordance with authoritative guidance for these agreements. These agreements are carried at fair value either as an asset or liability on the consolidated balance sheets. Changes in the fair value of these agreements designated as cash flow hedges are recorded as a component of accumulated other comprehensive income (loss) within stockholders’ equity and are amortized to interest expense over the term of the related debt.

The fair value of the interest rate swap agreements as of March 31, 2021 and December 31, 2020 was $0.6 million and $0.7 million, respectively.

Embedded derivatives

When we enter into a financial instrument such as a debt or equity agreement (the “host contract”), we assess whether the economic characteristics of any embedded features are clearly and closely related to the primary economic characteristics of the remainder of the host contract. When it is determined that (i) an embedded feature possesses economic characteristics that are not clearly and closely related to the primary economic characteristics of the host contract, and (ii) a separate, standalone instrument with the same terms would meet the definition of a financial derivative instrument, then the embedded feature is bifurcated from the host contract and accounted for as a derivative liability. The estimated fair value of the derivative feature is recorded as a liability in the consolidated balance sheets separately from the carrying value of the host contract. Subsequent changes in the estimated fair value of derivatives are recorded as a gain or loss in our consolidated statements of operations.

We fair value the embedded derivatives using the “with-and-without method” framework under the Bond plus Black-Scholes option pricing model. Under this framework the value of Convertible Notes including the embedded derivatives is defined as the “with”, and the value of the Convertible Notes excluding the embedded derivatives is defined as the “without”. This method estimates the value of the embedded derivatives by comparing the difference in the values between the Convertible Notes with the embedded derivatives and the value of the Convertible Notes without the embedded derivatives. The Bond plus Black-Scholes option pricing model requires the following inputs: (i) expected terms of the instruments, (ii) expected volatility of stock price, (iii) expected dividends, (iv) risk-free interest rate, and (v) probability of liquidity events and qualified offerings. These inputs are considered Level 3 inputs in the fair value hierarchy. In the embedded Liquidity and QPO derivatives, the payout is greater of the 1.5 times the OIP or 20% of the Equity Value. The Bond part of the model would capture the minimum payoff of 1.5 times the OIP and the Black-Scholes part of the model would capture the upside based on 20% of the Equity Value.

Valuations derived from this model are subject to ongoing internal and external verification review. Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors.

 

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The fair value of the embedded derivative on the debt agreement as of March 31, 2021 and December 31, 2020 $62.1 million and $36.6 million, respectively.

Recent Accounting Pronouncements

See “Note 2—Summary of significant accounting policies” to the consolidated financial statements included elsewhere in this prospectus for recently adopted accounting pronouncements and recently issued accounting pronouncements not yet adopted as of the dates of the statement of financial position included in this prospectus.

Internal Control Over Financial Reporting

In the course of preparing the financial statements that are included in this prospectus, our independent registered public accountants identified certain material weaknesses in our internal control over financial reporting. A “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

The material weaknesses related to a failure to properly staff and design our financial closing and reporting team and processes, a lack of segregation of duties in certain key financial reporting processes and a lack of formal documentation of policies and internal controls being followed by us, including, but not limited to, controls involving risk assessment procedures, tools to prevent a cybersecurity breach and controls designed to prevent or detect fraud. For more information, see “Risk Factors—We have identified certain material weaknesses in our internal control over financial reporting and if our remediation of such material weaknesses is not effective, or if we fail to develop and maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable laws and regulations could be impaired.”

In order to remediate these material weaknesses, we have taken and plan to continue to take the following actions:

 

  •  

we have hired additional accounting personnel to implement more robust internal controls and enhanced reporting, including a Chief Financial Officer in June 2018, a Financial Analyst in December 2018, a VP FP&A in June 2019, a Staff Accountant (Australia/ROW) in April 2020, a Chief Accounting Officer in November 2020, a Financial Controller (US) in January 2021, a Financial Controller (Australia/ROW) in March 2021, a Director of Revenue Accounting and SEC Reporting in March 2021, and a Senior Accountant (Australia/ROW) in March 2021. As we build out our team, we will continue to supplement our internal resources with third-party consultants;

 

  •  

we are maintaining sufficient accounting personnel so that journal entries and account reconciliations are reviewed by someone other than the preparer, including retaining evidence of the reviews performed by management; and

 

  •  

we are implementing a more robust enterprise resource planning, or ERP, system than the one we have previously employed. This ERP implementation process initiated in 2020 and is still in progress; we experienced delays with the implementation process because of COVID-19. This ERP system will assist with the monthly close process, segregation of duties and the timely review and recording of financial transactions.

 

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We also plan to take additional steps to remediate the identified material weaknesses and improve our accounting function, including:

 

  •  

adopting formal internal control processes and documentation related to controls that address the elements of the Committee of Sponsoring Organizations of the Treadway Commission (COSO) Internal Control Framework; and

 

  •  

restricting access to our financial systems to appropriate personnel and implementing proper segregation of duties within our finance and accounting processes.

In accordance with the provisions of the JOBS Act, we and our independent registered public accounting firm were not required to, and did not, perform an evaluation of our internal control over financial reporting as of December 31, 2020, nor any period subsequent in accordance with the provisions of the Sarbanes-Oxley Act. Accordingly, we cannot assure you that we have identified all, or that we will not in the future have additional, material weaknesses. Material weaknesses may still exist when we report on the effectiveness of our internal control over financial reporting as required under Section 404 of the Sarbanes-Oxley Act after the completion of this offering.

Jumpstart Our Business Startups Act of 2012

We have chosen to apply the provision of the JOBS Act that permits us, as an “emerging growth company,” to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies.

Quantitative and Qualitative Disclosures about Market Risk

Interest rate risk

As of March 31, 2021, we had cash and cash equivalents of $25.3 million deposited with major financial institutions, which consisted of bank deposits. Due to the short-term nature of these instruments, our exposure to interest rate risk is limited to changes in our bank interest rates for which an immediate one percent change would not have had a material effect on our financial condition or operating results.

We are, however, subject to interest rate risk with respect to our borrowings under the First Lien Term Facility and Revolving Facility. Borrowings under the Revolving Facility currently bear interest at a floating rate of LIBOR plus 1.5%. As of March 31, 2021, we had outstanding borrowings of $7.0 million under the Revolving Facility. The First Lien Term Facility also currently bears interest at a floating rate of LIBOR plus 1.5%. As of March 31, 2021, we had outstanding borrowings of $32.4 million under the First Lien Term Facility. On October 25, 2019, we entered into the Swap Agreement to fix the interest rate on the First Lien Term Facility over the life of the loan. Under the terms of the Swap Agreement, effective October 30, 2019, the Term Facility will accrue interest at a fixed rate of 1.741% on an annualized basis.

Foreign exchange risk

We report our results in U.S. dollars, which is our reporting currency. The operations of Australia and ROW that are denominated in currencies other than the U.S. dollar are impacted by fluctuations in currency exchange rates and changes in currency regulations. The majority of Australia’s operations, income, revenues, expenses and cash flows are denominated in Australian dollars, which we translate to U.S. dollars for financial reporting purposes. ROW revenues and expenses in their respective local currencies are translated using the average rates during the period in which they are recognized and are impacted by changes in currency exchange rates.

 

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During the three months ended March 31, 2021, income from operations would have decreased or increased approximately $1.2 million if all foreign currencies uniformly weakened or strengthened 10% relative to the U.S. dollar, holding other variables constant, including sales volumes. The effect of a uniform movement of all currencies by 10% is provided to illustrate a hypothetical scenario and related effect on operating income. Actual results will differ as foreign currencies may move in uniform or different directions and in different magnitudes.

 

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BUSINESS

Overview

We are F45 Training, one of the fastest growing fitness franchisors in the United States based on number of franchises sold in the United States, focused on creating a leading global fitness training and lifestyle brand. We offer consumers functional 45-minute workouts that are effective, fun and community-driven. Our workouts combine elements of high-intensity interval, circuit and functional training to offer consumers what we believe is the world’s best functional training workout. We deliver our workouts primarily through our digitally-connected global network of studios, and we have built a differentiated, technology-enabled platform that allows us to create and distribute workouts to our global franchisee base. Our platform enables the rapid scalability of our model and helps to promote the success of our franchisees. We offer consumers a continuously evolving fitness program in which virtually no two workouts are ever the same. Our vast and growing library of functional training movements allows us to vary workout programs to keep consumers engaged with fresh content, stay at the forefront of consumer trends and drive maximum individual results, while helping our members achieve their fitness goals.

We were founded in 2013 in Sydney, Australia. Our CEO and co-founder Adam Gilchrist recognized an opportunity to leverage technology to offer consumers an effective, multi-disciplinary and community-driven workout that serves as an affordable alternative to one-on-one personal training and repetitive, single-discipline studio classes. Soon after the first F45 Training studio opened in Paddington, Australia, our founders focused on using technology to streamline and standardize the F45 Training experience in order to franchise the business. We quickly expanded, initially selling franchises to members of the original studio, after which viral word-of-mouth marketing led to rapid growth, and we opened nearly 200 studios over the following 30 months. In less than eight years, we have scaled our global footprint to 2,801 Total Franchises Sold in 63 countries, including 1,555 Total Studios, of which 1,415 had re-opened following temporary closures due to the COVID-19 pandemic, as of June 30, 2021.

Our in-studio experience utilizes our proprietary technologies: our fitness programming algorithm and our patented technology-enabled delivery platform. Our fitness programming algorithm leverages a rich content database of over 3,900 unique functional training movements to offer new workouts each day. Our content delivery platform allows us to standardize the F45 Training experience across our global footprint and broadcast content, including workout instructions and timing, directly to our in-studio F45TVs and speaker systems. Our in-studio experience is further enhanced by trainers who provide guidance on proper form and movement, as well as motivate our members and foster a positive sense of community. We believe our approach helps to provide a consistent and high-quality fitness experience across our network of studios, keeping members highly engaged and helping them to achieve and sustain their fitness goals.

We operate a nearly 100% franchise model that offers compelling economics to us and our franchisees. We believe our franchisees generally benefit from a relatively low initial investment and low four-wall operating expenses, which in turn can generate strong returns on franchisee investments. The optimized box layout of our studios, which requires as little as approximately 1,600 square feet of training area, contributes to the relatively low initial investment and operating costs of our franchisees, and allows our studios to be located in a wide array of attractive prospective retail locations. We believe this flexibility will enable us to capitalize on our estimated long-term global opportunity of over 23,000 studios. Based on the Franchise Survey conducted prior to the COVID-19 pandemic, we estimate that a typical F45 Training franchise in a normalized operating environment requires an aggregate initial investment of approximately $315,000 and, in its third year of operation can produce average EBITDA margins in excess of 30% and average cash-on-cash returns in excess of 33%.

We believe our franchise model is attractive due to its potential for asset-light growth, strong profitability and robust cash flow generation, and has helped to facilitate our rapid growth and strong financial performance prior to the COVID-19 pandemic. Despite challenges posed by the COVID-19 pandemic, we grew our footprint and experienced minimal permanent closures during 2020, which we

 

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believe underscores the resilience of our business model. Between 2018 and 2020 we grew our Total Franchises Sold at the annual rate of 33% and our Total Studios at the rate of 34%. From June 30, 2020 to June 30, 2021, our Total Franchises Sold increased by 36% and our Total Studios increased by 22%.

 

Total Franchises Sold (as of period end)

 

   Total Studios (as of period end)1

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¹

Due to the lead time associated with opening a new studio after a franchise is sold, Total Franchises Sold is always greater than Total Studios as of a certain date. Of our 1,555 Total Studios as of June 30, 2021, we had 1,415 Open Studios, which are studios that were open for business.

Impact of the COVID-19 Pandemic

The COVID-19 pandemic, related shelter-in-place restrictions and other containment efforts have had and continue to have a significant impact on the gym and fitness industry generally, as well as our business, financial condition and results of our operations. Following the outbreak of the pandemic and at its initial peak, nearly all of our studios temporarily closed pursuant to local, state and federal mandates and guidelines.

Over the course of the pandemic, we developed new programs to support our franchisee network and maintain member engagement. In order to support franchisees, we launched several programs, including training seminars on government assistance, promotional offerings, support with rent deferrals, franchise fee relief and assistance with reopening plans. To maintain member engagement, we launched the F45 AtHome Challenge and helped franchisees develop live-streaming options. We also released a digital platform in response to temporary studio closures called F45 At Home Workouts. This platform provides members with the ability to access part of F45’s library of fitness and wellness offerings, and allows users to maintain their engagement with F45 at home during temporary studio closures. These strategies proved to be successful in driving engagement with, and retention of, our members during the pandemic, but we do not currently expect to further develop or focus on our at home offering as our studios continue to re-open in full. As of June 30, 2021, our total membership stood at 13% higher compared to December 31, 2019, while 9% of our network remained temporarily closed.

As businesses have been allowed to re-open in certain jurisdictions pursuant to local and state mandates, we have worked closely with our franchisees in helping to re-open their studios subject to certain indoor capacity and other restrictions, including company-implemented health and safety policies. We have also been providing additional operating guidance to our franchisees by assisting with modifications to studio layouts and workouts to accommodate proper social distancing.

As of June 30, 2021, we had approximately 1,415 Open Studios, which represented 91% of our Total Studios. The remaining 9% of our Total Studios are generally located in regions that continue to face restrictions, which we expect to be lifted over time. The following chart illustrates the number of Open Studios as a percentage of Total Studios at the end of each month for the 18 months ended June 30, 2021.

 

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Open Studios as a Percentage of Total Studios for the 18 Months Ended June 30, 2021

 

 

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We have found that, on average, studios that have re-opened following temporary closure quickly return close to pre-pandemic levels on a weekly revenue basis, and eventually exceed pre-pandemic levels on the same basis. As of June 30, 2021, the median weekly revenue of the 618 studios that have been re-opened the longest since temporary closure exceeded pre-pandemic levels.

We believe our performance over the course of the pandemic has underscored the resilience of our business model. While our revenues decreased to $82.3 million for the year ended December 31, 2020 compared to $92.7 million for the year ended December 31, 2019 due to the pandemic, between February 1, 2020 and June 30, 2021, only 19 studios permanently closed due to financial hardship or otherwise, which represents approximately 1% of our Total Studios as of June 30, 2021. Additionally, only approximately 9% of our Total Backlog Studios, which is the difference between the Total Franchises Sold and Total Studios, terminated franchise agreements during that same period. These metrics compare favorably to the estimated 15% of all U.S. health clubs that had permanently closed as of September 30, 2020, according to IHRSA, as well as the estimated 25% that were expected to permanently close by the end of 2020.

Despite challenges posed by the COVID-19 pandemic such as temporary closure of our studios, we successfully continued to sell new franchises and open new studios during 2020. Of the 909 New Franchises Sold during the 18 months ended June 30, 2021, 253 were sold as part of a limited-time promotional offer made exclusively to existing franchisees. The following tables illustrate the number of New Franchises Sold and Initial Studio Openings during the 18 months ended June 30, 2021.

 

    Monthly Total Franchises Sold for the 18 Months Ended June 30, 2021  
    JAN     FEB     MAR     APR     MAY     JUNE     JULY     AUG     SEP     OCT     NOV     DEC     JAN     FEB     MAR     APR     MAY     JUN  

Total Franchises Sold, beginning of period

     1,892       1,922       1,947       1,959       1,961       1,997       2,059       2,113       2,160       2,214       2,227       2,242       2,244       2,247       2,255       2,247       2,340       2,487  

New Franchises Sold, net¹

     30       25       12       2       36       62       54       47       54       13       15       2       3       8       (8 )      93       147       314  

Total Franchises Sold, end of period

     1,922       1,947       1,959       1,961       1,997       2,059       2,113       2,160       2,214       2,227       2,242       2,244       2,247       2,255       2,247       2,340       2,487       2,801  

 

    Monthly Total Studios for the 18 Months Ended June 30, 2021  
    JAN     FEB     MAR     APR     MAY     JUNE     JULY     AUG     SEP     OCT     NOV     DEC     JAN     FEB     MAR     APR     MAY     JUN  

Total Studios, beginning of period

     1,140       1,186       1,224       1,242       1,241       1,249       1,275       1,300       1,337       1,376       1,404       1,422       1,437       1,452       1,463       1,487       1,515       1,539  

Initial Studio Openings, net¹

     46       38       18       (1 )      8       26       25       37       39       28       18       15       15       11       24       28       24       16  

Total Studios, end of period

     1,186       1,224       1,242       1,241       1,249       1,275       1,300       1,337       1,376       1,404       1,422       1,437       1,452       1,463       1,487       1,515       1,539       1,555  

 

1 

New Franchises Sold and Initial Studio Openings shown net of 112 franchise terminations and 19 permanent studio closures that occurred during the 18 months ended June 30, 2021.

 

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There have been frequent changes and variation in local and state regulation of the health club industry, and many local and state jurisdictions have returned to shelter in place restrictions after allowing for health club re-openings. While we are optimistic about our ability to continue to effectively manage through the COVID-19 pandemic, we are unable to predict the duration or future impact of the pandemic on our business, financial condition and results of operations. For additional information on the impact of COVID-19 on our business, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—COVID-19 Impact.”

The Three Pillars of F45 Training

Our differentiated approach to fitness is firmly rooted in the three pillars of our DNA: Innovation, Motivation and Results.

Innovation: at the core of everything we do.    We are dedicated to driving new innovations that will continue to elevate the F45 Training experience and further our position as a global fitness training and lifestyle brand. We are able to distinguish ourselves from competitors through such innovations as:

 

  •  

Technology-Enabled Centralized Delivery Platform:    Our technology-enabled centralized delivery platform distributes daily workout content via in-studio F45TVs that display proper exercise form, timing and sequencing, driving consistency and efficiency across our global network of studios. In-studio trainers coach members throughout their workout and adjust movements to suit individual levels of experience, strength and flexibility;

 

  •  

Proprietary Fitness Programming Algorithm:    Our fitness programming algorithm configures movements from our vast content library into new workout plans based on various criteria, including duration, target muscle group, equipment type and aerobic versus anaerobic focus, among others, ensuring that virtually no two workouts are ever the same; and

 

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Curated High-Quality Workout Plans:    Our curated workout plans are subject to a rigorous in-house quality control process and are designed to sequence movements in what we believe to be a safe, effective manner. This quality control process is led by our centralized F45 Athletics Department, which consists of training professionals, athletes and sports scientists.

Motivation: the key to creating a community and sanctuary.    We believe the foundation for any effective fitness program is motivation. We motivate our members through a combination of positivity, inclusivity and teamwork, which encourages our members to view each studio as a sanctuary and is driven by:

 

  •  

Positive Trainers:    Our in-studio trainers are responsible for fostering a positive environment for all members before, during and after workouts, and we specifically instruct them to drive positivity, inclusivity and teamwork;

 

  •  

“No Mirrors, No Microphones, No Egos”:    Our studios are deliberately free of mirrors and microphones, which mitigates the appearance-related pressures and trainer intimidation that are associated with many fitness alternatives. Our goal is to emphasize our members’ achievements in completing our workouts; and

 

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Community:    Our positive, inclusive philosophy permeates the studio and creates a genuine sense of camaraderie, team-building and community amongst our members.

Results: supported by the sustainability of our workouts over time.    We strive to help our members achieve and maintain results by focusing on creating a sustainable fitness program. Our

 

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fitness programming algorithm offers new workouts each day and is specifically designed to encourage members to visit studios multiple times per week over the course of their long-term fitness journey. We believe we offer members a winning formula to achieve long-term results, driven by:

 

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Total Body Workout:    Our fitness programming algorithm offers a total body workout that combines cardiovascular and strength modalities to deliver comprehensive results;

 

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Safety:    We believe our emphasis on functional training movements and relatively low weight resistance helps to mitigate the risk of injury, thereby enabling our members to push themselves and maximize individual performance without compromising their safety; and

 

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Frequency:    The curation, style and cadence of workouts, combined with the use of low weight resistance, allows for members to visit as frequently as their schedules permit. Workouts alternate between cardiovascular and strength modalities from day to day, which alternates the impact on the body.

Our Competitive Strengths

We believe there are several competitive strengths that form the foundation of our strategy and are key differentiating factors of our business.

The Next Generation Global Fitness Training and Lifestyle Brand Striving to Deliver the Best Functional Training Workout

Over the last eight years, we have focused on leveraging our approach to fitness to develop a global brand that is viewed as the gold standard in functional fitness. We strive to offer our members the best functional training workout in each F45 Training studio on a daily basis. Our differentiated, technology-driven approach, including our proprietary fitness programming algorithm’s database of over 3,900 unique functional training movements, helps us to design workouts that are fun, challenging, safe, dynamic and sustainable for members to attend day after day and week after week. The versatility of our workouts resonates with both women and men, and across a broad range of fitness levels.

Innovative and Differentiated Technology-Enabled Delivery Platform Driving Quality and Consistency within Each Studio

A critical component to the success of our business is our patented technology that provides us with the ability to remotely manage each in-studio experience across our global network of 1,555 Total Studios as of June 30, 2021 from a centralized hub at F45 Training headquarters. We have built an automated, centralized delivery platform that gives us the ability to control the delivery and timing of our workout content through our F45TVs in each of our studios. Our centralized delivery platform enables a seamless F45 Training experience on a consistent basis at scale across a broad geographic footprint. In response to temporary studio closures due to the COVID-19 pandemic, we were able to leverage our technology platform and create a home digital product called F45 AtHome Workouts. This offering provides users with the ability to access part of our library of fitness and wellness offerings from remote or outdoor locations, and allows users to maintain their engagement with F45 during temporary studio closures. In addition, as our studios have re-opened, our adaptable workout model has enabled us to modify workouts so they can be completed in socially distanced setting and with minimal equipment requirements.

Highly Scalable Commercial Delivery and Franchise Development Model

Our differentiated approach, including our fitness programming algorithm and our proprietary technology-enabled delivery platform, plays an integral role in the scalability of our business. By

 

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integrating technology into the workout experience, we have been able to develop a franchise model that is highly replicable for both new and existing franchisees across multiple geographies. In addition, our purpose-built studio design, which utilizes an open floor plan and modest physical footprint (as little as 1,600 square feet of training area), can be built within a wide array of attractive prospective retail locations. We have also substantially simplified the pre-opening process by providing franchisees with a comprehensive studio opening pack, which we call a World Pack, that includes the key items needed to operate the studio, including fitness equipment, technology, AV equipment and more. Our World Pack has resulted in a streamlined pre-opening process for our franchisees.

Compelling Franchisee Studio Economics

We believe we offer a compelling business opportunity for franchisees to generate strong returns driven by a relatively low initial investment combined with healthy AUV and low four-wall operating expenses. Prior to the COVID-19 pandemic and based on data collected through our booking systems and the Franchise Survey, we estimate that in a normalized operating environment, a typical F45 Training franchise requires an aggregate initial investment of approximately $315,000 and, in its third year of operation can produce an AUV of approximately $354,000, average EBITDA margins in excess of 30% and average cash-on-cash returns in excess of 33%.

Across the F45 network, we believe that many studios that have re-opened following the onset of the COVID-19 pandemic have demonstrated the ability to ramp up AUV levels. Further, we believe that many studios that have re-opened following the onset of COVID-19 have been able to return to or lower their pre COVID-19 operating costs. During the six months ended June 30, 2021, studios that were open for the full period experienced an AUV increase of approximately 27%, compared to the same period in 2020.

Predictable, Asset-Light Model Driving Rapid Growth

As a franchisor, we have employed an economic model that, other than due to the unprecedented global shutdown of our network due to the COVID-19 pandemic, has been predictable, asset light and cash flow generative and has enabled us to open new studios at an accelerated pace versus the owner-operator model that is common in the studio fitness landscape. For the majority of franchises that we sell, we receive an upfront payment from the franchisee, which varies by geography. Once a new studio has opened, we receive contractual, recurring franchise fee revenue streams that provide us with a high degree of revenue visibility. During the most challenging months of the COVID-19 pandemic, we offered franchisees temporary relief from contractual franchise fees. As our network of total studios grows, we expect recurring revenue as a percentage of total revenue to increase.

Given our model is nearly 100% franchised, we have also been able to maintain a strong margin profile. For the quarter ended March 31, 2021, we reported operating margin and Adjusted EBITDA margin of (16.7)% and 29.0%, respectively. For the quarter ended March 31, 2020, we reported operating margin and Adjusted EBITDA margin of 5.4% and 10.5%, respectively. For the year ended December 31, 2020, we reported operating margin and Adjusted EBITDA margin of (6.3)% and 30.9%, respectively. For the year ended December 31, 2019, we reported operating margin and Adjusted EBITDA margin of (9.4)% and 33.1%, respectively.

Proven Management Team with Value-Added Investors

F45 Training is led by an experienced and passionate team dedicated to driving the continued growth of the business. Our CEO Adam Gilchrist has developed and fostered our strategic vision and culture of excellence from the very beginning. Our broader management team consists of a deep bench of experienced professionals with expertise in finance, operations, marketing and other critical areas, which we believe helps to position us to execute on our long-term strategy.

 

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In March 2019, a group led by Mark Wahlberg and FOD Capital LLC, or FOD Capital, a family office investment fund, made a strategic minority investment in F45 Training, providing critical branding and marketing capabilities to supplement the strengths of our management team. We expect that Mr. Wahlberg’s involvement, leveraging his broad celebrity reach (with over 17 million Instagram followers) and well-known affinity for fitness, will continue to be a key differentiator in helping us to continue to drive growth.

In addition to Mr. Wahlberg, we have established relationships with Earvin “Magic” Johnson, Jr., David Beckham, Greg Norman, Cindy Crawford and other professional athletes and personalities in order to promote our products.

Our Growth Strategies

We believe there are several attractive opportunities to continue to drive the long-term growth of our business.

Expand Studio Footprint in the United States

We believe there is a significant opportunity to meaningfully expand our franchise studio footprint in the United States. As of June 30, 2021, we had 1,379 franchises sold and 556 total studios in the United States. Prior to the COVID-19 pandemic, we had seen the pace of our U.S. growth accelerate with average net franchises sold per month increasing from 12 in 2017 to 18 in 2018 to 32 in 2019. Due to COVID-19, the average net franchises sold per month decreased in 2020 to 10. Based on current franchises sold in Australia per capita as of June 30, 2021, we believe there is long-term studio potential for us to open over 7,000 studios in the United States.

Expand Studio Footprint Throughout the Rest of the World

We believe in the proven portability of our brand and franchise model, as evidenced by our strong growth outside of our core U.S. and Australian markets. We have designed our studios to be deployed successfully in both developed and emerging markets, and to drive continued growth in both underpenetrated and new markets. As of June 30, 2021, we had franchises sold outside of our core markets of the United States and Australia. Based on an extrapolation of current franchises sold in Australia per capita as of June 30, 2021, we believe there is a long-term global opportunity for over 23,000 studios, with a potential for approximately 16,000 studios outside of the U.S. market. We believe we can continue to grow our international presence through our existing franchising strategy and by opportunistically pursuing master franchising agreements to sell select territories to experienced, local partners.

Grow Same Store Sales and Transition to a Revenue-Based Franchise Fee Model

Prior to the onset of the COVID-19 pandemic, we had successfully delivered consistent positive system-wide same store sales growth for 20 consecutive quarters by driving increased brand awareness to acquire new members and increased existing member spend. We see continued opportunity to drive same store sales growth by leveraging our organic, word-of-mouth marketing and the network effect as we continue to open new studios.

Historically, our franchise agreements have generally included a fixed monthly franchise fee per studio. Since July 2019, we have transitioned our model in the United States for new franchisees to a franchise fee based on the greater of a fixed monthly franchise fee or a percentage of gross monthly studio revenue, generally 7%, which we believe will help to further align our interests with those of our franchisees while also providing us with the opportunity to increase revenue. In select markets outside of the United States and for renewals of existing franchisees in the United States, we are in the process of developing a strategy for transitioning to a similar model.

 

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Pursue Franchise Agreements with Multi-Unit Franchise Systems

The majority of our franchisees today consist of owner-operators that manage single locations. Going forward, we intend to seek opportunities to develop multi-unit franchise systems with select financial partners. As of March 31, 2021, approximately 51% of our franchises sold were owned by multi-unit franchisees, up from approximately 41% as of December 31, 2019, which highlights the strong market demand for multi-unit franchise opportunities.

We recently entered into long-term multi-unit studio development agreements with three financial partners, including an affiliate of KLIM, one of our principal stockholders. Pursuant to each such agreement, we have granted to the financial sponsor the right to develop, and the financial sponsor has agreed to develop, an agreed number of studios within certain territories in the U.S., with one sponsor agreeing to develop at least 70 studios over a 7 year period, another to at least 87 studios over 6 years and the sponsor affiliated with KLIM agreeing to at least 300 studios over 36 months. In certain cases, we have also agreed to a right of first refusal in favor of the financial sponsor developer within their territories with respect to any new concepts developed by us.

Expand Into New Channels

We believe there is a significant opportunity to expand into new channels, and we are actively pursuing potential opportunities to partner with major universities, hospitality operators, corporations and military facilities. As of March 31, 2021, we had five employees on our franchise sales force devoted specifically to such pursuits. In 2016, we believe we became the first external studio fitness provider to open a studio on a major U.S. university campus through our collaboration with the University of Southern California. As of March 31, 2021, we had 29 studios located on major university campuses in the United States, including the University of Southern California, Stanford University and the University of Texas at Austin. In June 2021, we opened our first studio on a government military base at the U.S. Air Force Station in Miramar, CA.

Develop Workout Programs to Access New Target Demographics

We believe there is a significant opportunity to create workout programs that enable us to target a broader range of consumer demographic groups. In 2018, we successfully launched “Prodigy,” a training program designed to target children and young adults between the ages of 11 and 18 years. Prodigy is generally offered globally. Following an initial development period, franchisees will have the opportunity to incorporate the Prodigy program into existing studios for additional fees. We have also recently developed a new fitness concept called FS8, which we began marketing in Australia in March 2021. FS8 integrates three popular methods in the health and fitness industry, the remixing of pilates, yoga and tone, to create a new workout style. This workout style is an effective method of building lean muscle and definition. FS8 offers members a premium fitness experience through F45’s platform of training systems, the FS8tv and FS8 App, and also offers franchisees a proprietary business model and large community via the franchise network. We also have a dedicated support team to assist across all business functions. As of June 30, 2021, we had sold 106 total FS8 studios in Australia.

We also have additional concepts in development, including Malibu Crew, a functional fitness studio clubhouse targeting men over the age of 50, as well as Avalon House, a studio sanctuary for women of a similar age.

Strategically Utilize M&A to Further Grow Footprint and Attract New Members

The boutique fitness industry remains highly fragmented, which offers attractive opportunities to utilize strategic and bolt-on M&A to drive consolidation. On March 31, 2021, we entered into an agreement to purchase certain assets consisting primarily of intellectual property and customer assets in connection with the Flywheel indoor cycling studio business, which we anticipate will close concurrently with the closing of this offering. We intend to continue to opportunistically pursue acquisitions to grow our franchise network and attract new members in both new and existing markets.

 

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Drive Increased Member Spend Through Ancillary Product Offerings

We believe there are several opportunities to capitalize on member engagement and grow sales by enhancing our offering of health and fitness-related products across our global network of studios. Examples of product categories include footwear and apparel, prepared meal plans, nutrition and supplements and wearables, such as the LionHeart heart rate monitor designed exclusively for F45 Training.

Our Workouts

Functional Training Experience

We believe we offer the world’s best functional training workout. We combine elements of high intensity interval, circuit and functional training to offer our members an intense 45-minute workout consisting of natural real-world movements, such as lifting, squatting, jumping, twisting, kicking, rowing, cycling and other high intensity exercises. Our workouts utilize our proprietary, in-studio technology to allow members to walk through a series of exercise stations. In-studio F45TVs provide video instructions for each exercise, and our in-studio trainers help guide members on proper form and movement. We believe that by designing highly innovative and effective total body workouts that minimize injury risk and allow for increased visit frequency, we provide our members with a fitness program that is well positioned to serve as the basis for achieving their long-term fitness goals.

Dynamic Fitness Programming

Our fitness program consists of strength, cardio and hybrid branded workouts. Our branded workouts are mapped on a seasonal basis with four 10-week cycles and one 12-week cycle, with each cycle focusing on specific disciplines, such as boxing, American football training, partner workouts and more. This structure helps to ensure that each member experiences a differentiated and engaging workout. As new fitness trends arise, we are able to adapt our programming and cater to changing consumer preferences through the continuous evolution of our workouts, utilizing both new and existing content in our branded workout and functional training movement library. Once the branded workout cycle is set, we employ an automated workout programming algorithm that scans our database of over 3,900 unique functional training movements to select exercises based on each of the branded workout’s defined key characteristics and configure a series of exercises within each workout. Our workout programming algorithm accounts for the following criteria, ensuring every routine is dynamic, sustainable and new:

 

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movement and exercise types;

 

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muscle groups;

 

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type of equipment;

 

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exercise frequency (avoiding repetition); and

 

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number of stations and sequencing.

After the algorithm builds a workout cycle, these workouts are then vetted by head trainers in the F45 Athletics Department to confirm quality, avoid duplication of targeted muscle groups or movements and provide for efficient transitions between stations. The new cycle is finalized approximately three weeks ahead of its system-wide release after testing the new program across several test studios for quality and ease of use by trainers and members.

 

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Our Studios

Studio Layout and Design

We have designed our studios around the principles of functionality, simplicity and purpose. Each studio has an optimized footprint, with a minimum training area of as little as approximately 1,600 square feet, which enables our studios to be located in a wide array of attractive prospective retail locations. We believe the flexible design and open floor plan layout of our studios positions us to be responsive to potential shifts in consumer preferences as new fitness trends emerge with different setup requirements. The flexible design of our studios has proven to be particularly helpful in allowing us to effectively modify studio layout to accommodate proper social distancing during the pandemic. Each studio has standardized F45 Training-branded fitness equipment and related technology, which includes F45TVs, spin bikes, dumbbells, kettlebells, sleds and more, all of which are included in our World Pack. The wall-mounted F45TVs are positioned throughout the studio to provide an illustrative, station-by-station guide for each workout and to serve as a reference point for members to visualize proper form and progress through each workout station. In-studio trainers provide additional support by helping members execute exercises with appropriate form and resistance level, while offering encouragement and motivation. To drive a welcoming, intimidation-free environment, we purposely exclude mirrors on the walls of our studios. Our standardized studio design helps ensure the consistency of the F45 Training experience across our global network of studios.

 

 

LOGO

 

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Studio Membership and Member Pricing

We provide franchisees with suggested pricing for workouts and membership options based on relevant market dynamics, but pricing is ultimately managed at the discretion of our franchisees. Franchisees typically offer multiple membership options, such as weekly memberships with unlimited workouts, monthly memberships with a limited number of workouts, workout packs that include a fixed number of workouts that can be used at any time, as well as single workout options. Franchisees may also offer other membership options, including longer-term memberships for a discounted rate and specific promotional membership plans. Many franchisees offer a limited free trial period to attract prospective new members. We do not offer multi-studio membership plans and memberships are not transferrable across our studios.

Franchise Model

Franchising Strategy

We utilize an attractive franchise model that has allowed us to scale our business rapidly. As of June 30, 2021, we had a global network of 2,801 Total Franchises Sold, including 1,555 Total Studios, of which 1,415 had re-opened following one or more temporary COVID-related closures. Approximately 49% of Total Franchises Sold are owned by single-unit franchisee owners, with the other 51% owned by multi-unit franchisees. As of March 31, 2021, our largest franchisee owns 24 franchises, representing approximately 1% of our Total Franchises Sold. As we pursue opportunities to develop multi-unit franchise systems with financial partners, we expect the percentage of multi-unit franchisees to increase over time.

Highly Engaged Franchise Community

We believe that F45 Training franchisees are highly motivated business owners who are financially, and often personally, invested in improving the wellbeing of their members. Franchisees typically fall into two categories: “owner-operators” and “investors.” Owner-operator franchisees are individuals who usually serve as the lead in-studio trainer and handle day-to-day management of the studio. These franchisees include former personal trainers or fitness enthusiasts who previously developed a strong connection with F45 Training as members before becoming franchisees. Investor franchisees generally hire outside staff to lead workouts and handle day-to-day management of the studio.

While the majority of our franchisees today consist of owner-operators that manage single locations, in the coming years we expect the number of investor franchisees to accelerate. As of March 31, 2021, approximately 51% of our franchises sold were owned by multi-unit franchisees, up from approximately 41% as of December 31, 2019, which highlights the strong market demand for multi-unit franchise opportunities.

Franchisee Selection Process

We have created a highly efficient franchisee development platform that leverages strong consumer demand for our fitness concept and the potential for attractive returns for new franchisees. We have been able to significantly accelerate the growth of our franchisee network while minimizing marketing spend per net franchise sold, which was less than $11,000 per studio in 2019 and 2020.

When evaluating potential new franchisee partners, we generally look for the following criteria:

 

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strong commitment to health and fitness;

 

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personal accountability for the success of a business;

 

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ability to work in a standardized operational environment;

 

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passion for delivering high quality service;

 

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ability to attract and develop talented people; and

 

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willingness to make a minimum commitment of five years.

We divide the franchisee selection process into four distinct phases:

 

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Prospects phase:    Our sales team identifies and contacts “marketing qualified leads” to discuss fit and interest, as well as to determine suitability and optimal territory for a potential studio.

 

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Reservations phase:    A potential franchisee reserves a territory, after which they complete an online interview, file disclosure documents, review the business model and review the terms of our franchise agreement.

 

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Contract sent phase:    A contract is sent to potential franchisees. During this time, the sales team further educates the potential franchisee about the opportunity to become a franchisee. The majority of deals that reach this phase become F45 Training franchisees.

 

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Contract sold phase:    The closing of the franchise sale typically occurs within six months of initial contact.

Support for our Franchisee Network

We believe the upfront and ongoing support that we offer to our franchisees is a key differentiator in our value proposition and has been a critical contributor to our success. Our new franchisees undergo a comprehensive and multi-day training program that covers membership marketing and day-to-day operations prior to opening the studio to ensure the F45 Training experience is standardized across our global footprint. All head trainers must pass a standardized fitness test and undergo a two-day training program to better understand our functional training programs, so that they are able to correct our members’ movements and foster a collaborative and welcoming environment.

We maintain a robust ongoing support program for our franchisees, with dedicated performance managers overseeing the health of the franchisee network within their designated geographies. Performance managers are directly focused on driving strategies to support the performance of studios in their portfolio. Our studio support program is vital to maintaining the overall health and quality of our franchisee network.

Throughout the COVID-19 pandemic, we have been working with franchisees around the world in order to evaluate operational feasibility and support financial liquidity. We have provided assistance to franchisees in following COVID-19 protocols, including company-implemented health and safety policies. We have also been providing additional operating guidance to our franchisees by assisting with modifications to studio layouts and workouts to accommodate proper social distancing and with setting up remote streaming services for members. In addition, a select number of our franchisees have purchased and/or contracted for additional studios as part of a limited-time promotional offer made by us exclusively to existing franchisees to stimulate sales in response to the COVID-19 pandemic. The offer provided for a reduced dollar establishment fee and no franchise fee payments until the earlier of the studio opening and January 1, 2022, as well as deferred equipment purchasing until November 2021. We have also provided franchise fee payment relief for franchisees throughout our global network during the pandemic. This franchise fee relief began on April 1, 2020 for most franchisees but began as early as January 2020 for our franchisees located in Asia. Pursuant to the terms of the franchise fee relief, we will begin collecting franchise fee payments 30 days after a franchisee’s respective studio reopening.

Franchise Agreement

For each franchise license, we enter into an agreement with the franchisee covering standard terms and conditions. We grant our franchisees an exclusive area or territory under the franchise

 

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agreement, and territories are determined as agreed with us using our internal analysis, after taking into account population density and demographics. The proposed location must be approved by us, and each franchisee is responsible for the acquisition or lease of the premises from which to operate the business within their respective territory. The franchise agreement requires that the franchisee operate the studio at a specific location.

The typical franchise agreement has an initial five-year term. We may refuse to extend the term of the agreement if the franchisee is in default under the franchise agreement or has failed to achieve minimum performance targets. More specifically, within 12 months of opening, each franchisee must achieve an annual gross revenue of at least 70% of the average gross revenue of all franchisees who have been operating for at least 12 months. Within six months of the expiration of the initial five-year term, franchisees have the opportunity to renew for an additional five-year term, subject to the terms and conditions prevailing at the time of renewal.

The franchise agreement requires franchisees to comply with our standard methods of operation, which govern the provision of services, use of vendors and sale of merchandise. These provisions require that franchisees must generally purchase equipment from us and may only buy products, goods and materials approved by us. We may terminate the franchise agreement upon an event of default by the franchisee, and the franchisee may terminate only with our mutual consent.

Historically, franchisees have paid a fixed monthly franchise fee. Since July 2019, we transitioned our model in the United States for new franchisees to a franchise fee based on the greater of a fixed monthly franchise fee or a percentage of gross monthly studio revenue. In select markets outside of the United States, and for renewals of existing franchisees in the United States, we are in the process of developing a strategy for transitioning to a similar model.

Attractive Franchisee Return Profile

Our franchise model has the potential to generate strong returns for franchisees as a result of a relatively low initial investment and favorable operating cost structure driven by our purpose-built studio design and proprietary technology-enabled ecosystem. We believe that our scale provides us with cost advantages that allow us to offer our equipment to our franchisees for a significantly lower cost than if they were to acquire it on their own. We recommend that our franchisees typically staff one lead trainer and at least one assistant trainer during business hours. We also provide ongoing back-office support through our customer relationship management capabilities to assist with day-to-day booking and operation of the business. We believe the modest initial investment, combined with limited staffing needs, creates the potential for strong financial performance and expands the universe of potential franchisees.

Prior to the COVID-19 pandemic and based on data collected through our booking systems and the Franchise Survey, we estimate that in a normalized operating environment, a typical F45 Training franchise requires an aggregate initial investment of approximately $315,000, which includes all of the required studio equipment contained in the World Pack, and, in its third year of operation can produce an AUV of approximately $354,000, average EBITDA margins in excess of 30% and average cash-on-cash returns in excess of 33%.

Across the F45 network, we believe that many studios that have re-opened following the onset of the COVID-19 pandemic have demonstrated the ability to ramp up AUV levels. Further, we believe that many studios that have re-opened following the onset of COVID-19 have been able to return to or lower their pre COVID-19 operating costs. During the six months ended June 30, 2021, studios that were open for the full period experienced an AUV increase of approximately 27% compared to the same period in 2020.

 

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Industry Dynamics

Favorable Industry Fundamentals

The fitness industry represents a large market that has historically exhibited attractive growth characteristics due to various secular consumer trends. According to IHRSA, the global health club market size was estimated to be $97 billion in 2019, with the U.S. segment of this market representing $35 billion. From 2014 to 2019, the global health club industry grew at a CAGR of 2.8%, with the U.S. health club industry growing at a CAGR of 7.7%. We believe that the following have been, and will continue to be, key drivers of industry growth:

 

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increased consumer focus on health and wellness, driven by education on the health benefits of exercise;

 

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changes in consumer spending in favor of experiences, including group fitness; and

 

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cultural shifts promoting fitness as an aspirational lifestyle and form of community, supporting the studio fitness model.

With only 64.2 million Americans ages six and older having health club memberships according to IHRSA, we believe there is significant opportunity for further growth in fitness engagement and membership in the United States.

Resilience Under Macroeconomic Pressure

The health club industry demonstrated resilience during the last recession from 2007 to 2009, with a global revenue CAGR of 4.4% during this period and a U.S. revenue CAGR of 2.1%, according to IHRSA. We believe that the studio fitness category will be generally resilient under macroeconomic pressure due to a number of factors, including its high quality community-oriented experience, its value proposition as a lower cost alternative to personal training and the heightened consumer focus on health and wellness as compared to the last recession. Unprecedented events, however, such as the COVID-19 pandemic, have the potential to negatively impact and disrupt the fitness industry.

COVID Impact on Fitness Industry

The COVID-19 pandemic has negatively impacted the fitness industry. At the peak of the pandemic, nearly all health and fitness centers in the United States were closed. Many other developed markets around the world in which we operate experienced similar closures. Multiple health club operators have entered bankruptcy and many gyms and health clubs will never reopen. According to IHRSA, as of September 30, 2020, 15% of health and fitness locations in the United States had permanently closed and as of December 31, 2020, 25% would likely be closed permanently. Our studio network has proven to be resilient in the face of the pandemic, with approximately 1% of the number of total studios permanently closed in the 18 months ended June 30, 2021.

Upon a return to normalcy following the COVID-19 pandemic, we believe fitness and wellness will be top-of-mind for consumers. In an online survey conducted by Kelton Global, 91% of resolution-setters listed “fitness” as a top goal for 2021. In a survey conducted of Life Time members, 86% of respondents miss their in-person workout community and 81% feel more inspired to make a health goal in 2021. In a survey conducted by IHRSA in August 2020, 95% of respondents stated they missed their gym routine and 94% stated they plan to return to their routine in some capacity. We believe we are well positioned to serve new members as restrictions continue to ease and consumers increasingly participate in in-person activities.

 

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Competition

We operate in a competitive and highly fragmented market, with multiple industry segments competing for the consumers’ share of wallet that is allocated to fitness and health. While we operate specifically in the studio fitness category, we consider the following key industry categories as competition:

 

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other studio fitness concepts;

 

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full-service health clubs;

 

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racquet, tennis, country and other athletic clubs;

 

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value-focused health clubs; and

 

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at-home fitness offerings, including digital fitness content.

The number, size and strength of our competitors vary by region. Some of our competitors have national name recognition or an established presence in local markets, and some are established in markets in which we have existing studios or intend to locate new studios.

We believe that we successfully compete on the basis of our flexible functional training workout, our F45 Training experience, innovative and proprietary technology platform, compelling franchisee studio economics and our franchise development model. We believe we offer an attractive and flexible price point relative to personal training, while maintaining a competitive rate as compared to other studio fitness offerings.

Marketing Strategy

 

LOGO  

LOGO

  LOGO

Our marketing strategy is focused on delivering the highest quality F45 Training experience to franchisees and members of our studios and raising awareness of our brand through a broad range of channels. These channels include influencer, experiential, social media, online search, digital media, TV and print marketing. Marketing activity is conducted both by us and by our franchisees. We utilize a multi-prong marketing strategy focused on attracting and educating prospective franchisees, driving demand with new and existing members and increasing general awareness and affinity for our brand.

 

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Brand Marketing

We seek to drive brand awareness through marketing initiatives that highlight the differentiated F45 Training experience and community. We have created a curated training experience that is driven by technology and supported by community, which drives a powerful brand with broad demographic appeal and a highly passionate member base. Below are representative examples of our marketing efforts:

 

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Social Media Marketing: We leverage social media marketing—through Instagram, YouTube and Facebook—as a means to engage with our existing members and attract new members. Across these platforms, existing and new members interact with us, our franchisees and each other by consuming content posted by us on our social media accounts and by sharing their own original content.

 

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Influencer Marketing:    Influencer marketing is a key method through which we embed F45 Training in popular culture. Our partnership with actor and entrepreneur Mark Wahlberg has accelerated our path to becoming a household name in the U.S. market. Further, we have benefited from organic and paid social media promotion of the F45 Training brand by celebrities and professional athletes that visit our studios. In addition to Mr. Wahlberg, we have established relationships with Earvin “Magic” Johnson, Jr., David Beckham, Greg Norman, Cindy Crawford and other professional athletes and personalities in order to promote our products.

 

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Earned Media:    We work with multiple public relations agencies in our key territories who are responsible for driving F45 Training placements across media outlets. We have benefited from significant media enthusiasm around our brand.

 

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Local Events:    We aim to boost brand awareness and foster a sense of community by producing and sponsoring local events in our key territories, with event categories spanning F45 Track (outdoor bootcamps), F45 Playoffs (individual and team competitions) and F45 partnership events with a range of hospitality and likeminded health and wellness brands. While we have reduced the number of local in-person events during the pandemic, we plan to increase the frequency of events over time as local regulation permits.

 

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Marketing Partnerships:    We maintain marketing partnerships with leading brands, such as Athletic Propulsion Labs, through which our members gain access to exclusive shoe and apparel releases.

 

Additional brand marketing strategies include television, outdoor billboard and pasting campaigns in key markets.

Franchisee Sales Marketing

Our primary methods for marketing to prospective franchisees include a mix of social, digital, search, referral and experiential marketing. We have created a scalable and sustainable marketing model through which we identify potential franchisees and pursue qualified leads utilizing our sales team.

In addition to our performance marketing initiatives, we continue to experience the power of word-of-mouth marketing as we open more studios around the world. This network effect is exemplified by the rapid growth of F45 Training in our first market, Australia. The first F45 Training franchisees included members of our first studio, who had a strong community experience and connection with our brand. For example, one franchisee in Sydney was among our first franchisees in 2013 and has expanded from one studio to 24 franchises sold, as of March 31, 2021.

 

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Membership Marketing

Our membership marketing efforts, which are conducted both prior to studio opening and on an ongoing basis, focus on targeting the acquisition of new members and the retention of our existing members through local social, search and experiential marketing. Our membership marketing program consists of the following:

 

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Pre-Opening Membership Marketing Campaigns:    Such campaigns are funded by franchisees, and focus on building the studio membership base prior to opening. In these campaigns, our local studio, trainers, owners and marketing teams drive awareness of, and excitement about, our brand through grassroots marketing outreach to influencers, businesses, charitable organizations and schools in the respective community.

 

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Ongoing Membership Marketing Programming:    Such programing is designed by us, available for a monthly fee and designed to generate and convert leads to new members. We seek to reach and engage with new target audiences using geographic and demographic targeting across social and digital media platforms.

 

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One-on-One Marketing Support:    In addition to the paid membership marketing programming, we provide significant value to studio managers by offering one-on-one marketing support that is specifically tailored to each studio’s needs.

Intellectual Property

The protection of our technology and intellectual property is an important aspect of our business. We rely upon a combination of patents, trademarks, trade secrets, copyrights, confidentiality procedures, contractual commitments and other legal rights to establish and protect our intellectual property. Our standard form of employment agreement includes confidentiality provisions and invention or work product assignment provisions with our employees to control access to, and clarify ownership of, our proprietary information.

We have a number of patents protecting our workout creation process and screen-based workout technology.

As of March 31, 2021, we held five issued U.S. patents and have one U.S. patent application pending. We also hold 20 patents and innovation patents issued in foreign jurisdictions (10 of which have been issued in Australia) and have four patent applications pending in foreign jurisdictions. Our patents issued in the United States expire between June 2030 and September 2036, and our foreign issued patents expire between May 2022 and November 2039. As of March 31, 2021, we held 48 registered trademarks in the United States, including our logo / logo components and had 22 U.S. trademark applications pending. We also held 188 registered trademarks in foreign jurisdictions and had 127 trademark applications pending in foreign jurisdictions. We continually review our development efforts to assess the existence and patentability of new intellectual property. We intend to continue to file additional patent applications with respect to our technology.

We license the use of our marks to franchisees, third-party vendors and others through franchise agreements, vendor agreements and licensing agreements. These agreements generally restrict third parties’ activities with respect to use of the marks and impose brand standards requirements. We generally require licensees to inform us of any potential infringement of the marks.

We register some of our copyrighted material and otherwise rely on legal and contractual protections of our copyrighted works that have been fixed in a tangible medium or otherwise qualify for copyright protection. Such copyrighted materials are not material to our business.

 

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Information Technology & Systems

All studios use a computerized, third-party hosted store management system to process new in-store memberships, bill members, update member information, check-in members and process point of sale transactions. Our websites are hosted by third parties, and we also rely on third-party vendors for related functions such as our system for processing and integrating new online memberships, updating member information and making online payments. We use these third-party vendors to gather data from our franchisees, including information on franchisee performance and operations. We believe these systems are scalable to support our growth plans.

Our back-office computer systems are comprised of a variety of software designed to assist in the management and analysis of our franchisee revenue and key operational metrics as well as support the daily operations of our headquarters. These include third-party hosted systems that assist with onboarding franchisees in accordance with F45 standards, a third-party hosted financial system for reporting, advanced analysis and which helps to facilitate financial analysis and forecasting and a third-party hosted payroll system.

We also provide our franchisees access to a web-based, third-party hosted custom franchise management system to receive informational notices, operational resources and updates, training materials and other franchisee communications.

In relation to our workouts, we utilize a fitness programming algorithm that intelligently selects exercises from a database of over 3,900 unique functional training movements. This algorithm produces potential workout plans which are then centrally reviewed and staged by our head trainers before ultimately being distributed to studios.

We recognize the value of enhancing and extending the uses of information technology in virtually every area of our business. Our information technology strategy is aligned to support our business strategy and operating plans. We are committed on an ongoing basis to replace or upgrade key systems, enhance security and optimize their performance.

Government Regulation

We and our franchisees are subject to various federal, state, provincial and local laws and regulations affecting our business including those that concern franchise operations, payment processing, consumer protection, information and data privacy and other laws regarding unfair or deceptive trade practices.

We are subject to the FTC Franchise Rule promulgated by the FTC that regulates the offer and sale of franchises in the United States and its territories (including Puerto Rico, the U.S. Virgin Islands and Guam) and requires us to provide to all prospective franchisees certain mandatory disclosures in a franchise disclosure document, or FDD. In addition, we are subject to state franchise sales laws in approximately 14 states that regulate the offer and sale of franchises by requiring us to make filings and obtain franchise registration prior to our making any offer or sale of a franchise in those states and to provide an FDD to prospective franchisees in accordance with applicable franchise laws and regulations. We are also subject to franchise relationship laws in approximately 18 states that regulate several aspects of the franchisor-franchisee relationship, including renewals and terminations of franchise agreements, franchise transfers, the applicable law and venue in which franchise disputes must be resolved, discrimination, franchisees’ right to associate and sourcing, among others.

We are subject to franchise disclosure laws in six provinces in Canada (Alberta, British Columbia, Manitoba, New Brunswick, Ontario and Prince Edward Island) that regulate the offer and sale of

 

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franchises by requiring us to provide an FDD in a format prescribed by such laws to prospective franchisees in accordance with such laws, and that may regulate certain aspects of the franchise relationship.

We are subject to franchise disclosure and relationship laws in Australia that regulate the offer and sale of franchises by requiring us to provide an FDD in a format prescribed by such laws to prospective franchisees and that regulate certain aspects of the franchisor-franchisee relationship, including renewals and terminations of franchise agreements, franchise transfers, the venue in which franchise disputes must be resolved, franchisees’ right to associate and the use of marketing funds.

In addition, we and our franchisees may also be subject to laws in other foreign countries where we or they do business, including franchise disclosure, registration and relationship (and similar) laws and regulations. For example, we are also subject to franchise registration and disclosure laws in other countries in which we operate, including Australia, Canada, China, France, French Polynesia, Indonesia, Malaysia, Mexico, New Caledonia, Russia, South Africa, South Korea, Spain, Taiwan and the United States, that regulate the offer and sale of franchises by requiring us, unless otherwise exempt, to register an FDD in a prescribed format and to provide that FDD to prospective franchisees, in accordance with such laws, and that regulate certain aspects of the franchise relationship.

We and our franchisees are also subject to the U.S. Fair Labor Standards Act of 1938, as amended, similar state laws in certain jurisdictions, and various other laws in the United States, Canada, Australia and other foreign jurisdictions governing such matters as minimum-wage requirements, overtime and other working conditions.

Our and our franchisees’ operations and properties are subject to extensive federal, international, state, provincial and local laws and regulations, including those relating to environmental, building and zoning requirements. Our and our franchisees’ development of properties depends to a significant extent on the selection and acquisition of suitable sites, which are subject to zoning, land use, environmental, traffic and other regulations and requirements.

We and our franchisees are responsible at the studios we each operate for compliance with state laws that regulate the relationship between health clubs and their members. Nearly all states have consumer protection regulations that limit the collection of monthly membership dues prior to opening, require certain disclosures of pricing information, mandate the maximum length of contracts and “cooling off” periods for members (after the purchase of a membership), set escrow and bond requirements for health clubs, govern member rights in the event of a member relocation or disability, provide for specific member rights when a health club closes or relocates, or preclude automatic membership renewals. We and our franchisees primarily accept payments for our memberships through electronic fund transfers from members’ bank accounts, and, therefore, we and our franchisees are subject to both federal and state legislation and certification requirements, including the Electronic Funds Transfer Act. Some states, such as New York, Massachusetts and Tennessee, and countries, such as Australia, have passed or have considered legislation requiring health clubs to offer a prepaid membership option at all times and/or limit the duration for which health club memberships can auto-renew through EFT payments, if at all. Our business relies heavily on the fact that our memberships continue on a month to month basis after the completion of any initial term requirements, and compliance with these laws, regulations and similar requirements may be onerous and expensive, and variances and inconsistencies from jurisdiction to jurisdiction may further increase the cost of compliance and doing business. States that have such health club statutes provide harsh penalties for violations, including membership contracts being void or voidable.

Additionally, the collection, maintenance, use, disclosure and disposal of individually identifiable data by our, or our franchisees’, businesses are regulated at the federal, state and provincial levels as

 

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well as by certain financial industry groups, such as the Payment Card Industry, Security Standards Council, the NACHA and the Canadian Payments Association. Federal, state and financial industry groups may also consider from time to time new privacy and security requirements that may apply to our businesses and may impose further restrictions on our collection, disclosure and use of individually identifiable information that are housed in one or more of our databases.

Employees and Human Capital Resources

As of March 31, 2021, we employed 32 employees in Australia, 84 employees in the United States and six employees in the United Kingdom. We also leverage external service providers to support U.S. operations. None of our employees are represented by labor unions, and we believe we have an excellent relationship with our employees.

F45 Training franchises are independently owned and operated businesses. As such, employees of our franchisees are not our employees.

We believe that an engaged, diverse, and inclusive culture is essential for the success of our business, and we consider our employees to be the foundation for our growth and success. As such, our future success depends in large part on our ability to attract, train, retain, and motivate qualified personnel. The growth and development of our workforce is an integral part of our success. Another critical component of maintaining our engaged and inclusive culture is making investments in our team members at all levels with our training programs. We are also committed to developing and fostering a culture of diversity and inclusion and know that a company’s ultimate success is directly linked to its ability to identify and hire talented individuals from all backgrounds and perspectives.

Facilities

We do not own any real property. We are currently headquartered in Austin, Texas. We occupy a temporary office space while we complete construction of an approximately 44,000 square foot new global headquarters. Our lease for our new headquarters expires June 2029. We have one option to extend the lease for five additional years. In addition to our office in Austin, Texas, we have offices in Paddington, Australia and London, England. As of March 31, 2021, our franchisees operated 1,487 total studios, with the real estate of each studio being either leased or owned by the respective franchisee. We believe that our facilities are sufficient to meet our current needs.

Suppliers

We source substantially all of the equipment provided in our World Pack from a single supplier in China who manufactures products in its own facilities. Our vendor manufactures and holds the inventory until franchisees’ orders are fulfilled. We also source additional equipment and products from suppliers in the United States and Canada and use local distributors for certain gym equipment. Franchisees generally purchase equipment through our approved suppliers or must seek written approval for non-approved suppliers. Approved suppliers are those who demonstrate the ability to meet our standards, who possess adequate quality controls and the capacity to supply franchisees’ needs promptly and reliably, whom we have approved in writing and whom we have not later disapproved. We may change the number of approved suppliers at any time and may designate ourselves, an affiliate, or a third party as the exclusive source for any particular item.

 

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Corporate

Our current corporate headquarters address is 801 Barton Springs Road, 9th Floor, Austin, TX 78704. For further information please view our official company website at www.f45training.com. Information included or referred to on, or otherwise accessible through, our website is not deemed to form a part of, or be incorporated by reference into, this prospectus.

Legal Proceedings

We are currently, and from time to time may become, involved in legal or regulatory proceedings arising in the ordinary course of our business, including personal injury claims, employment disputes and commercial contract disputes. Although the outcome of these and other claims cannot be predicted with certainty and except for those matters discussed below, we are not currently a party to any litigation or regulatory proceeding that would reasonably be expected to have a material adverse effect on our business, results of operations, financial condition or cash flows.

We have received demand letters from a number of performance rights organizations in the United States and Australia with respect to our and our franchisees’ use of music in studios. On July 1, 2019, we received a letter from Universal Music Group, or UMG alleging copyright infringement and licensing violations in connection with our distribution of music to our franchisees. We have entered into an ongoing tolling agreement with UMG and are having ongoing discussions regarding resolution of the matter. In addition, we previously received demand letters from APRA AMCOS and PPCA, and entered into licensing arrangements with these rights holders. In response to the allegations, we have contracted with Soundtrack Your Brand, a streaming service for businesses, which provides a global database of licensed music that is made available directly to our franchisees. We believe our relationship with Soundtrack Your Brand and the services provided by Soundtrack Your Brand will help to mitigate the risk of future copyright infringement allegations regarding use of music in our studios and during our classes.

 

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MANAGEMENT

Executive Officers, Key Employees and Directors

The following table sets forth the name, age, position and description of the business experience of individuals who serve as our executive officers, key employees and directors and our director nominees as of the date of this prospectus and brief statements of those aspects of our directors’ backgrounds that led us to conclude that they should serve as directors.

 

Name

    Age     

Position

Management

      

Adam Gilchrist*

      43      Founder, President, Chief Executive Officer and Chairman of Board

Chris Payne*

      41      Chief Financial Officer and Director

Luke Armstrong*

      41      Chief Revenue Officer

John Minty

      48      Chief Marketing Officer

Heather Christie

      30      Chief Operating Officer

Patrick Grosso*

      48      Chief Legal Officer

Dorian Workman

      45      Chief Technology Officer

Elliot Capner

      38      Chief Commercial Officer

Non-Employee Directors

      

Michael Raymond

      66      Director

Darren Richman

      49      Director

Mark Wahlberg

      50      Director

Director Nominees

      

Richard Grellman

      71      Director Nominee

Elizabeth Josefsberg

      50      Director Nominee

Lee Wallace

      40      Director Nominee

Ruth Zukerman

      63      Director Nominee

 

*

Executive officer, within the meaning of Rule 3b-7 under the Exchange Act.

Biographies of Management

Adam Gilchrist.     Adam Gilchrist is a serial entrepreneur with 20 years’ experience in franchising, marketing and product development. Mr. Gilchrist co-founded the Company and has served as Co-Chief Executive Officer since 2014 and a member of the Company’s board of directors since 2017. In 2019, he was appointed as sole Chief Executive Officer. Effective upon the listing of our common stock on the NYSE, he will also serve as the Executive Chairman of our board of directors. The first business he founded was an e-payment service in Australia, which he sold to a public company. The second business he founded was Zippy Shell, a successful mobile self-storage company in the United States. Mr. Gilchrist also represented Australia in the Australian Schoolboy and U19 Rugby Teams and attended the Australian Institute of Sport on scholarship.

We believe that, as our co-founder and Chief Executive Officer, Mr. Gilchrist brings a wealth of experience with our business and industry to our board of directors, and his demonstrated business acumen and skills in entrepreneurship and business strategy make him qualified to serve on our board of directors. Mr. Gilchrist’s board service also provides a direct and open channel of communication between the board and management.

Chris Payne.     Chris Payne has served as our Chief Financial Officer since June 2018. He has also served as our Treasurer and as a Director since March 2019. From April 2008 to April 2018, Mr. Payne served as the Chief Financial Officer of the World Surf League, the governing body for

 

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professional surfing and the organization responsible for professional surf competitions and surf-event broadcasting. Prior to joining the World Surf League, Mr. Payne served as Group Management Accountant for the Leisure Asset Acquisition Division of the Macquarie Group, Macquarie Leisure Operations (ASX: MLO now Ardent Leisure ALG). Mr. Payne, a qualified Chartered Accountant, began his career working in public practice specializing in M&A and Advisory Services. He received his Bachelor of Commerce with a major in Banking, Accounting and Finance from Griffith University and subsequently received a Graduate Diploma of Chartered Accounting (GradDipCA) from The Institute of Chartered Accountants.

We believe Mr. Payne’s experience in helping to build the Company and his expertise in accounting and business operations make him qualified to serve on our board of directors.

Luke Armstrong.    Luke Armstrong has served as F45’s Chief Revenue Officer since January 2019 and is responsible for driving revenue growth and aligning franchise sales with marketing, customer support and franchise performance teams. From November 2013 until assuming his position as F45’s Chief Revenue Officer, Mr. Armstrong served as Global Head of Franchise Sales. Mr. Armstrong earned a Bachelor of Commerce from the University of Sydney in 2003. He then started his career with UBS Investment Bank, where he was stationed in London (2004), Zurich (2006), Singapore (2010) and New York (2011). From August 2006 to March 2010, Mr. Armstrong was responsible for managing the bank’s Global Spot Foreign Exchange Trading business before relocating to New York, where he helped establish UBS’s Foreign Exchange Algorithmic Trading Desk. Upon his subsequent return to Australia, Mr. Armstrong was part of the inaugural F45 Training community in Paddington, Sydney. When he joined F45 Co-Founders Rob Deutsch and Adam Gilchrist in their quest to franchise their concept in November 2013, Mr. Armstrong was instrumental in building out the Australian franchise network before turning his focus to F45’s international expansion in 2016, specifically focusing on Asia, the United Kingdom and Europe. In addition to his role as F45’s Chief Revenue Officer, Mr. Armstrong has also been an F45 franchisee since 2015.

John Minty.    John Minty has served as our Chief Marketing Officer since March 2021. From August 2017 to February 2021, Mr. Minty served as Chief Financial Officer of TBWA/Chiat/Day, a wholly-owned subsidiary of Omnicom Group, Inc. From April 2016 to August 2017, Mr. Minty served as Chief Financial Officer/Chief Operating Officer of 180, an international creative agency and wholly-owned subsidiary of Omnicom Group, Inc., where he was responsible for strategic development, operations and accounting functions. From April 2013 to April 2016, Mr. Minty held the role of Chief Financial Officer/Chief Operating Officer at DDB California, a division of DDB Worldwide advertising company and another wholly-owned subsidiary of Omnicom Group, Inc., where he was a member of the Senior Management Team and handled planning, directing and coordinating activities related to accounting, U.S. GAAP compliance and cash management. Prior to his tenure at DDB California, Mr. Minty served as Chief Financial Officer/Chief Operating Officer of Venables Bell & Partners, an independent San Francisco advertising agency. Mr. Minty is a Certified Practicing Accountant in Australia and received his Bachelor of Commerce degree in Finance and Accounting from Macquarie University in December 1996.

Heather Christie.     Heather Christie joined us in October 2017 as Head of Support, overseeing Global Franchise Network Support for us, including Franchise Onboarding, Franchise Compliance, and General Franchise Support. In December 2018, Heather transitioned to a new role as Director of Operations, primarily focused on franchise onboarding and experience, brand consistency, and compliance. In January 2020, Heather was appointed as our Chief Operating Officer. Prior to joining us, from July 2015 to October 2017, Ms. Christie worked in various Operations roles at Uber Technologies, with a focus on West Coast New Supply and more recently People Operations for Onboarding Agents across the US and Canada. Heather worked with Uber Technologies as a contractor from February 2014 to July 2015. Ms. Christie received a Bachelor of Arts in New Media Design, with a concentration in Communications, from State University of New York, College at Cortland.

 

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Patrick Grosso.    Patrick Grosso has been our Chief Legal Officer since October 2019. He oversees all legal affairs for us. Mr. Grosso has over 20 years of legal experience, and he has advised on strategic efforts to grow national and global brands. From March 2018 to April 2019, Mr. Grosso served as Chief Financial Officer, Chief Administrative Officer and Chief Legal Officer for Upwell Health, LLC, a branded national pharmacy concept focused on helping individuals with chronic conditions. From 2016 until March 2018, he was self-employed as an attorney. From 2013 to 2016, Mr. Grosso served as Vice President, Strategic Initiatives and Corporate Affairs and Chief Legal Officer for Skullcandy, Inc., a global consumer electronics brand sold in over 80 countries. From 2008 to 2012, Mr. Grosso served as Vice President and General Counsel for Tilly’s, Inc., a branded national clothing retailer. From 2001 to 2008, Mr. Grosso served in various leadership roles for national mortgage lenders. Mr. Grosso was also an associate with the international law firm of Latham & Watkins LLP and an attorney with the U.S. Securities and Exchange Commission, Division of Corporation Finance. Mr. Grosso holds a Juris Doctor from Pepperdine University and a Bachelor of Science in Economics from California State Polytechnic University, Pomona. Mr. Grosso is licensed to practice law in California, with inactive licenses in Texas and Washington, D.C. and is a Certified Public Accountant (inactive).

Dorian Workman.    Dorian Workman has served as our Chief Technology Officer since March 2021. From September 2015 to February 2021 Mr. Workman served as Senior Technology Project Manager and Senior Business Analyst for Sculptor Capital Management (NYSE: SCU), a global alternative asset manager based in New York, NY, where he was responsible for the management of major strategic technology development and outsourcing initiatives. From December 2011 to August 2015, Mr. Workman served as Senior Business Analyst, Bridgewater Transformation for Bank of New York Mellon (NYSE:BK). Prior to that Mr. Workman held various roles in the technology organizations of Bridgewater Associates, Citibank (NYSE:C) and Wells Fargo Bank (NYSE:WFC). Mr. Workman began his career with Cosmos E-C Commerce, an online payments-processing company based in Sydney, Australia. Mr. Workman holds a Bachelors Degree in Land Economics from the University of Technology, Sydney.

Elliot Capner.    Elliot Capner joined the Company in July 2016 as our General Counsel and Chief Operating Officer, overseeing the general operations and legal affairs of the Company. In September 2019, Mr. Capner was appointed our Chief Commercial Officer and is responsible for implementing the Company’s commercial strategy and driving additional revenue lines for the Company and its franchisees. Prior to joining the Company, Mr. Capner spent nine years working as an attorney at law firms in Sydney, Australia. From October 2013 to June 2016, Mr. Capner was a senior attorney with Watson Mangioni, where he specialized in complex commercial transactions, sports and franchising law. From September 2011 to August 2013, Mr. Capner was an associate with Dibbs Barker, where he specialized in financing transactions, consumer credit law and banking law. From August 2007 to July 2011, Mr. Capner was an associate with Marsdens Law Group, where he specialized in corporate and commercial law. Mr. Capner received his Master’s in Corporate and Commercial Laws from the University of New South Wales, as well as a Bachelor of Laws, a Bachelor of Arts in History and a Graduate Diploma in Legal Practice from the University of Wollongong. A member of the Law Society of New South Wales, Australia, Mr. Capner holds a current practicing certificate.

Biographies of Non-Employee Directors

Michael Raymond.    Michael Raymond joined our board of directors in March 2019. He was appointed to our board of directors by MWIG LLC, a special purpose private investment vehicle led by FOD Capital and Mark Wahlberg, pursuant to MWIG’s director designation rights under the Stockholders’ Agreement (see “—Board Composition”). Mr. Raymond has served as Manager of FOD Capital since December 2017. Mr. Raymond has practiced law for over 38 years in the areas of securities regulation, corporate finance, mergers & acquisitions and general corporate matters. From 2004 to 2019, Mr. Raymond served as a senior member in the Corporate, M&A, Private Equity,

 

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Securities and Tax Group of Dickinson Wright PLLC, a national full-service law firm. From 2008 to 2017, Mr. Raymond served as the Practice Department Manager. Mr. Raymond transitioned to Of Counsel in 2020 and continues to serve in that role in addition to his duties with FOD Capital. Mr. Raymond received his B.A. and M.S.A. (Accountancy) degrees from DePaul University, his J.D. degree from John Marshall Law School and an L.L.M. (Securities Regulation) degree from Georgetown University Law Center.

We believe Mr. Raymond is qualified to serve on our board of directors due to his legal background, especially with regard to his extensive knowledge of corporate governance matters from his over 38 years of advising clients on the topic, as well as his business acumen which he has gained from both his legal representation of a vast number of public and private companies and from his business and investment experience in serving as Manager of FOD Capital.

Mark Wahlberg.    Mark Wahlberg joined our board of directors in March 2019. He was appointed to our board of directors by MWIG LLC, a special purpose private investment vehicle he leads with FOD Capital, pursuant to MWIG’s director designation rights under the Stockholders’ Agreement (see “—Board Composition”). Mr. Wahlberg is a well-known actor, producer, investor and entrepreneur. He is a co-founder and manager of numerous businesses, including Wahlburgers, a restaurant chain that has expanded to 32 locations in North America and Europe; Performance Inspired Nutrition, a sports supplement line which now includes over 50 products; Municipal Apparel LLC, a designer and retailer of sport utility apparel; and Unrealistic Ideas LLC, a production company specializing in reality and non-scripted productions. Mr. Wahlberg is also a co-owner of the Columbus, Ohio Mark Wahlberg Chevrolet and Mark Wahlberg Buick GMC, car dealerships. In addition, Mr. Wahlberg served on the board of directors of AQUAhydrate, Inc. from January 2011 to February 2019. A committed philanthropist, Mr. Wahlberg started the Mark Wahlberg Youth Foundation in 2001 to benefit inner-city children and teens.

We believe Mr. Wahlberg is qualified to serve on our board of directors due to his entrepreneurial experience as well as his knowledge of the fitness and wellness industries.

Darren Richman.     Darren Richman joined our board of directors in October 2020. Mr. Richman co-founded Kennedy Lewis with David Chene in 2017 and is currently Co-Portfolio Manager of Kennedy Lewis and Co-Chair of its Investment Committee and Executive Committee. Mr. Richman was formerly a Senior Managing Director with Blackstone’s global credit business, GSO Capital Partners (now known as Blackstone Credit) from 2006 to 2016 where he focused on special situations and distressed investments and sat on the Investment Committee for many of Blackstone Credit’s special situation-oriented funds. Before joining Blackstone, Mr. Richman worked at DiMaio Ahmad Capital, where he was a Founding Member and the Co-Head of its Investment Research Team, from 2003 to 2006. Prior to joining DiMaio Ahmad, Mr. Richman was a Vice President and Senior Special Situations Analyst at Goldman Sachs, from 1999 to 2003. Mr. Richman began his career with Deloitte & Touche, ultimately serving as a Manager in the Firm’s Mergers & Acquisitions Services Group, from 1994 to 1999. Mr. Richman is also on the Boards of Vemo Education, Eastman Kodak and Outward Bound USA. He is a member of the Economic Club of New York and formerly served on its strategic planning committee. Mr. Richman received a BS/BA degrees in Accounting from the University of Hartford in 1993, and an MBA from NYU’s Stern School of Business in 2000. He was formerly a Certified Public Accountant and a Member of the American Institute of Certified Public Accountants.

We believe Mr. Richman is qualified to serve on our board of directors due to his broad business and financial background in special situations and opportunistic investing and his position as a board member on multiple other companies.

 

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Biographies of Director Nominees

Richard Grellman.    Richard Grellman is expected to become a member of our board of directors as of the effectiveness of the registration statement of which this prospectus forms a part. Mr. Grellman has been a professional non-executive director since 2000. Mr. Grellman currently serves as the Chairman of the Board for FBR Ltd, a company that designs, develops, and operates dynamically stabilized robots to address global needs, and the Chairman of the Board for IPH Ltd, a holding company for intellectual property and associated companies offering a wide range of IP services and products. Mr. Grellman is also the Lead Independent Director of The Salvation Army in Australia and a board member of Excelsia College. Prior to his current directorships, Mr. Grellman served Bisalloy Steel Group Ltd as a Director and Chairman of the Audit Committee from 2002 to 2019 and the Chairman of the Board from 2019 to 2020. He also was the Chairman of the Board for SuperConcepts Pty Ltd from 2012 to 2019, AMP Foundation from 2011 to 2018, and Genworth Mortgage Insurance (Australia) Ltd from 2012 to 2016. The Council of the University of New South Wales bestowed on Mr. Grellman the degree of Doctor of the University, honoris causa, in recognition of his eminent service to the University and broader community. Mr. Grellman was also appointed to hold the office as the Tribunal of The Statutory and Other Officers Remuneration Tribunal (SOORT) by the Governor of NSW in September 2014. Prior to becoming a professional director, Mr. Grellman enjoyed a 32-year career with KPMG, serving in various roles, including as a partner from 1982 to 2000, a member of KPMG’s National Board from 1995 to 1997 and National Executive from 1997 to 2000.

We believe Mr. Grellman is qualified to serve on our board of directors due to his significant experience as a non-executive director and his expertise in accounting and business operations.

Elizabeth Josefsberg.    Liz Josefsberg is expected to become a member of our board of directors as of the effectiveness of the registration statement of which this prospectus forms a part. Liz Josefsberg CPT, NES has over 20 years of experience in the health, wellness and weight loss industry. Since 2013 she has served as a consultant for GreaterThan Fitness Inc., a consulting firm she founded, which specializes in wellness program development based on behavior modification and the online education of wellness through technology. Ms. Josefsberg’s work today centers on advising and consulting for companies at the intersection of weight loss, wellness and emerging health solutions. She also consults in the wearable technology sector, creates weight loss programs for companies and is deeply involved in helping technology enabled weight loss and health devices come to market. She has authored several weight-loss books, most notably, Target 100 - The World’s Simplest Weight Loss Program in Six Easy Steps, and is a frequent motivational speaker and panelist at health and wellness events like CES. Prior to founding her consulting firm, Ms. Josefsberg worked for 11 years as the Director of Brand Advocacy on the science and content teams and as a celebrity weight loss coach and Leader for Weight Watchers.

We believe Ms. Josefsberg is qualified to serve on our board of directors due to her extensive knowledge and experience in the health and wellness industry.

Lee Wallace, Ph.D.    Dr. Lee Wallace is expected to become a member of our board of directors as of the effectiveness of the registration statement of which this prospectus forms a part. Dr. Wallace has been a consultant to the Company since August 2016, where he advised our athletics department in the design and implementation of our workouts. In this role he also attends and presents at international conferences and educates trainers and members on current research and best practices in health, fitness, and safety. We and Dr. Wallace have agreed that ,upon the effectiveness of the registration statement of which this prospectus forms a part, Dr. Wallace will cease to serve as a consultant to the Company. Dr. Wallace has also served as an academic at the University of Technology Sydney since August 2015. He holds the position as Course Director for Sport and Exercise Science, where he oversees accreditation, course administration and is a member of the academic board of the Faculty of Health. Dr. Wallace is an author of numerous academic journal publications on health and fitness and lectures in Structural and Functional Anatomy, Strength and Conditioning, and Exercise Physiology. Dr. Wallace graduated from the University of Technology

 

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Sydney, with a Doctor of Philosophy in Exercise Physiology (2012), an Honours in Human Movement (2004), and a Bachelor of Arts in Sport and Exercise Management (2002).

We believe Dr. Wallace is qualified to serve on our board of directors due to his academic background in athletics, strength and conditioning as well as his knowledge of the health and safety in fitness training.

Ruth Zukerman.    Ruth Zukerman is expected to become a member of our board of directors as of the effectiveness of the registration statement of which this prospectus forms a part. Ms. Zukerman co-founded two fitness companies that offer cycling classes in a studio setting – SoulCycle in 2006 and Flywheel Sports in 2010. She continued to work as the Creative Director and serve as the Executive Vice President of Flywheel Sports until she published her first book in October 2018. Following the release of her memoir, Ms. Zukerman transitioned into inspirational speaking by becoming the keynote speaker for Brightsight Speakers Group and a fitness consultant, most recently for tru community, where she seeks to empower others through fitness classes and seminars on health and wellness. In March 2020, Ms. Zukerman also became the Health and Wellness Ambassador of One Spa World, where she is the spokesperson for a new wellness program hosted on the Celebrity Cruises ships.

We believe Ms. Zukerman is qualified to serve on our board of directors due to her entrepreneurial experience, skills in business strategy, and expansive knowledge of the fitness industry.

Board Composition

After the closing of this offering, we anticipate that our board of directors will consist of nine members, including the four director nominees named in this prospectus. In addition, the number of directors will be fixed by our board of directors, subject to the terms of our amended and restated certificate of incorporation and amended and restated bylaws. Each of our current directors will continue to serve as a director until the election and qualification of his or her successor, or until his or her earlier death, resignation or removal.

Our amended and restated certificate of incorporation will provide that our board of directors will be divided into three classes with staggered three-year terms. Only one class of directors will be elected at each annual meeting of stockholders, with the other classes continuing for the remainder of their respective three-year terms. Our current directors will be divided among the three classes as follows:

 

  •  

our Class I directors will be Messrs. Wahlberg and Wallace and Ms. Zukerman, and their terms will expire at the first annual meeting of stockholders held after the completion of this offering;

 

  •  

our Class II directors will be Messrs. Grellman and Payne and Ms. Josefsberg, and their terms will expire at the second annual meeting of stockholders held after the completion of this offering; and

 

  •  

our Class III directors will be Messrs. Gilchrist, Richman and Raymond, and their terms will expire at the third annual meeting of stockholders held after the completion of this offering.

At each annual meeting of stockholders, upon the expiration of the term of a class of directors, the successor to each such director in the class will be elected to serve from the time of election and qualification until the third annual meeting following his or her election and until his or her successor is duly elected and qualified, in accordance with our amended and restated certificate of incorporation. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of our directors. This classification of our board of directors may have the effect of delaying or preventing changes in control of us.

 

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We are party to a stockholders’ agreement which will be amended and restated prior to the consummation of this offering, or the Stockholders’ Agreement, and is discussed in more detail in “Certain Relationships and Related Party Transactions,” which provides that certain parties to the Stockholders’ Agreement will have the right to designate a certain number of nominees for election to our board of directors following this offering:

 

  •  

two representatives designated by GIL SPE, LLC, or GIL, owned by Mr. Gilchrist;

 

  •  

for so long as MWIG continues to beneficially own at least 50% of our convertible preferred stock or 50% of the shares of common stock issued or issuable upon conversion of our convertible preferred stock (subject to adjustment for stock splits and the like), two representatives designated by MWIG, or for so long as MWIG beneficially owns at least 30% of our convertible preferred stock or 30% of the shares of common stock issued or issuable upon conversion of our convertible preferred stock (subject to adjustment for stock splits and the like), one representative designated by MWIG; and

 

  •  

for so long as KLIM or its affiliates continue to beneficially own 30% of the aggregate dollar amount of our convertible notes or equivalent number of shares of common stock issued or issuable upon conversion of our convertible notes (subject to adjustment for stock splits and the like), one representative designated by KLIM.

GIL has been deemed to have nominated Messrs. Gilchrist and Payne for nomination and election to our board of directors, MWIG has been deemed to have nominated Messrs. Raymond and Wahlberg for nomination and election to our board of directors and KLIM has been deemed to have nominated Mr. Richman for nomination and election to our board of directors.

Director Independence

Upon the closing of this offering, our common stock will be listed on the NYSE. Under the rules of the NYSE, independent directors must comprise a majority of a listed company’s board of directors within one year of the completion of its initial public offering. In addition, the rules of the NYSE require that, subject to specified exceptions and transition rules, each member of a listed company’s audit, compensation and corporate governance and nominating committees be independent. Audit committee members and compensation committee members must also satisfy the independence criteria set forth in Rule 10A-3 and Rule 10C-1, respectively, under the Exchange Act. Under the rules of the NYSE, a director will only qualify as an “independent director” if, in the opinion of the company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

To be considered to be independent for purposes of Rule 10A-3 and under the rules of the NYSE, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board of directors committee: (1) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or (2) be an affiliated person of the listed company or any of its subsidiaries.

To be considered independent for purposes of Rule 10C-1 and under the rules of the NYSE, the board of directors must affirmatively determine that each member of the compensation committee is independent, including a consideration of all factors specifically relevant to determining whether the director has a relationship to the company which is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to: (i) the source of compensation of such director, including any consulting, advisory or other compensatory fee paid by the company to such director; and (ii) whether such director is affiliated with the company, a subsidiary of the company or an affiliate of a subsidiary of the company.

 

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Our board of directors undertook a review of its composition, the composition of its committees and the independence of our directors and considered whether any director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. Based upon information requested from and provided by each director and director nominee concerning his or her background, employment and affiliations, including family relationships, our board of directors has determined that each of Mr. Grellman, Ms. Josefsberg, Mr. Wallace and Ms. Zukerman do not have relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the applicable rules of the SEC, and the listing standards of the NYSE. Messrs. Gilchrist, Payne, Raymond, Richman and Wahlberg are not independent under the independence standards of the NYSE.

In making these determinations, our board of directors considered the current and prior relationships that each non-employee director has with us and all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director, and the transactions involving them described in the section titled “Certain Relationships and Related Party Transactions.” In evaluating the independence of Dr. Wallace, our board of directors considered that Dr. Wallace has served as a consultant to the Company since August 2016, that such role was part-time and will terminate upon the effectiveness of the registration statement of which this prospectus forms a part, and that in such role Dr. Wallace received annual compensation of less than AUD $35,000. There are no family relationships among any of our directors or executive officers.

Board of Directors Leadership Structure

Our board of directors has designated Adam Gilchrist, our Chief Executive Officer, to serve as Executive Chairman of the Board. Combining the roles of Chief Executive Officer and Executive Chairman allows one person to drive strategy and agenda setting at the board level while maintaining responsibility for executing on that strategy as Chief Executive Officer. Although our amended and restated bylaws and Corporate Governance Guidelines will not require that we combine the Chief Executive Officer and Chairman positions, our Board believes that having the positions be combined is the appropriate leadership structure for us at this time. Our board of directors recognizes that, depending on the circumstances, other leadership models, such as separating the roles of Chief Executive Officer and Executive Chairman, might be appropriate. Accordingly, our board of directors may periodically review its leadership structure.

Lead Independent Director

Our board of directors will adopt, prior to the closing of this offering, corporate governance guidelines that will provide that one of our independent directors should serve as our Lead Independent Director if the Chairman is not independent. Our Board of Directors intends to appoint Mr. Grellman to serve as our Lead Independent Director. As Lead Independent Director, Mr. Grellman will preside over periodic meetings of our independent directors, serve as a liaison between our Chairman and our independent directors and perform such additional duties as our Board may otherwise determine and delegate.

Role of our Board of Directors in Risk Oversight

Our board of directors is responsible for overseeing our risk management, including risks related to cybersecurity. Our board of directors focuses on our general risk management strategy and the most significant risks facing us and ensures that appropriate risk mitigation strategies are implemented by management. Our management is responsible for day-to-day risk management, including identifying, evaluating and addressing potential risks that may exist at the enterprise, strategic,

 

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financial, operational, compliance and reporting levels. Management keeps the board of directors apprised of particular risk management matters in connection with its general oversight and approval of corporate matters and significant transactions. In addition to the broad risk-oversight functions performed by the board of directors as a whole, the board of directors has tasked certain of its committees with the responsibility of evaluating risks associated with specific elements of our business, operations or governance, or with evaluating management’s assessments of these risks. Each committee regularly reports to the full board of directors, among other things, important risk-management matters considered by that committee.

Committees of our Board of Directors

Prior to the closing of this offering, our board of directors will establish an audit committee, a compensation committee and a nominating and corporate governance committee. The composition and responsibilities of each of the committees of our board of directors are described below. Pursuant to our Stockholders’ Agreement, KLIM has the right to designate its director designee to each committee of our board of directors for so long as KLIM has a board designation right. Members will serve on these committees until their resignation or until otherwise determined by our board of directors. Our board of directors may establish other committees as it deems necessary or appropriate from time to time. Each committee will operate under a written charter, which will be available on our corporate website at www.f45training.com at the closing of this offering. Information contained on our website or that can be accessed through our website is not incorporated by reference in this prospectus.

Audit Committee

Following the closing of this offering, our audit committee will consist of Mr. Grellman and Ms. Zukerman, each of whom will meet the requirements for independence under the listing standards of the NYSE and SEC rules and regulations. Mr. Grellman will be the chair of our audit committee and is an “audit committee financial expert” as such term is defined in Item 407(d)(5) of Regulation S-K. Following the closing of this offering, our audit committee will be responsible for, among other things:

 

  •  

appointing a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;

 

  •  

helping to ensure the independence and overseeing performance of the independent registered public accounting firm;

 

  •  

reviewing and discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing with management and the independent registered public accounting firm our interim and year-end financial statements;

 

  •  

reviewing our financial statements and our critical accounting policies and estimates;

 

  •  

reviewing and discussing the adequacy and effectiveness of our internal controls and disclosure controls;

 

  •  

developing procedures for employees to submit concerns confidentially and anonymously regarding accounting, internal accounting controls, audit or federal securities matters;

 

  •  

overseeing our policies on risk assessment and risk management;

 

  •  

overseeing our compliance program with respect to legal and regulatory requirements, including our code of conduct and ethics;

 

  •  

reviewing related party transactions;

 

  •  

reviewing and discussing practices with respect to risk assessment and management; and

 

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  •  

pre-approving all audit and all permissible non-audit services (other than de minimis non-audit services) to be performed by the independent registered public accounting firm.

Compensation Committee

Following the closing of this offering, our compensation committee will consist of Messrs. Grellman and Wallace and Ms. Josefsberg, each of whom will meet the requirements for independence under the listing standards of the NYSE and SEC rules and regulations. In addition, each member of our compensation committee will also be a non-employee director, as defined pursuant to Rule 16b-3 of the Exchange Act. Mr. Grellman will be the chair of our compensation committee. Following the closing of this offering, the compensation committee will be responsible for, among other things:

 

  •  

reviewing, approving and determining, or making recommendations to our board of directors regarding, the compensation of our executive officers, including our Chief Executive Officer;

 

  •  

administering our equity compensation plans and agreements with our executive officers;

 

  •  

reviewing, approving and administering incentive compensation and equity-based compensation plans that are subject to the approval of our board of directors;

 

  •  

overseeing our overall compensation philosophy; and

 

  •  

reviewing compliance by our executive officers and directors with our stock ownership guidelines or requirements.

Nominating and Corporate Governance Committee

Following the closing of this offering, our nominating and corporate governance committee will consist of Messrs. Grellman and Wallace and Ms. Zukerman, each of whom will meet the requirements for independence under the listing standards of the NYSE and SEC rules and regulations. Ms. Zukerman will be the chair of our nominating and corporate governance committee. Following the closing of this offering, our nominating and corporate governance committee will be responsible for, among other things:

 

  •  

identifying, evaluating and selecting, or making recommendations to our board of directors regarding, candidates for election to our board of directors;

 

  •  

overseeing the evaluation and the performance of our board of directors and its committees;

 

  •  

considering and making recommendations to our board of directors regarding the size, structure, composition and functioning of our board of directors and its committees;

 

  •  

overseeing our corporate governance practices;

 

  •  

overseeing succession planning; and

 

  •  

developing and making recommendations to our board of directors regarding corporate governance guidelines and matters.

Compensation Committee Interlocks and Inside Participation

None of the members of our compensation committee is or has been an officer or employee of the Company. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee (or other board committee performing equivalent functions) of any entity that has one or more of its executive officers serving on our board of directors or compensation committee.

 

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Code of Business Conduct and Ethics

Prior to the closing of this offering, we will adopt a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. Following the closing of this offering, the code of business conduct and ethics will be available on our website at www.f45training.com. We intend to disclose future amendments to such code, or any waivers of its requirements, applicable to any principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, or our directors on our website identified above. Information contained on our website or that can be accessed through our website is not incorporated by reference in this prospectus.

Non-Employee Director Compensation

Historically, we have not paid, and do not currently pay, our directors that are our employees any compensation for their services as directors.

Prior to 2019, we did not have any non-employee directors. In 2019, Michael Raymond and Mark

Wahlberg were appointed as non-employee directors. In connection with the MWIG investment, on

March 15, 2019, we entered into a promotional agreement with Mark Wahlberg, pursuant to which

Mr. Wahlberg agreed to provide certain promotional services to us or, the Promotional Agreement. In

2019, in exchange for the agreed upon services provided for in the Promotional Agreement, we

granted Mr. Wahlberg 1,369,324 RSUs which represent 2,738,648 RSUs after our stock split, and which are described below under “—RSUs”, which vest in three tranches if we attain certain

valuation thresholds (i) upon the occurrence of certain liquidation events, (ii) upon the closing of certain

financing transactions, including our initial public offering, and (iii) at any time our common stock is publicly traded. On July 5, 2021, in recognition of Mr. Wahlberg’s exceptional performance under the Promotional Agreement and his demonstrated dedication as a partner of the Company, the Board approved the vesting in full of Mr. Wahlberg’s RSUs upon the completion of this offering, with settlement to occur in 2022.

In October 2020, Darren Richman was appointed as a non-employee director.

Mr. Raymond is entitled to receive $250,000 per year for his services as our director, paid quarterly in arrears. Neither Mr. Wahlberg nor Mr. Richman has received any compensation for their services as a non-employee director in 2020 or any other year.

Fiscal Year 2020 Director Compensation Table

 

Name

    Fees Earned
or Paid in
Cash ($)		     Stock
Awards
($)(1)		      Option
Awards
($)(1)		      Total ($)  

Michael Raymond

    $ 385,417 (2)    $     —      $     —      $ 385,417  

Mark Wahlberg

      —       —        —        —  

Darren Richman

      —       —        —        —  

 

(1)

As of the last day of the fiscal year, Messrs. Raymond and Richman did not have any outstanding equity awards and Mr. Wahlberg had 1,369,324 RSUs outstanding, which represent 2,738,648 RSUs after our stock split.

(2)

In 2020, in addition to amounts payable for his service in 2020, Mr. Raymond received a pro-rated annual retainer for his services in 2019.

 

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After the completion of this offering, each non-employee director will be eligible to receive compensation for his or her service consisting of annual cash retainers and equity awards. For purposes of such compensation arrangements, a “non-employee director” refers to a director who is not an employee of ours. We do not intend to compensate our employee directors for their service on our board of directors. Our non-employee directors will receive the following annual retainers for their service, which will be paid quarterly and prorated for any partial year of service:

 

Position

    Retainer  

Board Member

    $ 100,000  

Audit Committee Chair

      20,000  

Compensation Committee Chair

      15,000  

Nominating and Corporate Governance Committee Chair

      10,000  

Audit Committee Member

      10,000  

Compensation Committee Member

      7,500  

Nominating and Corporate Governance Committee Member

      5,000  

Lead Independent Director

      25,000  

Our non-employee directors may elect to receive the cash portion of their compensation entirely in the form of restricted stock that will vest quarterly.

Equity awards for non-employee directors will consist of an annual equity award of restricted stock valued at $200,000, pro-rated for any partial year of service, based on the closing price of our common stock on the date of grant, with the first grant to be made upon the effectiveness of a Form S-8 following the completion of the offering and subsequent grants to be made upon a director’s initial appointment and on the date of and immediately following our regular annual meeting of stockholders. The annual restricted stock award will vest in full on the one year anniversary of the date of grant; provided that the initial equity awards will vest at our next regular annual meeting of stockholders, if sooner.

Directors will be reimbursed for reasonable out-of-pocket expenses incurred in connection with their activities as directors.

 

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EXECUTIVE COMPENSATION

Overview

As an emerging growth company, we have opted to comply with the executive compensation disclosure rules applicable to “smaller reporting companies,” as such term is defined in the rules promulgated under the Securities Act. In accordance with those rules, the following discussion provides information about compensation that we pay or award to, or that is earned by: (i) the person who served as our principal executive officer during the year ended December 31, 2020; (ii) our two most highly compensated executive officers, other than our principal executive officer, who were serving as executive officers as of December 31, 2020; and (iii) one former executive officer who would have been one of our two most highly compensated executive officers other than our principal executive officer for 2020 but who was no longer employed as of December 31, 2020. We refer to these individuals as our “named executive officers” herein.

Our named executive officers for 2020 were:

 

  •  

Adam Gilchrist, our Co-Founder, President, and Chief Executive Officer;

 

  •  

Chris Payne, our Chief Financial Officer;

 

  •  

Patrick Grosso, our Chief Legal Officer; and

 

  •  

Robert Deutsch, our Co-Founder and former Executive Chairman of our Board of Directors.

During 2020, all our named executive officers with the exception of Messrs. Gilchrist and Deutsch received compensation and benefits from the Company; Messrs. Gilchrist and Deutsch received compensation and benefits from F45 Training Pty Ltd.

This discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. Actual compensation programs that we adopt following the completion of this offering may differ materially from the currently planned programs and arrangements summarized in this discussion.

 

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Summary Compensation Table

The following table sets forth information concerning the total compensation received by, or earned by, our named executive officers during 2020 and 2019.

Summary Compensation Table

 

Name and
Principal Position

   Year   Salary
($)		   Bonus
($)		   Stock
($)		   Option
($)		   Non-Equity
Incentive Plan
Compensation
($)		   Nonqualified
Deferred
Compensation
Earnings
($)		   All Other
Compensation
($)		   Total
($)

Adam Gilchrist

       2020     $ 635,976(1)       $ 674,475(1)                       $ 124,493 (2)      $ 1,434,944  

(President and CEO)

      2019     $ 1,066,926                         $ 101,358     $ 1,168,284

Chris Payne

       2020     $ 308,333     $ 1,500,000                           $ 1,808,333

(Chief Financial Officer)

       2019     $ 371,440     $ 195,775             $ 100,000         $ 64,156     $ 731,371

Patrick Grosso

       2020     $ 269,792     $ 150,000                       $ 28,167 (3)      $ 447,959

(Chief Legal Officer)

                                    

Robert Deutsch

       2020     $ 164,213(1)       $ 2,500,000(4)                       $ 15,600 (2)      $ 2,679,813  

(Former Executive Chairman)(5)

       2019     $ 1,066,926                         $ 101,358     $ 1,168,284

 

(1) 

This amount was paid in Australian dollars and converted into United States dollars based on the exchange rate of 0.696 as of December 31, 2020.

(2)

Consists of employer contributions to a superannuation fund equal in an amount equal to 9.5% of the executive’s base salary, as required by Australian law. This amount was paid in Australian dollars and converted into United States dollars based on the exchange rate of 0.696 as of December 31, 2020.

(3) 

Consists of relocation benefits.

(4) 

Consists of a transaction bonus awarded in October 2020 upon the closing of the KLIM recapitalization. This amount was paid in United States dollars.

(5)

Mr. Deutsch’s employment with us terminated on February 17, 2020.

Narrative Disclosure Regarding Summary Compensation Table

Base Salaries

Base salary is a fixed element within a total compensation package intended to attract and retain the talent necessary to successfully manage the business of the company and execute its business strategies. Base salaries for our named executive officers are established based on the scope of their responsibilities, taking into account relevant experience, internal pay equity, tenure, and other factors deemed relevant. During 2020, as a result of the coronavirus pandemic, our named executive officers’ base salaries were reduced from April 15 to October 15 by 50% (for Messrs. Payne and Grosso) and by 100% (for Mr. Gilchrist). Base salaries were restored effective October 16.

Bonuses

During fiscal year 2020, the company awarded the bonuses reported in the Summary Compensation Table above after consideration of Mr. Gilchrist’s efforts related to the company’s significant growth and Messrs. Payne’s and Grosso’s efforts in connection with the significant transactional work that occurred during 2020.

 

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Executive Employment Arrangements

Each of our named executive officers is an at-will employee. Except as set forth below, we were not party to any employment agreements or offer letters with our named executive officers during 2020. On July 5, 2021, we entered into new employment agreements with Messrs. Gilchrist, Payne and Grosso.

Chris Payne

During 2020, F45 Training Pty Ltd was party to a letter agreement with Mr. Payne pursuant to which he served as Chief Financial Officer and was entitled to receive a base salary which was set at $400,000 in 2020. As described above, however, as a result of the coronavirus pandemic, Mr. Payne’s base salary was reduced by 50% from April 15 to October 15. The letter agreement also provided that Mr. Payne was entitled to an annual bonus up to 50% of base salary based on the achievement of Company and employee performance goals.

Patrick Grosso

During 2020, F45 Training Incorporated was party to a letter agreement with Mr. Grosso pursuant to which he served as our Chief Legal Officer and was entitled to receive a base salary which was set at $350,000 in 2020. As described above, however, as a result of the coronavirus pandemic, Mr. Grosso’s base salary was reduced by 50% from April 15 to October 15. Mr. Grosso’s letter agreement also provided that he was eligible to participate in the Company’s employee benefit plans and was entitled to an annual bonus up to 50% of base salary based on the achievement of Company and employee performance goals.

Robert Deutsch

In connection with his separation from employment, Mr. Deutsch entered into a transaction bonus agreement pursuant to which he became entitled to receive a bonus in the amount of $2,500,000, that became payable in October 2020 upon the closing of the KLIM recapitalization in exchange for agreeing not to compete with the Company during the period of time commencing upon his separation and ending on June 24, 2023.

2021 Employment Agreements

On July 5, 2021, we entered into new employment agreements, or the Employment Agreements, with each of Messrs. Gilchrist, Payne and Grosso. The Employment Agreements supersede all prior employment agreements and arrangements. The Employment Agreements provide for at-will employment and are for no specified term; provided, however, that if a change in control occurs, the agreement will continue for at least 24 months thereafter. Each executive is entitled to receive an annual base salary ($1,200,000 for Mr. Gilchrist, $1,000,000 for Mr. Payne and $450,000 for Mr. Grosso) and has a target annual bonus opportunity equal to a percentage of base salary (100% for Messrs. Gilchrist and Payne and 75% for Mr. Grosso). The executives are entitled to participate in the Company’s benefit plans and they may receive other benefits consistent with past practice.

Outstanding Equity Awards

None of our named executive officers held any equity awards as of December 31, 2020.

Equity Grants

None of our named executive officers received any equity awards in 2020.

 

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Potential Payments upon Termination or Change-in-Control

Pursuant to the terms of the Employment Agreements, in the event of a “covered termination” (as defined in the applicable Employment Agreement) that occurs not in connection with a change in control, subject to execution of a release of claims in favor of the Company and compliance with certain restrictive covenants, each executive will receive (i) a severance payment equal to the sum of the executive’s base salary and target bonus opportunity, (ii) payout of the executive’s target bonus, (iii) 18 months of COBRA premium reimbursements, (iv) vesting of equity awards and (v) reimbursement of certain relocation expenses up to $20,000. The executives are bound by certain restrictive covenants, including a restriction on competing with the Company for a two-year period following termination of employment.

IPO Bonuses

We intend to pay certain employees, including certain of our executive officers, cash bonuses in connection with a successful completion of this offering. The bonuses will be paid in a single lump sum cash payment upon the completion of this offering using a portion of the net proceeds from this offering. We expect that the aggregate amount of such bonus payments will be approximately $2.48 million for all employees, but none of our named executive officers will receive any such payments.

Stock Plans

2021 Equity Incentive Plan

On July 5, 2021, our board of directors adopted and our stockholders approved the F45 Training Holdings Inc. 2021 Equity Incentive Plan, or the 2021 Plan. In connection with this offering, we expect to grant under the 2021 Plan restricted stock units and stock options to certain employees, including certain of our named executive officers which settle or are exercisable, as applicable, for an aggregate of 3,854,584 shares of common stock (of which restricted stock units for 965,762 and 93,750 shares of our common stock are expected to be granted to Messrs. Payne (which will vest upon consummation of this offering, but not settle until 2022 and Grosso (of which 50% will vest upon grant, but will not settle until 2022, with the remaining 50% vesting equally over the next 2 years, at 25% per year), respectively). The stock option awards will be granted upon pricing of this offering and will have an exercise price per share equal to the initial public offering price of our common stock. The stock options will vest in four equal annual installments commencing on the first anniversary of the grant date.

Purpose.    The purpose of the 2021 Plan is to assist us in securing and retaining the services of eligible award recipients to provide incentives to such recipients and promote our long-term financial success and thereby increase stockholder value.

Eligibility.    Awards may be granted to non-employee directors and to employees, including officers, and consultants engaged by us or a parent or subsidiary. Only our employees and those of our affiliates are eligible to receive incentive stock options.

Types of Awards.    The 2021 Plan provides for the grant of incentive stock options within the meaning of Section 422 of the Code, nonstatutory stock options, stock appreciation rights, restricted stock awards and restricted stock unit awards.

Authorized Shares.    Subject to adjustment for certain dilutive or related events, the aggregate maximum number of shares of our common stock that may be subject to stock awards and sold under

 

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the 2021 Plan is 5,000,000 shares, or the Share Reserve. Beginning on January 1, 2022 and ending on January 1, 2031, the Share Reserve will automatically increase on January 1st of each year during the term of the 2021 Plan in an amount equal to 5% of the total number of shares of common stock outstanding on December 31st of the preceding calendar year; provided, however, that our board of directors may provide that there will not be a January 1st increase in the Share Reserve in a given year or that the increase will be less than 5% of the shares of common stock outstanding on the preceding December 31st. Shares may be issued under the terms of the 2021 Plan in connection with a merger or acquisition as permitted by Nasdaq Listing Rule 5635(c) or NYSE Listed Company Manual Section 303A.08 or other applicable rule, and such issuance will not reduce the number of shares of common stock available for issuance under the 2021 Plan. The shares of common stock issued under the 2021 Plan may be authorized but unissued, or reacquired common stock.

If an award granted under the 2021 Plan expires or becomes unexercisable without having been exercised in full, or, with respect to restricted stock or restricted stock units, is forfeited to or repurchased by us due to the failure to vest, the unpurchased shares (or for awards other than options or stock appreciation rights the forfeited or repurchased shares) which were subject thereto will become available for future grant or sale under the 2021 Plan (unless the 2021 Plan has been terminated). With respect to stock appreciation rights, only shares actually issued pursuant thereto will cease to be available under the 2021 Plan; all remaining shares under stock appreciation rights will remain available for future grant or sale under the 2021 Plan (unless the 2021 Plan has been terminated). Shares that have actually been issued under the 2021 Plan under any award will not be returned to the 2021 Plan and will not become available for future distribution under the 2021 Plan; provided, however, that if shares issued pursuant to awards of restricted stock or restricted stock units are repurchased by us or are forfeited to us due to the failure to vest, such shares will become available for future grant under the 2021 Plan. Shares used to pay the exercise price of an award or to satisfy the tax withholding obligations related to an award will become available for future grant or sale under the 2021 Plan. To the extent an award under the 2021 Plan is paid out in cash rather than shares, such cash payment will not result in reducing the number of shares available for issuance under the 2021 Plan. Notwithstanding the foregoing and, subject to adjustment for certain dilutive or related events, the maximum number of shares that may be issued upon the exercise of incentive stock options is 5,000,000.

Plan Administration.    Our board of directors or a committee thereof has the authority to administer the 2021 Plan, provided that different committees may administer the 2021 Plan with respect to different groups of participants. The administrator’s authority includes the powers to, in its discretion: (i) determine the fair market; (ii) engage consultants and obtain market studies and reports to assist in the administration of the 2021 Plan; (iii) elect the employees, directors and consultants to whom awards may be granted; (iv) determine the number of shares to be covered by each award; (v) approve forms of award agreements for use under the 2021 Plan; (vi) determine the terms and conditions, not inconsistent with the terms of the 2021 Plan, of awards, including, but not limited to, the exercise price, the time or times when awards may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions and any restriction or limitation regarding any award or the shares relating thereto, based in each case on such factors as the administrator determines; (vii) construe and interpret the terms of the 2021 Plan and awards granted thereunder; (viii) prescribe, amend and rescind rules and regulations relating to the 2021 Plan, including rules and regulations relating to sub-plans established for the purpose of satisfying applicable foreign laws or for qualifying for favorable tax treatment under applicable foreign laws; (ix) modify or amend each award, subject to the terms of the 2021 Plan, including but not limited to discretionary authority to extend the post-termination exercise period of awards, to extend the maximum term of an option, subject to the provisions of the 2021 Plan and to accelerate, in whole or in part, the vesting of an award; (x) determine the manner in which participants may satisfy tax withholding obligations in accordance with the provisions of the 2021 Plan; (xi) authorize any person to execute on our behalf

 

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any instrument required to effect the grant of an award previously granted by the administrator; and (xii) make all other determinations deemed necessary or advisable for administration of the 2021 Plan. The administrator’s decisions, determinations and interpretations are final and binding on all participants and any other holders of awards under the 2021 Plan.

Stock Options.    A stock option may be granted as an incentive stock option or a nonqualified stock option. The option exercise price may not be less than the fair market value of the stock subject to the option on the date the option is granted (or, with respect to incentive stock options, less than 110% of the fair market value if the recipient owns stock possessing more than 10% of the total combined voting power of all classes of stock of the company or any affiliate, or a Ten Percent Stockholder), unless the option was granted pursuant to an assumption or substitution for another option in a manner satisfying the provisions of Sections 409A and 424(a) of the Code. Options will not be exercisable after the expiration of ten years from the date of grant (or five years, in the case of an incentive stock option issued to a Ten Percent Stockholder). Each award agreement will set forth the number of shares subject to each option, the vesting terms and the acceptable form of consideration for exercising an option, including the method of payment. As the administrator determines, such consideration may consist entirely of cash, check, promissory note, to the extent permitted by applicable laws, shares of common stock, cashless exercise, net exercise, such other consideration and method of payment to the extent permitted by applicable laws or any combination of the foregoing.

Stock Appreciation Rights.    A stock appreciation right, or SAR, is a right that entitles the participant to receive, in cash or shares of common stock or a combination thereof, as determined by the administrator, value equal to or otherwise based on the excess of (i) the fair market value of a specified number of shares at the time of exercise over (ii) the exercise price of the right, as established by the administrator on the date of grant. Upon exercising a SAR, a participant is entitled to receive the amount by which the fair market value of the common stock at the time of exercise exceeds the exercise price of the SAR. The exercise price of each SAR may not be less than the fair market value of the stock subject to the award on the date the SAR is granted. SARs will not be exercisable after the expiration of ten years from the date of grant. Each award agreement will set forth the number of shares subject to the SAR. The vesting schedule applicable to any SAR, including any performance conditions, and other terms and conditions of any SAR will be as set forth in the award agreement.

Termination of Service.    Except as otherwise provided in an applicable award document, upon a termination for any reason other than for cause or due to death or disability, a participant may exercise his or her option or SAR (to the extent such award was exercisable as of the date of termination) for a period of three months following the termination date or, if earlier, until the expiration of the term of such award. Upon a termination due to a participant’s death or disability, unless otherwise provided in an applicable award or other agreement, a participant (or a participant’s beneficiary, personal representative or estate, as applicable) may exercise his or her option or SAR (to the extent that such award was exercisable as of the date of termination) for a period of 12 months following the termination date or, if earlier, until the expiration of the term of such award. Unless provided otherwise in an award or other agreement, an option or SAR will terminate on the date that a participant is terminated for cause and the participant will not be permitted to exercise such award.

Restricted Stock and Restricted Stock Units.    Restricted shares are awards of shares, the grant, issuance, retention, vesting and/or transferability of which is subject during specified periods of time to such conditions (including continued employment) and terms as the administrator deems appropriate. Restricted stock units, or RSUs, are an award denominated in units under which the issuance of shares (or cash payment in lieu thereof) is subject to such conditions (including continued employment) and terms as the administrator deems appropriate. Each award document evidencing a grant of restricted stock or RSUs will set forth the terms and conditions of each award, including vesting and forfeiture provisions, transferability and, if applicable, right to receive dividends or dividend equivalents.

 

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Generally, unless the administrator provides otherwise, holders of restricted stock will be entitled to receive all dividends and other distributions paid with respect to such shares, provided that if any such dividends or distributions are paid in shares, the shares will be subject to the same restrictions on transferability and forfeitability as the shares of restricted stock with respect to which they were paid.

Transferability of Awards.    Unless determined otherwise by the administrator, awards may not be sold, pledged, assigned, hypothecated, or otherwise transferred in any manner other than by will or by the laws of descent and distribution, and may be exercised, during the lifetime of the participant, only by the participant.

Certain Adjustments.    In the event that any dividend or other distribution (whether in the form of cash, shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of shares of common stock or our other securities, or other change in our corporate structure affecting the common stock occurs, the administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the 2021 Plan, will adjust the number and class of shares that may be delivered under the 2021 Plan and/or the number, class, and price of shares covered by each outstanding award. In the event of our proposed dissolution or liquidation, the administrator will notify each participant as soon as practicable prior to the effective date of such proposed transaction. To the extent it has not been previously exercised, an award will terminate immediately prior to the consummation of such proposed action.

Change in Control.    Unless provided otherwise in an award agreement or other written agreement between a participant and us or an affiliate or by our board of directors at the time of grant of an award, in the event of a Change in Control (as defined in the 2021 Plan), our board of directors may take one or more of the following actions with respect to awards, contingent upon the closing of the Change in Control:

(i) arrange for the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) to assume or continue the award or to substitute a similar stock award for the award (including, but not limited to, an award to acquire the same consideration per share paid to the stockholders of the company pursuant to the Change in Control);

(ii) arrange for the assignment of any reacquisition or repurchase rights held by us in respect of common stock issued pursuant to the award to the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company);

(iii) accelerate the vesting, in whole or in part, of the award (and, if applicable, the time at which the award may be exercised) to a date prior to the effective time of such Change in Control as determined by our board of directors (or, if no such determination is made, to the date that is five days prior to the effective date of the Change in Control), with such award terminating if not exercised (if applicable) at or prior to the effective time of the Change in Control;

(iv) arrange for the lapse, in whole or in part, of any reacquisition or repurchase rights held by us with respect to the award;

(v) cancel or arrange for the cancellation of the award, to the extent not vested or not exercised prior to the effective time of the Change in Control, in exchange for such cash consideration, if any, as our board of directors, in their sole discretion, may consider appropriate; and

(vi) make a payment, in such form as may be determined by our board of directors equal to the excess, if any, of (A) the value of the property a participant would have received upon the exercise of the award over (B) any exercise price payable by such holder in connection with such exercise. For clarity, this payment may be zero if the value of the property is equal to or less than the exercise price.

 

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Our board of directors need not take the same action or actions with respect to all awards or portions thereof or with respect to all participants and may take different actions with respect to the vested and unvested portions of an award.

Termination and Amendment; Term.    Our board of directors may at any time amend, alter, suspend or terminate the 2021 Plan, provided that stockholder approval will be obtained for any 2021 Plan amendment to the extent necessary and desirable to comply with applicable laws. No amendment, alteration, suspension or termination of the 2021 Plan will impair the rights of any participant, unless mutually agreed otherwise between the participant and the administrator. Termination of the 2021 Plan will not affect the administrator’s ability to exercise the powers granted to it under the 2021 Plan with respect to awards granted under the 2021 Plan prior to the date of such termination. The 2021 Plan became effective upon its adoption by our board of directors and, unless sooner terminated, will continue in effect for a term of 10 years from the later of (a) the effective date of the 2021 Plan or (b) the earlier of the most recent board of directors or stockholder approval of an increase in the number of shares reserved for issuance under the 2021 Plan.

Retirement Benefits

We offer our eligible employees, including our eligible named executive officers, the opportunity to participate in our tax-qualified 401(k) plan. Employees can contribute a percentage of their eligible earnings up to the Internal Revenue Service’s annual limits on a before-tax basis, which is generally $19,500 for 2021. As currently established, the company is not required to make and to date has not made any contributions to the 401(k) plan.

Pension Benefits

None of our named executive officers participate in or have an account balance in any qualified or non-qualified defined benefit plan sponsored by us.

Nonqualified Deferred Compensation

We have not offered any nonqualified deferred compensation plans or arrangements or entered into any such arrangements with any of our named executive officers.

No Tax Gross-ups

We do not make gross-up payments to cover our named executive officers’ personal income taxes that may pertain to any of the compensation paid by us.

 

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

The following is a description of each transaction since January 1, 2018 and each currently proposed transaction in which:

 

  •  

we have been or are to be a participant;

 

  •  

the amount involved exceeded or exceeds $120,000; and

 

  •  

any of our directors, executive officers or beneficial owners of more than 5% of our outstanding capital stock, or any immediate family member of any of these individuals, had or will have a direct or indirect material interest.

LIIT Licensing Transaction

On June 23, 2020, we entered into an Asset Transfer and Licensing Agreement with LIIT LLC, or LIIT, an entity wholly-owned by Mr. Gilchrist, our Co-Founder and Chief Executive Officer. Pursuant to this agreement, we sold to LIIT certain at-home exercise equipment packages (including the intellectual property rights thereto) for $1.0 million. LIIT has assumed all outstanding rights and obligations related to such exercise equipment packages from us. In addition, pursuant to this agreement, LIIT has agreed to license from us certain intellectual property rights necessary for LIIT to sell such exercise equipment packages. In exchange for this license, LIIT will pay us an annual license fee equal to the greater of (a) $1.0 million and (b) 6% of the annual gross revenue of LIIT, less any payments made by LIIT to third parties in connection with the sale of such exercise equipment packages. This agreement will expire on July 1, 2030, unless otherwise terminated upon mutual agreement of us and LIIT. Upon termination or expiration of this agreement, LIIT must: (i) immediately cease all use and application of the licensed intellectual property; (ii) promptly return to us, or otherwise dispose of as we may instruct, all documents, databases, lists and materials (whether hard copy or electronic form) including any advertising and promotion material, labels, tags, packaging material, advertising and promotional matter and all other material relating to the licensed intellectual property in the possession or control of LIIT; and (iii) immediately cease to hold itself out as having any rights in relation to the licensed intellectual property from the date of termination.

Related party franchise arrangements were transacted at arm’s length pricing with standard contractual terms.

MWIG Transaction

As discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Recent Transactions,” on March 15, 2019, MWIG acquired a minority investment in us. Such investment was effectuated through the following transactions between us and/or F45 Aus, our predecessor, on the one hand, and, MWIG and our initial stockholders, on the other hand. Immediately following such transactions, F45 Training Holdings held, through its direct and indirect subsidiaries, all of the outstanding shares of F45 Aus and all of our common stock became owned by our initial stockholders with MWIG owning our convertible preferred stock and Mark Wahlberg holding RSUs (see “—Promotional Agreement” for more details regarding the RSUs held by Mr. Wahlberg)):

 

  •  

On March 12, 2019, F45 Training Holdings was incorporated in the State of Delaware as an ultimate holding company.

 

  •  

On March 15, 2019, we and two newly formed acquisition vehicle subsidiaries, including Flyhalf Acquisition Company Pty Ltd, or Flyhalf Acquisition, entered into a Master Subscription and Contribution Agreement with MWIG, or the Master Subscription and Contribution Agreement, pursuant to which, among other things, on such date, MWIG purchased 10,000,000 shares of our convertible preferred stock for $100,000,000 in cash.

 

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  •  

On March 15, 2019, concurrent with the entry into the Master Subscription and Contribution Agreement with MWIG, we, Flyhalf Acquisition, MWIG, Messrs. Gilchrist (our Co-Founder, Chief Executive Officer, President and Chairman of our board of directors) and Deutsch (our Co-Founder and former Co-Chief Executive Officer and former Chairman of our board) of directors and The 2M Trust (a former greater than 5% beneficial owner of our common stock) entered into a Share Purchase Agreement, or the Share Purchase Agreement, pursuant to which, among other things, (i) on March 15, 2019, immediately following the consummation of the MWIG investment described above, each of Messrs. Gilchrist and Deutsch and The 2M Trust sold to Flyhalf Acquisition all of their existing capital stock in our predecessor in exchange for (a) an aggregate of $100,000,000 in cash (of which $45,000,000 was paid to Mr. Gilchrist, $45,000,000 was paid to Mr. Deutsch and $10,000,000 was paid to The 2M Trust), (b) the Initial Stockholder Notes, as discussed below and (c) the issuance of an aggregate of 29,000,000 shares of our common stock (of which 13,050,000 shares were issued to Mr. Gilchrist, 13,050,000 shares were issued to Mr. Deutsch and 2,900,000 shares were issued to The 2M Trust); and (ii) we were permitted to sell up to 1,000,000 additional shares of our convertible preferred stock to MWIG for a price per share of $10.00, subject to the proceeds from such sale being contributed to Flyhalf Acquisition and being used solely to prepay in an equal amount the then outstanding principal balance under the Initial Stockholder Notes pro rata.

 

  •  

On April 26, 2019, pursuant to the right described above under the Share Purchase Agreement, we issued and sold to MWIG an additional 1,000,000 shares of our convertible preferred stock at $10.00 per share, for an aggregate purchase price of $10,000,000 in cash. Such subsequent investment by MWIG is referred to in this prospectus as the subsequent MWIG investment.

Stockholders’ Agreement

In connection with the MWIG Transaction described above, on March 15, 2019, we, MWIG, Messrs. Gilchrist and Deutsch and The 2M Trust entered into a stockholders’ agreement which was subsequently amended on May 6, 2019, was further amended on October 6, 2020 in connection with the issuance and sale of our convertible notes, and amended again on December 30, 2020 in connection with that certain Stock Purchase Agreement, dated as of December 30, 2020, by and among the Company, MWIG, GIL, and the L1 Capital Funds, or the Stock Purchase Agreement. We and the current parties to the Stockholders’ Agreement will further amend the stockholders’ agreement prior to the consummation of this offering. Such Third Amended and Restated Stockholders’ Agreement, by and among us, MWIG, KLIM, the L1 Capital Funds, and GIL, which we refer to herein as the Stockholders’ Agreement, will entitle the stockholders party thereto to certain rights described in more detail below. The Stockholders’ Agreement will also impose certain transfer restrictions on our shares of common stock and registrable securities. The rights described below are those that will remain in effect following the consummation of this offering, which rights will remain in effect in accordance with the terms described below, or, if not otherwise indicated, until the termination of the Stockholders’ Agreement.

The Stockholders’ Agreement will terminate with respect to any stockholder, at the time that such stockholder no longer owns any of our shares of our voting capital stock or other securities.

Upon the settlement of our RSUs issued to Mark Wahlberg pursuant to the Promotional Agreement described below in 2022, we and Mr. Wahlberg will execute a joinder to the Stockholders’ Agreement making Mr. Wahlberg subject to certain provisions of the Stockholders’ Agreement described below, including with respect to board designation rights and registration rights.

 

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Board Nomination Rights

As discussed in “Management—Board Composition,” pursuant to the Stockholders’ Agreement, GIL, MWIG, and KLIM will have certain board nomination rights following this offering. Such rights provide that we will nominate (i) two individuals designated by GIL for nomination to our board of directors; (ii) (A) two individuals designated by MWIG for nomination to our board of directors so long as it continues to beneficially own at least 50% of our convertible preferred stock or 50% of the shares of common stock issued or issuable upon conversion of our convertible preferred stock (subject to adjustment for stock splits and the like) or (B) one individual designated by MWIG for nomination to our board of directors so long as it continues to beneficially own at least 30% of our convertible preferred stock or 30% of the shares of common stock issued or issuable upon conversion of our convertible preferred stock (subject to adjustment for stock splits and the like); and (iii) one individual designated by KLIM for nomination to our board of directors so long as it or its affiliates continue to beneficially own 30% of the aggregate dollar amount of our convertible notes or equivalent number of shares of common stock issued or issuable upon conversion of our convertible notes (subject to adjustment for stock splits and the like).

Registration Rights

Pursuant to the Stockholders’ Agreement, MWIG, KLIM and the L1 Capital Funds have certain registration rights, as set forth below, which rights may be assigned by such stockholder to certain affiliated persons, family members, any stockholder who acquires at least 5,500,000 shares of our outstanding common stock issued or issuable upon conversion of our convertible preferred stock, and a holder of a convertible note, subject to certain terms and conditions, including that such assignee agree to be bound by the Stockholders’ Agreement. In this section, we refer to shares of our outstanding common stock issuable or issued upon conversion of our convertible preferred stock, shares of common stock registered in KLIM’s name or beneficially owned by KLIM or its affiliates (including any common stock issuable or issued upon conversion of our convertible notes), shares of common stock registered in the name of or beneficially owned by the L1 Capital Funds or their respective affiliates, any common stock issued as a dividend or other distribution with respect to such securities, and any shares issued in respect of the RSUs granted to Mr. Wahlberg, as our registrable securities. The registration of shares of our common stock by the exercise of registration rights described below would enable MWIG, KLIM, and the L1 Capital Funds (and its assignees, as applicable) to sell its shares without restriction under the Securities Act when the applicable registration statement is declared effective.

The demand, piggyback, and resale shelf registration rights described below will expire upon the earlier of (i) five years after the effective date of the registration statement of which this prospectus forms a part; (ii) such time as all registrable securities may be sold under Rule 144 of the Securities Act during any 90 day period; and (iii) the effective date of certain liquidation events.

 

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Demand Registration Rights.    Pursuant to the Stockholders’ Agreement, at any time beginning 180 days after the closing of this offering, the holders of at least 50% of our registrable securities may request that we file a registration statement under the Securities Act registering at least a majority of our registrable securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $50,000,000). We are only obligated to effect two demand registrations. Additionally, if we determine that it would be detrimental to us and our stockholders to effect such a registration, we have the right to defer such registration, not more than twice in any 12-month period, for a period of up to 120 days.

Piggyback Registration Rights.    Pursuant to the Stockholders’ Agreement, in the event that we propose to register any of our securities under the Securities Act, the holders of our registrable securities are entitled to certain piggyback registration rights allowing each such holder to include their shares in such registration statement, subject to certain marketing and other limitations.

Resale Shelf Registration Rights.    Following this offering, we will be obligated under the Stockholders’ Agreement to effect a resale shelf registration on Form S-3 under the Securities Act as soon as practicable after we become eligible to register securities on Form S-3. We are required to use our reasonable best efforts to cause to such resale shelf registration statement be continuously effective and usable until such time as there are no longer any registrable securities.

Expenses of Registration.    Under the Stockholders’ Agreement, we are obligated to pay all expenses relating to any demand registrations, resale shelf registrations and piggyback registrations, including fees and expenses of one counsel for the selling stockholders. Accordingly, in connection with this offering, we will pay the fees and expenses of Dickinson Wright PLLC, counsel for the selling stockholder in connection with this offering. See “Selling Stockholder Legal Fees” below.

Right of First Refusal

Pursuant to the Stockholders’ Agreement, MWIG and each of the L1 Capital Funds is required, subject to certain exemptions, to offer the shares that it proposes to transfer to a third party to us at the same price and on the same terms and conditions as the third-party offer before offering such shares to the third party. In addition, MWIG and each of the L1 Capital Funds is required to give the other stockholders that are party to the Stockholders’ Agreement, other than KLIM, the right to buy, in proportion to their ownership interest in us, those shares not purchased by us at the same price and on the same terms and conditions as the third-party offer. The rights of first refusal granted pursuant to the Stockholders’ Agreement do not apply to the sale of MWIG’s or the L1 Capital Funds’ shares to the public pursuant to an effective registration statement under the Securities Act or a sale of MWIG’s or the L1 Capital Funds’ shares made in connection with certain liquidation events.

Transfer Restrictions

Pursuant to the Stockholders Agreement, subject to certain exceptions, each of the stockholders party thereto has agreed with us that it may not transfer all or a portion of its shares of common stock unless (i) there is then in effect a registration statement covering such proposed disposition and such disposition is made in accordance with the registration statement or (ii) (a) subject to certain exceptions, the transferee has agreed to be bound by the Stockholders’ Agreement, (b) the stockholder has notified us of the proposed transfer, and (c) if reasonably requested by us has furnished to us an opinion of counsel that the transfer will not require registration of such shares under the Securities Act.

 

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Promotional Agreement

In connection with the MWIG investment, on March 15, 2019, we entered into the Promotional Agreement with Mark Wahlberg, a member of our board of directors and an investor in MWIG, pursuant to which Mr. Wahlberg has agreed to provide certain promotional services to us. Under the Promotional Agreement, Mr. Wahlberg has agreed to devote a reasonable amount of time to promotion of the F45 brand and participation in certain marketing opportunities, which include, but are not limited to, public appearances, product placement, publicity shoots and social media posts about us and the F45 brand. In exchange for the agreed upon services provided for in the Promotional Agreement, we issued to Mr. Wahlberg 1,369,324 RSUs, which represent 2,738,648 RSUs after our stock split, and which are described below under “—RSUs”. Upon the settlement of such RSUs in 2022, we and Mr. Wahlberg will execute a joinder to the Stockholders’ Agreement described above under “—Stockholders’ Agreement.” Pursuant to the Promotional Agreement, we have also agreed to pay Mr. Wahlberg’s out-of-pocket expenses and certain travel expenses (including in some cases the cost of private jet transportation) in connection with his performance of services thereunder.

Initial Stockholder Notes

As discussed above under “MWIG Transaction,” in connection with such transactions, on March 15, 2019, Flyhalf Acquisition, issued (i) a $22,500,000 secured promissory note to Mr. Gilchrist, (ii) a $22,500,000 secured promissory note to Mr. Deutsch and (iii) a $5,000,000 secured promissory note to The 2M Trust, for an aggregate principal amount of $50,000,000. These secured promissory notes are collectively referred to in this prospectus as the Initial Stockholder Notes. Each Initial Stockholder Note accrues interest at a rate equal to (a) for the period from issuance until March 14, 2020, 8.00% per annum and (b) from and after March 15, 2020, 10.00% per annum, in each case on the unpaid principal amount, on the basis of a 360 day year.

We also entered into a Guaranty with each of Messrs. Gilchrist and Deutsch and The 2M Trust pursuant to which we guaranteed the obligations of Flyhalf Acquisition under the Initial Stockholder Notes.

On April 26, 2019, in connection with the subsequent MWIG investment, we contributed the $10,000,000 in cash proceeds received therefrom to Flyhalf Acquisition, which in turn used such funds to prepay an aggregate of $9,533,333 in outstanding principal balance under the Initial Stockholder Notes and to repay $466,667 of accrued interest. Of such amount, $4,500,000 was paid to Mr. Gilchrist, $4,500,000 was paid to Mr. Deutsch and $1,000,000 was paid to The 2M Trust. Immediately following such payments, there remained as of April 26, 2019 an aggregate outstanding principal balance under the Initial Stockholder Notes of $40,466,667, of which $18,210,000 principal amount remained outstanding under Mr. Gilchrist’s Initial Stockholder Note, $18,210,000 principal amount remained outstanding under Mr. Deutsch’s Initial Stockholder Note and a $4,046,667 principal amount remained outstanding under The 2M Trust’s Initial Stockholder Note.

As described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Recent Transactions,” on September 18, 2019, the Company entered into a Secured Credit Agreement with JPMorgan Chase Bank, N.A. The Company used a portion of the proceeds of that Secured Credit Agreement to repay in full the aggregate outstanding principal amount and accrued and unpaid interest on the Initial Stockholder Notes. Accordingly, on September 18, 2019, Flyhalf Acquisition paid to (a) Mr. Gilchrist, $18,800,813 in respect of the outstanding principal amount and accrued and unpaid interest under his Initial Stockholder Note, (b) Mr. Deutsch, $18,800,813 in respect of the outstanding principal amount and accrued and unpaid interest under his Initial Stockholder Note

 

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and (c) The 2M Trust, $4,177,959 in respect of the outstanding principal amount and accrued and unpaid interest under its Initial Stockholder Note.

Subordinated Credit Agreement

On October 6, 2020, we entered into a Subordinated Credit Agreement, or the Subordinated Credit Agreement, with Alter Domus (US) LLC, as Administrative Agent and Australian Security Trustee, and the lenders party thereto, including the KLIM Entities, consisting of a $125.0 million term loan facility, or the Subordinated Term Facility. Darren Richman, who is a member of our board of directors, is a Co-Founder and Co-Portfolio Manager of KLIM and as such is a controlling person, and has an economic interest in, the KLIM Entities and the loan payments made or payable by us under the Subordinated Credit Agreement to the KLIM Entities. During the year ended, December 31, 2020, we accrued $3,881,944 in interest to the KLIM Entities under the Subordinated Credit Agreement and no payments of principal were made. As of December 31, 2020, there was $128,881,944 in outstanding principal and accrued interest owed to the KLIM Entities under the Subordinated Credit Agreement.

Subordinated Convertible Credit Agreement

On October 6, 2020, we entered into a Subordinated Convertible Credit Agreement, or the Convertible Credit Agreement, with certain holders party thereto, including the KLIM Entities, pursuant to which we issued $100.0 million of convertible notes. As discussed above, Darren Richman, who is a member of our board of directors, is a Co-Founder and Co-Portfolio Manager of KLIM and as such is a controlling person, and has an economic interest in, the KLIM Entities and the convertible notes issued to the KLIM Entities under the Convertible Credit Agreement. During the year ended, December 31, 2020, no payments of interest were made to the KLIM Entities under the Convertible Credit Agreement and no payments of principal were made. As of December 31, 2020, there was $102.0 million in outstanding principal and accrued interest owed to the KLIM Entities under the Convertible Credit Agreement. All of our outstanding convertible notes will convert into an aggregate of              shares of our common stock upon the completion of this offering.

L1 Capital Funds Stock Purchase Agreement

On December 30, 2020, the Company, GIL and MWIG entered into a Stock Purchase Agreement with the L1 Capital Funds pursuant to which each of GIL and MWIG sold a portion of their shares to the L1 Capital Funds. In connection with the sale, the Company made certain fundamental and operational representations and warranties to the L1 Capital Funds regarding the Company. Such representations and warranties generally terminated at, and did not survive, the closing of the transactions contemplated by the Stock Purchase Agreement, with the exception of certain fundamental representations made by the Company which survive for a period of three years and the litigation and financial statements representations made by the Company which survive for a period of one year.

Stock Repurchases

On October 6, 2020, we entered into a Common Stock Sale Agreement with each of Mr. Deutsch and 2M pursuant to which we repurchased from Mr. Deutsch and 2M all of their respective outstanding shares of common stock for $142,953,754.63 and $31,767,501.03, respectively. We also paid to Mr. Deutsch the $2,500,000 transaction bonus payable to him pursuant to a Transaction Bonus Agreement. We used a portion of the proceeds of the Subordinated Term Facility to repurchase Mr. Deutsch’s and 2M’s common stock.

 

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Flywheel Transaction

On March 31, 2021, we entered into an asset purchase agreement, or the Asset Purchase Agreement, with FW SPV LLC and FW SPV II LLC, affiliates of KLIM, pursuant to which we will purchase certain assets consisting primarily of intellectual property and customer assets in connection with the Flywheel indoor cycling studio business purchased by affiliates of KLIM out of bankruptcy. The purchase price for the assets under the Asset Purchase Agreement is $25,000,000, payable upon consummation of the closing which will occur upon the consummation of this offering.

In connection with the asset purchase, we have also entered into a license agreement, or the License Agreement, pursuant to which we have licensed certain intellectual property and customer information from the sellers under the Asset Purchase Agreement for $25,000,000 payable in ten equal semi-annual installments. Each installment payment is payable in arrears on September 30th and March 31st of each calendar year during the term of the License Agreement, with the first installment payment due and owing on or before September 30, 2021. Beginning with the second installment payment on March 31, 2022, each installment payment will also include an administration fee of $250,000. The License Agreement will terminate upon the closing under the Asset Purchase Agreement.

Loans

Historically, the Company’s subsidiary, F45 Training Pty Ltd, had an informal and ongoing arrangement to extend non-interest bearing loans, from time to time, to Messrs. Gilchrist and Deutsch, for various purposes. As of December 31, 2018 and as of March 15, 2019, immediately prior to the consummation of the MWIG Transaction, there were:

 

  •  

$11,087,125 and $11,609,711, respectively, in outstanding loans to Mr. Gilchrist; and

 

  •  

$11,573,797 and $11,845,779, respectively, in outstanding loans to Mr. Deutsch.

The loans were expected to be repaid in full or netted against future distributions that Messrs. Gilchrist and Deutsch would otherwise realize through an exit event or ordinary distributions from the business in the future. In conjunction with the MWIG Transaction, our board of directors passed a resolution on March 15, 2019, to forgive in full the outstanding loans that were extended to Messrs. Gilchrist and Deutsch. Accordingly, on March 15, 2019, the $11,609,711 and $11,845,779 in outstanding loans to Messrs. Gilchrist and Deutsch, respectively, were forgiven. The forgiveness of such loans resulted in the outstanding balance being written off and recognized as compensation expense during the three months ended March 31, 2019.

Franchise Relationships

Mr. Gilchrist is also a franchisee. Through his ownership interest in the following entities, he has opened three F45 studios as of December 31, 2020:

 

  •  

100% ownership interest (as of the date of this prospectus) in Group Training, LLC; and

 

  •  

100% ownership interest (as of the date of this prospectus) in F45 Westside, LLC.

Until April 2020, Group Training, LLC and F45 Westside, LLC were owned jointly by Mr. Gilchrist and Mr. Deutsch.

In accordance with the terms of the franchise agreements between us or our applicable subsidiary, on the one hand, and the above entities or their wholly-owned subsidiaries, as applicable, on the other hand, such entities and their respective subsidiaries, as applicable, have collectively paid

 

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to us royalties and other fees, which totaled approximately $400,000, $200,000 and $181,000, in 2018, 2019 and 2020, respectively. The franchise agreements with such entities and their subsidiaries, as applicable, are commensurate with other franchise agreements executed during the same time period.

Mr. Gilchrist also owns a 25% ownership interest in three other franchisees: (i) Balance Gym U Street, LLC, or Balance Gym U, (ii) Balance Gym Columbia Heights, LLC, or Balance Gym CH, and (iii) Balance Gym Penrose, LLC, or Balance Gym Penrose. As of December 31, 2020, Balance Gym U had one open studio, whereas neither Balance Gym CH or Balance Gym Penrose had any open studios. In accordance with the terms of the franchise agreements between us and Balance Gym U and Balance Gym Penrose, both Balance Gym U and Balance Gym Penrose have paid to us royalties and other fees, which totaled less than $120,000 in each of the last three fiscal years. Balance Gym CH paid us royalties and other fees, which totaled approximately $0, $138,000 and $32,000 in 2018, 2019 and 2020, respectively. The franchise agreements with Balance Gym U, Balance Gym CH and Balance Gym Penrose are commensurate with other franchise agreements executed during the same time period.

Mr. Deutsch, through his 10% ownership interest in CDKS Fitness Ltd, had open studio in 2018, 2019 and 2020 (which studio closed in November 2020) and a franchise agreement in respect of an additional studio which was sold in January 2021 prior to its opening to an unrelated third party. In accordance with the terms of the franchise agreements between us and CDKS Fitness Ltd, CDKS Fitness Ltd paid to us royalties and other fees, which totaled less than $120,000 in each of the last three fiscal years. The franchise agreements with CDKS Fitness Ltd were commensurate with other franchise agreements executed during the same time period.

Messrs. Wahlberg and Raymond, both of whom are members of our board of directors, as well as Mr. Raymond’s wife, Dannielle Raymond, are also franchisees. MADE Fitness LLC had one open studio as of December 31, 2020, FOD 3 Fitness LLC had one open studio as of December 31 2020 (which was purchased by FOD 3 Fitness from an unrelated third party in July of 2020), and FOD 2 Fitness LLC is in the process of opening a third studio. Mr. Wahlberg owns 10% and Mr. and Mrs. Raymond own 60% in each of MADE Fitness LLC and FOD 2 Fitness LLC. Mr. and Mrs. Raymond own 100% of FOD 3 Fitness LLC. In accordance with the terms of the franchise agreements between us, on the one hand, and each of MADE Fitness LLC, FOD 2 Fitness LLC, and FOD 3 Fitness LLC on the other hand, MADE Fitness LLC, FOD 2 Fitness LLC, and FOD 3 Fitness LLC have collectively paid to us franchise fees and World Pack fees, which totaled approximately $300,000 during 2019 and 2020. No such fees were paid in 2018 as we were not party to a franchise agreement with any of these entities during such period. The franchise agreements with MADE Fitness LLC, FOD 2 Fitness LLC, and FOD 3 Fitness LLC are commensurate with other franchise agreements executed during the same time period.

On June 15, 2021, we entered into a long-term multi-unit studio development agreement, or the Development Agreement, with Club Franchise Group LLC, or Club Franchise, an affiliate of KLIM. Pursuant to the Development Agreement, we have granted to Club Franchise the right to develop, and Club Franchise has agreed to develop, at least 300 studios in certain territories in the U.S. over 36 months, with the first 150 studios to be opened within 18 months of the date of the Development Agreement, or December 15, 2022.

Club Franchise is obligated to pay to us the same general fees as other franchisees in the U.S., and to enter into a franchise agreement in respect of each studio upon approval by us of the studio site. Club Franchise has also agreed to pay us a development fee of $7,500,000 as follows: (i) $1,875,000 upon execution of the Development Agreement (which amount has been paid); (ii) $1,875,000 by June 2022; (iii) $1,875,000 by December 2022; and (iv) $1,875,000 by December 2023. Consistent with other franchise agreements in the United States entered into since July 2019, Club

 

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Franchise also will be required to pay us a monthly franchise fee based on the greater of a fixed monthly franchise fee of $2,500 per month or 7% of gross monthly studio revenue. The payment of monthly franchise fees will commence with respect to 25 studios, regardless of whether such studios are open by July 2022, and each month thereafter Club Franchise is required to pay monthly franchise fees to us in respect of additional studios with monthly franchise fees for 150 studios being payable by December 2022. With respect to the remaining 150 studios, we and Club Franchise have agreed to negotiate a payment schedule that provides for the monthly franchise fees in respect of such studios to commence no later than 12 months after the opening date of the relevant studio. Like other franchisees, Club Franchise is also obligated to pay us other fees, including fees related to marketing and equipment and merchandise, some of which we have agreed to provide at a discounted rate.

Pursuant to the Development Agreement, we have agreed that Club Franchise will have a right of first offer in its development area for any other existing or future concepts, including FS8, developed or acquired by us. We have also agreed that Club Franchise will be our preferred partner with respect to new concepts and that we will in good faith consult with Club Franchise regarding the development of new concepts before they are actively marketed to the general public (which does not include our existing franchisees).

Unless earlier terminated by us, the Development Agreement will terminate on the date that Club Franchise opens its 300th studio. We have the right to terminate the Development Agreement if, among other things (i) we exercise our right to terminate two or more franchise agreements with Club Franchise within a calendar year; (ii) Club Franchise has breached the Development Agreement and fails to cure such breach within 30 days of formal notice of such breach; (iii) Club Franchise becomes insolvent or (iv) Club Franchise fails to comply with its payment obligations under the Development Agreement.

Other Commercial Relationships

We utilize RAW Global (Aus) Pty Ltd, or RAW Global, for certain shipping and logistic services. RAW Global is owned by Brook Capner, the brother of Elliot Capner, our Chief Commercial Officer. RAW Global provides the shipping and logistical services to us pursuant to its standard terms and conditions and on arms’ length terms. In 2018, 2019 and 2020 we paid approximately $2,200,000, $2,100,000 and $4,600,000, respectively, to RAW Global.

We and Group Training, LLC also entered into a services agreement, dated January 1, 2019, or the Services Agreement. Pursuant to the Services Agreement, which was negotiated and entered into on arms’ length terms, we have agreed to make available to Group Training, LLC certain of our employees, or the designated employees, for operational and administrative support services in exchange for a service fee based on the aggregate of each designated employees allocated wages, plus a premium, pro rated based on actual days elapsed during the period of service. Prior to the entry into this Services Agreement, our predecessor and its subsidiaries provided similar services to Group Training, LLC and its subsidiaries as requested by Group Training, LLC without a formal agreement. During the years ended December 31, 2018 and 2019, Group Training, LLC incurred fees of approximately $200,000 and $400,000, respectively, in respect of services provided by us pursuant to this arrangement. As of December 31, 2019, F45 Training does not provide services under this service agreement.

F45 Training Pty Ltd, Hakaoh Club Limited, or the licensor, and Messrs. Gilchrist and Deutsch, were party to a license agreement, or the License Agreement, dated as of September 1, 2019, for the use of certain property in Paddington, Australia for the Company’s Australian franchise operations. Pursuant to the License Agreement, Messrs. Gilchrist and Deutsch guaranteed the payment of the

 

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license fee and the obligations of F45 Training Pty Ltd under the License Agreement, including, among other things, its obligations to pay damage to the licensor for breach of the License Agreement covenants, for the licensor’s loss or damage due to abandonment or vacating the property site and for the loss or damage as a consequence of disclaimer of the License Agreement on F45 Training Pty Ltd’s insolvency. Mr. Gilchrist’s and Mr. Deutsch’s obligations as guarantors under the License Agreement were joint and several. The License Agreement replaced a similar license agreement among the parties that expired on August 31, 2019. The License Agreement expired by its terms on June 30, 2020. While F45 Training Pty Ltd. and the licensor entered into a replacement license agreement on July 1, 2020, with respect to the property in Paddington, Australia, neither Mr. Gilchrist or Mr. Deutsch were required to provide a guarantee with respect to the replacement license agreement. During the years ended December 31, 2018, 2019 and 2020, neither Mr. Gilchrist nor Mr. Deutsch were required to make any payments under the License Agreement or the predecessor agreement.

F45 Training Incorporated is a party to a guaranty of lease, or the Guaranty of Lease, dated as of October 1, 2017, which Guaranty of Lease was reaffirmed by F45 Training Incorporated as of March 4, 2021. Pursuant to the Guaranty of Lease, F45 Training Incorporated has guaranteed, among other things, to the landlord of a studio in Pacific Palisades, California, which studio is leased by F45 Westside LLC, pursuant to a lease that commenced in January 2016 and expires on February 29, 2024, full, complete and timely payment and performance of the lease and any amendments thereto, required to be performed by F45 Westside LLC, in its capacity as tenant under the lease, including, but not limited to, payment of all rent, additional rent, taxes and any other monetary obligations. During the years ended December 31, 2018, 2019 and 2020, F45 Training Incorporated guaranteed approximately $73,647, $75,856 and $78,132, respectively, in lease payments under the Guaranty of Lease. F45 Westside LLC is owned as of the date of this prospectus 100% by Mr. Gilchrist. Until April, 2020, it was jointly owned by Mr. Gilchrist and Mr. Deutsch. During the years ended December 31, 2018, 2019 and 2020, F45 Training Incorporated was not required to make any payments under the Guaranty of Lease.

F45 Training Incorporated and Whelpy LLC, which is owned 50% by each of Messrs. Gilchrist and Deutsch, entered into a marketing and design agreement, or the Marketing & Design Agreement, dated as of March 1, 2018. Pursuant to the Marketing & Design Agreement, Whelpy LLC agreed to provide marketing and design services, including lead generation and development of marketing collateral and assets for franchise openings and corporate campaigns, to us and our franchisees, from March 1, 2018 to December 31, 2018, in exchange for a service fee. For the year ended December 31, 2018, we incurred expenses of $2,223,000 under the Marketing & Design Agreement, which expired in accordance with its terms on December 31, 2018 and was not renewed or extended.

We are party to an oral arrangement with Christine and Thomas Deutsch Pty Ltd., which is owned by Christine Deutsch and Thomas Deutsch, who are immediate family members of Mr. Deutsch, pursuant to which we purchase in the ordinary course of business apparel and merchandise. During 2018, 2019 and 2020, we purchased approximately $700,000, $100,000 and $0, respectively, of apparel and merchandise from Christine & Thomas Deutsch Pty Ltd.

Legal Settlement

On November 29, 2017, a franchisee filed a suit against us alleging violation of the Franchise Disclosure Act and similar state laws. On September 4, 2018, the Company reached a settlement with the franchisee whereby Group Training, LLC, which is co-owned by Messrs, Gilchrist and Deutsch, acquired the franchise from the franchisee in exchange for $232,000.

 

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Selling Stockholder Legal Fees

As described above under “Stockholders’ Agreement—Registration Rights—Expenses of Registration,” in connection with this offering, we are required to pay the fees and expenses of Dickinson Wright PLLC, counsel for the selling stockholder. We estimate that the fees and expenses to be paid to Dickinson Wright PLLC in connection with this offering will be $425,000. Mr. Raymond, who serves on our board of directors, is an Of Counsel of Dickinson Wright PLLC.

IPO Bonuses

We intend to pay certain employees, including certain of our executive officers, cash bonuses in connection with a successful completion of this offering. The bonuses will be paid in a single lump sum cash payment upon the completion of this offering using a portion of the net proceeds from this offering. We expect that the aggregate amount of such bonus payments will be approximately $2.48 million for all employees, but none of our named executive officers will receive any such payments.

RSUs

On March 15, 2019, we granted 1,369,324 RSUs, to Mr. Wahlberg, which represent 2,738,648 RSUs after our stock split, pursuant to a Promotional Agreement executed between him and us. The Promotional Agreement specifies the terms and conditions under which the RSUs will vest. All such RSUs will vest in full upon completion of this offering and will settle in 2022.

For stock-based compensation with both performance and market-condition vesting, such as the RSUs, cost is measured at the grant date, based on the fair value of the award considering the market conditions, and then recorded over the requisite service period if the performance condition is probable.

The weighted-average grant date fair value of the RSUs was $0.38 as of the grant date. For the year ended December 31, 2019, there was $1.0 million of unrecognized stock-based compensation expense related to the unvested RSUs. There was no stock compensation expense recorded for the year ended December 31, 2020.

Related Party Transaction Policy

Our audit committee will have the primary responsibility for reviewing and approving or disapproving “related party transactions,” which are generally transactions between us and related persons and in which a related person has or will have a direct or indirect interest. The written charter of our audit committee will provide that our audit committee will review and approve in advance any related party transaction.

We intend to adopt a formal written policy, to be effective upon completion of this offering, which will provide that we are not permitted to enter into any related party transactions without the consent of our audit committee. This policy was not in effect when we entered into the related party transactions described above. In approving or rejecting any such transaction, our audit committee will consider the relevant facts and circumstances available and deemed relevant to our audit committee, including whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related person’s interest in the transaction.

 

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PRINCIPAL AND SELLING STOCKHOLDER

The following table sets forth the beneficial ownership of our common stock as of June 30, 2021 (after giving effect to the 2-for-1 forward stock split of the Company’s common stock that occurred on July 6, 2021) and as adjusted to reflect the sale of shares of common stock by us and the selling stockholder, in each case, by the following individuals or groups:

 

  •  

each of our directors;

 

  •  

each of our named executive officers;

 

  •  

all of our directors and executive officers as a group;

 

  •  

each person, or group of affiliated persons, who is known by us to beneficially own more than 5% of our common stock; and

 

  •  

the selling stockholder.

The percentage ownership information shown in the following table prior to this offering is based upon 71,496,682 shares of common stock outstanding as of June 30, 2021, assuming (i) the conversion of all then-outstanding shares of our convertible preferred stock into 27,368,102 shares of common stock upon completion of this offering and (ii) the conversion of our convertible notes into 14,847,066 shares of common stock. The percentage ownership information shown in the following table after this offering is based upon 90,246,682 shares of common stock outstanding, after giving effect to (i) the conversion of our convertible preferred stock into 27,368,102 shares of common stock, (ii) the conversion of our convertible notes into 14,847,066 shares of common stock, and (iii) the sale of 18,750,000 shares of common stock by us and 1,562,500 shares of common stock by the selling stockholder in this offering, and assuming no exercise of the underwriters’ option to purchase additional shares.

We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities, or have the right to acquire such powers within 60 days, included through the exercise of stock options and warrants. For purposes of computing the percentage of outstanding shares of our common stock held by each person or group of persons named below, any common stock that such person or persons has the right to acquire within 60 days of the date of June 30, 2021 is deemed to be outstanding, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The information contained in the following table is not necessarily indicative of beneficial ownership for any other purpose, and the inclusion of any shares in the following table does not constitute an admission of beneficial ownership of those shares. Unless otherwise indicated, the persons or entities identified in the following table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws.

 

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Except as otherwise noted below, the address for persons listed in the table is c/o F45 Training Holdings Inc., 801 Barton Springs Road, 9th Floor, Austin, Texas 78704.

 

     Shares Beneficially
Owned
Prior to Offering		      Shares Being
Offered		      Shares Beneficially
Owned
After Offering		  

Name of Beneficial Owner

    Number      %      Number      %  

Selling Stockholder:

               

MWIG LLC(1)

      27,368,102 (8)(15)       38.3        1,562,500        25,805,602 (15)       28.6  

Other 5% Stockholders

               

Kennedy Lewis Capital Partners Master Fund II LP(2)(3)

      8,169,522 (15)       11.4        —        8,169,522 (15)       9.1  

Kennedy Lewis Capital Partners Master Fund LP(3)(4)

      2,109,759 (15)       3.0        —        2,109,759 (15)       2.3  

L1 Capital Funds(5)

      6,363,028 (9)(15)       8.9        —        6,363,028 (9)(15)       7.1  

Directors and Director Nominees:

               

Michael Raymond(6)

      27,368,102 (8)(15)       38.3        —        25,805,602 (15)       28.6  

Darren Richman(2)(3)(4)(7)

      10,279,281 (15)       14.4        —        10,279,281 (15)       11.4  

Mark Wahlberg

      — (10)       —        —        — (10)       —  

Richard Grellman

      —        —        —        —        —  

Elizabeth Josefsberg

      —        —        —        —        —  

Lee Wallace

      —        —        —        —        —  

Ruth Zukerman

      —        —        —        —        —  

Named Executive Officers:

               

Adam Gilchrist

      22,918,486 (11)(15)       32.1        —        22,918,486 (13)(15)       25.4  

Chris Payne

      — (16)       —        —        — (16)       —  

Patrick Grosso

      — (17)       —        —        — (17)       — * 

Directors, Director Nominees and executive officers as a group (10 persons)

      60,565,869 (12)       84.7        —        59,003,369 (14)       65.4  

 

(1) 

FOD Capital LLC owns approximately 65% of the membership interests in MWIG and is the sole manager of MWIG. Mr. Raymond, one of our directors, is the sole manager of FOD Capital LLC and as such may be deemed to beneficially own the shares of our common stock beneficially owned by MWIG. Mr. Wahlberg owns approximately 26% of the membership interests of MWIG. The address of MWIG is 7009 Shrimp Road, Suite 4 Key West, FL 33040.

(2) 

Number of shares beneficially owned includes 8,169,522 shares of Common Stock into which $55.0 million principal amount of our convertible notes held by Kennedy Lewis Capital Partners Master Fund II LP (“KLIM Fund II”) will be converted upon completion of this offering.

(3) 

Kennedy Lewis Management LP (the “Adviser”) is the investment adviser to Kennedy Lewis Capital Partners Master Fund LP (“KLIM Fund I” and, collectively with KLIM Fund II, the “KLIM Funds”) and KLIM Fund II. KLM GP LLC (“KLM”) is the general partner of the Adviser. Kennedy Lewis Investment Management LLC (“KLIM”) is the owner and control person of KLM. David K. Chene and Darren L. Richman (one of our directors) are the managing members and control persons of KLIM. Each of the Adviser, KLM and KLIM may be deemed to exercise voting and investment power over securities held by each of the KLIM Funds due to their relationship with the KLIM Funds. Kennedy Lewis GP LLC (“Fund I GP”) is the general partner of KLIM Fund I. Kennedy Lewis Investment Holdings LLC (“Holdings I”) is the managing member of Fund I GP. Messrs. Chene and Richman are the managing members of Holdings I. Each of Fund I GP and Holdings I may be deemed to exercise voting and investment power over securities held by KLIM Fund I due to their relationship with KLIM Fund I. Kennedy Lewis GP II LLC (“Fund II GP”) is the general partner of KLIM Fund II. Kennedy Lewis Investment Holdings II LLC (“Holdings II”) is the managing member of Fund II GP.

 

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  Messrs. Chene and Richman are the managing members of Holdings II. Each of Fund II GP and Holdings II may be deemed to exercise voting and investment power over securities held by KLIM Fund II due to their relationship with KLIM Fund II. Messrs. Chene and Richman, in their capacities as managing members of KLIM, and managing members of each of Holdings I and Holdings II, may be deemed to exercise voting and investment power over securities held by each of the KLIM Funds due to their relationships with the KLIM Funds. The address for KLIM is 111 West 33rd Street, Suite 1910, New York, NY 10120.
(4) 

Number of shares beneficially owned includes 2,109,759 shares of common stock into which $14.2 million principal amount of our convertible notes held by KLIM Fund I will be converted upon completion of this offering.

(5) 

The L1 Capital Funds consist of (i) L1 Capital Long Short Fund, (ii) L1 Long Short Fund Limited, (iii) L1 Capital Long Short (Master) Fund and (iv) L1 Capital Global Opportunities Master Fund. The L1 Capital Funds have entered into an Investment Management agreement with L1 Capital Pty Ltd. Mark Landau and Raphael Lamm each own 42.5% of L1 Capital Pty Ltd. Therefore, they may be deemed to have control over investment decisions for the L1 Capital Funds. The address of L1 Capital Funds is c/o L1 Capital Pty Ltd Level 28, 101 Collins Street Melbourne VIC 3000 Australia.

(6) 

As disclosed in footnote (1), Mr. Raymond is the sole manager of FOD Capital LLC, which is the sole manager of MWIG. As such, Mr. Raymond may be deemed to beneficially own the shares of our common stock beneficially owned by MWIG.

(7) 

As disclosed in footnote (3), Mr. Richman is a managing member of KLIM, Holdings I and Holdings II, and therefore may be deemed to exercise voting and investment power over securities held by each of the KLIM Funds.

(8) 

Consists of 27,368,102 shares of our common stock into which 9,854,432 shares of our convertible preferred stock held of record by MWIG will be converted upon the completion of this offering.

(9) 

Consists of shares of our common stock held by the L1 Funds specified in footnote (5) above.

(10) 

Excludes 2,738,648 RSUs held by Mr. Wahlberg pursuant to the Promotional Agreement (see "Certain Relationships and Related Party Transactions - Promotion Agreement"), which vest in full in connection with this offering, as authorized by our board of directors, but will not settle for common stock until 2022.

(11) 

Includes 22,918,486 shares of our common stock owned of record by GIL. GIL’s sole member and manager is Mr. Gilchrist. Accordingly, Mr. Gilchrist is deemed to beneficially own the shares of our common stock owned of record by GIL.

(12) 

Includes (i) 22,918,486 shares of our common stock owned of record by GIL, which such shares Mr. Gilchrist is the beneficial owner of, (ii) an aggregate of 10,279,281 shares of common stock into which the convertible notes held by KLIM Fund I and KLIM Fund II will convert upon completion of this offering, which such shares Mr. Richman may be deemed to beneficially own, and (iii) 27,368,102 shares of common stock into which our convertible preferred stock held by MWIG will be converted upon completion of this offering, which Mr. Raymond may be deemed to beneficially own.

(13) 

Includes 22,918,486 shares of our common stock owned of record by GIL Mr. Gilchrist is the sole member and a manager for GIL. Accordingly, Mr. Gilchrist is deemed to beneficially own the shares of our common stock owned of record by GIL.

(14) 

Includes (i) 22,918,486 shares of our common stock owned of record by GIL, which such shares Mr. Gilchrist is the beneficial owner of, (ii) an aggregate of 10,270,281 shares of common stock into which the convertible notes held by KLIM Fund I and KLIM Fund II will convert upon completion of this offering, which such shares Mr. Richman may be deemed to beneficially own, and (iii) 27,368,102 shares of common stock into which our convertible preferred stock held by MWIG will be converted upon completion of this offering, which Mr. Raymond may be deemed to beneficially own.

(15) 

As discussed in “Certain Relationships and Related Transactions—Stockholders’ Agreement—Transfer Restrictions,” the shares of common stock and registrable securities owned by the stockholders party thereto are subject to certain transfer restrictions. As such, such person may be deemed not to have investment power over any of the shares of common stock reflected as beneficially owned by such person.

(16) 

Excludes 965,762 shares of common stock underlying RSUs that will be granted upon the consummation of this offering and will vest upon grant, but will not settle until 2022.

(17) 

Excludes 93,750 shares of common stock underlying RSUs that will be granted upon the consummation of this offering (of which 50% will vest upon grant, but will not settle until 2022, with the remaining 50% vesting equally over the next 2 years, at 25% per year).

 

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DESCRIPTION OF CAPITAL STOCK

The following descriptions of our capital stock and certain provisions of our amended and restated certificate of incorporation and amended and restated bylaws are summaries and are qualified by reference to the amended and restated certificate of incorporation and the amended and restated bylaws that will be in effect upon the closing of this offering. Copies of these documents have been filed with the SEC as exhibits to our registration statement, of which this prospectus forms a part. The descriptions of the common stock and preferred stock reflect changes to our capital structure that will occur upon the closing of this offering.

Upon the closing of this offering, our authorized capital stock will consist of 215,000,000 shares of capital stock, par value $0.00005 per share, of which:

 

  •  

200,000,000 shares will be designated as common stock; and

 

  •  

15,000,000 shares will be designated as preferred stock.

As of June 30, 2021, after giving effect to the conversion of all outstanding shares of our convertible preferred stock into shares of our common stock and the conversion of all outstanding convertible notes, each which will occur upon the closing of this offering, as if such conversions had occurred on June 30, 2021, there were 71,496,682 shares of our common stock outstanding and no shares of our preferred stock outstanding. Our board of directors will be authorized, without stockholder approval except as required by the listing standards of the NYSE, to issue additional shares of our capital stock.

Common Stock

As of June 30, 2021, we had 71,496,682 shares of common stock issued and outstanding.

Voting Rights

Each holder of common stock will be entitled to one vote for each share on all matters submitted to a vote of the stockholders. Our amended and restated certificate of incorporation will not provide for cumulative voting rights. Because of this, the holders of a plurality of the shares entitled to vote in any election of directors can elect all of the directors standing for election, if they should so choose. With respect to matters other than the election of directors, the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at such meeting and entitled to vote on the subject matter shall be the act of the stockholders, except as otherwise required by law. Where a separate vote by class or series is required, the affirmative vote of the majority of shares of such class or series present in person or represented by proxy shall be the act of such class or series. The holders of a majority of the stock issued and outstanding and entitled to vote, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders.

Dividends

Subject to the dividend rights of the holders of the preferred stock, holders of our common stock will be entitled to receive cash dividends, if any, as may be declared from time to time by our board of directors out of legally available funds.

Liquidation

In the event of our liquidation, dissolution or winding up, whether voluntary or involuntary, after payment or provision for payment of our debts and other liabilities and the preferential amounts to

 

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which the holders of any outstanding shares of preferred stock will be entitled to receive on dissolution, liquidation, or winding up, the holders of the common stock will be entitled to share on a pro rata basis in our remaining assets.

Rights and Preferences

Holders of our common stock will have no preemptive, conversion, subscription or other rights, and there are no redemption or sinking fund provisions applicable to our common stock. The rights, preferences and privileges of the holders of our common stock will be subject to and may be adversely affected by the rights of the holders of shares of any series of our preferred stock that we may designate in the future.

Fully Paid and Nonassessable

All of our outstanding shares of common stock are, and the shares of common stock to be issued in this offering, upon payment and delivery in accordance with the underwriting agreement, will be, fully paid and nonassessable.

Preferred Stock

As of June 30, 2021, there were 9,854,432 shares of convertible preferred stock outstanding, which will automatically convert, upon the closing of this offering, into 27,368,102 shares of common stock.

Our amended and restated certificate of incorporation will provide that our board of directors has the authority, subject to limitations prescribed by Delaware law, to issue preferred stock in one or more series, to establish from time to time the number of shares to be included in each series, and to fix the designation, powers, preferences, and rights of the shares of each series and any of its qualifications, limitations, or restrictions, in each case without further vote or action by our stockholders. Our board of directors will also have the authority to increase or decrease the number of shares of any series of preferred stock, but not below the number of shares of that series then outstanding, without any further vote or action by our stockholders. Our board of directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of our common stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring, or preventing a change in control of our company and might adversely affect the market price of our common stock and the voting and other rights of the holders of our common stock. We have no current plan to issue any shares of preferred stock.

Convertible Notes

On October 6, 2020, we entered into a Subordinated Convertible Credit Agreement, or the Convertible Credit Agreement, with certain holders party thereto, including the KLIM Entities, pursuant to which we issued $100.0 million of convertible notes. The obligations under the Subordinated Credit Agreement are unsecured. The maturity date of the Subordinated Credit Agreement is September 30, 2025.

The convertible notes bear interest at 8.28%, payable in kind. The outstanding balance of the convertible notes as of December 31, 2020 was $102.0 million. The convertible notes may not be prepaid prior to October 6, 2024; thereafter they may be prepaid subject to a prepayment premium equal to 50% of the original issue price of the Convertible Notes.

 

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The convertible notes will be mandatorily converted into an aggregate of 14,847,066 shares of our common stock upon the completion of this offering, and are convertible at the option of the holders thereof at any time.

Forum Selection

Our certificate of incorporation will provide that, unless we select or consent in writing to the selection of another forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another state court or a federal court located within the State of Delaware) shall be the exclusive forum for any complaints asserting any “internal corporate claims,” which include claims in the right of our company (i) that are based upon a violation of a duty by a current or former director, officer, employee, or stockholder in such capacity or (ii) as to which the DGCL confers jurisdiction upon the Court of Chancery. Further, unless we select or consent to the selection of an alternative forum, the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. Our exclusive forum provision will not apply to suits brought to enforce any liability or duty created by the Exchange Act, and investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Any person or entity purchasing or otherwise acquiring an interest in any shares of our capital stock shall be deemed to have notice of and to have consented to the forum provisions in our certificate of incorporation. It is possible that a court could find our exclusive forum provision to be inapplicable or unenforceable. Although we believe this provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, the provision may have the effect of discouraging lawsuits against our directors and officers.

Anti-Takeover Provisions

Certain provisions of Delaware law, and our amended and restated certificate of incorporation and amended and restated bylaws that will be in effect as of the closing of this offering, which are summarized below, may have the effect of delaying, deferring, or discouraging another person from acquiring control of us. They are also designed, in part, to encourage persons seeking to acquire control of us to negotiate first with our board of directors. We believe that the benefits of increased protection of our potential ability to negotiate with an unfriendly or unsolicited acquirer outweigh the disadvantages of discouraging a proposal to acquire us because negotiation of these proposals could result in an improvement of their terms.

Delaware Takeover Statute

Upon the closing of the offering, we will be governed by the provisions of Section 203 of the DGCL. In general, Section 203 prohibits a public Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder, unless:

 

  •  

the transaction was approved by the board of directors prior to the time that the stockholder became an interested stockholder;

 

  •  

upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding shares owned by directors who are also officers of the corporation and shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

 

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  •  

at or subsequent to the time the stockholder became an interested stockholder, the business combination was approved by the board of directors and authorized at an annual or special meeting of the stockholders, and not by written consent, by the affirmative vote of at least two-thirds of the outstanding voting stock which is not owned by the interested stockholder.

In general, Section 203 defines a “business combination” to include mergers, asset sales and other transactions resulting in financial benefit to a stockholder and an “interested stockholder” as a person who, together with affiliates and associates, owns, or, within three years, did own, 15% or more of the corporation’s outstanding voting stock. These provisions may have the effect of delaying, deferring, or preventing changes in control of our company.

Amended and Restated Certificate of Incorporation and Amended and Restated Bylaw Provisions.    Our amended and restated certificate of incorporation and our amended and restated bylaws that will be in effect as of the closing of this offering will include a number of provisions that could deter hostile takeovers or delay or prevent changes in control of our board of directors or management team, including the following:

Classified Board of Directors.    Our amended and restated certificate of incorporation and amended and restated bylaws will provide that our board of directors will be divided into three classes, as nearly equal in number as practicable, with members of each class serving staggered three-year terms. Our amended and restated bylaws will also provide that the authorized number of directors be fixed exclusively from time to time by resolution of the board of directors. The classification of directors will have the effect of making it more difficult for stockholders to change the composition of our board.

Action by Written Consent.    Our amended and restated certificate of incorporation and amended and restated bylaws will provide that any action to be taken by the stockholders must be effected at a duly called annual or special meeting of stockholders and may not be effected by written consent.

Removal of Directors; Vacancies.    Our amended and restated certificate of incorporation and amended and restated bylaws will provide that directors may be removed only for cause. In addition, our amended and restated bylaws will provide that only our board of directors may fill vacant directorships, including newly created seats, by the affirmative vote of the majority of remaining directors.

No Cumulative Voting.    The DGCL provides that stockholders are not entitled to cumulate votes in the election of directors unless a corporation’s certificate of incorporation provides otherwise. Our amended and restated certificate of incorporation will not provide for cumulative voting.

Stockholder Meetings; Requirements for Advance Notice.    Our amended and restated bylaws will provide that special meetings of the stockholders may be called only by or at the direction of the board of directors, the chairman of the board or the chief executive officer with the concurrence of a majority of the board of directors. Our amended and restated bylaws will also prohibit the conduct of any business at a special meeting other than as specified in the notice for such meeting. In addition, our amended and restated bylaws will establish advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as director. In order for any matter to be “properly brought” before a meeting, a stockholder will have to comply with such advance notice procedures and provide us with certain information.

Supermajority Voting for Amendments to Our Governing Documents.    Any amendment to our amended and restated certificate of incorporation will require the affirmative vote of at least 66 2/3% of the voting power of all shares of our common stock then outstanding. Our amended and restated certificate of incorporation will provide that the board of directors is expressly authorized to adopt, amend or repeal our bylaws, but that our stockholders may amend our bylaws only with the approval of at least 66 2/3% of the voting power of all shares of our common stock then outstanding.

 

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Authorized but Unissued Shares.    Our authorized but unissued shares of common stock and preferred stock will be available for future issuances without stockholder approval, except as required by the listing standards of the NYSE, and could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved common stock and preferred stock could render more difficult or discourage an attempt to obtain control of the company by means of a proxy contest, tender offer, merger or otherwise.

Transfer Agent and Registrar

Upon completion of this offering, the transfer agent and registrar for our common stock will be Computershare Trust Company, N.A.

Limitations of Liability and Indemnification

Our amended and restated certificate of incorporation and amended and restated bylaws will provide that we will indemnify our directors and officers, and may indemnify our employees and other agents, to the fullest extent permitted by Delaware law. Delaware law prohibits our amended and restated certificate of incorporation from limiting the liability of our directors for the following:

 

  •  

any breach of the director’s duty of loyalty to us or to our stockholders;

 

  •  

acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;

 

  •  

any transaction from which the director derived an improper personal benefit.

If Delaware law is amended to authorize corporate action further eliminating or limiting the personal liability of a director, then the liability of our directors will be eliminated or limited to the fullest extent permitted by Delaware law, as so amended. Our amended and restated certificate of incorporation will not eliminate a director’s duty of care and, in appropriate circumstances, equitable remedies, such as injunctive or other forms of non-monetary relief, remain available under Delaware law. This provision also does not affect a director’s responsibilities under any other laws, such as the federal securities laws or other state or federal laws. Under our amended and restated bylaws, we will also be empowered to purchase insurance on behalf of any person whom we are required or permitted to indemnify.

The limitation of liability and indemnification provisions to be provided in our amended and restated certificate of incorporation and amended and restated bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against directors and officers, even though an action, if successful, might benefit us and our stockholders. Moreover, a stockholder’s investment may be harmed to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. There is no pending litigation or proceeding naming any of our directors or officers as to which indemnification is being sought, nor are we aware of any pending or threatened litigation that may result in claims for indemnification by any director or officer.

Listing

We have applied to have our common stock approved for listing on the NYSE under the symbol “FXLV.”

 

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SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no market for our common stock. Future sales of substantial amounts of our common stock in the public market or the perception that such sales might occur could adversely affect market prices prevailing from time to time. Furthermore, there may be sales of substantial amounts of our common stock in the public market after the existing legal and contractual restrictions lapse. This may adversely affect the prevailing market price and our ability to raise equity capital in the future. See “Risk Factors—Risks Related to Our Common Stock and This Offering— Future sales of our common stock in the public market could cause the market price of our common stock to drop significantly, even if our business is doing well.”

Upon the consummation of this offering, we will have 90,246,682 shares of common stock outstanding, assuming the conversion of all outstanding shares of our convertible preferred stock and all convertible notes into common stock. Of these shares, the shares sold in this offering will be freely transferable without restriction or further registration under the Securities Act, except that any shares purchased by one of our “affiliates,” as that term is defined in Rule 144 under the Securities Act, or Rule 144, may be sold only in compliance with the limitations described below. The remaining shares of common stock held by our existing stockholders are “restricted securities” as defined in Rule 144. Restricted shares may be sold in the public market only if registered under the Securities Act or if they qualify for an exemption from registration, including, among others, the exemptions provided by Rule 144 and Rule 701 under the Securities Act, or Rule 701. As a result of the contractual 180-day lock-up period described in “Underwriting (Conflicts of Interest)” and the provisions of Rules 144 and Rule 701, these shares will be available for sale in the public market as follows:

 

  •  

beginning on the date of this prospectus, the shares of common stock sold in this offering will be immediately available for sale in the public market;

 

  •  

beginning 181 days after the date of this prospectus, 65,366,397 additional shares of common stock may become eligible for sale in the public market upon the satisfaction of certain conditions as set forth in “—Lock-Up Agreements,” all of which shares would be held by our affiliates and subject to the volume and other restrictions of Rule 144, as described below; and

 

  •  

the remainder of the shares of common stock will be eligible for sale in the public market from time to time thereafter, subject in some cases to the volume and other restrictions of Rule 144, as described below.

Lock-Up Agreements

We, our executive officers, directors and holders of substantially all of our common stock and securities convertible into or exchangeable for our common stock, including the selling stockholder, have agreed or will agree that, subject to certain exceptions, for a period through and including the date that is 180 days after the date of this prospectus, we and they will not, without the prior written consent of Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, dispose of or hedge any shares or any securities convertible into or exchangeable for shares of our capital stock. Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC may, in their sole discretion, release any of the securities subject to these lock-up agreements at any time. See “Underwriting (Conflicts of Interest).”

Rule 144

In general, under Rule 144, as currently in effect, an affiliate who beneficially owns shares that were purchased from us, or any affiliate, at least six months previously, is entitled to sell, upon the

 

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expiration of the lock-up agreement described in “Underwriting, (Conflicts of Interest)” within any three-month period beginning 180 days after the date of this prospectus, a number of shares that does not exceed the greater of 1% of our then-outstanding shares of common stock, which will equal approximately 900,000 shares immediately after this offering, or the average weekly trading volume of our common stock on the NYSE during the four calendar weeks preceding the filing of a notice of the sale with the SEC. Sales under Rule 144 by our affiliates or persons selling shares on behalf of our affiliates are also subject to certain manner of sale provisions, notice requirements and the availability of current public information about us. The sale of these shares, or the perception that sales will be made, may adversely affect the price of our common stock after this offering because a great supply of shares would be, or would be perceived to be, available for sale in the public market.

Following this offering, a person that is not an affiliate of ours at the time of, or at any time during the three months preceding, a sale and who has beneficially owned restricted securities within the meaning of Rule 144 for at least six months, may sell shares subject only to the availability of current public information about us, and any such person who has beneficially owned restricted shares of our common stock for at least one year may sell shares without restriction.

We are unable to estimate the number of shares that will be sold under Rule 144 since this will depend on the market price for our common stock, the personal circumstances of the stockholder and other factors.

Rule 701

In general, under Rule 701 as currently in effect, any of our employees, directors, officers, consultants or advisors who received shares from us in connection with a compensatory stock or option plan or other written agreement before the effective date of this offering are entitled to sell such shares 90 days after the effective date of this offering in reliance on Rule 144, in the case of our affiliates, without having to comply with the holding period requirements of Rule 144 and, in the case of non-affiliates, without having to comply with the public information, holding period, volume limitation or notice filing requirements of Rule 144.

Registration Statement on Form S-8

We intend to file a registration statement on Form S-8 under the Securities Act to register (i) all of the shares of common stock subject to outstanding stock options and RSUs under the 2021 Plan or reserved for future issuance under the 2021 Plan and (ii) the resale of 2,738,648 shares of common stock underlying RSUs held by Mr. Wahlberg, which registration statement will be effective upon the consummation of this offering. This registration statement would cover approximately 7,738,648 shares. Shares registered under the Form S-8 registration statement will generally be available for sale in the open market after the 180-day lock-up period immediately following the date of this prospectus (as such period may be extended in certain circumstances).

Registration Rights

Beginning 180 days after the date of this prospectus, subject to certain exceptions and automatic extensions in certain circumstances, certain holders of shares of our common stock will be entitled to the rights described under “Certain Relationships and Related Party Transactions—Stockholders’ Agreement—Registration Rights.” Registration of these shares under the Securities Act would result in these shares becoming freely tradeable without restriction under the Securities Act immediately upon effectiveness of the registration statement.

 

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U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS

The following discussion is a summary of the material U.S. federal income tax consequences to a “non-U.S. holder” (as defined below) of the ownership and sale, exchange or other taxable disposition of our common stock that is purchased pursuant to this offering. This discussion does not provide a complete analysis of all potential U.S. federal income or other tax considerations. The information provided below is based upon provisions of the Internal Revenue Code of 1986, as amended, or Code, Treasury regulations promulgated thereunder, administrative rulings and judicial decisions, in each case, as currently in effect. These authorities may change at any time, possibly on a retroactive basis, or may be subject to differing interpretations. We have not sought and will not seek any rulings from the Internal Revenue Service, or the IRS, regarding the matters discussed below. There can be no assurance the IRS or a court will not take a contrary position to that discussed below regarding the tax consequences of the ownership and disposition of our common stock.

This discussion does not address the tax considerations arising under the U.S. federal alternative minimum tax, the net investment income tax, or the laws of any state, local or non-U.S. jurisdiction, or under U.S. federal gift and estate tax laws. In addition, this discussion does not address tax considerations applicable to an investor’s particular circumstances or to investors that may be subject to special tax rules, including, without limitation:

 

  •  

banks, insurance companies or other financial institutions;

 

  •  

partnerships or entities or arrangements treated as partnerships or other pass-through entities for U.S. federal income tax purposes (or investors in such entities);

 

  •  

corporations that accumulate earnings to avoid U.S. federal income tax;

 

  •  

tax-exempt or governmental organizations or tax-qualified retirement plans;

 

  •  

real estate investment trusts or regulated investment companies;

 

  •  

controlled foreign corporations or passive foreign investment companies;

 

  •  

persons who acquired our common stock pursuant to the exercise of an employee stock option or otherwise as compensation for services;

 

  •  

brokers, dealers or traders in securities or currencies;

 

  •  

traders in securities that elect to use a mark-to-market method of accounting for their securities holdings;

 

  •  

persons that own, or are deemed to own, more than 5% of our common stock (except to the extent specifically set forth below);

 

  •  

certain former citizens or long-term residents of the United States;

 

  •  

persons who hold our common stock as a position in a hedging transaction, “straddle,” “conversion transaction” or other risk reduction transaction;

 

  •  

qualified foreign pension funds as defined in Section 897(l)(2) of the Code and entities all of the interests of which are held by qualified foreign pension funds;

 

  •  

persons that do not hold our common stock as a capital asset within the meaning of Section 1221 of the Code (generally, for investment purposes);

 

  •  

persons subject to special tax accounting rules as a result of any item of gross income with respect to the stock being taken into account in an “applicable financial statement” (as defined in the Code); or

 

  •  

persons deemed to sell our common stock under the constructive sale provisions of the Code.

 

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If a partnership or entity classified as a partnership for U.S. federal income tax purposes is a beneficial owner of our common stock, the tax treatment of a partner in the partnership or an owner of the entity will depend upon the status of the partner or other owner and the activities of the partnership or other entity. Accordingly, this discussion does not address U.S. federal income tax considerations applicable to partnerships that hold our common stock, and partners in such partnerships should consult their tax advisors.

Investors considering the purchase of our common stock should consult their own tax advisors regarding the application of the U.S. federal income, gift and estate tax laws to their particular situations and the consequences of non-U.S., state or local laws and tax treaties.

Non-U.S. Holder Defined

For purposes of this section, a “non-U.S. holder” is any holder of our common stock, other than an entity taxable as a partnership for U.S. federal income tax purposes, that is not:

 

  •  

an individual who is a citizen or resident of the United States for U.S. federal income tax purposes;

 

  •  

a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized under the laws of the United States, any state therein or the District of Columbia or otherwise treated as such for U.S. federal income tax purposes;

 

  •  

a trust that (1) is subject to the primary supervision of a U.S. court and one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code) have authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable Treasury regulations to be treated as a United States person; or

 

  •  

an estate whose income is subject to U.S. federal income tax regardless of source.

Distributions

As described in the section entitled “Dividend Policy,” we have never declared or paid cash dividends on our capital stock and do not anticipate paying any cash dividends in the foreseeable future. If we do make any distributions on shares of our common stock, however, such distributions would constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of our current and accumulated earnings and profits would constitute a return of capital that is applied against and reduces, but not below zero, a non-U.S. holder’s adjusted tax basis in shares of our common stock. Any remaining excess would be treated as gain realized on the sale, exchange or other taxable disposition of our common stock. See “—Sale of Common Stock.”

Subject to discussions below on backup withholding and FATCA (as defined below), any distribution made to a non-U.S. holder on our common stock that is not effectively connected with a non-U.S. holder’s conduct of a trade or business in the United States and is treated as a dividend for federal income tax purposes will generally be subject to U.S. withholding tax at a 30% rate (or such lower rate specified by an applicable income tax treaty), provided the Non-U.S. Holder furnishes a valid IRS Form W-8BEN or W-8BEN-E (or other applicable documentation) certifying qualification for the lower treaty rate. A Non-U.S. Holder that does not timely furnish the required documentation, but that qualifies for a reduced treaty rate, may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS. Non-U.S. Holders should consult their tax advisors regarding their entitlement to benefits under any applicable income tax treaty.

 

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Distributions received by a non-U.S. holder that are treated as dividends for federal income tax purposes, are effectively connected with a U.S. trade or business conducted by the non-U.S. holder, and, if required by an applicable income tax treaty between the United States and the non-U.S. holder’s country of residence, are attributable to a permanent establishment maintained (or in the case of an individual, a fixed base) by the non-U.S. holder in the United States, are not subject to such withholding tax. To obtain this exemption, a non-U.S. holder generally must provide us or our paying agent with an IRS Form W-8ECI properly certifying such exemption. Such effectively connected distributions, although not subject to U.S. withholding tax, are generally taxed at the same graduated rates applicable to U.S. persons, net of certain deductions and credits. In addition to the graduated tax described above, distributions received by corporate non-U.S. holders that are effectively connected with a U.S. trade or business of the corporate non-U.S. holder may also be subject to a branch profits tax equal to 30% of its effectively connected earnings and profits for the taxable year that are attributable to such dividends, as adjusted for certain items, although an applicable income tax treaty between the United States and the non-U.S. holder’s country of residence might provide for a lower rate.

Sale of Common Stock

Subject to the discussion below regarding backup withholding and FATCA, non-U.S. holders will generally not be subject to U.S. federal income tax on any gains realized on the sale, exchange or other taxable disposition of our common stock unless:

 

  •  

the gain (1) is effectively connected with the conduct by the non-U.S. holder of a U.S. trade or business and (2) if required by an applicable income tax treaty between the United States and the non-U.S. holder’s country of residence, is attributable to a permanent establishment (or, in the case of an individual, a fixed base) maintained by the non-U.S. holder in the United States (in which case the special rules described below apply);

 

  •  

the non-U.S. holder is an individual who is present in the United States for 183 days or more in the taxable year of the sale, exchange or other taxable disposition of our common stock, and certain other requirements are met; or

 

  •  

subject to certain exceptions, our common stock constitutes a U.S. real property interest, or USRPI, by reason of our status as a U.S. real property holding corporation, or USRPHC, for U.S. federal income tax purposes.

Gain described in the first bullet point above generally will be subject to U.S. federal income tax at the same graduated rates applicable to U.S. persons, net of certain deductions and credits. A non-U.S. holder that is a corporation may also be subject to a “branch profits tax” at a rate of 30% (or such lower rate as specified by an applicable income tax treaty) on such effectively connected gain, as adjusted for certain items.

Gain described in the second bullet point above will be subject to a flat 30% tax (or such reduced rate as may be specified by an applicable income tax treaty) which may be offset by U.S.-source capital losses of the non-U.S. holder (even though the individual is not considered a resident of the United States), provided that the non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses.

With respect to the third bullet point above, we believe we currently are not, and do not anticipate becoming, a USRPHC. Because the determination of whether we are a USRPHC depends, however, on the fair market value of our USRPIs relative to the fair market value of our non-U.S. real property interests and our other business assets, there can be no assurance we currently are not a USRPHC or will not become one in the future. Even if we are or were to become a USRPHC, gain arising from the

 

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sale or other taxable disposition by a Non-U.S. Holder of our common stock will not be subject to U.S. federal income tax if our common stock is “regularly traded,” as defined by applicable Treasury Regulations, on an established securities market, and such Non-U.S. Holder owned, actually and constructively, 5% or less of our common stock throughout the shorter of the five-year period ending on the date of the sale or other taxable disposition or the Non-U.S. Holder’s holding period.

Non-U.S. Holders should consult their tax advisors regarding potentially applicable income tax treaties that may provide for different rules.

Backup Withholding and Information Reporting

Payments of dividends on our common stock will not be subject to backup withholding, provided the applicable withholding agent does not have actual knowledge or reason to know the holder is a United States person and the holder either certifies its non-U.S. status, such as by furnishing a valid IRS Form W-8BEN, W-8BEN-E or W-8ECI, or otherwise establishes an exemption. However, information returns are required to be filed with the IRS in connection with any dividends on our common stock paid to the Non-U.S. Holder, regardless of whether any tax was actually withheld. In addition, proceeds of the sale or other taxable disposition of our common stock within the United States or conducted through certain U.S.-related brokers generally will not be subject to backup withholding or information reporting, if the applicable withholding agent receives the certification described above and does not have actual knowledge or reason to know that such holder is a United States person, or the holder otherwise establishes an exemption. Proceeds of a disposition of our common stock conducted through a non-U.S. office of a non-U.S. broker that does not have certain enumerated relationships with the United States generally will not be subject to backup withholding or information reporting.

Backup withholding is not an additional tax. Any amounts withheld from a payment to a non-U.S. holder of our common stock under the backup withholding rules can be credited against any U.S. federal income tax liability of the non-U.S. holder and may entitle the non-U.S. holder to a refund from the IRS, provided that the required information is furnished to the IRS in a timely manner.

Foreign Account Tax Compliance Act, or FATCA

A U.S. federal withholding tax of 30% may apply to dividends and, subject to the discussion of certain proposed U.S. Treasury regulations below, the gross proceeds of a disposition of our common stock paid to a foreign financial institution (as specifically defined by applicable rules), including when the foreign financial institution holds our common stock on behalf of a non-U.S. holder, unless such institution enters into an agreement with the U.S. government to withhold on certain payments and to collect and provide to the U.S. tax authorities certain information regarding U.S. account holders of such institution (which may include certain equity holders of such institution, as well as certain account holders that are foreign entities with U.S. owners). Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing these withholding and reporting requirements may be subject to different rules. This U.S. federal withholding tax of 30% applies to dividends on and, subject to the discussion of certain proposed U.S. Treasury regulations below would also apply to, the gross proceeds of a disposition of our common stock paid to a non-financial foreign entity unless such entity provides the withholding agent with either a certification that it does not have any “substantial United States owners” (as defined in the Code) or provides identifying information regarding each such substantial United States owner of the entity. The withholding tax described above will not apply if the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules.

 

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The U.S. Treasury released proposed regulations which, if finalized in their present form, would eliminate the federal withholding tax of 30% applicable to the gross proceeds of a sale or other disposition of our common stock. Taxpayers may generally rely on the proposed regulations until final regulations are issued. Non-U.S. holders should consult their own tax advisors regarding the possible implications of FATCA on their investment in our common stock.

The preceding discussion of U.S. federal income tax considerations is for general information only. It is not tax advice. Each prospective investor should consult its own tax advisor regarding the particular U.S. federal, state, local and non-U.S. tax consequences of the sale, exchange or other taxable disposition of our common stock, including the consequences of any proposed change in applicable laws.

 

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UNDERWRITING (CONFLICTS OF INTEREST)

We, the selling stockholder and the underwriters named below have entered into an underwriting agreement with respect to the shares being offered. Subject to certain conditions, each underwriter has severally agreed to purchase the number of shares indicated in the following table. Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC are the representatives of the underwriters.

 

Underwriters

    Number of Shares

Goldman Sachs & Co. LLC

                    

J.P. Morgan Securities LLC

     

Robert W. Baird & Co. Incorporated

     

Cowen and Company, LLC

     

Guggenheim Securities, LLC

     

Macquarie Capital (USA) Inc.

     

Roth Capital Partners, LLC

     
    

 

 

  

Total

     
    

 

 

  

The underwriters are committed to take and pay for all of the shares being offered, if any are taken, other than the shares covered by the option described below unless and until this option is exercised.

The underwriters have an option to buy up to an additional 625,000 shares from us and an additional 2,421,875 shares from the selling stockholder to cover sales by the underwriters of a greater number of shares than the total number set forth in the table above. They may exercise that option for 30 days from the date of this prospectus. If any shares are purchased pursuant to this option, the underwriters will severally purchase shares in approximately the same proportion as set forth in the table above.

The following tables show the per share and total underwriting discounts and commissions to be paid to the underwriters by us and the selling stockholder. Such amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase additional shares.

Paid by Us

 

     No Exercise    Full Exercise

Per Share

      $                    $              

Total

      $        $  

Paid by the Selling Stockholder

 

     No Exercise    Full Exercise

Per Share

      $                    $              

Total

      $        $  

One or more funds affiliated with Caledonia have indicated an interest in purchasing $100.0 million in shares of our common stock in this offering at the initial public offering price. Because this indication of interest is not a binding agreement or commitment to purchase, one or more funds affiliated with Caledonia could determine to purchase more, less or no shares in the offering or the underwriters could determine to sell more, less or no shares to one or more funds affiliated with Caledonia. The underwriters will receive the same discount on any of our shares of common stock purchased by one or more funds affiliated with Caledonia as they will from any other shares of the common stock sold in this offering.

We estimate that our total out of pocket expenses for this offering, excluding the underwriting discounts and commissions, will be approximately $40,000.

 

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We and the selling stockholder have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act.

Shares sold by the underwriters to the public will initially be offered at the initial public offering price set forth on the cover of this prospectus. Any shares sold by the underwriters to securities dealers may be sold at a discount of up to $             per share from the initial public offering price. After the initial offering of the shares, the representatives may change the offering price and the other selling terms. The offering of the shares by the underwriters is subject to receipt and acceptance and subject to the underwriters’ right to reject any order in whole or in part.

We currently anticipate that up to 3% of the shares of common stock offered hereby by us will, at our request, be offered to retail investors through Robinhood Financial, LLC, or Robinhood, as a selling group member, via its online brokerage platform. Robinhood is not acting as an underwriter in this offering and is not affiliated with the Company. Purchases through the Robinhood platform will be subject to the terms, conditions and requirements set by Robinhood. Any purchase of our common stock in this offering through the Robinhood platform will be at the same initial public offering price, and at the same time, as any other purchases in this offering, including purchases by institutions and other large investors. The Robinhood platform and information on the Robinhood application do not form a part of this prospectus.

We have agreed that, subject to certain limited exceptions, we will not (i) offer, sell, contract to sell, pledge, lend, grant any option to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, or file with or confidentially submit to the SEC a registration statement under the Securities Act relating to, any of our securities that are substantially similar to our shares of common stock, including but not limited to any options or warrants to purchase shares of common stock or any securities that are convertible into or exchangeable for, or that represent the right to receive, shares of common stock or any such substantially similar securities, or publicly disclose the intention to make any offer, sale, pledge, loan, disposition, confidential submission or filing or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of our shares of common stock or any such other securities (in either case, regardless of whether any of these transactions are to be settled by the delivery of shares of common stock or such other securities, in cash or otherwise), in each case without the prior written consent of the representatives for a period through and including the date that is 180 days after of this prospectus.

Our directors, executive officers and substantially all of our stockholders, including the selling stockholder, have entered into lock-up agreements with the underwriters, pursuant to which each of these persons or entities, subject to certain limited exceptions, for a period through and including the date that is 180 days after the date of this prospectus, agree that they will not, and shall not cause or direct any of their respective affiliates to, (i) offer, sell, contract to sell, pledge, grant any option to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of common stock, or any options or warrants to purchase any shares of common stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of common stock, whether now owned or hereafter acquired, owned directly by each such person or entity (including holding as a custodian) or with respect to which such person or entity has beneficial ownership within the rules and regulations of the SEC, (ii) engage in any hedging or other transaction or arrangement (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) which is designed to or which reasonably could be expected to lead to or result in a sale, loan, pledge or other disposition (whether by such person or entity or someone other than such person or entity), or transfer of any of the economic consequences of ownership, in whole or in part, directly or indirectly, of the securities owned by such person or entity, whether any such transaction or arrangement (or instrument

 

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provided for thereunder) would be settled by delivery of common stock or other securities, in cash or otherwise, or (iii) otherwise publicly announce any intention to engage in or cause any action or activity described in clause (i) above or transaction or arrangement described in clause (ii) above.

Prior to the offering, there has been no public market for the shares. The initial public offering price has been negotiated among us and the representatives. Among the factors to be considered in determining the initial public offering price of the shares, in addition to prevailing market conditions, will be our historical performance, estimates of our business potential and earnings prospects, an assessment of our management and the consideration of the above factors in relation to market valuation of companies in related businesses.

We have applied to list our common stock on the NYSE under the symbol “FXLV.”

In connection with the offering, the underwriters may purchase and sell shares of common stock in the open market. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of shares than they are required to purchase in the offering, and a short position represents the amount of such sales that have not been covered by subsequent purchases. A “covered short position” is a short position that is not greater than the amount of additional shares for which the underwriters’ option described above may be exercised. The underwriters may cover any covered short position by either exercising their option to purchase additional shares or purchasing shares in the open market. In determining the source of shares to cover the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase additional shares pursuant to the option described above. “Naked” short sales are any short sales that create a short position greater than the amount of additional shares for which the option described above may be exercised. The underwriters must cover any such naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the common stock in the open market after pricing that could adversely affect investors who purchase in the offering. Stabilizing transactions consist of various bids for or purchases of common stock made by the underwriters in the open market prior to the completion of the offering.

The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representatives have repurchased shares sold by or for the account of such underwriter in stabilizing or short covering transactions.

Purchases to cover a short position and stabilizing transactions, as well as other purchases by the underwriters for their own accounts, may have the effect of preventing or retarding a decline in the market price of our shares of common stock, and together with the imposition of the penalty bid, may stabilize, maintain or otherwise affect the market price of the common stock. As a result, the price of the common stock may be higher than the price that otherwise might exist in the open market. The underwriters are not required to engage in these activities and may end any of these activities at any time. These transactions may be effected on the NYSE, in the over-the-counter market or otherwise.

Other than in the United States, no action has been taken by us, the selling stockholder or the underwriters that would permit a public offering of the securities offered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised

 

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to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

Other Relationships

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerages and other financial and non-financial activities and services. Certain of the underwriters and their respective affiliates have provided, and may in the future provide, a variety of these services to us and to persons and entities with relationships with us, for which they received or will receive customary fees and expenses.

In the ordinary course of their various business activities, the underwriters and their respective affiliates, officers, directors and employees may purchase, sell or hold a broad array of investments and actively trade securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account and for the accounts of their customers, and such investment and trading activities may involve or relate to assets, securities and/or instruments of the Company (directly, as collateral securing other obligations or otherwise) and/or persons and entities with relationships with us. The underwriters and their respective affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and instruments.

Conflicts of Interest

Affiliates of J.P. Morgan Securities LLC are lenders under the Term Facility and the Revolving Facility. A portion of the net proceeds from this offering will be used to repay borrowings under the Term Facility and Revolving Facility. As a result, we expect that more than 5% of the net proceeds from this offering will be paid to affiliates of J.P. Morgan Securities LLC. Therefore, this offering is being made in compliance with FINRA Rule 5121. Pursuant to that rule, a “qualified independent underwriter,” as defined by the FINRA rules, must have participated in the preparation of the registration statement and performed its usual standard of due diligence with respect to that registration statement. Goldman Sachs & Co. LLC is serving as a qualified independent underwriter and will assume the customary responsibilities of acting as a qualified independent underwriter in conducting due diligence and reviewing and participating in the preparation of this registration statement. Goldman Sachs & Co. LLC will not receive any additional compensation for acting as a qualified independent underwriter, but we have agreed to indemnify Goldman Sachs & Co. LLC against certain liabilities incurred in connection with acting as a qualified independent underwriter, including liabilities under the Securities Act.

Notice to Prospective Investors in European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relative Member State”) an offer to the public of shares of our common stock may not be made in that Relevant Member State, except that an offer to the public in that Relevant Member State of shares of our common stock may be made at any time under the following exemptions under the Prospectus Directive:

 

  •  

to any legal entity which is a qualified investor as defined in the Prospectus Directive;

 

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  •  

to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the representatives for any such offer; or

 

  •  

in any other circumstances falling within Article 3(2) of the Prospectus Directive;

provided that no such offer or shares of our common stock shall result in a requirement for the publication by us or any of the underwriters of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer to public” in relation to shares of our common stock in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and shares of our common stock to be offered so as to enable an investor to decide to purchase shares of our common stock, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC (as amended), including by Directive 2010/73/EU and includes any relevant implementing measure in the Relevant Member State.

This European Economic Area selling restriction is in addition to any other selling restrictions set out below.

Notice to Prospective Investors in United Kingdom

In the United Kingdom, this prospectus is only addressed to and directed as qualified investors who are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order); or (ii) high net worth entities and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). Any investment or investment activity to which this prospectus relates is available only to relevant persons and will only be engaged with relevant persons. Any person who is not a relevant person should not act or rely on this prospectus or any of its contents.

Notice to Prospective Investors in Canada

The securities may be sold in Canada only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions, and Ongoing Registrant Obligations. Any resale of the securities must be made in accordance with an exemption form, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

 

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Notice to Prospective Investors in Hong Kong

The shares may not be offered or sold in Hong Kong by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong) (“Companies (Winding Up and Miscellaneous Provisions) Ordinance”) or which do not constitute an invitation to the public within the meaning of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) (“Securities and Futures Ordinance”), or (ii) to “professional investors” as defined in the Securities and Futures Ordinance and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance, and no advertisement, invitation or document relating to the shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” in Hong Kong as defined in the Securities and Futures Ordinance and any rules made thereunder.

Notice to Prospective Investors in Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined under Section 4A of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”)) under Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to conditions set forth in the SFA.

Where the shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, the securities (as defined in Section 239(1) of the SFA) of that corporation shall not be transferable for 6 months after that corporation has acquired the shares under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer in that corporation’s securities pursuant to Section 275(1A) of the SFA, (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore (“Regulation 32”)

Where the shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is a trust (where the trustee is not an accredited investor (as defined in Section 4A of the SFA)) whose sole purpose is to hold investments and each beneficiary of the trust is an accredited investor, the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for six months after that trust has acquired the shares under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer that is made on terms that

 

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such rights or interest are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction (whether such amount is to be paid for in cash or by exchange of securities or other assets), (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32.

Notice to Prospective Investors in Japan

The securities have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended), or the FIEA. The securities may not be offered or sold, directly or indirectly, in Japan or to or for the benefit of any resident of Japan (including any person resident in Japan or any corporation or other entity organized under the laws of Japan) or to others for reoffering or resale, directly or indirectly, in Japan or to or for the benefit of any resident of Japan, except pursuant to an exemption from the registration requirements of the FIEA and otherwise in compliance with any relevant laws and regulations of Japan.

Notice to Prospective Investors in Australia

This document:

 

  •  

does not constitute a product disclosure document or a prospectus under Chapter 6D.2 of the Corporations Act 2001 (Cth) (the “Corporations Act”);

 

  •  

has not been, and will not be, lodged with the Australian Securities and Investments Commission (“ASIC”), as a disclosure document for the purposes of the Corporations Act and does not purport to include the information required of a disclosure document under Chapter 6D.2 of the Corporations Act;

 

  •  

does not constitute or involve a recommendation to acquire, an offer or invitation for issue or sale, an offer or invitation to arrange the issue or sale, or an issue or sale, of interests to a “retail client” (as defined in section 761G of the Corporations Act and applicable regulations) in Australia; and

 

  •  

may only be provided in Australia to select investors who are able to demonstrate that they fall within one or more of the categories of investors, or Exempt Investors, available under section 708 of the Corporations Act.

The shares may not be directly or indirectly offered for subscription or purchased or sold, and no invitations to subscribe for or buy the shares may be issued, and no draft or definitive offering memorandum, advertisement or other offering material relating to any shares may be distributed in Australia, except where disclosure to investors is not required under Chapter 6D of the Corporations Act or is otherwise in compliance with all applicable Australian laws and regulations. By submitting an application for the shares, you represent and warrant to us that you are an Exempt Investor.

As any offer of shares under this document will be made without disclosure in Australia under Chapter 6D.2 of the Corporations Act, the offer of those securities for resale in Australia within 12 months may, under section 707 of the Corporations Act, require disclosure to investors under Chapter 6D.2 if none of the exemptions in section 708 applies to that resale. By applying for the shares you undertake to us that you will not, for a period of 12 months from the date of issue of the shares, offer, transfer, assign or otherwise alienate those securities to investors in Australia except in circumstances where disclosure to investors is not required under Chapter 6D.2 of the Corporations Act or where a compliant disclosure document is prepared and lodged with ASIC.

 

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LEGAL MATTERS

The validity of the shares of common stock offered hereby will be passed upon for us by Gibson, Dunn & Crutcher LLP, Los Angeles, California. Dickinson Wright PLLC, Troy, Michigan is acting as counsel for the selling stockholder in connection with this offering. Certain legal matters relating to the offering will be passed upon for the underwriters by Latham & Watkins LLP, Menlo Park, California.

EXPERTS

The financial statements as of December 31, 2020 and 2019, and for each of the two years in the period ended December 31, 2020, included in this prospectus have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report appearing herein. Such financial statements have been so included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the shares of our common stock offered by this prospectus. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement, some of which is contained in exhibits to the registration statement as permitted by the rules and regulations of the SEC. For further information with respect to us and our common stock, we refer you to the registration statement, including the exhibits filed as a part of the registration statement. Statements contained in this prospectus concerning the contents of any contract or any other document is not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement, please see the copy of the contract or document that has been filed. Each statement in this prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. The SEC maintains an Internet website that contains reports, proxy statements, and other information about issuers, like us, that file electronically with the SEC. The address of that website is www.sec.gov.

As a result of this offering, we will become subject to the information and reporting requirements of the Exchange Act and, in accordance with this law, will file periodic reports, proxy statements, and other information with the SEC. These periodic reports, proxy statements, and other information will be available for inspection and copying at the SEC’s public reference facilities and the website of the SEC referred to above. We also maintain a website at www.f45training.com. Upon completion of this offering, you may access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. Information contained in, or that can be accessed through, our website is not a part of, and is not incorporated into, this prospectus.

 

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F45 Training Holdings Inc.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 

     Page  

UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF MARCH 31, 2021 AND FOR THE THREE MONTHS ENDED MARCH 31, 2021 AND 2020

 

Condensed Consolidated Balance Sheets as of March 31, 2021 and December 31, 2020

     F-2  

Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended March 31, 2021 and March 31, 2020

      F-3  

Condensed Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders’ Deficit for the three months ended March 31, 2021 and March 31, 2020

     F-4  

Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2021 and March 31, 2020

      F-5  

Notes to the Condensed Consolidated Financial Statements

      F-6  

CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

 

Report of Independent Registered Public Accounting Firm

      F-28  

Consolidated Balance Sheets as of December 31, 2020 and 2019

      F-29  

Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2020 and 2019

      F-30  

Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders’ Deficit for the years ended December 31, 2020 and 2019

      F-31  

Consolidated Statements of Cash Flows for the years ended December  31, 2020 and 2019

      F-32  

Notes to the Consolidated Financial Statements

      F-33  

 

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F45 Training Holdings Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share amounts and share data)

(unaudited)

 

     March 31, 2021     December 31, 2020  

Assets

     

Current assets:

     

Cash and cash equivalents

    $ 25,333   $ 28,967

Restricted cash

      1,557     -    

Accounts receivable, net

      13,159     9,582

Due from related parties

      1,322     2,406

Inventories

      7,922     4,485

Deferred costs

      1,692     1,616

Prepaid expenses

      2,593     2,891

Other assets

      3,696     2,452
  

 

 

    

 

 

  

Total current assets

      57,274     52,399

Property and equipment, net

      693     884

Deferred tax assets, net

      6,676     7,096

Intangible assets, net

      1,737     1,758

Deferred costs, net of current

      11,488     11,215

Other long-term assets

      6,897     5,165
  

 

 

    

 

 

  

Total assets

    $ 84,765   $ 78,517
  

 

 

    

 

 

  
Liabilities, convertible preferred stock and stockholders’ deficit Current liabilities:     

Accounts payable and accrued expenses

    $ 25,985   $ 18,657

Deferred revenue

      11,077     3,783

Interest payable

      211     250

Current portion of long-term debt

      6,426     5,847

Income taxes payable

      3,149     3,499
  

 

 

    

 

 

  

Total current liabilities

      46,848     32,036

Other long-term liabilities

      5,420     4,890

Deferred revenue, net of current

      6,573     10,312

Long-term derivative liability

      62,145       36,640

Long-term debt, net of current

      242,132     236,186
  

 

 

    

 

 

  

Total liabilities

      363,118     320,064

Convertible preferred stock, $0.0001 par value; 9,854,432 issued and outstanding as of March 31, 2021 and December 31, 2020 (Note 12)

      98,544     98,544

Stockholders’ deficit

     

Common stock, $0.00005 par value; 29,281,514 shares issued and outstanding as of March 31, 2021 and December 31, 2020

      1     1

Additional paid-in capital

      11,456     11,456

Accumulated other comprehensive loss

      (943 )      (982 ) 

Accumulated deficit

      (212,691 )      (175,846 ) 

Less: Treasury stock

      (174,720 )      (174,720 ) 
  

 

 

    

 

 

  

Total stockholders’ deficit

      (376,897 )      (340,091 ) 
  

 

 

    

 

 

  

Total liabilities, convertible preferred stock and stockholders’ deficit

    $ 84,765   $ 78,517
  

 

 

    

 

 

  

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

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F45 Training Holdings, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(in thousands, except share amounts and share data)

(unaudited)

 

     Three Months Ended
March 31,		  
     2021     2020  

Revenues:

     

Franchise (Related party: $45 and $97 for the three months ended March 31, 2021 and 2020, respectively)

    $ 13,156   $ 13,638

Equipment and merchandise

      5,035     11,204
  

 

 

    

 

 

  

Total revenues

      18,191     24,842

Costs and operating expenses:

     

Cost of franchise revenue (Related party: $0 and $12 for the three months ended March 31, 2021 and 2020, respectively)

      1,214     3,184

Cost of equipment and merchandise (Related party: $941 and $1,051 for the three months ended March 31, 2021 and 2020, respectively)

      3,181     6,331

Selling, general and administrative expenses

      16,828     13,991
  

 

 

    

 

 

  

Total costs and operating expenses

      21,223     23,506
  

 

 

    

 

 

  

(Loss) income from operations

      (3,032 )      1,336

Loss on derivative liabilities, net

      25,505       -    

Interest expense, net

      8,415     378

Other expense, net

      291       1,681
  

 

 

    

 

 

  

Loss before income taxes

      (37,243 )      (723 ) 

(Benefit) provision for income taxes

      (398 )     10
  

 

 

    

 

 

  

Net loss

    $ (36,845 )    $ (733 ) 
  

 

 

    

 

 

  

Other comprehensive income (loss)

     

Unrealized gain (loss) on interest rate swap, net of tax

      71     (850 ) 

Foreign currency translation adjustment, net of tax

      (32 )      1,281
  

 

 

    

 

 

  

Comprehensive loss

    $ (36,806 )    $ (302 ) 
  

 

 

    

 

 

  

Net loss per share

     

Basic and diluted

    $ (1.26 )    $ (0.01 ) 

Weighted average shares outstanding

     

Basic and diluted

      29,281,514       58,000,000

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

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F45 Training Holdings Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT

(in thousands, except share amounts)

(unaudited)

 

    Convertible Preferred
Stock		     Common Stock     Additional
Paid-
In Capital		     Treasury
Stock		     Accumulated
other
comprehensive
loss		     Accumulated
deficit		     Total
Stockholders’
Deficit		  
    Shares     Amount     Shares     Amount  

Balances at December 31, 2020

     9,854,432   $ 98,544     29,281,514   $ 1   $ 11,456   $ (174,720 )    $ (982 )    $ (175,846 )    $ (340,091 ) 

Net loss

     -         -         -         -         -         -         -         (36,845 )      (36,845 ) 

Unrealized gain on interest rate swap

     -         -         -         -         -         -         71     -         71

Cumulative translation adjustment, net of tax

     -         -         -         -         -         -         (32 )      -         (32 ) 
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Balances at March 31, 2021

     9,854,432   $ 98,544     29,281,514   $ 1   $ 11,456   $ (174,720 )    $ (943 )    $ (212,691 )    $ (376,897 ) 
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  
    Convertible
Preferred Stock		     Common Stock     Additional
Paid- In
Capital		     Treasury
Stock		     Accumulated
other
comprehensive
loss		     Accumulated
deficit		     Total
Stockholders’
Deficit		  
    Shares     Amount     Shares     Amount  

Balances at December 31, 2019

     11,000,000   $ 110,000     58,000,000   $ 3   $ -       $ -       $ (541 )    $ (150,557 )    $ (151,095 ) 

Net loss

     -         -         -         -         -         -         -         (733 )      (733 ) 

Unrealized loss on interest rate swap

     -         -         -         -         -         -         (850 )      -         (850 ) 

Cumulative translation adjustment, net of tax

     -         -         -         -         -         -         1,281     -         1,281
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Balances at March 31, 2020

     11,000,000   $ 110,000     58,000,000   $ 3   $ -       $ -       $ (110 )    $ (151,290 )    $ (151,397 ) 
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

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Table of Contents

F45 Training Holdings Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

 

     Three Months Ended March 31,  
             2021                     2020          

Cash flows from operating activities

     

Net loss

    $ (36,845 )    $ (733 ) 

Adjustments to reconcile net loss to net cash used in operating activities:

     

Depreciation

      71     103

Amortization of intangible assets

      133     125

Amortization of deferred costs

      448     326

Accretion of debt discount

      1,376       -    

Loss on derivative liabilities, net

      25,505     -    

Paid in kind interest expense

      6,300     -    

Bad debt expense

      1,666     1,925

Deferred income taxes

      361     -    

Unrealized foreign currency transaction gains or losses

      151     1,653

Changes in operating assets and liabilities:

     

Due from related parties

      1,084     24

Accounts receivable

      (5,306 )      (1,876 ) 

Inventories

      (3,495 )      (3,955 ) 

Prepaid expenses

      292     780

Other assets, current

      (1,021 )      (32 ) 

Deferred costs

      (668 )      (1,299 ) 

Other long-term assets

      (1,594 )      111

Accounts payable

      6,891     57

Deferred revenue

      3,654     396

Interest payable

      (39 )      62

Income tax payable

      (432 )      (565 ) 

Other long-term liabilities

      1,267     35
  

 

 

    

 

 

  

Net cash used in operating activities

      (201 )      (2,863 ) 
  

 

 

    

 

 

  

Cash flows from investing activities

     

Purchases of property and equipment

      (67 )      (240 ) 

Disposal of property and equipment

      -         2

Purchases of intangible assets

      (112 )      (442 ) 
  

 

 

    

 

 

  

Net cash used in investing activities

      (179 )      (680 ) 
  

 

 

    

 

 

  
Cash flows from financing activities     

Borrowings under revolving facility

      -         8,145

Repayments under term facility

      (1,313 )      (750 ) 

Deferred offering costs

      -         (483 ) 
  

 

 

    

 

 

  

Net cash (used in) provided by financing activities

      (1,313 )      6,912
  

 

 

    

 

 

  

Effect of exchange rate changes on cash, cash equivalents, and restricted cash

      (384 )      (348 ) 
  

 

 

    

 

 

  

Net (decrease) increase in cash, cash equivalents, and restricted cash

      (2,077 )      3,021

Cash, cash equivalents, and restricted cash at beginning of period

      28,967     8,267
  

 

 

    

 

 

  

Cash, cash equivalents, and restricted cash at end of period

    $ 26,890   $ 11,288
  

 

 

    

 

 

  

Supplemental disclosures of cash flow information

     

Income taxes paid

    $ -       $ 506

Interest paid

      601     304

Supplemental disclosure of noncash financing and investing activities:

     

Property and equipment included in accounts payable and accrued expenses

      -         53

Intangible assets included in accounts payable and accrued expenses

      -         51

Deferred offering costs included in accounts payable and accrued expenses

      194       1,588

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

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Table of Contents

F45 Training Holdings Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 1—Nature of the business and basis of presentation

Organization

F45 Training Holdings Inc. (F45 Training Holdings, the “Company,” or “F45”) was incorporated in the State of Delaware on March 12, 2019 as a C-Corp. The Company and its subsidiaries are engaged in franchising and licensing the F45 Training brand to fitness facilities in multiple countries across the globe.

2020 Stock Repurchase Agreements

On October 6, 2020, the Company entered stock repurchase agreements (“Repurchase Agreements”) with 2M Properties Pty Ltd and Robert Deutsch in which the Company purchased a total of 31,900,000 shares of common stock for $174.7 million. In addition, the Company paid a $2.5 million bonus to Mr. Deutsch. As a result of the Repurchase Agreements, these two parties no longer own any common stock in the Company.

Transaction with MWIG LLC (“MWIG”)

On March 15, 2019, MWIG, a special purpose private investment fund vehicle led by FOD Capital LLC, a family office investment fund, and Mark Wahlberg, made a minority preferred investment in the Company. On March 15, 2019, F45 Training Holdings, MWIG and Flyhalf Acquisition Company Pty Ltd, a newly incorporated wholly-owned, indirect subsidiary of F45 Training Holdings, entered into a Share Purchase Agreement with F45 Aus Hold Co Pty Ltd (“F45 Aus Hold Co”) and its existing stockholders pursuant to which F45 Training Holdings became the ultimate parent of F45 Aus Hold Co and its subsidiaries. Upon the consummation of the transaction with MWIG, the existing stockholders and MWIG held 72.5% and 27.5% ownership interests, respectively, in the Company and, its wholly-owned subsidiaries. This ownership percentage assumes the conversion of the MWIG preferred stock at its original issue conversion price and does not reflect the restricted stock units issued to Mark Wahlberg pursuant to the promotional agreement. See Note 12—Convertible Preferred Stock and Stockholders’ Deficit for further discussion.

Pursuant to the Share Purchase Agreement and in return for acquiring 100% of the shares in F45 Aus Hold Co, F45 Training Holdings issued 58,000,000 shares of common stock to the existing stockholders of F45 Aus Hold Co proportionate to their relative ownership of the common stock of F45 Aus Hold Co and its wholly-owned subsidiaries. As a result of this transaction there was no change in control. All references to shares in the financial statements and the notes to the financial statements presented herein, including but not limited to the number of shares and per share amounts, unless otherwise noted, have been adjusted to reflect the effects of the transaction retrospectively as of the earliest period presented in the interim unaudited condensed consolidated financial statements.

Basis of presentation

The accompanying unaudited condensed consolidated financial statements and related notes to the unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission. In accordance with such rules and regulations, certain information and accompanying note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, although

 

F-6

Table of Contents

F45 Training Holdings Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

 

the Company believes the disclosures included herein are adequate to make the information presented not misleading. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments which are considered necessary for the fair presentation of the financial position of the Company at March 31, 2021 and the results of operations for the interim periods represented. The operating results for the interim periods presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. All intercompany balances and transactions have been eliminated in consolidation.

These interim unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto of the Company as of and for the years ended December 31, 2020 and 2019.

Note 2—Summary of significant accounting policies

There were no changes to the significant accounting policies or recent accounting pronouncements that were disclosed in Note 2—Summary of significant accounting policies to the audited consolidated financial statements of the Company as of and for the years ended December 31, 2020 and 2019, other than as discussed below.

Stock split

In July 2021, the Company effected a 2-for-1 forward stock split of its common stock. In connection with the forward stock split, each issued and outstanding share of common stock, automatically and without action on the part of the holders, became two shares of common stock. The par value per share of common stock was adjusted from $0.0001 to $0.00005. All share, per share and related information presented in the consolidated financial statements and accompanying notes have been retroactively adjusted, where applicable, to reflect the impact of the stock split.

Use of estimates

The preparation of interim condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Key estimates and judgments relied upon in preparing these interim condensed consolidated financial statements include revenue recognition, allowance for doubtful accounts, depreciation of long-lived assets, internally developed software, amortization of intangible assets, valuation of inventory, fair value of derivative instruments, fair value of stock-based awards, and accounting for income taxes. The Company bases its estimates on historical experience and various other assumptions that the Company believes to be reasonable. Actual results could differ from these estimates.

Cash, cash equivalents, and restricted cash

Cash and cash equivalents consist of bank deposits. The Company holds cash and cash equivalents at major financial institutions, which often exceed insured limits. Historically, the Company has not experienced any losses due to such bank depository concentration. Restricted cash relates to cash held in escrow as a requirement of one the Company’s office lease agreements.

 

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Table of Contents

F45 Training Holdings Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

 

Accounts receivable and allowance for doubtful accounts

Accounts receivable is primarily comprised of amounts owed to the Company resulting from fees due from franchisees. The Company evaluates its accounts receivable on an ongoing basis and establishes an allowance for doubtful accounts based on historical collections and specific review of outstanding accounts receivable. Accounts receivable are written off as uncollectible when it is determined that further collection efforts will be unsuccessful.

The change in allowance for doubtful accounts is as follows (in thousands):

 

     For the Three Months Ended
March 31,		  
             2021                     2020          

Balance at beginning of period

    $ 5,746   $ 1,069

Provisions for bad debts, included in selling, general and administrative

      1,666     1,925

Uncollectible receivables written off

      (2,659 )      (371 ) 
  

 

 

    

 

 

  

Balance at end of period

    $ 4,753   $ 2,623
  

 

 

    

 

 

  

None of the Company’s related parties accounted for more than 10% of accounts receivable as of March 31, 2021 and December 31, 2020. None of the Company’s customers accounted for more than 10% of the Company’s accounts receivable as of March 31, 2021 and December 31, 2020. None of the Company’s customers accounted for more than 10% of the Company’s revenue for the three months ended March 31, 2021 and 2020.

Deferred initial public offering costs

Deferred initial public offering costs, which consist of direct incremental legal and accounting fees relating to the IPO, are capitalized. The deferred offering costs will be offset against IPO proceeds upon the consummation of the offering. In the event the offering is terminated, deferred offering costs will be expensed. As of March 31, 2021 and December 31, 2020, $0.2 million and $0, respectively, of offering costs were deferred in other assets on the condensed consolidated balance sheets.

Note 3—Property and equipment, net

Property and equipment, net, consists of the following as of March 31, 2021 and December 31, 2020 (in thousands):

 

     Estimated Useful Life    March 31, 2021     December 31, 2020  
     (years)             

Vehicles

    5    $ 43   $ 43

Furniture and fixtures

    7      179     179

Office and other equipment

    5      698     720

Leasehold improvements

    Lesser of lease term or
useful life		      577     675
     

 

 

    

 

 

  
        1,497     1,617

Less accumulated depreciation

         (804 )      (733 ) 
     

 

 

    

 

 

  

Total property and equipment, net

       $ 693   $ 884
     

 

 

    

 

 

  

 

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Table of Contents

F45 Training Holdings Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

 

Depreciation expense related to property and equipment was approximately $0.1 million and $0.1 million for the three months ended March 31, 2021 and 2020, respectively. Depreciation expense was recorded in selling, general and administrative expenses in the condensed consolidated statements of operations and comprehensive loss.

Note 4—Intangible assets

The following table summarizes the useful lives and carrying values of intangible assets, including internal-use software (in thousands):

 

          As of March 31, 2021     As of December 31, 2020  
    Useful
Life		     Gross
Value		     Accumulated
Amortization		     Net
Value		     Gross
Value		     Accumulated
Amortization		     Net
Value		  
    (in years)              

Internal-use software

     3     $ 2,878   $ 1,485   $ 1,393   $ 2,767   $ 1,352   $ 1,415

Trademarks

     n/a       344     -         344     343     -         343
   

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Total intangible assets, net

     $ 3,222   $ 1,485   $ 1,737   $ 3,110   $ 1,352   $ 1,758
   

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

The amortization expense of intangible assets was approximately $0.1 million and $0.1 million for the three months ended March 31, 2021 and 2020, respectively, and was recorded in selling, general and administrative expenses in the condensed consolidated statements of operations and comprehensive loss. The weighted average remaining life of internal-use software was 1.7 years and 1.7 years as of March 31, 2021 and December 31, 2020, respectively.

As of March 31, 2021, the expected amortization of intangible assets for future periods, excluding those assets not yet placed in service as of March 31, 2021, is as follows (in thousands):

 

     Future
Amortization		  

Remainder of 2021

    $ 552

2022

      584

2023

      236

2024

      21

Thereafter

      -    
  

 

 

  

Total

    $ 1,393
  

 

 

  

Note 5—Deferred revenue

Deferred revenue results from establishment fees paid by franchisees at the outset of the contract term and the value of material rights related to discounted renewal options as well as equipment fees paid by franchisees prior to the transfer of the equipment. The following table reflects the change in deferred revenue during the three months ended March 31, 2021 (in thousands):

 

     Deferred
Revenue		  

Balance at December 31, 2020

    $ 14,095

Revenue Recognized

      (7,016 ) 

Increase

      10,571
  

 

 

  

Balance at March 31, 2021

    $ 17,650
  

 

 

  

 

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Table of Contents

F45 Training Holdings Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

 

Deferred revenue expected to be recognized within one year from the balance sheet date is classified as current, and the remaining balance is classified as noncurrent. Transaction price allocated to remaining performance obligations represents contracted franchise and equipment revenue that has not yet been recognized, which includes deferred revenue recognized as revenue in future periods. Total contract revenues from franchisees yet to be recognized as revenue was $183.2 million as of March 31, 2021, of which the Company expects to recognize approximately 20% of the revenue over the next 12 months and the remainder thereafter.

Note 6—Debt

The following table provides a summary of the Company’s outstanding long-term debt, as of

March 31, 2021 and December 31, 2020 (in thousands):

 

     March 31, 2021     December 31, 2020  

Revolving Facility

    $ 7,000   $ 7,000

First Lien Term Loan

      32,375     33,688

Second Lien Term Loan

      133,071     128,882

Convertible Note

      104,097     101,985

PPP Loan

      2,063     2,063
  

 

 

    

 

 

  

Total debt, excluding deferred financing costs and discounts

      278,606     273,618

Deferred financing costs, net of accumulated amortization

      (4,916 )      (5,078 ) 

Discount on debt

      (25,132 )      (26,507 ) 
  

 

 

    

 

 

  

Total debt, excluding deferred financing costs and discounts

    $ 248,558   $ 242,033
  

 

 

    

 

 

  

Subordinated Convertible Debt Agreement

On October 6, 2020, the Company entered into a subordinated convertible debt agreement (the “Convertible Notes”), whereby the Company issued $100 million of Convertible Notes to certain holders maturing on September 30, 2025. The Convertible Notes have an annual interest rate of 8.28%, which accrues as paid-in-kind through the duration of the contract. Repayment of principal and accrued interest may be made in cash or shares of the Company upon the occurrence of certain qualifying events or at the end of the contract term (“PIK Interest”). Interest is accrued over the term of the debt and is payable upon repayment at maturity or earlier upon the occurrence of certain events. The outstanding balance of the Convertible Notes, including PIK Interest, as of March 31, 2021 and December 31, 2020 was $104.1 million and $102.0 million, respectively.

Voluntary Conversion—At their option, for each $100 in original issue price, the holders may elect to convert all or any portion of their outstanding Convertible Notes to common stock at $100/$100,000,000 times the number of shares of common stock equal to 20% of the equity value of the Company, provided that the aggregate number of shares of common stock into which all outstanding notes are converted do not exceed 20% of the shares of common stock of the Company.

Mandatory Conversion Offering Proceeds—Upon a public offering resulting in $150 million gross proceeds to the Company, outstanding Convertible Notes shall automatically convert into common stock equal to (a) the greater of (1) 20% of the equity value of the Issuer (on a fully diluted basis) (2) 1.5 multiplied by the aggregate original Issue price, divided by (b) the initial offering price to the public; provided that such number of shares shall not be less than 20% of the fully diluted shares of common stock prior to the issuance of any primary shares in the public offering.

 

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Table of Contents

F45 Training Holdings Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

 

Mandatory Conversion Public Float—Outstanding Convertible Notes automatically convert upon a public float of $150 million measured during the first 30 days of trading equal to (a) the greater of (1) 20% of the equity value of the Company (on a fully diluted basis) based on the average sale price over the previous 30 consecutive days of trading and (2) 1.5 multiplied by the aggregate original issue price, divided by (b) the average sale price over the previous 30 consecutive days of trading; provided that such number of shares of common stock shall not be less than 20% of the fully diluted shares of common stock.

Payment due on Liquidation—The terms of the Convertible Notes state that in a liquidation event, the Convertible Notes are immediately due and payable in cash equal to the greater of (a) 20% of the equity value of the Company and (b) 1.5 multiplied by the original issue price of the notes.

Payment due default—The terms of the Convertible Notes state that upon an event of default, the Convertible Notes Principal and unpaid accrued interest becomes immediately due and payable at 1.5x the original issue price.

Prepayment Option—The Company has the option to prepay the Convertible Notes after the fourth anniversary of the effective date in whole, subject to prior notice and a prepayment premium equal to 50% of the original issue price.

As a part of the subordinated convertible debt agreement the Company identified embedded derivatives that require bifurcation under ASC 815, Derivatives and Hedging, relating to the contingent conversion option, payment of liquidation, default payment and prepayment options. See Note 7—Derivative Instruments for further discussion on the Company’s accounting for these embedded derivatives.

Subordinated Second Lien Term Loan

On October 6, 2020, the Company entered into a Subordinated Credit Agreement with certain lenders which committed the lenders to provide $125,000,000 of financing to the Company in exchange for a note payable. This agreement matures over a five-year period that carries a Paid-In Kind (“PIK”) Interest rate of 13.00%. PIK Interest is accrued over the term of the Subordinated Credit Agreement. The outstanding balance of the note, including PIK Interest, payable as of March 31, 2021 and December 31, 2020 was $128.5 million and $124.2 million, respectively, net of unamortized debt issuance costs of $4.6 million and $4.7 million, respectively. The Subordinated Credit Agreement has a maturity date of October 5, 2025.

The Company is required to make prepayments in circumstances where it has (i) excess cash flow; (ii) certain prepayment events occur; or (ii) if an event of default were to occur as further described below.

Commencing with the fiscal year ending December 31, 2021, the Company shall prepay, or cause to be prepaid, an aggregate principal amount of the obligations equal to 50% of Excess Cash Flow (the “ECF Percentage”), if any, for the fiscal year covered by such financial statements; provided, that the ECF Percentage shall be reduced to 25% when the Secured Leverage Ratio as of the last date of the applicable fiscal year is less than or equal to 3.08 to 1.00 and shall be reduced to 0% when the Secured Leverage Ratio as of the last date of the applicable fiscal year is less than or equal to 2.08 to 1.00; provided, that no payments shall be required prior to payment in full of the First Lien Term Loan obligations.

 

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Table of Contents

F45 Training Holdings Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

 

In the event and on each occasion that any net proceeds are received by the Company in respect of any prepayment event (any disposition (including pursuant to a sale and leaseback Transaction) of any property or asset of, other than dispositions described in the Subordinated Credit Agreement; or (b) any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of the Company resulting in aggregate net proceeds greater than $500,000; or (c) the incurrence by the Company of any indebtedness, other than indebtedness permitted under the Subordinated Credit Agreement, the Company must within three business days after such net proceeds are received, prepay the obligations under the Subordinated Credit Agreement in an aggregate amount equal to 100% of such net proceeds.

If an event of default were to occur, in addition to the obligations becoming due, the Company is responsible for paying a make-whole premium defined as the amount equal to the discounted value of the remaining scheduled payments with respect the outstanding obligations under the Subordinated Credit Agreement. The Subordinated Credit Agreement contains cross-default provisions; whereby; if an event of default were to occur under the Subordinated Credit Agreement that were not cured within the applicable grace period; it would trigger an event of default under the First Lien Credit Agreement.

The Agreement contains the following put and call options:

 

  1.

Prepayment at the option of the Company.

 

  2.

Prepayment at the option of the Company following a Qualified Public Offering.

 

  3.

Prepayment required by Excess Cash Flow.

 

  4.

Prepayment required by a Prepayment Event.

 

  5.

Prepayment required by an Event of Default.

In accordance with ASC 815, Derivatives and Hedging, the Company assessed the prepayment event and the event of default as embedded derivatives requiring bifurcation, however, as the fair value of these features was not material upon issuance, the Company has not allocated any of the proceeds of the debt to the embedded derivatives. As of March 31, 2021 and December 31, 2020, the fair value of the embedded derivatives was not material to the condensed consolidated financial statements.

In connection with issuing the note the Company paid the lenders approximately $3.8 million in fees. Similarly, the Company paid third parties fees of approximately $1.0 million associated with issuing the note. The Company determined that all fees paid to the lenders and third parties would result in a reduction of the initial carrying amount of the note. The Company is amortizing the debt discount and debt issuance costs into interest expense utilizing the effective interest method.

Beginning with the first fiscal quarter ending after the first anniversary of the agreement effective date and as of the last day of each fiscal quarter thereafter, the Company must not permit the Total Leverage Ratio, for any period of four consecutive fiscal quarters ending on the last day of such fiscal quarter, to exceed 8.00 to 1.00; provided, that for purposes of determining the Total Leverage Ratio with respect to any fiscal quarter in which studios that have been closed by government mandate due to COVID-19, EBITDA shall be adjusted by a percentage equal to (1) the excess (if any) of (x) the number of studios that were closed by government mandate due to COVID-19 during such fiscal quarter over (y) the number of studios that were closed by government mandate due to COVID-19 as of the Effective Date, divided by (2) the total number of studios during such fiscal quarter.

 

F-12

Table of Contents

F45 Training Holdings Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

 

First Lien Loan

The Company entered into a senior Secured Credit Agreement, dated as of September 18, 2019 (the “Secured Credit Agreement”), with JPMorgan Chase Bank, N.A., as Administrative Agent, Australian Security Trustee, Lender, Swingline Lender and Issuing Bank, consisting of a $20.0 million revolving credit facility (the “Revolving Facility”) and a $30.0 million term loan facility (the “Term Facility”). Initial borrowings of $30.0 million from the Term Facility and $11.9 million of the availability under the Revolving Facility were used to repay, in full, amounts due to common stockholders as a result of the MWIG transaction. See Note 12—Convertible Preferred Stock and Stockholders’ Deficit for further discussion. The remaining availability under the Revolving Facility may be drawn and used for general corporate purposes. The obligations under the Secured Credit Agreement are guaranteed by certain operating subsidiaries of the Company and secured by a majority of the Company’s assets. The Revolving Facility may be prepaid and terminated by the Company at any time without premium or penalty (subject to customary LIBOR breakage fees).

The Term Facility bears interest at floating rate of LIBOR plus 1.5 percent. The outstanding balance of the Revolving Facility as of March 31, 2021 and December 31, 2020 was $7.0 million. There was no undrawn remaining availability. The Term Facility principal and interest payments are due quarterly in accordance with an amortization schedule with a maturity date of September 18, 2022.

The weighted-average interest rate on the Company’s outstanding debt during the three months ended March 31, 2021 was 10.67%.

The terms of the Secured Credit Agreement require that the Company not permit the fixed charge coverage ratio, as defined within the Secured Credit Agreement, for any period of four consecutive fiscal quarters to be less than 1.25 to 1.00. The Company is also required to maintain a total leverage ratio, as defined within the second amendment to the Secured Credit Agreement, for any period of four consecutive fiscal quarters of less than 7.00 to 1.00. The Company is also required to maintain a Senior Secured Leverage Ratio, as defined within the second amendment to the Secured Credit Agreement, for any period of four consecutive fiscal quarters of less than 2.00 to 1.00. The Secured Credit Agreement also contains other customary non-financial covenants.

On October 25, 2019, the Company entered into an interest rate swap contract (the “Swap Agreement”) with JP Morgan Chase Bank N.A. to fix the interest rate on the Term Facility over the life of the loan. The notional amount of the swap covers the entire $30.0 million borrowings outstanding under the Term Facility. Under the terms of the Swap Agreement, the Term Facility, which formerly accrued interest at a rate of LIBOR plus 1.50%, started effectively accruing interest on the effective date (October 30, 2019) at a fixed rate of 1.74% on an annualized basis.

On June 23, 2020, the Company amended the Secured Credit Agreement to allow it to enter into a definitive agreement with a special purpose acquisition corporation. On October 6, 2020, the Company amended the agreement a second time. Through the second amendment, the Company agreed to convert $8,000,000 of the amount outstanding on the Revolving Facility to be part of the Term Facility. In addition to converting a portion of the Revolving Facility to the Term Facility, the Company agreed to repay $5,000,000 of the principal amount of the Revolving Facility outstanding.

In connection with the second amendment to the Secured Credit Agreement, the Company modified the existing covenants under the Secured Credit Agreement. The total leverage ratio was

 

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Table of Contents

F45 Training Holdings Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

 

modified such that the Company is required to maintain a total leverage ratio, for any period of four consecutive fiscal quarters, of less than 7.00 to 1.00. Prior to the second amendment to the Secured Credit Agreement, the Company was required to maintain a total leverage ratio, for any period of four consecutive fiscal quarters, of less than 2.00 to 1.00. Additionally, the second amendment to the Secured Credit Agreement introduced a new covenant, a senior secured leverage ratio, which requires the Company to maintain a senior secured leverage ratio, for any period of four consecutive fiscal quarters, of less than 2.00 to 1.00. As of March 31, 2021 and December 31, 2020, the Company was in compliance with its covenants.

The interest rate of both the Term Facility and the Revolving facility were amended to 4.00% and 3.00% for Eurodollar loans and letters of credit, and ABR Loans, respectively. The outstanding balance of the Term Facility as of March 31, 2021 and December 31, 2020 was $32.1 million and $33.3 million, respectively, net of unamortized debt issuance costs of $0.3 million and $0.4 million, respectively.

The Company considered if this amendment resulted in the terms of the amended debt being substantially different than those of the original Term Facility and Revolving Facility. As the change in cash flows between the amended and original agreement were less than 10%, the Company determined that there was not a substantial difference between the amended and original agreement. As such, the Company concluded that the amendments resulted in a modification of the debt rather than a debt extinguishment. As the amendments resulted in a modification of the Debt, the Company has capitalized all new lender fees paid and recognize these fees as part of interest expense over the life of the modified debt in accordance with the interest method. Similarly, all unamortized debt issuance costs from the original agreement will continue to be deferred. Conversely, new fees paid to third parties as a result of the modification have been expensed as incurred.

Interest expense recorded on the debt facilities was $8.4 million and 0.4 million for the three months ended March 31, 2021 and March 31, 2020, respectively.

On April 10, 2020, the Company received loan proceeds of approximately $2.1 million under the Paycheck Protection Program (“PPP”). The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), provides for loans to qualifying businesses to help sustain its employee payroll costs, rent, and utilities due to the impact of the recent COVID-19 pandemic. Loans obtained through the PPP are eligible to be forgiven as long as the proceeds are used for qualifying purposes, which include the payment of payroll costs, interest on covered mortgage obligations, rent obligations and utility payments. The receipt of these funds, and the forgiveness of the loan is dependent on the Company having initially qualified for the loan and qualifying for the forgiveness of such loan based on its adherence to the forgiveness criteria. In June 2020, Congress passed the Payroll Protection Program Flexibility Act that made several significant changes to PPP loan provisions, including providing greater flexibility for loan forgiveness. While the Company believes that it qualifies for full forgiveness of the loan, the Company will withdraw its forgiveness application and repay the loan in full in the event the Company consummates the offering.

The Company is using the proceeds from the PPP loan to fund payroll costs in accordance with the relevant terms and conditions of the CARES Act. The Company is following the government guidelines and tracking costs to ensure full forgiveness of the loan. To the extent it is not forgiven, the Company would be required to repay that portion at an interest rate of 1% over a period of 1.5 years, beginning November 2020 with a final installment in April 2025. Any amounts forgiven when the Company is legally released as the primary obligor under the loan will be recognized as a gain from the

 

F-14

Table of Contents

F45 Training Holdings Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

 

extinguishment of the loan in the condensed consolidated statements of operations and comprehensive loss. As of March 31, 2021 and December 31, 2020, long-term portion of the loan was $1.8 million and $1.9 million, respectively.

The following table presents contractually scheduled maturities of our consolidated debt obligations outstanding at March 31, 2021 for the next five years (in thousands).

 

Remainder of 2021

    $ 4,540

2022

      35,560

2023

      571

2024

      576

2025

      237,359
  

 

 

  

Total principal payments

      278,606

Deferred financing costs, net of accumulated amortization

      (4,916 ) 

Discount on debt

      (25,132 ) 
  

 

 

  

Net carrying value

    $ 248,558
  

 

 

  

Note 7—Derivative Instruments

Interest Rate Swap

The Company is subject to interest rate volatility with regard to existing debt. From time to time, the Company enters into swap agreements to manage exposure to interest rate fluctuations.

To hedge the variability in cash flows due to changes in benchmark interest rates, the Company entered into an interest rate swap agreement related to debt issuances. The swap agreement is designated as a cash flow hedge. The derivative’s gain or loss is recorded in OCI and is subsequently reclassified to interest expense over the life of the related debt.

During 2019, the Company entered into an interest rate swap agreement with an aggregate notional amount of $30.0 million related to the $30.0 million 3-year variable-rate term loan due September 18, 2022. Refer to Note 6—Debt, for details of the components of our long-term debt. As of March 31, 2021 and December 31, 2020, the interest rate swap liability was $0.6 million and $0.7 million, respectively.

The following table presents the categories of the Company’s derivative instruments on a gross basis, as reflected in the Company’s condensed consolidated balance sheets. Balances presented below have been classified and presented within the caption other long-term liabilities (in thousands):

 

     As of March 31, 2021     As of December 31, 2020  
     Derivative Liabilities     Derivative Liabilities  
     Current      Long-Term     Current      Long-Term  

Fair Value of Designated Derivatives:

           

Interest Rate Swap

    $ -      $ (589 )    $ -      $ (660 ) 
  

 

 

     

 

 

    

 

 

     

 

 

  

Total Fair Value

    $ -      $ (589 )    $ -      $ (660 ) 
  

 

 

     

 

 

    

 

 

     

 

 

  

 

F-15

Table of Contents

F45 Training Holdings Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

 

The Company recognized an unrealized gain of $0.1 million and unrealized loss of $0.9 million on this instrument in the three months ended March 31, 2021 and 2020, respectively. The unrealized gain and loss have been presented within OCI in the condensed consolidated statements of operations and comprehensive loss.

Embedded Derivatives

As discussed in Note 6—Debt, in October 2020 the Company entered into a subordinated

convertible debt agreement (the “Convertible Notes”) whereby the Company issued $100 million of

Convertible Notes to certain holders maturing on September 30, 2025. These notes can be converted into common shares of the Company at the holders’ option. The Company has analyzed the

conversion and redemption features of the agreement and determined that certain of the embedded

features should be bifurcated and classified as derivatives. The Company has bifurcated the following

embedded derivatives: (i) Liquidity Event Conversion Option; (ii) Liquidity Event Redemption Option;

and (iii) QPO Redemption Option.

The $27.8 million initial fair value of the embedded derivatives for the Convertible Notes has been

recorded as a debt discount along with a corresponding liability on the Company’s consolidated balance sheets. The initial debt discount is not subsequently re-valued and is being amortized using

the effective interest method over the life of the Convertible Notes. The derivative liabilities are

classified in the condensed consolidated balance sheets as non-current as the Company is not required to net cash settle within 12 months of the balance sheet date and are marked-to-market at each reporting period with changes in fair value recorded within “Loss on derivative liabilities, net” in the condensed consolidated statements of operations and comprehensive loss.

The Company fair values the embedded derivatives using the Bond plus Black-Scholes option pricing model because it believes that this technique is reflective of all significant assumption types, and ranges of assumption inputs, that market participants would likely consider in transactions involving compound embedded derivatives.

The following table sets forth the inputs to the Bond plus Black-Scholes option pricing model that

were used to value the embedded conversion and redemption features derivatives:

 

     As of March 31, 2021  
     Risk-free rate      Volatility      Term (years)      Dividend yield  

Liquidity event

      0.05%-0.78%        38.9%        2.75        -    

QPO event

      0.05%-0.78%        27.0%        0.50        -    

 

     As of December 31, 2020  
     Risk-free rate      Volatility      Term (years)      Dividend yield  

Liquidity event

      0.10%-0.34%        37.4%        3.00        -    

QPO event

      0.10%-0.34%        34.8%        0.75        -    

 

F-16

Table of Contents

F45 Training Holdings Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

 

The following table summarizes the derivative liabilities included in the consolidated balance

sheets at March 31, 2021 (in thousands):

 

Fair Value of Embedded Derivative Liabilities (Level 3 Inputs):

   

Balance at January 1, 2020

    $ -  

Initial measurement on October 6, 2020

      (27,822 ) 

Change in fair value

      (8,818 ) 
  

 

 

  

Balance at December 31, 2020

      (36,640 ) 

Change in fair value

      (25,505 ) 
  

 

 

  

Balance at March 31, 2021

    $ (62,145 ) 
  

 

 

  

Note 8—Fair Value

The following table presents the Company’s liabilities accounted for at fair value on a recurring basis as of March 31, 2021 and December 31, 2020 (in thousands). None of the Company’s assets are currently accounted for at fair value on a recurring basis.

 

     As of March 31, 2021  
     Level 1      Level 2     Level 3     Total  

Liabilities

          

Interest rate swap

    $ -        $ (589 )    $ -       $ (589 ) 

Derivative liability

      -          -         (62,145 )      (62,145 ) 
  

 

 

     

 

 

    

 

 

    

 

 

  

Total Liabilities

    $ -      $ (589 )    $ (62,145 )    $ (62,734 ) 
  

 

 

     

 

 

    

 

 

    

 

 

  
     As of December 31, 2020  
     Level 1      Level 2     Level 3     Total  

Liabilities

          

Interest rate swap

    $ -      $ (660 )    $ -     $ (660 ) 

Derivative liability

         -       (36,640 )      (36,640 ) 
  

 

 

     

 

 

    

 

 

    

 

 

  

Total Liabilities

    $ -      $ (660 )    $ (36,640 )    $ (37,300 ) 
  

 

 

     

 

 

    

 

 

    

 

 

  

The inputs for determining fair value of the interest rate swap are classified as Level 2 inputs. Level 2 fair value is based on estimates using standard pricing models. These standard pricing models use inputs which are derived from or corroborated by observable market data such as interest rate yield curves, index forward curves, discount curves, and volatility surfaces.

Credit risk relates to the risk of loss resulting from the non-performance or non-payment by the Company’s counterparties in connection with contractual obligation. Risk around counterparty performance and credit could ultimately impact the amount and timing of cash flows. The Company believes it has appropriately addressed any credit risk due to the financial standing of the counterparties with which it trades. The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the balance sheet.

The inputs for determining fair value of the embedded conversion and redemption features of the Company’s convertible notes are classified as Level 3 inputs, refer to Note 7—Derivative Instruments for further discussion related to the accounting for these instruments.

 

F-17

Table of Contents

F45 Training Holdings Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

 

Note 9—Income taxes

For interim reporting periods, the Company’s provision for income taxes is calculated using its annualized estimated effective tax rate for the year. This rate is based on its estimated full-year income and the related income tax expense for each jurisdiction in which the Company operates. Changes in the geographical mix, permanent differences or the estimated level of annual pre-tax income can affect the effective tax rate. This rate is adjusted for the effects of discrete items occurring in the period.

(Benefit) provision for income taxes

The benefit for income taxes was $0.4 million for the three months ended March 31, 2021, compared with the provision for income taxes of less than $0.1 million for the three months ended March 31, 2020. The effective tax rate for the three months ended March 31, 2021 of 1.1% differed from the U.S. statutory tax rate of 21% primarily due to state taxes, the foreign tax rate differential and by current period losses incurred by F45 Holdings Inc. not benefited due to its full valuation allowance. The effective tax rate for the three months ended March 31, 2020 of (1.38)% differed from the U.S. statutory tax rate of 21% primarily due to state taxes, foreign jurisdiction earnings taxes at different rates, and interest and penalties for uncertain tax positions.

Note 10—Related party transactions

As discussed in Note 1—Description of the business and basis of presentation, due to the repurchase of the Company’s shares from two primary directors that occurred in October 6, 2020, the Company no longer considers these two directors as related parties from October 6, 2020 onward.

The Company has a management service agreement with Group Training, LLC and its subsidiaries (collectively “Group Training”) under which the Company provides operational and administrative support services to Group Training. Group Training is owned by certain existing stockholders that are executive officers and directors of the Company, through which, they operate one F45 studios in the United States. As of March 31, 2021 and December 31, 2020, the Company had receivables related to fees under this management service agreement of $0.4 million and $0.4 million, respectively. These amounts are included in due from related parties on the condensed consolidated balance sheets. The Company did not recognize any franchise revenue related to fees under this management service agreement during the three months ended March 31, 2021 and 2020.

During the three months ended March 31, 2021 and 2020, the Company also recognized no franchise revenue and $0.1 million franchise revenue, respectively, from studios owned by Group Training. As of March 31, 2021 and December 31, 2020, the Company had outstanding receivables from these studios of approximately $0.1 million and $0.4 million, respectively. With respect to these transactions, the Company has presented the revenue recognized during these periods in franchise revenue and equipment and merchandise revenue and the related expenses in selling, general and administrative expenses in the condensed consolidated statements of operations and comprehensive loss.

During the three months ended March 31, 2021 and 2020, the Company recognized less than $0.1 million and no franchise revenue, respectively, from studios owned by Messrs. Wahlberg and Raymond. As of March 31, 2021 and December 31, 2020, the Company had less than $0.1 million and no outstanding receivables, respectively. With respect to these transactions, the Company has presented the revenue recognized during these periods in franchise revenue and equipment and

 

F-18

Table of Contents

F45 Training Holdings Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

 

merchandise revenue and the related expenses in selling, general and administrative expenses in the consolidated statements of operations and comprehensive loss.

During the three months ended March 31, 2021 and 2020, the Company recognized less than $0.1 million and no franchise revenue, respectively, from studios owned by an entity in which an existing stockholder that is an executive officer and director of the Company holds a 10% ownership interest. As of March 31, 2021 and December 31, 2020, the Company had $0.2 million and no outstanding receivables from these studios, respectively. With respect to these transactions, the Company has presented the revenue recognized during these periods in franchise revenue and equipment and merchandise revenue and the related expenses in selling, general and administrative expenses in the condensed consolidated statements of operations and comprehensive loss.

During the three months ended March 31, 2021 and 2020, the Company incurred expenses totaling approximately $0.9 million and $1.1 million, respectively, in connection with certain shipping and logistic services from a third-party vendor that is owned by an immediate family member of an executive officer of the Company. As of March 31, 2021 and December 31, 2020, the Company had approximately $0.6 million and $0.3 million of outstanding payables to the third-party vendor. The Company has presented the expenses incurred during these periods in cost of equipment and merchandise revenue in the condensed consolidated statements of operations and comprehensive loss.

During the year ended December 31, 2019 a member of the Board of Directors signed agreements to acquire three F45 studios in the United States. For the three months ended March 31, 2021 and 2020, the studio recognized less than $0.1 million and no franchise revenue and equipment and merchandise revenue, respectively. As of March 31, 2021 and December 31, 2020, the Company had outstanding receivables from these studios of less than $0.1 million and $0.1 million, respectively. These franchise arrangements were transacted at arm’s length pricing with standard contractual terms.

During the three months ended March 31, 2021, the Company recognized franchise revenue and equipment and merchandise revenue totaling less than $0.1 million from two studios owned by employees. The Company had no studio owned by employees for the three months ended March 31, 2020. As of March 31, 2021 and December 31, 2020, the Company had no receivables outstanding related to this revenue.

Transaction with LIIT LLC

On June 23, 2020, the Company entered into an Asset Transfer and Licensing Agreement with LIIT LLC (“LIIT”) an entity wholly-owned by Adam Gilchrist (F45’s Co-Founder and Chief Executive Officer). Pursuant to this agreement, F45 will sell to LIIT certain at-home exercise equipment packages (including the intellectual property rights thereto) for $1.0 million payable on or before December 31, 2020. LIIT assumes all outstanding rights and obligations related to these exercise equipment packages from F45. In addition, pursuant to this agreement, LIIT will receive access to F45’s library of programming related to existing and future fitness content for the duration of the license period of 10 years. In exchange for this license, LIIT will pay F45 an annual license fee equal to the greater of (a) $1.0 million and (b) 6% of the annual gross revenue of LIIT, less any payments made by LIIT to third parties in connection with the sale of such exercise equipment packages. This agreement will expire on July 1, 2030, unless otherwise terminated upon mutual agreement of F45 and LIIT. Upon termination or expiration of this agreement, LIIT must: (i) immediately cease all use and application of the licensed

 

F-19

Table of Contents

F45 Training Holdings Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

 

intellectual property; (ii) promptly return to F45, or otherwise dispose of as F45 may instruct, all documents, databases, lists and materials (whether hard copy or electronic form) including any advertising and promotion material, labels, tags, packaging material, advertising and promotional matter and all other material relating to the licensed intellectual property in the possession or control of LIIT; and (iii) immediately cease to hold itself out as having any rights in relation to the licensed intellectual property from the date of termination.

The Company recognized no revenue and cost of sales in conjunction with the transaction with LIIT LLC during the three months ended March 31, 2021. The outstanding receivable balance as of March 31, 2021 was $0.5 million. The Company received payment of $1.0 million relating to the outstanding receivable in March 2021.

Related party franchise arrangements were transacted at arm’s length pricing with standard contractual terms.

Note 11—Commitments and contingencies

Litigation

Where appropriate, the Company establishes accruals in accordance with FASB guidance over loss contingencies (ASC 450). As of March 31, 2021, the Company had established a litigation accrual of $4.1 million in accounts payable and accrued expenses for claims brought against the Company in the ordinary course of business. Our accruals for loss contingencies are reviewed quarterly and adjusted as additional information becomes available. The Company discloses the amount accrued if the Company believes it is material or if the Company believes such disclosure is necessary for our financial statements to not be misleading. If a loss is not both probable and reasonably estimable, or if an exposure to loss exists in excess of the amount previously accrued, the Company assesses whether there is at least a reasonable possibility that a loss, or additional loss, may have been incurred, and the Company adjusts the accruals and disclosures accordingly. The Company does not presently believe that the ultimate resolution of the foregoing matters will have a material adverse effect on the Company’s results of operations, financial condition, or cash flows. The outcome of litigation and other legal and regulatory matters is inherently uncertain, however, and it is possible that one or more of the legal matters currently pending or threatened could have a material adverse effect on our liquidity, consolidated financial position, and/or results of operations.

Lease commitments

The Company leases five office buildings in the United States and other international locations. Future minimum lease payments, which include non-cancelable operating leases at March 31, 2021, are as follows (in thousands):

 

     Operating Leases  

Remainder of 2021

    $ 1,639  

2022

      2,175  

2023

      2,051  

2024

      1,962  

2025

      2,012  

Thereafter

      6,411  
  

 

 

  

Total Minimum Lease Payments

    $ 16,250  
  

 

 

  

 

F-20

Table of Contents

F45 Training Holdings Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

 

Rent expense for all operating leases was approximately $0.2 million and $0.2 million for the three months ended March 31, 2021 and 2020, respectively.

As of March 31, 2021, the Company had an outstanding guarantee of $3.0 million in aggregate total for lease payments over 10 years for a franchisee’s studio lease in the state of California.

On December 21, 2020, the Company entered into a lease agreement with CIM Urban REIT Properties IX, L.P. to lease an office building in Austin, Texas. The lease term expires on the last day of the 96th lease month from the Rent Commencement Date, as defined in the lease agreement. In the event that the Company does not achieve earnings before interest, taxes, depreciation and amortization (“EBITDA”) of $20.0 million for the period from January 1, 2021 through June 30, 2021, the Company shall post an additional conditional deposit of $1.0 million on or before September 30, 2021 (“First Conditional Deposit”) as additional security for the Company’s obligations under the lease. In the event that the Company does not achieve EBITDA of $53.0 million for the period from January 1, 2021 through December 31, 2021, the Company shall deposit an additional deposit of $1.0 million on or before April 30, 2022 (“Second Conditional Deposit”). The Company is not obligated to deposit the Second Conditional Deposit, regardless of the Company’s EBITDA for the year ended December 31, 2021, in the event that the Company deposits the First Conditional Deposit. As of March 31, 2021, no deposit has been made by the Company.

2020 Promotional Agreements

On October 15, 2020, the Company entered into promotional agreement with ABG-Shark, LLC. Pursuant to this agreement, Greg Norman will provide certain promotional services to the Company in exchange for annual compensation. In addition, should the Company become publicly traded, ABC-Shark would be entitled to receive additional performance-based cash compensation based on the Company’s enterprise value. On the same date, Malibu Crew, LLC, a subsidiary of the Company, also entered into a promotional agreement with Greg Norman, whereby, he will provide certain promotional and marketing services to the Company in exchange for equity compensation equal to 15% of the fair market value of Malibu Crew. As of March 31, 2021, no definitive partnership agreement has been reached with Malibu Crew. Both of these promotional agreements expire on October 14, 2025. It is not currently possible to determine the amounts of additional performance-based cash compensation and equity compensation that the Company will ultimately be required to pay under these two agreements as they are subject to many variables.

On November 24, 2020, the Company entered into a promotional agreement with DB Ventures Limited (“DB Ventures”). Pursuant to this agreement, DB Ventures will provide certain promotional services to the Company in exchange for annual compensation. In addition, for the use of certain image rights over the contractual term, DB Ventures is entitled to a $10 million cash payment if the Company is not publicly traded within 12 months from the execution of this agreement. If the Company were to become publicly traded within 12 months from the execution of this agreement, DB Ventures is entitled to receive the greater of 1% of the Company’s issued and outstanding common stock or $5 million on the six- and 12-month anniversaries of the Company becoming publicly traded. This agreement will expire on December 5, 2025. The Company will recognize expenses related to promotional activities and image rights under this agreement ratably over the five-year contractual term. As part of the agreement, the Company is obligated to create two F45 studios for DB Ventures who will then have the option to take ownership of the studios upon termination of the agreement for no additional service or consideration. As of March 31, 2021, these studio and related lease agreements

 

F-21

Table of Contents

F45 Training Holdings Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

 

had yet to commence. For the three months ended March 31, 2021, the Company recorded $0.5 million in expense related to this agreement.

Note 12—Convertible Preferred Stock and Stockholders’ Deficit

Issuance of convertible preferred stock and common stock

In connection with the transaction with MWIG described in Note 1—Nature of the business and basis of presentation, the Company amended its articles of incorporation and authorized 108,000,000 shares of common stock with a par value of $0.00005, and 11,000,000 shares of preferred stock, with a par value of $0.0001. As of March 31, 2021 and December 31, 2020, the Company had 29,281,514 shares of common stock and 9,854,432 shares of convertible preferred stock issued and outstanding.

As part of the transaction with MWIG and in return for Flyhalf Acquisition Company Pty Ltd acquiring 100% of the shares in F45 Aus Hold Co, the Company issued 58,000,000 of its common stock to F45 Aus Hold Co’s existing stockholders. In addition, Flyhalf Acquisition Company Pty Ltd made a payment to F45 Aus Hold Co’s existing stockholders of $100 million.

The payment of $100 million was funded by MWIG, subscribing for 10,000,000 shares of preferred stock at $10 per share in the Company. This amount was ultimately paid to F45 Aus Hold Co’s existing stockholders pro rata in proportion to their interests in F45 Aus Hold Co. Further, Flyhalf Acquisition Company Pty Ltd issued $50.0 million secured promissory notes to F45 Aus Hold Co’s existing stockholders pro rata in proportion to their interests in F45 Aus Hold Co (the “Sellers Notes”). The $100.0 million payment, $50.0 million Sellers Notes and related interest thereon have been recorded as a dividend in the consolidated statements of changes in convertible preferred stock and stockholders’ deficit during the year ended December 31, 2019. In addition to the initial issue of 10,000,000 shares of Preferred Stock, MWIG was granted an option to acquire an additional 1,000,000 shares of Preferred Stock for $10 per share under the Share Purchase Agreement. The $10.0 million in funds raised by the issue of the additional Preferred Stock were used in full to partially settle the outstanding Sellers Notes.

On December 30, 2020, MWIG converted 1,145,568 shares of preferred stock of the Company into 3,181,514 shares of common stock of the Company and sold those shares of common stock to affiliates of L1 Capital Fund, an Australian based global fund manager.

The rights and features of the Company’s preferred stock are as follows:

Dividends

The Company shall not declare, pay or set aside any dividends on shares of any other class or series of capital stock of the Company (other than stock dividends) unless the holders of the preferred stock then outstanding shall first receive, or simultaneously receive, a dividend on each outstanding share of preferred stock in an amount at least equal to the product of (1) the dividend payable on each share of such class or series determined, if applicable, as if all shares of such class or series had been converted into common stock and (2) the number of shares of common stock issuable upon conversion of a share of preferred stock.

Liquidation

Upon the occurrence of a deemed liquidation event, as defined in the Company’s Amended and Restated Certificate of Incorporation, the holders of preferred stock shall be entitled to receive, before

 

F-22

Table of Contents

F45 Training Holdings Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

 

any distribution or payment to the holders of common stock, an amount equal to the greater of (1) preferred stock issue price per share for such preferred stock, as adjusted to reflect any combination or subdivision, stock dividend or other similar recapitalization, plus declared but unpaid dividends, if any, on such shares, and (2) the amount per share of common stock to which the holder would be entitled had all outstanding Preferred Stock shares been converted to common stock immediately before the distribution. After the distributions or payments to the holders of preferred stock have been paid in full, the entire remaining assets and funds, if any, will be distributed ratably among the holders of common stock in proportion to the number of shares of common stock held by them.

Conversion

The holder of each share of preferred stock has the option to convert the share at any time, into the number of fully paid and non-assessable shares of common stock that results from dividing the preferred stock issue price for the preferred stock share by the preferred stock conversion price that is in effect at the time of conversion. In addition, on (i) the consummation of Qualified Public Offering (as defined in the Company’s Amended and Restated Certificate of Incorporation) or (ii) with the consent of the holders of a majority of the outstanding shares of preferred stock, each share of preferred stock will be automatically converted. The preferred stock conversion price should initially be equal to the preferred stock issue price but subject to special adjustment upon either a Qualified Public Offering, a deemed liquidation event or a fair market value determination (each a “Conversion Price Adjustment Event”). Upon the occurrence of a Conversion Price Adjustment Event, the conversion price will be adjusted based on a formula, as defined in the Company’s Amended and Restated Certificate of Incorporation, which results in reductions to the preferred stock conversion price and additional value to the holder based on higher enterprise value; provided that in no event shall the preferred stock conversion price exceed $10.00 or be less than $7.2014 (subject to appropriate adjustment in the event of any combination or subdivision, stock dividend or other similar recapitalization).

Voting rights

The holders of preferred, on an as-converted basis, and common stock vote together as a single class, except with respect to certain matters specified in the Company’s Amended and Restated Certificate of Incorporation that require the separate approval of the holders of preferred stock.

The Company classifies the preferred stock in temporary equity in accordance with ASC 480-10-S99 because the preferred stock is redeemable for cash or other assets of the Company upon a Deemed Liquidation Event (as defined in the Company’s Amended and Restated Certificate of Incorporation) that are not solely within the control of the Company. The net carrying amount of the preferred stock is not currently accreted to a redemption value because the preferred stock is not currently redeemable or probable of becoming redeemable in the future.

Note 13—Stock-based compensation

Issuance of restricted stock units

In connection with the transaction with MWIG described in Note 1—Nature of the business and basis of presentation, on March 15, 2019, the Company entered into a promotional agreement with Mark Wahlberg (“Mr. Wahlberg”), a member of the Company’s Board of Directors and an investor in MWIG, pursuant to which Mr. Wahlberg agreed to provide promotional services to the Company. In exchange for the agreed upon services provided in the promotional agreement, the Company issued 2,738,648 restricted stock units to Mr. Wahlberg.

 

F-23

Table of Contents

F45 Training Holdings Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

 

The restricted stock units vest based on the Company attaining certain valuation thresholds upon a vesting event, defined as: (i) a deemed liquidation event or change in control; (ii) the closing of a financing transaction including the sale, issuance or redemption of the Company’s (or one of its subsidiaries) equity securities, and any initial public offering; or (iii) at any time that the Company’s common stock is publicly traded, with the Company’s equity value exceeding the following thresholds:

 

Company
Equity Value
Threshold

    Potential Restricted
Stock Units Vested		  

$1.0 billion

      912,882  

$1.5 billion

      912,882  

$2.0 billion

      912,884  

The Company determined that the restricted stock units are equity classified awards that contain both performance (deemed liquidation event, closing of a financing transaction or the public trading of the Company’s common stock) and market conditions (achievement of prescribed Company equity values) in order for the units to vest. As the achievement of the performance condition is not probable until one of the vesting events has occurs, no stock-based compensation expense was recognized during the three months ended March 31, 2021 and 2020 related to these awards.

Upon achievement of a performance condition and the Company reaching a prescribed company equity value threshold, the Company will recognize the grant date fair value of all vested restricted stock units immediately as stock- based compensation cost. In the event that a performance condition were achieved and the Company did not reach a prescribed company equity value threshold, none of these restricted stock units will have vested, however, the grant date fair value of these units will be recognized as compensation expense as of the date of the achievement of the performance condition as long as Mr. Wahlberg renders the requisite service under the terms of the promotional agreement.

The weighted-average grant date fair value of the restricted stock units was $0.38 as of the grant date. There were no restricted stock units that vested or were cancelled or forfeited during the three months ended March 31, 2021 and 2020. In addition, there were no restricted stock units granted during the three months ended March 31, 2021 and 2020. As of March 31, 2021, there was approximately $1.0 million of unrecognized stock-based compensation expense related to the unvested restricted stock units. There was no stock compensation expense recorded for the three months ended March 31, 2021 and 2020. The Company determined the fair value of the restricted stock units using a Monte-Carlo simulation in a risk-neutral framework considering both an initial public offering and a Company sale scenario with an implied equity value based upon the $10 preferred stock price. The other significant assumptions used in the analysis were as follows:

 

Scenario:

    IPO     Sale  

Probability

      50.0 %      50.0 % 

Term (years)

      0.75       3.50  

Remaining Term of the RSUs (years)

      5.00       3.50  

Dividend Yield

      -   %      -   % 

Risk-free rate

      2.4 %      2.4 % 

Volatility

      35.0 %      35.0 % 

 

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F45 Training Holdings Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

 

Note 14—Basic and diluted net loss per share

The computation of net loss per share and weighted average shares of the Company’s common stock outstanding for the periods presented are as follows (in thousands, except share and per share data):

 

    For the Three Months Ended
March 31,		  
    2021     2020  

Numerator:

    

Net loss

   $ (36,845 )    $ (733 ) 

Net loss allocated to participating preferred shares

     -         -    
 

 

 

    

 

 

  

Net loss attributable to common stockholders—basic and diluted

   $ (36,845 )    $ (733 ) 
 

 

 

    

 

 

  

Denominator:

    

Weighted average common shares outstanding—basic and diluted

     29,281,514       58,000,000

Loss per share:

    

Basic and diluted

   $ (1.26 )    $ (0.01 ) 

Anti-dilutive securities excluded from diluted loss per share:

    

Convertible preferred stock

     9,854,432       11,000,000  

Restricted stock units

     2,738,648       2,738,648

Convertible notes

     5,856,302     -    
 

 

 

    

 

 

  

Total

     18,449,382       13,738,648  
 

 

 

    

 

 

  

Note 15—Segment and geographic area information

The Company’s operating segments align with how the Company manages its business interacts with its franchisees on a geographic basis. F45 is organized by geographic region based on the Company’s strategy to become a globally recognized brand. F45 has three reportable segments: United States, Australia and Rest of World. The Company refers to “Australia” as the operations in Australia, New Zealand and the immediately surrounding island nations. The Company refers to “Rest of World” as the operations in locations other than the United States and Australia. The Company’s Chief Operating Decision Maker (“CODM”) group is comprised of two executive officers, Messrs. Adam Gilchrist and Chris Payne. Segment information is presented in the same manner that the Company’s CODM reviews the operating results in assessing performance and allocating resources. The CODM reviews revenue and gross profit for each of the reportable segments. Gross profit is defined as revenue less cost of revenue incurred by the segment.

The Company does not allocate assets at the reportable segment level as these are managed on an entity wide group basis.

 

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F45 Training Holdings Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

 

The following is key financial information by reportable segment which is used by management in evaluating performance and allocating resources:

 

    For the Three Months Ended
March 31, 2021		     For the Three Months Ended
March 31, 2020		  
    Revenue     Cost of revenue     Gross profit     Revenue     Cost of revenue     Gross profit  
United States:            

Franchise

   $ 7,015   $ 1,022   $ 5,993   $ 8,248   $ 2,931   $ 5,317

Equipment and merchandise

     2,481     1,478     1,003     6,079     3,026     3,053
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  
  $ 9,496   $ 2,500   $ 6,996   $ 14,327   $ 5,957   $ 8,370
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  
Australia:            

Franchise

   $ 3,289   $ 178   $ 3,111   $ 2,751   $ 159   $ 2,592

Equipment and merchandise

     839     807     32     1,518     1,282     236
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  
  $ 4,128   $ 985   $ 3,143   $ 4,269   $ 1,441   $ 2,828
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  
Rest of World:            

Franchise

   $ 2,852   $ 14   $ 2,838   $ 2,639   $ 94   $ 2,545

Equipment and merchandise

     1,715     896     819     3,607     2,023     1,584
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  
  $ 4,567   $ 910   $ 3,657   $ 6,246   $ 2,117   $ 4,129
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  
Consolidated:            

Franchise

   $ 13,156   $ 1,214   $ 11,942   $ 13,638   $ 3,184   $ 10,454

Equipment and merchandise

     5,035     3,181     1,854     11,204     6,331     4,873
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  
  $ 18,191   $ 4,395   $ 13,796   $ 24,842   $ 9,515   $ 15,327
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Selling, general and administrative expenses, other expenses, and taxes are not allocated to individual segments as these are managed on an entity wide group basis. The reconciliation between reportable segment gross profit to condensed consolidated net loss is as follows (in thousands):

 

     For the Three Months Ended
March 31,		  
             2021                     2020          

Segment gross profit

    $ 13,796   $ 15,327

Selling, general and administrative expenses

      16,828     13,991

Loss on derivative liabilities, net

      25,505     -    

Interest expense, net

      8,415     378

Other expense, net

      291       1,681

(Benefit) provision for income taxes

      (398 )     10
  

 

 

    

 

 

  

Net loss

    $ (36,845 )    $ (733 ) 
  

 

 

    

 

 

  

As of March 31, 2021 and December 31, 2020, the Company’s long-lived asset balances were not significant.

Note 16—Subsequent events

The Company has evaluated subsequent events from March 31, 2021 through June 18, 2021, the date on which the March 31, 2021 condensed consolidated financial statements were available for

 

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F45 Training Holdings Inc.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

 

issuance, and has determined that there are no subsequent events requiring adjustments to or disclosure in the condensed consolidated financial statements, other than as discussed below. The Company has also evaluated subsequent events through July 6, 2021 for the effects of the stock split described in Note 2.

In April 2021, the Company entered into an intellectual property license agreement with FW SPV II LLC (“FW SPV”), a Delaware limited liability company, regarding certain intellectual property previously owned by Flywheel Sports, Inc. (“Flywheel IP”). The license agreement is for a period of five years at a rate of $5 million per year. Also, on March 31, 2021, the Company entered into an asset purchase agreement with FW SPV, whereby the Company can acquire the rights to the Flywheel IP upon the occurrence of certain circumstances for $25.0 million.

On April 12, 2021, the Company entered into a promotional agreement with Magic Johnson Entertainment (“MJE”). Pursuant to this agreement, MJE will provide certain promotional services to the Company in exchange for compensation. In addition, should the Company become publicly traded, MJE would be entitled to receive performance-based equity compensation. The Company is still evaluating the accounting impact of this arrangement. The agreement between the Company and MJE terminates on January 23, 2026.

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

F45 Training Holdings Inc.

Austin, Texas

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of F45 Training Holdings Inc. and subsidiaries (the “Company”) as of December 31, 2020 and 2019, the related consolidated statements of operations and comprehensive loss, changes in convertible preferred stock and stockholders’ deficit, and cash flows for each of the two years in the period ended December 31, 2020, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019 and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Deloitte & Touche LLP

Costa Mesa, California

May 12, 2021 (July 6, 2021 as to the effect of the stock split described in Note 2)

We have served as the Company’s auditor since 2019.

 

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F45 Training Holdings Inc.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share amounts and share data)

 

     December 31,  
     2020     2019  

Assets

     

Current assets:

     

Cash and cash equivalents

    $ 28,967     $ 8,267  

Accounts receivable, net

      9,582       9,898  

Due from related parties

      2,406       830  

Inventories

      4,485       5,375  

Deferred costs

      1,616       1,179  

Prepaid expenses

      2,891       3,553  

Other assets

      2,452       5,514  
  

 

 

    

 

 

  

Total current assets

      52,399       34,616  

Property and equipment, net

      884       732  

Deferred tax assets, net

      7,096       4,231  

Intangible assets, net

      1,758       1,262  

Deferred costs, net of current

      11,215       8,774  

Other long-term assets

      5,165       345  
  

 

 

    

 

 

  

Total assets

    $ 78,517     $ 49,960  
  

 

 

    

 

 

  
Liabilities, convertible preferred stock and stockholders’ deficit
Current liabilities:		     

Accounts payable and accrued expenses

    $ 18,657     $ 18,562  

Deferred revenue

      3,783       6,176  

Interest payable

      250       -    

Current portion of long-term debt

      5,847       2,927  

Income taxes payable

      3,499       5,986  
  

 

 

    

 

 

  

Total current liabilities

      32,036       33,651  

Other long-term liabilities

      4,890       1,662  

Deferred revenue, net of current

      10,312       17,765  

Long-term derivative liability

      36,640       -    

Long-term debt, net of current

      236,186       37,977  
  

 

 

    

 

 

  

Total liabilities

      320,064       91,055  

Convertible preferred stock, USD $0.0001 par value; 9,854,432 and 11,000,000 shares issued and outstanding as of December 31, 2020 and December 31, 2019, respectively (Note 12)

      98,544       110,000  

Stockholders’ deficit

     

Common stock, USD $0.00005 par value; 29,281,514 and 58,000,000 shares issued and outstanding as of December 31, 2020 and December 31, 2019, respectively

      1       3  

Additional paid-in capital

      11,456       -    

Accumulated other comprehensive loss

      (982 )      (541 ) 

Accumulated deficit

      (175,846 )      (150,557 ) 

Less: Treasury stock

      (174,720 )      -    
  

 

 

    

 

 

  

Total stockholders’ deficit

      (340,091 )      (151,095 ) 
  

 

 

    

 

 

  

Total liabilities, convertible preferred stock and stockholders’ deficit

    $ 78,517     $ 49,960  
  

 

 

    

 

 

  

The accompanying notes are an integral part of these consolidated financial statements.

 

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F45 Training Holdings, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(in thousands, except share and per share amounts)

 

     Year Ended December 31,  
     2020     2019  

Revenues:

     

Franchise (Related party: $340 and $883 for 2020 and 2019, respectively)

    $ 52,555     $ 42,897  

Equipment and merchandise (Related party: $116 and $122 for 2020 and 2019, respectively)

      29,758       49,793  
  

 

 

    

 

 

  

Total revenues

      82,313       92,690  

Costs and operating expenses:

     

Cost of franchise revenue (Related party: $0 and $140 for 2020 and 2019, respectively)

      7,937       11,310  

Cost of equipment and merchandise (Related party: $4,067 and $2,702 for 2020 and 2019, respectively)

      21,713       26,678  

Selling, general and administrative expenses

      57,827       41,126  

Forgiveness of loans to directors

      -         22,263  
  

 

 

    

 

 

  

Total costs and operating expenses

      87,477       101,377  

Loss from operations

      (5,164 )      (8,687 ) 

Loss on change in value of derivative liabilities

      8,818       -    

Interest expense, net

      9,399       414  

Other (income) expense, net

      (1,154 )      384  
  

 

 

    

 

 

  

Loss before income taxes

      (22,227 )      (9,485 ) 

Provision for income taxes

      3,062       3,117  
  

 

 

    

 

 

  

Net loss

    $ (25,289 )    $ (12,602 ) 
  

 

 

    

 

 

  

Other comprehensive loss

     

Unrealized loss on interest rate swap, net of tax

      (533 )      (127 ) 

Foreign currency translation adjustment, net of tax

      92       (682 ) 
  

 

 

    

 

 

  

Comprehensive loss

    $ (25,730 )    $ (13,411 ) 
  

 

 

    

 

 

  

Net loss per share

     

Basic and diluted

    $ (0.50 )    $ (0.22 ) 

Weighted average shares outstanding

     

Basic and diluted

      50,434,598       58,000,000  

 

The accompanying notes are an integral part of these consolidated financial statements.

 

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F45 Training Holdings Inc.

CONSOLIDATED STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT

(in thousands, except share amounts)

 

    Convertible
Preferred Stock		     Common Stock     Additional
Paid-In
Capital		     Treasury
Stock		     Accumulated
Other
Comprehensive
Income (Loss)		     Loans to
directors		     Retained
earnings
(accumulated
deficit)		     Total
Stockholders’
Deficit		  
    Shares     Amount     Shares     Amount  

Balances at December 31, 2018

     -       $ -         58,000,000     $ 3     $ 76     $ -       $ 268     $ (22,661 )    $ 13,824     $ (8,490 ) 

Net loss

     -         -         -         -         -         -         -         -         (12,602 )      (12,602 ) 

Issuance of convertible preferred shares

     11,000,000       110,000       -         -         -         -         -         -         -         -    

Dividends paid to existing stockholders

     -         -         -         -         (76 )      -         -         -         (151,779 )      (151,855 ) 

Issuance of loans to directors

     -         -         -         -         -         -         -         (795 )      -         (795 ) 

Forgiveness of loans to directors

     -         -         -         -         -         -         -         23,456       -         23,456  

Unrealized loss on interest rate swap

     -         -         -         -         -         -         (127 )      -         -         (127 ) 

Cumulative translation adjustment, net of tax

     -         -         -         -         -         -         (682 )      -         -         (682 ) 
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Balances at December 31, 2019

     11,000,000     $ 110,000       58,000,000     $ 3     $ -       $ -       $ (541 )    $ -       $ (150,557 )    $ (151,095 ) 

Net loss

     -         -         -         -         -         -         -         -         (25,289 )      (25,289 ) 

Conversion of preferred shares

     (1,145,568 )      (11,456 )      3,181,514       -         11,456       -         -         -         -         11,456  

Repurchase of common stock

     -         -         (31,900,000 )      (2 )      -         (174,720 )      -         -         -         (174,722 ) 

Unrealized loss on interest rate swap

     -         -         -         -         -         -         (533 )      -         -        
 (533
 ) 

Cumulative translation adjustment, net of tax

     -         -         -         -         -         -         92       -         -         92  
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

Balances at December 31, 2020

     9,854,432     $ 98,544       29,281,514     $ 1     $ 11,456     $ (174,720 )    $ (982 )    $ -       $ (175,846 )    $ (340,091 ) 
 

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

  

The accompanying notes are an integral part of these consolidated financial statements.

 

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F45 Training Holdings Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

 

    Year Ended December 31,  
            2020                     2019          

Cash flows from operating activities

    

Net loss

   $ (25,289 )    $ (12,602 ) 

Net cash (used in) provided by operating activities

    

Depreciation

     371       229  

Amortization of intangible assets

     719       394  

Amortization of deferred costs

     1,558       919  

Provision for inventories

     168       -    

Accretion of debt discount

     1,315       -    

Loss on derivative liabilities

     8,818       -    

Write-off of deferred offering costs

     6,671       -    

Paid-in kind interest

     5,868       -    

Bad debt expense

     6,709       33  

Forgiveness of loans to directors

     -         22,263  

Deferred income taxes

     (2,270 )      (3,272 ) 

Unrealized foreign currency transaction (gain) loss

     (463 )      264  

Changes in operating assets and liabilities:

    

Due from related parties

     (2,232 )      (742 ) 

Accounts receivable

     (2,581 )      (7,135 ) 

Inventories

     991       (3,040 ) 

Prepaid expenses

     691       (2,933 ) 

Other assets, current

     (1,809 )      (385 ) 

Deferred costs

     (3,826 )      (5,184 ) 

Other long-term assets

     (2,320 )      (177 ) 

Accounts payable

     64       9,946  

Deferred revenue

     (13,033 )      6,294  

Interest payable

     250       -    

Income tax payable

     (2,557 )      1,928  

Other long-term liabilities

     2,365       1,528  
 

 

 

    

 

 

  

Net cash (used in) provided by operating activities

   $ (19,822 )    $ 8,328  
 

 

 

    

 

 

  

Cash flows from investing activities

    

Purchases of property and equipment

     (469 )      (501 ) 

Disposal of property and equipment

     2       2  

Purchases of intangible assets

     (1,070 )      (644 ) 
 

 

 

    

 

 

  

Net cash used in investing activities

   $ (1,537 )    $ (1,143 ) 
 

 

 

    

 

 

  

Cash flows from financing activities

    

Repurchase of common stock

     (174,720 )      -    

Issuance of preferred stock

     -         110,000  

Issuance of loans to directors

     -         (795 ) 

Borrowings under 1st Lien Term Loan

     -         30,000  

Borrowings under Revolving facility

     8,140       11,855  

Borrowings under Subordinated Convertible Debt

     100,000       -    

Borrowings under Subordinated Second Lien Term Loan

     125,000       -    

Repayments under Revolving facility

     (5,000 )      -    

Repayments under First Lien Term Loan

     (3,562 )      (750 ) 

Dividends repayment of Sellers Notes (Note 12)

     -         (50,000 ) 

Dividends paid to existing stockholders

     -         (101,855 ) 

Deferred financing costs

     (5,150 )      (201 ) 

Deferred offering costs

     (4,219 )      (2,452 ) 

Proceeds from PPP loan

     2,063       -    
 

 

 

    

 

 

  

Net cash provided by (used in) financing activities

   $ 42,552     $ (4,198 ) 
 

 

 

    

 

 

  

Effect of exchange rate changes on cash

     (493 )      315  

Net increase in cash and cash equivalents

     20,700       3,302  

Cash and cash equivalents at beginning of period

     8,267       4,965  

Cash and cash equivalents at end of period

   $ 28,967     $ 8,267  
 

 

 

    

 

 

  

Supplemental disclosures of cash flow information

    

Income taxes paid

   $ 5,812     $ 4,890  

Interest paid

     1,684       410  

Supplemental disclosure of noncash financing and investing activities:

    

Property and equipment included in accounts payable and accrued expenses

   $ -       $ 7  

Intangible assets included in accounts payable and accrued expenses

     73       139  

Issuance of Sellers Notes (Note 12)

     -         50,000  

Deferred offering costs included in accounts payable and accrued expenses

       2,242  

Embedded conversion and redemption features

     27,822       -    

The accompanying notes are an integral part of these consolidated financial statements.

 

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F45 Training Holdings Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 1—Nature of the business and basis of presentation

Organization

F45 Training Holdings Inc. (F45 Training Holdings, the “Company,” “F45,” “we,” “us” or “its”) was incorporated in the State of Delaware on March 12, 2019 as a C-Corp. The Company and its subsidiaries are engaged in franchising and licensing the F45 Training brand to fitness facilities in multiple countries across the globe.

2020 Stock Repurchase Agreements

On October 6, 2020, the Company entered stock repurchase agreements (“Repurchase Agreements”) with 2M Properties Pty Ltd and Robert Deutsch in which the Company purchased a total of 31,900,000 shares of common stock for $174.7 million. In addition, the Company paid a $2.5 million bonus to Mr. Deutsch. As a result of the Repurchase Agreements, these two parties no longer own any common stock in the Company.

Transaction with MWIG LLC (“MWIG”)

On March 15, 2019, MWIG, a special purpose private investment fund vehicle led by FOD Capital LLC, a family office investment fund, and Mark Wahlberg, made a minority preferred investment in the Company. On March 15, 2019, F45 Training Holdings, MWIG and Flyhalf Acquisition Company Pty Ltd, a newly incorporated wholly-owned, indirect subsidiary of F45 Training Holdings, entered into a Share Purchase Agreement with F45 Aus Hold Co Pty Ltd (“F45 AUS Hold Co”) and its existing stockholders pursuant to which F45 Training Holdings became the ultimate parent of F45 Aus Hold Co and its subsidiaries. Upon the consummation of the transaction with MWIG, the existing stockholders and MWIG held 72.5% and 27.5% ownership interests, respectively, in the Company and, its wholly-owned subsidiaries. This ownership percentage assumes the conversion of the MWIG preferred stock at its original issue conversion price and does not reflect the restricted stock units issued to Mark Wahlberg pursuant to the promotional agreement. See Note 12—Convertible Preferred Stock and Stockholders’ Deficit for further discussion.

Pursuant to the Share Purchase Agreement and in return for acquiring 100% of the shares in F45 Aus Hold Co, F45 Training Holdings issued 58,000,000 shares of common stock to the existing stockholders of F45 Aus Hold Co proportionate to their relative ownership of the common stock of F45 Aus Hold Co and its wholly-owned subsidiaries. As a result of this transaction there was no change in control. All references to shares in the financial statements and the notes to the financial statements presented herein, including but not limited to the number of shares and per share amounts, unless otherwise noted, have been adjusted to reflect the effects of the transaction retrospectively as of the earliest period presented in the consolidated financial statements.

Basis of presentation

The financial information presented herein, prior to the transaction with MWIG, includes activity of F45 Aus Hold Co and its wholly-owned subsidiaries. Subsequent to the transaction with MWIG, the financial information presented herein includes the activity of the Company and its wholly-owned subsidiaries including F45 Aus Hold Co. All intercompany balances and transactions have been eliminated in consolidation.

 

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F45 Training Holdings Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

The accompanying consolidated financial statements and related notes to the consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission.

Note 2—Summary of significant accounting policies

The following is a summary of the significant accounting policies consistently applied in the preparation of the accompanying consolidated financial statements.

Stock split

In July 2021, the Company effected a 2-for-1 forward stock split of its common stock. In connection with the forward stock split, each issued and outstanding share of common stock, automatically and without action on the part of the holders, became two shares of common stock. The par value per share of common stock was adjusted from $0.0001 to $0.00005. All share, per share and related information presented in the consolidated financial statements and accompanying notes have been retroactively adjusted, where applicable, to reflect the impact of the stock split.

Use of estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Key estimates and judgments relied upon in preparing these consolidated financial statements include revenue recognition, allowance for doubtful accounts, depreciation of long-lived assets, internally developed software, amortization of intangible assets, valuation of inventory, fair value of derivative instruments, fair value of stock-based awards, and accounting for income taxes. The Company bases its estimates on historical experience and various other assumptions that the Company believes to be reasonable. Actual results could differ from these estimates.

Cash and cash equivalents

Cash and cash equivalents consist of bank deposits. The Company holds cash and cash equivalents at major financial institutions, which often exceed insured limits. Historically, the Company has not experienced any losses due to such bank depository concentration.

Accounts receivable and allowance for doubtful accounts

Accounts receivable is primarily comprised of amounts owed to the Company resulting from fees due from franchisees. The Company evaluates its accounts receivable on an ongoing basis and establishes an allowance for doubtful accounts based on historical collections and specific review of outstanding accounts receivable. Accounts receivable are written off as uncollectible when it is determined that further collection efforts will be unsuccessful.

 

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F45 Training Holdings Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

The change in allowance for doubtful accounts is as follows (in thousands):

 

     For the Year Ended
December 31,		  
     2020     2019  

Balance at beginning of period

    $ 1,069     $ 1,552  

Provisions for bad debts, included in selling, general and administrative

      6,709       33  

Uncollectible receivables written off

      (2,032 )      (516 ) 
  

 

 

    

 

 

  

Balance at end of period

    $ 5,746     $ 1,069  
  

 

 

    

 

 

  

The Company increased its provision for bad debt reserve to reflect the performance of its studio portfolio related to the impact of COVID-19. None of the Company’s related parties accounted for more than 10% of accounts receivable as of December 31, 2020 and 2019. In addition, none of the Company’s customers accounted for more than 10% of the Company’s accounts receivable as of December 31, 2020 and 2019. None of the customers accounted for more than 10% of the Company’s revenue for the year ended December 31, 2020 and 2019.

Inventories

Inventory is carried at the lower of cost or net realizable value. Inventory primarily consists of finished goods such as merchandise and equipment. The first-in, first-out method is used to determine the cost of inventories held for sale to franchisees. If the Company determines that the estimated net realizable value of its inventory is less than the carrying value of such inventory, it records a charge to reflect the lower of cost or net realizable value. If actual market conditions are less favorable than those projected by the Company, further charges may be required. The Company wrote off $0.2 million in inventories during the year ended December 31, 2020 related to obsolete inventory.

Property and equipment

Property and equipment is recorded at cost and depreciated using the straight-line method over its related estimated useful life—refer to Note 3 for useful lives of property and equipment. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the related asset. Maintenance and repair costs are expensed in the period incurred. Expenditures for purchases and improvements that extend the useful lives of property and equipment are capitalized and depreciated over the term of the lease or useful life of the equipment. Upon sale or retirement, the asset cost and related accumulated depreciation are removed from the respective accounts, and any related gain or loss is reflected in selling, general and administrative expenses in the consolidated statements of operations and comprehensive loss.

Intangible assets

Intangible assets consist of internal-use software and trademarks.

The Company capitalizes costs associated with software developed or obtained for internal use when the preliminary project stage is completed. These capitalized costs are included in intangible assets and include third party cost of services procured in developing or obtaining internal-use software and personnel and related expenses for employees who are directly associated with and who devote time to internal-use software projects. Capitalization of these costs ceases once the project is

 

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F45 Training Holdings Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

substantially complete and the software is ready for its intended purpose. Software development costs are amortized to selling, general and administrative expenses using the straight-line method over an estimated useful life of three years commencing when the software development project is ready for its intended use. Amounts related to software development that are not capitalized are charged immediately to selling, general and administrative expenses in the consolidated statements of operations and comprehensive loss.

The recoverability of software development costs capitalized under ASC 350-40 is evaluated in accordance with the methodology noted within the “Impairment of long-lived assets, including intangible assets” section below. When, in management’s estimate, future cash flows will not be sufficient to recover previously capitalized costs, the Company expenses these capitalized costs to selling, general and administrative expenses in the period such a determination is made.

Trademarks have an indefinite life and are not amortized, but are tested annually for impairment or more frequently if impairment indicators arise, as described below.

Impairment of long-lived assets, including intangible assets

The Company assesses potential impairment of its long-lived assets, which include property and equipment, whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of an asset is measured by a comparison of the carrying amount of an asset group to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of the asset group exceeds its estimated undiscounted future cash flows, an impairment charge is recognized as the amount by which the carrying amount of the asset exceeds the fair value of the asset. There were no impairment charges recorded on long-lived assets during the years ended December 31, 2020 and 2019.

The Company evaluates its indefinite-lived intangible asset (trademark) to determine whether current events and circumstances continue to support an indefinite useful life. In addition, the Company’s indefinite-lived intangible asset is tested for impairment annually. The indefinite-lived intangible asset impairment test consists of a comparison of the fair value of each asset with its carrying value, with any excess of carrying value over fair value being recognized as an impairment loss. The Company is also permitted to make a qualitative assessment of whether it is more likely than not an indefinite-lived intangible asset’s fair value is less than its carrying value prior to applying the quantitative assessment. If based on the Company’s qualitative assessment it is more likely than not that the carrying value of the asset is less than its fair value, then a quantitative assessment may be required. The Company also tests for impairment whenever events or circumstances indicate that the fair value of such indefinite-lived intangible asset has been impaired. No impairment of our indefinite-lived intangible assets were recorded during the years ended December 31, 2020 and 2019.

Deferred initial public offering costs

Deferred initial public offering costs, which consist of direct incremental legal and accounting fees relating to the IPO, are capitalized. The deferred offering costs will be offset against IPO proceeds upon the consummation of the offering. In the event the offering is terminated, deferred offering costs will be expensed. As of December 31, 2019, $4.7 million of offering costs were deferred in other assets on the consolidated balance sheets. The capitalized deferred costs were expensed during 2020 as a prior transaction was terminated during the year. No deferred offering costs were capitalized as of December 31, 2020.

 

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F45 Training Holdings Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

Debt issuance costs

Debt issuance costs of $5.2 million and $0.2 million were incurred in the year ended December 31, 2020 and 2019, respectively, for arranging the Company’s various debt instruments. These costs are recorded as an offset within debt on the consolidated balance sheet and accreted over the term of the related debt using the effective interest rate method.

Accounts payable and accrued expenses

As of December 31, 2020 one vendor accounted for 11.6% of total accounts payable and accrued expenses. No vendors exceeded 10% of total accounts payable and accrued expenses as of December 31, 2019.

Loans to directors

During the years ended December 31, 2019, F45 Aus Hold Co had an arrangement to extend loans to certain existing stockholders that are executive officers and directors of the Company for various purposes. In conjunction with the transaction with MWIG, the Board of Directors passed a resolution to forgive the outstanding related party loans in full on March 15, 2019. The forgiveness of such loans resulted in the outstanding balance being written off and recorded as forgiveness of loans to directors in the consolidated statements of operations and comprehensive loss.

Leases

The Company recognizes rent expense related to leased office and operating space on a straight-line basis over the term of the lease. During the years ended December 31, 2020 and 2019, the rent expense was $0.8 million and $0.5 million, respectively, and recorded in selling, general and administrative expenses in the consolidated statements of operations and comprehensive loss.

Revenue from contracts with customers

The Company’s contracts with customers are typically comprised of multiple performance obligations, including exclusive franchise rights to access our intellectual property to operate an F45 Training-branded fitness facility in a specific territory (franchise agreements), a material right related to discounted renewals of the franchise agreements (both reflected in franchise revenue in the consolidated statements of operations and comprehensive income, and equipment and merchandise. Taxes collected from customers and remitted to government authorities are recorded on a net basis.

Franchise revenue

The Company’s primary performance obligation under the franchise agreement is granting certain exclusive rights to access the Company’s intellectual property to operate an F45 Training-branded fitness facility in a defined territory. This performance obligation is a right to access our intellectual property, which is satisfied ratably over the term of the franchise agreement. Renewal fees are generally recognized over the renewal term for the respective agreement from the start of the renewal period. Transfer fees are recognized over the remaining term of the franchise agreement beginning at the time of transfer.

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

Franchise agreements generally consist of an obligation to grant exclusive rights over a defined territory and may include options to renew the agreement. Earlier franchise agreements had an initial term of three years while more recent agreements have an initial term of five years. With the Company’s approval, a franchisee may transfer a franchise agreement to a new or existing franchisee, at which point a transfer fee is paid. The Company’s arrangements have no financing elements as there is no difference between the promised consideration and the cash selling price. Additionally, the Company has assessed that a significant amount of the costs incurred under the contract to perform are incurred up-front.

Franchise revenue consists primarily of upfront establishment fees, monthly franchise fees and other franchise-related fees. The upfront establishment fee is payable by the franchisee upon signing a new franchise agreement and monthly franchise and related fees are payable throughout the term of the franchise license.

Discounted franchise agreement renewal fees

The Company’s franchise agreements may include discounted renewal options allowing franchisees to renew at no cost or at a reduction of the initial upfront establishment fee. The resulting discount in fees at renewal provides a material right to franchisees. The Company’s obligation to provide future discounted renewals to franchisees are accounted for as separate performance obligations. The value of these material rights related to the future discount was determined by reference to the estimated franchise agreement term, which has been estimated to be 10 years, and related estimated transaction price. The estimated transaction price allocated to the franchise agreements, including the upfront establishment fee, is recognized as revenue over the estimated contract term of 10 years, which gives recognition to the renewal option containing a material right. At the end of the initial contract term, any unrecognized transaction price would be recognized during the renewal term, if exercised, or when renewal option expires, if unexercised.

Equipment and merchandise revenue

The Company requires its franchisees to purchase fitness and technology equipment directly from the Company and payment is required to be made prior to the placement of the franchisees’ orders. Revenue is recognized upon transfer of control of ordered items, generally upon delivery to the franchisee, which is when the franchisee obtains physical possession of the goods, legal title has transferred, and the franchisee has all risks and rewards of ownership. The franchisees are charged for all freight costs incurred for the delivery of equipment. Freight revenue is recorded within equipment and merchandise revenue and freight costs are recorded within cost of equipment and merchandise revenue.

The Company is the principal in a majority of its equipment revenue transactions as the Company controls its proprietary equipment prior to delivery to the franchisee, has pricing discretion over the goods, and has primary responsibility to fulfill the franchisee order through its direct third-party vendor.

The Company is the agent in a limited number of equipment and merchandise revenue transactions where the franchisee interacts directly with third-party vendors for which the Company receives a rebate on sales directly from the vendor.

 

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F45 Training Holdings Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

Allocation of transaction price

The Company’s contracts include multiple performance obligations—typically the franchise license, equipment and material rights for discounted renewal fees. Judgment is required to determine the standalone selling price for these performance obligations. The Company does not sell the franchise license or World Pack equipment on a stand-alone basis (our contracts with customers almost always include both performance obligations), as such the standalone selling price of the performance obligations are not directly observable on a stand-alone basis. Accordingly, the Company estimates the standalone selling prices using available information including the prices charged for each performance obligation within its contracts with customers in the relevant geographies and market conditions. Individual standalone selling prices are estimated for each geographic location, primarily the United States and Australia, due to the unique market conditions of those performance obligations in each region.

Contract Assets

Contract assets primarily consist of unbilled revenue where we are utilizing our costs incurred as the measure of progress of satisfying our performance obligation. When the contract price is invoiced, the related unbilled receivable is reclassified to trade accounts receivable, where the balance will be settled upon the collection of the invoiced amount. The unbilled receivable represents the amount expected to be billed and collected for services performed through period-end in accordance with contract terms. As of December 31, 2020, the Company had contract assets of $1.2 million and $4.9 million in other current assets and other long-term assets, respectively. The were no contract assets recognized as of December 31, 2019. These contract assets are subject to impairment assessment, as of December 31, 2020 no impairment expense has been recognized with respect to these assets.

Deferred costs

Deferred costs consist of incremental costs to obtain (e.g., commissions) and fulfill (e.g., payroll costs) a contract with a franchisee. Both the incremental costs to obtain and fulfill a contract with a franchisee are capitalized and amortized on a straight-line basis over the expected period if the Company expects to recover those costs. As of December 31, 2020 and 2019, the Company had $12.8 million and $10.0 million of deferred costs to obtain and fulfill contracts with franchisees, respectively. During the years ended December 31, 2020 and 2019, the Company recognized $1.6 million and $0.9 million in amortization of these deferred costs, respectively. The amortization of these costs is included in selling, general and administrative expenses for costs to obtain a contract and cost of franchise revenue for costs to fulfill a contract in the consolidated statements of operations and comprehensive loss.

Advertising

Advertising and marketing costs are expensed as incurred. For the years ended December 31, 2020 and 2019, advertising expenses included in selling, general and administrative expenses totaled $4.0 million and $4.2 million, respectively.

Income taxes

The Company uses the liability method to account for income taxes as prescribed by Accounting Standards Codification (“ASC”) 740. Deferred tax assets and liabilities are determined

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

based on the difference between the financial statement and tax bases of assets and liabilities as measured by the enacted tax rates which will be in effect when these differences reverse. Deferred tax expense (benefit) is the result of changes in deferred tax assets and liabilities. Deferred income tax assets and liabilities are adjusted to recognize the effects of changes in tax laws or enacted tax rates in the period during which they are signed into law. The factors used to assess the Company’s ability to realize its deferred tax assets are the Company’s forecast of future taxable income and available tax planning strategies that could be implemented. Under ASC 740 a valuation allowance is required when it is more likely than not that all or some portion of the deferred tax assets will not be realized due to the inability to generate sufficient future taxable income of the correct character. Failure to achieve previous forecasted taxable income could affect the ultimate realization of deferred tax assets and could negatively impact the Company’s effective tax rate on future earnings.

Tax benefits from an uncertain tax position is recognized only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. Interest and penalties related to unrecognized tax benefits, which to date have not been material, are recognized within provision for income taxes.

Foreign currency

The functional currency for the Company is the U.S. Dollar. The Company has determined all other international subsidiaries’ functional currencies is the local currency. The assets and liabilities of the international subsidiaries are translated at exchange rates in effect at the balance sheet date while income and expense amounts are translated at average exchange rates during the period. The resulting foreign currency translation adjustments are disclosed as a separate component of other comprehensive loss. Transaction gains or losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in other (income) expense, net in the consolidated statements of operations and comprehensive loss.

Stock-based compensation

Stock-based compensation cost is measured at the grant date, based on the fair value of the award. The Company estimates the fair value of stock-based payment awards subject to both performance and market conditions on the date of grant using a Monte Carlo simulation model. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Stock-based compensation cost for awards whose vesting is subject to the occurrence of both a performance condition and market condition is recognized immediately at the time the performance condition is achieved, which is not expected to occur prior to the consummation of certain liquidity events described in Note 13.

Basic and diluted loss per share

The Company computes loss per share using the two-class method required for participating securities. The two-class method requires income available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The Company’s convertible preferred stock are participating securities as preferred stock holders have rights to participate in dividends with the common stockholders on a pro-rata, as converted basis. These participating

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

securities do not contractually require the holders of such shares to participate in the Company’s losses. As such, the Company’s net loss during the years ended December 31, 2020 and 2019 was not allocated to the Company’s participating securities, but rather has been allocated in its entirety to the Company’s common stock.

Basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted loss earnings per share is computed by dividing net loss available to common stockholders by the weighted average number of outstanding shares of common stock and, when dilutive, potential shares of common stock outstanding during the period. Potential shares of common stock consist of incremental shares issuable upon the assumed vesting of restricted stock units as well as the conversion of the Company’s convertible preferred stock and convertible notes.

Fair value measurements

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Fair value measurements are based on a fair value hierarchy, based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value as follows:

 

  •  

Level 1—Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

 

  •  

Level 2—Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, such as quoted market prices for similar assets and liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability.

 

  •  

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The carrying amount of cash and cash equivalents, accounts receivable, and accounts payable and accrued expenses, as reflected in the consolidated balance sheets, approximate fair value because of the short-term maturity of these instruments. These estimated fair values may not be representative of actual values of the financial instruments that could have been realized or that will be realized in the future.

Derivative instruments

Interest rate swap

The Company is subject to interest rate volatility on its floating-rate debt. The Company has entered into interest rate swap agreements to manage its exposure to interest rate fluctuations. The principal objective of these agreements is to eliminate or reduce the variability of the cash flows in interest payments associated with the Company’s floating-rate debt, thus reducing the impact of interest rate changes on future interest payment cash flows. The Company has elected to apply the hedge accounting rules in accordance with authoritative guidance for these agreements. These

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

agreements are carried at fair value either as an asset or liability on the consolidated balance sheets. Changes in the fair value of these agreements designated as cash flow hedges are recorded as a component of accumulated other comprehensive income (loss) within stockholders’ equity and are amortized to interest expense over the term of the related debt.

The fair value of the interest rate swap agreements as of December 31, 2020 and 2019 was $0.7 million and $0.1 million, respectively.

Embedded derivatives

When the Company enters into a financial instrument such as a debt or equity agreement (the “host contract”), the Company assesses whether the economic characteristics of any embedded features are clearly and closely related to the primary economic characteristics of the remainder of the host contract. When it is determined that (i) an embedded feature possesses economic characteristics that are not clearly and closely related to the primary economic characteristics of the host contract, and (ii) a separate, stand-alone instrument with the same terms would meet the definition of a financial derivative instrument, then the embedded feature is bifurcated from the host contract and accounted for as a derivative Liability. The estimated fair value of the derivative feature is recorded as a liability in the consolidated balance sheets separately from the carrying value of the host contract. Subsequent changes in the estimated fair value of the embedded derivatives are recorded as a gain or loss in within “Loss on change in value of derivative liabilities” in the Company’s consolidated statements of operations.

The Company fair values the embedded derivatives using the Bond plus Black-Scholes option pricing model. Valuations derived from this model are subject to ongoing internal and external verification review. Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors.

The fair value of the embedded derivative on the debt agreement as of December 31, 2020 was $36.6 million.

Recent accounting pronouncements

Under the Jumpstart Our Business Startups Act (“JOBS Act”), the Company meets the definition of an emerging growth company (“EGC”). The Company has elected to take advantage of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act.

Recently adopted accounting pronouncements

In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”), that modifies fair value disclosure requirements. The new guidance streamlines disclosures of Level 3 fair value measurements. Most amendments should be applied retrospectively, but certain amendments will be applied prospectively. ASU 2018-13 is effective for the Company for fiscal years and interim periods within those fiscal years beginning after December 15, 2019. The adoption made during the year 2020 of ASU 2018-13 changes disclosures only and does not impact the Company’s consolidated financial statements.

 

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Recently issued accounting pronouncements

In August 2020, the FASB” issued ASU No. 2020-06, “Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for convertible instruments by removing the separation models for (1) convertible debt with a cash conversion feature and (2) convertible instruments with a beneficial conversion feature. As a result, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost. These changes will reduce reported interest expense and increase reported net income for entities that have issued a convertible instrument that was bifurcated according to previously existing rules. Also, ASU 2020-06 requires the application of the if-converted method for calculating diluted earnings per share and the treasury stock method will be no longer available. ASU 2020-06 is effective for the Company for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Entities may adopt the guidance through either a modified retrospective method of transition or a fully retrospective method of transition. In applying the modified retrospective method, entities should apply the guidance to transactions outstanding as of the beginning of the fiscal year in which the amendments are adopted. The Company is currently evaluating the impact that the new guidance will have on its consolidated financial statements.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform, which provides companies with optional guidance, including expedients and exceptions for applying generally accepted accounting principles to contracts and other transactions affected by reference rate reform, such as the London Interbank Offered Rate (LIBOR). ASU 2020-04 is effective for the Company upon issuance and generally can be applied to applicable contract modifications through December 31, 2022. The Company is currently evaluating the impact of ASU 2020-04 on its consolidated financial statements, however, the Company does not believe that adoption of ASU 2020-04 will materially impact its consolidated financial statements.

In December 2019, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2019-12, Simplifying the Accounting for Income Taxes, which amends ASC Topic 740, Income Taxes. This ASU simplifies the accounting for income taxes by modifying the treatment of intraperiod tax allocation in certain circumstances, eliminating an exception to recognizing deferred tax liabilities for outside basis differences for foreign equity method investments and foreign subsidiaries when ownership or control changes, and modifying interim period tax calculations when a loss is forecast. In addition, this ASU also requires that enacted changes in tax laws or rates be included in the annual effective rate determination in the period that includes the enactment date and clarifies the tax accounting of a step up in tax basis of goodwill. ASU 2019-12 is effective for the Company for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The Company is currently evaluating the impact that the guidance will have on its consolidated financial statements.

In October 2018, the FASB issued ASU No. 2018-17, Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities (“ASU 2018-17”). ASU No. 2018-17 amends the guidance for determining whether a decision-making fee is a variable interest and requires organizations to consider indirect interests held through related parties under common control on a proportional basis rather than as the equivalent of a direct interest in its entirety. ASU 2018-17 is effective for the Company for fiscal years beginning after December 15, 2020, and interim

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

periods within fiscal years beginning after December 15, 2021. Early adoption is permitted. The Company is currently evaluating the impact of the guidance; however, the Company does not believe that adoption of ASU 2018-17 will materially impact its consolidated financial statements.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). Topic 326 was subsequently amended by ASU No. 2018-19, Codification Improvements; ASU No. 2019-04, Codification Improvements; ASU No. 2019-11, Codification Improvements that clarify the scope of the standard in the amendments in ASU 2016-13; ASU No. 2019-05, Targeted Transition Relief; ASU No. 2019-10, Effective Dates; and ASU no. 2020-02, Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC section on Effective Date Related to Accounting Standards Update No. 2016-02. The guidance changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The guidance replaces the current ‘incurred loss’ model with an ‘expected loss’ approach. The guidance will be applied as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. ASU 2016-13 is effective for the Company for fiscal years beginning after December 15, 2022, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted. The Company is currently evaluating the impact that the guidance will have on its consolidated financial statements.

In February 2016, the FASB established Topic 842, Leases (“Topic 842”), by issuing ASU No. 2016-02, Leases (“ASU 2016-02”). Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; ASU No. 2018-11, Targeted Improvements; ASU No. 2018-20, Narrow-Scope Improvements for Lessors; ASU No. 2019-01, Codification Improvements; ASU No. 2019-10, Effective Dates, and ASU No. 2020-20, Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02. This guidance is intended to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The new guidance requires lessees to recognize the assets and liabilities on the balance sheet for the rights and obligations created by leases with lease terms of more than 12 months, amends various other aspects of accounting for leases by lessees and lessors, and requires enhanced disclosures. Leases will be classified as finance or operating, with the classification affecting the pattern and classification of expense recognition within the income statement. Topic 842 is effective for the Company for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. While the Company is currently evaluating the impact of adopting Topic 842, the Company expects to recognize right-of-use assets and lease liabilities on its consolidated balance sheets upon adoption. The standard is not expected to have a material impact to the consolidated statements of operations and comprehensive loss and statements of cash flows.

 

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Note 3—Property and equipment, net

Property and equipment, net, consists of the following as of December 31, 2020 and 2019 (in thousands):

 

            December 31,  
     Estimated useful life      2020     2019  
     (years)               

Vehicles

      5      $ 43     $ 43  

Furniture and fixtures

      7        179       128  

Office and other equipment

      5        720       547  

Leasehold improvements

     

 Lesser of lease term or

useful life

  

 

      675       376  
     

 

 

    

 

 

  
        1,617       1,094  

Less accumulated depreciation

         (733 )      (362 ) 
     

 

 

    

 

 

  

Total property and equipment, net

       $ 884     $ 732  
     

 

 

    

 

 

  

Depreciation expense related to property and equipment was $0.4 million and $0.2 million for the years ended December 31, 2020 and 2019, respectively, and was recorded in selling, general and administrative expenses in the consolidated statements of operations and comprehensive loss.

Note 4—Intangible assets

The following table summarizes the useful lives and carrying values of intangible assets, including internal-use software (in thousands):

 

            As of December 31, 2020      As of December 31, 2019  
     Useful
life		      Grossvalue      Accumulated
amortization		      Net
value		      Grossvalue      Accumulated
amortization		      Net
value		  
     (in years)                                            

Internal-use software

      3      $ 2,767      $ 1,352      $ 1,415      $ 1,552      $ 633      $ 919  

Trademarks

      n/a        343        -          343        343        -          343  
     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

  

Total intangible assets, net

       $ 3,110      $ 1,352      $ 1,758      $ 1,895      $ 633      $ 1,262  
     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

  

The amortization expense of intangible assets was $ 0.7 million and $0.4 million for the years ended December 31, 2020 and 2019, respectively, and was recorded in selling, general and administrative expenses in the consolidated statements of operations and comprehensive loss. The weighted average remaining life of internal-use software was 1.7 and 1.6 years as of December 31, 2020, and 2019, respectively.

 

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As of December 31, 2020, the expected amortization of intangible assets for future periods, excluding those assets not yet placed in service as of December 31, 2020, is as follows (in thousands):

 

Year Ended

    Future
amortization		  

2021

    $ 688  

2022

      519  

2023

      208  

Thereafter

      -    
  

 

 

  

Total

    $ 1,415  
  

 

 

  

Note 5—Deferred revenue

Deferred revenue results from establishment fees paid by franchisees at the outset of the contract term and the value of material rights related to discounted renewal options as well as equipment fees paid by franchisees prior to the transfer of the equipment. The following table reflects the change in deferred revenue from December 31, 2018 to December 31, 2020 (in thousands):

 

     Deferred
Revenue		  

Balance at December 31, 2018

    $ 17,539  

Revenue recognized

      (20,034 ) 

Increase

      26,436  
  

 

 

  

Balance at December 31, 2019

    $ 23,941  
  

 

 

  

Revenue recognized

      (21,460 ) 

Increase

      11,614  
  

 

 

  

Balance at December 31, 2020

    $ 14,095  
  

 

 

  

Deferred revenue expected to be recognized within one year from the balance sheet date is classified as current, and the remaining balance is classified as noncurrent. Transaction price allocated to remaining performance obligations represents contracted franchise and equipment revenue that has not yet been recognized, which includes deferred revenue recognized as revenue in future periods. Total contract revenues from franchisees yet to be recognized as revenue was $247 million as of December 31, 2020, of which we expect to recognize approximately 21% of the revenue over the next 12 months and the remainder thereafter.

 

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Note 6—Debt

The following table provides a summary of the Company’s outstanding long-term debt, as of December 31, 2020 and December 31, 2019 (in thousands):

 

     December 31,  
     2020     2019  

Revolving Facility

    $ 7,000     $ 11,855  

First Lien Loan

      33,688       29,250  

Second Lien Term Loan

      128,882       -    

Convertible Notes

      101,985       -    

PPP Loan

      2,063       -    
  

 

 

    

 

 

  

Total debt, excluding deferred financing costs and discounts

    $ 273,618     $ 41,105  

Deferred financing costs, net of accumulated amortization

      (5,078 )      (201 ) 

Discount on debt

      (26,507 )      -    
  

 

 

    

 

 

  

Total debt

    $ 242,033     $ 40,904  
  

 

 

    

 

 

  

Subordinated Convertible Debt Agreement

On October 6, 2020, the Company entered into a subordinated convertible debt agreement (the “Convertible Notes”), whereby the Company issued $100 million of Convertible Notes to certain holders maturing on September 30, 2025. The Convertible Notes have an annual interest rate of 8.28%, which accrues as paid-in-kind through the duration of the contract. Repayment of principal and accrued interest may be made in cash or shares of the Company upon the occurrence of certain qualifying events or at the end of the contract term (“PIK Interest”). Interest is accrued over the term of the debt and is payable upon repayment at maturity or earlier upon the occurrence of certain events. The outstanding balance of the Convertible Notes, including PIK Interest, as of December 31, 2020 was $102.0 million.

Voluntary Conversion—At their option, for each $100 in original issue price, the holders may elect to convert all or any portion of their outstanding Convertible Notes to common stock at $100/$100,000,000 times the number of shares of common stock equal to 20% of the equity value of the Company, provided that the aggregate number of shares of common stock into which all outstanding notes are converted do not exceed 20% of the shares of common stock of the Company.

Mandatory Conversion Offering Proceeds—Upon a public offering resulting in $150 million gross proceeds to the Company, outstanding Convertible Notes shall automatically convert into common stock equal to (a) the greater of (1) 20% of the equity value of the Issuer (on a fully diluted basis) and (2) 1.5 multiplied by the aggregate original Issue price, divided by (b) the initial offering price to the public; provided that such number of shares shall not be less than 20% of the fully diluted shares of common stock prior to the issuance of any primary shares in the public offering.

Mandatory Conversion Public Float—Outstanding Convertible Notes automatically convert upon a public float of $150 million measured during the first 30 days of trading equal to (a) the greater of (1) 20% of the equity value of the Company (on a fully diluted basis) based on the average sale price over the previous 30 consecutive days of trading and (2) 1.5 multiplied by the aggregate original issue price, divided by (b) the average sale price over the previous 30 consecutive days of trading; provided that such number of shares of common stock shall not be less than 20% of the fully diluted shares of common stock.

 

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Payment due on Liquidation—The terms of the Convertible Notes state that in a liquidation event, the Convertible Notes are immediately due and payable in cash equal to the greater of (a) 20% of the equity value of the Company and (b) 1.5 multiplied by the original issue price of the notes.

Payment due default—The terms of the Convertible Notes state that upon an event of default, the Convertible Notes Principal and unpaid accrued interest becomes immediately due and payable at 1.5x the original issue price.

Prepayment Option—The Company has the option to prepay the Convertible Notes after the fourth anniversary of the effective date in whole, subject to prior notice and a prepayment premium equal to 50% of the original issue price.

As a part of the subordinated convertible debt agreement the Company identified embedded derivatives that require bifurcation under ASC 815 Derivatives and Hedging relating to the contingent conversion option, payment of liquidation, default payment and prepayment options. See Note 7—Derivative Instruments for further discussion on the Company’s accounting for these embedded derivatives.

Subordinated Second Lien Term Loan

On October 6, 2020, the Company entered into a Subordinated Credit Agreement with certain lenders which committed the lenders to provide $125,000,000 of financing to the Company in exchange for a note payable. This agreement matures over a five-year period that carries a PIK Interest rate of 13.00%. PIK Interest is accrued over the term of the Subordinated Credit Agreement. The outstanding balance of the note, including PIK Interest, payable as of December 31, 2020 was $124.2 million, net of unamortized debt issuance costs of $4.7 million. The Subordinated Credit Agreement has a maturity date of October 5, 2025.

The Company is required to make prepayments in circumstances where it has (i) excess cash flow; (ii) certain prepayment events occur; or (ii) if an event of default were to occur as further described below.

Commencing with the fiscal year ending December 31, 2021, the Company shall prepay, or cause to be prepaid, an aggregate principal amount of the obligations equal to 50% of Excess Cash Flow (the “ECF Percentage”), if any, for the fiscal year covered by such financial statements; provided, that the ECF Percentage shall be reduced to 25% when the Secured Leverage Ratio as of the last date of the applicable fiscal year is less than or equal to 3.08 to 1.00 and shall be reduced to 0% when the Secured Leverage Ratio as of the last date of the applicable fiscal year is less than or equal to 2.08 to 1.00; provided, that no payments shall be required prior to payment in full of the First Lien Term Loan obligations.

In the event and on each occasion that any net proceeds are received by the Company in respect of any prepayment event (any disposition (including pursuant to a sale and leaseback Transaction) of any property or asset of, other than dispositions described in the Subordinated Credit Agreement; or (b) any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of the Company resulting in aggregate net proceeds greater than $500,000; or (c) the incurrence by the Company of any indebtedness, other than indebtedness permitted under the Subordinated Credit Agreement, the Company must within three business days after such net proceeds are received, prepay the obligations under the Subordinated Credit Agreement in an aggregate amount equal to 100% of such net proceeds.

 

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If an event of default were to occur, in addition to the obligations becoming due, the Company is responsible for paying a make-whole premium defined as the amount equal to the discounted value of the remaining scheduled payments with respect the outstanding obligations under the Subordinated Credit Agreement. The Subordinated Credit Agreement contains cross-default provisions; whereby; if an event of default were to occur under the Subordinated Credit Agreement that were not cured within the applicable grace period; it would trigger an event of default under the First Lien Credit Agreement.

The Agreement contains the following put and call options:

 

  1.

Prepayment at the option of the Company.

 

  2.

Prepayment at the option of the Company following a Qualified Public Offering.

 

  3.

Prepayment required by Excess Cash Flow.

 

  4.

Prepayment required by a Prepayment Event.

 

  5.

Prepayment required by an Event of Default.

In accordance with ASC 815, Derivatives and Hedging, the Company assessed the prepayment event and the event of default as embedded derivatives requiring bifurcation, however, as the fair value of these features was not material upon issuance, the Company has not allocated any of the proceeds of the debt to the embedded derivatives. As of December 31, 2020 the fair value of the embedded derivatives was not material to the consolidated financial statements.

In connection with issuing the note the Company paid the lenders approximately $3.8 million in fees. Similarly, the Company paid third parties fees of approximately $1.0 million associated with issuing the note. The Company determined that all fees paid to the lenders and third parties would result in a reduction of the initial carrying amount of the note. The Company is amortizing the debt discount and debt issuance costs into interest expense utilizing the effective interest method.

Beginning with the first fiscal quarter ending after the first anniversary of the agreement effective date and as of the last day of each fiscal quarter thereafter, the Company must not permit the Total Leverage Ratio, for any period of four consecutive fiscal quarters ending on the last day of such fiscal quarter, to exceed 8.00 to 1.00; provided, that for purposes of determining the Total Leverage Ratio with respect to any fiscal quarter in which studios that have been closed by government mandate due to COVID-19, EBITDA shall be adjusted by a percentage equal to (1) the excess (if any) of (x) the number of studios that were closed by government mandate due to COVID-19 during such fiscal quarter over (y) the number of studios that were closed by government mandate due to COVID-19 as of the Effective Date, divided by (2) the total number of studios during such fiscal quarter.

First Lien Loan

The Company entered into a senior Secured Credit Agreement, dated as of September 18, 2019 (the “Secured Credit Agreement”), with JPMorgan Chase Bank, N.A., as Administrative Agent, Australian Security Trustee, Lender, Swingline Lender and Issuing Bank, consisting of a $20.0 million revolving credit facility (the “Revolving Facility”) and a $30.0 million term loan facility (the “Term Facility”). Initial borrowings of $30.0 million from the Term Facility and $11.9 million of the availability under the Revolving Facility were used to repay, in full, amounts due to common stockholders as a result of the MWIG transaction. See Note 12—Convertible Preferred Stock and Stockholders’ Deficit for further discussion. The remaining availability under the Revolving Facility may be drawn and used

 

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for general corporate purposes. The obligations under the Secured Credit Agreement are guaranteed by certain operating subsidiaries of the Company and secured by a majority of the Company’s assets. The maturity date of the credit facility is September 18, 2022. The Revolving Facility may be prepaid and terminated by the Company at any time without premium or penalty (subject to customary LIBOR breakage fees).

The Term Facility bears interest at floating rate of LIBOR plus 1.5 percent. The outstanding balance of the Revolving Facility as of December 31, 2020 was $7.0 million, there was no undrawn remaining availability. The Term Facility principal and interest payments are due quarterly in accordance with an amortization schedule with a maturity date of September 18, 2022.

The weighted-average interest rate on the Company’s outstanding debt during the year ended December 31, 2020 was 5.15%.

The terms of the Secured Credit Agreement require that the Company not permit the fixed charge coverage ratio, as defined within the Secured Credit Agreement, for any period of four consecutive fiscal quarters to be less than 1.25 to 1.00. The Company is also required to maintain a total leverage ratio, as defined within the second amendment to the Secured Credit Agreement, for any period of four consecutive fiscal quarters of less than 7.00 to 1.00. The Company is also required to maintain a Senior Secured Leverage Ratio, as defined within the second amendment to the Secured Credit Agreement, for any period of four consecutive fiscal quarters of less than 2.00 to 1.00. The Secured Credit Agreement also contains other customary non-financial covenants. As of December 31, 2020, the Company was in compliance with its covenants.

On October 25, 2019, the Company entered into an interest rate swap contract (the “Swap Agreement”) with JP Morgan Chase Bank N.A. to fix the interest rate on the Term Facility over the life of the loan. The notional amount of the swap covers the entire $30.0 million borrowings outstanding under the Term Facility. Under the terms of the Swap Agreement, the Term Facility, which formerly accrued interest at a rate of LIBOR plus 1.50%, started effectively accruing interest on the effective date (October 30, 2019) at a fixed rate of 1.74% on an annualized basis.

On June 23, 2020, the Company amended the Secured Credit Agreement to allow it to enter into a definitive agreement with a special purpose acquisition corporation. On October 6, 2020, the Company amended the agreement a second time. Through the second amendment, the Company agreed to convert $8,000,000 of the amount outstanding on the Revolving Facility to be part of the Term Facility. In addition to converting a portion of the Revolving Facility to the Term Facility, the Company agreed to repay $5,000,000 of the principal amount of the Revolving Facility outstanding.

In connection with the second amendment to the Secured Credit Agreement, the Company modified the existing covenants under the Secured Credit Agreement. The total leverage ratio was modified such that the Company is required to maintain a total leverage ratio, for any period of four consecutive fiscal quarters, of less than 7.00 to 1.00. Prior to the second amendment to the Secured Credit Agreement, the Company was required to maintain a total leverage ratio, for any period of four consecutive fiscal quarters, of less than 2.00 to 1.00. Additionally, the second amendment to the Secured Credit Agreement introduced a new covenant, a senior secured leverage ratio, which requires the Company to maintain a senior secured leverage ratio, for any period of four consecutive fiscal quarters, of less than 2.00 to 1.00.

 

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The interest rate of both Term Facility and the Revolving facility were amended to 4.00% and 3.00% for Eurodollar loans and letters of credit, and ABR Loans, respectively. The outstanding balance of the Term Facility as of December 31, 2020 and December 31, 2019 was $33.3 million and $29.0 million, respectively, net of unamortized debt issuance costs of $0.4 million and $0.2 million, respectively.

The Company considered if this amendment resulted in the terms of the amended debt being substantially different than those of the original Term Facility and Revolving Facility. As the change in cashflows between the amended and original agreement were less than 10%, the Company determined that there was not a substantial difference between the amended and original agreement. As such, the Company concluded that the amendments resulted in a modification of the debt rather than a debt extinguishment. As the amendments resulted in a modification of the Debt, the Company has capitalized all new lender fees paid and recognizes these fees as part of interest expense over the life of the modified debt in accordance with the interest method. Similarly, all unamortized debt issuance costs from the original agreement will continue to be deferred. Conversely, new fees paid to third parties as a result of the modification have been expensed as incurred.

Interest expense recorded on the debt facilities was $8.1 million and $0.4 million for the years ended December 31, 2020 and 2019, respectively.

The Company entered into limited consent agreements with their lenders with respect to the First Lien, Second Lien, and Convertible Note agreements, whereby the Company requested and received an extension to provide audited annual financial statements on or before May 14, 2021. Under the original terms of each agreement, the Company was required to provide audited annual financial statements on or before April 30, 2021.

On April 10, 2020, the Company received loan proceeds of approximately $2.1 million under the Paycheck Protection Program (“PPP”). The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), provides for loans to qualifying businesses to help sustain its employee payroll costs, rent, and utilities due to the impact of the recent COVID-19 pandemic. Loans obtained through the PPP are eligible to be forgiven as long as the proceeds are used for qualifying purposes, which include the payment of payroll costs, interest on covered mortgage obligations, rent obligations and utility payments. The receipt of these funds, and the forgiveness of the loan is dependent on the Company having initially qualified for the loan and qualifying for the forgiveness of such loan based on its adherence to the forgiveness criteria. In June 2020, Congress passed the Payroll Protection Program Flexibility Act that made several significant changes to PPP loan provisions, including providing greater flexibility for loan forgiveness. While the Company believes that it qualifies for full forgiveness of the loan, the Company will withdraw its forgiveness application and repay the loan in full in the event the Company consummates the offering.

The Company is using the proceeds from the PPP loan to fund payroll costs in accordance with the relevant terms and conditions of the CARES Act. The Company is following the government guidelines and tracking costs to ensure full forgiveness of the loan. To the extent it is not forgiven, the Company would be required to repay that portion at an interest rate of 1% over a period of 1.5 years, beginning November 2020 with a final installment in April 2025. Any amounts forgiven when the Company is legally released as the primary obligor under the loan will be recognized as a gain from the extinguishment of the loan in the consolidated statements of operations and comprehensive loss. As of December 31, 2020, the long-term portion of the loan is $1.9 million.

 

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The following table presents contractually scheduled maturities of our consolidated debt obligations outstanding at December 31, 2020 for the next five years (in thousands).

 

Year Ending December 31,

       

2021

    $ 5,847  

2022

      35,560  

2023

      571  

2024

      576  

2025

      231,064  
  

 

 

  

Total principal payments

      273,618  

Deferred financing costs, net of accumulated amortization

      (5,078 ) 

Discount on debt

      (26,507 ) 
  

 

 

  

Net carrying value

    $ 242,033  
  

 

 

  

Note 7—Derivative Instruments

Interest Rate Swap

The Company is subject to interest rate volatility with regard to existing debt. From time to time, the Company enters into swap agreements to manage exposure to interest rate fluctuations.

To hedge the variability in cash flows due to changes in benchmark interest rates, the Company entered into an interest rate swap agreement related to debt issuances. The swap agreement is designated as a cash flow hedge. The derivative’s gain or loss is recorded in OCI and is subsequently reclassified to interest expense over the life of the related debt.

During 2019, the Company entered into an interest rate swap agreement with an aggregate notional amount of $30.0 million related to the $30.0 million 3-year variable-rate term loan due September 18, 2022. Refer to Note 6—Debt, for details of the components of our long-term debt. As of December 31, 2020 and 2019, the interest rate swap liability was $0.7 million and $0.1 million, respectively.

The following table presents the categories of the Company’s derivative instruments on a gross basis, as reflected in the Company’s consolidated balance sheets. Balances presented below have been classified and presented within the caption other long-term liabilities (in thousands):

 

     As of December 31, 2020  
     Derivative Liabilities  
     Current      Long-Term  

Fair Value of Designated Derivatives:

      

Interest rate swap

    $ -        $ (660 ) 
  

 

 

     

 

 

  

Total Fair Value

    $ -        $ (660 ) 
  

 

 

     

 

 

  

The Company recognized an unrealized loss of $0.5 million and $0.1 million, respectively on this instrument in the years ended December 31, 2020 and 2019. The unrealized loss has been presented within interest expense, net and OCI, respectively, in the consolidated statements of operations and comprehensive loss.

 

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Embedded Derivatives

As discussed in Note 6—Debt, in October 2020 the Company entered into a subordinated convertible debt agreement (the “Convertible Notes”) whereby the Company issued $100 million of Convertible Notes to certain holders maturing on September 30, 2025. These notes can be converted into common shares of the Company at the holders’ option. The Company has analyzed the conversion and redemption features of the agreement and determined that certain of the embedded features should be bifurcated and classified as derivatives. The Company has bifurcated the following embedded derivatives: (i) Liquidity Event Conversion Option; (ii) Liquidity Event Redemption Option; and (iii) QPO Redemption Option.

The $27.8 million initial fair value of the embedded derivatives for the Convertible Notes has been recorded as a debt discount along with a corresponding liability on the Company’s consolidated balance sheets. The initial debt discount is not subsequently re-valued and is being amortized using the effective interest method over the life of the Convertible Notes. The derivative liabilities are classified in the consolidated balance sheets as non-current as the Company is not required to net cash settle within 12 months of the balance sheet date and are marked-to-market at each reporting period with changes in fair value recorded within “Change in value of derivative liabilities” in the consolidated statements of operations and comprehensive loss.

The Company fair values the embedded derivatives using the Bond plus Black-Scholes option pricing model because it believes that this technique is reflective of all significant assumption types, and ranges of assumption inputs, that market participants would likely consider in transactions involving compound embedded derivatives.

The following table sets forth the inputs to the Bond plus Black-Scholes option pricing model that were used to value the embedded conversion and redemption features derivatives:

 

     As of December 31, 2020  
     Risk-free rate    Volatility    Term (years)      Dividend yield  

Liquidity event

    0.10%-0.34%    37.4%      3.00        -    

QPO event

    0.10%-0.34%    34.8%      0.75        -    
     As of October 6, 2020 (Inception)  
     Risk-free rate    Volatility    Term (years)      Dividend yield  

Liquidity event

    0.12%-0.32%    38.6%      3.24        -    

QPO event

    0.12%-0.32%    59.7%      0.73        -    

The following table summarizes the derivative liabilities included in the consolidated balance sheets at December 31, 2020 (in thousands):

 

Fair Value of Embedded Derivative Liabilities (Level 3 inputs):

   

Balance at beginning of year

    $ -    

Initial measurement on October 6, 2020

      (27,822 ) 

Change in fair market value

      (8,818 ) 
  

 

 

  

Balance at end of year

    $ (36,640 ) 
  

 

 

  

 

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Note 8—Fair Value

The following table presents the Company’s liabilities accounted for at fair value on a recurring basis as of December 31, 2020 and 2019 (in thousands). None of the Company’s assets are currently accounted for at fair value on a recurring basis.

 

     As of December 31, 2020  
     Level 1      Level 2     Level 3     Total  

Liabilities

          

Interest rate swap

      -          (660 )      -         (660 ) 

Derivative liability

      -          -         (36,640 )      (36,640 ) 
  

 

 

     

 

 

    

 

 

    

 

 

  

Total liabilities

    $ -        $ (660 )    $ (36,640 )    $ (37,300 ) 
  

 

 

     

 

 

    

 

 

    

 

 

  
     As of December 31, 2019  
     Level 1      Level 2     Level 3     Total  

Liabilities

          

Interest rate swap

      -          (127 )      -         (127 ) 
  

 

 

     

 

 

    

 

 

    

 

 

  

Total liabilities

    $ -        $ (127 )    $ -       $ (127 ) 
  

 

 

     

 

 

    

 

 

    

 

 

  

The inputs for determining fair value of the interest rate swap are classified as Level 2 inputs. Level 2 fair value is based on estimates using standard pricing models. These standard pricing models use inputs which are derived from or corroborated by observable market data such as interest rate yield curves, index forward curves, discount curves, and volatility surfaces.

Credit risk relates to the risk of loss resulting from the non-performance or non-payment by the Company’s counterparties in connection with contractual obligation. Risk around counterparty performance and credit could ultimately impact the amount and timing of cash flows. The Company believes it has appropriately addressed any credit risk due to the financial standing of the counterparties with which it trades. The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the balance sheet.

The inputs for determining fair value of the embedded conversion and redemption features of the Company’s convertible notes are classified as Level 3 inputs, refer to Note 7—Derivatives Instruments for further discussion related to the accounting for these instruments.

Note 9—Income Tax

The Company uses the liability method to account for income taxes. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities as measured by the enacted tax rates which will be in effect when these differences reverse. Deferred tax expense (benefit) is the result of changes in deferred tax assets and liabilities.

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

For financial reporting purposes, income/ (loss) before income taxes includes the following components (in thousands):

 

     Year Ended December 31,  
     2020     2019  

United States

    $ (25,527 )    $ 4,621  

Foreign

      3,300       (14,106 ) 
  

 

 

    

 

 

  

Total

    $ (22,227 )    $ (9,485 ) 

The following table summarizes the components of the provision for income taxes (in thousands):

 

     Year Ended December 31,  
     2020      2019  

Current

      

Federal

    $ 241      $ 2,613  

State

      (152 )       465  

Foreign

      5,746        3,330  
  

 

 

     

 

 

  

Total Current

      5,835        6,408  

Deferred

      

Federal

      745        (772 ) 

State

      217        (167 ) 

Foreign

      (3,735 )       (2,352 ) 
  

 

 

     

 

 

  

Total Deferred

      (2,773 )       (3,291 ) 
  

 

 

     

 

 

  

Total

    $ 3,062      $ 3,117  
  

 

 

     

 

 

  

A reconciliation of income tax expense computed at the statutory federal income tax rate to income taxes as reflected in the financial statements is as follows:

 

     Year Ended December 31,  
     2020     2019  

Federal income tax expense

      21.0 %      21.0 % 

State income tax expense, net of federal tax effect

      2.2 %      (3.0 )% 

Permanent differences

      (0.6 )%      (1.2 )% 

Foreign rate differential

      3.0 %      7.1 % 

Other adjustments

      (7.9 )%      (3.2 )% 

Withholding tax

      (0.9 )%      (2.3 )% 

Forgiveness of loans to directors

      -         (49.3 )% 

Unrecognized tax benefits

      (0.8 )%      (1.9 )% 

Valuation allowance

      (29.9 )%      (0.1 )% 
  

 

 

    

 

 

  
     (13.9 )%      (32.9 )% 
  

 

 

    

 

 

  

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The significant components of the Company’s deferred tax assets are comprised of the following (in thousands):

     Year Ended December 31,  
     2020     2019  

Accrued Expenses

    $ 1,812     $ 972  

Deferred Revenue

      1,665       1,253  

Net operating loss & other carryforward

      7,951       1,104  

Property and Equipment

      (116 )      (106 ) 

Transaction costs

      2,509       925  

Deferred costs

      (1,802 )      -    

Change in value of derivative liabilities

      2,095       -    

Other

      -         281  

Less: Valuation allowance

      (7,018 )      (198 ) 
  

 

 

    

 

 

  

Total net deferred tax assets

    $ 7,096     $ 4,231  
  

 

 

    

 

 

  

The Company had gross deferred tax assets of $16.0 million and $4.5 million and gross deferred tax liabilities of $1.9 million and $0.1 million at December 31, 2020 and 2019, respectively.

Gross deferred tax assets are reduced by valuation allowances to the extent the Company determines it is not more-likely-than-not the deferred tax assets are expected to be realized.

The Company evaluates its valuation allowance on an annual basis based on all the available positive and negative evidence. When circumstances change and this causes a change in management’s judgment about the realizability of deferred tax assets, the impact of the change on the valuation allowance is reflected in current operations.

Based on the Company’s policy on deferred tax valuation allowances and its analysis of positive and negative evidence with a few exceptions, management believed that there was sufficient evidence, including, but not limed to, projection of future taxable income, for the Company to conclude that it was more likely than not that it would realize its deferred tax assets as of December 31, 2019 and December 31, 2020, excluding the deferred tax assets of the parent F45 Training Holdings. A valuation allowance was recorded against all of the deferred tax assets of F45 Training Holdings since the entity has not recognized any revenue and only expects to incur costs.

At December 31, 2020, the Company recorded $7.0 million of valuation allowances against gross deferred tax assets related to net operating losses and other deferred tax assets of F45 Training Holdings. The net increase/(decrease) in the valuation allowance for deferred tax assets was $6.8 million and $0.2 million for the years ended December 31, 2020 and 2019, respectively.

The Company files income tax returns in the U.S., Australia and several other foreign jurisdictions. The Company is subject to routine audits by taxing jurisdictions, however, there are currently no audits for any tax periods in progress. All of the Company’s tax years remain open for audit.

Included in deferred tax assets are federal and state net operating loss carryforwards due to expire beginning in 2027 through various dates. The Company’s federal net operating loss

 

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carryforwards do not expire. As of December 31, 2020, the Company had federal, state, and foreign income tax net operating loss (NOL) carryforwards of $7.3 million, $7.2 million, and $13.1 million respectively.

The Company may recognize the tax benefit from an uncertain tax position claimed on a tax return only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement.

A reconciliation of the beginning and ending amount of gross unrecognized tax benefits (exclusive of interest and penalties) was as follows (in thousands):

 

     Year Ended
December 31,		  
     2020      2019  

Beginning balance

    $ 1,353      $ 1,353  

Gross increase - Tax positions in prior periods

      2,346        -    

Gross increase - Tax position in current period

      -          -    
  

 

 

     

 

 

  

Ending balance

    $ 3,699      $ 1,353  
  

 

 

     

 

 

  

Although it is reasonably possible that certain unrecognized tax benefits may increase or decrease within the next twelve months due to tax examination changes, settlement activities, expirations of statute of limitations, or the impact on recognition and measurement considerations related to the results of published tax cases or other similar activities, we do not anticipated any significant changes to unrecognized tax benefits over the next 12 months.

The Company recognizes interest and penalties related to income tax matters in income tax expense. Interest and penalties has recorded $0.4 million of interest and penalties for the year ended December 31, 2020.

As of December 31, 2020, the Company maintained an indefinite reinvestment assertion on undistributed earnings related to our foreign subsidiaries outside of the United States. Accordingly, no deferred taxes have been provided for withholding taxes or other taxes that would result upon repatriation of approximately $34.7 million of undistributed earnings from these foreign subsidiaries as those earnings continue to be permanently reinvested. It is not practicable to estimate income tax liabilities that might be incurred if such earnings were remitted to the United States due to the complexity of the underlying calculation.

Note 10—Related party transactions

As discussed in Note 1—Description of the business and basis of presentation, due to the repurchase of the Company’s shares from two primary directors that occurred in October 6, 2020, the Company no longer considers these two directors as related parties from October 6, 2020 onward.

The Company has a management service agreement with Group Training, LLC and its subsidiaries (collectively “Group Training”) under which the Company provides operational and administrative support services to Group Training. Group Training is owned by certain existing

 

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stockholders that are executive officers and directors of the Company, through which, they operate three F45 studios in the United States as of December 31, 2020. As of December 31, 2020 and 2019, the Company had receivables related to fees under this management service agreement of $0.4 million and $0.4 million, respectively. These amounts are included in due from related parties on the consolidated balance sheets. For the years ended December 31, 2020 and 2019, the Company recognized no franchise revenue and $0.5 million franchise revenue, respectively, in the consolidated statements of operations and comprehensive loss.

During the years ended December 31, 2020 and 2019, the Company also recognized $0.2 million and $0.2 million, respectively, in franchise revenue from studios owned by Group Training. As of December 31, 2020 and 2019, the Company had outstanding receivables from these studios of $0.4 million and $0.3 million, respectively. With respect to these transactions, the Company has presented the revenue recognized during these periods in franchise revenue and equipment and merchandise revenue and the related expenses in selling, general and administrative expenses in the consolidated statements of operations and comprehensive loss.

The Company purchased apparel and merchandise from a third-party vendor that was owned by immediate family members of an existing stockholder, executive officer and director of the Company prior to the repurchase of stocks in October 2020. During the years ended December 31, 2019, the Company incurred expenses totaling $0.1 million in connection with purchases of apparel and merchandise from a third-party vendor that was owned by immediate family members of an Existing Stockholder, executive officer and director of the Company. As of December 31, 2020 and 2019, the Company had no outstanding payables to the third-party vendor. The Company has presented the expenses incurred during these periods in related party expenses and accounts payable, related parties in the consolidated statements of operations and comprehensive loss.

During the years ended December 31, 2020 and 2019, the Company recognized franchise revenue of less than $0.2 million and less than $0.1 million, respectively, from studios owned by Messrs. Wahlberg and Raymond. As of December 31, 2020 and 2019, the Company had no outstanding receivables and less than $0.1 million, respectively. With respect to these transactions, the Company has presented the revenue recognized during these periods in franchise revenue and equipment and merchandise revenue and the related expenses in selling, general and administrative expenses in the consolidated statements of operations and comprehensive loss.

During the years ended December 31, 2020 and 2019, the Company recognized franchise revenue of less than $0.1 million and less than $0.1 million, respectively, from studios owned by an entity in which an existing stockholder that is an executive officer and director of the Company holds a 10% ownership interest. As of December 31, 2020 and 2019, the Company had no outstanding receivables from these studios and $0.1 million, respectively. With respect to these transactions, the Company has presented the revenue recognized during these periods in franchise revenue and equipment and merchandise revenue and the related expenses in selling, general and administrative expenses in the consolidated statements of operations and comprehensive loss.

During the years ended December 31, 2020 and 2019, the Company incurred expenses totaling $4.1 million and $2.6 million, respectively, in connection with certain shipping and logistic services from a third-party vendor that is owned by an immediate family member of an executive officer of the Company. As of December 31, 2020 and 2019, the Company had $0.3 million and $0.3 million of outstanding payables to the third-party vendor. The Company has presented the expenses incurred during these periods in cost of equipment and merchandise revenue in the consolidated statements of operations and comprehensive loss.

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

During the year ended December 31, 2019 a member of the Board of Directors signed agreements to acquire three F45 studios in the United States. For the year ended December 31, 2020 and 2019, the studio recognized franchise revenue and equipment and merchandise revenue of $0.2 million and $0.2 million, respectively. As of December 31, 2020 and 2019, the Company had outstanding receivables from these studios of $0.1 million and less than $0.1 million. These franchise arrangements were transacted at arm’s length pricing with standard contractual terms.

During the years ended December 31, 2020 and 2019, the Company recognized franchise revenue and equipment and merchandise revenue totaling $ 0.1 million and $0.1 million, respectively, from two and five studios owned by employees as of December 31, 2020 and 2019, respectively. As of December 31, 2020 and 2019, the Company had no receivables and less than $0.1 million of receivables related to this revenue.

Certain existing stockholders that are executive officers and directors of the Company personally $0.1 million guaranteed lease payments for the use of certain property in Paddington, Australia for the Company’s Australian franchise operations as of December 31, 2019. No future lease payments are guaranteed as of December 31, 2020.

In conjunction with the transaction with MWIG, the Company’s Board of Directors passed a resolution to forgive the $22.3 million in outstanding related party loans to certain existing stockholders that are executive officers and directors of the Company. The forgiveness of the loans to directors resulted in the outstanding balance being written off and recognized as compensation expense during the three months ended March 31, 2019.

Transaction with LIIT LLC

On June 23, 2020, the Company entered into an Asset Transfer and Licensing Agreement with LIIT LLC (“LIIT”) an entity wholly-owned by Adam Gilchrist (F45’s Co-Founder and Chief Executive Officer). Pursuant to this agreement, F45 will sell to LIIT certain at-home exercise equipment packages (including the intellectual property rights thereto) for $1.0 million payable on or before December 31, 2020. LIIT assumes all outstanding rights and obligations related to these exercise equipment packages from F45. In addition, pursuant to this agreement, LIIT will receive access to F45’s library of programming related to existing and future fitness content for the duration of the license period of 10 years. In exchange for this license, LIIT will pay F45 an annual license fee equal to the greater of (a) $1.0 million and (b) 6% of the annual gross revenue of LIIT, less any payments made by LIIT to third parties in connection with the sale of such exercise equipment packages. This agreement will expire on July 1, 2030, unless otherwise terminated upon mutual agreement of F45 and LIIT. Upon termination or expiration of this agreement, LIIT must: (i) immediately cease all use and application of the licensed intellectual property; (ii) promptly return to F45, or otherwise dispose of as F45 may instruct, all documents, databases, lists and materials (whether hard copy or electronic form) including any advertising and promotion material, labels, tags, packaging material, advertising and promotional matter and all other material relating to the licensed intellectual property in the possession or control of LIIT; and (iii) immediately cease to hold itself out as having any rights in relation to the licensed intellectual property from the date of termination.

In conjunction with the transaction with LIIT LLC, the Company recognized revenue and cost of sales of $1.5 million and $1.2 million, respectively, during the year ended December 31, 2020. The outstanding receivable balance as of the year ended December 31, 2020 was $1.5 million. The Company received payment of $1.0 million relating to the outstanding receivable in March 2021.

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

Related party franchise arrangements were transacted at arm’s length pricing with standard contractual terms.

Note 11—Commitments and contingencies

Litigation

Where appropriate, we establish accruals in accordance with FASB guidance over loss contingencies. As of December 31, 2020, the Company had established a litigation accrual of $3.2 million in Accounts payable and accrued expenses for claims brought against the Company in the ordinary course of business. Our accruals for loss contingencies are reviewed quarterly and adjusted as additional information becomes available. We disclose the amount accrued if we believe it is material or if we believe such disclosure is necessary for our financial statements to not be misleading. If a loss is not both probable and reasonably estimable, or if an exposure to loss exists in excess of the amount previously accrued, we assess whether there is at least a reasonable possibility that a loss, or additional loss, may have been incurred, and we adjust our accruals and disclosures accordingly. We do not presently believe that the ultimate resolution of the foregoing matters will have a material adverse effect on the Company’s results of operations, financial condition, or cash flows. The outcome of litigation and other legal and regulatory matters is inherently uncertain, however, and it is possible that one or more of the legal matters currently pending or threatened could have a material adverse effect on our liquidity, consolidated financial position, and/or results of operations.

On December 17, 2015, the Company entered into a marketing agreement (the “IMG Agreement”) with IMG College, LLC (“IMG”). During the year ended December 31, 2016, the F45 Predecessor Entities terminated the IMG Agreement and alleged that IMG had breached the IMG Agreement or procured it by fraud. On February 14, 2017, IMG filed a complaint for payment against the F45 Predecessor Entities in the state court in New Castle County. This matter was settled during the year ended December 31, 2019 for $1.3 million and reflected in Selling, general and administrative expenses.

Lease commitments

The Company leases two office buildings in the United States and other international locations. Future minimum lease payments, which include non-cancelable operating leases at December 31, 2020, are as follows (in thousands):

 

Year ending December 31,

    Operating Leases  

2021

    $ 1,770  

2022

      1,792  

2023

      1,832  

2024

      1,788  

2025

      1,745  

Thereafter

      5,972  
  

 

 

  

Total minimum lease payments

    $ 14,899  
  

 

 

  

Rent expense for all operating leases was $0.8 million and $0.5 million for the years ended December 31, 2020 and 2019, respectively.

During the year ended December 31, 2020, the Company had an outstanding guarantee of $3.1 million for a franchisee’s studio lease in the state of California.

 

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2020 Promotional Agreements

On October 15, 2020, the Company entered into promotional agreement with ABG-Shark, LLC. Pursuant to this agreement, Greg Norman will provide certain promotional services to the Company in exchange for annual compensation. In addition, should the Company become publicly traded, ABC-Shark would be entitled to receive additional performance-based cash compensation based on the Company’s enterprise value. On the same date, Malibu Crew, Inc., a subsidiary of the Company, also entered into a promotional agreement with Greg Norman, whereby, he will provide certain promotional services to the Company in exchange for equity compensation equal to 15% of the fair market value of Malibu Crew. As of December 31, 2020, Malibu Crew had no operating activity. Both of these promotional agreements expire on October 14, 2025. It is not currently possible to determine the amounts of additional performance-based cash compensation and equity compensation that the Company will ultimately be required to pay under these two agreements as they are subject to many variables.

On November 24, 2020, the Company entered into a promotional agreement with DB Ventures Limited (“DB Ventures”). Pursuant to this agreement, DB Ventures will provide certain promotional services to the Company in exchange for annual compensation. In addition, for the use of certain image rights over the contractual term, DB Ventures is entitled to a $10 million cash payment if the Company is not publicly traded within 12 months from the execution of this agreement. If the Company were to become publicly traded within 12 months from the execution of this agreement, DB Ventures is entitled to receive the greater of 1% of the Company’s issued and outstanding common stock or $5 million on the six- and 12-month anniversaries of the Company becoming publicly traded. This agreement will expire on December 5, 2025. The Company will recognize expenses related to promotional activities and image rights under this agreement ratably over the five-year contractual term. As part of the agreement, the Company is obligated to create two F45 studios for DB Ventures who will then have the option to take ownership of the studios upon termination of the agreement for no additional service or consideration. As of December 31, 2020, these studio and related lease agreements had yet to commence. For the year ended December 31, 2020, the Company recorded $0.2 million in expense related to this agreement.

Note 12—Convertible Preferred Stock and Stockholders’ Deficit

Issuance of convertible preferred stock and common stock

In connection with the transaction with MWIG described in Note 1—Nature of the business and basis of presentation, the Company amended its articles of incorporation and authorized 108,000,000 shares of common stock with a par value of $0.00005, and 11,000,000 shares of preferred stock with a par value of $0.0001. As of December 31, 2020, and December 31, 2019, the Company had 29,281,514 shares of common stock and 9,854,432 shares of convertible preferred stock issued and 58,000,000 shares of common stock and 11,000,000 of convertible preferred stock outstanding, respectively.

As part of the transaction with MWIG and in return for Flyhalf Acquisition Company Pty Ltd acquiring 100% of the shares in F45 Aus Hold Co, the Company issued 58,000,000 shares of its common stock to F45 Aus Hold Co’s existing stockholders. In addition, Flyhalf Acquisition Company Pty Ltd made a payment to F45 Aus Hold Co’s existing stockholders of $100.0 million.

The payment of $100.0 million was funded by MWIG, subscribing for 10,000,000 shares of preferred stock at $10 per share in the Company. This amount was ultimately paid to F45 Aus Hold Co’s existing stockholders pro rata in proportion to their interests in F45 Aus Hold Co. Further, Flyhalf Acquisition Company Pty Ltd issued $50.0 million secured promissory notes to F45 Aus Hold Co’s existing stockholders pro rata in proportion to their interests in F45 Aus Hold Co (the “Sellers Notes”).

 

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

The $100.0 million payment, $50.0 million Sellers Notes and related interest thereon have been recorded as a dividend in the consolidated statements of changes in convertible preferred stock and stockholders’ deficit during the year ended December 31, 2019. In addition to the initial issue of 10,000,000 shares of Preferred Stock, MWIG was granted an option to acquire an additional 1,000,000 shares of Preferred Stock for $10 per share under the Share Purchase Agreement. The $10.0 million in funds raised by the issue of the additional Preferred Stock were used in full to partially settle the outstanding Sellers Notes.

On December 30, 2020, MWIG converted 1,145,568 shares of preferred stock of the Company into 3,181,514 shares of common stock of the Company and sold those shares of common stock to affiliates of L1 Capital Fund, an Australian based global fund manager.

The rights and features of the Company’s preferred stock are as follows:

Dividends

The Company shall not declare, pay or set aside any dividends on shares of any other class or series of capital stock of the Company (other than stock dividends) unless the holders of the preferred stock then outstanding shall first receive, or simultaneously receive, a dividend on each outstanding share of preferred stock in an amount at least equal to the product of (1) the dividend payable on each share of such class or series determined, if applicable, as if all shares of such class or series had been converted into common stock and (2) the number of shares of common stock issuable upon conversion of a share of preferred stock.

Liquidation

Upon the occurrence of a deemed liquidation event, as defined in the Company’s Amended and Restated Certificate of Incorporation, the holders of preferred stock shall be entitled to receive, before any distribution or payment to the holders of common stock, an amount equal to the greater of (1) preferred stock issue price per share for such preferred stock, as adjusted to reflect any combination or subdivision, stock dividend or other similar recapitalization, plus declared but unpaid dividends, if any, on such shares, and (2) the amount per share of common stock to which the holder would be entitled had all outstanding Preferred Stock shares been converted to common stock immediately before the distribution. After the distributions or payments to the holders of preferred stock have been paid in full, the entire remaining assets and funds, if any, will be distributed ratably among the holders of common stock in proportion to the number of shares of common stock held by them.

Conversion

The holder of each share of preferred stock has the option to convert the share at any time, into the number of fully paid and non-assessable shares of common stock that results from dividing the preferred stock issue price for the preferred stock share by the preferred stock conversion price that is in effect at the time of conversion. In addition, on (i) the consummation of Qualified Public Offering (as defined in the Company’s Amended and Restated Certificate of Incorporation) or (ii) with the consent of the holders of a majority of the outstanding shares of preferred stock, each share of preferred stock will be automatically converted. The preferred stock conversion price should initially be equal to the preferred stock issue price but subject to special adjustment upon either a Qualified Public Offering, a deemed liquidation event or a fair market value determination (each a “Conversion Price Adjustment Event”). Upon the occurrence of a Conversion Price Adjustment Event, the conversion price will be

 

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adjusted based on a formula, as defined in the Company’s Amended and Restated Certificate of Incorporation, which results in reductions to the preferred stock conversion price and additional value to the holder based on higher enterprise value; provided that in no event shall the preferred stock conversion price exceed $10.00 or be less than $7.2014 (subject to appropriate adjustment in the event of any combination or subdivision, stock dividend or other similar recapitalization).

Voting rights

The holders of preferred, on an as-converted basis, and common stock vote together as a single class, except with respect to certain matters specified in the Company’s Amended and Restated Certificate of Incorporation that require the separate approval of the holders of preferred stock.

The Company classifies the preferred stock in temporary equity in accordance with ASC 480-10-S99 because the preferred stock is redeemable for cash or other assets of the Company upon a Deemed Liquidation Event (as defined in the Company’s Amended and Restated Certificate of Incorporation) that are not solely within the control of the Company. The net carrying amount of the preferred stock is not currently accreted to a redemption value because the preferred stock is not currently redeemable or probable of becoming redeemable in the future.

Note 13—Stock-based compensation

Issuance of restricted stock units

In connection with the transaction with MWIG described in Note 1—Nature of the business and basis of presentation, on March 15, 2019, the Company entered into a promotional agreement with Mark Wahlberg (“Mr. Wahlberg”), a member of the Company’s Board of Directors and an investor in MWIG, pursuant to which Mr. Wahlberg agreed to provide promotional services to the Company. In exchange for the agreed upon services provided in the promotional agreement, the Company issued 2,738,648 restricted stock units to Mr. Wahlberg.

The restricted stock units vest based on the Company attaining certain valuation thresholds upon a vesting event, defined as: (i) a deemed liquidation event or change in control; (ii) the closing of a financing transaction including the sale, issuance or redemption of the Company’s (or one of its subsidiaries) equity securities, and any initial public offering; or (iii) at any time that the Company’s common stock is publicly traded, with the Company’s equity value exceeding the following thresholds:

 

Company

equity value

threshold

    Restricted stock
units vested		  

$1.0 billion

      912,882  

$1.5 billion

      912,882  

$2.0 billion

      912,884  

The Company determined that the restricted stock units are equity classified awards within the scope of ASC 718, Compensation—Stock Compensation that contain both performance (deemed liquidation event, closing of a financing transaction or the public trading of the Company’s common stock) and market conditions (achievement of prescribed Company equity values) in order for the units to vest. As the achievement of the performance condition is not probable until one of the vesting events has occurred, no stock-based compensation expense was recognized during the year ended December 31, 2020 and 2019 related to these awards.

 

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Upon achievement of a performance condition and the Company reaching a prescribed company equity value threshold, the Company will recognize the grant date fair value of all vested restricted stock units immediately as stock-based compensation cost. In the event that a performance condition were achieved and the Company did not reach a prescribed company equity value threshold, none of these restricted stock units will have vested, however, the grant date fair value of these units will be recognized as compensation expense as of the date of the achievement of the performance condition as long as Mr. Wahlberg renders the requisite service under the terms of the promotional agreement.

The weighted-average grant date fair value of the restricted stock units was $0.38 as of the grant date. There were no restricted stock units that vested or were cancelled or forfeited during the years ended December 31, 2019 and December 31, 2020. In addition, there were no restricted stock units granted during the year ended December 31, 2020. For the year ended December 31, 2020, there was $1.0 million of unrecognized stock-based compensation expense related to the unvested restricted stock units. There was no stock compensation expense recorded for the year ended December 31, 2020. The Company determined the fair value of the restricted stock units using a Monte-Carlo simulation in a risk-neutral framework considering both an initial public offering and a Company sales scenario with an implied equity value based upon the $10 preferred stock price. The other significant assumptions used in the analysis were as follows:

 

Scenario:

    IPO     Sale  

Probability

      50.00 %      50.00 % 

Term (years)

      0.75       3.50  

Remaining Term of the RSUs (years)

      5.00       3.50  

Dividend yield

      0.00       0.00  

Risk-free rate

      2.40       2.40  

Volatility

      35.00 %      35.00 % 

New equity-based compensation plan

Effective September 20, 2019, the Company adopted an equity-based compensation plan, the 2019 Equity Incentive Plan (the “2019 Plan”), authorizing the grant of equity-based awards including incentive stock options, non-statutory stock options, stock appreciation rights restricted stock awards and restricted stock unit awards to non-employee directors and to employees, including officers, and consultants engaged by the Company or one of its subsidiaries.

Only the Company’s employees and those of its affiliates are eligible to receive incentive stock options. Subject to adjustment for certain dilutive or related events, the aggregate maximum number of shares of our common stock that may be subject to stock awards under the 2019 Plan is 10,143,140 shares. No awards have been issued under the 2019 Plan.

 

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F45 Training Holdings Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

Note 14—Basic and diluted loss per share

The computation of (loss) earnings per share and weighted average shares of the Company’s common stock outstanding for the periods presented are as follows (in thousands, except share and per share data (in thousands)):

 

    For the Year Ended
December 31,		  
    2020     2019  

Numerator:

    

Loss

   $ (25,289 )    $ (12,602 ) 

Loss allocated to participating preferred shares

     -         -    
 

 

 

    

 

 

  

Net loss attributable to common stockholders—basic and diluted

   $ (25,289 )    $ (12,602 ) 
 

 

 

    

 

 

  

Denominator:

    

Weighted average common shares outstanding—basic and diluted

     50,434,598       58,000,000  

Loss per share:

    

Basic and diluted

   $ (0.50 )    $ (0.22 ) 

Anti-dilutive securities excluded from diluted loss per share:

    

Convertible preferred stock

     9,854,432       11,000,000  

Restricted stock units

     2,738,648       2,738,648  

Convertible notes

     5,856,302       -    
 

 

 

    

 

 

  

Total

     18,449,382       13,738,648  
 

 

 

    

 

 

  

Note 15—Segment and geographic area information

The Company’s operating segments align with how the Company manages its business and interacts with its franchisees on a geographic basis. F45 is organized by geographic region based on the Company’s strategy to become a globally recognized brand. F45 has three reportable segments: United States, Australia, and Rest of World. The Company refers to “Australia” as the operations in Australia, New Zealand and the immediately surrounding island nations. The Company refers to “Rest of World” as the operations in locations other than the United States and Australia. The Company’s Chief Operating Decision Maker (“CODM”) group is comprised of two executive officers, Messrs. Adam Gilchrist and Chris Payne. Segment information is presented in the same manner that the Company’s CODM reviews the operating results in assessing performance and allocating resources. The CODM reviews revenue and gross profit for each of the reportable segments. Gross profit is defined as revenue less cost of revenue incurred by the segment.

The Company does not allocate assets at the reportable segment level as these are managed on an entity wide group basis.

 

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F45 Training Holdings Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

The following is key financial information by reportable segment which is used by management in evaluating performance and allocating resources (in thousands):

 

     For the Year Ended December 31, 2020  
     Revenue      Cost of revenue      Gross profit  

United States:

         

Franchise

    $ 30,962      $ 6,996      $ 23,966  

Equipment and merchandise

      14,086        10,053        4,033  
  

 

 

     

 

 

     

 

 

  
   $ 45,048      $ 17,049      $ 27,999  
  

 

 

     

 

 

     

 

 

  

Australia:

         

Franchise

    $ 10,577      $ 760      $ 9,817  

Equipment and merchandise

      6,307        6,158        149  
  

 

 

     

 

 

     

 

 

  
   $ 16,884      $ 6,918      $ 9,966  
  

 

 

     

 

 

     

 

 

  

Rest of World:

         

Franchise

    $ 11,016      $ 181      $ 10,835  

Equipment and merchandise

      9,365        5,502        3,863  
  

 

 

     

 

 

     

 

 

  
   $ 20,381      $ 5,683      $ 14,698  
  

 

 

     

 

 

     

 

 

  

Consolidated

         

Franchise

    $ 52,555      $ 7,937      $ 44,618  

Equipment and merchandise

      29,758        21,713        8,045  
  

 

 

     

 

 

     

 

 

  
   $ 82,313      $ 29,650      $ 52,663  
  

 

 

     

 

 

     

 

 

  

 

     For the Year Ended December 31, 2019  
     Revenue      Cost of revenue      Gross profit  

United States:

         

Franchise

    $ 24,783      $ 9,971      $ 14,812  

Equipment and merchandise

      28,081        14,273        13,808  
  

 

 

     

 

 

     

 

 

  
   $ 52,864      $ 24,244      $ 28,620  
  

 

 

     

 

 

     

 

 

  

Australia:

         

Franchise

    $ 10,763      $ 534      $ 10,229  

Equipment and merchandise

      9,591        7,465        2,126  
  

 

 

     

 

 

     

 

 

  
   $ 20,354      $ 7,999      $ 12,355  
  

 

 

     

 

 

     

 

 

  

Rest of World:

         

Franchise

    $ 7,351      $ 805      $ 6,546  

Equipment and merchandise

      12,121        4,940        7,181  
  

 

 

     

 

 

     

 

 

  
   $ 19,472      $ 5,745      $ 13,727  
  

 

 

     

 

 

     

 

 

  

Consolidated

         

Franchise

    $ 42,897      $ 11,310      $ 31,587  

Equipment and merchandise

      49,793        26,678        23,115  
  

 

 

     

 

 

     

 

 

  
   $ 92,690      $ 37,988      $ 54,702  
  

 

 

     

 

 

     

 

 

  

 

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F45 Training Holdings Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

Selling, general and administrative expenses, other expenses, and taxes are not allocated to individual segments as these are managed on an entity wide group basis. The reconciliation between reportable segment gross profit to consolidated net loss is as follows (in thousands):

 

     For the Year Ended
December 31,		  
      2020       2019   

Segment gross profit

    $ 52,663     $ 54,702  

Selling, general and administrative expense

      57,827       41,126  

Forgiveness of loans to directors

      -         22,263  

Change in value of derivative liability

      8,818       -    

Interest expense, net

      9,399       414  

Other (income) expense, net

      (1,154 )      384  

Provision for income taxes

      3,062       3,117  
  

 

 

    

 

 

  

Net loss

    $ (25,289 )    $ (12,602 ) 
  

 

 

    

 

 

  

As of December 31, 2020 and 2019, the Company’s long-lived asset balances were not significant.

Note 16—Subsequent events

The Company has evaluated subsequent events from December 31, 2020 through May 2021 the date on which the December 31, 2020 consolidated financial statements were available for issuance and has determined that there are no subsequent events requiring adjustments to or disclosure in the consolidated financial statements, other than as discussed below. The Company has also evaluated subsequent events through July 6, 2021 for the effects of the stock split described in Note 2.

On March 31, 2021, the Company entered into an intellectual property license agreement with FW SPV II LLC (“FW SPV”), a Delaware limited liability company, regarding certain intellectual property previously owned by Flywheel Sports, Inc. (“Flywheel IP”). The license agreement is for a period of five years at a rate of $5 million per year. Also, on March 31, 2021, the Company entered into an asset purchase agreement with FW SPV, whereby the Company can acquire the rights to the Flywheel IP upon the occurrence of certain circumstances for $25 million.

On April 12, 2021, the Company entered into a promotional agreement with Magic Johnson Entertainment. Pursuant to this agreement, Earvin “Magic” Johnson, Jr. will provide certain promotional services to the Company in exchange for compensation. In addition, should the Company become publicly traded, Magic Johnson Entertainment would be entitled to receive performance-based equity compensation. The Company is still evaluating the accounting impact of this arrangement. The agreement between the Company and Magic Johnson Entertainment terminates on January 23, 2026.

 

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20,312,500 Shares

F45 Training Holdings Inc.

Common Stock

 

                                                 

 

LOGO

 

                                                 

Goldman Sachs & Co. LLC

J.P. Morgan

Baird

Cowen

Guggenheim Securities

Macquarie Capital

Roth Capital Partners

Through and including                , 2021 (the 25th day after the date of this prospectus), all dealers that buy, sell or trade in our common shares, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

 

 

 

Table of Contents

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

The following table sets forth the fees and expenses, other than underwriting discounts and commissions, payable by us in connection with the offering described in this registration statement. All amounts shown are estimates other than the SEC registration fee, the FINRA filing fee and the exchange listing fee.

 

SEC registration fee

    $ 43,325  

FINRA filing fee

      60,066  

Exchange listing fee

      270,000  

Printing fees and expenses

      700,000  

Legal fees and expenses

      2,325,000  

Accounting fees and expenses

      1,530,000  

Registrar and transfer agent fees

      25,000  

Miscellaneous expenses

      100,000  
  

 

 

  

Total

    $ 5,203,391  

Item 14. Indemnification of Directors and Officers

Prior to the consummation of this offering, we intend to enter into indemnification agreements with each of our current directors and executive officers. These agreements require us to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to us and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. We also intend to enter into indemnification agreements with our future directors and executive officers.

Section 145 of the DGCL provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee or agent to the registrant. The DGCL provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise. Our amended and restated bylaws that will be effective upon the closing of this offering provide for indemnification by the registrant of its directors, officers and employees to the fullest extent permitted by the DGCL.

Section 102(b)(7) of the DGCL permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for unlawful payments of dividends or unlawful stock repurchases, redemptions or other distributions, or (iv) for any transaction from which the director derived an improper personal benefit. Our amended and restated certificate of incorporation that will be effective upon the closing of this offering provides for such limitation of liability.

 

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Table of Contents

We maintain standard policies of insurance under which coverage is provided (a) to our directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act, and (b) to us with respect to payments we may make to our officers and directors pursuant to the above indemnification provision or otherwise as a matter of law.

The underwriters are obligated, under certain circumstances, pursuant to the underwriting agreement filed as Exhibit 1.1 hereto, to indemnify us, our officers, directors and the selling stockholder against liabilities under the Securities Act.

Item 15. Recent Sales of Unregistered Securities

Since March 12, 2019, the date of our formation, the Registrant has issued and sold the following securities:

On March 12, 2019, in connection with our formation, the Registrant issued and sold an aggregate of two shares of common stock to our initial stockholders, Michael Raymond and Matthew Strunk, for an aggregate purchase price of $2.00. Such shares were redeemed by us on March 15, 2019 in connection with the MWIG Transaction. The issuance of these shares of common stock were deemed to be exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act.

On March 15, 2019, in connection with the MWIG Transaction as further described under “Certain Relationships and Related Party Transactions—MWIG Transaction” in the prospectus that forms a part of this registration statement, the Registrant issued and sold the following securities:

 

  •  

10,000,000 shares of convertible preferred stock to MWIG, for $100,000,000 in cash. The issuance of these shares of preferred stock were deemed to be exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act.

 

  •  

29,000,000 shares of our common stock to our initial stockholders (of which 13,050,000 shares were issued to Mr. Gilchrist, 13,050,000 shares were issued to Mr. Deutsch and 2,900,000 shares were issued to The 2M Trust) in exchange for all of the existing capital stock they held in our predecessor. The issuance of these such shares of common stock were deemed to be exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act.

 

  •  

1,369,324 restricted stock units to Mr. Wahlberg which vest in three tranches, upon the occurrence of certain events, if the Registrant attains certain valuation thresholds. The restricted stock units were issued in consideration for Mr. Wahlberg’s provision of certain promotional services to the Registrant. See “Certain Relationships and Related Party Transactions—Promotional Agreement” in the prospectus that forms a part of this registration statement. The issuance of such restricted stock units were deemed to be exempt from registration in reliance upon Section 4(a)(2) of the Securities Act.

On April 26, 2019, in connection with the subsequent MWIG investment, the Registrant issued and sold an additional 1,000,000 shares of convertible preferred stock for $10,000,000 in cash. The issuance of these shares of preferred stock were deemed to be exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act.

On October 6, 2020, we issued convertible notes in the aggregate principal amount of $100,000,000 to entities affiliated with KLIM. The issuance of the convertible notes were deemed to be exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act.

None of the foregoing transactions involved any underwriters, underwriting discounts or commissions or any public offering.

 

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Table of Contents

Item 16. Exhibits and Financial Statement Schedules

 

  (a)

Exhibits.    The following exhibits are included herein or incorporated herein by reference:

 

  Exhibit No.

  

Description

    1.1   Form of Underwriting Agreement.
    2.1**#   Asset Purchase Agreement, dated as of March 31, 2021, by and among F45 Training Incorporated, FW SPV LLC, and FW SPV II LLC.
    3.1**   Amended and Restated Certificate of Incorporation, as currently in effect.
    3.2**   Certificate of Amendment to Amended and Restated Certificate of Incorporation.
    3.3**  

Certificate of Amendment to Amended and Restated Certificate of Incorporation.

    3.4   Certificate of Amendment to Amended and Restated Certificate of Incorporation.
    3.5   Form of Amended and Restated Certificate of Incorporation, to be in effect upon completion of this offering.
    3.6**   Bylaws, as currently in effect.
    3.7**   First Amendment to Bylaws, as currently in effect.
    3.8   Form of Amended and Restated Bylaws, to be in effect upon completion of this offering.
    5.1   Opinion of Gibson, Dunn & Crutcher LLP.
  10.1**#   Credit Agreement, dated as of September  18, 2019, among F45 Training Holdings Inc., the other loan parties thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, Australian Security Trustee, Lender, Swingline Lender and Issuing Bank.
  10.2**#   First Amendment to Credit Agreement, dated as of June  23, 2020, among F45 Training Holdings Inc., the other loan parties thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, Australian Security Trustee, Lender, Swingline Lender and Issuing Bank.
  10.3**#   Second Amendment to Credit Agreement, dated as of October  6, 2020, by and among F45 Training Holdings Inc., the lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent.
  10.4**#   Subordinated Credit Agreement, dated as of October  6, 2020, by and among F45 Training Holdings Inc., the other loan parties thereto, the lenders party thereto, and Alter Domus (US) LLC, as Administrative Agent and Australian Security Trustee.
  10.5**#   Subordinated Convertible Credit Agreement, dated as of October  6, 2020 by and among F45 Training Holdings Inc., and the holders party thereto.
  10.6**#   Share Purchase Agreement, by and among F45 Training Holdings Inc., Flyhalf Acquisition Company Pty Ltd, MWIG LLC, F45 Aus Hold Co Pty Ltd. and Sellers, dated as of March 15, 2019.
  10.7**  

F45 Training Holdings Inc. Second Amended and Restated Stockholders’ Agreement, by and among F45 Training Holdings Inc., MWIG LLC, Kennedy Lewis Management LP , L1 Capital Long Short Fund, L1 Long Short Fund Limited, L1 Capital Global Opportunities Master Fund, L1 Capital Long Short (Master) Fund, and GIL SPE, LLC, dated as of December 30, 2020.

 

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  Exhibit No.

  

Description

  10.8  

Form of F45 Training Holdings Inc. Third Amended and Restated Stockholders Agreement by and among F45 Training Holdings Inc., MWIG LLC, Kennedy Lewis Management LP, L1 Capital Long Short Fund, L1 Long Short Fund Limited, L1 Capital Global Opportunities Master Fund, L1 Capital Long Short (Master) Fund, and GIL SPE, LLC.

  10.9**   Guaranty, by and among F45 Training Holdings Inc., Adam James Gilchrist, Robert Benjamin Deutsch, and The 2M Trust, dated as of March 15, 2019.
  10.10**   Secured Promissory Note issued by Flyhalf Acquisition Company Pty Ltd to Adam James Gilchrist for the principal sum of $22,500,000, dated as of March 15, 2019.
  10.11**   Secured Promissory Note issued by Flyhalf Acquisition Company Pty Ltd to Robert Benjamin Deutsch for the principal sum of $22,500,000, dated as of March 15, 2019.
  10.12**   Secured Promissory Note issued by Flyhalf Acquisition Company Pty Ltd to The 2M Trust for the principal sum of $5,000,000, dated as of March 15, 2019.
  10.13**   Promotional Agreement, by and between F45 Training Holdings Inc. and Mark Wahlberg, dated as of March 15, 2019.
  10.14**   Common Stock Sale Agreement, dated as of October 6, 2020, by and between Robert B. Deutsch and F45 Training Holdings Inc.
  10.15**   Common Stock Sale Agreement, dated as of October  6, 2020, by and between 2M Properties Pty Ltd (CAN 109 057 383), as trustee for The 2M Trust, and F45 Training Holdings Inc.
  10.16†   Non-Employee Director Compensation Program.
  10.17**†   Form of Indemnification Agreement between F45 Training Holdings Inc. and each of its directors and executive officers.
  10.18†   F45 Training Holdings Inc. 2021 Equity Incentive Plan.
  10.19†   Form of Stock Option Agreement under F45 Training Holdings Inc. 2021 Equity Incentive Plan.
  10.20†   Form of Non-Employee Director Restricted Stock Agreement under F45 Training Holdings Inc. 2021 Equity Incentive Plan.

 

  10.21†

  

 

Letter Agreement, by and between Luke Armstrong and F45 Training Pty Ltd, dated as of May 2, 2019.

  10.22**†   Letter Agreement, by and between Chris Payne and F45 Training Pty Ltd, dated as of May 16, 2018.
  10.23**†   Letter Agreement, by and between Patrick Grosso and F45 Training Incorporated, dated as of October 10, 2019.
  10.24**†   Letter Agreement, dated as of September 10, 2019, by and between F45 Training Incorporated and Elliot Capner.
  10.25**†   Letter Agreement by and between F45 Training Incorporated and Heather Christie, dated as of July 13, 2018.
  10.26**†   Amendment to Letter Agreement, by and between F45 Training Incorporated and Heather Christie, dated as of January 16, 2020.
  10.27**   Amended and Restated Promotional and Advisory Services Agreement, entered into as of April  12, 2021, by and between F45 Training Holdings Inc. and Magic Johnson Entertainment d/b/a Magic Johnson Enterprises f/s/o Earvin Johnson, Jr.

 

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Table of Contents

  Exhibit No.

  

Description

  10.28**   Promotional Agreement, entered into as of November 24, 2020, by and between F45 Training Holdings Inc. and DB Ventures Limited
  10.29**   Promotional Agreement, entered into as of October 15, 2020, by and between F45 Training Holdings Inc. and ABG-Shark, LLC
  10.30**   Promotional Agreement, entered into as of October 15, 2020, by and between Malibu Crew, Inc. and ABG-Shark, LLC
  10.31**†   Restrictive Covenant Agreement, entered into as of October 6, 2020, by and between F45 Training Incorporated and Adam Gilchrist.
  10.32**#   Asset Transfer and Licensing Agreement, dated as of June 23, 2020, between F45 Training Incorporated and LIIT LLC.
  10.33**#   Amended and Restated Sale Cooperation Agreement, entered into as of October  6, 2020, by and between F45 Training Holdings Inc., Robert B. Deutsch, Adam J. Gilchrist, and MWIG LLC.
  10.34**   Intellectual Property License Agreement, dated as of March  31, 2021, by and among F45 Training Incorporated, FW SPV LLC and FW SPV II LLC.
  10.35   Promotional Agreement, entered into June 25, 2021, effective July 1, 2021, by and between F45 Training Holdings Inc. and Craw Daddy Productions, Inc. f/s/o Cindy Crawford.
  10.36   Promotional Agreement, entered into June 25, 2021, effective July 1, 2021, by and between Avalon House, Inc. and Craw Daddy Productions, Inc. f/s/o Cindy Crawford.
  10.37†   Executive Employment Agreement, entered into as of July 5, 2021, by and between Adam Gilchrist and F45 Training Holdings Inc.
  10.38†   Executive Employment Agreement, entered into as of July 5, 2021, by and between Luke Armstrong and F45 Training Holdings Inc.
  10.39†   Executive Employment Agreement, entered into as of July 5, 2021, by and between Chris Payne and F45 Training Holdings Inc.
  10.40†   Executive Employment Agreement, entered into as of July 5, 2021, by and between Patrick Grosso and F45 Training Holdings Inc.
  10.41†   Form of Restricted Stock Unit Agreement under F45 Training Holdings Inc. 2021 Equity Incentive Plan.
  21.1   List of Subsidiaries of the Registrant.
  23.1   Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.
  23.2   Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1).
  24.1**   Power of Attorney (included on the signature page to the initial filing of this registration statement).
  99.1   Consent of Richard Grellman.
  99.2   Consent of Elizabeth Josefsberg.
  99.3   Consent of Lee Wallace.
  99.4   Consent of Ruth Zukerman.

 

**

Previously filed.

 

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#

Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. F45 Training Holdings Inc. hereby undertakes to furnish supplementally copies of any of the omitted schedules and exhibits upon request by the Securities and Exchange Commission.

 

†

Management contract or compensatory plan arrangement.

(b) Financial Statement Schedules. None. Financial statement schedules have been omitted because the information called for is not required or is included in our consolidated financial statements included elsewhere in this Registration Statement or in the notes thereto.

Item 17. Undertakings

Insofar as indemnification for liabilities arising under the Securities Act of 1933, may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

 

  (a)

For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

 

  (b)

For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Austin, State of Texas, on July 7, 2021.

 

F45 TRAINING HOLDINGS INC.
By:  

/s/ Adam J. Gilchrist

  Adam J. Gilchrist
  President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Adam J. Gilchrist

Adam J. Gilchrist

   

President, Chief Executive Officer and

Director

(Principal Executive Officer)

   July 7, 2021

*

Chris E. Payne

   

Chief Financial Officer and Director

(Principal Accounting and Financial

Officer)

   July 7, 2021

*

Michael T. Raymond

   

Director

   July 7, 2021

*

Darren Richman

   

Director

   July 7, 2021

*

Mark Wahlberg

   

Director

   July 7, 2021

 

*By:  

/s/ Adam J. Gilchrist

Name:   Adam J. Gilchrist
Title:  

Attorney-in-Fact

 

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EX-1.1 2 d144166dex11.htm EX-1.1 EX-1.1

Exhibit 1.1

F45 Training Holdings Inc.

Common Stock, $0.00005 Par Value per Share

 

 

Underwriting Agreement

[ 🌑 ], 2021

Goldman Sachs & Co. LLC and

J.P. Morgan Securities LLC

As representatives (the “Representatives”) of the several Underwriters named in Schedule I hereto,

c/o Goldman Sachs & Co. LLC

200 West Street

New York, New York 10282

and

c/o J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

Ladies and Gentlemen:

F45 Training Holdings Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ 🌑 ] shares and, at the election of the Underwriters, up to [ 🌑 ] additional shares of the common stock, par value $0.00005 per share, of the Company (“Stock”), and the stockholder of the Company named in Schedule II hereto (the “Selling Stockholder”) proposes, subject to the terms and conditions stated in this Agreement, to sell to the Underwriters an aggregate of [ 🌑 ] shares and, at the election of the Underwriters, up to [ 🌑 ] additional shares of Stock. The aggregate of [ 🌑 ] shares to be sold by the Company and the Selling Stockholder is herein called the “Firm Shares” and the aggregate of [ 🌑 ] additional shares to be sold by the Company and the Selling Stockholder is herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.

1. (a) The Company represents and warrants to, and agrees with, each of the Underwriters that:

(i) A registration statement on Form S–1 (File No. 333-257193) (the “Initial Registration Statement”) in respect of the Shares has been filed with the Securities and Exchange Commission (the “Commission”); the Initial Registration Statement and any post-effective amendment thereto, each in the form heretofore delivered to you, have been declared effective by the Commission in such form; other than a registration statement, if any, increasing the size

of the offering (a “Rule 462(b) Registration Statement”), filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Act”), which became effective upon filing, no other document with respect to the Initial Registration Statement has been filed with the Commission; and no stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Act has been initiated or, to the knowledge of the Company, threatened by the Commission (any preliminary prospectus included in the Initial Registration Statement or filed with the Commission pursuant to Rule 424(a) of the rules and regulations of the Commission under the Act is hereinafter called a “Preliminary Prospectus”; the various parts of the Initial Registration Statement and the Rule 462(b) Registration Statement, if any, including all exhibits thereto and including the information contained in the form of final prospectus filed with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 5(a) hereof and deemed by virtue of Rule 430A under the Act to be part of the Initial Registration Statement at the time it was declared effective, each as amended at the time such part of the Initial Registration Statement became effective or such part of the Rule 462(b) Registration Statement, if any, became or hereafter becomes effective, are hereinafter collectively called the “Registration Statement”; the Preliminary Prospectus relating to the Shares that was included in the Registration Statement immediately prior to the Applicable Time (as defined in Section 1(a)(iii) hereof) is hereinafter called the “Pricing Prospectus”; such final prospectus, in the form first filed pursuant to Rule 424(b) under the Act, is hereinafter called the “Prospectus”; any oral or written communication with potential investors undertaken in reliance on Section 5(d) of the Act or Rule 163B under the Act is hereinafter called a “Testing-the-Waters Communication”; any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act is hereinafter called a “Written Testing-the-Waters Communication”; and any “issuer free writing prospectus” as defined in Rule 433 under the Act relating to the Shares is hereinafter called an “Issuer Free Writing Prospectus”);

(ii) (A) No order preventing or suspending the use of any Preliminary Prospectus or any Issuer Free Writing Prospectus has been issued by the Commission, and (B) each Preliminary Prospectus, at the time of filing thereof, conformed in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder, and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with the Underwriter Information (as defined in Section 9(c) of this Agreement);

(iii) For the purposes of this Agreement, the “Applicable Time” is [5:30 p.m.] (Eastern time) on the date of this Agreement; the Pricing Prospectus, as supplemented by the information listed on Schedule III(c) hereto, taken together (collectively, the “Pricing Disclosure Package”), as of the Applicable Time, did not, and as of each Time of Delivery (as defined in Section 4(a) of this Agreement) will not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus and each Written Testing-the-Waters Communication, in each case listed on Schedule III hereto, does not conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus, and each such Issuer Free Writing Prospectus and each such Written Testing-the-Waters Communication, as supplemented by and taken together with the

 

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Pricing Disclosure Package, as of the Applicable Time, did not, and as of each Time of Delivery, will not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to statements or omissions made in reliance upon and in conformity with the Underwriter Information;

(iv) The Registration Statement conforms, and the Prospectus and any further amendments or supplements to the Registration Statement and the Prospectus will conform, in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder and do not and will not, as of the applicable effective date as to each part of the Registration Statement, as of the applicable filing date as to the Prospectus and any amendment or supplement thereto, and as of each Time of Delivery, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with the Underwriter Information

(v) Neither the Company nor any of its subsidiaries has, since the date of the latest audited financial statements included in the Pricing Prospectus, (i) sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree or (ii) entered into any transaction or agreement (whether or not in the ordinary course of business) that is material to the Company and its subsidiaries taken as a whole or incurred any liability or obligation, direct or contingent, that is material to the Company and its subsidiaries taken as a whole, in each case otherwise than as set forth or contemplated in the Pricing Prospectus; and, since the respective dates as of which information is given in the Registration Statement and the Pricing Prospectus, there has not been (x) any change in the capital stock (other than as a result of (i) the exercise, if any, of stock options or the award, if any, of stock options or restricted stock or other awards in the ordinary course of business pursuant to the Company’s equity plans that are described in the Pricing Prospectus and the Prospectus or (ii) the issuance, if any, of stock upon conversion of Company securities as described in the Pricing Prospectus and the Prospectus), short-term or long-term debt of the Company or any of its subsidiaries, or any dividend or distribution of any kind declared, set aside for payment, paid or made by the Company on any class of capital stock or (y) any Material Adverse Effect (as defined below); as used in this Agreement, “Material Adverse Effect” shall mean any material adverse change or effect, or any development involving a prospective material adverse change or effect, in or affecting (i) the business, properties, general affairs, management, financial position, stockholders’ equity or results of operations of the Company and its subsidiaries, taken as a whole, except as set forth or contemplated in the Pricing Prospectus, or (ii) the ability of the Company to perform its obligations under this Agreement, including the issuance and sale of the Shares, or to consummate the transactions contemplated in the Pricing Prospectus and the Prospectus;

(vi) The Company and its subsidiaries do not own any real property and the Company and its subsidiaries have good and marketable title to all personal property owned by them, in each case free and clear of all liens, encumbrances and defects except such as are described in the Pricing Prospectus or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and

 

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its subsidiaries; and any real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not materially interfere with the use made and proposed to be made of such property and buildings by the Company and its subsidiaries;

(vii) Each of the Company and each of its subsidiaries has been (i) duly organized and is validly existing and in good standing under the laws of its jurisdiction of organization, with power and authority (corporate and other) to own its properties and conduct its business as described in the Pricing Prospectus, and (ii) duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, except, in the case of this clause (ii), where the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and each subsidiary of the Company has been listed in the Registration Statement;

(viii) The Company has an authorized capitalization as set forth in the Pricing Prospectus and all of the issued shares of capital stock of the Company, including the Shares to be sold by the Selling Stockholder, have been duly and validly authorized and issued and are fully paid and non-assessable and conform in all material respects to the description of the Stock contained in the Pricing Disclosure Package and the Prospectus; and all of the issued shares of capital stock of each subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and (except, in the case of any foreign subsidiary, for directors’ qualifying shares) are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims, except for such liens or encumbrances described in the Pricing Prospectus and the Prospectus ;

(ix) The Shares to be issued and sold by the Company have been duly and validly authorized and, when issued and delivered against payment therefor as provided herein, will be duly and validly issued and fully paid and non-assessable and will conform to the description of the Stock contained in the Pricing Disclosure Package and the Prospectus; and the issuance of the Shares is not subject to any preemptive or similar rights, except as may have been validly waived or complied with under the stockholders agreement of the Company;

(x) The issue and sale of the Shares to be sold by the Company and the compliance by the Company with this Agreement and the consummation of the transactions contemplated in this Agreement and the Pricing Prospectus will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, (A) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, (B) the certificate of incorporation or by-laws (or other applicable organizational document) of the Company or any of its subsidiaries, or (C) any statute or any judgment, order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties, except, in the case of clauses (A) and (C) for such defaults, breaches, or violations that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Shares to be sold by the Company or the consummation by the Company of the transactions contemplated by this Agreement, except such as have been previously obtained under the Act, the approval by the Financial Industry Regulatory Authority

 

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(“FINRA”) of the underwriting terms and arrangements, the approval for listing on the New York Stock Exchange (the “Exchange”) and such consents, approvals, authorizations, orders, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwriters;

(xi) Neither the Company nor any of its subsidiaries is (i) in violation of its certificate of incorporation or by-laws (or other applicable organizational document), (ii) in violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties or assets, or (iii) in default in the performance or observance of any obligation, agreement, term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties or assets may be bound, except, in the case of the foregoing clauses (ii) and (iii), for such violations or defaults as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;

(xii) The statements set forth in the Pricing Prospectus and the Prospectus under the caption “Description of Capital Stock”, insofar as they purport to constitute a summary of the terms of the Stock, under the captions “Material U.S. Federal Income Tax Consequences to Non-U.S. Holders”, and under the caption “Underwriting”, insofar as they purport to describe the provisions of the laws and documents referred to therein are accurate and fair, in all material respects;

(xiii) Other than as set forth in the Pricing Prospectus, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries or, to the Company’s knowledge, any officer or director of the Company is a party or of which any property or assets of the Company or any of its subsidiaries or, to the Company’s knowledge, any officer or director of the Company is the subject which, if determined adversely to the Company or any of its subsidiaries (or such officer or director), would, individually or in the aggregate, have a Material Adverse Effect; and, to the Company’s knowledge, no such proceedings are threatened or contemplated by governmental authorities or others;

(xiv) There are no contracts or other documents that are required under the Act to be filed as exhibits to the Registration Statement or described in the Registration Statement or the Pricing Prospectus and have not been so filed as exhibits to the Registration Statement or described in the Registration Statement or the Pricing Prospectus;

(xv) The Company is not and, after giving effect to the offering and sale of the Shares and the application of the proceeds thereof, will not be an “investment company”, as such term is defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”);

(xvi) At the time of filing the Initial Registration Statement and any post-effective amendment thereto, at the earliest time thereafter that the Company or any offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Act) of the Shares, and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405 under the Act;

(xvii) Deloitte & Touche LLP, who have certified certain financial statements of the Company and its subsidiaries, are independent public accountants as required by the Act and the rules and regulations of the Commission thereunder;

 

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(xviii) The Company maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that (i) is designed to comply with the requirements of the Exchange Act, (ii) has been designed by the Company’s principal executive officer and principal financial officer, or under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and (iii) is sufficient to provide reasonable assurance that (A) transactions are executed in accordance with management’s general or specific authorization, (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets, (C) access to assets is permitted only in accordance with management’s general or specific authorization and (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and the Company’s internal control over financial reporting is effective and, other than as described in the Pricing Prospectus and the Prospectus, the Company is not aware of any material weaknesses in its internal control over financial reporting;

(xix) Since the date of the latest audited financial statements included in the Pricing Prospectus, there has been no change in the Company’s internal control over financial reporting that has materially and adversely affected, or is reasonably likely to materially and adversely affect, the Company’s internal control over financial reporting;

(xx) The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that are designed to comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed to ensure that material information relating to the Company and its subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities; and such disclosure controls and procedures are effective;

(xxi) The Company has taken all necessary actions to ensure that, upon the effectiveness of the Registration Statement, it will be in compliance with all provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder that the Company is required to comply with as of the effectiveness of the Registration Statement;

(xxii) This Agreement has been duly authorized, executed and delivered by the Company;

(xxiii) None of the Company or any of its subsidiaries, nor, to the knowledge of the Company, any director, officer, agent, employee, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i) made, offered, promised or authorized any unlawful contribution, gift, entertainment or other unlawful expense; (ii) made, offered, promised or authorized any direct or indirect unlawful payment; or (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or the rules and regulations thereunder, the Bribery Act 2010 of the United Kingdom or any other applicable anti-bribery or anti-corruption law (collectively, “Anti-Corruption Laws”). The Company and its subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce, policies and procedures designed to promote and achieve compliance with all applicable anti-bribery and anti-corruption laws; neither the Company nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of Anti-Corruption Laws;

 

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(xxiv) The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with the requirements of applicable anti-money laundering laws, including, but not limited to, the Bank Secrecy Act of 1970, as amended by the USA PATRIOT ACT of 2001, and the rules and regulations promulgated thereunder, and the anti-money laundering laws of the various jurisdictions in which the Company and its subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened;

(xxv) None of the Company or any of its subsidiaries, nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government, including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person,” the European Union, Her Majesty’s Treasury, the United Nations Security Council, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized, or resident in a country or territory that is the subject or target of Sanctions, including as of the date hereof, without limitation, Crimea, Cuba, Iran, North Korea and Syria, and the Company will not directly or indirectly use the proceeds of the offering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person, or in any country or territory, that, at the time of such funding, is the subject or the target of Sanctions or (ii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions; neither the Company nor any of its subsidiaries is engaged in, or has, at any time in the past five years, engaged in, any dealings or transactions with or involving any individual or entity that was or is, as applicable, at the time of such dealing or transaction, the subject or target of Sanctions or with any Sanctioned Jurisdiction; the Company and its subsidiaries have instituted, and maintain, policies and procedures designed to promote and achieve continued compliance with Sanctions;

(xxvi) The financial statements included in the Registration Statement, the Pricing Prospectus and the Prospectus, together with the related schedules and notes, present fairly in all material respects the financial position of the Company and its subsidiaries at the dates indicated and the statement of operations, stockholders’ equity and cash flows of the Company and its subsidiaries for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement, the Pricing Prospectus and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included in the Registration Statement, the Pricing Prospectus or the Prospectus under the Act or the rules and regulations promulgated thereunder. All

 

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disclosures contained in the Registration Statement, the Pricing Prospectus and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Act, to the extent applicable;

(xxvii) From the time of initial confidential submission of a registration statement relating to the Shares with the Commission (or, if earlier, the first date on which a Testing-the-Waters Communication was made) through the date hereof, the Company has been and is an “emerging growth company” as defined in Section 2(a)(19) of the Act (an “Emerging Growth Company”);

(xxviii) There are (and prior to each Time of Delivery, will be) no debt securities, convertible securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries that are rated by a “nationally recognized statistical rating organization”, as such term is defined in Section 3(a)(62) under the Exchange Act;

(xxix) There are no persons with registration rights or other similar rights to have any securities registered pursuant to the Registration Statement or otherwise registered by the Company under the Act except as have been validly waived or complied with;

(xxx) The Company and its subsidiaries own, have obtained valid and enforceable licenses for or have the right to use, the patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in the conduct of its business as currently conducted or as currently proposed to be conducted in the Registration Statement and the Prospectus in all material respects. To the Company’s knowledge, (i) the Company’s conduct of its business does not materially infringe, misappropriate or otherwise violate any Intellectual Property of any person, (ii) the Company has not received any written notice of any material claim relating to Intellectual Property, and (iii) the material Intellectual Property of the Company is not being infringed, misappropriated or otherwise violated by any person;

(xxxi) The Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted, and, to the knowledge of the Company, are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and, to the knowledge of the Company, there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company and its subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of

 

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such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification. The Company and its subsidiaries have taken or are currently taking all necessary actions to materially comply with all other applicable laws and regulations with respect to Personal Data that have been announced as of the date hereof as becoming effective within 12 months after the date hereof, and for which any non-compliance with same would be reasonably likely to create a material liability, as soon they take effect;

(xxxii) There are no business relationships or related-party transactions involving the Company or any subsidiary or any other person required to be described in the Preliminary Prospectus or the Prospectus that have not been described as required;

(xxxiii) The Company and its subsidiaries have insurance covering their respective properties, operations, personnel and businesses, including business interruption insurance, which insurance is in amounts and insures against such losses and risks as are adequate to protect the Company and its subsidiaries and their respective businesses; and neither the Company nor any of its subsidiaries has (i) received notice from any insurer or agent of such insurer that material capital improvements or other expenditures are required or necessary to be made in order to continue such insurance or (ii) any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage at reasonable cost from similar insurers as may be necessary to continue its business;

(xxxiv) [Reserved];

(xxxv) Neither the Company nor any of its subsidiaries or affiliates has taken, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Shares;

(xxxvi) [Reserved];

(xxxvii) The statistical and market-related data included in the Pricing Prospectus or the Prospectus are based on or derived from sources that the Company believes to be reliable and accurate in all material respects and such data are consistent with the sources from which they are derived;

(xxxviii) No labor disturbance by or dispute with the employees of the Company or any of its subsidiaries exists or, to the knowledge of the Company or any of its subsidiaries, is contemplated or threatened, and the Company and its subsidiaries are not aware of any existing or imminent labor disturbance by, or dispute with, the employees of any of its principal suppliers, manufacturers, customers or contractors, which, in either case, would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect;

(xxxix) (i) Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), for which the Company or any member of its “Controlled Group” (defined as any entity, whether or not incorporated, that is under common control with the Company within the meaning of Section 4001(a)(14) of ERISA or any entity that would be regarded as a single employer with the Company under Section 414(b),(c),(m) or (o) of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each, a “Plan”) has been maintained in compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, including but not limited to ERISA and the Code and no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to

 

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any Plan, excluding transactions effected pursuant to a statutory or administrative exemption; (ii) none of the Plans are subject to the funding rules of Section 412 of the Code or Section 302 of ERISA; (iii) none of the Plans are “multiemployer plans” within the meaning of Section 4001(a)(3) of ERISA, and (iv) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified, and nothing has occurred, whether by action or failure to act, which would cause the loss of such qualification;

(xl) The Company and its subsidiaries have paid all federal, state, local and foreign taxes, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been established by the Company, and filed all tax returns required by law to be paid or filed through the date hereof, except in each case as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;

(xli) The Company and its subsidiaries are in material compliance with applicable requirements of the Federal Trade Commission (the “FTC”) rules governing franchising and applicable provisions of federal, state, local and other U.S. laws or regulations governing the business of a franchise or that are applicable to their business as presently conducted, except in each case as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(b) The Selling Stockholder represents and warrants to, and agrees with, each of the Underwriters and the Company that:

(i) All consents, approvals, authorizations and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement for the sale and delivery of the Shares to be sold by such Selling Stockholder to the Underwriters hereunder, have been obtained (except for the registration under the Act of the Shares and such consents, approvals, authorizations and orders as may be required under state securities or Blue Sky laws, the rules and regulations of FINRA or the approval for listing on the Exchange); and such Selling Stockholder has full right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder to the Underwriters hereunder;

(ii) The sale of the Shares to be sold by such Selling Stockholder hereunder and the compliance by such Selling Stockholder with this Agreement and the consummation of the transactions herein and therein contemplated will not (A) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any statute, indenture, mortgage, deed of trust, loan agreement, license, lease or other agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder is bound or to which any of the property or assets of such Selling Stockholder is subject, or (B) result in any violation of (i) the provisions of the certificate of incorporation, by-laws, limited liability agreement, limited partnership agreement or other organizational instrument of such Selling Stockholder, if applicable, or (ii) any statute or any judgment, order, rule or regulation of any court or governmental agency or body having jurisdiction over such Selling Stockholder or any of its subsidiaries or any property or assets of such Selling Stockholder, except in the case of clauses (A) and (B)(ii) for such conflicts, breaches, violations or defaults that would not, individually or in the aggregate, affect the validity of the Shares to be sold by such Selling Stockholder or reasonably be expected to materially impair the ability of such Selling Stockholder to consummate the transactions contemplated by the Agreement; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental body or agency is required for the performance by such Selling Stockholder of its

 

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obligations under this Agreement and the consummation by such Selling Stockholder of the transactions contemplated by this Agreement in connection with the Shares to be sold by such Selling Stockholder hereunder, except the registration under the Act, the approval by FINRA of the underwriting terms and conditions, the approval for listing on the Exchange of such Shares and such consents, approvals, authorizations, orders, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwriters;

(iii) Such Selling Stockholder has, and immediately prior to each Time of Delivery (as defined in Section 4 hereof) such Selling Stockholder will have, good and valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the Shares to be sold by such Selling Stockholder hereunder at such Time of Delivery, free and clear of all liens, encumbrances, equities or claims; and, upon delivery of such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or claims, will pass to the several Underwriters;

(iv) On or prior to the date of the Pricing Prospectus, such Selling Stockholder has executed and delivered to the Underwriters an agreement substantially in the form of Annex II hereto;

(v) Such Selling Stockholder has not taken and will not take, directly or indirectly, any action that is designed to or that has constituted or might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares;

(vi) To the extent that any statements or omissions made in the Registration Statement, any Preliminary Prospectus, the Prospectus or any amendment or supplement thereto are made in reliance upon and in conformity with written information furnished to the Company by such Selling Stockholder pursuant to Items 7 and 11(m) of Form S–1 expressly for use therein, such Registration Statement and Preliminary Prospectus did, and the Prospectus and any further amendments or supplements to the Registration Statement and the Prospectus will, when they become effective or are filed with the Commission, as the case may be, do not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading;

(vii) Such Selling Stockholder will deliver to you prior to or at the First Time of Delivery (as defined in Section 4 hereof) a properly completed and executed United States Treasury Department Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof);

(viii) The Selling Stockholder has been duly organized and is validly existing and in good standing under the laws of its respective jurisdiction;

(ix) Neither such Selling Stockholder nor any of its subsidiaries, nor, to the knowledge of such Selling Stockholder, any director, officer, agent, employee or affiliate of such Selling Stockholder or any of its Subsidiaries, is currently the subject or the target of any Sanctions nor is the Company located, organized or a resident in a country or territory that is the subject or target of Sanctions, including without limitation, Crimea, Cuba, Iran, North Korea and Syria;

 

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(x) Such Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, (i) to fund or facilitate any activities of or business with any person, or in any country or territory, that, at the time of such funding, is the subject or the target of Sanctions, or in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions, or (ii) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any Money Laundering Laws or any applicable anti-bribery or anti-corruption laws;

(xi) Such Selling Stockholder is not (i) an employee benefit plan subject to Title I of ERISA, (ii) a plan or account subject to Section 4975 of the Internal Revenue Code of 1986, as amended, or (iii) an entity deemed to hold “plan assets” of any such plan or account under Section 3(42) of ERISA, 29 C.F.R. 2510.3-101, or otherwise; and

(xii) Such Selling Stockholder is not prompted by any material non-public information concerning the Company or any of its subsidiaries that is not disclosed in the Pricing Prospectus to sell its Shares pursuant to this Agreement.

2. Subject to the terms and conditions herein set forth, (a) the Company and the Selling Stockholder agree, severally and not jointly, to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company and the Selling Stockholder, at a purchase price per share of $[ 🌑 ], the number of Firm Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholder as set forth opposite their respective names in Schedule II hereto by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Firm Shares to be purchased by all of the Underwriters from the Company and the Selling Stockholder hereunder and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Company and the Selling Stockholder, as and to the extent indicated in Schedule II hereto, agree, severally and not jointly, to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company and the Selling Stockholder, at the purchase price per share set forth in clause (a) of this Section 2 (provided that the purchase price per Optional Share shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Optional Shares), that portion of the number of Optional Shares as to which such election shall have been exercised (to be adjusted by the Representatives so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction, the numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of Optional Shares that all of the Underwriters are entitled to purchase hereunder.

The Company and the Selling Stockholder, as and to the extent indicated in Schedule II, hereto, hereby grant, severally and not jointly, to the Underwriters the right to purchase at their election up to [ 🌑 ] Optional Shares, at the purchase price per share set forth in the paragraph above, for the sole purpose of covering sales of shares in excess of the number of Firm Shares, provided that the purchase price per Optional Share shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Optional Shares. Any such election to purchase Optional Shares may be exercised only by written notice from the Representatives to the Company and the Selling Stockholder, given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by the Representatives but in no event earlier than the First Time of Delivery (as defined in Section 4 hereof) or, unless the Representatives and the Company and the Selling Stockholder otherwise agree in writing, earlier than two or later than ten business days after the date of such notice.

 

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3. Upon the authorization by you of the release of the Firm Shares, the several Underwriters propose to offer the Firm Shares for sale upon the terms and conditions set forth in the Pricing Prospectus and the Prospectus.

4. (a) The Shares to be purchased by each Underwriter hereunder, in definitive or book-entry form, and in such authorized denominations and registered in such names as the Representatives may request upon at least forty-eight hours’ prior notice to the Company and the Selling Stockholder shall be delivered by or on behalf of the Company and the Selling Stockholder to the Representatives, through the facilities of The Depository Trust Company (“DTC”), for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the accounts specified by the Company and the Selling Stockholder to the Representatives at least forty-eight hours in advance. The Company and the Selling Stockholder will cause the certificates, if any, representing the Shares to be made available for checking and packaging at least twenty-four hours prior to the Time of Delivery (as defined below) with respect thereto at the office of DTC or its designated custodian (the “Designated Office”). The time and date of such delivery and payment shall be, with respect to the Firm Shares, [9:30 a.m.], New York time, on [ 🌑 ], 2021 or such other time and date as the Representatives, the Company and the Selling Stockholder may agree upon in writing, and, with respect to the Optional Shares, [9:30 a.m.], New York time, on the date specified by the Representatives in each written notice given by the Representatives of the Underwriters’ election to purchase such Optional Shares, or such other time and date as the Representatives and the Company and the Selling Stockholder may agree upon in writing. Such time and date for delivery of the Firm Shares is herein called the “First Time of Delivery”, each such time and date for delivery of the Optional Shares, if not the First Time of Delivery, is herein called the “Second Time of Delivery”, and each such time and date for delivery is herein called a “Time of Delivery”.

(b) The documents to be delivered at each Time of Delivery by or on behalf of the parties hereto pursuant to Section 8 hereof, including the cross receipt for the Shares and any additional documents requested by the Underwriters pursuant to Section 8(l) hereof will be delivered at the offices of Latham & Watkins LLP at 10250 Constellation Blvd. #1100, Los Angeles, CA 90067 (the “Closing Location”), and the Shares will be delivered at the Designated Office, all at such Time of Delivery. A meeting will be held at the Closing Location at [ 🌑 ] p.m., New York City time, on the New York Business Day next preceding such Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 4, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close.

5. The Company agrees with each of the Underwriters:

(a) To prepare the Prospectus in a form approved by you and to file such Prospectus pursuant to Rule 424(b) under the Act not later than the Commission’s close of business on the second business day following the execution and delivery of this Agreement, or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Act; to make no further amendment or any supplement to the Registration Statement or the Prospectus prior to the last Time of Delivery which shall be disapproved by you promptly after reasonable notice thereof; to advise you, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any amendment or supplement to the Prospectus has been filed and to furnish you with copies thereof;

 

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to file promptly all material required to be filed by the Company with the Commission pursuant to Rule 433(d) under the Act; to advise you, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or other prospectus in respect of the Shares, of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, including pursuant to Section 8A under the Act, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or other prospectus or suspending any such qualification, to promptly use its best efforts to obtain the withdrawal of such order;

(b) Promptly from time to time to take such action as you may reasonably request to qualify the Shares for offering and sale under the securities laws of such jurisdictions as you may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Shares, provided that in connection therewith the Company shall not be required to qualify as a foreign corporation (where not otherwise required), to file a general consent to service of process in any jurisdiction (where not otherwise required) or subject itself to taxation in any jurisdiction (where not otherwise subject to taxation on the date hereof);

(c) (i) Prior to 10:00 a.m., New York City time, on the New York Business Day next succeeding the date of this Agreement and from time to time, to furnish the Underwriters with written and electronic copies of the Prospectus in New York City in such quantities as you may reasonably request, and, (ii) (x) if the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is required at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering or sale of the Shares and if at such time any event shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement the Prospectus in order to comply with the Act, to notify you and upon your request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many written and electronic copies as you may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus which will correct such statement or omission or effect such compliance; and in case any Underwriter is required to deliver a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) in connection with sales of any of the Shares at any time nine months or more after the time of issue of the Prospectus, upon your request but at the expense of such Underwriter, to prepare and deliver to such Underwriter as many written and electronic copies as you may request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the Act and (y) if at any time prior to the First Time of Delivery any event shall have occurred as a result of which the Pricing Disclosure Package as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Pricing Disclosure Package is delivered to a purchaser, not misleading, or it is necessary to amend or supplement the Pricing Disclosure Package to comply with law, the Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (a) above, file with the Commission (to the extent required) and furnish to each Underwriter and to any dealer in securities as the Representatives may designate such amendments or supplements to the Pricing Disclosure Package as may be necessary so that the statements in the Pricing Disclosure Package as so amended or supplemented will not, in the light of the circumstances existing when the Pricing Disclosure Package is delivered to a purchaser, be misleading or so that the Pricing Disclosure Package will comply with applicable law;

 

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(d) To make generally available to its securityholders as soon as practicable (which may be satisfied by filing with the Commission’s Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”)), but in any event not later than sixteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations of the Commission thereunder (including, at the option of the Company, Rule 158);

(e) (i) During the period beginning from the date hereof and continuing to and including the date 180 days after the date of the Prospectus (the “Company Lock-Up Period”), not to (i) offer, sell, contract to sell, pledge, lend, grant any option to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, or file with or confidentially submit to the Commission a registration statement under the Act relating to, any securities of the Company that are substantially similar to the Shares, including but not limited to any options or warrants to purchase shares of Stock or any securities that are convertible into or exchangeable for, or that represent the right to receive, Stock or any such substantially similar securities, or publicly disclose the intention to make any offer, sale, pledge, loan, disposition, confidential submission or filing or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities, in cash or otherwise (other than the Shares to be sold hereunder or pursuant to employee stock option plans existing on, or upon the conversion or exchange of convertible or exchangeable securities outstanding as of, the date of this Agreement), without the prior written consent of Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC; provided, however, that the foregoing restrictions shall not apply to the filing by the Company of any registration statement on Form S-8 or a successor form thereto relating to any employee stock options plans described in the Registration Statement and the Prospectus;

(ii) If the Representatives, in their sole discretion, agree to release or waive the restrictions in any lock-up letter in the form attached as Annex II for an officer or director of the Company and provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Annex I hereto through a major news service at least two business days before the effective date of the release or waiver;

(f) During a period of three years from the effective date of the Registration Statement, to furnish to its stockholders as soon as practicable after the end of each fiscal year an annual report (including a balance sheet and statements of income, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries certified by independent public accountants) and, as soon as practicable after the end of each of the first three quarters of each fiscal year (beginning with the fiscal quarter ending after the effective date of the Registration Statement), to make available to its stockholders consolidated summary financial information of the Company and its subsidiaries for such quarter in reasonable detail; provided, however, that any report, communication or financial statement that is furnished or filed by the Company and publicly available on the Commission’s EDGAR system shall be deemed to have been furnished and delivered to the stockholders at the same time furnished to or filed with the Commission;

 

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(g) During a period of three years from the effective date of the Registration Statement, to furnish to you copies of all reports or other communications (financial or other) furnished to stockholders and not available on EDGAR or any successor thereto, and to deliver to you (i) as soon as they are available, copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Company is listed to the extent they are not available on EDGAR; and (ii) such additional information concerning the business and financial condition of the Company as you may from time to time reasonably request (such financial statements to be on a consolidated basis to the extent the accounts of the Company and its subsidiaries are consolidated in reports furnished to its stockholders generally or to the Commission) that is already publicly available;

(h) To use the net proceeds received by it from the sale of the Shares pursuant to this Agreement in the manner specified in the Pricing Prospectus under the caption “Use of Proceeds”;

(i) To use its commercially reasonable efforts to list, subject to official notice of issuance, the Shares on the Exchange;

(j) To file with the Commission such information on Form 10-Q or Form 10-K as may be required by Rule 463 under the Act;

(k) If the Company elects to rely upon Rule 462(b), the Company shall file a Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) by 10:00 p.m., Washington, D.C. time, on the date of this Agreement, and the Company shall at the time of filing either pay to the Commission the filing fee for the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 111(b) under the Act;

(l) Upon the reasonable request of any Underwriter, to furnish, or cause to be furnished, to such Underwriter an electronic version of the Company’s trademarks, servicemarks and corporate logo for use on the website, if any, operated by such Underwriter for the purpose of facilitating the on-line offering of the Shares (the “License”); provided, however, that the License shall be used solely for the purpose described above, is granted without any fee and may not be assigned or transferred;

(m) To promptly notify you if the Company ceases to be an Emerging Growth Company at any time prior to the later of (i) completion of the distribution of the Shares within the meaning of the Act and (ii) the last Time of Delivery;

(n) To indemnify and hold harmless the Underwriters against any documentary, stamp, registration or similar issuance tax, including any interest and penalties, on the sale, issuance or delivery of the Shares by the Company to the Underwriters and on the execution and delivery of this Agreement;

(n) To not take, directly or indirectly, any action designed to or that would reasonably be expected to cause or result in any stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares; and

(o) To deliver to each Underwriter (or its agent), on or prior to the date of execution of this Agreement, a properly completed and executed Certification Regarding Beneficial Owners of Legal Entity Customers, together with copies of identifying documentation, and to provide such additional supporting documentation as each Underwriter may reasonably request in connection with the verification of the foregoing Certification.

6. (a) The Company represents and agrees that, without the prior consent of the Representatives, it has not made and will not make any offer relating to the Shares that would constitute a “free writing prospectus” as defined in Rule 405 under the Act; the Selling Stockholder represents and agrees that, without the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Shares that would constitute a free writing prospectus; each

 

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Underwriter represents and agrees that, without the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Shares that would constitute a free writing prospectus required to be filed with the Commission; any such free writing prospectus the use of which has been consented to by the Company and the Representatives is listed on Schedule III(a) hereto;

(b) The Company has complied and will comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending; and the Company represents that it has satisfied and agrees that it will satisfy the conditions under Rule 433 under the Act to avoid a requirement to file with the Commission any electronic road show;

(c) The Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus or Written Testing-the-Waters Communication any event occurred or occurs as a result of which such Issuer Free Writing Prospectus or Written Testing-the-Waters Communication would conflict with the information in the Registration Statement, the Pricing Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will give prompt notice thereof to the Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus, Written Testing-the-Waters Communication or other document which will correct such conflict, statement or omission;

(d) The Company represents and agrees that (i) it has not engaged in, or authorized any other person to engage in, any Testing-the-Waters Communications, other than Testing-the-Waters Communications with the prior consent of the Representatives with entities that are qualified institutional buyers as defined in Rule 144A under the Act or institutions that are accredited investors as defined in Rule 501(a) under the Act; and (ii) it has not distributed, or authorized any other person to distribute, any Written Testing-the-Waters Communication, other than those distributed with the prior consent of the Representatives that are listed on Schedule III(d) hereto; and the Company reconfirms that the Representatives have been authorized to act on its behalf in engaging in Testing-the-Waters Communications; and

(e) Each Underwriter represents and agrees that any Testing-the-Waters Communications undertaken by it were with entities that such Underwriter reasonably believes are qualified institutional buyers as defined in Rule 144A under the Act or institutions that are accredited investors as defined in Rule 501(a) under the Act.

7. The Company and the Selling Stockholder covenant and agree with one another and with the several Underwriters that the Company will pay or cause to be paid the following: (a) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Shares under the Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any Preliminary Prospectus, any Written Testing-the-Waters Communication, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (b) the cost of printing or producing any Agreement among Underwriters, this Agreement, the Blue Sky Memorandum, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Shares; (c) all expenses in connection with the qualification of the Shares for offering and sale under state securities laws as provided in Section 5(b) hereof, including the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection

 

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with the Blue Sky survey; (d) all fees and expenses in connection with listing the Shares on the Exchange; (e) the filing fees incident to, and the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with, any required review by FINRA of the terms of the sale of the Shares, provided that the aggregate amount payable by the Company pursuant to clauses (c) and (e) (excluding filing fees and disbursements) shall not, together, exceed an aggregate of $40,000; (f) the cost of preparing stock certificates; (g) the cost and charges of any transfer agent or registrar; (h) all of the Company’s and Selling Stockholder’s travel expenses in connection with any “roadshow” presentation to investors; (i) notwithstanding clause (h), the Company and the Underwriters shall each pay 50% of the cost of any chartered plane, chartered jet or other chartered aircraft used in connection with any “roadshow” presentation to investors; and (j) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section, including any stock or other transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery of the Shares to the Underwriters pursuant to this Agreement. The Company will pay or cause to be paid all costs and expenses incident to the performance of such Selling Stockholder’s obligations hereunder which are not otherwise specifically provided for in this Section, including any fees and expenses of counsel for such Selling Stockholder. The Selling Stockholder shall pay or cause to be paid (i) the underwriting discounts and selling commissions applicable to the sale and delivery of the Shares to be sold by such Selling Stockholder to the Underwriters hereunder; and (ii) all expenses and taxes incident to the sale and delivery of the Shares to be sold by such Selling Stockholder to the Underwriters hereunder, including any stock or transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery of Shares to the Underwriters pursuant to this Agreement. It is understood, however, that the Company shall bear, and the Selling Stockholder shall not be required to pay or to reimburse the Company for, the cost of any other matters not directly relating to the sale and purchase of the Shares pursuant to this Agreement, and that, except as provided in this Section, and Sections 9, 10 and 13 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Shares by them, all travel, lodging and other expenses attributable to employees of the Underwriters in connection with any roadshow undertaken for the offering (except as set forth in clause (i) above) and any advertising expenses connected with any offers they may make.

8. The obligations of the Underwriters hereunder, as to the Shares to be delivered at each Time of Delivery, shall be subject, in their discretion, to the condition that all representations and warranties and other statements of the Company and the Selling Stockholder herein are, at and as of the Applicable Time and such Time of Delivery, true and correct, the condition that the Company and the Selling Stockholder shall have performed all of its and their obligations hereunder theretofore to be performed, and the following additional conditions.

(a) The Prospectus shall have been filed with the Commission pursuant to Rule 424(b) under the Act within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 5(a) hereof; all material required to be filed by the Company pursuant to Rule 433(d) under the Act shall have been filed with the Commission within the applicable time period prescribed for such filing by Rule 433; if the Company has elected to rely upon Rule 462(b) under the Act, the Rule 462(b) Registration Statement shall have become effective by 10:00 p.m., Washington, D.C. time, on the date of this Agreement; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose or pursuant to Section 8A of the Act shall have been initiated or threatened by the Commission; no stop order suspending or preventing the use of the Pricing Prospectus, Prospectus or any Issuer Free Writing Prospectus shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to your reasonable satisfaction;

 

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(b) Latham & Watkins LLP, counsel for the Underwriters, shall have furnished to you such written opinion and negative assurance letter, each dated for such Time of Delivery, in form and substance satisfactory to the Representatives, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters;

(c) Gibson Dunn & Crutcher LLP, counsel for the Company, shall have furnished to you their written opinion and negative assurance letter, each dated for such Time of Delivery, in form and substance satisfactory to the Representatives, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters;

(d) Dickinson Wright PLLC shall have furnished to you their written opinion with respect to the Selling Stockholder, dated for such Time of Delivery, in form and substance satisfactory to the Representatives, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters;

(e) On the date of the Prospectus at a time prior to the execution of this Agreement, at [9:30 a.m.], New York City time, on the effective date of any post-effective amendment to the Registration Statement filed subsequent to the date of this Agreement and also at each Time of Delivery, Deloitte & Touche LLP shall have furnished to you a letter or letters, dated the respective dates of delivery thereof, in form and substance satisfactory to the Representatives;

(f) On the date of the Prospectus at a time prior to the execution of this Agreement, at [9:30 a.m.], New York City time, on the effective date of any post-effective amendment to the Registration Statement filed subsequent to the date of this Agreement and also at each Time of Delivery, the Company shall have furnished to you a certificate, dated the respective dates of delivery thereof and addressed to the Underwriters, of its chief financial officer with respect to certain financial and other data contained in the Pricing Disclosure Package and the Prospectus, providing “management comfort” with respect to such information, in form and substance reasonably satisfactory to the Representatives.

(g) (i) Neither the Company nor any of its subsidiaries shall have sustained since the date of the latest audited financial statements included in the Pricing Prospectus any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Pricing Prospectus, and (ii) since the respective dates as of which information is given in the Pricing Prospectus there shall not have been any change in the capital stock (other than as a result of (i) the exercise, if any, of stock options or the award, if any, of stock options or restricted stock units or other equity awards in the ordinary course of business pursuant to the Company’s equity plans that are described in the Pricing Prospectus and the Prospectus or (ii) the issuance, if any, of stock upon conversion of Company securities as described in the Pricing Prospectus and the Prospectus) or short-term or long-term debt of the Company or any of its subsidiaries, or any dividend or distribution of any kind declared, set aside for payment, paid or made by the Company on any class of capital stock, or any change or effect, or any development involving a prospective change or effect, in or affecting (x) the business, properties, general affairs, management, financial position, stockholders’ equity or results of operations of the Company and its subsidiaries, taken as a whole, except as set forth or contemplated in the Pricing Prospectus and the Prospectus, or (y) the ability of the Company to perform its obligations under this Agreement, including the issuance and sale of the Shares, or to consummate the transactions contemplated in the Pricing Prospectus and the Prospectus, the effect of which, in any such case described in clause (i) or (ii), is in your judgment so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares being delivered at such Time of Delivery on the terms and in the manner contemplated in the Pricing Prospectus and the Prospectus;

 

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(h) On or after the Applicable Time there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the Exchange; (ii) a suspension or material limitation in trading in the Company’s securities on the Exchange; (iii) a general moratorium on commercial banking activities declared by either Federal or New York or California State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in your judgment makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares being delivered at such Time of Delivery on the terms and in the manner contemplated in the Pricing Prospectus and the Prospectus;

(i) The Shares to be sold at such Time of Delivery shall have been duly listed, subject to official notice of issuance, on the Exchange;

(j) FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements;

(k) The Company shall have obtained and delivered to the Underwriters executed copies of an agreement from all officers, directors and stockholders of the Company, substantially to the effect set forth in Annex II hereto in form and substance satisfactory to you;

(l) The Company shall have complied with the provisions of Section 5(c) hereof with respect to the furnishing of prospectuses on the New York Business Day next succeeding the date of this Agreement;

(m) The Company and the Selling Stockholder shall have furnished or caused to be furnished to you at such Time of Delivery certificates of officers of the Company and of the Selling Stockholder, respectively, satisfactory to you as to the accuracy of the representations and warranties of the Company and the Selling Stockholder, respectively, herein at and as of such Time of Delivery, as to the performance by the Company and the Selling Stockholder of all of their respective obligations hereunder to be performed at or prior to such Time of Delivery, as to such other matters as you may reasonably request, and the Company shall have furnished or caused to be furnished certificates as to the matters set forth in subsections (a) and (f) of this Section 8;

(n) At each Time of Delivery, the Representatives shall have received a certificate of the Secretary of the Company, as to such matters as the Representatives may reasonably request; and

(o) At each Time of Delivery, the Company shall have furnished to the Representatives such additional information, certificates, opinions or documents as the Representatives may reasonably request.

9. (a) The Company will indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus, any “roadshow” as defined in Rule 433(h) under the Act (a “roadshow”), any “issuer information” filed or

 

20

required to be filed pursuant to Rule 433(d) under the Act or any Written Testing-the-Waters Communication, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter for any documented legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication, in reliance upon and in conformity with the Underwriter Information.

(b) The Selling Stockholder will indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus, any roadshow or any Written Testing-the-Waters Communication, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto or any Issuer Free Writing Prospectus, or any roadshow or any Written Testing-the-Waters Communication, in reliance upon and in conformity with written information furnished to the Company by such Selling Stockholder expressly for use therein; and will reimburse each Underwriter for any documented legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that such Selling Stockholder shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus or any amendment or supplement thereto or any Issuer Free Writing Prospectus in reliance upon and in conformity with the Underwriter Information; provided, further, that the liability of the Selling Stockholder pursuant to this subsection (b) shall not exceed the product of the number of Shares sold by such Selling Stockholder including any Optional Shares and the initial public offering price of the Shares as set forth in the Prospectus (the “Selling Stockholder Proceeds”).

(c) Each Underwriter, severally and not jointly, will indemnify and hold harmless the Company and the Selling Stockholder against any losses, claims, damages or liabilities to which the Company or such Selling Stockholder may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, or any roadshow, or any Written Testing-the-Waters Communication, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Preliminary Prospectus,

 

21

the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, or any roadshow, or any Written Testing-the-Waters Communication, in reliance upon and in conformity with the Underwriter Information; and will reimburse the Company and the Selling Stockholder for any documented legal or other expenses reasonably incurred by the Company or such Selling Stockholder in connection with investigating or defending any such action or claim as such expenses are incurred. As used in this Agreement with respect to an Underwriter and an applicable document, “Underwriter Information” shall mean the written information furnished to the Company by such Underwriter through the Representatives expressly for use therein; it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the seventh paragraph under the caption “Underwriting”, and the information contained in the twelfth, thirteenth and fourteenth paragraph under the caption “Underwriting”.

(d) Promptly after receipt by an indemnified party under subsection (a), (b) or (c) of this Section 9 of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; provided that the failure to notify the indemnifying party shall not relieve it from any liability that it may have under the preceding paragraphs of this Section 9 except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided further that the failure to notify the indemnifying party shall not relieve it from any liability that it may have to an indemnified party otherwise than under the preceding paragraphs of this Section 9. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the contrary; (ii) such indemnified party shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the indemnifying party, (iii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party, or (iv) the named parties in any such proceeding (including any impleaded parties) include both the indemnifying person and the indemnified person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interest between them. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

 

22

(e) If the indemnification provided for in this Section 9 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a), (b) or (c) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Selling Stockholder on the one hand and the Underwriters on the other from the offering of the Shares. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company and the Selling Stockholder on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company and the Selling Stockholder on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company and the Selling Stockholder bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the Selling Stockholder on the one hand or the Underwriters on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company, the Selling Stockholder and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (e) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (e). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (e) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (e), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Shares underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission; and (ii) the contribution by the Selling Stockholder pursuant to this subsection (e) shall not exceed the Selling Stockholder Proceeds (reduced by any amounts such Selling Stockholder is obligated to pay under subsection (b) above). No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations in this subsection (e) to contribute are several in proportion to their respective underwriting obligations and not joint, and the Selling Stockholder’s obligations in this subsection (e) to contribute are several in proportion to their Selling Stockholder Proceeds and not joint.

(f) The obligations of the Company and the Selling Stockholder under this Section 9 shall be in addition to any liability which the Company and the Selling Stockholder may otherwise have and shall extend, upon the same terms and conditions, to each employee, officer and director of each Underwriter and each person, if any, who controls any Underwriter within the meaning of the Act and each broker-dealer or other affiliate of any Underwriter; and the obligations of the Underwriters under this Section 9 shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company (including any person who, with his or her consent, is named in the Registration Statement as about to become a director of the Company) and to each person, if any, who controls the Company or the Selling Stockholder within the meaning of the Act.

 

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10. (a) If any Underwriter shall default in its obligation to purchase the Shares that it has agreed to purchase hereunder at a Time of Delivery, the Representatives may in the Representatives’ discretion arrange for the Representatives or another party or other parties to purchase such Shares on the terms contained herein. If within thirty-six hours after such default by any Underwriter the Representatives do not arrange for the purchase of such Shares, then the Company and the Selling Stockholder shall be entitled to a further period of thirty-six hours within which to procure another party or other parties reasonably satisfactory to the Representatives to purchase such Shares on such terms. In the event that, within the respective prescribed periods, the Representatives notify the Company and the Selling Stockholder that the Representatives have so arranged for the purchase of such Shares, or the Company or the Selling Stockholder notifies the Representatives that it has so arranged for the purchase of such Shares, the Representatives or the Company or the Selling Stockholder shall have the right to postpone such Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in the Representatives’ opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Shares.

(b) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the Representatives and the Company and the Selling Stockholder as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased does not exceed one-eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, then the Company and the Selling Stockholder shall have the right to require each non-defaulting Underwriter to purchase the number of Shares which such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

(c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by you and the Company and the Selling Stockholder as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased exceeds one-eleventh of the aggregate number of all of the Shares to be purchased at such Time of Delivery, or if the Company and the Selling Stockholder shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Shares of a defaulting Underwriter or Underwriters, then this Agreement (or, with respect to a Second Time of Delivery, the obligations of the Underwriters to purchase and of the Company and the Selling Stockholder to sell the Optional Shares) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter, the Company or the Selling Stockholder, except for the expenses to be borne by the Company, the Selling Stockholder and the Underwriters as provided in Section 7 hereof and the indemnity and contribution agreements in Sections 9 and 10 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

 

24

12. The respective indemnities, agreements, representations, warranties and other statements of the Company, the Selling Stockholder and the several Underwriters, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter or any employee, officer or director of each Underwriter, any person who controls any Underwriter within the meaning of the Act, or any broker-dealer or other affiliate of any Underwriter, or the Company, or the Selling Stockholder, or any officer or director or controlling person of the Company, or any controlling person of the Selling Stockholder, and shall survive delivery of and payment for the Shares.

13. If this Agreement shall be terminated pursuant to Section 10 hereof, neither the Company nor the Selling Stockholder shall then be under any liability to any Underwriter except as provided in Sections 7 and 9 hereof; but, if for any other reason any Shares are not delivered by or on behalf of the Company and the Selling Stockholder as provided herein, the Company and the Selling Stockholder pro rata (based on the number of Shares to be sold by the Company and such Selling Stockholder hereunder) will reimburse the Underwriters through the Representatives for all documented out-of-pocket expenses approved in writing by the Representatives, including fees and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of the Shares, but the Company and the Selling Stockholder shall then be under no further liability to any Underwriter except as provided in Sections 7 and 9 hereof.

14. In all dealings hereunder, you shall act on behalf of each of the Underwriters, and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by you jointly or by the Representatives on behalf of you as the Representatives.

All statements, requests, notices and agreements hereunder shall be in writing, and if to the Underwriters shall be delivered or sent by mail, telex or facsimile transmission to you as the Representatives at Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282, Attention: Registration Department; and J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179, Attention: Equity Syndicate Desk; if to the Selling Stockholder shall be delivered or sent by mail, telex or facsimile transmission to [ 🌑 ], c/o the Company at the address of the Company set forth on the cover of the Registration Statement, Attention: Adam J. Gilchrist; and if to the Company shall be delivered or sent by mail, telex or facsimile transmission to the address of the Company set forth on the cover of the Registration Statement, Attention: Adam J. Gilchrist; provided, however, that any notice to an Underwriter pursuant to Section 9(d) hereof shall be delivered or sent by mail, telex or facsimile transmission to such Underwriter at its address set forth in its Underwriters’ Questionnaire or telex constituting such Questionnaire, which address will be supplied to the Company and the Selling Stockholder by you upon request; provided further that notices under subsection 5(e) shall be in writing, and if to the Underwriters shall be delivered or sent by mail, telex or facsimile transmission to you as the Representatives at Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282, Attention: Control Room; and J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179, Attention: Equity Syndicate Desk. Any such statements, requests, notices or agreements shall take effect upon receipt thereof.

In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company and the Selling Stockholder, which information may include the name and address of their respective clients, as well as other information that will allow the underwriters to properly identify their respective clients.

 

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15. This Agreement shall be binding upon, and inure solely to the benefit of, the Underwriters, the Company and the Selling Stockholder and, to the extent provided in Sections 9 and 12 hereof, the officers and directors of the Company, and each person who controls the Company, the Selling Stockholder or any Underwriter within the meaning of the Act, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. No purchaser of any of the Shares from any Underwriter shall be deemed a successor or assign by reason merely of such purchase.

16. Time shall be of the essence of this Agreement. As used herein, the term “business day” shall mean any day when the Commission’s office in Washington, D.C. is open for business.

17. The Company and the Selling Stockholder acknowledge and agree that (i) the purchase and sale of the Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company and the Selling Stockholder, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company or the Selling Stockholder, (iii) no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholder with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Selling Stockholder on other matters) or any other obligation to the Company or the Selling Stockholder except the obligations expressly set forth in this Agreement, (iv) the Company and the Selling Stockholder has consulted its own legal and financial advisors to the extent it deemed appropriate and (v) none of the activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice, or solicitation of any action by the Underwriters with respect to any entity or natural person. Moreover, the Selling Shareholder acknowledges and agrees that, although the Representative may be required or choose to provide the Selling Stockholder with certain Regulation Best Interest and Form CRS disclosures in connection with the offering, the Representative and the other Underwriters are not making a recommendation to the Selling Stockholder to participate in the offering, enter into a “lock-up” agreement, or sell any Shares at the price determined in the offering, and nothing set forth in such disclosures is intended to suggest that the Representative or any Underwriter is making such a recommendation. The Company and the Selling Stockholder each agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company or the Selling Stockholder, in connection with such transaction or the process leading thereto.

18. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the Selling Stockholder and the Underwriters, or any of them, with respect to the subject matter hereof.

19. This Agreement and any transaction contemplated by this Agreement and any claim, controversy or dispute arising under or related thereto shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflict of laws that would result in the application of any other law than the laws of the State of New York. The Company and the Selling Stockholder agree that any suit or proceeding arising in respect of this Agreement or any transaction contemplated by this Agreement will be tried exclusively in the U.S. District Court for the Southern District of New York or, if that court does not have subject matter jurisdiction, in any state court located in The City and County of New York and the Company and the Selling Stockholder agree to submit to the jurisdiction of, and to venue in, such courts.

20. The Company, the Selling Stockholder and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

 

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21. This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

22. Notwithstanding anything herein to the contrary, the Company and the Selling Stockholder are authorized to disclose to any persons the U.S. federal and state income tax treatment and tax structure of the potential transaction and all materials of any kind (including tax opinions and other tax analyses) provided to the Company and the Selling Stockholder relating to that treatment and structure, without the Underwriters imposing any limitation of any kind. However, any information relating to the tax treatment and tax structure shall remain confidential (and the foregoing sentence shall not apply) to the extent necessary to enable any person to comply with securities laws. For this purpose, “tax structure” is limited to any facts that may be relevant to that treatment.

23. Recognition of the U.S. Special Resolution Regimes.

(a) In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

(b) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

(c) As used in this section:

“BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).

“Covered Entity” means any of the following:

(i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

 

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If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, and upon the acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof shall constitute a binding agreement among each of the Underwriters, the Company and the Selling Stockholder. It is understood that your acceptance of this letter on behalf of each of the Underwriters is pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company and the Selling Stockholder for examination, upon request, but without warranty on your part as to the authority of the signers thereof.

 

Very truly yours,
F45 Training Holdings Inc.
By:  

         

  Name:
  Title:
MWIG LLC
By:  

         

  Name:
  Title:

 

Accepted as of the date hereof in California
Goldman Sachs & Co. LLC
By:  

         

  Name:
  Title:
J.P. Morgan Securities LLC
By:  

         

  Name:
  Title:
On behalf of each of the Underwriters

 

 

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SCHEDULE I

 

            Number of Optional  
            Shares to be  
     Total Number of      Purchased if  
     Firm Shares      Maximum Option  

Underwriter

    to be Purchased      Exercised  

Goldman Sachs & Co. LLC

      

J.P. Morgan Securities LLC

      

Robert W. Baird & Co. Incorporated

      

Cowen and Company, LLC.

      

Guggenheim Securities, LLC.

      

Macquarie Capital (USA) Inc.

      

Roth Capital Partners, LLC.

      
  

 

 

     

 

 

  

Total

      
  

 

 

     

 

 

  

 

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SCHEDULE II

 

            Number of Optional  
            Shares to be  
     Total Number of      Sold if  
     Firm Shares      Maximum Option  
     to be Sold      Exercised  

The Company.

      

The Selling Stockholder(s):

      

MWIG LLC(a)

      
  

 

 

     

 

 

  

Total

      
  

 

 

     

 

 

  

 

(a)

This Selling Stockholder is represented by Dickinson Wright PLLC.

 

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SCHEDULE III

 

(a)

Issuer Free Writing Prospectuses not included in the Pricing Disclosure Package

[Electronic Roadshow dated [ 🌑 ]]

 

(b)

Additional documents incorporated by reference

[None]

 

(c)

Information other than the Pricing Prospectus that comprise the Pricing Disclosure Package

The initial public offering price per share for the Shares is $[ 🌑 ]

The number of Shares purchased by the Underwriters is [ 🌑 ]

 

(d)

Written Testing-the-Waters Communication:

ANNEX I

FORM OF PRESS RELEASE

F45 Training Holdings Inc.

[Date]

F45 Training Holdings Inc. (“Company”) announced today that Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, the lead book-running managers in the recent public sale of                shares of the Company’s common stock, are [waiving] [releasing] a lock-up restriction with respect to    shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on                , 20    , and the shares may be sold on or after such date.

This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended.

ANNEX II

F45 Training Holdings Inc.

Form of Lock-Up Agreement

[Final Form to be Added]

EX-3.4 3 d144166dex34.htm EX-3.4 EX-3.4

Exhibit 3.4

CERTIFICATE OF AMENDMENT

OF

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

F45 TRAINING HOLDINGS INC.

 

 

Pursuant to Section 242 of the

General Corporation Law of the State of Delaware

 

 

F45 Training Holdings Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), does hereby certify as follows:

FIRST: The name of the Corporation is F45 Training Holdings Inc.

SECOND: The original certificate of incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on March 12, 2019.

THIRD: The Certificate of Incorporation of the Corporation (as amended, the “Certificate”) is hereby amended such that the first paragraph of Article 4 be, and it hereby is, deleted in its entirety, and the following is inserted in lieu thereof:

The Corporation is authorized to issue two classes of stock, to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares which the Corporation is authorized to issue is 119,000,000 of which (A) 108,000,000 shares will be Common Stock, $0.00005 par value per share (the “Common Stock”) and (B) 11,000,000 shares will be Preferred Stock, $0.0001 par value per share (the “Preferred Stock”). Effective as of filing of this Certificate of Amendment (the “Effective Time”), each share of Common Stock issued and outstanding immediately prior to the Effective Time shall, automatically and without any action on the part of the respective holders thereof, be split and converted into two shares of Common Stock. Each certificate that immediately prior to the Effective Time represented shares of Common Stock (“Old Certificates”) shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been split. The rights, preferences and privileges of and restrictions on the Preferred Stock and the Common Stock are as follows:

FOURTH: This Certificate of Amendment was duly adopted in accordance with the terms of the Certificate and Sections 141, 228 and Section 242 of the General Corporation Law by the Board of Directors and the stockholders of the Corporation.

[remainder of page intentionally left blank; signature page follows.]

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the Certificate of Incorporation to be executed by Patrick Grosso, its Chief Legal Officer, this 6th day of July, 2021.

 

F45 Training Holdings Inc.

By:   /s/ Patrick Grosso
Name:   Patrick Grosso
Title:   Chief Legal Officer
 EX-3.5 4 d144166dex35.htm EX-3.5 EX-3.5

Exhibit 3.5

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION OF

F45 TRAINING HOLDINGS INC.

(a Delaware corporation)

(Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware (the “DGCL”))

F45 Training Holdings Inc., a corporation organized and existing under the provisions of the DGCL,

DOES HEREBY CERTIFY:

FIRST: That the name of the corporation is F45 Training Holdings Inc. (the “Corporation”), and that the Corporation was originally incorporated pursuant to the DGCL on March 12, 2019 under the name Flyhalf Holdings Inc.

SECOND: The Corporation’s Certificate of Incorporation (as amended, the “Original Certificate of Incorporation”) was filed with the Secretary of State of the State of Delaware on March 12, 2019, and subsequently amended and restated by that certain Amended and Restated Certificate of Incorporation dated March 15, 2019, and subsequently amended by that certain Certificate of Amendment of the Amended and Restated Certificate of Incorporation dated June 25, 2020, and that certain Certificate of Amendment of Amended and Restated Certificate of Incorporation dated December 30, 2020., and that certain Certificate of Amendment of Amended and Restated Certificate of Incorporated dated July 6, 2021.

THIRD: This Amended and Restated Certificate of Incorporation has been duly adopted pursuant to Sections 242 and 245 of the Delaware General Corporation Law.

FOURTH: The Original Certificate of Incorporation is hereby amended and restated in its entirety as follows:

ARTICLE I

NAME

The name of the corporation is F45 Training Holdings Inc. (the “Corporation”).

ARTICLE II

AGENT

The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

ARTICLE III

PURPOSE

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL.

ARTICLE IV

STOCK

Section 4.1 Authorized Stock. The total number of shares which the Corporation shall have authority to issue is two hundred fifteen million (215,000,000), of which two hundred million (200,000,000) shall be designated as Common Stock, par value $0.00005 per share (the “Common Stock”), and fifteen million (15,000,000) shall be designated as Preferred Stock, par value $0.00005 per share (the “Preferred Stock”).

Section 4.2 Common Stock.

(a) Each holder of Common Stock, as such, shall be entitled to one vote for each share of Common Stock held of record by such holder on all matters on which stockholders generally are entitled to vote; provided, however, that, except as otherwise required by law, holders of Common Stock, as such, shall not be entitled to vote on any amendment to this Certificate of Incorporation, including any certificate of designations relating to any series of Preferred Stock (each hereinafter referred to as a “Preferred Stock Designation”), that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to this Certificate of Incorporation (including any Preferred Stock Designation).

(b) Dividends. Subject to the rights of the holders of any outstanding series of Preferred Stock, the holders of shares of Common Stock shall be entitled to receive dividends to the extent permitted by law when, as and if declared by the Board of Directors.

 

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(c) Liquidation. Upon the dissolution, liquidation or winding up of the Corporation, subject to the rights of the holders of any outstanding series of Preferred Stock, the holders of shares of Common Stock shall be entitled to receive the assets of the Corporation available for distribution to its stockholders ratably in proportion to the number of shares held by them.

Section 4.3 Preferred Stock. The Preferred Stock may be issued from time to time in one or more series. Subject to limitations prescribed by law and the provisions of this Article IV (including any Preferred Stock Designation), the Board of Directors is hereby authorized to provide by resolution and by causing the filing of a Preferred Stock Designation for the issuance of the shares of Preferred Stock in one or more series, and to establish from time to time the number of shares to be included in each such series, and to fix the designations, powers, preferences, and relative, participating, optional or other rights, if any, and the qualifications, limitations or restrictions, if any, of the shares of each such series.

Section 4.4 No Class Vote on Changes in Authorized Number of Shares of Stock. Subject to the rights of the holders of any outstanding series of Preferred Stock, the number of authorized shares of Common Stock or Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of at least a majority of the voting power of the stock outstanding and entitled to vote thereon irrespective of the provisions of Section 242(b)(2) of the DGCL.

ARTICLE V

BOARD OF DIRECTORS

Section 5.1 Number. Except as otherwise provided for or fixed pursuant to the provisions of Article IV hereof (including any Preferred Stock Designation), the Board of Directors shall consist of such number of directors as shall be determined from time to time solely by resolution adopted by a majority of the total number of directors then authorized.

Section 5.2 Classification.

(a) Except as may be otherwise provided with respect to directors elected by the holders of any series of Preferred Stock provided for or fixed pursuant to the provisions of Article IV hereof (including any Preferred Stock Designation) (the “Preferred Stock Directors”), the Board of Directors shall be divided into three classes, as nearly equal in number as possible, designated Class I, Class II and Class III. Class I directors shall initially serve until the first annual meeting of stockholders following the initial effectiveness of this Section 5.2; Class II directors shall initially serve until the second annual meeting of stockholders following the initial effectiveness of this Section 5.2; and Class III directors shall initially serve until the third annual meeting of stockholders following the initial effectiveness of this Section 5.2. Commencing with the first annual meeting of stockholders following the initial effectiveness of this Section 5.2, directors of each class the term of which shall then expire shall be elected to hold office for a

 

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three-year term and until the election and qualification of their respective successors in office. In case of any increase or decrease, from time to time, in the number of directors (other than Preferred Stock Directors), the number of directors in each class shall be apportioned as nearly equal as possible. The Board of Directors is authorized to assign members of the Board of Directors already in office to Class I, Class II or Class III, with such assignment becoming effective as of the initial effectiveness of this Section 5.2.

(b) Subject to the rights of the holders of any outstanding series of Preferred Stock, and unless otherwise required by law, newly created directorships resulting from any increase in the authorized number of directors and any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled solely by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the Board of Directors, or by the sole remaining director. Any director so chosen shall hold office until the next election of the class for which such director shall have been chosen and until his or her successor shall have been duly elected and qualified. No decrease in the authorized number of directors shall shorten the term of any incumbent director.

(c) Any director, or the entire Board of Directors, may be removed from office at any time, but only for cause and only by the affirmative vote of at least 662⁄3% of the voting power of the stock outstanding and entitled to vote thereon.

Section 5.3 During any period when the holders of any series of Preferred Stock have the right to elect additional directors as provided for or fixed pursuant to the provisions of Article IV hereof (including any Preferred Stock Designation), and upon commencement and for the duration of the period during which such right continues: (i) the then otherwise total authorized number of directors of the Corporation shall automatically be increased by such number of directors that the holders of any series of Preferred Stock have a right to elect, and the holders of such Preferred Stock shall be entitled to elect the additional directors so provided for or fixed pursuant to said provisions; and (ii) each Preferred Stock Director shall serve until such Preferred Stock Director’s successor shall have been duly elected and qualified, or until such director’s right to hold such office terminates pursuant to said provisions, whichever occurs earlier, subject to his or her earlier death, disqualification, resignation or removal. Except as otherwise provided for or fixed pursuant to the provisions of Article IV hereof (including any Preferred Stock Designation), whenever the holders of any series of Preferred Stock having such right to elect additional directors are divested of such right pursuant to said provisions, the terms of office of all Preferred Stock Directors elected by the holders of such Preferred Stock, or elected to fill any vacancies resulting from the death, resignation, disqualification or removal of such additional directors, shall forthwith terminate (in which case each such Preferred Stock Director shall cease to be qualified as a director and shall cease to be a director) and the total authorized number of directors of the Corporation shall be automatically reduced accordingly.

Section 5.4 Powers. Except as otherwise required by the DGCL or as provided in this Certificate of Incorporation (including any Preferred Stock Designation), the business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

 

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Section 5.5 Election; Annual Meeting of Stockholders.

(a) Ballot Not Required. The directors of the Corporation need not be elected by written ballot unless the Bylaws of the Corporation so provide.

(b) Notice. Advance notice of nominations for the election of directors, and of business other than nominations, to be proposed by stockholders for consideration at a meeting of stockholders of the Corporation shall be given in the manner and to the extent provided in or contemplated by the Bylaws of the Corporation.

(c) Annual Meeting. The annual meeting of stockholders, for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at such place, if any, either within or without the State of Delaware, on such date, and at such time as the Board of Directors shall fix.

ARTICLE VI

STOCKHOLDER ACTION

Except with respect to actions required or permitted to be taken solely by holders of Preferred Stock pursuant to the provisions of Article IV hereof (including any Preferred Stock Designation), no action that is required or permitted to be taken by the stockholders of the Corporation may be effected by consent of stockholders in lieu of a meeting of stockholders.

ARTICLE VII

SPECIAL MEETINGS OF STOCKHOLDERS

Except as otherwise required by law, and except as otherwise provided for or fixed pursuant to the provisions of Article IV hereof (including any Preferred Stock Designation), a special meeting of the stockholders of the Corporation: may be called at any time by the Board of Directors, the Chairman of the Board of Directors or the Chief Executive Officer with the concurrence of a majority of the Board of Directors, and may not be called by any other person or persons. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting by or at the direction of the Board of Directors.

 

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ARTICLE VIII

EXISTENCE

The Corporation shall have perpetual existence.

ARTICLE IX

AMENDMENT

Section 9.1 Amendment of Certificate of Incorporation. The Corporation reserves the right at any time, and from time to time, to amend, alter, change or repeal any provision contained in this Certificate of Incorporation (including any Preferred Stock Designation), and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by the laws of the State of Delaware, and all powers, preferences and rights of any nature conferred upon stockholders, directors or any other persons by and pursuant to this Certificate of Incorporation (including any Preferred Stock Designation) in its present form or as hereafter amended are granted subject to this reservation; provided, however, that except as otherwise provided in this Certificate of Incorporation (including any provision of a Preferred Stock Designation that provides for a greater or lesser vote) and in addition to any other vote required by law, the affirmative vote of at least 662⁄3% of the voting power of the stock outstanding and entitled to vote thereon, voting together as a single class, shall be required to adopt, amend or repeal, or adopt any provision inconsistent with, any provision of this Certificate of Incorporation.

Section 9.2 Amendment of Bylaws. In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, but subject to the terms of any series of Preferred Stock then outstanding, the Board of Directors is expressly authorized to adopt, amend or repeal the Bylaws of the Corporation. Except as otherwise provided in this Certificate of Incorporation (including the terms of any Preferred Stock Designation that require an additional vote) or the Bylaws of the Corporation, and in addition to any requirements of law, the affirmative vote of at least 662⁄3% of the voting power of the stock outstanding and entitled to vote thereon, voting together as a single class, shall be required for the stockholders to adopt, amend or repeal, or adopt any provision inconsistent with, any provision of the Bylaws of the Corporation.

ARTICLE X

LIABILITY OF DIRECTORS

Section 10.1 No Personal Liability. To the fullest extent permitted by the DGCL as the same exists or as may hereafter be amended, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.

Section 10.2 Amendment or Repeal. Any amendment, alteration or repeal of this Article X that adversely affects any right of a director shall be prospective only and shall not limit or eliminate any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment, alteration or repeal.

 

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ARTICLE XI

FORUM FOR ADJUDICATION OF DISPUTES

Section 11.1 Forum. Unless the Corporation, in writing, selects or consents to the selection of an alternative forum: (a) the sole and exclusive forum for any complaint asserting any internal corporate claims (as defined below), to the fullest extent permitted by law, and subject to applicable jurisdictional requirements, shall be the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have, or declines to accept, jurisdiction, another state court or a federal court located within the State of Delaware); and (b) the sole and exclusive forum for any complaint asserting a cause of action arising under the Securities Act of 1933, to the fullest extent permitted by law, shall be the federal district courts of the United States of America. For purposes of this Article XI, internal corporate claims means claims, including claims in the right of the Corporation that are based upon a violation of a duty by a current or former director, officer, employee or stockholder in such capacity, or as to which the DGCL confers jurisdiction upon the Court of Chancery. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article XI.

Section 11.2 Enforceability. If any provision of this Article XI shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision in any other circumstance and of the remaining provisions of this Article XI (including, without limitation, each portion of any sentence of this Article XI containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities or circumstances shall not in any way be affected or impaired thereby.

[The remainder of this page has been intentionally left blank.]

 

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IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated Certificate of Incorporation to be executed, signed and acknowledged by [__], the [___]of the Corporation, this day of [___], 2021.

 

F45 TRAINING HOLDINGS INC.

By:                   

Name:

  

Title:

  

[Signature Page to Amended and Restated Certificate of Incorporation of F45 Training Holdings Inc.]

EX-3.8 5 d144166dex38.htm EX-3.8 EX-3.8

Exhibit 3.8

AMENDED AND RESTATED

BYLAWS

OF

F45 TRAINING HOLDINGS INC.

a Delaware Corporation

(hereinafter called the “Corporation”)

ARTICLE I

CORPORATE OFFICES

Section 1.1 Registered Office. The registered office of the Corporation shall be fixed in the Amended and Restated Certificate of Incorporation of the Corporation (as amended and restated from time to time, the “Certificate of Incorporation”).

Section 1.2 Other Offices. The Corporation may also have an office or offices, and keep the books and records of the Corporation, except as otherwise required by law, at such other place or places, either within or without the State of Delaware, as the Corporation may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 2.1 Annual Meeting. The annual meeting of the stockholders (the “Annual Stockholders Meeting”), for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at such place, if any, either within or without the State of Delaware, on such date, and at such time as the Board of Directors of the Corporation (the “Board of Directors”) shall fix. The Board of Directors may postpone, reschedule or cancel any Annual Stockholders Meeting previously scheduled by the Board of Directors.

Section 2.2 Special Meeting. Except as otherwise required by law, and except as otherwise provided for or fixed pursuant to the Certificate of Incorporation, including any certificate of designations relating to any series of Preferred Stock of the Corporation (each hereinafter referred to as a “Preferred Stock Designation”), a special meeting of the stockholders of the Corporation may be called at any time only by the Board of Directors, the Chairman of the Board of Director or the Chief Executive Officer with the concurrence of a majority of the Board of Directors, and may not be called by any other person or persons. The Board of Directors may postpone, reschedule or cancel any special meeting of stockholders previously scheduled. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting by or at the direction of the Board of Directors.

Section 2.3 Notice of Stockholders’ Meetings.

(a) Whenever stockholders are required or permitted to take any action at a meeting, notice of the place, if any, date, and time of the meeting of stockholders, the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for determining the stockholders entitled to notice of the meeting), the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting and, if the meeting is to be held solely by means of remote communications, the means for accessing the list of stockholders contemplated by Section 2.5 of these Amended and Restated Bylaws of the Corporation (the “Bylaws”), shall be given. The notice shall be given not less than ten (10) nor more than sixty (60) days before the date on which the meeting is to be held, to each stockholder entitled to vote at such meeting as of the record date for determining the stockholders entitled to notice of the meeting, except as otherwise provided by law, the Certificate of Incorporation (including any Preferred Stock Designation) or these Bylaws. In the case of a special meeting, the purpose or purposes for which the meeting is called also shall be set forth in the notice.

(b) Except as otherwise required by law, notice may be given in writing directed to a stockholder’s mailing address as it appears on the records of the Corporation and shall be given: (i) if mailed, when notice is deposited in the U.S. mail, postage prepaid; and (ii) if delivered by courier service, the earlier of when the notice is received or left at such stockholder’s address.

(c) So long as the Corporation is subject to the Securities and Exchange Commission’s proxy rules set forth in Regulation 14A under the Securities Exchange Act of 1934 (the “Exchange Act”), notice shall be given in the manner required by such rules. To the extent permitted by such rules, notice may be given by electronic transmission directed to the stockholder’s electronic mail address, and if so given, shall be given when directed to such stockholder’s electronic mail address, unless the stockholder has notified the Corporation in writing or by electronic transmission of an objection to receiving notice by electronic mail or such notice is prohibited by Section 232(e) of the General Corporation Law of the State of Delaware (the “DGCL”). If notice is given by electronic mail, such notice shall comply with the applicable provisions of Sections 232(a) and 232(d) of the DGCL.

(d) Notice may be given by other forms of electronic transmission with the consent of a stockholder in the manner permitted by Section 232(b) of the DGCL, and shall be deemed given as provided therein.

(e) An affidavit that notice has been given, executed by the Secretary of the Corporation, Assistant Secretary or any transfer agent or other agent of the Corporation, shall be prima facie evidence of the facts stated in the notice in the absence of fraud. Notice shall be deemed to have been given to all stockholders who share an address if notice is given in accordance with the “householding” rules set forth in Rule 14a-3(e) under the Exchange Act and Section 233 of the DGCL.

 

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(f) When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the place, if any, date and time thereof, and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken; provided, however, that if the adjournment is for more than thirty (30) days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for stockholders entitled to vote is fixed for the adjourned meeting, the Board of Directors shall fix a new record date for notice of such adjourned meeting in accordance with Section 7.6(a), and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting.

Section 2.4 Organization.

(a) Unless otherwise determined by the Board of Directors, meetings of stockholders shall be presided over by the chairman of the Board of Directors (the “Chairman”), or in his or her absence, by the Chief Executive Officer or, in his or her absence, by another person designated by the Board of Directors. The Secretary of the Corporation, or in his or her absence, an Assistant Secretary, or in the absence of the Secretary and all Assistant Secretaries, a person whom the chairman of the meeting shall appoint, shall act as secretary of the meeting and keep a record of the proceedings thereof.

(b) The date and time of the opening and the closing of the polls for each matter upon which the stockholders shall vote at a meeting of stockholders shall be announced at the meeting. The Board of Directors may adopt such rules and regulations for the conduct of any meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chairman of the meeting shall have the authority to adopt and enforce such rules and regulations for the conduct of any meeting of stockholders and the safety of those in attendance as, in the judgment of the chairman, are necessary, appropriate or convenient for the conduct of the meeting. Rules and regulations for the conduct of meetings of stockholders, whether adopted by the Board of Directors or by the chairman of the meeting, may include, without limitation, establishing: (i) an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders entitled to vote at the meeting, their duly authorized and constituted proxies and such other persons as the chairman of the meeting shall permit; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; (v) limitations on the time allotted for consideration of each agenda item and for questions and comments by participants; (vi) regulations for the opening and closing of the polls for balloting and matters which are to be voted on by ballot (if any); and (vii) procedures (if any) requiring attendees to provide the Corporation advance notice of their intent to attend the meeting. Subject to any rules and regulations adopted by the Board of Directors, the chairman of the meeting may convene and, for any or no reason, from time to time, adjourn and/or recess any meeting of stockholders pursuant to Section 2.7. The chairman of the meeting, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall have the power to declare that a nomination or other business was not properly brought before the meeting if the facts warrant (including if a determination is made, pursuant to Section 2.10(c)(i), that a nomination or other business was not made or proposed, as the case may be, in accordance with Section 2.10), and if such chairman should so declare, such nomination shall be disregarded or such other business shall not be transacted.

 

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Section 2.5 List of Stockholders. The Corporation shall prepare, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting; provided, however, that if the record date for determining the stockholders entitled to vote is less than ten (10) days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the 10th day before the meeting date. Such list shall be arranged in alphabetical order and shall show the address of each stockholder and the number of shares registered in the name of each stockholder. Nothing in this Section 2.5 shall require the Corporation to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder for any purpose germane to the meeting at least ten (10) days prior to the meeting: (a) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of meeting; or (b) during ordinary business hours at the principal place of business of the Corporation. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. If the meeting is to be held at a place, then a list of stockholders entitled to vote at the meeting shall be produced and kept at the time and place of the meeting during the whole time thereof and may be examined by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. Except as otherwise required by law, the stock ledger shall be the only evidence as to who are the stockholders entitled to examine the list of stockholders required by this Section 2.5 or to vote in person or by proxy at any meeting of stockholders.

Section 2.6 Quorum. Except as otherwise required by law, the Certificate of Incorporation (including any Preferred Stock Designation) or these Bylaws, at any meeting of stockholders, a majority of the voting power of the stock outstanding and entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business; provided, however, that where a separate vote by a class or series or classes or series is required, a majority of the voting power of the stock of such class or series or classes or series outstanding and entitled to vote on that matter, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to such matter. If a quorum is not present or represented at any meeting of stockholders, then the chairman of the meeting, or a majority of the voting power of the stock present in person or represented by proxy at the meeting and entitled to vote thereon, shall have power to adjourn or recess the meeting from time to time in accordance with Section 2.7, until a quorum is present or represented. Subject to applicable law, if a quorum initially is present at any meeting of stockholders, the stockholders may continue to transact business until adjournment or recess, notwithstanding the withdrawal of enough stockholders to leave less than a quorum, but if a quorum is not present at least initially, no business other than adjournment or recess may be transacted.

 

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Section 2.7 Adjourned or Recessed Meeting. Any annual or special meeting of stockholders, whether or not a quorum is present, may be adjourned or recessed for any or no reason from time to time by the chairman of the meeting, subject to any rules and regulations adopted by the Board of Directors pursuant to Section 2.4(b). Any such meeting may be adjourned for any or no reason (and may be recessed if a quorum is not present or represented) from time to time by a majority of the voting power of the stock present in person or represented by proxy at the meeting and entitled to vote thereon. At any such adjourned or recessed meeting at which a quorum is present, any business may be transacted that might have been transacted at the meeting as originally called.

Section 2.8 Voting.

(a) Except as otherwise required by law or the Certificate of Incorporation (including any Preferred Stock Designation), each holder of stock of the Corporation entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of such stock held of record by such holder that has voting power upon the subject matter in question.

(b) Except as otherwise required by law, the Certificate of Incorporation (including any Preferred Stock Designation), these Bylaws or any law, rule or regulation applicable to the Corporation or its securities, at each meeting of stockholders at which a quorum is present, all corporate actions to be taken by vote of the stockholders shall be authorized by the affirmative vote of at least a majority of the voting power of the stock present in person or represented by proxy and entitled to vote on the subject matter, and where a separate vote by a class or series or classes or series is required, if a quorum of such class or series or classes or series is present, such act shall be authorized by the affirmative vote of at least a majority of the voting power of the stock of such class or series or classes or series present in person or represented by proxy and entitled to vote on the subject matter. Voting at meetings of stockholders need not be by written ballot.

Section 2.9 Proxies. Every stockholder entitled to vote for directors, or on any other matter, shall have the right to do so either in person or by one or more persons authorized to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the Corporation generally. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by delivering to the Secretary of the Corporation a revocation of the proxy or an executed new proxy bearing a later date.

 

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Section 2.10 Notice of Stockholder Business and Nominations.

(a) Annual Meeting.

(i) Nominations of persons for election to the Board of Directors and the proposal of business other than nominations to be considered by the stockholders may be made at the Annual Stockholders Meeting only: (A) pursuant to the Corporation’s notice of meeting (or any supplement thereto); (B) by or at the direction of the Board of Directors (or any authorized committee thereof); or (C) by any stockholder of the Corporation who is a stockholder of record at the time the notice provided for in this Section 2.10(a) is delivered to the Secretary of the Corporation, who is entitled to vote at the meeting and who complies with the notice procedures set forth in this Section 2.10(a). For the avoidance of doubt, the foregoing clause (C) shall be the exclusive means for a stockholder to make nominations or propose other business at an Annual Stockholders Meeting (other than a proposal included in the Corporation’s proxy statement pursuant to and in compliance with Rule 14a-8 under the Exchange Act).

(ii) For nominations or other business to be properly brought before the Annual Stockholders Meeting by a stockholder pursuant to clause (C) of the foregoing paragraph, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation and, in the case of business other than nominations, such business must be a proper subject for stockholder action. To be timely, a stockholder’s notice must be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business (as defined in Section 2.10(c)(ii) below) on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the preceding year’s Annual Stockholders Meeting; provided, however, that in the event that the date of the Annual Stockholders Meeting is more than thirty (30) days before or more than seventy (70) days after such anniversary date, or if no Annual Stockholders Meeting was held in the preceding year, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the 120th day prior to such Annual Stockholders Meeting and not later than the close of business on the later of the 90th day prior to such Annual Stockholders Meeting or the 10th day following the date on which public announcement (as defined in Section 2.10(c)(ii) below) of the date of such meeting is first made by the Corporation. In no event shall an adjournment or recess of an Annual Stockholders Meeting, or a postponement of an Annual Stockholders Meeting for which notice of the meeting has already been given to stockholders or a public announcement of the meeting date has already been made, commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. The number of nominees a stockholder may nominate for election at the annual meeting (or in the case of a stockholder giving the notice on behalf of a beneficial owner, the number of nominees a stockholder may nominate for election at the annual meeting on behalf of the beneficial owner) shall not exceed the number of directors to be elected at such annual meeting. For purposes of this Section 2.10, the 2021 annual meeting of stockholders shall be deemed to have been held on April 30, 2021. Such stockholder’s notice shall set forth:

(A) as to each person whom the stockholder proposes to nominate for election or re-election as a director;

(1) all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to and in accordance with Regulation 14A under the Exchange Act;

(2) such person’s written consent to serving as a director, if elected, for the full term for which such person is standing for election;

 

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provided, however, that, in addition to the information required in the stockholder’s notice pursuant to this Section 2.10(a)(ii)(A), such person shall also provide the Corporation such other information that the Corporation may reasonably request and that is necessary to permit the Corporation to determine the eligibility of such person to serve as a director of the Corporation, including information relevant to a determination whether such person can be considered an independent director.

(B) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend the Bylaws of the Corporation, the language of the proposed amendment), the reasons for conducting such business at the meeting and any substantial interest (within the meaning of Item 5 of Schedule 14A under the Exchange Act) in such business of such stockholder and the beneficial owner (within the meaning of Section 13(d) of the Exchange Act), if any, on whose behalf the proposal is made;

(C) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is made or the other business is proposed;

(1) the name and address of such stockholder, as they appear on the Corporation’s books, and the name and address of such beneficial owner;

(2) the class or series and number of shares of stock of the Corporation which are owned of record by such stockholder and such beneficial owner as of the date of the notice, and a representation that the stockholder will notify the Corporation in writing within five (5) business days after the record date for such meeting of the class or series and number of shares of stock of the Corporation owned of record by the stockholder and such beneficial owner as of the record date for the meeting; and

(3) a representation that the stockholder (or a qualified representative of the stockholder) intends to appear at the meeting to make such nomination or propose such business;

(D) as to the stockholder giving the notice or, if the notice is given on behalf of a beneficial owner on whose behalf the nomination is made or the other business is proposed, as to such beneficial owner, and if such stockholder or beneficial owner is an entity, as to each director, executive, managing member or control person of such entity (any such individual or control person, a “control person”):

(1) the class or series and number of shares of stock of the Corporation which are beneficially owned (as defined in Section 2.10(c)(ii) below) by such stockholder or beneficial owner and by any control person as of the date of the notice, and a representation that the stockholder will notify the Corporation in writing within five (5) business days after the record date for such meeting of the class or series and number of shares of stock of the Corporation beneficially owned by such stockholder or beneficial owner and by any control person as of the record date for the meeting;

 

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(2) a description of any agreement, arrangement or understanding with respect to the nomination or other business between or among such stockholder, beneficial owner or control person and any other person, including, without limitation any agreements that would be required to be disclosed pursuant to Item 5 or Item 6 of Exchange Act Schedule 13D (regardless of whether the requirement to file a Schedule 13D is applicable) and a representation that the stockholder will notify the Corporation in writing within five business days after the record date for such meeting of any such agreement, arrangement or understanding in effect as of the record date for the meeting;

(3) a description of any agreement, arrangement or understanding (including, without limitation, any derivative or short positions, profit interests, options, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the stockholder’s notice by, or on behalf of, such stockholder, beneficial owner or control person, the effect or intent of which is to mitigate loss, manage risk or benefit from changes in the share price of any class or series of the Corporation’s stock, or maintain, increase or decrease the voting power of the stockholder, beneficial owner or control person with respect to securities of the Corporation, and a representation that the stockholder will notify the Corporation in writing within five business days after the record date for such meeting of any such agreement, arrangement or understanding in effect as of the record date for the meeting; and

(4) a representation whether the stockholder or the beneficial owner, if any, will engage in a solicitation with respect to the nomination or other business and, if so, the name of each participant in such solicitation (as defined in Item 4 of Schedule 14A under the Exchange Act) and whether such person intends or is part of a group which intends to deliver a proxy statement and/or form of proxy to holders of shares representing at least 50% of the voting power of the stock entitled to vote generally in the election of directors in the case of a nomination, or holders of at least the percentage of the Corporation’s stock required to approve or adopt the business to be proposed in the case of other business.

(iii) Notwithstanding anything in Section 2.10(a)(ii) above or Section 2.10(b) below to the contrary, if the record date for determining the stockholders entitled to vote at any meeting of stockholders is different from the record date for determining the stockholders entitled to notice of the meeting, a stockholder’s notice required by this Section 2.10 shall set forth a representation that the stockholder will notify the Corporation in writing within five (5) business days after the record date for determining the stockholders entitled to vote at the meeting, or by the opening of business on the date of the meeting (whichever is earlier), of the information required under clauses (ii)(C)(2) and (ii)(D)(1)-(3) of this Section 2.10(a), and such information when provided to the Corporation shall be current as of the record date for determining the stockholders entitled to vote at the meeting.

(iv) This Section 2.10(a) shall not apply to a proposal proposed to be made by a stockholder if the stockholder has notified the Corporation of his or her intention to present the proposal at an annual or special meeting only pursuant to and in compliance with Rule 14a-8 under the Exchange Act and such proposal has been included in a proxy statement that has been prepared by the Corporation to solicit proxies for such meeting.

 

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(v) Notwithstanding anything in this Section 2.10(a) to the contrary, in the event that the number of directors to be elected to the Board of Directors at an Annual Stockholders Meeting is increased and there is no public announcement by the Corporation naming all of the nominees for director or specifying the size of the increased Board of Directors made by the Corporation at least ten (10) days prior to the last day a stockholder may deliver a notice in accordance with Section 2.10(a)(ii) above, a stockholder’s notice required by this Section 2.10(a) shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary of the Corporation at the principal executive offices of the Corporation not later than the close of business on the 10th day following the day on which such public announcement is first made by the Corporation.

(b) Special Meeting. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting by or at the direction of the Board of Directors. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting: (i) by or at the direction of the Board of Directors (or any authorized committee thereof); or (ii) provided that one or more directors are to be elected at such meeting, by any stockholder of the Corporation who is a stockholder of record at the time the notice provided for in this Section 2.10(b) is delivered to the Secretary of the Corporation, who is entitled to vote at the meeting and upon such election and who delivers notice thereof in writing setting forth the information required by Section 2.10(a) above. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board of Directors, any stockholder entitled to vote in such election of directors may nominate a person or persons (as the case may be) for election to such position(s) as specified in the Corporation’s notice of meeting, if the notice required by this Section 2.10(b) shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the 120th day prior to such special meeting and not later than the close of business on the later of the 90th day prior to such special meeting or the 10th day following the date on which public announcement of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting is first made by the Corporation. The number of nominees a stockholder may nominate for election at the special meeting (or in the case of a stockholder giving the notice on behalf of a beneficial owner, the number of nominees a stockholder may nominate for election at the annual meeting on behalf of such beneficial owner) shall not exceed the number of directors to be elected at such special meeting. In no event shall an adjournment, recess or postponement of a special meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

(c) General.

(i) Except as otherwise required by law, only such persons who are nominated in accordance with the procedures set forth in this Section 2.10 shall be eligible to be elected at any meeting of stockholders of the Corporation to serve as directors and only such other business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 2.10. Except as otherwise required by law, each of the Chairman, the Board of Directors or the chairman of the meeting shall have the power to determine whether a nomination or any other business proposed to be

 

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brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Section 2.10 (including whether a stockholder or beneficial owner solicited (or is part of a group which solicited) or did not so solicit, as the case may be, proxies in compliance with such stockholder’s representation as required by clause (a)(ii)(D)(4) of this Section 2.10). If any proposed nomination or other business is not in compliance with this Section 2.10 then except as otherwise required by law, the chairman of the meeting shall have the power to declare that such nomination shall be disregarded or that such other business shall not be transacted. Notwithstanding the foregoing provisions of this Section 2.10, unless otherwise required by law, or otherwise determined by the Chairman, the Board of Directors or the chairman of the meeting, if the stockholder does not provide the information required under clauses (a)(ii)(C)(2) and (a)(ii)(D)(1)-(3) of this Section 2.10 to the Corporation within the time frames specified herein, any such nomination shall be disregarded and any such other business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation. Notwithstanding the foregoing provisions of this Section 2.10, unless otherwise required by law, or otherwise determined by the Chairman, the Board of Directors or the chairman of the meeting, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual or special meeting of stockholders of the Corporation to present a nomination or other business (whether pursuant to the requirements of these Bylaws or in accordance with Rule 14a-8 under the Exchange Act), such nomination shall be disregarded and such other business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation. For purposes of this Section 2.10, to be considered a qualified representative of a stockholder pursuant to the preceding sentence, a person must be a duly authorized officer, manager or partner of such stockholder or authorized by a writing executed by such stockholder (or a reliable reproduction or electronic transmission of the writing) delivered to the Corporation prior to the making of such nomination or proposal at such meeting (and in any event not fewer than five (5) days before the meeting) stating that such person is authorized to act for such stockholder as proxy at the meeting of stockholders.

(ii) For purposes of this Section 2.10, the “close of business” shall mean 6:00 p.m. local time at the principal executive offices of the Corporation on any calendar day, whether or not the day is a business day, and a “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or a comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act. For purposes of clause (a)(ii)(D)(1) of this Section 2.10, shares shall be treated as “beneficially owned” by a person if the person beneficially owns such shares, directly or indirectly, for purposes of Section 13(d) of the Exchange Act and Regulations 13D and 13G thereunder or has or shares pursuant to any agreement, arrangement or understanding (whether or not in writing): (A) the right to acquire such shares (whether such right is exercisable immediately or only after the passage of time or the fulfillment of a condition or both); (B) the right to vote such shares, alone or in concert with others; and/or (C) investment power with respect to such shares, including the power to dispose of, or to direct the disposition of, such shares.

(iii) Nothing in this Section 2.10 shall be deemed to affect any rights of the holders of any series of Preferred Stock to elect directors pursuant to any applicable provisions of the Certificate of Incorporation (including any Preferred Stock Designation).

 

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Section 2.11 No Action by Written Consent. Except as otherwise provided for or fixed with respect to actions required or permitted to be taken solely by holders of Preferred Stock pursuant to the Certificate of Incorporation (including any Preferred Stock Designation), no action that is required or permitted to be taken by the stockholders of the Corporation may be effected by consent of stockholders in lieu of a meeting of stockholders.

Section 2.12 Inspectors of Election. Before any meeting of stockholders, the Corporation may, and shall if required by law, appoint one or more inspectors of election to act at the meeting and make a written report thereof. Inspectors may be employees of the Corporation. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the chairman of the meeting may, and shall if required by law, appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. Inspectors need not be stockholders. No director or nominee for the office of director at an election shall be appointed as an inspector at such election.

Such inspectors shall:

(a) determine the number of shares outstanding and the voting power of each, the number of shares represented at the meeting, the existence of a quorum, and the validity of proxies and ballots;

(b) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors;

(c) count and tabulate all votes and ballots; and

(d) certify their determination of the number of shares represented at the meeting, and their count of all votes and ballots.

Section 2.13 Meetings by Remote Communications. The Board of Directors may, in its sole discretion, determine that a meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication in accordance with Section 211(a)(2) of the DGCL. If authorized by the Board of Directors in its sole discretion, and subject to such guidelines and procedures as the Board of Directors may adopt, stockholders and proxyholders not physically present at a meeting of stockholders may, by means of remote communication: (a) participate in a meeting of stockholders; and (b) be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely by means of remote communication, provided that: (i) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder; (ii) the Corporation shall implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings; and (iii) if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Corporation.

 

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Section 2.14 Delivery to the Corporation. Whenever this Article II requires one or more persons (including a record or beneficial owner of stock) to deliver a document or information to the Corporation or any officer, employee or agent thereof (including any notice, request, questionnaire, revocation, representation or other document or agreement), the Corporation shall not be required to accept delivery of such document or information unless the document or information is in writing exclusively (and not in an electronic transmission) and delivered exclusively by hand (including, without limitation, overnight courier service) or by certified or registered mail, return receipt requested.

ARTICLE III

DIRECTORS

Section 3.1 Powers. Except as otherwise required by the DGCL or as provided in the Certificate of Incorporation (including any Preferred Stock Designation), the business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. In addition to the powers and authorities these Bylaws expressly confer upon it, the Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law, the Certificate of Incorporation (including any Preferred Stock Designation) or these Bylaws required to be exercised or done by the stockholders.

Section 3.2 Number and Election. Except as otherwise provided for or fixed pursuant to the Certificate of Incorporation (including any Preferred Stock Designation), the Board of Directors shall consist of such number of directors as shall be determined from time to time solely by resolution adopted by the affirmative vote of a majority of the total number of directors then authorized (hereinafter referred to as the “Whole Board”).

At any meeting of stockholders at which directors are to be elected, directors shall be elected by a plurality of the votes cast.

Directors need not be stockholders unless so required by the Certificate of Incorporation (including any Preferred Stock Designation) or these Bylaws, wherein other qualifications for directors may be prescribed.

Section 3.3 Vacancies and Newly Created Directorships. Subject to the rights, if any, of the holders of any outstanding shares of any series of Preferred Stock, and unless otherwise required by law, newly created directorships resulting from any increase in the authorized number of directors and any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled solely by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum, or by the sole remaining director, and any director so chosen shall hold office until the next election of the class for which such director shall have been chosen and until his or her successor shall have been duly elected and qualified. No decrease in the authorized number of directors shall shorten the term of any incumbent director.

 

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Section 3.4 Resignations and Removal.

(a) Any director may resign at any time upon notice given in writing or by electronic transmission to the Board of Directors, the Chairman or the Secretary of the Corporation. Such resignation shall take effect upon delivery, unless the resignation specifies a later effective date or time or an effective date or time determined upon the happening of an event or events. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

(b) Except for such additional directors, if any, as are elected by the holders of any series of Preferred Stock as provided for or fixed pursuant to the Certificate of Incorporation (including any Preferred Stock Designation), any director, or the entire Board of Directors, may be removed from office at any time, but only for cause and only by the affirmative vote of at least 662⁄3% of the voting power of the stock outstanding and entitled to vote thereon.

Section 3.5 Regular Meetings. Regular meetings of the Board of Directors shall be held at such place or places, within or without the State of Delaware, on such date or dates and at such time or times, as shall have been established by the Board of Directors and publicized among all directors. A notice of each regular meeting shall not be required.

Section 3.6 Special Meetings. Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the Chairman, the Chief Executive Officer or a majority of the directors then in office. The person or persons authorized to call special meetings of the Board of Directors or any committees thereof may fix the place, within or without the State of Delaware, date and time of such meetings. Notice of each such meeting shall be given to each director, if by mail, addressed to such director at his or her residence or usual place of business, at least five (5) days before the day on which such meeting is to be held, or shall be sent to such director by electronic transmission, or be delivered personally or by telephone, in each case at least twenty-four (24) hours prior to the time set for such meeting. A notice of special meeting need not state the purpose of such meeting, and, unless indicated in the notice thereof, any and all business may be transacted at a special meeting.

Section 3.7 Participation in Meetings by Conference Telephone. Members of the Board of Directors, or of any committee thereof, may participate in a meeting of such Board of Directors or committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting.

Section 3.8 Quorum and Voting. Except as otherwise required by law, the Certificate of Incorporation or these Bylaws, a majority of the Whole Board, shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, and the vote of a majority of the directors present at a duly held meeting at which a quorum is present shall be the act of the Board of Directors. The chairman of the meeting or a majority of the directors present may adjourn the meeting to another time and place whether or not a quorum is present. At any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called.

 

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Section 3.9 Board of Directors Action by Written Consent Without a Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors, or any committee thereof, may be taken without a meeting, provided that all members of the Board of Directors or committee, as the case may be, consent in writing or by electronic transmission to such action. After an action is taken, the consent or consents relating thereto shall be filed with the minutes or proceedings of the Board of Directors or committee in the same paper or electronic form as the minutes are maintained. Any person (whether or not then a director) may provide, whether through instruction to an agent or otherwise, that a consent to action shall be effective at a future time (including a time determined upon the happening of an event), no later than sixty (60) days after such instruction is given or such provision is made and such consent shall be deemed to have been given at such effective time so long as such person is then a director and did not revoke the consent prior to such time. Any such consent shall be revocable prior to its becoming effective.

Section 3.10 Chairman of the Board of Directors. The Chairman shall preside at meetings of stockholders (unless otherwise determined by the Board of Directors) and at meetings of directors and shall perform such other duties as the Board of Directors may from time to time determine. If the Chairman is not present at a meeting of the Board of Directors, another director chosen by the Board of Directors shall preside.

Section 3.11 Rules and Regulations. The Board of Directors shall adopt such rules and regulations not inconsistent with the provisions of law, the Certificate of Incorporation or these Bylaws for the conduct of its meetings and management of the affairs of the Corporation as the Board of Directors shall deem proper.

Section 3.12 Fees and Compensation of Directors. Unless otherwise restricted by the Certificate of Incorporation, directors may receive such compensation, if any, for their services on the Board of Directors and its committees, and such reimbursement of expenses, as may be fixed or determined by resolution of the Board of Directors. Members of committees of the Board of Directors may, upon resolution of the Board of Directors, be allowed compensation for service on such committees.

Section 3.13 Emergency Bylaws. This Section 3.13 shall be operative during any emergency condition as contemplated by Section 110 of the DGCL (an “Emergency”), notwithstanding any different or conflicting provisions in these Bylaws, the Certificate of Incorporation or the DGCL. In the event of any Emergency, or other similar emergency condition, the director or directors in attendance at a meeting of the Board of Directors or a standing committee thereof shall constitute a quorum. Such director or directors in attendance may further take action to appoint one or more of themselves or other directors to membership on any standing or temporary committees of the Board of Directors as they shall deem necessary and appropriate. Except as the Board of Directors may otherwise determine, during any Emergency, the Corporation and its directors and officers, may exercise any authority and take any action or measure contemplated by Section 110 of the DGCL.

 

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ARTICLE IV

COMMITTEES

Section 4.1 Committees of the Board of Directors. The Board of Directors may designate one or more committees, each such committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee to replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent permitted by law and provided in the resolution of the Board of Directors establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matters: (a) approving or adopting, or recommending to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval; or (b) adopting, amending or repealing any of these Bylaws. All committees of the Board of Directors shall keep minutes of their meetings and shall report their proceedings to the Board of Directors when requested or required by the Board of Directors.

Section 4.2 Meetings and Action of Committees. Unless the Board of Directors provides otherwise by resolution, any committee of the Board of Directors may adopt, alter, amend and repeal such rules and regulations not inconsistent with the provisions of law, the Certificate of Incorporation or these Bylaws for the conduct of its meetings as such committee may deem proper. A majority of the directors then serving on a committee shall constitute a quorum for the transaction of business by the committee except as otherwise required by law, the Certificate of Incorporation or these Bylaws, and except as otherwise provided in a resolution of the Board of Directors; provided, however, that in no case shall a quorum be less than one-third of the directors then serving on the committee. Unless the Certificate of Incorporation, these Bylaws or a resolution of the Board of Directors requires a greater number, the vote of a majority of the members of a committee present at a meeting at which a quorum is present shall be the act of the committee.

ARTICLE V

OFFICERS

Section 5.1 Officers. The officers of the Corporation shall consist of a Chief Executive Officer, a President, a Chief Financial Officer, a Treasurer, a Secretary and such other officers as the Board of Directors may from time to time determine, each of whom shall be elected by the Board of Directors, each to have such authority, functions or duties as set forth in these Bylaws or as determined by the Board of Directors. Each officer shall be elected by the Board of Directors and shall hold office for such term as may be prescribed by the Board of Directors and until such person’s successor shall have been duly elected and qualified, or until such person’s earlier death, disqualification, resignation or removal. Any number of offices may be held by the same person; provided, however, that no officer shall execute, acknowledge or

 

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verify any instrument in more than one capacity if such instrument is required by law, the Certificate of Incorporation or these Bylaws to be executed, acknowledged or verified by two or more officers. The Board of Directors may require any officer, agent or employee to give security for the faithful performance of his or her duties. The officers of the Corporation need not be stockholders of the Corporation nor, except in the case of the Chairman, need such officers be directors of the Corporation.

Section 5.2 Compensation. The salaries of the officers of the Corporation and the manner and time of the payment of such salaries shall be fixed and determined by the Board of Directors or by a duly authorized officer and may be altered by the Board of Directors from time to time as it deems appropriate, subject to the rights, if any, of such officers under any contract of employment.

Section 5.3 Removal, Resignation and Vacancies. Any officer of the Corporation may be removed, with or without cause, by the Board of Directors or by a duly authorized officer, without prejudice to the rights, if any, of such officer under any contract to which it is a party. Any officer may resign at any time upon notice given in writing or by electronic transmission to the Corporation, without prejudice to the rights, if any, of the Corporation under any contract to which such officer is a party. If any vacancy occurs in any office of the Corporation, the Board of Directors may elect a successor to fill such vacancy for the remainder of the unexpired term and until a successor shall have been duly elected and qualified.

Section 5.4 Chief Executive Officer. The Chief Executive Officer shall have general supervision and direction of the business and affairs of the Corporation, shall be responsible for corporate policy and strategy, and shall report directly to the Board of Directors. Unless otherwise provided in these Bylaws or determined by the Board of Directors, all other officers of the Corporation shall report directly to the Chief Executive Officer or as otherwise determined by the Chief Executive Officer. The Chief Executive Officer shall, if present and in the absence of the Chairman, preside at meetings of the stockholders.

Section 5.5 President. The President shall be the chief operating officer of the Corporation, with general responsibility for the management and control of the operations of the Corporation. The President shall, when requested, counsel with and advise the other officers of the Corporation and shall perform such other duties as the Board of Directors or the Chief Executive Officer may from time to time determine.

Section 5.6 Chief Financial Officer. The Chief Financial Officer shall exercise all the powers and perform the duties of the office of the chief financial officer and in general have overall supervision of the financial operations of the Corporation. The Chief Financial Officer shall, when requested, counsel with and advise the other officers of the Corporation and shall perform such other duties as the Board of Directors, the Chief Executive Officer or the President may from time to time determine.

 

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Section 5.7 Treasurer. The Treasurer shall supervise and be responsible for all the funds and securities of the Corporation, the deposit of all monies and other valuables to the credit of the Corporation in depositories of the Corporation, borrowings and compliance with the provisions of all indentures, agreements and instruments governing such borrowings to which the Corporation is a party, the disbursement of funds of the Corporation and the investment of its funds, and in general shall perform all of the duties incident to the office of the Treasurer. The Treasurer shall, when requested, counsel with and advise the other officers of the Corporation and shall perform such other duties as the Board of Directors, the Chief Executive Officer, the President or the Chief Financial Officer may from time to time determine.

Section 5.8 Secretary. The powers and duties of the Secretary are: (i) to act as Secretary at all meetings of the Board of Directors, of the committees of the Board of Directors and of the stockholders and to record the proceedings of such meetings in a book or books to be kept for that purpose; (ii) to see that all notices required to be given by the Corporation are duly given and served; (iii) to act as custodian of the seal of the Corporation and affix the seal or cause it to be affixed to all certificates of stock of the Corporation and to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these Bylaws; (iv) to have charge of the books, records and papers of the Corporation and see that the reports, statements and other documents required by law to be kept and filed are properly kept and filed; and (v) to perform all of the duties incident to the office of Secretary. The Secretary shall, when requested, counsel with and advise the other officers of the Corporation and shall perform such other duties as the Board of Directors, the Chief Executive Officer or the President may from time to time determine.

Section 5.9 Additional Matters. The Chief Executive Officer and the Chief Financial Officer of the Corporation shall have the authority to designate employees of the Corporation to have the title of Vice President, Assistant Vice President, Assistant Treasurer or Assistant Secretary. Any employee so designated shall have the powers and duties determined by the officer making such designation. The persons upon whom such titles are conferred shall not be deemed officers of the Corporation unless elected by the Board of Directors.

Section 5.10 Checks; Drafts; Evidences of Indebtedness. From time to time, the Board of Directors shall determine the method, and designate (or authorize officers of the Corporation to designate) the person or persons who shall have authority, to sign or endorse all checks, drafts, other orders for payment of money and notes, bonds, debentures or other evidences of indebtedness that are issued in the name of or payable by the Corporation, and only the persons so authorized shall sign or endorse such instruments.

Section 5.11 Corporate Contracts and Instruments; How Executed. Except as otherwise provided in these Bylaws, the Board of Directors may determine the method, and designate (or authorize officers of the Corporation to designate) the person or persons who shall have authority to enter into any contract or execute any instrument in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances. Unless so authorized, or within the power incident to a person’s office or other position with the Corporation, no person shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

Section 5.12 Signature Authority. Unless otherwise determined by the Board of Directors or otherwise provided by law or these Bylaws, contracts, evidences of indebtedness and other instruments or documents of the Corporation may be executed, signed or endorsed: (i) by the Chief Executive Officer or the President; or (ii) by the Chief Financial Officer, Treasurer or Secretary, in each case only with regard to such instruments or documents that pertain to or relate to such person’s duties or business functions.

 

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Section 5.13 Action with Respect to Securities of Other Corporations or Entities. The Chief Executive Officer or any other officer of the Corporation authorized by the Board of Directors or the Chief Executive Officer is authorized to vote, represent, and exercise on behalf of the Corporation all rights incident to any and all shares or other equity interests of any other corporation or entity or corporations or entities, standing in the name of the Corporation. The authority herein granted may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by the person having such authority.

Section 5.14 Delegation. The Board of Directors may from time to time delegate the powers or duties of any officer to any other officers or agents, notwithstanding the foregoing provisions of this Article V.

ARTICLE VI

INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

Section 6.1 Right to Indemnification. Each person who was or is a party or is threatened to be made a party to, or was or is otherwise involved in, any action, suit, arbitration, alternative dispute resolution mechanism, investigation, inquiry, judicial, administrative or legislative hearing, or any other threatened, pending or completed proceeding, whether brought by or in the right of the Corporation or otherwise, including any and all appeals, whether of a civil, criminal, administrative, legislative, investigative or other nature (hereinafter a “proceeding”), by reason of the fact that he or she is or was a director or an officer of the Corporation or while a director or officer of the Corporation is or was serving at the request of the Corporation as a director, officer, employee, agent or trustee of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), or by reason of anything done or not done by him or her in any such capacity, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended, against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes, penalties and amounts paid in settlement by or on behalf of the indemnitee) actually and reasonably incurred by such indemnitee in connection therewith, all on the terms and conditions set forth in these Bylaws. Notwithstanding anything in this Article VI to the contrary, (i) except as otherwise required by law or by Section 6.3, no indemnification shall be paid to any such indemnitee with respect to any proceeding brought by or in the right of the Corporation against the indemnitee that is authorized by the Board of Directors of the Corporation, unless the Board of Directors determines that the applicable standard of conduct has been met by the indemnitee; and (ii) except as otherwise required by law or provided in Section 6.4 with respect to suits to enforce rights under this Article VI, the Corporation shall indemnify any such indemnitee in connection with a proceeding, or part thereof, voluntarily initiated by such indemnitee (including claims and counterclaims, whether such counterclaims are asserted by such indemnitee or the Corporation in a proceeding initiated by such indemnitee) only if such proceeding, or part thereof, was authorized or ratified by the Board of Directors or the Board of Directors otherwise determines that indemnification is appropriate.

 

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Section 6.2 Right to Advancement of Expenses. In addition to the right to indemnification conferred in Section 6.1, an indemnitee shall, to the fullest extent permitted by law, also have the right to be paid by the Corporation the expenses (including attorneys’ fees) incurred in defending any proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that an advancement of expenses shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision of a court of competent jurisdiction from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Article VI or otherwise. Notwithstanding anything in this Article VI to the contrary, no advancement of expenses shall be paid to an indemnitee with respect to any proceeding brought by or in the right of the Corporation against the indemnitee that is authorized by the Board of Directors.

Section 6.3 Indemnification for Successful Defense. To the extent that an indemnitee has been successful on the merits or otherwise in defense of any proceeding (or in defense of any claim, issue or matter therein), such indemnitee shall be indemnified under this Section 6.3 against expenses (including attorneys’ fees) actually and reasonably incurred in connection with such defense. Indemnification under this Section 6.3 shall not be subject to satisfaction of a standard of conduct, and the Corporation may not assert the failure to satisfy a standard of conduct as a basis to deny indemnification or recover amounts advanced, including in a suit brought pursuant to Section 6.4 (notwithstanding anything to the contrary therein).

Section 6.4 Right of Indemnitee to Bring Suit. If a request for indemnification under Section 6.1 is not paid in full by the Corporation within sixty (60) days, or if a request for an advancement of expenses under Section 6.2 is not paid in full by the Corporation within twenty (20) days, after a written request has been received by the Corporation, the indemnitee may at any time thereafter bring suit against the Corporation in a court of competent jurisdiction in the State of Delaware seeking an adjudication of entitlement to such indemnification or advancement of expenses. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit to the fullest extent permitted by law. In any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that the indemnitee has not met any applicable standard of conduct for indemnification set forth in the DGCL. Further, in any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that the indemnitee has not met any applicable standard of conduct for indemnification set forth in the DGCL. Neither the failure of the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable

 

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standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under applicable law, this Article VI or otherwise shall be on the Corporation.

Section 6.5 Non-Exclusivity of Rights. The rights to indemnification and to the advancement of expenses conferred in this Article VI shall not be exclusive of any other right which any person may have or hereafter acquire under any law, agreement, vote of stockholders or disinterested directors, provisions of a certificate of incorporation or bylaws, or otherwise.

Section 6.6 Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL.

Section 6.7 Indemnification of Employees and Agents of the Corporation. The Corporation may, to the extent and in the manner permitted by law, and to the extent authorized from time to time, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation.

Section 6.8 Nature of Rights. The rights conferred upon indemnitees in this Article VI shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director or officer and shall inure to the benefit of the indemnitee’s heirs, executors and administrators. Any amendment, alteration or repeal of this Article VI that adversely affects any right of an indemnitee or its successors shall be prospective only and shall not limit or eliminate any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment, alteration or repeal.

Section 6.9 Settlement of Claims. Notwithstanding anything in this Article VI to the contrary, the Corporation shall not be liable to indemnify any indemnitee under this Article VI for any amounts paid in settlement of any proceeding effected without the Corporation’s written consent, which consent shall not be unreasonably withheld.

Section 6.10 Subrogation. In the event of payment under this Article VI, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of the indemnitee (excluding insurance obtained on the indemnitee’s own behalf), and the indemnitee shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Corporation effectively to bring suit to enforce such rights.

 

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Section 6.11 Severability. If any provision or provisions of this Article VI shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law: (a) the validity, legality and enforceability of such provision in any other circumstance and of the remaining provisions of this Article VI (including, without limitation, all portions of any paragraph of this Article VI containing any such provision held to be invalid, illegal or unenforceable, that are not by themselves invalid, illegal or unenforceable) and the application of such provision to other persons or entities or circumstances shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible, the provisions of this Article VI (including, without limitation, all portions of any paragraph of this Article VI containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall be construed so as to give effect to the intent of the parties that the Corporation provide protection to the indemnitee to the fullest extent set forth in this Article VI.

ARTICLE VII CAPITAL STOCK

Section 7.1 Certificates of Stock. The shares of the Corporation shall be represented by certificates; provided, however, that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Every holder of stock represented by certificates shall be entitled to have a certificate signed by or in the name of the Corporation by any two (2) authorized officers of the Corporation, including, without limitation, the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer, the Secretary, or an Assistant Treasurer or Assistant Secretary, certifying the number of shares owned by such holder in the Corporation. Any or all such signatures may be facsimiles. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.

Section 7.2 Special Designation on Certificates. If the Corporation is authorized to issue more than one class of stock or more than one series of any class, then the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate that the Corporation shall issue to represent such class or series of stock; provided, however, that, except as otherwise provided in Section 202 of the DGCL, in lieu of the foregoing requirements there may be set forth on the face or back of the certificate that the Corporation shall issue to represent such class or series of stock a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Within a reasonable time after the issuance or transfer of uncertificated stock, the registered owner thereof shall be given a notice, in writing or by electronic transmission, containing the information required to be set forth or stated on certificates pursuant to this Section 7.2 or Section 151, 156, 202(a) or 218(a) of the DGCL or with respect to this Section 7.2 and Section 151 of the DGCL a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, the designations, the preferences, and the relative,

 

21

participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Except as otherwise expressly provided by law, the rights and obligations of the holders of uncertificated stock and the rights and obligations of the holders of certificates representing stock of the same class and series shall be identical.

Section 7.3 Transfers of Stock. Transfers of shares of stock of the Corporation shall be made only on the books of the Corporation upon authorization by the registered holder thereof or by such holder’s attorney thereunto authorized by a power of attorney duly executed and filed with the Secretary of the Corporation or a transfer agent for such stock, and if such shares are represented by a certificate, upon surrender of the certificate or certificates for such shares properly endorsed or accompanied by a duly executed stock transfer power and the payment of any taxes thereon; provided, however, that the Corporation shall be entitled to recognize and enforce or waive any lawful restriction on transfer.

Section 7.4 Lost Certificates. The Corporation may issue a new share certificate or uncertificated shares in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may, in its discretion and as a condition precedent to the issuance thereof, require the owner of the lost, stolen or destroyed certificate or the owner’s legal representative to give the Corporation a bond (or other adequate security) sufficient to indemnify it against any claim that may be made against it (including any expense or liability) on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares. The Board of Directors may adopt such other provisions and restrictions with reference to lost certificates, not inconsistent with applicable law, as it shall in its discretion deem appropriate.

Section 7.5 Registered Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise required by law.

Section 7.6 Record Date for Determining Stockholders.

(a) In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjourned meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of and to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to

 

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notice of or to vote at a meeting of stockholders shall apply to any adjourned meeting; provided, however, that the Board of Directors may fix a new record date for the determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.

(b) In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty (60) days prior to such action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 7.7 Regulations. To the extent permitted by applicable law, the Board of Directors may make such additional rules and regulations as it may deem expedient concerning the issue, transfer and registration of shares of stock of the Corporation.

Section 7.8 Waiver of Notice. Whenever notice is required to be given under any provision of the DGCL or the Certificate of Incorporation or these Bylaws, a written waiver, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, the Board of Directors or a committee of the Board of Directors need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by the Certificate of Incorporation or these Bylaws.

ARTICLE VIII

GENERAL MATTERS

Section 8.1 Fiscal Year. The fiscal year of the Corporation shall begin on the first day of January of each year and end on the last day of December of the same year, or shall extend for such other 12 consecutive months as the Board of Directors may designate.

Section 8.2 Corporate Seal. The Board of Directors may provide a suitable seal, containing the name of the Corporation, which seal shall be in the charge of the Secretary of the Corporation. If and when so directed by the Board of Directors or a committee thereof, duplicates of the seal may be kept and used by the Treasurer or by an Assistant Secretary or Assistant Treasurer.

 

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Section 8.3 Reliance Upon Books, Reports and Records. Each director and each member of any committee designated by the Board of Directors shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers or employees, or committees of the Board of Directors so designated, or by any other person as to matters which such director or committee member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

Section 8.4 Subject to Law and Certificate of Incorporation. All powers, duties and responsibilities provided for in these Bylaws, whether or not explicitly so qualified, are qualified by the Certificate of Incorporation (including any Preferred Stock Designation) and applicable law.

Section 8.5 Electronic Signatures, etc. Except as otherwise required by the Certificate of Incorporation (including as otherwise required by any Preferred Stock Designation) or these Bylaws (including, without limitation, as otherwise required by Section 2.14), any document, including, without limitation, any consent, agreement, certificate or instrument, required by the DGCL, the Certificate of Incorporation (including any Preferred Stock Designation) or these Bylaws to be executed by any officer, director, stockholder, employee or agent of the Corporation may be executed using a facsimile or other form of electronic signature to the fullest extent permitted by applicable law. All other contracts, agreements, certificates or instruments to be executed on behalf of the Corporation may be executed using a facsimile or other form of electronic signature to the fullest extent permitted by applicable law. The terms “electronic mail,” “electronic mail address,” “electronic signature” and “electronic transmission” as used herein shall have the meanings ascribed thereto in the DGCL.

ARTICLE IX

AMENDMENTS

Section 9.1 Amendments. In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized to adopt, alter, amend or repeal these Bylaws.    Except as otherwise provided in the Certificate of Incorporation (including the terms of any Preferred Stock Designation that provides for a greater or lesser vote) or these Bylaws, and in addition to any other vote required by law, the affirmative vote of at least 662⁄3% of the voting power of the stock outstanding and entitled to vote thereon, voting together as a single class, shall be required for the stockholders to adopt, alter, amend or repeal any provision inconsistent with any provision of these Bylaws.

The foregoing Bylaws were adopted by the Board of Directors on                , 2021.

 

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EX-5.1 6 d144166dex51.htm EX-5.1 EX-5.1

Exhibit 5.1

Client: 31568-00001

July 7, 2021

F45 Training Holdings Inc.

804 Barton Springs Road, 9th Floor

Austin, Texas 78704

 

Re:

F45 Training Holdings Inc.

Registration Statement on Form S-1 (File No. 333-257193)

Ladies and Gentlemen:

We have examined the Registration Statement on Form S-1, File No. 333-257193, as amended (the “Registration Statement”), of F45 Training Holdings Inc., a Delaware corporation (the “Company”), filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), in connection with the offering by the Company of up to 19,375,000 shares (including any shares that may be sold upon exercise of the underwriters’ option to purchase additional shares) of the Company’s common stock (the “Common Stock”), par value $0.00005 per share (the “Company Shares”), and the offering by the selling stockholder identified in the Registration Statement of up to 3,984,375 shares of the Company’s Common Stock (including any shares that may be sold upon exercise of the underwriters’ option to purchase additional shares) (the “Selling Stockholder Shares”).

In arriving at the opinion expressed below, we have examined the Registration Statement in addition to originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of the originals, of specimen Common Stock certificates and such other documents, corporate records, certificates of officers of the Company and of public officials and other instruments as we have deemed necessary or advisable to enable us to render the opinions set forth below. In our examination, we have assumed without independent investigation the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies.

Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that (1) the Company Shares, when issued against payment therefor as set forth in the Registration Statement, will be validly issued, fully paid and non-assessable, and (2) the Selling Stockholder Shares, when issued upon conversion of shares of the Company’s preferred stock, $0.0001 per share, will be validly issued, fully paid and non-assessable.

We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under the caption “Legal Matters” in the Registration Statement and the prospectus that forms a part thereof. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission.

Very truly yours,

/s/ Gibson, Dunn & Crutcher LLP

EX-10.8 7 d144166dex108.htm EX-10.8 EX-10.8

Exhibit 10.8

F45 TRAINING HOLDINGS INC.

THIRD AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT

 

 

July [•], 2021

Table of Contents

 

ARTICLE 1 DEFINITIONS AND CONSTRUCTION

      3  

Section 1.1

   Definitions      3  

Section 1.2

   Additional Defined Terms      7  

Section 1.3

   Construction      8  

ARTICLE 2 REPRESENTATIONS AND WARRANTIES

      8  

ARTICLE 3 RESTRICTIONS ON TRANSFER; REGISTRATION

      9  

Section 3.1

   Restrictions on Transfer      9  

Section 3.2

   Demand Registration      9  

Section 3.3

   Piggyback Registrations      10  

Section 3.4

   Shelf Registration      11  

Section 3.5

   Expenses of Registration      13  

Section 3.6

   Obligations of the Company      13  

Section 3.7

   Delay of Registration; Furnishing Information      15  

Section 3.8

   Indemnification      15  

Section 3.9

   Assignment of Registration Rights      17  

Section 3.10

   Limitation on Subsequent Registration Rights      17  

Section 3.11

   Market Stand-Off Agreement      17  

Section 3.12

   Agreement to Furnish Information      18  

Section 3.13

   Rule 144 Reporting      18  

Section 3.14

   Termination of Registration Rights      18  

ARTICLE 4 DIRECTOR NOMINATING PROVISIONS

      19  

Section 4.1

   Initial Board Structure.      19  

Section 4.2

   Board Nomination Rights      19  

Section 4.3

   Failure to Designate a Board Member      20  

Section 4.4

   Vacancies      20  

Section 4.5

   No Liability for Election of Recommended Directors      20  

Section 4.6

   No “Bad Actor” Disqualification      21  

ARTICLE 5 RIGHT OF FIRST REFUSAL

      21  

Section 5.1

   Right of First Refusal      21  

Section 5.2

   Exempted Offerings.      23  

ARTICLE 6 GENERAL PROVISIONS

      23  

Section 6.1

   Securities Laws and Transfer Legends      23  

Section 6.2

   Notices      24  

 

i

Section 6.3

   Amendment      26  

Section 6.4

   Waiver and Remedies      26  

Section 6.5

   Entire Agreement      27  

Section 6.6

   Assignment and Successors and No Third Party Rights      27  

Section 6.7

   Severability      27  

Section 6.8

   Interpretation      27  

Section 6.9

   Governing Law      27  

Section 6.10

   Specific Performance      27  

Section 6.11

   Jurisdiction and Service of Process      28  

Section 6.12

   Waiver of Jury Trial      28  

Section 6.13

   Additional Parties      28  

Section 6.14

   Termination      28  

Section 6.15

   Rights Cumulative      28  

Section 6.16

   Counterparts      28  

Section 6.17

   Acknowledgment      29  

Section 6.18

   Relationship Among Parties      29  

Exhibit

Exhibit A – Form of Joinder

 

ii

THIRD AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT

This Third Amended and Restated Stockholders’ Agreement (this “Agreement”) is made as of July [•], 2021 by and among F45 Training Holdings Inc., a Delaware corporation (the “Company”), MWIG LLC, a Delaware limited liability company (“MWIG”), Kennedy Lewis Management LP, a Delaware limited partnership (together with its Affiliates, “KLIM”), L1 Capital Long Short Fund, an Australian domiciled Managed Investment Scheme (“L1 Capital LSF”), L1 Long Short Fund Limited, an Australian Public Company (Listed Investment Company) (“L1 LSF Limited”), L1 Capital Global Opportunities Master Fund (“L1 Global Master Fund”), an Exempted Company incorporated in the Cayman Islands with Limited Liability, and L1 Capital Long Short (Master) Fund, an Exempted Company incorporated in the Cayman Islands with Limited Liability (together with L1 Capital LSF, L1 LSF Limited, and L1 Global Master Fund, the “L1 Holders”, and the L1 Holders, together with MWIG and KLIM, the “Major Investors” and each a “Major Investor”), and GIL SPE, LLC, a Delaware limited liability company (“GIL SPE” or the “Founder,” and together with the Major Investors and any subsequent stockholders or option holders, or any transferees, who become parties hereto, collectively, the “Stockholders”).

WHEREAS, the Company, MWIG, KLIM, L1 Holders and GIL SPE entered into that certain Second Amended and Restated Stockholders’ Agreement dated as of December 30, 2020 (the “Prior Stockholders’ Agreement”); and

WHEREAS, the Company and the Stockholders desire to enter into this Agreement to amend and restate the Prior Stockholders’ Agreement in its entirety and to provide for certain registration rights, board nomination rights and other rights and obligations related to the Shares, among other matters.

NOW, THEREFORE, intending to be legally bound and in consideration of the mutual provisions set forth in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE 1

DEFINITIONS AND CONSTRUCTION

Section 1.1 Definitions. For the purposes of this Agreement:

“Affiliate” means, with respect to a specified Person, a Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, the specified Person. In addition, if the specified Person is an individual, the term “Affiliate” also includes (a) the individual’s spouse, (b) the members of the immediate family (including parents, siblings and children) of the individual or of the individual’s spouse, (c) any corporation, limited liability company, general or limited partnership, trust, association or other business or investment entity that directly or indirectly, through one or more intermediaries controls, is controlled by or is under common control with any of the foregoing individuals and (d) with respect to each L1 Holder, any other L1 Holder and any Person that L1 Capital Pty Limited serves as the investment manager for. For purposes of this definition, the term “control” (including the terms “controlling,” “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by Contract or otherwise.

 

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“Bankruptcy Proceeding” means (a) the commencement by a Person of a voluntary case or proceeding under title 11 of the United States Code, 11 U.S.C. §§ 101 et seq. (the “Federal Bankruptcy Act”) or any other similar federal or state law or any other case or proceeding to be adjudicated a bankrupt or insolvent, (b) the consent (whether by action or inaction) by a Person to the entry of a decree or order for relief in respect of such Person in an involuntary case or proceeding under the Federal Bankruptcy Act or any other similar federal or state law or to the commencement of any bankruptcy or insolvency case or proceeding against a Person, (c) the filing by a Person of a petition or answer or consent seeking reorganization or relief under any applicable federal or state law, or the consent by a Person to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar official of a Person of any substantial part of the property of such Person, (d) the making by a Person of an assignment for the benefit of creditors or (e) the admission by a Person in writing of its inability to pay its debts generally as they become due.

“Business Day” means any day other than Saturday, Sunday or any day on which banking institutions in New York, New York or Sydney, Australia are closed either under applicable Law or action of any Governmental Authority.

“Common Stock” means the Common Stock, par value $0.00005 per share, of the Company.

“Contract” means any written contract, agreement, lease, license, warranty, guaranty, mortgage, note, bond or other instrument or consensual obligation that is legally binding.

“Convertible Credit Agreement” means that certain Subordinated Convertible Credit Agreement, dated as of October 6, 2020, by and among the Company, certain entities affiliated with KLIM and the other partiers thereto, pursuant to which, among other things, entities affiliated with KLIM acquired the Convertible Notes.

“Convertible Note” means any Note (as defined in the Convertible Credit Agreement) issued pursuant to the Convertible Credit Agreement.

“Convertible Securities” means any securities or rights convertible into, or exercisable or exchangeable for (in each case, directly or indirectly), Common Stock, including options and warrants. For the avoidance of doubt, any Convertible Note issued in connection with the Convertible Credit Agreement shall be a Convertible Security for the purposes hereof.

“Deemed Liquidation Event” means (a) a merger, consolidation or reorganization of the Company in one or a series of related transactions with or into any other entity in which the Company’s stockholders immediately before the transaction own immediately after the transaction voting securities of the surviving entity possessing less than a majority of the voting control, or (b) a sale, lease, exclusive license, transfer or other conveyance of all or substantially all of the assets of the Company, except a sale, lease, exclusive license, transfer or other conveyance in which the stockholders’ of the Company immediately before the transaction own immediately after the transaction a majority of the voting securities of the acquiring entity; will be deemed to be a liquidation, dissolution or winding up of the Company.

“Exchange Act” means the Securities Exchange Act of 1934.

“Exempt Transfer” means (a) with regard to a Major Investor, a transfer by such Major Investor to its Affiliates, direct stockholders, members, partners or other equity holders (i) that is approved by a majority of the Board or (ii) following the Initial Offering or immediately prior to, or in contemplation of, the Initial Offering (in the case of the Preferred Stock, conditioned upon the consummation of such Initial Offering and the conversion of any such Shares to Common Stock) (an “IPO Exempt Transfer”), or (b)

 

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with regard to any Stockholder that is a natural person, upon a transfer of his or her Shares or a portion thereof (“Transfer Stock”) by such Stockholder made for bona fide estate planning purposes, either during his or her lifetime or on death by will or intestacy to his or her spouse, child (natural or adopted), or any other direct lineal descendant of such Stockholder (or his or her spouse) (all of the foregoing collectively referred to as “family members”), or any other person approved by the Board, or any custodian or trustee of any trust, any partnership or any limited liability company for the benefit of, or the ownership interests of which are owned wholly by, such Stockholder or any such family members; provided that in the case of each of clauses (a) and (b) above, the transferring Stockholder shall deliver twenty (20) days prior written notice to the Company of such transfer, and all shares of Transfer Stock shall at all times remain subject to the terms and restrictions set forth in this Agreement and any permitted transferee shall, as a condition to effectiveness of any transfer, deliver a counterpart signature page to this Agreement as confirmation that such transferee shall be bound by all the terms and conditions of this Agreement as a transferring Stockholder as if an original party hereto (but only with respect to the Transfer Stock so transferred to the transferee); and provided further in the case of any transfer pursuant to clause (a) or (b) above, that such transfer is made pursuant to a transaction in which there is no consideration actually paid for such transfer.

“Form S-3” means such form under the Securities Act as in effect on the date hereof or any successor or similar registration form under the Securities Act subsequently adopted by the SEC which permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC.

“Governmental Authority” means any nation or government, any state, province or other political subdivision thereof, exercising executive, legislative, judicial, regulatory or administration functions of or pertaining to government, or any government authority, commission or instrumentality of the United States, any foreign government, any state of the United States, or any municipality or other political subdivision thereof, and any court, tribunal of competent jurisdiction.

“Holder” means any person owning beneficially or of record Registrable Securities that have not been sold to the public or any assignee of such Registrable Securities in accordance with Section 3.9 hereof.

“Initial Offering” means the Company’s first firm commitment underwritten public offering of its Common Stock registered under the Securities Act.

“Law” means any federal, state, local, municipal, foreign, international, multinational or other constitution, law, statute, treaty, rule, regulation, ordinance or code.

“Liability” or “Liabilities” means any liability or obligation due or to become due.

“Person” means an individual or an entity, including a corporation, limited liability company, partnership, trust, unincorporated organization, association or other business or investment entity, or any Governmental Authority.

“Preferred Stock” means the Preferred Stock, par value $0.0001 per share, of the Company, issued and outstanding as of July 7, 2021.

“Register,” “registered,” and “registration” refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of effectiveness of such registration statement or document.

 

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“Registrable Securities” means (a) Common Stock issuable or issued upon conversion of the Preferred Stock, (b) any Common Stock registered in KLIM’s name or beneficially owned by KLIM or its Affiliates (or any of its transferees pursuant to Section 3.9), including any Common Stock of the Company issuable or issued upon conversion of any Convertible Security, (c) any Common Stock registered in the name of or beneficially owned by the L1 Holders or their respective Affiliates, so long as they are held by the L1 Holders or their respective Affiliates, (d) any Common Stock of the Company issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, such above-described securities, and (e) any Common Stock of the Company issued in respect of the restricted stock units granted to Mark W. Wahlberg (“Wahlberg”) pursuant to that certain Promotional Agreement, dated March 15, 2019, by and between the Company and Wahlberg (solely the extent such shares of Common Stock are actually issued to Wahlberg and Wahlberg executes and delivers a joinder to this Agreement (in substantially the form set forth on Exhibit A) to the Company). Notwithstanding the foregoing, Registrable Securities shall not include any securities (i) sold by a person to the public either pursuant to a registration statement or Rule 144 or (ii) sold in a private transaction in which the transferor’s rights under Section 3 of this Agreement are not assigned.

“Registrable Securities then outstanding” shall be the number of shares of the Common Stock that are Registrable Securities and either (a) are then issued and outstanding or (b) are issuable pursuant to Convertible Securities that are then exercisable or convertible.

“Registration Expenses” shall mean all expenses incurred by the Company in complying with Sections 3.2, 3.3 or 3.4 hereof, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel for the Company and one counsel for the selling Holders, blue sky fees and expenses and the expense of any special audits incident to or required by any such registration (but excluding the compensation of regular employees of the Company which shall be paid in any event by the Company).

“SEC” or “Commission” means the Securities and Exchange Commission.

“Shares” mean all shares of the Company (including but not limited to all shares of Common Stock issued or issuable upon conversion of Preferred Stock or any Convertible Securities) registered in the name of or beneficially owned individually by each of the Stockholders, owned as of the date hereof or issued to a Stockholder after the date hereof (including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization, or the like).

“Securities Act” means the Securities Act of 1933.

“Selling Expenses” means all underwriting discounts and selling commissions applicable to the sale.

“Special Registration Statement” shall mean (a) a registration statement relating to any employee benefit plan or (b) with respect to any corporate reorganization or transaction under Rule 145 of the Securities Act, any registration statements related to the issuance or resale of securities issued in such a transaction or (c) a registration related to stock issued upon conversion of debt securities.

“subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with U.S. generally accepted accounting principles as of such date, as well as any other corporation, limited liability company, partnership, association or other entity of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held.

“Transfer” means any direct or indirect sale, transfer, assignment, gift, bequest, donation, pledge, hypothecation, encumbrance, mortgaging, assignment as collateral, or disposition of all or any portion of a Share by any other means, whether for value or for no value and whether voluntary or involuntary (including by realization upon any encumbrance, by operation of Law or by judgment, levy, attachment, garnishment, Bankruptcy Proceeding or other legal or equitable proceedings). For any Stockholder that is an entity, “Transfer” shall include the direct or indirect Transfer of equity or beneficial interests in such entity.

 

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Section 1.2 Additional Defined Terms. For purposes of this Agreement, the following terms have the meanings specified in the indicated Section of this Agreement:

 

Defined Term

   

Section

ACT    Section 6.1(a)
Agreement    Preamble
Board    Section 3.2(c)(iv)
Company    Preamble
Company Covered Persons    Section 4.6(a)
Company Notice    Section 5.1(b)
Company ROFR Period    Section 5.1(b)
Disqualification Events    Section 4.6(a)
Effectiveness Period    Section 3.4(b)
FOD Capital    Section 3.9
Founder    Preamble
Founder Nominees    Section 4.2(a)
GIL SPE    Preamble
Holder Violation    Section 3.8(b)
Initiating Holders    Section 3.2(a)
KLIM    Preamble
KLIM Nominee    Section 4.2(b)
L1 Capital LSF    Preamble
L1 Global Master Fund    Preamble
L1 Holders    Preamble
L1 LSF Limited    Preamble
Major Investor    Preamble
Major Investors    Preamble
MWIG    Preamble
MWIG Nominees    Section 4.2(c)
Nominating Committee    Section 4.2(d)
Nominee    Section 4.2(c)
Overallotment Notice    Section 5.1(e)
Participating Stockholders    Section 5.1(c)
Participating Stockholders’ Overallotment Notice    Section 5.1(e)
Permitted Assignment    Section 6.6
Prior Stockholders’ Agreement    Recitals
Proposed Transfer Notice    Section 5.1(b)
Prospective Transferee    Section 5.1(a)
Resale Shelf Registration    Section 3.4(a)
Resale Shelf Registration Statement    Section 3.4(a)
Right of First Refusal    Section 5.1(a)
Second Proposed Transfer Notice    Section 5.1(c)
Secondary Refusal Right    Section 5.1(c)
Secondary ROFR Notice    Section 5.1(c)
Shelf Offering    Section 3.4(f)
Stockholder ROFR Period    Section 5.1(c)

 

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Stockholders

   

Preamble

Subsequent Holder Notice

   

Section 3.4(e)

Subsequent Shelf Registration

   

Section 3.4(c)

Suspension Period

   

Section 3.6(a)

Take-Down Notice

   

Section 3.4(f)

Transfer Shares

   

Section 5.1(a)

Violation

   

Section 3.8(a)

Section 1.3 Construction. Any reference in this Agreement to an “Article,” “Section,” “Exhibit” or “Schedule” refers to the corresponding Article, Section, Exhibit or Schedule of or to this Agreement, unless the context indicates otherwise. The table of contents and the headings of Articles and Sections are provided for convenience only and are not intended to affect the construction or interpretation of this Agreement. All words used in this Agreement are to be construed to be of such gender or number as the circumstances require. The words “including,” “includes” or “include” are to be read as listing non-exclusive examples of the matters referred to, whether or not words such as “without limitation” or “but not limited to” are used in each instance. The word “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase will not mean simply “if”. The term “or” will not be deemed to be exclusive. The phrase “made available to” means disclosures made, whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions or in any other form in expectation of the transactions contemplated by this Agreement. Where this Agreement states that a party “shall,” “will” or “must” perform in some manner or otherwise act or omit to act, it means that the party is legally obligated to do so in accordance with this Agreement. The words such as “herein,” “hereinafter,” “hereof,” “hereunder” and “hereto” refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires. Any reference to a statute is deemed also to refer to any amendments or successor legislation as in effect at the relevant time. Any reference to a Contract or other document as of a given date means the Contract or other document as amended, supplemented and modified from time to time through such date. Unless otherwise provided in this Agreement, all monetary values stated herein are expressed in United States currency and all references to “dollars” or “$” will be deemed references to the United States dollar.

ARTICLE 2

REPRESENTATIONS AND WARRANTIES

Each Stockholder hereby represents and warrants to the Company and to each other Stockholder that (a) such Stockholder has full power and authority to execute, deliver and perform its obligations under this Agreement, and (b) the execution and delivery of this Agreement has been duly and validly authorized, and all necessary action has been taken, to make this Agreement a valid and binding obligation of such Stockholder, enforceable in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at Law or in equity.

 

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ARTICLE 3

RESTRICTIONS ON TRANSFER; REGISTRATION

Section 3.1 Restrictions on Transfer.

(a) No holder of Preferred Stock shall Transfer all or any portion of the Preferred Stock to any Person engaged directly or indirectly (including via Affiliates or portfolio companies of such holder, its Affiliates or any funds managed or controlled by such holder or Affiliate) in the business of owning, operating or franchising fitness facilities or fitness training programs without the prior approval of the Founder (which the Founder may withhold or provide in its sole discretion).

(b) Without limiting Section 3.1(a), each Stockholder hereby agrees, separately and not jointly, with the Company not to Transfer all or any portion of the Shares or Registrable Securities unless and until:

(i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or

(ii) (A) the transferee has agreed in writing to be bound by the terms of this Agreement, (B) such Stockholder shall have notified the Company of the proposed Transfer and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed Transfer, and (C) if reasonably requested by the Company, such Stockholder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such Transfer will not require registration of such shares under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144, except in unusual circumstances. After its Initial Offering, the Company will not require any transferee pursuant to Rule 144 to be bound by the terms of this Agreement if the shares so transferred do not remain Registrable Securities hereunder following such transfer.

(c) Notwithstanding the provisions of subsection (b) above, no restriction set forth in Section 3.1(b) shall apply to a Transfer by a Stockholder that is (i) a partnership transferring to its partners or former partners in accordance with partnership interests, (ii) a corporation transferring to a wholly-owned subsidiary or a parent corporation that owns all of the capital stock of the Stockholder, (iii) a limited liability company transferring to its members or former members in accordance with their interest in the limited liability company, (iv) an individual transferring to the Stockholder’s family member or trust for the benefit of an individual Stockholder, (v) a holder of a Convertible Note who assigns or transfers its rights or obligations under the Convertible Credit Agreement pursuant to the terms thereof, or (vi) an entity transferring to its Affiliates; provided that in each case the transferee will agree in writing to be subject to the terms of this Agreement to the same extent as if he were an original Stockholder hereunder.

Section 3.2 Demand Registration.

(a) Subject to the conditions of this Section 3.2, if the Company shall receive a written request from the Holders of at least fifty percent (50%) of the Registrable Securities then outstanding (the “Initiating Holders”) that the Company file a registration statement under the Securities Act covering the registration of at least a majority of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $50,000,000), then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this

 

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Section 3.2, use reasonable best efforts to effect as expeditiously as reasonably possible the registration under the Securities Act of all Registrable Securities that all Holders request to be registered.

(b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 3.2 and the Company shall include such information in the written notice referred to in Section 3.2(a). In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities held by all Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 3.2, if the underwriter advises the Company that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.

(c) The Company shall not be required to effect a registration pursuant to this Section 3.2:

(i) prior to the expiration of the restrictions on transfer set forth in Section 3.11 following the Initial Offering;

(ii) after the Company has effected two (2) registrations pursuant to this Section 3.2, and such registrations have been declared or ordered effective;

(iii) if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 3.2(a), the Company gives notice to the Holders of the Company’s intention to make a public offering within ninety (90) days;

(iv) if the Company furnishes to the Holders requesting a registration statement pursuant to this Section 3.2 a certificate signed by a majority of the Board of Directors of the Company (the “Board”) stating that, in the good faith judgment of the Board, it would be detrimental to the Company and its stockholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided that such right to delay a request shall be exercised by the Company not more than twice in any twelve (12) month period;

(v) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to Section 3.4 below; or

(vi) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.

Section 3.3 Piggyback Registrations.

(a) The Company shall notify all Holders of Registrable Securities in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company and any registration pursuant to Section 3.2, but excluding Special Registration Statements) and will afford each such Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within fifteen (15) days after the above-described notice from the Company, so notify the Company in

 

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writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

(b) If the registration statement of which the Company gives notice under this Section 3.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to include Registrable Securities in a registration pursuant to this Section 3.3 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Agreement, if the Company determines in good faith, based on consultation with the underwriter, that marketing factors require a limitation of the number of Registrable Securities to be underwritten, the number of Registrable Securities that may be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to any stockholder of the Company (other than a Holder) on a pro rata basis; provided, however, that no such reduction shall reduce the amount of securities of the selling Holders included in the registration below twenty five percent (25%) of the total amount of securities included in such registration, unless such offering is the Initial Offering and such registration does not include shares of any other selling Stockholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding clause. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company or corporation, the partners, retired partners, members, retired members and stockholders of such Holder, or the estates and family members of any such partners, retired partners, members and retired members and any trusts for the benefit of any of the foregoing person shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

(c) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 3.3 whether or not any Holder has elected to include securities in such registration. The Registration Expenses of such withdrawn registration shall be borne by the Company in accordance with Section 3.5 hereof.

Section 3.4 Shelf Registration.

(a) As soon as practicable following the Company becoming eligible to register securities on Form S-3, the Company shall use commercially reasonable efforts to file a registration statement covering the sale or distribution from time to time by the Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act of all of the Registrable Securities on Form S-3 (the “Resale Shelf Registration Statement” and such registration, the “Resale Shelf Registration”); provided, if at any time after becoming eligible to register securities on Form S-3, the Company loses such eligibility, the Company’s obligations will be to file such shelf registration covering all Registrable Securities on another appropriate form in accordance with the Securities Act and such form shall be deemed the “Resale Shelf Registration Statement” hereunder. The Company shall use its commercially reasonable efforts to cause such Resale Shelf Registration Statement to be declared effective by the SEC as promptly as practicable after the filing thereof, but in any event prior to the date that is seventy-five (75) days after the filing of the Resale Shelf Registration Statement.

 

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(b) Effectiveness Period. Once declared effective, the Company shall, subject to the other applicable provisions of this Agreement, use its reasonable best efforts to cause the Resale Shelf Registration Statement to be continuously effective and usable until such time as there are no longer any Registrable Securities (the “Effectiveness Period”).

(c) Subsequent Shelf Registration. Subject to Section 3.4(b), if any Shelf Registration ceases to be effective under the Securities Act for any reason at any time during the Effectiveness Period, the Company shall use its commercially reasonable efforts to promptly cause such Shelf Registration to again become effective under the Securities Act (including obtaining the prompt withdrawal of any order suspending the effectiveness of such Shelf Registration), and in any event shall within thirty (30) days of such cessation of effectiveness, amend such Shelf Registration in a manner reasonably expected to obtain the withdrawal of any order suspending the effectiveness of such Shelf Registration or, file an additional registration statement (a “Subsequent Shelf Registration”) for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act registering the resale from time to time by Holders thereof of all securities that are Registrable Securities as of the time of such filing. If a Subsequent Shelf Registration is filed, the Company shall use its reasonable best efforts to (a) cause such Subsequent Shelf Registration to become effective under the Securities Act as promptly as is reasonably practicable after such filing, but in no event later than the date that is seventy-five (75) days after such Subsequent Shelf Registration is filed and (b) keep such Subsequent Shelf Registration (or another Subsequent Shelf Registration) continuously effective until the end of the Effectiveness Period. Any such Subsequent Shelf Registration shall be a Registration Statement on Form S-3 to the extent that the Company is eligible to use such form, and if the Company is a “well known seasoned issuer” as defined under Rule 405 as of the filing date, such registration statement shall be an “automatic shelf registration statement” as defined under Rule 405. Otherwise, such Subsequent Shelf Registration shall be on another appropriate form and shall provide for the registration of such Registrable Securities for resale by such Holders in accordance with any reasonable method of distribution elected by the Holders.

(d) Supplements and Amendments. The Company shall supplement and amend any Shelf Registration if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration if required by the Securities Act or as reasonably requested by the Holders covered by such Shelf Registration.

(e) Subsequent Holder Notice. If a Person becomes a Holder of Registrable Securities after a Shelf Registration becomes effective under the Securities Act, the Company shall, as promptly as is reasonably practicable following delivery of written notice to the Company of such Person becoming a Holder and requesting for its name to be included as a selling securityholder in the prospectus related to the Shelf Registration (a “Subsequent Holder Notice”):

(i) if required and permitted by applicable law, file with the SEC a supplement to the related prospectus or a post-effective amendment to the Shelf Registration so that such Holder is named as a selling securityholder in the Shelf Registration and the related prospectus in such a manner as to permit such Holder to deliver a prospectus to purchasers of the Registrable Securities in accordance with applicable law; provided, however, that the Company shall not be required to file more than one post-effective amendment or a supplement to the related prospectus for such purpose in any seventy-five (75) day period;

 

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(ii) if, pursuant to Section 3.4(e)(i), the Company shall have filed a post-effective amendment to the Shelf Registration that is not automatically effective, use its reasonable best efforts to cause such post-effective amendment to become effective under the Securities Act as promptly as is reasonably practicable, but in any event by the date that is seventy-five (75) days after the date such post-effective amendment is required by Section 3.4(e)(i) to be filed; and

(iii) notify such Holder as promptly as is reasonably practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 3.4(e)(i).

(f) Take-Down Notice. Subject to the other applicable provisions of this Agreement, at any time that any Shelf Registration Statement is effective, if a Holder delivers a notice to the Company (a “Take-Down Notice”) stating that it intends to effect a sale or distribution of all or part of its Registrable Securities included by it on any Shelf Registration Statement (a “Shelf Offering”) and stating the number of Registrable Securities to be included in such Shelf Offering, then, subject to the other applicable provisions of this Agreement, the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be sold and distributed pursuant to the Shelf Offering.

Section 3.5 Expenses of Registration. Except as specifically provided herein, all Registration Expenses incurred in connection with any registration, qualification or compliance pursuant to Section 3.2, 3.3 or 3.4 herein shall be borne by the Company. All Selling Expenses incurred in connection with any registrations hereunder, shall be borne by the holders of the securities so registered pro rata on the basis of the number of shares so registered. The Company shall not, however, be required to pay for expenses of any registration proceeding (including any Registration Expenses) begun pursuant to Section 3.2, the request of which has been subsequently withdrawn by the Holders making such registration request pursuant to Section 3.2 unless (a) the withdrawal is based upon material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of such request or (b) if the registration proceeding was withdrawn under Section 3.2(c) and the Holders of a majority of Registrable Securities (i) request payment by the Company of Registration Expenses, and (ii) agree to deem such registration to have been effected as of the date of such withdrawal for purposes of determining whether the Company shall be obligated pursuant to Section 3.2(c), as applicable, to undertake any subsequent registration, in which event such right shall be forfeited by all Holders. If the Holders are required to pay the Registration Expenses, such expenses shall be borne by the holders of securities (including Registrable Securities) requesting such registration pursuant to Section 3.2 in proportion to the number of shares for which registration was requested. If the Company is required to pay the Registration Expenses of a withdrawn offering pursuant to clause (b) above, then such registration shall not be deemed to have been effected for purposes of determining whether the Company shall be obligated pursuant to Section 3.2(c), as applicable, to undertake any subsequent registration.

Section 3.6 Obligations of the Company. Whenever required to effect the registration of any Registrable Securities, the Company shall as expeditiously as reasonably possible:

(a) prepare and file with the SEC a registration statement with respect to such Registrable Securities and use all reasonable efforts to cause such registration statement to become effective, and, with respect to any registration pursuant to Section 3.2 or 3.3, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for up to ninety (90) days or, if earlier, until the Holders have completed the distribution related thereto; provided, however, that at any time, upon written notice to the participating Holders and for a period not to exceed sixty (60) days thereafter (the “Suspension Period”), the Company may delay the filing or effectiveness of any registration statement or suspend the use or effectiveness of any registration statement if the Company reasonably believes that there is or may be in existence material nonpublic information or events involving the Company, the failure of which to be disclosed in the prospectus included in the registration statement

 

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could result in a Violation. In the event that the Company shall exercise its right to delay or suspend the filing or effectiveness of a registration hereunder, the applicable time period during which the registration statement is to remain effective shall be extended by a period of time equal to the duration of the Suspension Period. The Company may extend the Suspension Period for an additional consecutive sixty (60) days with the consent of the Holders of at least thirty percent (30%) of the Registrable Securities registered under the applicable registration statement, which consent shall not be unreasonably withheld. No more than two (2) such Suspension Periods shall occur in any twelve (12) month period. All Holders registering shares under such registration statement (including the Initiating Holders) shall (i) not offer to sell any Registrable Securities pursuant to the registration statement during the Suspension Period (and any extension thereof); and (ii) if so directed by the Company, use their best efforts to deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such Holders’ possession, of the prospectus relating to such Registrable Securities current at the time of receipt of such notice.

(b) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement for the period set forth in subsection (a) above.

(c) furnish to the Holders such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them.

(d) use its reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions as shall be reasonably requested by the Holders; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions.

(e) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter(s) of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement.

(f) notify each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing. The Company will use reasonable efforts to amend or supplement such prospectus in order to cause such prospectus not to include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing.

(g) use its reasonable efforts to furnish, on the date that such Registrable Securities are delivered to the underwriters for sale, if such securities are being sold through underwriters, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and (ii) a letter, dated as of such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering addressed to the underwriters.

 

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Section 3.7 Delay of Registration; Furnishing Information.

(a) No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any such registration as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 3.

(b) It shall be a condition precedent to the obligations of the Company to take any action pursuant to Section 3.2, 3.3 and 3.4 that the selling Holders shall furnish to the Company such information regarding themselves, the Registrable Securities held by them and the intended method of disposition of such securities as shall be required to effect the registration of their Registrable Securities.

(c) The Company shall have no obligation with respect to any registration requested pursuant to Section 3.2 if the number of shares or the anticipated aggregate offering price of the Registrable Securities to be included in the registration does not equal or exceed the number of shares or the anticipated aggregate offering price required to originally trigger the Company’s obligation to initiate such registration as specified in Section 3.2, whichever is applicable.

Section 3.8 Indemnification. In the event any Registrable Securities are included in a registration statement under Sections 3.2, 3.3 or 3.4:

(a) To the extent permitted by law, the Company will indemnify and hold harmless each Holder, the partners, members, officers and directors of each Holder, any underwriter (as defined in the Securities Act) for such Holder and each person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages, or liabilities (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a “Violation”) by the Company: (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement or incorporated reference therein, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law in connection with the offering covered by such registration statement; and the Company will reimburse each such Holder, partner, member, officer, director, underwriter or controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided however, that the indemnity agreement contained in this Section 3.8(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by such Holder, partner, member, officer, director, underwriter or controlling person of such Holder.

(b) To the extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which such registration qualifications or compliance is being effected, indemnify and hold harmless the Company, each of its directors, its officers and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, and any other Holder selling securities under such registration statement or any of such other Holder’s partners, members, officers and directors, any underwriter (as defined in the Securities Act) for such Holder and any

 

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person who controls such Holder or underwriter, against any losses, claims, damages or liabilities (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements: (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement or incorporated reference therein, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act (collectively, a “Holder Violation”), in each case to the extent (and only to the extent) that such Holder Violation occurs in reliance upon and in conformity with written information furnished by such Holder under an instrument duly executed by such Holder and stated to be specifically for use in connection with such registration; and each such Holder will reimburse any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action if it is judicially determined that there was such a Holder Violation; provided, however, that the indemnity agreement contained in this Section 3.8(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; provided further, that in no event shall any indemnity under this Section 3.8(b) exceed the net proceeds from the offering received by such Holder.

(c) Promptly after receipt by an indemnified party under this Section 3.8 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 3.8, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly notified, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party shall have the right to retain its own counsel, with the fees and expenses thereof to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall relieve such indemnifying party of any liability to the indemnified party under this Section 3.8 to the extent, and only to the extent, prejudicial to its ability to defend such action, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 3.8.

(d) If the indemnification provided for in this Section 3.8 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any losses, claims, damages or liabilities referred to herein, the indemnifying party, in lieu of indemnifying such indemnified party thereunder, shall to the extent permitted by applicable law contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the Violation(s) or Holder Violation(s) that resulted in such loss, claim, damage or liability, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by a court of law by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission; provided, that in no event shall any contribution by a Holder hereunder exceed the net proceeds from the offering received by such Holder.

 

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(e) The obligations of the Company and Holders under this Section 3.8 shall survive completion of any offering of Registrable Securities in a registration statement and, with respect to liability arising from an offering to which this Section 3.8 would apply that is covered by a registration filed before termination of this Agreement, such termination. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

Section 3.9 Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 3 may be assigned by a Holder to a transferee or assignee of Registrable Securities (for so long as such shares remain Registrable Securities) that (a) is a subsidiary, parent, general partner, limited partner, retired partner, member or retired member of a Holder that is a corporation, partnership or limited liability company, (b) is a Holder’s family member or trust for the benefit of an individual Holder, (c) is a holder of a Convertible Note who received the Convertible Note under the Convertible Credit Agreement pursuant to the terms thereof or is a transferee pursuant to Section 3.1(c)(vi), (d) acquires at least 5,500,000 shares of Registrable Securities (as adjusted for stock splits and combinations), or (e) is an entity affiliated by common control (or other related entity) with such Holder provided, however, (i) the transferor shall, within ten (10) days after such transfer, furnish to the Company written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned, (ii) such transferee shall agree to be subject to all restrictions set forth in this Agreement and (iii) in the event of the assignment of such rights in connection with an IPO Exempt Transfer, the exercise of any such rights by any Holder shall be coordinated exclusively by FOD Capital, LLC, a Florida limited liability company (“FOD Capital”), and the Company shall have no obligation to register Registrable Securities pursuant to this Section 3 with respect to any Holder pursuant to any request or exercise of rights not coordinated exclusively by FOD Capital and pursuant to which FOD Capital serves as the sole representative of all such Holders vis-a-vis the Company. For the avoidance of doubt, any transferee of the Convertible Notes will be entitled to the same rights pursuant to this Section 3 as KLIM.

Section 3.10 Limitation on Subsequent Registration Rights. Other than as provided in Section 7.14, after the date of this Agreement, the Company shall not enter into any agreement with any holder or prospective holder of any securities of the Company that would grant such holder rights to demand the registration of shares of the Company’s capital stock, or to include such shares in a registration statement that would reduce the number of shares includable by the Holders, unless such agreement is approved by Holders of at least a majority of the Registrable Securities then outstanding (on an as-converted basis) and such holder or prospective holder’s registration rights are subordinate to or pari passu with the rights of Holders of Preferred Stock.

Section 3.11 Market Stand-Off Agreement. Each Holder hereby agrees, separately and not jointly, with the Company that such Holder shall not sell, dispose of, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any shares of Common Stock (or other securities) of the Company held by such Holder (other than those included in the registration) (i) during the 180-day period following the effective date of the Initial Offering, plus, if notified to each Holder, up to an additional eighteen (18) days to the extent reasonably necessary to comply with applicable Law (or such longer period as the underwriters or the Company shall request in order to facilitate compliance with FINRA Rule 2711 or NYSE Member Rule 472 or any successor or similar rule or regulation), and (ii) the 90-day period following the effective date of a registration statement of the Company filed under the Securities Act (or such longer period as the underwriters or the Company shall request in order to facilitate compliance with FINRA Rule 2711 or NYSE Member Rule 472 or any successor or similar rule or regulation); provided, that, with respect to (i) and (ii) above, all officers and directors of the Company and holders of at least two percent (2%) of the Company’s voting securities are bound by and have entered into similar agreements. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Company stockholders that are subject to such agreements, based on the number of shares subject to such agreements.

 

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Section 3.12 Agreement to Furnish Information. Each Holder agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriters that are consistent with the Holder’s obligations under Section 3.11 or that are necessary to give further effect thereto. In addition, if requested by the Company or the representative of the underwriters of Common Stock (or other securities) of the Company, each Holder shall provide, within ten (10) days of such request, such information as may be required by the Company or such representative in connection with the completion of any public offering of the Company’s securities pursuant to a registration statement filed under the Securities Act. The obligations described in Section 3.11 and this Section 3.12 shall not apply to a Special Registration Statement. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to such shares of Common Stock (or other securities) until the end of such period. Each Holder agrees that any transferee of any shares of Registrable Securities shall be bound by Sections 3.11 and 3.11. The underwriters of the Company’s stock are intended third party beneficiaries of Sections 3.11 and 3.12 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto.

Section 3.13 Rule 144 Reporting. With a view to making available to the Holders the benefits of certain rules and regulations of the SEC which may permit the sale of the Registrable Securities to the public without registration, the Company agrees to use its reasonable best efforts to:

(a) make and keep public information available, as those terms are understood and defined in SEC Rule 144 or any similar or analogous rule promulgated under the Securities Act, at all times after the effective date of the first registration filed by the Company for an offering of its securities to the general public;

(b) file with the SEC, in a timely manner, all reports and other documents required of the Company under the Exchange Act; and

(c) so long as a Holder owns any Registrable Securities, furnish to such Holder forthwith upon request: a written statement by the Company as to its compliance with the reporting requirements of said Rule 144 of the Securities Act, and of the Exchange Act (at any time after it has become subject to such reporting requirements); a copy of the most recent annual or quarterly report of the Company filed with the Commission; and such other reports and documents as a Holder may reasonably request in connection with availing itself of any rule or regulation of the SEC allowing it to sell any such securities without registration.

Section 3.14 Termination of Registration Rights.

(a) The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Section 3.2, Section 3.3 or Section 3.4 hereof shall terminate upon the earliest to occur of: (a) the date five (5) years following the Initial Offering, (b) the effective date of a Deemed Liquidation Event and (c) such time as all Registrable Securities of the Company issuable or issued upon conversion of the Preferred Stock held by and issuable to such Holder (and its affiliates) may be sold pursuant to Rule 144 during any ninety (90) day period. Upon such termination, such shares shall cease to be “Registrable Securities” hereunder for all purposes.

 

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ARTICLE 4

DIRECTOR NOMINATING PROVISIONS

Section 4.1 Initial Board Structure.

Each Stockholder and the Company acknowledge that in connection with the Initial Offering, the Company will expand the size of the Board and divide it into three separate classes of directors. In connection therewith, each Stockholder agrees, separately and not jointly, with the Company to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, to elect members of the Board nominated by the Company such that immediately after the consummation of Initial Offering, the composition of the Board (including pursuant to an action by written consent of the holders of capital stock of the Company) is as follows:

Class I Directors: Mark Wahlberg, Ruth Zukerman, and Lee Wallace

Class II Directors: Richard Grellman, Chris Payne, and Elizabeth Josefsberg

Class III Directors: Adam J. Gilchrist, Michael T. Raymond, and Darren Richman

Section 4.2 Board Nomination Rights.

(a) The Company covenants and agrees that two (2) individuals designated from time to time by the Founder will be nominated for election to serve as directors on the Board of the Company (“Founder Nominees”) at each applicable annual or special meeting of the Company’s stockholders.

(b) The Company covenants and agrees that for so long as KLIM or its Affiliates continues to own beneficially at least thirty percent (30%) of the number of shares of Common Stock beneficially owned by KLIM issued or issuable upon the conversion of the Convertible Notes (subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like), one (1) individual designated by KLIM will be nominated for election to serve as a director on the Board of the Company (“KLIM Nominee”) at each applicable annual or special meeting of the Company’s stockholders, provided that such individual is independent under the applicable standards of the SEC and the exchange upon which the Company is listed following such Initial Offering.

(c) The Company covenants and agrees that (i) two (2) individuals designated from time to time by MWIG will be nominated for election to serve as directors on the Board of the Company at each applicable annual or special meeting of the Company’s stockholders, for so long as MWIG continues to own beneficially at least fifty percent (50)% of the shares of Common Stock beneficially owned by MWIG issued or issuable upon conversion of the Preferred Stock (subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like), and (ii) one (1) individual designated from time to time by MWIG will be nominated for election to serve as a director on the Board of the Company at each applicable annual or special meeting of the Company’s stockholders, for so long as MWIG continues to own beneficially at least thirty percent (30)% of the shares of Common Stock beneficially owned by MWIG issued or issuable upon conversion of the Preferred Stock (subject to appropriate adjustment for any stock splits, stock dividends, combinations, recapitalizations and the like) (“MWIG Nominees”). Each of the Founder Nominees, KLIM Nominee, and MWIG Nominees are collectively referred to herein as “Nominee”.

 

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(d) Subject to terms of Section 4.6 herein, each of the Founder, KLIM, and MWIG agrees, separately and not jointly, with the Company that it shall submit the name of its Nominee(s) to the Company’s nominating and corporate governance committee (the “Nominating Committee”) in accordance with the time period for stockholder director nominations set forth in Section 2.10(a)(ii) of the Company’s Bylaws to be in effect upon consummation of the Initial Offering, together with the information required by Section 2.10(a)(ii)(A) of the Company’s Bylaws to be in effect upon consummation of the Initial Offering.

(e) The Nominating Committee shall notify each of the Founder, KLIM, and MWIG as to whether the Nominating Committee approves the Nominee for nomination as soon as practicable following the submission of the Nominee’s name and the information described in Section 4.2(d) above; provided, however, that the Nominating Committee shall not be permitted to disapprove of a Nominee that satisfies the standards established by the Nominating Committee for membership on the board of directors of the Company (which standards shall be equally applicable to any person nominated by a stockholder to be a director) absent notification in writing to the Founder, KLIM, or MWIG, as the case may be, that the Nominating Committee has unanimously determined in good faith, after consultation with and having considered the advice of independent legal counsel, that a nomination of such Nominee to serve as a director would be inconsistent with Delaware law, the law of the Company’s headquarters or the listing requirements of the stock exchange on which the Company’s Common Stock is listed. In the event a Nominee is not approved and nominated by the Nominating Committee for election as a director of the Company, the Founder, KLIM, or MWIG, as the case may be, may submit to the Nominating Committee another Nominee for approval and nomination by the Nominating Committee in accordance with Section 4.2(d) above and the Nominating Committee will respond to any such new submission as soon as practicable thereafter. When a Nominee is approved by the Nominating Committee as a nominee for election as a director, the Company shall include such Nominee in the proxy materials delivered to stockholders in connection with the meeting and shall recommend such Nominee for election in the same manner as other nominees approved by the Nominating Committee.

(f) Each director shall be entitled to reimbursement of his or her reasonable and documented out of-pocket expenses incurred in connection with their attendance of meetings of the Board in person.

Section 4.3 Failure to Designate a Board Member. In the absence of any designation from the Persons or groups with the right to designate a director for election to the Board as specified above, the director previously designated by them and then serving shall be nominated for reelection to the Board if still eligible and willing to serve as provided herein and otherwise, such Board seat shall remain vacant.

Section 4.4 Vacancies. The Company also agrees and acknowledges that any vacancies created by the resignation, removal or death of a director elected pursuant to Section 4.1 or 4.2 shall be filled pursuant to the provisions of Section 4.2 and the Company will, as promptly as practicable, following the designation of any replacement director pursuant to the provisions of Section 4.2, take all necessary actions within its control such that the applicable vacancy will be filled as set forth above.

Section 4.5 No Liability for Election of Recommended Directors. No Stockholder, nor any Affiliate of any Stockholder, shall have any liability as a result of designating a person for nomination for election as a director for any act or omission by such designated person in his or her capacity as a director of the Company.

 

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Section 4.6 No “Bad Actor” Disqualification.

(a) The Company has exercised reasonable care to determine whether any Company Covered Person is subject to any of the “bad actor” disqualifications described in Rule 506(d)(1)(i) through (viii), as modified by Rules 506(d)(2) and (d)(3), under the Securities Act (“Disqualification Events”). To the Company’s knowledge, no Company Covered Person is subject to a Disqualification Event. The Company has complied, to the extent required, with any disclosure obligations under Rule 506(e) under the Securities Act. For purposes of this Agreement, “Company Covered Persons” are those persons specified in Rule 506(d)(1) under the Securities Act, provided that Company Covered Persons do not include (i) any Major Investor, (ii) the Founder, (iii) any Person that is deemed to be an affiliated issuer of the Company solely as a result of the relationship between the Company and such Major Investor or the Founder and (iv) any director of the Company that has been designated by MWIG, KLIM or the Founder.

(b) Each Major Investor and the Founder represents and warrants that neither (i) such Person, nor (ii) any Affiliate of such Person, nor (iii) any director of the Company that has been designated by such Person, is subject to any Disqualification Event, except for Disqualification Events covered by Rule 506(d)(2)(ii) or (iv) under the Securities Act and disclosed in writing in reasonable detail to the Company. No party to this Agreement will select a designee that is subject to any Disqualification Event, except for Disqualification Events covered by Rule 506(d)(2)(ii) or (iii) or (d)(3) under the Securities Act, in which case such party will promptly disclose in writing to the Company and other parties to this Agreement any and all information necessary for the Company to determine whether Rule 506(d)(2)(ii) or (iii) or (d)(3) applies.

(c) Each Stockholder represents that it has exercised reasonable care to determine the accuracy of the representation made by it in either Section 4.6(a) or (b), as applicable, and agrees to notify the Company if it becomes aware of any fact that makes the representation given by it hereunder inaccurate.

Each person with the right to designate or participate in the designation of a director or nominate for election a director as specified above hereby covenants and agrees not to designate or participate in the designation of any director designee or nominate for election any person who, to such Person’s knowledge, is subject to a Disqualification Event.

ARTICLE 5

RIGHT OF FIRST REFUSAL

Section 5.1 Right of First Refusal.

(a) Subject to the terms of this Section 5.1, MWIG and each of the L1 Holders hereby unconditionally and irrevocably grants to the Company a right, but not an obligation (the “Right of First Refusal”) to purchase all or any portion of the Shares that MWIG or such L1 Holder, as applicable, may propose to Transfer (the “Transfer Shares”), other than in an Exempt Transfer, at the same price and on the same terms and conditions as those offered to the Person to which MWIG or such L1 Holder, as applicable, proposes to Transfer such Transfer Shares (the “Prospective Transferee”).

(b) MWIG or such L1 Holder, as applicable, must deliver to the Company and each other Stockholder a written notice of such proposed Transfer (a “Proposed Transfer Notice”) not later than forty-five (45) days prior to the consummation of such proposed Transfer. Such Proposed Transfer Notice shall specify the number of shares of Transfer Shares to be Transferred and contain the material terms and conditions (including price and form of consideration) of the proposed Transfer, the identity of the Prospective Transferee and the intended date of the consummation of such proposed Transfer. To exercise its Right of First Refusal under this Section 5.1, the Company must deliver a written notice to each Stockholder (a “Company Notice”) within thirty (30) days after delivery of the Proposed Transfer Notice (the “Company ROFR Period”) specifying the number of shares of Transfer Shares to be purchased by the Company.

 

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(c) Except as provided below, MWIG and each L1 Holder hereby unconditionally and irrevocably grants to each other Stockholder a right, but not an obligation (a “Secondary Refusal Right”), to purchase any Transfer Shares not purchased pursuant to the Right of First Refusal, on the terms and conditions specified in the Proposed Transfer Notice, as provided in Sections 5.1(c), (d) and (e). If the Company does not elect to purchase all of the Transfer Shares available pursuant to its rights under Section 5.1(a) and (b) within the Company ROFR Period, MWIG or such L1 Holder, as applicable, shall give written notice to each other Stockholder, except to KLIM who desires to irrevocably relinquish its Secondary Refusal Right, within five (5) days following the earlier to occur of (i) any waiver by the Company of its rights under Section 5.1(a) or (ii) the expiration of Company ROFR Period (the “Second Proposed Transfer Notice”), which Second Proposed Transfer Notice shall set forth the number of shares of Transfer Shares not purchased by the Company and which shall include the terms of Proposed Transfer Notice set forth in Section 5.1(b). Each other Stockholder, except for KLIM, shall then have the right, exercisable upon written notice to the Transferring Stockholder (the “Secondary ROFR Notice”) within ten (10) days after the receipt of the Second Proposed Transfer Notice (the “Stockholder ROFR Period”), to purchase its pro rata share of the Transfer Shares subject to the Second Proposed Transfer Notice and on the same terms and conditions as set forth therein. Except as set forth in Section 5.1(e), the Stockholders who exercise their Secondary Refusal Right (the “Participating Stockholders”) shall effect the purchase of the Transfer Shares, including payment of the purchase price, not more than five (5) days after delivery of the Secondary ROFR Notice, and at such time MWIG or such L1 Holder, as applicable, shall deliver to the Participating Stockholders the certificate(s) representing the Transfer Shares to be purchased by the Participating Stockholders, each certificate to be properly endorsed for transfer.

(d) Each applicable Stockholder’s pro rata share shall be equal to the product obtained by multiplying (i) the aggregate number of shares of Transfer Shares covered by the Secondary ROFR Notice and (ii) a fraction, the numerator of which is the number of shares of Common Stock, including any shares of Common Stock issued or issuable upon the conversion or exercise of Preferred Stock or other rights to acquire shares of Common Stock held by the Participating Stockholder at the time of the Proposed Transfer Notice, and the denominator of which is the total number of shares of Common Stock, including any shares of Common Stock issued or issuable upon the conversion or exercise of Preferred Stock or other rights to acquire shares of Common Stock held by all Stockholders at the time of the Proposed Transfer Notice.

(e) In the event that not all of the applicable Stockholders elect to purchase their pro rata share of the Transfer Shares available pursuant to their rights under Section 5.1(c) within the Stockholder ROFR Period, then MWIG or such L1 Holder, as applicable, shall give written notice to each of the Participating Stockholders within five (5) days following the expiration of the Secondary ROFR Period (the “Overallotment Notice”), which shall set forth the number of Transfer Shares not purchased by the other Stockholders, and shall offer such Participating Stockholders the right to acquire such unsubscribed Transfer Shares. Each Participating Stockholder shall have five (5) days after receipt of the Overallotment Notice to deliver a written notice to MWIG or such L1 Holder, as applicable (the “Participating Stockholders’ Overallotment Notice”), indicating the number of unsubscribed Transfer Shares that such Participating Stockholder desires to purchase, and each such Participating Stockholder shall be entitled to purchase such number of unsubscribed Transfer Shares on the same terms and conditions as set forth in the Secondary ROFR Notice. In the event that the Participating Stockholders desire, in the aggregate, to purchase in excess of the total number of available unsubscribed Transfer Shares, then the number of unsubscribed Transfer Shares that each Participating Stockholder may purchase shall be reduced on a pro rata basis. For purposes of this Section 5.1(e) the denominator described in clause (ii) of Section 5.1(d) above shall be the total number of shares of Common Stock, including any shares of Common Stock issued or issuable upon the conversion or exercise of Preferred Stock or other rights to acquire shares of Common Stock held by all Participating Stockholders at the time of the Proposed Transfer Notice. The Participating Stockholders shall then effect the purchase of the Transfer Shares, including payment of the purchase price, not more than five (5) days after delivery of the Participating Stockholders Overallotment Notice, and at such time, MWIG or such L1 Holder, as applicable, shall deliver to the Participating Stockholders the certificates representing the Transfer Shares to be purchased by the Participating Stockholders, each certificate to be properly endorsed for transfer.

 

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(f) If the consideration proposed to be paid for the Transfer Shares is in property, services or other non-cash consideration, the fair market value of the consideration shall be as determined in good faith by the Board and as set forth in the Company Notice. If the Company or MWIG or such L1 Holder, as applicable, cannot for any reason pay for the Transfer Shares in the same form of non-cash consideration, the Company or the Stockholder may pay the cash value equivalent thereof, as determined in good faith by the Board and as set forth in the Company Notice.

Section 5.2 Exempted Offerings.

Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 5.1 shall not apply to the sale of any Transfer Shares (a) to the public in an offering pursuant to an effective registration statement under the Securities Act of 1933, as amended; or (b) pursuant to a Deemed Liquidation Event.

ARTICLE 6

GENERAL PROVISIONS

Section 6.1 Securities Laws and Transfer Legends.

Each certificate or book entry position representing Shares shall be stamped or otherwise imprinted with legends substantially in the following forms:

(a)

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE OR BOOK ENTRY POSITION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAW AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (I) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, (II) THIS COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF THESE SECURITIES SATISFACTORY TO THIS COMPANY STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (III) THIS COMPANY OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.”

“THE SHARES REPRESENTED BY THIS CERTIFICATE OR BOOK ENTRY POSITION ARE SUBJECT TO THE TERMS OF THE COMPANY’S BYLAWS AND A STOCKHOLDERS’ AGREEMENT, AS MAY BE AMENDED FROM TIME TO TIME, AND MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE REQUIREMENTS OF SUCH DOCUMENTS, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE COMPANY. NO TRANSFER OF SUCH SHARES WILL BE MADE ON THE BOOKS OF THE COMPANY UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH STOCKHOLDERS’ AGREEMENT AND BY AN AGREEMENT OF THE TRANSFEREE TO BE BOUND

 

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BY THE RESTRICTIONS SET FORTH THEREIN. BY ACCEPTING ANY INTEREST IN THESE SHARES THE PERSON HOLDING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SUCH STOCKHOLDERS’ AGREEMENT, INCLUDING CERTAIN RESTRICTIONS ON TRANSFER AND OWNERSHIP SET FORTH THEREIN.”

(b) The Company shall be obligated to reissue promptly unlegended certificates or instruct the Company’s transfer agent to remove the legend on the Company’s books at the request of any Stockholder if the Company has completed its Initial Offering and the Stockholder shall have obtained an opinion of counsel (which counsel may be counsel to the Company) reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of without registration, qualification and legend, provided that the second legend listed above shall be removed only at such time as such Stockholder is no longer subject to any restrictions hereunder.

(c) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal.

Section 6.2 Notices. All notices, consents, requests, instructions, approvals and other communications that may be or are required to be given, served or sent by either party hereto pursuant to this Agreement, shall be in writing in English and given by delivery in person, by electronic mail with confirmation of delivery, by overnight delivery by a nationally recognized private courier, or by U.S. mail postage prepaid, certified mail. Notices delivered by hand, by electronic mail or by nationally recognized private courier shall be treated as if given on the first Business Day following receipt; provided, however, that a notice delivered by electronic mail shall only be effective if such notice is also delivered by hand, by nationally recognized private courier or deposited in the United States mail, postage prepaid, certified mail, on or before two Business Days after its delivery by electronic mail. Notices delivered by overnight delivery by a nationally recognized private courier shall be treated as if given on the second Business Day following deposit with such courier. Notices delivered by U.S. mail shall be treated as if given on the fifth Business Day following deposit with the U.S. Postal Service. All notices shall be addressed as follows:

If to the Company:

F45 Training Holdings Inc

236 California Street

El Segundo, California 90245

Attention:         Chief Legal Officer

E-mail:             legal@f45hq.com

with copies (which shall not constitute notice) to:

Gibson, Dunn & Crutcher LLP

333 South Grand Avenue

Los Angeles, CA 90071

Attention:         Peter Wardle

Email:             pwardle@gibsondunn.com

and

 

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Gibson, Dunn & Crutcher LLP

2029 Century Park East Suite 4000

Los Angeles, CA 90067

Attention:        Daniela L. Stolman

Email:             dstolman@gibsondunn.com

If to the Founder:

GIL SPE, LLC

236 California Street

El Segundo, California 90277

Attention: Adam Gilchrist

Email: adam@f45training.com.au

If to MWIG:

c/o FOD Capital LLC

7009 Shrimp Road, Suite 4

Key West, FL 33040

Attention: Michael Raymond

with a copy (which will not constitute notice) to:

Dickinson Wright PLLC

2600 W. Big Beaver Rd.

Suite 300

Troy, MI 48084

Attention: Dana L. Ulrich

If to the L1 Holders:

c/o L1 Capital Pty Ltd

Level 28, 101 Collins Street

Melbourne VIC 3000

AUSTRALIA

Attention: Mark Landau and Joel Arber

E-mail: mlandau@l1.com.au and jarber@l1.com.au

with a copy (which shall not constitute notice) to:

Wilson Sonsini Goodrich & Rosati, P.C.

139 Townsend St, Suite 150

San Francisco, CA 94107

Attention: Rebecca DeGraw

E-mail: rdegraw@wsgr.com

 

25

If to KLIM:

Kennedy Lewis Management LP

111 W 33rd Street, Suite 1910

New York, NY 10120

Attention: Anthony Pasqua

with a copy (which will not constitute notice) to:

Akin Gump Strauss Hauer & Feld LLP

One Bryant Park, New York, NY 10036

Attention: Dan Fisher

Section 6.3 Amendment. Any provision of this Agreement may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) with the written consent of (a) the Company, (b) the holders of at least a majority of the shares of Common Stock which were issued upon such holders’ conversion of Convertible Notes, (c) the holders of at least 50% of the shares of Common Stock issued upon conversion of the Preferred stock outstanding as of the date hereof and (d) the Founder. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each Stockholder and the Company. Notwithstanding anything herein to the contrary, (A) to the extent any amendment or waiver of this agreement would be materially adverse and disproportional to any Stockholder, or would result in any Stockholder becoming a member of a “group” within the meaning of Rule 13d-5 under the Exchange Act with one or more other Stockholders, the prior written consent of such Stockholder shall be required and (B) no amendment or waiver of any rights of the L1 Holders hereunder (including related definitions) shall be effective without the prior written consent the L1 Holders holding at least a majority of the L1 Shares. The Company shall give prompt written notice of any amendment, modification or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, modification, termination or waiver.

Section 6.4 Waiver and Remedies. The parties may extend the time for performance of any of the obligations or other acts of any other party to this Agreement, waive any inaccuracies in the representations and warranties of any other party to this Agreement contained in this Agreement or waive compliance with any of the covenants or conditions for the benefit of such party contained in this Agreement. Any such extension or waiver by any party to this Agreement will be valid only if set forth in a written document signed on behalf of the party or parties against whom the extension or waiver is to be effective, no extension or waiver will apply to any time for performance, inaccuracy in any representation or warranty, or noncompliance with any covenant or condition, as the case may be, other than that which is specified in the written extension or waiver, no failure or delay by any party in exercising any right or remedy under this Agreement or any of the documents delivered pursuant to this Agreement, and no course of dealing between the parties, operates as a waiver of such right or remedy, and no single or partial exercise of any such right or remedy precludes any other or further exercise of such right or remedy or the exercise of any other right or remedy. Any enumeration of a party’s rights and remedies in this Agreement is not intended to be exclusive, and a party’s rights and remedies are intended to be cumulative to the extent permitted by Law and include any rights and remedies authorized in Law or in equity.

 

26

Section 6.5 Entire Agreement. This Agreement (including the Exhibits hereto) constitutes the entire agreement among the parties and supersedes any prior understandings, agreements or representations by or among the parties, or any of them, written or oral, with respect to the subject matter of this Agreement, including, without limitation, the Prior Stockholders’ Agreement, which is amended and restated as set forth in this Agreement.

Section 6.6 Assignment and Successors and No Third Party Rights. This Agreement binds and benefits the parties and their respective heirs, executors, administrators, successors and assigns, except that no Stockholder may assign any rights under this Agreement, whether by operation of Law or otherwise, without the prior written consent of the Company No party may delegate any performance of its obligations under this Agreement. Any assignment in violation of this Section 6.6 will be null and void ab initio. No provision of this Agreement is intended or will be construed to confer upon any Person other than the parties to this Agreement and their respective heirs, successors and permitted assigns any right, remedy or claim under or by reason of this Agreement. Notwithstanding the first sentence of this Section 6.6, the Company understands and agrees that MWIG may assign its rights and obligations under this Agreement at any time after the Initial Offering without the prior written consent of the Company to an Affiliate entity, if MWIG transfers at least a majority of its Shares to such Affiliate entity and such Affiliate Entity delivers a joinder to this Agreement in substantially the form set forth on Exhibit A, to the Company (“Permitted Assignment”). As a result of the Permitted Assignment, immediately upon the effective date of such assignment and submission of a joinder, all references to MWIG in this Agreement shall be substituted with the Affiliate entity and all rights and obligations hereunder shall be attributable to that Affiliate entity.

Section 6.7 Severability. If any provision of this Agreement is held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement are not affected or impaired in any way and the parties agree to negotiate in good faith to replace such invalid, illegal and unenforceable provision with a valid, legal and enforceable provision that achieves, to the greatest lawful extent under this Agreement, the economic, business and other purposes of such invalid, illegal or unenforceable provision.

Section 6.8 Interpretation. In the negotiation of this Agreement, each party has received advice from its own legal counsel. The language used in this Agreement is the language chosen by the parties to express their mutual intent, and no provision of this Agreement will be interpreted for or against any party because that party or its legal counsel drafted the provision.

Section 6.9 Governing Law. The internal Laws of the State of Delaware (without giving effect to any choice or conflict of Law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of Laws of any other jurisdiction) govern all matters arising out of or relating to this Agreement and all of the transactions it contemplates, including its validity, interpretation, construction, performance and enforcement and any disputes or controversies arising therefrom or related thereto.

Section 6.10 Specific Performance. Each party acknowledges and agrees that any breach of this Agreement would give rise to immediate, extensive and irreparable harm for which monetary damages, even if available, would not be an adequate remedy. Subject to Section 3.7(a), the parties accordingly agree that, in addition to any other remedy to which they are entitled at Law or in equity, the parties will be entitled to seek an injunction or injunctions or other equitable relief to prevent or restrain breaches or threatened breaches of this Agreement and otherwise to enforce specifically the provisions of this Agreement without the necessity of proving the inadequacy of money damages as a remedy or otherwise. Each party further acknowledges and agrees that any party seeking an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in accordance with this Section 6.10 will not be required to provide any bond or other security in connection with any such order or injunction.

 

27

Section 6.11 Jurisdiction and Service of Process. Any action or proceeding arising out of or relating to this Agreement or the transactions contemplated by this Agreement must be brought in the Delaware Court of Chancery, or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware. Each of the parties knowingly, voluntarily and irrevocably submits to the exclusive jurisdiction of each such court in any such action or proceeding and waives any objection it may now or hereafter have to venue or to convenience of forum. The consents to jurisdiction and venue set forth in this Section 6.11 will not constitute general consents to service of process in the State of Delaware and will have no effect for any purpose except as provided in this paragraph and will not be deemed to confer rights on any person other than the parties. Each party agrees that service of process upon such person, as applicable, in any action or proceeding arising out of or relating to this Agreement will be effective if notice is given by overnight courier at the address set forth in Section 6.11. The parties agree that a final judgment in any such action or proceeding will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law; provided, however, that nothing in the foregoing will restrict any party’s rights to seek any post-judgment relief regarding, or any appeal from, a final trial court judgment.

Section 6.12 Waiver of Jury Trial. EACH OF THE PARTIES KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE ACTIONS OF ANY PARTY TO THIS AGREEMENT IN NEGOTIATION, EXECUTION AND DELIVERY, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT OF THIS AGREEMENT.

Section 6.13 Additional Parties. Any Person that acquires Shares or any other interest in the capital stock of the Company from the Company or from another Stockholder in accordance with Article 5 or pursuant to an assignment of this Agreement by MWIG in accordance with Section 6.6 shall become a “Stockholder” hereunder without the need of any additional approval from the Stockholders pursuant to Section 6.3 above.

Section 6.14 Termination. This Agreement shall terminate with respect to any Stockholder, at such time as such Stockholder no longer owns any Shares; provided, however, that if such Stockholder thereafter acquires Shares, such Stockholder shall automatically become a party to and bound by this Agreement.

The termination of this Agreement for any reason shall not affect any right or remedy existing hereunder prior to the effective date of its termination

Section 6.15 Rights Cumulative. Except as otherwise expressly limited by this Agreement, all rights and remedies of each of the parties under this Agreement will be cumulative, and the exercise of one or more rights or remedies will not preclude the exercise of any other right or remedy available under this Agreement or applicable Law.

Section 6.16 Counterparts. The parties may execute this Agreement in multiple counterparts, each of which constitutes an original as against the party that signed it, and all of which together constitute one agreement. This Agreement is effective upon delivery of one executed counterpart from each party to the other parties. The signatures of all parties need not appear on the same counterpart. The delivery of signed counterparts by facsimile or email transmission that includes a copy of the sending party’s signature is as effective as signing and delivering the counterpart in person.

 

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Section 6.17 Acknowledgment. The parties to this Agreement acknowledge, with respect to the purchase on behalf of L1 Capital LSF, that the trustee of L1 Capital LSF (Equity Trustees Limited) is acting solely in its capacity as trustee and that the obligations of L1 Capital LSF are direct limited recourse obligations payable solely from and only to the extent that funds are available from L1 Capital LSF and that no recourse shall be had against Equity Trustees Limited in its personal capacity or against any director, officer, shareholder or employee of Equity Trustees Limited for the payment of any amounts howsoever arising under or in connection with L1 Capital LSF’s purchase of any Shares.

Section 6.18 Relationship Among Parties. The parties to this Agreement have no agreement, arrangement, or understanding with respect to acting together for the purpose of acquiring, holding, voting, or disposing of any equity securities of the Company and do not constitute a “group” within the meaning of Rule 13d-5 under the Exchange Act.

Signature pages follow.

 

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The parties have executed and delivered this Agreement as of the date indicated in the first sentence of this Agreement.

 

STOCKHOLDERS:
GIL SPE LLC
BY:   [•]
By:  

 

Name:
Title:

Signature page to the Third Amended and Restated Stockholders’ Agreement

MWIG LLC
BY:   FOD Capital LLC, its Manager
By:  

 

Name: Michael Raymond
Title: Manager

Signature page to the Third Amended and Restated Stockholders’ Agreement

KENNEDY LEWIS MANAGEMENT LP
BY:   [•]
By:  

 

Name:
Title:

Signature page to the Third Amended and Restated Stockholders’ Agreement

L1 CAPITAL LONG SHORT FUND

Equity Trustees Limited as Trustee of the L1 Capital Long Short Fund

 

EXECUTED by L1 Capital Pty Limited, ABN 21 125 378 145 as investment manager of the L1 Capital Long Short Fund and as duly appointed agent of Equity Trustees Limited, the trustee and responsible entity of the fund:

 

 

Director/Company Secretary

 

 

Director

    )

)

)

)

)

)

)

)

)

)

)

)

)

)

))

   

 

 

Name of Director/Company Secretary

(BLOCK LETTERS)

 

 

Name of Director

(BLOCK LETTERS)

Signature page to the Third Amended and Restated Stockholders’ Agreement

L1 LONG SHORT FUND LIMITED (AN AUSTRALIAN PUBLIC COMPANY (LISTED INVESTMENT COMPANY))

 

EXECUTED by L1 LONG SHORT FUND LIMITED ACN 623 418 539 by:

 

Director/Company Secretary

 

Director

   

)

)

)

)

)

)

)

)

)

)

)

)

   

 

 

Name of Director/Company Secretary

(BLOCK LETTERS)

 

Name of Director

(BLOCK LETTERS)

Signature page to the Third Amended and Restated Stockholders’ Agreement

L1 CAPITAL GLOBAL OPPORTUNITIES MASTER FUND

 

SIGNED by L1 CAPITAL GLOBAL OPPORTUNITIES MASTER FUND a Cayman Islands exempted company with limited liability and having its registered office at the offices of PO Box 10008, Willow House, Cricket Square, Grand Cayman, KY1-1001, Cayman Islands:

 

Director/Company Secretary

 

    )

)

)

)

)

)

)

)

)

)

)

)

   

 

 

Name of Director/Company Secretary

(BLOCK LETTERS)

 

 

Director

      

 

Name of Director

(BLOCK LETTERS)

Signature page to the Third Amended and Restated Stockholders’ Agreement

L1 CAPITAL LONG SHORT (MASTER) FUND

 

SIGNED by L1 CAPITAL LONG SHORT (MASTER) FUND a Cayman Islands exempted company with limited liability and having its registered office at the offices of PO Box 10008, Willow House, Cricket Square, Grand Cayman, KY1-1001, Cayman Islands:

 

Director/Company Secretary

 

    )

)

)

)

)

)

)

)

)

)

)

)

   

 

 

Name of Director/Company Secretary

(BLOCK LETTERS)

 

 

Director

      

 

Name of Director

(BLOCK LETTERS)

Signature page to the Third Amended and Restated Stockholders’ Agreement

COMPANY:
F45 TRAINING HOLDINGS INC.
By:  

 

Name:
Its:  

Signature page to the Third Amended and Restated Stockholders’ Agreement

EXHIBIT A

FORM OF JOINDER

THIS JOINDER to the Third Amended and Restated Stockholders’ Agreement dated as of July [•], 2021 by and among F45 Training Holdings Inc., a Delaware corporation (the “Company”) and certain securityholders of the Company (the “Stockholders’ Agreement”), is made and entered into as of the date set forth on the signature page hereto by and between the Company and the undersigned holder of securities of the Company (the “Stockholder”). Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Stockholders’ Agreement.

WHEREAS, Stockholder is acquiring securities of the Company (“Securities”) or rights to acquire Securities, and the Stockholders’ Agreement and the Company require Stockholder, as a holder of such interests, to become a party to the Stockholders’ Agreement, and Stockholder agrees to do so in accordance with the terms hereof.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Joinder hereby agree as follows:

1. Agreement to be Bound. Stockholder hereby agrees that upon execution of this Joinder, he, she or it shall become a party to the Stockholders’ Agreement and shall be fully bound by, and subject to, all of the covenants, terms and conditions of the Stockholders’ Agreement as though an original party thereto and shall be deemed a “Stockholder” for all purposes thereof.

2. Successors and Assigns. Except as otherwise provided herein, this Joinder shall bind and inure to the benefit of and be enforceable by the Company and its successors and assigns and Stockholder and any subsequent holders of the Securities and the respective successors and assigns of each of them, so long as they hold any Securities in each case subject to the terms and provisions of the Stockholders’ Agreement.

3. Counterparts. This Joinder may be executed in separate counterparts each of which shall be an original and all of which taken together shall constitute one and the same agreement.

4. Notices. For purposes of Section 6.2 of the Stockholders’ Agreement, all notices, demands or other communications to the Stockholder shall be directed to the address, email, or facsimile of such Stockholder as set forth on the signature page hereto.

5. Descriptive Headings. The descriptive headings of this Joinder are inserted for convenience only and do not constitute a part of this Joinder.

* * * * *

The undersigned hereby executes and delivers the Stockholders’ Agreement to which this Signature Page is attached effective as of the date of the Stockholders’ Agreement, which Stockholders’ Agreement and Signature Page, together with all counterparts of such Stockholders’ Agreement and signature pages of the other Stockholders named in such Stockholders’ Agreement, shall constitute one and the same document in accordance with the terms of such Stockholders’ Agreement.

Date of Joinder: [ • ]

 

By:  

 

  (Signature)
Name:  

 

Title:  

 

Address:  

 

Facsimile:  

 

Email:  

 

 EX-10.16 8 d144166dex1016.htm EX-10.16 EX-10.16

Exhibit 10.16

SUMMARY OF NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

 

Position

    Retainer(1)  

Board Member

    $ 100,000  

Audit Committee Chair

    $ 20,000  

Compensation Committee Chair

    $ 15,000  

Nominating and Corporate Governance Committee Chair

    $ 10,000  

Audit Committee Member

    $ 10,000  

Compensation Committee Member

    $ 7,500  

Nominating and Corporate Governance Committee Member

    $ 5,000  

Lead Independent Director

    $ 25,000  

 

 

 

(1)

The annual retainers are paid quarterly and prorated for any partial year of service. Non-employee directors may elect to receive the annual retainers in cash or entirely in the form of restricted stock that will vest quarterly.

Non-employee directors also receive an annual equity award of restricted stock valued at $200,000, pro-rated for any partial year of service based on the closing price of our common stock on the date of grant, with the first grant to be made automatically upon the effectiveness of the Form S-8 following the completion of the Company’s initial public offering and subsequent grants to be made automatically thereafter upon a director’s initial appointment to the Board and on the date of and immediately following the Company’s regular annual meeting of stockholders in each year during the term of the Company’s 2021 Equity Incentive Plan. The annual restricted stock award vests in full on the one-year anniversary of the date of grant; provided, that the initial equity awards will vest on the earlier of the one-year anniversary of the date of grant and the date of the Company’s regular annual meeting of stockholders next following the date of grant.

EX-10.18 9 d144166dex1018.htm EX-10.18 EX-10.18

Exhibit 10.18

F45 TRAINING HOLDINGS INC.

2021 EQUITY INCENTIVE PLAN

1. Purposes of the Plan. The purpose is to assist the Company in securing and retaining the services of eligible award recipients to provide incentives to Employees, Directors and Consultants and promote the long-term financial success of the Company and thereby increase stockholder value. The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock and Restricted Stock Units.

2. Definitions. As used herein, the following definitions will apply:

(a) “Administrator” means the Board or any of its Committees as will be administering the Plan, in accordance with Section 4.

(b) “Applicable Laws” means the requirements relating to the administration of equity-based awards under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any foreign country or jurisdiction where Awards are, or will be, granted under the Plan.

(c) “Award” means, individually or collectively, a grant under the Plan of Options, Stock Appreciation Rights, Restricted Stock, or Restricted Stock Units.

(d) “Award Agreement” means the written or electronic agreement setting forth the terms and provisions applicable to each Award granted under the Plan. The Award Agreement is subject to the terms and conditions of the Plan.

(e) “Board” means the Board of Directors of the Company.

(f) “Cause “ (a) (i) shall have the meaning set forth in the Participant’s employment agreement with the Company, a Parent or Subsidiary, or (ii) for a Participant who is a Consultant shall mean the termination by the Company, a Parent or Subsidiary of the agreement under which the Participant provides services to the Company, a Parent or Subsidiary due to the Participant’s breach of such agreement, and (b) in addition to clause (a) above, for all Participants, unless otherwise expressly provided in the Award Agreement or another contract, including an employment agreement, shall mean: (i) a Participant’s repeated failure to substantially perform his duties as a Service Provider to the Company, a Parent or Subsidiary (other than any such failure resulting from his or her death) which failure, whether committed willfully or negligently, has continued unremedied for more than 30 days after the Participant has been provided with written notice thereof; (ii) a Participant’s commission of any act of fraud or any other act of dishonesty, including but not limited to a breach of any fiduciary duty against the Company, a Parent or Subsidiary that is harmful to the Company, a Parent or Subsidiary; (iii) a Participant’s misappropriation, embezzlement, theft or damage of or to any funds or assets of the Company, a Parent or Subsidiary; (iv) a Participant’s willful misconduct or gross negligence which is injurious to the Company, a Parent or Subsidiary; (v) a Participant’s conviction of, or the entering of a plea of guilty or nolo contendere to, a crime that constitutes a felony (or any state-law equivalent) or that involves moral turpitude, or any willful or material violation by a Participant of any federal,

 

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state or foreign laws; (vi) a Participant’s unlawful use (including being under the influence) or possession of illegal drugs by Participant on the premises of the Company, a Parent or Subsidiary while performing any duties or responsibilities with the Company, a Parent or Subsidiary; (vii) the commission by a Participant of an act of insubordination, unlawful harassment, disorderly conduct or other conduct prohibited by the written policies of the Company, a Parent or Subsidiary that have been provided to the Participant; or (viii) the breach by Participant of any employment, non-compete, confidentiality, non-solicitation, or other covenant or agreement between the Participant and the Company, a Parent or Subsidiary.

(g) “Change in Control” means the occurrence of any of the following events:

(i) Change in Ownership of the Company. A change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group (“Person”), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than 50% of the total voting power of the stock of the Company, except that any change in the ownership of the stock of the Company as a result of a private financing of the Company that is approved by the Board will not be considered a Change in Control; or

(ii) Change in Ownership of a Substantial Portion of the Company’s Assets. A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the 12 month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than 50% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions. For purposes of this subsection (ii), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets, or

(iii) Merger. Any consolidation or merger of the Company pursuant to which less than 50% of the outstanding voting securities of the surviving or resulting company are owned by the individuals or entities which were stockholders of the Company prior to the consolidation or merger.

For purposes of this Section 2(g), persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company.

Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (i) its sole purpose is to change the jurisdiction of the Company’s incorporation, or (ii) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction. If required for compliance with Section 409A of the Code, in no event will a Change in Control be deemed to have occurred if such transaction is not also a “change in the ownership or effective control of” the Company or “a change in the ownership of a substantial portion of the assets of” the Company as determined under U.S. Treasury Regulation Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder). The Board may, in its sole discretion and without a Participant’s consent, amend the definition of “Change in Control” to conform to the definition of “Change in Control” under Section 409A of the Code, and the regulations thereunder.

 

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(h) “Code” means the Internal Revenue Code of 1986, as amended. Any reference to a section of the Code herein will be a reference to any successor or amended section of the Code.

(i) “Committee” means a committee of one or more Directors or of one or more other individuals satisfying Applicable Laws appointed by the Board, or by the compensation committee of the Board, in accordance with Section 4 hereof.

(j) “Common Stock” means the common stock of the Company.

(k) “Company” means F45 Training Holdings Inc., a Delaware corporation, or any successor thereto.

(l) “Consultant” means any person, including an advisor, engaged by the Company or a Parent or Subsidiary to render services to such entity.

(m) “Continuous Service” means that the Participant’s service with the Company or any Parent or Subsidiary whether as an Employee, Director or Consultant, is not interrupted or terminated. A Participant’s Continuous Service shall not be deemed to have terminated merely because of a change in the capacity in which the Participant renders service to the Company or any Parent or Subsidiary as an Employee, Consultant or Director or a change in the entity for which the Participant renders such service, provided that there is no interruption or termination of the Participant’s Continuous Service. For example, a change in status from an Employee of the Company to a Consultant of a Subsidiary or a Director will not constitute an interruption of Continuous Service.

(n) “Director” means a member of the Board.

(o) “Disability” means with respect to a Participant, the inability of such Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or that has lasted or can be expected to last for a continuous period of not less than 12 months as provided in Sections 22(e)(3) and 409A(a)(2)(c)(i) of the Code, and will be determined by the Administrator on the basis of such medical evidence as the Administrator deems warranted under the circumstances.

(p) “Dividend Equivalent” means a credit to a bookkeeping account established in the name of a Participant, made at the discretion of the Administrator or as otherwise provided by the Plan, representing the right of a Participant to receive an amount equal to the cash dividends paid on one share of Common Stock for each share of Common Stock represented by a Restricted Stock Unit Award held by such Participant.

 

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(q) “Employee” means any person, including officers and Directors, employed by the Company or any Parent or Subsidiary of the Company. Neither service as a Director nor payment of a director’s fee by the Company will be sufficient to constitute “employment” by the Company.

(r) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(s) “Fair Market Value” means, as of any date, the value of Common Stock determined as follows:

(i) If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the Nasdaq Global Select Market, the Nasdaq Global Market or the Nasdaq Capital Market of The Nasdaq Stock Market, its Fair Market Value will be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system on the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;

(ii) If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of a Share will be the mean between the high bid and low asked prices for the Common Stock on the day of determination (or, if no bids and asks were reported on that date, as applicable, on the last trading date such bids and asks were reported), as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or

(iii) In the absence of an established market for the Common Stock, the Fair Market Value will be determined in good faith by the Administrator applying principles consistent with Section 409A of the Code.

(t) “Incentive Stock Option” means an Option that by its terms qualifies and is otherwise intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder.

(u) “Nonstatutory Stock Option” means an Option that by its terms is not intended to qualify as an Incentive Stock Option. If an Option is not specifically designated as an Incentive Stock Option, it should be deemed a Nonstatutory Stock Option.

(v) “Option” means a stock option granted pursuant to the Plan.

(w) “Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.

(x) “Participant” means the holder of an outstanding Award.

(y) “Period of Restriction” means the period during which the right to retain the Shares of Restricted Stock are subject to restrictions and therefore, the Shares are subject to a substantial risk of forfeiture. Such restrictions may be based on the passage of time, the achievement of target levels of performance, or the occurrence of other events as determined by the Administrator.

(z) “Plan” means this F45 Training Holdings Inc. 2021 Equity Incentive Plan.

 

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(aa) “Restricted Stock” means Shares issued pursuant to an Award of Restricted Stock under Section 8.

(bb) “Restricted Stock Unit” means a bookkeeping entry representing an amount equal to the Fair Market Value of one Share, granted pursuant to Section 9. Each Restricted Stock Unit represents an unfunded and unsecured obligation of the Company.

(cc) “Right of Repurchase” has the meaning set forth in Section 18(a).

(dd) “Securities Act” means the Securities Act of 1933, as amended.

(ee) “Service Provider” means an Employee, Director or Consultant.

(ff) “Share” means a share of the Common Stock, as adjusted in accordance with Section 13.

(gg) “Stock Appreciation Right” means an Award, granted alone or in connection with an Option, that pursuant to Section 7 is designated as a Stock Appreciation Right.

(hh) “Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code.

3. Stock Subject to the Plan.

(a) Stock Subject to the Plan. Subject to the provisions of Section 13, the maximum aggregate number of Shares that may be subject to Awards and sold under the Plan is 5,000,000 Shares (the “Share Reserve”) plus any Shares added as a result of the “evergreen” provision in the next sentence. The Share Reserve will automatically increase on January 1st of each year beginning in 2022 and ending with a final increase on January 1, 2031, in an amount equal to five percent (5%) of the total number of Shares of Common Stock outstanding on December 31st of the preceding calendar year. The Board may provide that there will be no January 1st increase in the Share Reserve for any such year or that the increase in the Share Reserve for any such year will be a smaller number of Shares of Common Stock than would otherwise occur pursuant to the preceding sentence. Shares may be issued under the terms of this Plan in connection with a merger or acquisition as permitted by Nasdaq Listing Rule 5635(c) or NYSE Listed Company Manual Section 303A.08 or other applicable rule, and such issuance will not reduce the number of Shares available for issuance under this Plan. The Shares may be authorized but unissued, or reacquired Common Stock.

(b) Lapsed Awards. If an Award expires or becomes unexercisable without having been exercised in full, or, with respect to Restricted Stock or Restricted Stock Units, is forfeited to or repurchased by the Company due to the failure to vest, the unpurchased Shares (or for Awards other than Options or Stock Appreciation Rights the forfeited or repurchased Shares) which were subject thereto will become available for future grant or sale under the Plan (unless the Plan has terminated). With respect to Stock Appreciation Rights, only Shares actually issued pursuant to a Stock Appreciation Right will cease to be available under the Plan; all remaining Shares under Stock Appreciation Rights will remain available for future grant or sale under the Plan (unless the Plan has terminated). Shares that have actually been issued under the Plan under

 

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any Award will not be returned to the Plan and will not become available for future distribution under the Plan; provided, however, that if Shares issued pursuant to Awards of Restricted Stock or Restricted Stock Units are repurchased by the Company or are forfeited to the Company due to the failure to vest, such Shares will become available for future grant under the Plan. Shares used to pay the exercise price of an Award or to satisfy the tax withholding obligations related to an Award will become available for future grant or sale under the Plan. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment will not result in reducing the number of Shares available for issuance under the Plan. Notwithstanding the foregoing and, subject to adjustment as provided in Section 13, the maximum number of Shares that may be issued upon the exercise of Incentive Stock Options is 5,000,000.

4. Administration of the Plan.

(a) Procedure.

(i) Multiple Administrative Bodies. Different Committees with respect to different groups of Service Providers may administer the Plan.

(ii) Other Administration. Other than as provided above, the Plan will be administered by (A) the Board or (B) a Committee, which Committee will be constituted to satisfy Applicable Laws.

(b) Powers of the Administrator. Subject to the provisions of the Plan, the Administrator will have the authority, in its discretion:

(i) to determine the Fair Market Value;

(ii) to engage consultants and obtain market studies and reports to assist in the administration of the Plan;

(iii) to select the Service Providers to whom Awards may be granted hereunder;

(iv) to determine the number of Shares to be covered by each Award granted hereunder;

(v) to approve forms of Award Agreements for use under the Plan;

(vi) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder. Such terms and conditions include, but are not limited to, the exercise price, the time or times when Awards may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award or the Shares relating thereto, based in each case on such factors as the Administrator will determine;

(vii) to construe and interpret the terms of the Plan and Awards granted pursuant to the Plan;

 

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(viii) to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for the purpose of satisfying applicable foreign laws or for qualifying for favorable tax treatment under applicable foreign laws;

(ix) to modify or amend each Award (subject to Section 19(c)), including but not limited to the discretionary authority to extend the post-termination exercisability period of Awards, to extend the maximum term of an Option (subject to Section 6(d)) and to accelerate, in whole or in part, the vesting of an Award;

(x) to allow Participants to satisfy withholding tax obligations in a manner prescribed in Section 14;

(xi) to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously granted by the Administrator; and

(xii) to make all other determinations deemed necessary or advisable for administering the Plan.

(c) Effect of Administrator’s Decision. The Administrator’s decisions, determinations and interpretations will be final and binding on all Participants and any other holders of Awards.

5. Eligibility. Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, and Restricted Stock Units may be granted to Service Providers. Incentive Stock Options may be granted only to Employees.

6. Stock Options.

(a) Grant of Options. Subject to the terms and provisions of the Plan, the Administrator, at any time and from time to time, may grant Options in such amounts as the Administrator, in its sole discretion, will determine.

(b) Option Agreement. Each Award of an Option will be evidenced by an Award Agreement that will specify the exercise price, the term of the Option, the number of Shares subject to the Option, the exercise restrictions, if any, applicable to the Option, and such other terms and conditions as the Administrator, in its sole discretion, will determine.

(c) Limitations. Each Option will be designated in the Award Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option. Notwithstanding such designation, however, to the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Participant during any calendar year (under all plans of the Company and any Parent or Subsidiary) exceeds $100,000, such Options will be treated as Nonstatutory Stock Options. For purposes of this Section 6(c), Incentive Stock Options will be taken into account in the order in which they were granted, the Fair Market Value of the Shares will be determined as of the time the Option with respect to such Shares is granted, and calculation will be performed in accordance with Section 422 of the Code and Treasury Regulations promulgated thereunder.

 

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(d) Term of Option. The term of each Option will be stated in the Award Agreement; provided, however, that the term will be no more than 10 years from the date of grant thereof. In the case of an Incentive Stock Option granted to a Participant who, at the time the Incentive Stock Option is granted, owns stock representing more than 10% of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary, the term of the Incentive Stock Option will be five years from the date of grant or such shorter term as may be provided in the Award Agreement.

(e) Option Exercise Price and Consideration.

(i) Exercise Price. The per Share exercise price for the Shares to be issued pursuant to the exercise of an Option will be determined by the Administrator, but will be no less than 100% of the Fair Market Value per Share on the date of grant. In addition, in the case of an Incentive Stock Option granted to an Employee who owns stock representing more than 10% of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the per Share exercise price will be no less than 110% of the Fair Market Value per Share on the date of grant. Notwithstanding the foregoing provisions of this Section 6(e)(i), Options may be granted with a per Share exercise price of less than 100% of the Fair Market Value per Share on the date of grant pursuant to a transaction described in, and in a manner consistent with, Section 424(a) of the Code.

(ii) Vesting Period and Exercise Dates. At the time an Option is granted, the Administrator will fix the period within which the Option may be exercised and will determine any conditions that must be satisfied before the Option may be exercised.

(iii) Form of Consideration. The Administrator will determine the acceptable form of consideration for exercising an Option, including the method of payment. In the case of an Incentive Stock Option, the Administrator will determine the acceptable form of consideration at the time of grant. Such consideration may consist entirely of: (1) cash, (2) check, (3) promissory note, to the extent permitted by Applicable Laws, (4) other Shares, provided that such Shares have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which such Option will be exercised and provided further that accepting such Shares will not result in any adverse accounting consequences to the Company, as the Administrator determines in its sole discretion, (5) consideration received by the Company under a cashless exercise program (whether through a broker or otherwise) implemented by the Company in connection with the Plan, (6) by net exercise, (7) such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws, or (8) any combination of the foregoing methods of payment. In making its determination as to the type of consideration to accept, the Administrator will consider if acceptance of such consideration may be reasonably expected to benefit the Company.

(f) Exercise of Option.

(i) Procedure for Exercise; Rights as a Stockholder. Any Option granted hereunder will be exercisable according to the terms of the Plan and at such times and under such conditions as determined by the Administrator and set forth in the Award Agreement. An Option may not be exercised for a fraction of a Share.

 

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An Option will be deemed exercised when the Company receives: (i) notice of exercise (in such form as the Administrator may specify from time to time) from the person entitled to exercise the Option, and (ii) full payment for the Shares with respect to which the Option is exercised (together with applicable tax withholding). Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Award Agreement and the Plan. Shares issued upon exercise of an Option will be issued in the name of the Participant or, if requested by the Participant. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder will exist with respect to the Shares subject to an Option, notwithstanding the exercise of the Option. The Company will issue (or cause to be issued) such Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 13.

Exercising an Option in any manner will decrease the number of Shares thereafter available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised.

(ii) Termination of Relationship as a Service Provider. If a Participant ceases to be a Service Provider, other than upon the Participant’s termination of Continuous Service as the result of the Participant’s death or Disability, the Participant may exercise his or her Option within such period of time as is specified in the Award Agreement (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement) to the extent that the Option is vested on the date of termination of Continuous Service. In the absence of a specified time in the Award Agreement, the Option shall remain exercisable for three months following the Participant’s termination of Continuous Service. Unless otherwise provided by the Administrator, if on the date of termination of Continuous Service the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will revert to the Plan. If after termination the Participant does not exercise his or her Option within the specified time, the Option will terminate, and the Shares covered by such Option will revert to the Plan. Notwithstanding the foregoing, if a Participant’s Continuous Service is terminated by the Company for Cause, all then outstanding Options held by the Participant, whether vested or unvested, will terminate without consideration effective as of the Participant’s termination of Continuous Service.

(iii) Disability of Participant. If a Participant ceases to be a Service Provider as a result of the Participant’s Disability, the Participant may exercise his or her Option within such period of time as is specified in the Award Agreement (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement) to the extent the Option is vested on the date of termination. In the absence of a specified time in the Award Agreement, the Option shall remain exercisable for 12 months following the Participant’s termination as result of Disability. Unless otherwise provided by the Administrator, if on the date of termination the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will revert to the Plan. If after termination the Participant does not exercise his or her Option within the specified time, the Option will terminate, and the Shares covered by such Option will revert to the Plan.

 

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(iv) Death of Participant. If a Participant dies while a Service Provider, the Option may be exercised within such period of time as is specified in the Award Agreement (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement) to the extent that the Option is vested on the date of death, by the Participant’s designated beneficiary, provided such beneficiary has been designated prior to the Participant’s death in a form acceptable to the Administrator. If no such beneficiary has been designated by the Participant, then such Option may be exercised by the personal representative of the Participant’s estate or by the person(s) to whom the Option is transferred pursuant to the Participant’s will or in accordance with the laws of descent and distribution. In the absence of a specified time in the Award Agreement, the Option shall remain exercisable for 12 months following the Participant’s termination as a result of death. Unless otherwise provided by the Administrator, if at the time of death Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will immediately revert to the Plan. If the Option is not so exercised within the specified time, the Option will terminate, and the Shares covered by such Option will revert to the Plan.

7. Stock Appreciation Rights.

(a) Grant of Stock Appreciation Rights. Subject to the terms and conditions of the Plan, a Stock Appreciation Right may be granted to Service Providers at any time and from time to time as will be determined by the Administrator, in its sole discretion.

(b) Number of Shares. The Administrator will have complete discretion to determine the number of Shares subject to any Award of Stock Appreciation Rights.

(c) Exercise Price and Other Terms. The per Share exercise price for the Shares that will determine the amount of the payment to be received upon exercise of a Stock Appreciation Right as set forth in Section 7(f) will be determined by the Administrator and will be no less than 100% of the Fair Market Value per Share on the date of grant. Otherwise, the Administrator, subject to the provisions of the Plan, will have complete discretion to determine the terms and conditions of Stock Appreciation Rights granted under the Plan.

(d) Stock Appreciation Right Agreement. Each Stock Appreciation Right grant will be evidenced by an Award Agreement that will specify the exercise price, the term of the Stock Appreciation Right, the conditions of exercise, and such other terms and conditions as the Administrator, in its sole discretion, will determine.

(e) Expiration of Stock Appreciation Rights. A Stock Appreciation Right granted under the Plan will expire upon the date determined by the Administrator, in its sole discretion, and set forth in the Award Agreement. Notwithstanding the foregoing, the rules of Section 6(d) relating to the maximum term and Section 6(f) relating to exercise also will apply to Stock Appreciation Rights.

(f) Payment of Stock Appreciation Right Amount. Upon exercise of a Stock Appreciation Right, a Participant will be entitled to receive payment from the Company in an amount determined by multiplying:

 

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(i) the difference between the Fair Market Value of a Share on the date of exercise over the exercise price; times

(ii) the number of Shares with respect to which the Stock Appreciation Right is exercised.

At the discretion of the Administrator, the payment upon Stock Appreciation Right exercise may be in cash, in Shares of equivalent value, or in some combination thereof.

8. Restricted Stock.

(a) Grant of Restricted Stock. Subject to the terms and provisions of the Plan, the Administrator, at any time and from time to time, may grant Shares of Restricted Stock to Service Providers in such amounts as the Administrator, in its sole discretion, will determine.

(b) Restricted Stock Agreement. Each Award of Restricted Stock will be evidenced by an Award Agreement that will specify the Period of Restriction, the number of Shares granted, and such other terms and conditions as the Administrator, in its sole discretion, will determine. Unless the Administrator determines otherwise, the Company as escrow agent will hold Shares of Restricted Stock until the restrictions on such Shares have lapsed.

(c) Transferability. Except as provided in this Section 8 or as the Administrator determines, Shares of Restricted Stock may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable Period of Restriction.

(d) Other Restrictions. The Administrator, in its sole discretion, may impose such other restrictions on Shares of Restricted Stock as it may deem advisable or appropriate.

(e) Removal of Restrictions. Except as otherwise provided in this Section 8, Shares of Restricted Stock covered by each Restricted Stock grant made under the Plan will be released from escrow as soon as practicable after the last day of the Period of Restriction or at such other time as the Administrator may determine. The Administrator, in its discretion, may accelerate the time at which any restrictions will lapse or be removed.

(f) Voting Rights. During the Period of Restriction, Service Providers holding Shares of Restricted Stock granted hereunder may exercise full voting rights with respect to those Shares, unless the Administrator determines otherwise.

(g) Dividends and Other Distributions. During the Period of Restriction, Service Providers holding Shares of Restricted Stock will be entitled to receive all dividends and other distributions paid with respect to such Shares, unless the Administrator provides otherwise. If any such dividends or distributions are paid in Shares, the Shares will be subject to the same restrictions on transferability and forfeitability as the Shares of Restricted Stock with respect to which they were paid.

 

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(h) Return of Restricted Stock to the Company. On the date set forth in the Award Agreement, the Restricted Stock for which restrictions have not lapsed will revert to the Company and again will become available for grant under the Plan.

9. Restricted Stock Units.

(a) Grant. Restricted Stock Units may be granted at any time and from time to time as determined by the Administrator. After the Administrator determines that it will grant Restricted Stock Units, it will advise the Participant in an Award Agreement of the terms, conditions, and restrictions related to the grant, including the number of Restricted Stock Units.

(b) Vesting Criteria and Other Terms. The Administrator will set vesting criteria in its discretion, which, depending on the extent to which the criteria are met, will determine the number of Restricted Stock Units that will be paid out to the Participant. The Administrator may set vesting criteria based upon on the passage of time, the achievement of target levels of performance, or the occurrence of other events or any combination thereof as determined by the Administrator in its discretion.

(c) Settlement of Restricted Stock Units. Upon meeting the applicable vesting criteria, the Participant will be entitled to receive a payout as determined by the Administrator. Notwithstanding the foregoing, at any time after the grant of Restricted Stock Units, the Administrator, in its sole discretion, may reduce or waive any vesting criteria that must be met to receive a payout.

(d) Form and Timing of Payment. Payment of earned Restricted Stock Units will be made as soon as practicable after the date(s) determined by the Administrator and set forth in the Award Agreement. The Administrator, in its sole discretion, may settle earned Restricted Stock Units in cash, Shares, or a combination of both.

(e) Dividend Equivalents. Dividend Equivalents shall not be paid on a Restricted Stock Unit Award during the period it is unvested. In the discretion of the Administrator, Dividend Equivalents may be credited to a bookkeeping account for a Participant for distribution to Participant on or after a Restricted Stock Unit Award vests (such Dividend Equivalents shall be payable upon fixed dates or events in accordance with the requirements of Section 409A of the Code).

(f) Cancellation. On the date set forth in the Award Agreement, all unvested Restricted Stock Units will be forfeited to the Company.

10. Compliance With Section 409A of the Code. The Plan and the benefits provided hereunder are intended to be exempt form, or comply with, Section 409A of the Code and the regulations and guidance issued thereunder to the extent applicable thereto. Notwithstanding any provision of the Plan to the contrary, the Plan shall be interpreted and construed consistent with this intent. All references to Section 409A of the Code shall include the regulations and guidance issued thereunder. Although the Company intends to administer the Plan so that Awards will be exempt from, or comply with, the requirements of Section 409A of the Code, the Company does not represent or warrant that the Plan will comply with Section 409A of the Code or any other provision of federal, state, local, or non-United States law. Neither the Company nor any Parent of Subsidiary, nor their respective directors, officers, employees or advisers shall be liable to any Participant (or any other individual claiming a benefit through the Participant) for any tax, interest, or penalties the Participant might owe as a result of participation in the Plan.

 

-12-

11. Leaves of Absence/Transfer Between Locations. A Participant will not cease to be an Employee in the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or between the Company, its Parent, or any Subsidiary. For purposes of Incentive Stock Options, no such leave may exceed three months, unless reinstatement to active employment upon expiration of such leave is guaranteed by statute or contract. If reinstatement of employment upon expiration of a leave of absence approved by the Company is not so guaranteed, then six months following the first day of such leave, any Incentive Stock Option held by the Participant will cease to be treated as an Incentive Stock Option and will be treated for tax purposes as a Nonstatutory Stock Option.

12. Limited Transferability of Awards. Unless determined otherwise by the Administrator, Awards may not be sold, pledged, assigned, hypothecated, or otherwise transferred in any manner other than by will or by the laws of descent and distribution, and may be exercised, during the lifetime of the Participant, only by the Participant.

13. Adjustments; Dissolution or Liquidation; Merger or Change in Control.

(a) Adjustments. In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares occurs, the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the Plan, will adjust the number and class of Shares that may be delivered under the Plan and/or the number, class, and price of Shares covered by each outstanding Award.

(b) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Administrator will notify each Participant as soon as practicable prior to the effective date of such proposed transaction. To the extent it has not been previously exercised, an Award will terminate immediately prior to the consummation of such proposed action.

(c) Change in Control. The following provisions will apply to Awards in the event of a Change in Control unless otherwise provided in the Award Agreement or any other written agreement between the Company or any Parent or Subsidiary and the Participant or unless otherwise expressly provided by the Board at the time of grant of an Award. In the event of a Change in Control, then, notwithstanding any other provision of the Plan, the Board may take one or more of the following actions with respect to Awards, contingent upon the closing or completion of the Change in Control:

 

-13-

(i) arrange for the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) to assume or continue the Award or to substitute a similar stock award for the Award (including, but not limited to, an award to acquire the same consideration paid to the stockholders of the Company pursuant to the Change in Control);

(ii) arrange for the assignment of any reacquisition or repurchase rights held by the Company in respect of Common Stock issues pursuant to the Award to the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company);

(iii) accelerate the vesting, in whole or in part, of the Award (and, if applicable, the time at which the Award may be exercised) to a date prior to the effective time of such Change in Control as the Board determines (or, if the Board does not determine such a date, to the date that is five days prior to the effective date of the Change in Control), with such Award terminating if not exercised (if applicable) at or prior to the effective time of the Change in Control;

(iv) arrange for the lapse, in whole or in part, of any reacquisition or repurchase rights held by the Company with respect to the Award;

(v) cancel or arrange for the cancellation of the Award, to the extent not vested or not exercised prior to the effective time of the Change in Control, in exchange for such cash consideration, if any, as the Board, in its sole discretion, may consider appropriate; and

(vi) make a payment, in such form as may be determined by the Board equal to the excess, if any, of (A) the value of the property the Participant would have received upon the exercise of the Award over (B) any exercise price payable by such holder in connection with such exercise. For clarity, this payment may be zero if the value of the property is equal to or less than the exercise price.

The Board need not take the same action or actions with respect to all Awards or portions thereof or with respect to all Participants. The Board may take different actions with respect to the vested and unvested portions of an Award.

14. Tax Withholding.

(a) Withholding Requirements. Prior to the delivery of any Shares or cash pursuant to an Award (or exercise thereof), the Company will have the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federal, state, local, foreign or other taxes (including the Participant’s FICA obligation) required to be withheld with respect to such Award (or exercise thereof).

(b) Withholding Arrangements. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit a Participant to satisfy such tax withholding obligation, in whole or in part by (without limitation): (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable Shares having a Fair Market Value equal to the minimum statutory amount required to be withheld, (iii) delivering to the Company already-owned Shares having a Fair Market Value equal to the statutory amount required to be withheld, provided the delivery of such Shares will not result in any adverse accounting consequences, as the Administrator determines in its sole discretion, or (iv) selling a sufficient number of Shares otherwise deliverable to the Participant through such means as the Administrator may determine in its sole discretion (whether through a broker or otherwise) equal to the amount

 

-14-

required to be withheld. The amount of the withholding requirement will be deemed to include any amount which the Administrator agrees may be withheld at the time the election is made, not to exceed the amount determined by using the maximum federal, state or local marginal income tax rates applicable to the Participant with respect to the Award on the date that the amount of tax to be withheld is to be determined. The Fair Market Value of the Shares to be withheld or delivered will be determined as of the date that the taxes are required to be withheld.

15. No Effect on Employment or Service. Neither the Plan nor any Award will confer upon a Participant any right with respect to continuing the Participant’s relationship as a Service Provider with the Company, nor will they interfere in any way with the Participant’s right or the Company’s right to terminate such relationship at any time, with or without cause, to the extent permitted by Applicable Laws.

16. Date of Grant. The date of grant of an Award will be, for all purposes, the date on which the Administrator makes the determination granting such Award, or such other later date as is determined by the Administrator. Notice of the determination will be provided to each Participant within a reasonable time after the date of such grant.

17. Term of Plan. Subject to Section 21, the Plan will become effective upon its adoption by the Board. Unless sooner terminated under Section 18, it will continue in effect for a term of 10 years from the later of (a) the effective date of the Plan, or (b) the earlier of the most recent Board or stockholder approval of an increase in the number of Shares reserved for issuance under the Plan.

18. Amendment and Termination of the Plan.

(a) Amendment and Termination. The Board may at any time amend, alter, suspend or terminate the Plan.

(b) Stockholder Approval. The Company will obtain stockholder approval of any Plan amendment to the extent necessary and desirable to comply with Applicable Laws.

(c) Effect of Amendment or Termination. No amendment, alteration, suspension or termination of the Plan will impair the rights of any Participant, unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in writing and signed by the Participant and the Company. Termination of the Plan will not affect the Administrator’s ability to exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination.

19. Conditions Upon Issuance of Shares.

(a) Legal Compliance. Shares will not be issued pursuant to the exercise of an Award unless the exercise of such Award and the issuance and delivery of such Shares will comply with Applicable Laws and will be further subject to the approval of counsel for the Company with respect to such compliance. The delivery of certificates representing the Shares (or the transfer to an Award holder on the records of the Company with respect to uncertificated Shares) to be issued in connection with an Award will be contingent upon the Award holder entering into any stockholders’ agreements or other agreements with the Company and/or certain other of the Company’s stockholders relating to the Shares.

 

-15-

(b) Investment Representations. As a condition to the exercise of an Award, the Company may require the person exercising such Award to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required.

20. Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, will relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority will not have been obtained.

21. Stockholder Approval. The Plan will be subject to approval by the stockholders of the Company within 12 months after the date the Plan is adopted by the Board. Such stockholder approval will be obtained in the manner and to the degree required under Applicable Laws.

22. Clawback/Recovery. All Awards granted under this Plan will be subject to recoupment in accordance with any clawback policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other Applicable Law. In addition, the Administrator may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Administrator determines necessary or appropriate, including, but not limited to, a reacquisition right in respect of previously acquired shares of Common Stock or other cash or property upon the occurrence of Cause. No recovery of compensation under such a clawback policy will be an event giving rise to a right to resign for “good reason” or “constructive termination” (or similar term) under any agreement with the Company or an affiliate.

23. Choice of Law. The laws of the State of Delaware will govern all questions concerning the construction, validity and interpretation of this Plan, without regard to that state’s conflict of laws rules.

 

-16-

EX-10.19 10 d144166dex1019.htm EX-10.19 EX-10.19

Exhibit 10.19

F45 TRAINING HOLDINGS INC. 2021 EQUITY INCENTIVE PLAN

STOCK OPTION AGREEMENT

Unless otherwise defined herein, the terms defined in the F45 Training Holdings Inc. 2021 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”).

 

1.

Notice of Stock Option Grant.

 

Name:    «OptioneeName»
Address:    «OptioneeStreetAddress»
   «OptioneeCityStateZip»

The undersigned Participant has been granted an Option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Option Agreement, as follows:

 

Date of Grant:

   

 

   

Vesting Commencement Date:

   

 

   

Exercise Price per Share:

   

$

   

Total Number of Shares Granted:

   

«NumberShares»

   

Total Exercise Price:

   

$

   

Type of Option:

                                Incentive Stock Option   
                               Nonstatutory Stock Option   

Term/Expiration Date:

   

 

   

Vesting Schedule:

This Option shall be exercisable, in whole or in part, according to the following vesting schedule:

Termination Period:

This Option shall be exercisable for three (3) months after Participant ceases to be a Service Provider, unless such termination is due to Participant’s death or Disability, in which case this Option shall be exercisable for twelve (12) months after Participant ceases to be a Service Provider. Notwithstanding the foregoing sentence, in no event may this Option be exercised after the Term/Expiration Date as provided above and this Option may be subject to earlier termination as provided in Section 13 of the Plan.

2.

Agreement.

A. Grant of Option. The Administrator of the Company hereby grants to the Participant named in the Notice of Stock Option Grant in Part I of this Agreement (“Participant”), an option (the “Option”) to purchase the number of Shares set forth in the Notice of Stock Option Grant, at the exercise price per Share set forth in the Notice of Stock Option Grant (the “Exercise Price”), and subject to the terms and conditions of the Plan, which is incorporated herein by reference. In the event of a conflict between the terms and conditions of the Plan and this Option Agreement, the terms and conditions of the Plan shall prevail.

If designated in the Notice of Stock Option Grant as an Incentive Stock Option (“ISO”), this Option is intended to qualify as an Incentive Stock Option as defined in Section 422 of the Code. Nevertheless, to the extent that it exceeds the $100,000 rule of Section 422(d) of the Code, this Option shall be treated as a Nonstatutory Stock Option (“NSO”). Further, if for any reason this Option (or portion thereof) shall not qualify as an ISO, then, to the extent of such non-qualification, such Option (or portion thereof) shall be regarded as a NSO granted under the Plan. In no event shall the Administrator, the Company or any Parent or Subsidiary or any of their respective employees or directors have any liability to Participant (or any other person) due to the failure of the Option to qualify for any reason as an ISO.

 

  B.

Exercise of Option.

(1) Right to Exercise. This Option shall be exercisable during its term in accordance with the Vesting Schedule set out in the Notice of Stock Option Grant and with the applicable provisions of the Plan and this Option Agreement.

(2) Method of Exercise. This Option shall be exercisable by delivery of an exercise notice in a manner and pursuant to such procedures as the Administrator may determine, which shall state the election to exercise the Option and the number of Shares with respect to which the Option is being exercised (the “Exercised Shares”). The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares, together with any applicable tax withholding. This Option shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by the aggregate Exercise Price, together with any applicable tax withholding.

No Shares shall be issued pursuant to the exercise of an Option unless such issuance and such exercise comply with Applicable Laws. This Option shall not be exercisable and no Shares shall be issued pursuant to the exercise of an Option unless and until the Company has determined that (A) the Company and the Participant have taken any actions required to register the Shares under the Securities Act or to perfect an exemption from the registration requirements thereof, (B) any applicable listing requirement of any stock exchange or other securities market on which the Shares are listed has been satisfied, and (C) any other applicable provision of federal, State or foreign law has been satisfied. Assuming such compliance, for income tax purposes the

 

-2-

Shares shall be considered transferred to Participant on the date on which the Option is exercised with respect to such Shares. The delivery of certificates representing the Shares (or the transfer to a Participant on the records of the Company with respect to uncertificated Shares) to be issued in connection with this Option will be contingent upon the Participant entering into any stockholders’ agreements or other agreements with the Company and/or certain other of the Company’s stockholders relating to the Shares.

C. Method of Payment. Payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the election of the Participant:

(1) cash;

(2) check;

(3) consideration received by the Company under a formal cashless exercise program adopted by the Company in connection with the Plan;

(4) net exercise (solely in the case of a Nonstatutory Stock Option); or

(5) surrender of other Shares which (i) shall be valued at their Fair Market Value on the date of exercise, and (ii) must be owned free and clear of any liens, claims, encumbrances or security interests.

D. Restrictions on Exercise. This Option may not be exercised until such time as the Plan has been approved by the stockholders of the Company, or if the issuance of such Shares upon such exercise or the method of payment of consideration for such shares would constitute a violation of any Applicable Law.

E. Non-Transferability of Option. This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Participant only by Participant. The terms of the Plan and this Option Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of Participant.

F. Term of Option. This Option may be exercised only within the term set out in the Notice of Stock Option Grant, and may be exercised during such term only in accordance with the Plan and the terms of this Option Agreement.

G. Tax Obligations.

(1) Tax Withholding. Participant agrees to make appropriate arrangements with the Company (or the Parent or Subsidiary employing or retaining Participant) for the satisfaction of all Federal, state, local and foreign income and employment tax withholding requirements applicable to the Option exercise. Participant acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver the Shares if such withholding amounts are not delivered at the time of exercise.

 

-3-

(2) Notice of Disqualifying Disposition of ISO Shares. If the Option granted to Participant herein is an ISO, and if Participant sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (i) the date two (2) years after the Date of Grant, or (ii) the date one (1) year after the date of exercise, Participant shall immediately notify the Company in writing of such disposition.

H. Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof, and may not be modified adversely to the Participant’s interest except by means of a writing signed by the Company and Participant. This Option Agreement is governed by the internal substantive laws but not the choice of law rules of the State of Delaware.

I. No Guarantee of Continued Service. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.

(signature page follows)

 

-4-

Participant acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Participant has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Option. Participant further agrees to notify the Company upon any change in the residence address indicated below.

 

PARTICIPANT    F45 TRAINING HOLDINGS INC.

 

   

 

Signature

 

«OptioneeName»

   

By

 

 

Print Name    Print Name
  

 

Title

Address:   

«OptioneeStreetAddress»

   

«OptioneeCityStateZip»

   

Signature Page to Stock Option Agreement

EX-10.20 11 d144166dex1020.htm EX-10.20 EX-10.20

Exhibit 10.20

F45 TRAINING HOLDINGS INC. 2021 EQUITY INCENTIVE PLAN

DIRECTOR RESTRICTED STOCK AWARD AGREEMENT

Unless otherwise defined herein, the terms defined in the F45 Training Holdings Inc. 2021 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Director Restricted Stock Award Agreement (the “Award Agreement”).

 

1.

Notice of Restricted Stock Grant.

 

Name:    «GranteeName»
Address:    «GranteeStreetAddress»
   «GranteeCityStateZip»

The undersigned Participant has been granted an award of Restricted Stock of the Company, subject to the terms and conditions of the Plan and this Award Agreement, as follows:

 

Date of Grant:  

 

Total Number of Shares of Restricted Stock  
Granted:  

 

Vesting Schedule:

This Award shall vest on the one-year anniversary of the Date of Grant.

Termination/Forfeiture:

Vesting of the Award shall cease upon the date Participant ceases to be a Service Provider for any reason, including due to Participant’s death or Disability. Upon such cessation, any unvested Restricted Stock will be automatically forefeited and reqacuired by the Company at no cost to the Company.

 

2.

Agreement.

A. Grant of Award. The Administrator of the Company hereby issues to the Participant named in the Notice of Restricted Stock Grant (the “Notice”) in Part I of this Agreement (“Participant”), the Total Number of Shares of Restricted Stock (the “Award”) set forth in the Notice of Restricted Stock Grant, subject to the terms and conditions of the Plan, which is incorporated herein by reference. In the event of a conflict between the terms and conditions of the Plan and this Award Agreement, the terms and conditions of the Plan shall prevail.

B. Transfer Restrictions. Unless determined otherwise by the Administrator, the Award issued to the Participant hereunder may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated by the Participant in any manner other than by will or by the laws of descent and distribution.

C. Tax Obligations. The Participant agrees to make appropriate arrangements with the Company (or the Parent or Subsidiary employing or retaining Participant) for the satisfaction of all applicable Federal, state, local and foreign income and employment tax withholding requirements prior to the vesting of any Shares pursuant to this Award.

D. Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Award Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof, and may not be modified adversely to the Participant’s interest except by means of a writing signed by the Company and Participant. This Award Agreement is governed by the internal substantive laws but not the choice of law rules of the State of Delaware.

E. No Guarantee of Continued Service. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF RESTRICTED STOCK PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED RESTRICTED STOCK OR ACQUIRING SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.

(signature page follows)

 

-2-

Participant acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Award subject to all of the terms and provisions thereof. Participant has reviewed the Plan and this Award in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award and fully understands all provisions of the Award. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Award. Participant further agrees to notify the Company upon any change in the residence address indicated below.

 

PARTICIPANT     F45 TRAINING HOLDINGS INC.

 

    

 

Signature

     By

«GranteeName»

    

 

Print Name     Print Name
   

 

    Title
Address:    

«GranteeStreetAddress»

    

«GranteeCityStateZip»

    

Signature Page to Director Restricted Stock Award Agreement

 

-3-

EX-10.21 12 d144166dex1021.htm EX-10.21 EX-10.21

Exhibit 10.21

 

LOGO

 

BY EMAIL

 

Luke Armstrong

⬛⬛⬛⬛⬛⬛⬛⬛⬛⬛⬛⬛⬛⬛⬛⬛⬛⬛⬛

 

⬛⬛⬛⬛⬛⬛⬛⬛⬛⬛⬛⬛⬛⬛⬛

 

Dated: 11 April 2019

    LOGO

Dear Luke,

We are pleased to confirm your appointment with F45 Training Pty Ltd (ACN 162 731 900) (Company) and outline below the terms of your employment (Terms).

 

1.

Position

 

(a)

The position to which you are appointed is set out in Item 1 of the Schedule (Position) reporting to the supervisor identified in Item 3 of the Schedule or such other person or position nominated by the Company (Supervisor). You will have the responsibilities set out in the Schedule and you may be appointed to such other capacities commensurate with your skills, abilities and remuneration level as may be assigned to you by the Company from time to time. Absent any new agreement, the terms of your employment set out in these Terms will apply to any promotion, transfer, or change of position.

 

(b)

You are employed exclusively by the Company to provide services to it and you must not without the written consent of the Company work in any capacity for any other person or organisation during your employment other than non-paid or charity work.

 

2.

Employment

Your employment with the Company will commence on the date set out in Item 2 of the Schedule and will continue until terminated in accordance with this Agreement.

 

3.

Duties

During your employment, you must:

 

(a)

faithfully and diligently perform the duties assigned to you with reasonable care and skill and exercise duties in a manner consistent with your employment with the Company;

 

(b)

comply with all lawful and reasonable directions given to you by the Supervisor and the Company;

 

(c)

act in the best interests of the Company;

 

(d)

promote the interests of the Company;

 

LOGO

(e)

act in accordance with a high standard of behaviour at all times; and

 

(f)

comply with all laws, rules and policies applicable to your Position.

 

4.

Probationary Period

 

(a)

Your appointment to the Company is subject to a three (3) month probationary period. At the completion of this probationary period your performance and capacity to perform in the position to which you have been appointed will be assessed and a decision made as to the confirmation of your ongoing employment. This probation period does not exclude or limit the definition of minimum employment period under the Fair Work Act 2009 (Cth) (Act).

 

(b)

During this three (3) month probationary period, either the Company or you may terminate your employment by giving one week’s prior written notice.

 

(c)

Any leave taken during a probationary period (e.g. annual or personal/carer’s leave) will extend the end of the probationary period by that length of time.

 

5.

Place of Work

At the time of your appointment, you will be based in Sydney, Australia. Your place of work may change during your employment with us, depending upon Company requirements and changes to locations of divisions, operations, businesses and functions.

 

6.

Salary

 

(a)

Your annual salary is set out in Item 4 of the Schedule (Salary).

 

(b)

Your Salary will be paid in monthly instalments. The Company’s present arrangement is for monthly paid salaries to be credited to bank accounts on or about the 15th day of each month.

 

(c)

The Company has a performance based remuneration system. Salaries are reviewed annually and Salary increases are based on your performance. There is no guarantee that your Salary will be increased following any review.

 

7.

Modern Award

If a Modern Award applies to your employment then:

 

(a)

if you are paid a Salary that is more than the base rate pay prescribed by the Modern Award, your Salary is in satisfaction of all minimum entitlements including minimum wage, attendance pay, overtime, allowances, penalties, extra rates for working evenings, weekends or public holidays, payment for temporarily working in a more senior role and annual leave loading;

 

(b)

if there are any changes to the minimum entitlements in paragraph 7(a), including those as a result of adjustments made by Fair Work Australia following an annual wage review or otherwise, then your Salary is applied to and absorbs those changed entitlements;

 

(c)

the Company may vary your Salary to incorporate the value of an entitlement in paragraph 7(a); and

 

(d)

in the event of any inconsistency between these Terms and the Modern Award, the Modern Award will prevail to the extent of any inconsistency.

 

8.

Superannuation

 

(a)

The compulsory superannuation contribution made by the Company will be made at the applicable statutory rate (currently 9.5% of your Salary), as set out in Item 5 of the Schedule. You may also choose to make additional contributions to a fund as either after tax or salary sacrifice in accordance with Company policies.

 

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9.

Hours of Work

 

(a)

Your position is full-time. Your usual working hours will be during normal business hours or such other hours your manager may require from time to time. The Salary specified in this letter covers payment for all hours worked and the overall performance of your role.

 

(b)

Overtime or time off in lieu will not be available and your Salary covers all aspects of your employment.

 

10.

Leave Entitlements

Your entitlements to leave are in accordance with the National Employment Standards (NES) set out in the Act and the relevant legislation applying to Long Service Leave. A summary of those leave entitlements are set out below.

Annual Leave

 

(a)

You are entitled to four working weeks (20 working days) annual leave each year, which accrues on a pro-rata basis in accordance with the NES.

Public Holidays

 

(b)

You are entitled to public holidays each year in accordance with the NES.

Personal/Carer’s Leave

 

(c)

You are entitled to ten (10) days paid personal/carer’s leave per year in accordance with the NES if you are unable to attend work:

 

  (i)

due to personal illness or injury; or

 

  (ii)

because a member of your household or immediate family requires your care or support because of his or her illness or injury, or because he or she is involved in an unexpected emergency.

 

(d)

If you have exhausted your paid carer’s leave entitlement, you are entitled to two (2) days of unpaid carer’s leave on each occasion required in accordance with the NES.

 

(e)

You will not be entitled to a payment of unused personal/carer’s leave at the termination of your employment.

 

(f)

You must provide evidence, in an appropriate form, to claim any period of personal/carers leave.

 

(g)

You must give notice to the Company of your need for such personal/carers leave as soon as possible, together with the reason for and expected duration of that leave.

Compassionate Leave

 

(h)

You are entitled to a maximum of two (2) days’ paid compassionate leave in accordance with the NES on each permissible occasion:

 

  (i)

for the purpose of spending time with a person who is a member of your immediate family or is a member of your household who has a personal illness or injury that poses a serious threat to his or her life; or

 

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  (ii)

after the death of a member of your immediate family or a member of your household.

 

(i)

Compassionate leave will not accrue during your employment.

 

(j)

The Company may require production of appropriate documentation in support of any claim for compassionate leave.

Parental Leave

 

(k)

You are entitled to twelve months’ unpaid parental leave (maternity, paternity or adoption leave) after twelve months’ service, in accordance with the NES.

Community Service Leave

 

(l)

You are entitled to Community Service Leave in accordance with the NES.

Long Service Leave

 

(m)

You are entitled to Long Service Leave in accordance with the NES and the Long Service Leave Act 1955 (NSW).

 

11.

Public Holidays

You will be entitled to be paid your Salary for public holidays that fall on a usual working day even if you do not work. However, the Company may request you to work on a public holiday, and you must work unless the refusal to work is reasonable or the request is unreasonable, in accordance with applicable law.

 

12.

Expenses

 

(a)

The Company will pay or reimburse you for travel and out of pocket expenses approved by the Company subject to the production of the appropriate receipts.

 

(b)

You shall request all expenses for reimbursement with supporting invoices on a monthly basis following the month of incurring the expenses.

 

13.

Company Property

 

(a)

You must maintain all Company property provided to you in good order, including but not limited to promotional material provided to you from time to time.

 

(b)

You must indemnify the Company from all costs, damages, losses and expenses suffered or incurred by the Company arising from any breach by you of Clause 13(a).

 

14.

Confidentiality

 

(a)

You will be expected to observe, at all times and under all circumstances, both during and after your employment with us, the most absolute confidentiality with regard to the Company’s confidential information (Confidential Information).

 

(b)

You must take whatever measures are reasonably necessary to preserve the confidentiality of the Confidential Information including:

 

  (i)

complying with all security measures established to safeguard the Confidential Information from unauthorised access or use;

 

  (ii)

keeping Confidential Information under your control; and

 

  (iii)

not removing Confidential Information from, or accessing Confidential Information from outside, the Company’s premises without the prior approval of the Company.

 

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15.

Intellectual Property

You:

 

(a)

assign to the Company all existing and future intellectual property rights in all inventions, models, designs, drawings, plans, software, reports, proposals, processes and other materials conceived, created or generated by you during your employment with the Company (whether alone or with the Company, its other employees or contractors) for use by the Company;

 

(b)

acknowledge that by virtue of this clause all such existing intellectual property rights invested in the Company and, on their creation, all such future intellectual property rights will vest in the Company;

 

(c)

must do all things reasonably requested by the Company to enable the Company to further assure the intellectual property rights assigned under this Clause 15;

 

(d)

acknowledge that you may have Moral Rights (as defined in the Copyright Act 1968 (Cth)) in works which you have created or may in the future create in the course of your employment (Works);

 

(e)

in so far as you are able, you waive your Moral Rights in respect of the Works;

 

(f)

consent to all or any acts or omissions by the Company in relation to the Works which have already occurred or may occur in the future, which may infringe your Moral Rights in any of the Works;

 

(g)

acknowledge that the consent given in this Clause 15 extends to your successors in title, licensees of the copyright in the Works and other persons authorised by the Company to do acts comprised in the copyright in the Works; and

 

(h)

will continue to be bound by the obligations under this Clause 15 which will survive the termination of your employment with the Company.

 

16.

Termination of Employment

 

(a)

You may terminate the employment relationship by giving the Company 12 weeks’ prior written notice.

 

(b)

Subject to the Act, the Company may terminate your employment, for reasons other than those described in Clause 17 below, by giving you 4 weeks’ prior written notice.

 

(c)

You acknowledge and agree that this notice period is fair and reasonable in the circumstances.    

 

(d)

After either you or the Company give notice to terminate your employment, the Company may at any time:

 

  (i)

terminate your employment immediately by paying you a sum equal to the amount of your Salary which would have accrued to you during the balance of the notice period; or

 

  (ii)

direct you not to perform work, to perform different work, not to contact clients of the Company and/or require you to remain away from any of the Company’s premises (although you will remain in an employee of the Company and will continue to be bound by the remaining terms of your employment) provided that during any period, the Company continues to pay you your Salary. For the avoidance of doubt, any such direction given by the Company will not amount to termination of your employment.

 

(e)

In the event of termination:

 

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  (i)

you must return all of the Company’s property and materials which may have come into your possession in the course of your employment whether or not originally supplied to you by the Company; and

 

  (ii)

subject to applicable law, the Company may set off amounts you owe the Company against amounts the Company owes to you.

 

17.

Termination of Employment for Serious Misconduct

 

(a)

The Company may terminate your employment without notice or payment in lieu of notice in the event of your serious misconduct. “Serious misconduct” is misconduct of such a nature that it would be unreasonable for the Company to be required to continue your employment during the required period of notice, including (but not limited to):

 

  (i)

wilful, or deliberate behaviour that is inconsistent with the continuation of this contract of employment; and

 

  (ii)

conduct that causes imminent and serious risk to the health, or safety of a person or the reputation, viability or profitability of the Company’s business.

 

(b)

In the event of termination for serious misconduct:

 

  (i)

you must return all of the Company’s property which may have come into your possession, custody or control in the course of your employment, whether or not originally supplied to you by the Company; and

 

  (ii)

subject to applicable laws, the Company may set off amounts that you owe the Company against amounts that the Company owes to you.

 

18.

Termination for Redundancy

In the event that your employment is terminated for redundancy and you are otherwise entitled to receive redundancy pay under the Act, you will receive an amount of redundancy pay in accordance with your entitlement under the Act.

 

19.

Personal Information

 

(a)

You acknowledge that the Company will hold your personal information on its files.

 

(b)

The Company will use that personal information for the purpose of managing and administrating the employment relationship between it and you. You also acknowledge that the Company may disclose your personal information for any legitimate operational purpose.

 

20.

Restraint

 

(a)

“Restraint Area” means:

 

  (i)

Australia, New Zealand and the United States;

 

  (ii)

Australia and New Zealand;

 

  (iii)

Australia;

 

  (iv)

New South Wales; or

 

  (v)

Sydney,

whichever the greatest area is enforceable.

 

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(b)

“Non-Compete Period” means:

 

  (i)

6 months from the termination of your employment; or

 

  (ii)

3 months from the termination of your employment; or

 

  (iii)

1 month from the termination of your employment,

whichever the greatest period is enforceable.

 

(c)

“General Restraint Period” means:

 

  (i)

12 months from the termination of your employment; or

 

  (ii)

6 months from the termination of your employment; or

 

  (iii)

3 months from the termination of your employment,

whichever the greatest period is enforceable.

 

(d)

“Business” means:

 

  (i)

any health or fitness business, including any fitness franchise or any other business associated with the licensing of fitness services; or

 

  (ii)

any business concerned with the supply of services or products equivalent to those supplied by the Company or any member of the F45 Group of Companies (being the affiliates and related body corporates of the Company and referred to as the “Group”) and with which you were concerned during your employment.

 

(e)

During the Non-Compete Period, you must not, without the prior written consent of the Company, do the following in the Restraint Area:

 

  (i)

directly or indirectly carry on (whether alone in partnership or in joint venture with anyone else) or otherwise be concerned with or interested in (whether as trustee, principal, agent, shareholder, unitholder or in any other capacity) any entity which is in competition with or which carries on a Business or a business which is similar to a Business.

 

(f)

During the General Restraint Period, you must not, without the prior written consent of the Company, perform work or provide services of the kind performed or provided by the Company to:

 

  (i)

any client or customer of the Group who has dealt with the Group during your employment with the Company (or who dealt with the Company during the time you provided personal services to the Company before this agreement); or

 

  (ii)

any person in the process of negotiating with the Group at the date of termination of your employment with a view to receiving products or services from the Group, and had not notified the Group prior to the termination date that they did not wish to receive products or services,

with whom you (or any employees reporting to you) had dealings during the last two years of your employment.

 

(g)

During the General Restraint Period, you must not, without the prior written consent of the Company:

 

  (i)

Solicit or persuade:

 

  (A)

any client or customer of the Group who has dealt with the Group during your employment with the Company (or who dealt with the Company during the time you provided personal services to the Company before this agreement); or

 

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  (B)

any person in the process of negotiating with the Group at the date of termination of your employment with a view to receiving products or services from the Group and had not notified the Group prior to the termination date that they did not wish to receive products or services,

 

  (C)

with whom you (or any employees reporting to you) had dealings during the last two years of your employment, to cease, reduce or alter the amount of business which the person would normally do with the Group or is reasonably expected to do with the Group (including accepting business from any such person).

 

  (ii)

induce or attempt to induce any director, manager or employee of the Group to terminate his or her employment, whether or not that person would thereby commit a breach of his or her contract of employment;

 

  (iii)

make any public statement about the Company or Group without the Company’s written consent; or

 

  (iv)

act in any way which may harm or prejudice the reputation or good name of the Company or Group.

 

(h)

The restraints contained in this clause are separate, distinct and several, so that the unenforceability of any restraint does not affect the enforceability of the other restraints.

 

(i)

If any provision in this clause is considered by a court or tribunal to be void or unreasonable, but would be valid if part of the text were deleted, periods reduced or reduced in scope, the provision will apply with such modifications or reading down as necessary to make it valid and effective. In the event that this clause is to be modified or read down, the parties agree that this clause be interpreted in a manner which maximises the duration or the restraint rather than the area in which it operates.

 

(j)

You acknowledge that:

 

  (i)

the restrictive covenants contained in this clause are reasonable and necessary for the protection of the goodwill of the Group; and

 

  (ii)

the remedy of damages may be inadequate to protect the interests of the Group and the Group is entitled to seek and obtain injunctive relief, or any other remedy, in any Court.

 

(k)

You acknowledge that the obligations contained in this clause continue to bind you despite the cessation of your employment with the Company for whatever reason.

 

(l)

You acknowledge that damages may be inadequate compensation if you breach your obligations under this clause and, subject to the Court’s discretion, the Company may restrain, by an injunction or similar remedy, any conduct or threatened conduct which is or will be a breach of this clause.

 

21.

Workplace Surveillance

 

(a)

In accordance with the Workplace Surveillance Act 2005 (NSW), the Company advises you that it conducts ongoing and continuous computer surveillance.

 

(b)

Computer surveillance is carried out by monitoring email, internet and other computer usage in accordance with the Company’s IT policy.

 

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22.

Occupational Health and Safety, drugs and alcohol

 

(a)

You must:

 

  (i)

safely attend to the duties assigned to you during the course of your employment;

 

  (ii)

become familiar with all occupational health and safety laws and the occupational health and safety policies and procedures of the Company;

 

  (iii)

comply with the above and all directions from the Company relating to occupational health and safety;

 

  (iv)

take a pro-active interest in eliminating or reducing health and safety risks to the Company and others in the workplace; and

 

  (v)

co-operate with the Company in its efforts to comply with its OHS requirements.

 

(b)

You must not:

 

  (i)

interfere with or misuse equipment or facilities provided by the Company for the health, safety and welfare of persons at work;

 

  (ii)

obstruct attempts to give aid to a person who is injured at work or attempts to prevent a risk to the health and safety of a person at work;

 

  (iii)

refuse a reasonable request to assist in giving aid to a person who is injured at work or preventing a risk to health and safety; and

 

  (iv)

disrupt the workplace by creating unwarranted health or safety fears.

 

(c)

You must notify the Company as soon as you become aware of any workplace risks or accidents (including breaches of occupational health and safety laws or policies). Further, you must take all steps reasonably necessary to remove or reduce that risk.

 

(d)

You must not smoke cigarettes or any other substances in the workplace.

 

(e)

You must not take any drugs in the workplace, unless:

 

  (i)

you are required to take those drugs under a valid prescription issued by a medical practitioner; and

 

  (ii)

the drugs do not affect your ability to safely perform your duties.

 

(f)

You must not drink alcohol at the workplace when working, attend work in circumstances where you have been affected by alcohol, or otherwise perform your duties while affected by alcohol. This requirement will not prevent you from consuming alcohol at a social or client function approved by the Company provided that:

 

  (i)

you do not drink excessively at the function; and

 

  (ii)

you do not after the function, drive or operate machinery or do anything else which may pose a risk to the safety of yourself or others.

 

23.

Company Policies

 

(a)

You must comply with the duties and obligations imposed on you under any policies, procedures or directions (collectively described herein as policies) of the Company as varied from time to time.

 

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(b)

Nothing in these Terms is intended to create any binding obligation on the Company to provide you with any benefits conferred on you by the policies, except to the extent that such benefits otherwise apply by operation of applicable legislation.

 

(c)

The Company may at its absolute discretion, vary, replace or remove any policies, or may introduce new Company policies, at any time.

 

(d)

In the event of any inconsistency between these Terms and any policy, these Terms will prevail to the extent of any inconsistency.

 

24.

General

 

(a)

These Terms are governed by the laws applicable in New South Wales. The parties irrevocably submit to the exclusive jurisdiction of the courts of New South Wales.

 

(b)

These Terms constitute the entire agreement between you and the Company as to its subject matter and supersedes and cancels any contract, deed, arrangement, related condition, collateral arrangement, condition, warranty, indemnity or representation imposed, given or made by the Company or you (or an agent of either of them) prior to entering into these Terms.

 

25.

Formal Acceptance

Please indicate your formal acceptance of these Terms by signing, dating and returning to the undersigned the enclosed duplicate copy.

We take this opportunity to welcome you to the Company and to wish you every future success.

 

Yours sincerely
 

/s/ Robert Deutsch

  Robert Deutsch
  Director
  F45 Training Pty Ltd

I accept employment with F45 Training Pty Ltd (ACN 162 731 900) on the terms and conditions set out in these Terms.

 

Signature:

  

/s/ Luke Armstrong

     Date:   2nd May 2019
 

Luke Armstrong

      

 

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Schedule

 

Item 1    Position    Chief Revenue Officer/Global Sales Director
Item 2    Commencement Date    The date this Agreement is executed by you.
Item 3    Supervisor    Rob Deutsch and Adam Gilchrist or any other person nominated by them from time to time.
Item 4    Salary    Base Salary
      $150,000 per annum
      Commission
      In addition to the Base Salary set out above, you will be entitled to a further commission equal to 2.5% of the Establishment Franchise Fee (or Initial Fee) (“Upfront Fee”) received by the Company for a franchise agreement entered into between a Group Company and a franchisee as a result of a sale achieved by a member of your sales team, provided that agreement becomes unconditional in all respects.
      Notwithstanding the above, you will only be entitled to 1.0% of the Upfront Fee for sales completed by Marc Marano, Nick Abrahams, Damien Raynor and Carl Giammarco.
      In addition to the above, you will be entitled to a commission of 10% of the Upfront Fee for all sales achieved by you personally $14,250
Item 5    Superannuation (9.5% of Salary)    $14,250.00
Item 6    Responsibilities    Overseeing and driving global sales and any other responsibility determined by the Company from time to time.

 

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EX-10.35 13 d144166dex1035.htm EX-10.35 EX-10.35

Exhibit 10.35

Execution Copy

PROMOTIONAL AGREEMENT

THIS PROMOTIONAL AGREEMENT (“Agreement”) is entered into this 25th day of June 2021 and shall be effective from July 1, 2021 (the “Effective Date”) by and between F45 Training Holdings Inc., a Delaware corporation (“Company”) and Craw Daddy Productions, Inc. (“Provider”) f/s/o Cindy Crawford (“Crawford”). Company and Provider are referred to herein collectively as the “Parties” and each as a “Party.”

RECITALS

A. Crawford is an internationally renowned supermodel and celebrity spokesperson.

B. Company is an international franchisor of fitness/group training facilities.

C. Company wishes to engage Provider to require Crawford to provide promotional and related services to the Company, its applicable subsidiaries and their F45 brand of franchised group fitness training facilities.

AGREEMENT

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows (any capitalized terms not otherwise defined herein shall have the meanings set forth in Section 7):

1. Services.

During the Term (as defined below), Provider shall require Crawford to devote a reasonable amount of Crawford’s time necessary to comply with the obligations under this Agreement to promote and participate in mutually approved marketing opportunities for the Company and its subsidiaries in connection with the Company’s F45 branded franchised group fitness training facilities owned by Company, and the Avalon House branded training equipment, programming and product lines owned by the Company’s subsidiary, Avalon House, Inc. (collectively, the “Products”), which opportunities shall consist of the following services (individually and collectively, the “Services”):

(a) Subject to Crawford’s professional and personal availability and Provider’s prior written approval of dates, times, locations and specific event details in each instance, Provider shall make commercially reasonable efforts to require Crawford to be available for public and private appearances at a mutually agreed upon number of Company events during each twelve (12) month period of the Term, but in no event less than three (3) appearances per each such period, with each appearance lasting no more than two (2) consecutive hours from arrival at the Services location to release, exclusive of travel time, hair/makeup/wardrobe and reasonable breaks for meals (all such exclusions not to exceed two (2) consecutive hours in the aggregate). Company events may include, but not be limited to, investor meetings, flagship store openings and special events, “draft days,” and franchise conferences. Upon request, Provider shall use Provider’s reasonable good faith efforts to keep the Company informed with respect to any of Crawford’s professional obligations or commitments that may impact Crawford’s obligations to perform the Services hereunder.

(b) Use of Provider’s commercially reasonable efforts, where permitted and appropriate in Provider’s sole discretion, to require Crawford to provide product placement for the Products in entertainment content that is under the control of Provider and/or Crawford, and at private parties and custom events controlled and hosted by Provider and/or Crawford; it being specifically understood that such placements, if any, shall be subject to Company paying for and providing any required third party clearances disclosed to the Company in writing with reasonable advance notice prior to the applicable party(ies) or event(s), including, without limitation, master use fees, synchronization fees and other licensing fees payable to third parties, and venue-related restrictions. Failure of Provider or Crawford to so provide any of the foregoing opportunities shall not be deemed a breach of this Agreement. All such product placements (including all private parties and custom events shall be mutually agreed upon and approved (in writing), and all documented, out-of-pocket costs associated with such product placements shall be borne by the Company.

(c) Use of Provider’s commercially reasonable efforts, where permitted and appropriate in Provider’s sole discretion, to require Crawford, when making public appearances or participating in interviews, whether or not they have been arranged by Company, to promote Crawford’s affiliation with the Company and make positive public comments about the Products (taking into consideration the nature of the appearance or interview). Failure of Provider or Crawford to do or participate in any of the foregoing shall not be deemed a breach of this Agreement.

(d) Subject to Provider’s and Crawford’s pre-existing obligations (e.g., other endorsement agreements), use of Provider’s commercially reasonable efforts, where permitted and appropriate in Provider’s sole discretion, to require Crawford to promote the Products through Provider’s or Crawford’s current and future personal and professional relationships. Failure or Provider or Crawford to do any such promotion shall not be deemed a breach of this Agreement.

(e) Provider shall require Crawford to participate in a mutually agreed upon number of photo/video shoots (each a “Shoot”) during each twelve (12) month period of the Term, but in no event less than two (2) Shoots per each such period, with each Shoot lasting no more than eight (8) consecutive hours from arrival at the Shoot location to release, exclusive of travel time (not to exceed one (1) hour), but inclusive of hair/makeup/wardrobe and reasonable breaks for meals, consistent with a marketing plan developed and mutually agreed upon in writing by the Parties, subject to the following:

(i) All costs and expenses related to the Shoots shall be borne by the Company.

(ii) Crawford’s participation in any Shoot shall be subject to Crawford’s professional and personal availability and the mutual agreement in writing regarding the date, time and location of any Shoot.

(iii) All aspects of each Shoot shall be subject to the mutual written approval of Provider and the Company, including without limitation general creative concepts, storyboards, scripts, directors, photographers, hair/makeup/wardrobe personnel, “look”, stills (including retouching), edits, copy, layouts, others appearing with Crawford and all uses thereof, it being understood and agreed that preference will be provided to Provider’s and Crawford’s preferred vendors, suppliers and professionals.

(iv) The Company shall be solely responsible for complying with all SAG and similar obligations in connection with any Shoot. In addition to and separate from any other compensation payable to Provider hereunder, if Company engages any performance or service of Crawford hereunder in any way that is subject to the jurisdiction of any applicable union, guild or other organization of which she is a member (e.g., SAG-AFTRA), either during or after the Term, then Company shall pay, as required by such union, guild or other organization, all payments and fees (for benefit plans or otherwise) required to be made with respect to Company’s use of Crawford’s Services hereunder (“Union Fee(s)”). In no event shall Provider or Crawford be responsible for any Union Fees.

(f) Provider shall require Crawford to participate in a mutually agreed upon number of publicity interviews during each twelve (12) month period of the Term, but in no event less than one (1) interview per each such period, with each interview, with mutually approved (in writing) outlets via phone or email in connection with the Company’s ongoing promotion of the Products at such times as shall be reasonably agreed by the Company and Provider, subject to Crawford’s professional and personal availability. In addition, Provider and Crawford shall have the right to pre-approve the identity of the interviewer, the interview questions and the duration of the interviews (which, in the absence of approval by Provider and Crawford to the contrary, shall be not more than thirty (30) minutes in duration unless otherwise mutually agreed by the parties).

(g) Provider and Company shall mutually approve in writing any press release and any Q&A regarding Provider’s and/or Crawford’s affiliation with the Products and/or Company.

(h) Provider shall use commercially reasonable efforts to provide the Company with a reasonable number of photographs, images, recordings videos and/or other content of and/or concerning Crawford that are pre-approved by Provider for use in connection with mutually approved Services and mutually approved promotion of the Products. All costs and expenses in connection with the foregoing photographs, images, recordings videos and/or other content shall be borne by the Company, including without limitation the costs and expenses of any shoots to generate such materials, costs to clear any mutually approved pre-existing materials and the costs and expenses of complying with any SAG and similar obligations with respect to such materials (e.g., Union Fees).

(i) Social Media Efforts.

(i) During the Term, Provider shall require Crawford to produce a mutually approved (in writing) number of social media posts (but no less than ten (10) per year of the Term) in any of the following manners: (A) in-feed Instagram posts (still, video or boomerang); (B) Instagram stories; (C) Facebook posts and live videos; and/or (D) Twitter tweets, all of which shall be issued on Crawford’s verified social media channels to the extent maintained by Provider and/or Crawford (the “Social Media Posts”), it being understood that each such social media channel counts as a separate post. For avoidance of doubt, the Instagram story frames shall include, if possible, the swipe-up feature with a link provided by Company. The Social Media Posts shall be posted on a date and time mutually agreed upon by both Parties during the Term. For the avoidance of doubt, Provider and Crawford shall follow guidelines for content and creative for the Social Media Posts as provided by the Company and approved in writing by Provider. It is understood and agreed by the Parties that the Social Media Posts may, if and to the extent not utilized by Company pursuant to the terms of this Section 1(i), be used in Company’s discretion by and for the benefit of Company’s subsidiary, Avalon House, Inc., pursuant to and subject to the terms of Section 1 of that certain Promotional Agreement by and between Avalon House, Inc. and Provider (the “Avalon House Promotional Agreement”), provided that in no event shall the aggregate minimum number of Social Media Posts required to be made by Provider under this Agreement and the Avalon House Promotional Agreement together exceed twenty (20) per year of the Term.

(ii) Provider shall share copy and any accompanying content (such as photos or video) for the Social Media Posts with Company for approval at a reasonable time prior to posting unless otherwise directed by Company (and neither Provider nor Crawford shall post any content for the Social Media Posts without Company’s express prior written approval).

(iii) Provider agrees to require Crawford to leave Social Media Posts on Crawford’s verified social channels during the Term, but may remove such Social media Posts post-Term.

(iv) In connection with the Social Media Posts, Provider and Crawford shall reasonably comply with the Company’s written instructions regarding FTC disclosure obligations as well as the corresponding program hashtag (if applicable, as directed by Company) and Company handles as directed by Company.

(v) Company may re-tweet and/or re-post Crawford’s Social Media Posts (and tag Crawford in such posts) and said postings shall not count against the total number of Social Media Posts required as outlined above; provided, however, any such re-tweet or re-post may only be made in connection with the Products; provided, further, no whitelisting or darklisting of such Social Media Posts shall be permitted.

(vi) Company shall deliver to Provider and Crawford written guidance regarding the Company’s legal compliance policies, privacy and social media policies for Social Media Posts, and Provider and Crawford shall use commercially reasonable efforts to comply with such guidance. All Social Media Posts must also include Company-approved disclosure language (#sponsored, #ad, #paid), and Company shall be solely responsible for ensuring that any and all such disclosures comply with all applicable laws, including, without limitation, the FTC’s “Guides Concerning the Use of Endorsements and Testimonials in Advertising”. Company shall indemnify, defend, and hold harmless the Provider Indemnified Parties (as hereinafter defined) from any and all liability arising out of the same.

(vii) Upon Company’s request, Provider shall (or shall require Crawford to) promptly remove or revise any messaging or content that Crawford has previously posted or distributed that relates to the Products.

(j) Provider’s and Crawford’s rendition of any additional services shall be subject to the mutual written agreement of the Parties (including, without limitation, the negotiation of appropriate remuneration in connection therewith).

In connection with any appearances, Shoots, interviews and other activities of Provider and/or Crawford described herein, the Company shall provide for and pay Provider’s and Crawford’s out-of-pocket expenses related to hair, stylist, makeup, security personnel, and ground transportation, as well as Provider’s and Crawford’s publicist and manager and two (2) additional management team members / travel companions. All such arrangements shall be negotiated in good faith, and shall reflect Provider’s and Crawford’s and such personnel’s customary precedents. In addition, if Crawford is required to perform Services at a location that is more than fifty (50) miles from Crawford’s principal residence in Malibu, California, the Company shall provide and pay for hotel and travel arrangements (including, without limitation, hotel in presidential suite or equivalent, cost of heavy private jet transportation or first class airfare for Crawford and business class airfare for the foregoing personnel) for Crawford and the foregoing personnel. Such arrangements shall be negotiated in good faith taking into account Crawford’s and such personnel’s customary precedents. The Company shall provide not less than ninety (90) days’ notice of the dates Company shall request Crawford’s Services. Provider agrees to respond promptly to the Company’s inquiries regarding Crawford’s availability and if not available, provide the Company with alternate dates.

2. Rights to Promotion Materials.

Provider acknowledges and agrees that Company will own all right, title, and interest in and to any and all advertising, marketing, and promotional materials used in connection with Company’s manufacturing, distribution, and sale of the Products, except to the extent that any such materials contain any intellectual property owned by Provider or any entity affiliated with Provider, including, without limitation, trademarks, copyrights, the name, image, likeness, voice, and persona of Crawford and Crawford’s personality rights. Notwithstanding the forgoing, Company acknowledges that it shall have no right, title or interest in or to any entertainment content into which Provider or Crawford elects to include Company promotional material. All rights which are not specifically granted and licensed to Company in this Agreement are hereby reserved by Provider, and Provider may exercise such rights at any time. For the avoidance of any doubt, this Agreement does not grant any right, title, or interest in or to the Brand Rights (as hereinafter defined) as a result hereof, except as expressly set forth herein.

3. Compensation.

In consideration of the performance by Provider and Crawford of the Services, Company shall provide to Provider the following consideration:

(a) Base Compensation.

(i) Beginning on the Effective Date, and continuing on or before the last day of each subsequent calendar quarter thereafter through the end of the Term, the Company shall make a cash installment payment to Provider equal to One Hundred Twenty-Five Thousand United States Dollars ($125,000 USD) in accordance with Section 3(c) below.

(ii) Notwithstanding anything in this Agreement to the contrary, if the Term ends upon the occurrence of a Cause Event (as defined below) relating to Provider or Crawford, all future payments under this Section 2(a) relating to payment dates subsequent to such termination will be forfeited.

(b) Performance Payments.

(i) In further consideration of the performance by Provider of the Services, in the event the Company becomes Publicly Traded, the Company shall pay to Provider upon each occurrence of a Vesting Event (as defined below) Five Million United States Dollars ($5,000,000 USD) (a “Performance Payment”).

(ii) Notwithstanding anything in this Agreement to the contrary, in order for any Performance Payment to be made, this Agreement must remain in effect and Provider must continue to provide the Services described in Section 1 in accordance with the terms and subject to the conditions of this Agreement through and including the date of any relevant Vesting Event for any Performance Payment. In the event this Agreement is terminated or Provider ceases to perform the Services described in Section 1 in accordance with the terms and subject to the conditions of this Agreement for any reason, all Performance Payments that have not been paid and earned at the time of such termination or cessation of Services will be forfeited.

(iii) Subject to Section 3(b)(ii) above, a Performance Payment will occur only once upon the occurrence of a Vesting Event (it being understood that if the Company Equity Value, as defined below, subsequently declines below the threshold for a particular Vesting Event, no additional Performance Payments will be granted if the Company Equity Value later attains or exceeds that same threshold).

(iv) The Parties agree that the purpose of the Performance Payments is to reward Provider upon the Company and its subsidiaries (and/or their successors) achieving certain valuation thresholds in connection with trading on the public markets, irrespective of changes to the Company’s legal or corporate structure. In the event of adjustments to the Company’s legal or corporate structure (including reorganizations, conversions of corporate form, distributions, recapitalizations, etc.), the rights and benefits of Provider hereunder shall be adjusted appropriately so as to replicate as nearly as practicable the benefits granted to Provider hereunder (subject in each case to the terms and provisions of this Agreement).

(v) Any Performance Payment shall be paid to Provider as soon as possible following the Vesting Event, but in no event later than March 15 of the calendar year following the calendar year in which the Vesting Event occurred.

(vi) In the event that the Company does not become Publicly Traded by June 1, 2022, the parties will negotiate additional triggers for Provider’s entitlement to a Performance Payment based on the fair market value of the Company as a private enterprise as of such date, as determined by a third-party appraisal, and the achievement of increases to that fair market value that are, in relative terms, substantially similar to those provided for in this Section 3(b).

(c) Wiring Instructions. Company shall be solely responsible for any costs and/or fees associated with making any and all payments to Provider as required under this Agreement, including, without limitation, wire transfer fees. Company shall pay all sums due to Provider by wire transfer to the following account, unless otherwise instructed by Provider and memorialized in a written amendment to this Agreement, duly executed by authorized signatories of, and delivered by, each of the Parties hereto:

(d) No Deductions. Except as legally required, Company shall not deduct from, setoff or offset any amount payable to Provider hereunder for any reason. For purposes of illustration but without limitation, Company may not deduct: Union Fees, uncollectible accounts, wire transfer fees, bank fees or any other fees associated with making any and all payments to Provider, slotting fees, advertising or other expenses of any kind, the costs incurred in the operation of the business contemplated hereunder, or the conversion of any currency into United States Dollars.

(e) Home Gym. Company hereby acknowledges and agrees that upon the execution of this Agreement, Company shall, at Company’s sole cost and expense, reasonably outfit Crawford’s home gym in one of Crawford’s residences, to be designated in Crawford’s discretion, with a commercially reasonable amount and assortment of Products.

4. Provider’s Representations and Warranties.

Provider represents and warrants to Company that, as of the date hereof:

(a) The execution and delivery of this Agreement by the Provider and the performance by Provider and Crawford of the covenants and obligations contemplated hereunder are not, to the best of Provider’s knowledge, in violation or breach of, do not and will not (with or without the passage of time or the giving of notice) conflict with or constitute a default under, and will not accelerate or permit the acceleration of the performance required by, any material agreement to which Provider is a party or by which Provider or any of its assets is bound or under any law applicable to Provider.

(b) Provider will, and will require Crawford to, perform the Services hereunder diligently and in a professional, first class manner consistent with general industry standards and practices and will comply with all applicable laws, rules, regulations and standards in completing such Services.

(c) Subject to last paragraph of this Section 4, to the best of Provider’s knowledge, no materials delivered or otherwise furnished by Provider hereunder, including without limitation, all graphics, music, sound, images, files, photos, animation, artwork, text, data, information, messages, hypertext links, scripts, and all other dramatic, artistic, literary, and musical materials, ideas and other intellectual properties furnished or selected by Provider or any third party engaged by Provider, and contained in or used in connection with the transactions contemplated hereby or Provider’s social media posts or the distribution, advertising, publicizing or other use or exploitation thereof, will, when used in accordance with the terms and conditions of this Agreement, infringe the rights of any third party.

(d) To the best of Provider’s knowledge, Provider shall refrain from knowingly using any material in any content provided to Company that would cause Company to be required to pay any fee to a third party or to incur any cost without the Company’s consent (including, without limitation, any Union Fees).

Notwithstanding the foregoing, the Company shall be responsible for paying for and obtaining all third party rights, licenses, permissions and/or clearances required for the worldwide production, distribution, exhibition and exploitation of materials that the Company desires to use that Provider notifies the Company Provider does not own.

5. Company Representations and Warranties.

Company represents and warrants to Provider and Crawford that, as of the date hereof:

(a) Organization and Capitalization. The Company is a corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware with the power and authority to own its assets and operate its business.

(b) Authority. The Company has full legal right, power and authority to enter into and perform its obligations under this Agreement. This Agreement has been duly authorized by all necessary corporate action on the part of the Company and, assuming due authorization, execution and delivery hereof by Provider, constitutes the binding and enforceable obligation of the Company in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws (as defined below) affecting the enforcement of creditors’ rights generally and general principles of equity. The Products shall at all times be designed, developed, manufactured, distributed, advertised, labeled, tested, marketed, promoted, offered for sale, sold, and otherwise exploited in accordance with all applicable Laws.

(c) No Conflict. The execution and delivery of this Agreement by the Company, the performance by it of the covenants and obligations contemplated hereunder, and the consummation by it of the transactions described hereunder, are not in violation or breach of, do not and will not (with or without the passage of time or the giving of notice) conflict with or constitute a default under, and will not accelerate or permit the acceleration of the performance required by, any of the terms or provisions of the Company’s organizational documents or any material contract to which the Company or any Subsidiary (as defined below) is a party or by which the Company, any Subsidiary or any of its or their assets is bound, or under any law or governmental order applicable to the Company or any Subsidiary, and do not require consent or approval from any Person (as defined below). There is no pending or threatened litigation which may affect Company’s ability to fully perform its obligations herein.

(d) Compliance with Laws. Company and each of Company’s parents, subsidiaries and affiliated companies (collectively, “Company Parties”) shall comply with and act in accordance with (i) any and all applicable laws and other legal obligations including, without limitation, local, state, federal and international directives, rules, assessments, regulations, filing requirements, ordinances, statutes, codes, guides, judgments and civil or common law; (ii) conventions and treaties to which any country, region and/or portion of the United States, and any legal subdivisions thereof, is a party; and (iii) industry and trade-association standards, rules or regulations (all of the foregoing in sub-sections (i), (ii) and (iii) are, individually and collectively, as “Laws”).

(e) Products. The Products and all advertising and promotional efforts by Company (including, as applicable, its designees) shall be of high quality in design, material, workmanship, and execution. No injurious, deleterious or defamatory material, writing or images shall be used in connection with the Products, Crawford’s endorsement of the Products or the results and proceeds of Crawford’s Services. The Products shall be merchantable and fit for the intended use herein, shall in all respects be safe to consumers and shall be manufactured and distributed in accordance with all applicable Laws. Company shall undertake a level of customer service and provide warranties to consumers at least as favorable as is standard in its industry. Company shall comply with any and all product recalls issued by the Consumer Product Safety Commission (CPSC) or any other local, federal or state agency or Laws. Company owns all rights in and to the Products, including by way of example and not limitation, any and all trademarks and service marks used for or in connection therewith (e.g., ‘F45’, etc.), and none of the design, development, manufacture, distribution, advertising and promotion, marketing, exploitation offering for sale, sale, or other exploitation of the Products infringe any intellectual property right or otherwise violate any right of any third party.

(f) No Expenses. Company shall not create, incur or permit any encumbrance, lien, security interest, mortgage, pledge, assignment or other hypothecation upon this Agreement or permit the commencement of any proceeding or foreclosure action on this Agreement or to obtain any assignment thereof, whether or not involving any judicial or nonjudicial foreclosure sales. Company has not and will not, during the Term or at any time after expiration of the Term, create any expenses chargeable to Provider without Provider’s prior written approval of the same in each instance.

6. Term and Termination; Effect of Expiration or Termination.

(a) Term. This Agreement shall become effective on the Effective Date and continue for a period of five (5) years, unless sooner terminated pursuant to the terms hereof (the “Term”). Notwithstanding the foregoing, the Term shall end prior to the expiration of such period, upon (a) the occurrence of a Cause Event or (b) Provider’s delivery of notice upon the occurrence of a Deemed Liquidation Event.

(b) Provider’s Right to Terminate.

(i) Provider shall have the right, but not the obligation, to suspend its performance hereunder and/or terminate this Agreement in its entirety, upon the occurrence of any one (1) or more of the following events: (A) the failure of Company to make any payment required to be made under this Agreement, which failure is not cured within thirty (30) days of Company’s receipt of written notice from Provider of the same; and/or (B) the breach by Company of any of its representations or warranties herein, or the failure of Company to comply with any of the other terms of this Agreement or otherwise discharge its duties hereunder (it being understood that any such failure related to non-payment shall be governed by Section 6(b)(i)(A) above), and such breach or failure, to the extent curable, is not cured within thirty (30) days of Company’s receipt of written notice from Provider of the same; and/or (C) the breach by Company of any provision of this Agreement, or the failure of Company to comply with any of the terms of this Agreement or otherwise discharge Company’s duties hereunder, more than one (1) time during the Term; and/or (D) the failure by Company to procure or maintain insurance pursuant to the terms of this Agreement; and/or (E) any act of gross negligence or wanton misconduct by Company, and such action is not corrected within ten (10) days of Company’s receipt of written notice from Provider of the same; and/or (F) the cessation of operations by Company, including, without limitation, Company’s failure to continuously and diligently offer the Products, for a continuous period of ninety (90) days); and/or (G) the making by Company of an assignment for the benefit of creditors, or the filing by or against Company of any petition under any federal, national, state or local bankruptcy, insolvency or similar Laws, if such filing shall not have been dismissed or stayed within sixty (60) days after the date thereof.

(ii) Company hereby acknowledges that Company shall not have an opportunity to cure any breach which, by its terms, cannot be cured.

(c) Expiration or Termination of Agreement.

(i) Effect or Termination. Upon expiration or termination of this Agreement, all rights granted hereunder shall revert to Provider, and Company shall have no further rights whatsoever. Any Sections and any other obligations under the provisions of this Agreement which, by their term or implication, have a continuing effect, shall survive any expiration or termination of this Agreement. Any and all unpaid amounts under this Agreement for the balance of the Term shall be immediately due as of the effective date of expiration or termination, and shall be paid to Provider no later than: (A) fifteen (15) days from the expiration of this Agreement, or (B) five (5) days from the termination of this Agreement. In no event shall any expiration or termination of this Agreement, or any payment to Provider pursuant to the preceding sentence, excuse Company from any breach or violation of this Agreement, and Provider shall have and hereby reserves all rights and remedies that Provider has, or are granted to Provider by operation of law.

(ii) Return & Destruction. (A) Within six (6) months of any expiration of this Agreement, or termination of this Agreement by Company in accordance with the terms and conditions hereof, and (B) as soon as possible after any termination of this Agreement by Provider in accordance with the terms and conditions hereof, but in no event

later than thirty (30) days thereafter, Company shall, as directed by Provider, destroy or return to Provider, at Company’s sole cost, any and all materials bearing Provider’s and/or Crawford’s intellectual property, as well as all materials used for the Products or any of Company’s advertising and promotional efforts hereunder.

7. Definitions.

(a) “Anti-Prestige Activity” means (i) performance in any pornographic media (including without limitation, pornographic films), or (ii) consumption of illegal drugs (provided this clause (ii) shall not apply to activities in connection with Provider’s movie/TV roles).

(b) “Cause Event” shall mean the occurrence of any of the following, whether such event occurs or is first made public during the Term:

(i) any material breach by Provider of this Agreement which is not cured within thirty (30) days following written notice by Company to Provider of such breach;

(ii) conviction of a felony under the laws of any jurisdiction, if such felony involves moral turpitude and materially impairs Provider’s ability to perform the Services hereunder, provided that (A) termination of this Agreement shall be Company’s sole remedy for the same, and (B) in the event Company wishes to exercise such termination right, it must do so within thirty (30) days following the date of such conviction; or

(iii) Provider or Crawford engaging in any Anti-Prestige Activities.

(c) “Charter” means the Amended and Restated Certificate of Incorporation of the Company (as the same may be further modified, amended or restated in accordance with the provisions thereof).

(d) “Closing Price” means, when used with respect to the Common Stock and for any date, the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case, as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the NASDAQ or, if the Common Stock is not listed or admitted to trading on the NASDAQ, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Common Stock is listed or admitted to trading.

(e) “Common Stock” has the meaning given to such term in the Charter; provided that, in the event the Common Stock is converted or exchanged into Equity Securities of a Subsidiary of the Company in connection with any reorganization, recapitalization, reclassification, consolidation or merger in connection with the initial public offering of the Equity Securities of such Subsidiary, the Equity Security into which such Common Stock is converted or exchanged.

(f) “Company Equity Value” means at any time when the Common Stock is Publicly Traded, the aggregate value of all of the Equity Interests of the Company and its Subsidiaries (assuming conversion or exercise of all Derivative Securities) based on the Closing Price of the Common Stock.

(g) “Derivative Securities” means any securities or rights convertible into, or exercisable or exchangeable for (in each case, directly or indirectly), Equity Interests, including options and warrants.

(h) “Deemed Liquidation Event” shall have the meaning given to that term in the Charter.

(i) “Equity Interest” means, with respect to any Person, any share of capital stock of (or other ownership or profit interests in) such Person, any warrant, option or other right for the purchase or other acquisition from such Person of any share of capital stock of (or other ownership or profit interests in) such Person, any security convertible into or exchangeable for any share of capital stock of (or other ownership or profit interests in) such Person or warrant, right or option for the purchase or other acquisition from such Person of such shares (or such other interests), and any other ownership or profit interest in such Person (including, without limitation, partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such share, warrant, option, right or other interest is authorized or otherwise existing on any date of determination.

(j) “Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

(k) “Public Equity Price” means the price per share of Common Stock on the date the Company first becomes Publicly Traded.

(l) “Public Equity Value” means the aggregate value of all of the Equity Interests of the Company and its Subsidiaries (assuming conversion or exercise of all Derivative Securities) based on the Public Equity Price.

(m) “Publicly Traded” means that the Common Stock is listed or traded on a national securities exchange or over the counter.

(n) “Subsidiary” of any Person shall mean any corporation or other entity of which a majority of the voting power of the voting Equity Interests are owned, directly or indirectly, by such Person.

(o) “Vesting Event” means, at any time that the Common Stock is Publicly Traded, the Company Equity Value first exceeds the Public Equity Value by an incremental $1 billion in Company Equity Value (i.e., each $1 billion increase in Company Equity Value in excess of the Public Equity Value shall be a separate Vesting Event); provided that there shall be no Vesting Events after the Company Equity Value first equals or exceeds $10 billion. For the avoidance of doubt, there shall be multiple, separate Vesting Events under this Agreement, each occurring upon a $1 billion incremental increase in Company Equity Value from the Public Equity Value, until the Company Equity Value first equals or exceeds $10 billion.

8. Indemnification.

(a) Provider shall indemnify, defend and hold Company and Company’s current and future parents, subsidiaries, and affiliates, and each of their respective current and future successors, assigns, representatives, employees, officers, and other agents (“Company Indemnified Parties”) harmless from any third-party claim, damage, loss, liability, cost or expense (including reasonable third party counsel fees and disbursements of counsel) (collectively, “Claims”) resulting or arising solely from any material breach by Provider of any of its express representations, warranties or covenants set forth in this Agreement. The Company Indemnified Parties shall promptly notify Provider of any Claim, and reasonably cooperate with Provider in the defense or settlement of such Claim; provided that, no delay in notification shall affect Provider’s indemnification obligations except to the extent such delay prejudices Provider’s ability to defend such Claim. Provider shall have the right to select counsel and to defend any/or settle such Claim, provided that any such settlement includes a full release for the Company Indemnified Parties. Provider shall not be liable to Company or any third party under this Section 8(a) to the extent that (i) Company is required to indemnify Provider from a Claim pursuant to Section 8(b) below, or (ii) the amount of the Claim exceeds the aggregate compensation actually paid to Provider hereunder during the Term.

(b) Company shall indemnify, and defend and hold Provider and Crawford, and Provider’s current and future parents, subsidiaries, and affiliates, and each of their respective current and future successors, assigns, representatives, employees, officers, and other agents (“Provider Indemnified Parties”) harmless from any and all Claims resulting or arising from any one (1) or more of the following: (i) the distribution, licensing and use of the Products, (ii) any alleged defect in the Products or their implementation, (iii) any material breach by Company of the provisions of any of its representations, warranties or covenants set forth in this Agreement, (iv) the provision of Services pursuant to this Agreement except to the extent that Company is entitled to be indemnified in respect thereof pursuant to Section 8(a) above, (v) the failure by Company to perform any of its obligations under this Agreement, and (vi) any acts, whether by omission or commission by Company, which may arise out of, in connection with, or is any way related to, the Products or this Agreement. The Provider Indemnified Parties shall promptly notify Company of such Claim, and reasonably cooperate with Company in the defense or settlement of such Claim; provided that, no delay in notification shall affect Company’s indemnification obligations except to the extent such delay prejudices Company’s ability to defend such Claim. Company shall have the right to select counsel and to defend any/or settle such Claim, provided that any such settlement includes a full release for the Provider Indemnified Parties. Company hereby agrees that Provider’s approval shall not waive, diminish or negate Company’s indemnification obligations to the Provider Indemnified Parties herein.

(c) Indemnification Process. The Party to be indemnified hereunder (the “Indemnitee”) must give the indemnifying Party hereunder (the “Indemnitor”) prompt written notice of any Claim, and the Indemnitor, in its sole discretion, may then take such action as it deems advisable to defend such Claim on behalf of the Indemnitee. In the event that appropriate action is not taken by the Indemnitor within thirty (30) days after the Indemnitor’s receipt of

written notice from the Indemnitee, the Indemnitee shall have the right to defend such Claim with counsel reasonably acceptable to the Indemnitor, and no settlement of any such Claim may be made without the prior written approval of the Indemnitor, which approval shall not be unreasonably withheld, conditioned or delayed. Even if appropriate action is taken by the Indemnitor, the Indemnitee may, at its own cost and expense, be represented by its own counsel in such Claim. In any event, the Indemnitee and the Indemnitor shall keep each other fully advised of all developments and shall cooperate fully with each other in all respects with respect to any such Claim.

9. Insurance.

Company shall maintain in full force and effect during the Term, with a reputable insurance carrier, a general liability insurance policy with a limit of liability of not less than Two Million United States Dollars (USD $2,000,000) and an umbrella policy with a limit of liability of not less than Five Million United States Dollars (US $5,000,000). Nothing in this Section 9 is intended to limit or affect the indemnification provisions of Section 8 above.

10. Benefit and Assignment.

(a) Except as otherwise provided in this Section 10, this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. This Agreement is of a personal nature with respect to Company, and therefore Company shall not assign, sub-license, encumber or transfer this Agreement or any of its rights or obligations hereunder, directly or indirectly, whether pursuant to any change of ownership, control or otherwise, without Provider’s prior written approval of the same in each instance. Any attempted assignment sub-license, encumbrance or transfer by Company in violation of the foregoing shall be void and of no force or effect. Provider shall have the right to assign, encumber and/or transfer any or all of its rights and/or obligations under this Agreement, in any form or manner, without the knowledge, consent or approval of Company.

(b) Notwithstanding anything to the contrary contained herein, the Parties hereby acknowledge and agree that (i) the Agreement is a personal services contract under which Provider is relying on performance by Company, in which Provider has placed its trust and confidence, (ii) Company provides unique goods and services under this Agreement that are personal in nature to the Company, and (iii) Provider is relying on Company’s performance in particular under this Agreement and would be irreparably harmed by the assignment of this Agreement by Company without Provider’s prior written consent. The Parties further hereby acknowledge and agree that (A) this Agreement is subject to applicable law governing trademarks, including 15 U.S.C. § 1051 et seq. (the “Lanham Act”), (B) under applicable law, this Agreement shall not be assignable by Company without Provider’s prior written consent, and (C) Provider is relying on the restrictions on assignability under applicable law, including the Lanham Act, and under this Agreement, to allow Provider to satisfy its duty to control the quality of goods sold under Crawford’s intellectual property. The Parties further hereby acknowledge and agree that as a result of the foregoing, in the event that Company becomes a debtor in a bankruptcy case under 11 U.S.C. § 101 et seq. (the “Bankruptcy Code”), (x) this Agreement shall not be assignable by Company without Provider’s consent, pursuant to section 365(c)(1) of the Bankruptcy Code, and (y) Provider shall be permitted to exercise its right to terminate this Agreement, pursuant to section 365(e)(2) of the Bankruptcy Code.

11. No Third Party Rights.

This Agreement is entered into among the Parties for the exclusive benefit of the Parties and their successors and permitted assignees. Except as provided herein, this Agreement is expressly not intended for the benefit of any creditor of the Parties or any other Person.

12. No Attack.

Company shall not, during the Term or at any time thereafter, attack or challenge, or lend assistance to any third party in connection with an attack or challenge, of any right, title or interest of Provider in and to any and all intellectual property rights (including, without limitation, copyright, patent and trademark rights), whether now known or hereafter devised, in and to any and all materials of any sort utilizing, or any rights arising out of, Crawford’s name, image, likeness, voice, persona, signature, biographic information, and rights of publicity, including all such materials as may be developed by Company and all goodwill that is attached or may become attached to the foregoing, whether by way of (individually and collectively, the “Brand Rights”): (a) an application for and/or an opposition against any intellectual property rights relating to the Brand Rights, (b) adoption of any intellectual property rights confusingly similar to, or that infringes, any of the Brand Rights, or (c) any lawsuit, cancellation proceeding or action, or otherwise. Company shall not represent in any filing, presentation, document or other statement, whether written or verbal, that Company or any third party is the owner of the Brand Rights or any other endorsement rights hereunder, and Company shall not use or display any of the foregoing except as expressly permitted herein.

13. Brand Restrictions.

(a) Company shall not enter into any license agreement or acquire any rights in or to any photographs or other assets of Crawford from any party other than Provider for use during the Term, whether for use in connection with the Products or otherwise, without Provider’s prior written approval of the same in each instance, which approval may be granted or withheld in Provider’s sole and absolute discretion. Company shall not, during the Term or at any time thereafter: (i) defame or disparage the Brand Rights (or any portion thereof) or Provider, or Crawford, nor shall Company place the Brand Rights (or any portion thereof), Provider or Crawford in a negative light, whether in connection with this Agreement or otherwise, or (ii) utilize the Brand Rights (or any portion thereof) in association with, nor shall Company associate Crawford with any products other than the Products, including without limitation the following: (A) any tobacco or products/paraphernalia related thereto (e.g., cigarettes, etc., but specifically excluding cigars); (B) any narcotics or products/paraphernalia related thereto; (C) mortuaries, cemeteries and/or other products or services relating to death; (D) pornography or other “adult only” or sexually explicit activities or services (including video tapes, books, magazines, tapes, pornography, sex toys, condoms, software and online and telephone services and other mediums now in existence or hereafter devised); (E) massage parlors or prostitution, dating or escort agencies or services; (F) weapons; or (G) any products and/or services that denigrate or discriminate against individuals based on race, national origin, gender, religion, disability, ethnicity, sexual orientation, gender identity or age.

(b) Company acknowledges and agrees that: (i) any and all use of the Brand Rights and/or any intellectual property rights related to Crawford (e.g. exploitation of a copyrighted photograph of Crawford), whether in connection with the Products or otherwise, requires the consent and authorization of Provider in each instance, (ii) Provider is the only person or entity that can authorize the use of Brand Rights on or in connection with any products or services throughout the world, and (iii) should Company or any third party desire to manufacture, advertise, sell, offer or otherwise exploit any products or services related to Crawford, any and all such acts would be a use of the Brand Rights and would therefore require the prior written consent of Provider in each instance.

(c) Provider shall own all right, title and interest (including, without limitation, all intellectual property rights) in and to any: (i) domain names that are similar to, use and/or incorporate the Brand Rights, or any variation thereof (“Domain Names”), (ii) corporate, trade or business names that are similar to, use and/or incorporate the Brand Rights, or any variation thereof (“Business Names”), and (iii) the Crawford’s verified social media accounts and other social media accounts (e.g., on Twitter, Facebook, Instagram, etc.) that are branded with any Brand Rights, or any variation thereof (together with the Domain Names and Business Names, the “Brand Names/Accounts”). During the Term and at all times thereafter, Company shall have no right to, and hereby agrees not to, register any Brand Name/Account incorporating, in whole or in part, Brand Rights or any variation(s) or derivative(s) thereof. Should Company register any Brand Name/Account incorporating any Brand Rights or any variation(s) or derivative(s) thereof, Company shall transfer the same to Provider, immediately upon Provider’s request.

14. Force Majeure.

(a) All incidents of force majeure, being circumstances beyond the reasonable control of any Party and which have, or may have, a material effect on the ability to perform under this Agreement, including, but not limited to, failure of power or other utility supplies; fire; flood; earthquake; other natural disaster; explosion; riot, strike or lockout of that party’s work force; civil insurrection or unrest; terrorist activity; war (whether war be declared or not); and laws, regulations and acts of any governmental, transnational or local authority (“Force Majeure”), shall for the duration and to the extent of the effects caused thereby release the Parties from the performance of their contractual obligations hereunder, except with respect to Company’s payment obligations to Provider hereunder, which shall remain in full force and effect. A Party who has suffered a Force Majeure event shall notify the other Party without delay of any such incident(s).

(b) Each Party shall take all reasonable steps to avoid or restrict Force Majeure events and to mitigate any loss therefrom.

(c) In the event of an incident or incidents of Force Majeure, the Parties shall as soon as reasonably possible resume performance of their obligations hereunder (if at all possible).

15. Notices.

All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the Party to be notified, (b) when sent by confirmed facsimile if sent during normal business hours of the recipient, (c) seven (7) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the respective Parties at their address as set forth below, or to such e-mail address, facsimile number or address as subsequently modified by written notice given in accordance with this Section 15. Notices shall be sent as follows:

If to Provider:

Craw Daddy Productions, Inc.

c/o Holthouse Carlin & Van Trigt LLP

11444 W. Olympic Blvd., 11th Floor

Los Angeles, CA 90064

Attention: Julie C. Miller

with copies (which shall not be deemed notice) to:

Thompson Hine LLP

One Alliance Center

3560 Lenox Road, Suite 1600

Atlanta, GA 30326

Attention: Peter W. Smith

and

Glenn Rotner

27312 Winding Way

Malibu, CA 90265

If to Company:

F45

801 Barton Springs Way, 9th Floor

Austin, TX 78704

Attention: Chief Legal Officer

with a copy to:

King & Spalding LLP

50 California Street

Suite 3300

San Francisco, CA 94105

Attention: Darren Gardner

16. Amendment; Waiver.

No modification of or amendment to this Agreement shall be valid unless in a document signed by both Parties hereto and referring specifically to this Agreement and stating the Parties’ intention to modify or amend the same. Any waiver of any term or condition of this Agreement must be in a document signed by the Parties sought to be charged with such waiver referring specifically to the term or condition to be waived, and no such waiver shall be deemed to constitute the waiver of any other breach of the same or of any other term or condition of this Agreement.

17. Severability and Modification.

Each provisions and term of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision or term of this Agreement shall be held to be prohibited by or invalid under such applicable law, then, such provision or term shall be ineffective only to the extent of such prohibition or invalidity, without invalidating or affecting in any manner whatsoever the remainder of such provisions or term or the remaining provisions or terms of this Agreement.

18. Governing Law and Dispute Resolution.

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS APPLICABLE TO AGREEMENTS MADE AND TO BE WHOLLY PERFORMED WITHIN THAT STATE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW THEREUNDER. EACH PARTY AGREES THAT, IN CONNECTION WITH ANY LEGAL SUIT OR PROCEEDING ARISING OUT OF OR WITH RESPECT TO THIS AGREEMENT, IT SHALL SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL AND STATE COURTS LOCATED IN TRAVIS COUNTY, TEXAS AND BY EXECUTING THIS AGREEMENT AGREES TO VENUE IN SUCH COURTS AND CONSENTS TO SUCH COURTS’ JURISDICTION. PROCESS IN ANY SUIT OR PROCEEDING REFERRED TO IN THE PRECEDING SENTENCE MAY BE SERVED ON ANY PARTY ANYWHERE IN THE WORLD. EACH OF THE PARTIES HEREBY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY AND ALL ACTIONS OR PROCEEDINGS IN ANY COURT, WHETHER THE SAME IS BETWEEN THEM OR TO WHICH THEY MAY BE PARTIES, AND WHETHER ARISING OUT OF, UNDER, OR BY REASON OF THIS AGREEMENT, OR ANY ACTS OR TRANSACTIONS HEREUNDER OR THE INTERPRETATION OR VALIDITY THEREOF, OR OUT OF, UNDER OR BY REASON OF ANY OTHER CONTRACT, AGREEMENT OR TRANSACTION OF ANY KIND, NATURE OR DESCRIPTION WHATSOEVER, WHETHER BETWEEN THEM OR TO WHICH THEY MAY BE PARTIES.

19. All Rights Cumulative; Equitable Relief.

(a) All Rights Cumulative. All rights and remedies conferred upon or reserved by the Parties in this Agreement shall be cumulative and concurrent and shall be in addition to all other rights and remedies available to such Parties at law or in equity or otherwise, including, without limitation, requests for temporary and/or permanent injunctive relief. Such rights and remedies are not intended to be exclusive of any other rights or remedies and the exercise by either Party of any right or remedy herein provided shall be without prejudice to the exercise of any other right or remedy by such Party provided herein or available at law or in equity.

(b) Equitable Relief. The Parties hereby acknowledge and agree that any breach by a Party hereunder shall cause the non-breaching Party irreparable harm for which there is no adequate remedy at law, and in the event of such breach, the non-breaching Party shall be entitled to, in addition to other available remedies, seek injunctive or other equitable relief, including, without limitation, interim or emergency relief, including, without limitation, a temporary restraining order or injunction, before any court with applicable jurisdiction, to protect or enforce its rights.

20. Independent Contractor.

In rendering the Services to be rendered by Provider and/or Crawford hereunder, Provider and Crawford shall each be an independent contractor. Nothing contained herein shall be deemed to constitute either Provider or Crawford as the partner or agent of Company or Company as the partner or agent of Provider or Crawford. Neither Company, on the one hand, nor Crawford nor Provider, on the other hand, shall have the power or authority to bind the other with respect to third parties or to represent to third parties that they have such authority. The Parties acknowledge that nothing in this Agreement constitutes Provider or Crawford as an employee of Company.

21. Entire Agreement; Further Assurances.

This Agreement together with Exhibit A attached hereto, constitutes the entire agreement and understanding between and among the Parties with respect to the subject matter hereof, and supersedes any other prior written or oral agreement or understandings between and among the Parties with respect to the subject matter hereof. Each Party shall, at the other Party’s request, execute and deliver such instruments or take such other actions as may be reasonably requested to effectively carry out the terms and provisions of this Agreement.

22. Counterparts.

This Agreement may be executed in two (2) or more counterparts (and may be executed and delivered via facsimile in two (2) or more counterparts), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Each of the Parties agrees that an electronic or digital signature evidencing a Party’s execution of this Agreement shall be effective as an original signature and may be used in lieu of the original for any purpose.

23. Titles and Subtitles; Construction.

The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. All words used in this Agreement will be construed to be of such gender or number as the circumstances require. Unless otherwise expressly provided, the word “including” does not limit the preceding words or terms.

24. Joint Draft.

The Parties have participated jointly in the drafting of this Agreement. If an ambiguity or question of intent or interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or burdening any Party by virtue of the authorship of any of the provisions of this Agreement.

25. 409A

The Parties intend that this Agreement and the benefits provided hereunder be interpreted and construed to be exempt from or to otherwise comply with Internal Revenue Code (the “Code”) Section 409A to the extent applicable thereto. Notwithstanding any provision of this Agreement to the contrary, this Agreement shall be interpreted and construed consistent with this intent, provided that the Company shall not be required to assume any increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will be exempt from or otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement will be exempt from or otherwise comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company, its affiliates, nor their respective directors, officers, employees or advisers shall be liable to Provider (or any other individual claiming a benefit through Provider) for any tax, interest, or penalties Provider may owe as a result of compensation or benefits paid under this Agreement, and the Company and its affiliates shall have no obligation to indemnify or otherwise protect Provider from the obligation to pay any taxes pursuant to Code Section 409A or otherwise.

[SIGNATURE PAGE TO PROMOTIONAL AGREEMENT]

IN WITNESS WHEREOF, the Parties have executed this Agreement to be effective as of the date first above written.

“Company”

 

F45 TRAINING HOLDINGS INC.

By:   /s/ Adam Gilchrist
Name:   Adam Gilchrist
Its:   CEO

“Provider” f/s/o “Crawford”

 

CRAW DADDY PRODUCTIONS, INC. F/S/O CINDY CRAWFORD
By:   /s/ Cindy Crawford
Name:   Cindy Crawford
Its:    

EXHIBIT A

Standard Terms

The following standard terms are hereby incorporated into the Agreement:

 

  A.

Exclusivity.

 

  a.

Subject to clause A.c. of the Standard Terms below, during the Term, Provider shall not, directly or indirectly, authorize (nor has Provider authorized, prior to the Term, which authority is still in effect) the use of Crawford’s name, picture, image, voice, likeness, signature and/or biographical information, nor will Crawford render any services, post about, sponsor, promote, give any testimonials or endorsements in any advertising in any medium, nor engage in any promotional, marketing, endorsement or activities, in connection with any product/service directly competitive with the Products (collectively, “Competitive Products”), defined as follows: fitness training business (home or traditional); class-focused fitness centers; group fitness classes; personal fitness training franchises; gym services; resistance training; yoga; pilates; cycling; dance fitness classes; martial or mixed martial arts-based fitness training; boxing-based fitness training; fitness bootcamps. By way of example only, the following gym or fitness service providers are considered Competitive Products: CrossFit, Orange Theory, Barry’s Bootcamp, Soul Cycle, Fly Wheel, Planet Fitness, Anytime Fitness, Equinox, Training Mate, Mirror, Jazzercise and Les Mills.

 

  b.

Subject to clause A.c. of the Standard Terms below, during the Term, Provider shall not, directly or indirectly, do the following:

 

  i.

Divert, or attempt to divert, any business or customer of the Company or its affiliates to any Competitive Products; or

 

  ii.

Unless released in writing by the Company, employ or seek to employ any person who is at that time employed by the Company or its affiliates, or otherwise directly or indirectly induce such person to leave his or her employment.

 

  c.

Notwithstanding anything to the contrary in these Standard Terms or in the Agreement:

 

  i.

Nothing shall limit Provider’s or Crawford’s right to appear (i) in any of the entertainment fields or in the entertainment, news or informational portion of any program, film, publication or other production or live event, regardless of the media through which such program, film, publication or other production or live event is exhibited, and/or (ii) in connection with the advertising, promotion, merchandising and/or publicity materials therefor, regardless of sponsorship or products or services used therein.

  ii.

For the avoidance of doubt, (i) Crawford may appear as a participant or guest at events, regardless of sponsorship or products used therein (e.g., Crawford may participate in charity events and appear on a guest line or “red carpet” containing a backdrop with names of Competitive Products); (ii) Crawford may appear in purely editorial material (e.g., a magazine spread) which uses and/or credits Competitive Products; (iii) Crawford may appear in advertising and/or promotional materials for other products, which materials contain the incidental appearance of Competitive Products; and (iv) nothing herein or in the Agreement shall prevent Provider’s or Crawford’s passive investment in any enterprise, product or service whatsoever.

 

  iii.

For the further avoidance of doubt, paparazzi and other press footage and photographs containing Competitive Products shall not be deemed a breach hereunder.

 

  B.

Grant of Rights.

 

  a.

Creative Ownership. Subject to clause B.c. of the Standard Terms below:

The ownership of all designs, products, intellectual property, promotional and digital materials, and all any and all rights whether now known or hereafter devised in and to the results and proceeds of Provider’s and Crawford’s Services hereunder, including, without limitation, any contributions Provider or Crawford makes in connection with any of the foregoing, are the sole property of the Company. All results and proceeds of every kind of services heretofore and hereafter to be rendered by Provider or Crawford in connection with the Products, including without limitation, all ideas, suggestions, themes, titles and other material, whether in writing or not in writing, at any time heretofore or hereafter created or contributed by Provider or Crawford which in any way relate to the Products (collectively referred to as the “Work”) was or will be created as a work-for-hire for Company. The Work was specifically commissioned by Company and, as such, is a “work-made-for-hire” as such term is used in the United States Copyright Act, and Company is and shall be deemed the author thereof. Provider acknowledges that Company, as the author of the work, is the sole and exclusive owner of all rights in and to the Work and is entitled to the copyrights (and all extensions and renewals of copyrights) therein and thereto, with the right to make such changes therein and such uses thereof as Company may determine. To the extent the foregoing may, for any reason, not vest in Company, all rights of every kind, in all media whether now or hereafter known, in perpetuity throughout the universe, Provider hereby assigns the same to Company. Provider hereby waives all rights of droit moral or “moral rights of the author” or any similar rights or principles at law which Provider may now or later have in the Work.

  b.

Use of Provider’s Name and Likeness. Subject to the Company’s compliance in each case with the restrictions and requirements set forth in the Agreement (including Provider’s approval and consent rights), Provider grants to Company the worldwide, non-exclusive, right and license to use, publicly display, publicly perform, reproduce, broadcast, amplify, whitelist, transmit, exhibit, disseminate and distribute Crawford’s name, image, and likeness solely for and in connection with the promotion of the Products during the Term (for clarity, including in connection with the Services).

 

  c.

Provider Retention of Rights. Notwithstanding anything to the contrary set forth in this Agreement, except for the limited license expressly provided in the Agreement and in these Standard Terms, Provider retains all worldwide rights in the Brand Rights, including, without limitation, Crawford’s name, likeness, voice, persona, and image.

 

  d.

Reverse License. Company hereby grants to Provider and Crawford, a royalty-free, perpetual, fully-paid, right and license to utilize the results and proceeds of the Services hereunder, in its entirety or any portions thereof, in all media now known or hereafter developed, throughout the universe, as follows: (i) on any one (1) or more of Provider’s and/or Crawford’s websites, social media accounts and all successor medias thereto, whether now known or hereinafter developed; and (ii) in connection with historical and archival purposes (e.g., documentary, commentary, corporate retrospective, historical files on websites of Provider).

 

  C.

Approvals.

 

  a.

Company shall approve all Social Media Posts prior to upload by Provider or Crawford. Provider will submit all promotional Social Media Posts to Company for approval a reasonable time before posting, and Company shall review such Social Media Posts and provide feedback to Provider. Provider shall use reasonable efforts to incorporate such feedback into the Social Media Posts. Provider shall resubmit the content to Company for review, and Company shall be entitled to additional rounds of feedback until the content is approved by Company for posting. For the avoidance of doubt, Provider nor Crawford shall post any content in connection with this Agreement without the prior written approval of Company. Company shall not use Crawford’s name, image, voice, persona, likeness, or any other Brand Rights, on any assets or marketing materials related to the Products and/or Crawford’s affiliation with the Products (including use of previously approved items in connection with a new use or context)

  without Provider’s prior written approval of the same in each instance. Provider shall respond to each request for approval from Company within five (5) days of Provider’s receipt of such request (“Approval Window”); provided, however that Provider’s silence or failure to respond to any such request prior to the expiration of the Approval Window shall be deemed Provider’s disapproval of the materials and/or content contained in such request for approval. Company hereby acknowledges that Provider’s approval of any particular materials or content for a specific purpose shall only be deemed an approval for said purpose. Company shall be required to re-submit any previously approved materials and/or content to the extent Company wishes to use the same for other purposes. Company hereby acknowledges that, in the event Company fails to obtain Provider’s consent or approval for any act or omission requiring such consent or approval (e.g., use of Crawford’s name, image, likeness, voice, or persona, etc.), the same shall be deemed a non-curable breach of this Agreement entitling, but not requiring, Provider to immediately terminate this Agreement.

 

  b.

Company acknowledges that, if any materials produced hereunder are of inferior quality in material and/or workmanship or not in accordance with applicable Laws, then the substantial goodwill which Provider has built up and now possesses in the Brand Rights will be impaired. As such, Company shall use Company’s best efforts to operate the business contemplated hereunder in a manner consistent with the high prestige and quality associated with Provider, Crawford, the Brand Rights and the Crawford Rights.

 

  D.

Confidentiality.

 

  a.

Neither Provider nor Crawford will disclose any Company Confidential Information (as defined below). Nothing contained in this paragraph shall prevent Provider or Crawford from disclosing (i) any information, on a need-to-know and confidential basis, to Provider’s or Crawford’s business and legal representatives or (ii) any information required to be disclosed by law or legal process. “Company Confidential Information” shall mean information which is confidential in nature and/or of great value to Company and obtained by Provider or Crawford hereunder, and shall include, without limitation, (A) trade secrets; (B) business, financial, legal or contractual matters of or pertaining to Company and its affiliates, and their respective officers, directors, shareholders and employees (hereinafter, the foregoing are collectively referred to as “Company Related Parties”); (C) any other private and confidential matters concerning Company or any of the Company Related Parties; and (D) information pertaining to the terms of this Agreement.

  b.

The Company will not disclose (and shall cause its directors, officers, employees, contractors and affiliates not to disclose) any Provider Confidential Information (as defined below). Nothing contained in this paragraph shall prevent Company from disclosing (i) any information, on a need-to-know and confidential basis, to Company’s business and legal representatives or (ii) any information required to be disclosed by law or legal process. “Provider Confidential Information” shall mean information, which is confidential in nature and/or of great value to Provider and/or Crawford, and shall include, without limitation, (A) personal information or matters about Provider, Crawford, or Crawford’s family, friends, representatives and employees; (B) business, financial, medical, legal or contractual matters of or pertaining to Provider or Crawford and/or Provider’s or Crawford’s business entities and their respective officers, directors, shareholders and employees (hereinafter, the foregoing are collectively referred to as “Provider Related Parties”); (C) any other private and confidential matters concerning Provider, Crawford or any of the Provider Related Parties; and (D) information pertaining to the terms of this Agreement.

EX-10.36 14 d144166dex1036.htm EX-10.36 EX-10.36

Exhibit 10.36

Execution Copy

PROMOTIONAL AGREEMENT

THIS PROMOTIONAL AGREEMENT (“Agreement”) is entered into this 25th day of June 2021 and shall be effective July 1, 2021 (the “Effective Date”) by and between Avalon House, Inc., a Delaware corporation (“Company”) Craw Daddy Productions, Inc. (“Provider”) f/s/o Cindy Crawford (“Crawford”). Company and Provider are referred to herein collectively as the “Parties” and each as a “Party.”

RECITALS

A. Crawford is an internationally renowned supermodel and celebrity spokesperson.

B. Company is an international franchisor of fitness/group training facilities.

C. Company wishes to engage Provider to require Crawford to provide promotional and related services to the Company and provide the Company with the right to use Crawford’s approved name and approved likeness to promote the Company’s products and services, pursuant to the terms of this Agreement.

AGREEMENT

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows (any capitalized terms not otherwise defined herein shall have the meanings set forth in Section 7):

1. Services.

During the Term (as defined below), Provider shall require Crawford to devote a reasonable amount of Crawford’s time necessary to comply with the obligations under this Agreement to promote and participate in mutually approved marketing opportunities for the Company and its subsidiaries in connection with the Company’s Avalon House branded training equipment and programming owned by Company and the Company’s Avalon House branded product lines (collectively, the “Products”). Provider shall also require Crawford to permit use of her approved (in writing) name in connection with the promotion of the Products during the Term, it being specifically understood that all rights to use Crawford’s approved (in writing) name in connection with the Products hereunder shall specifically exclude any and all derivatives and/or variations thereof, unless otherwise approved in writing by Provider in each instance. In addition to the above, Provider and Crawford shall be expected to contribute to opportunities which shall consist of the following services (individually and collectively, the “Services”):

(a) During the Term, Provider shall require Crawford to produce a mutually approved (in writing) number of social media posts (but no less than ten (10)) per year of the Term) in any of the following manners: (i) in-feed Instagram posts (still, video or boomerang); (ii) Instagram stories; (iii) Facebook posts and live videos; and/or (iv) Twitter tweets, all of which shall be issued on Crawford’s verified social media channels to the extent maintained by Provider and/or Crawford (the “Social Media Posts”), it being understood that each such social media channel counts as a separate post. For avoidance of doubt, the Instagram story frames shall include, if possible, the swipe-up feature with a link provided by Company. The Social Media Posts shall

 

1

be posted on a date and time mutually agreed upon by both Parties during the Term. For the avoidance of doubt, Provider and Crawford shall follow guidelines for content and creative for the Social Media Posts as provided by the Company and approved in writing by Provider. It is understood and agreed by the Parties that the Social Media Posts may, if and to the extent not utilized by Company pursuant to the terms of this Section 1, be used in Company’s discretion by and for the benefit of Company’s parent, F45 Training Holdings Inc., pursuant to and subject to the terms of Section 1(i) of that certain Promotional Agreement by and between F45 Training Holdings Inc. and Provider (the “F45 Promotional Agreement”), provided that in no event shall the aggregate minimum number of Social Media Posts required to be made by Provider under this Agreement and the F45 Promotional Agreement together exceed twenty (20) per year of the Term.

(b) Provider shall share copy and any accompanying content (such as photos or video) for the Social Media Posts with Company for approval at a reasonable time prior to posting unless otherwise directed by Company (and neither Provider nor Crawford shall post any content for the Social Media Posts without Company’s express prior written approval).

(c) Provider agrees to require Crawford to leave Social Media Posts on Crawford’s verified social channels during the Term, but may remove such Social Media Posts post-Term.

(d) In connection with the Social Media Posts, Provider and Crawford shall reasonably comply with the Company’s written instructions regarding FTC disclosure obligations as well as the corresponding program hashtag (if applicable, as directed by Company) and Company handles as directed by Company.

(e) Company may re-tweet and/or re-post Crawford’s Social Media Posts (and tag Crawford in such posts) and said postings shall not count against the total number of Social Media Posts required as outlined above; provided however any such re-tweet or re-post may only be made in connection with the Products; provided, further, no whitelisting or darklisting of such Social Media Posts shall be permitted.

(f) Company shall deliver to Provider and Crawford written guidance regarding the Company’s legal compliance policies, privacy and social media policies for Social Media Posts, and Provider and Crawford shall use commercially reasonable efforts to comply with such guidance. All Social Media Posts must also include Company-approved disclosure language (#sponsored, #ad, #paid), and Company shall be solely responsible for ensuring that any and all such disclosures comply with all applicable laws, including, without limitation, the FTC’s “Guides Concerning the Use of Endorsements and Testimonials in Advertising”. Company shall indemnify, defend, and hold harmless the Provider Indemnified Parties (as hereinafter defined) from any and all liability arising out of the same.

(g) Upon Company’s request, Provider shall (or shall require Crawford to) promptly remove or revise any messaging or content that Crawford has previously posted or distributed that relates to the Products.

 

2

(h) Provider and Company shall mutually approve in writing any press release and any Q&A regarding Provider’s and/or Crawford’s affiliation with the Products and/or Company. Nothing contained herein shall prevent Provider from issuing any press release that merely states, as a matter of fact, and as part of a listing of Crawford’s other endorsements, that Crawford is an endorser of the Products.

(i) Provider’s and Crawford’s rendition of any additional services shall be subject to the mutual agreement of the Parties (including, without limitation, the negotiation of appropriate remuneration in connection therewith).

In connection with any activities of Provider and/or Crawford described herein, the Company shall provide for and pay Provider’s and Crawford’s out-of-pocket expenses related to hair, stylist, makeup, security personnel, and ground transportation, as well as Provider’s and Crawford’s publicist and manager and two (2) additional management team members / travel companions. All such arrangements shall be negotiated in good faith, and shall reflect Provider’s and Crawford’s and such personnel’s customary precedents. In addition, if Crawford is required to perform Services at a location that is more than fifty (50) miles from Crawford’s principal residence in Malibu, California, the Company shall provide and pay for hotel and travel arrangements (including, without limitation, hotel in presidential suite or equivalent, cost of heavy private jet transportation or first class airfare for Crawford and business class airfare for the foregoing personnel) for Crawford and the foregoing personnel. Such arrangements shall be negotiated in good faith taking into account Crawford’s and such personnel’s customary precedents. The Company shall provide not less than ninety (90) days’ notice of the dates Company shall request Crawford’s Services. Provider agrees to respond promptly to the Company’s inquiries regarding Crawford’s availability and if not available, provide the Company with alternate dates.

2. Rights to Promotion Materials.

Provider acknowledges and agrees that Company will own all right, title, and interest in and to any and all advertising, marketing, and promotional materials used in connection with Company’s manufacturing, distribution, and sale of the Products, except to the extent that any such materials contain any intellectual property owned by Provider or any entity affiliated with Provider, including, without limitation, trademarks, copyrights, the name, image, likeness, voice, and persona of Crawford and Crawford’s personality rights. Notwithstanding the forgoing, Company acknowledges that it shall have no right, title or interest in or to any entertainment content into which Provider or Crawford elects to include Company promotional material. All rights which are not specifically granted and licensed to Company in this Agreement are hereby reserved by Provider, and Provider may exercise such rights at any time. For the avoidance of any doubt, this Agreement does not grant any right, title, or interest in or to the Brand Rights (as hereinafter defined) as a result hereof, except as expressly set forth herein.

3. Compensation.

In consideration of the performance by Provider and Crawford of the Services and the naming rights to the Products, Company shall provide to Provider the following consideration:

(a) Pursuant to mutually agreed to terms (in writing) between Company and the Provider, Company shall provide an equity stake to Provider (or, in Provider’s discretion, Provider’s designee) pursuant to a separate agreement, equal to ten percent (10%) of the fair market value of the Company on the date of the grant, subject to dilution if additional membership interests are issued to new members.

 

3

(b) If the Company has not become Publicly Traded by the end of the Term, the Parties will have a mutual option for one-hundred and eighty (180) days following the end of the Term to convert the equity stake provided in Section 3(a) to an equity stake of equivalent value in the Company’s parent company, F45 Training Holdings Inc., based on the fair market value of the Company on the date either Party exercises the option, as determined by a third-party appraisal, and the Closing Price of F45 Training Holdings Inc. on the date either Party exercises the option. Either Party may exercise the option by providing written notice to the other Party within the first one-hundred and eighty (180) days following the end of the Term. If F45 Training Holdings Inc. has not become Publicly Traded (as defined in the F45 Promotional Agreement) by the end of the Term, the above-outlined conversion shall be based upon the fair market value of each of the Company and F45 Training Holdings Inc. on the date either Party exercises the option, in each case as determined by a third-party appraisal. Notwithstanding the foregoing, it is understood and agreed by the Parties that for purposes of this Section 3(b) the fair market value ascribed to the Company shall in no event be less than the public offering price last proposed by any underwriter(s) in connection with a proposed initial public offering involving the Company contemplated to occur during the Term (if any).

(c) Except as expressly provided to the contrary in this Section 3(c), in order for Provider (or Provider’s designee, as applicable) to retain the entire equity stake in Company Provider and Crawford must continue to provide the Services described in Section 1 through the end of the Term. Notwithstanding the foregoing, if (i) Provider terminates this Agreement pursuant to Section 6(b) hereof before the end of the Term, or (ii) Company terminates or attempts to terminate this Agreement for any reason other than the occurrence of a Cause Event (as defined below), Provider (or Provider’s designee, as applicable) shall be entitled to retain the entire equity stake.

(d) Wiring Instructions. Company shall be solely responsible for any costs and/or fees associated with making any and all payments to Provider as required under this Agreement, including, without limitation, wire transfer fees. Company shall pay all sums due to Provider by wire transfer to the following account, unless otherwise instructed by Provider and memorialized in a written amendment to this Agreement, duly executed by authorized signatories of, and delivered by, each of the Parties hereto:

(e) No Deductions. Except as legally required, Company shall not deduct from, setoff or offset any amount payable to Provider hereunder for any reason. For purposes of illustration but without limitation, Company may not deduct: uncollectible accounts, wire transfer fees, bank fees or any other fees associated with making any and all payments to Provider, slotting fees, advertising or other expenses of any kind, the costs incurred in the operation of the business contemplated hereunder, or the conversion of any currency into United States Dollars.

 

4

4. Provider’s Representations and Warranties.

Provider represents and warrants to Company that, as of the date hereof:

(a) The execution and delivery of this Agreement by the Provider and the performance by Provider and Crawford of the covenants and obligations contemplated hereunder are not, to the best of Provider’s knowledge, in violation or breach of, do not and will not (with or without the passage of time or the giving of notice) conflict with or constitute a default under, and will not accelerate or permit the acceleration of the performance required by, any material agreement to which Provider is a party or by which Provider or any of its assets is bound or under any law applicable to Provider.

(b) Provider will, and will require Crawford to, perform the Services hereunder diligently and in a professional, first class manner consistent with general industry standards and practices and will comply with all applicable laws, rules, regulations and standards in completing such Services.

(c) Subject to last paragraph of this Section 4, to the best of Provider’s knowledge, no materials delivered or otherwise furnished by Provider hereunder, including without limitation, all graphics, music, sound, images, files, photos, animation, artwork, text, data, information, messages, hypertext links, scripts, and all other dramatic, artistic, literary, and musical materials, ideas and other intellectual properties furnished or selected by Provider or any third party engaged by Provider, and contained in or used in connection with the transactions contemplated hereby or Provider’s social media posts or the distribution, advertising, publicizing or other use or exploitation thereof, will, when used in accordance with the terms and conditions of this Agreement, infringe the rights of any third party.

(d) To the best of Provider’s knowledge, Provider shall refrain from using any material in any content provided to Company that would cause Company to be required to pay any fee to a third party or to incur any cost without the Company’s consent (including, without limitation, any union or guild payments (other than SAG-AFTRA payments, which shall be the Company’s responsibility)).

Notwithstanding the foregoing, the Company shall be responsible for paying for and obtaining all third party rights, licenses, permissions and/or clearances required for the worldwide production, distribution, exhibition and exploitation of materials that the Company desires to use that Provider notifies the Company Provider does not own.

5. Company Representations and Warranties.

Company represents and warrants to Provider and Crawford that, as of the date hereof:

(a) Organization and Capitalization. The Company is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware with the power and authority to own its assets and operate its business.

 

5

(b) Authority. The Company has full legal right, power and authority to enter into and perform its obligations under this Agreement. This Agreement has been duly authorized by all necessary corporate action on the part of the Company and, assuming due authorization, execution and delivery hereof by Provider, constitutes the binding and enforceable obligation of the Company in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws (as defined below) affecting the enforcement of creditors’ rights generally and general principles of equity. The Products shall at all times be designed, developed, manufactured, distributed, advertised, labeled, tested, marketed, promoted, offered for sale, sold, and otherwise exploited in accordance with all applicable Laws.

(c) No Conflict. The execution and delivery of this Agreement by the Company, the performance by it of the covenants and obligations contemplated hereunder, and the consummation by it of the transactions described hereunder, are not in violation or breach of, do not and will not (with or without the passage of time or the giving of notice) conflict with or constitute a default under, and will not accelerate or permit the acceleration of the performance required by, any of the terms or provisions of the Company’s organizational documents or any material contract to which the Company or any subsidiary is a party or by which the Company, any subsidiary or any of its or their assets is bound, or under any law or governmental order applicable to the Company or any subsidiary, and do not require consent or approval from any individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind (each, a “Person”). There is no pending or threatened litigation which may affect Company’s ability to fully perform its obligations herein.

(d) Compliance with Laws. Company and each of Company’s parents, subsidiaries and affiliated companies (collectively, “Company Parties”) shall comply with and act in accordance with (i) any and all applicable laws and other legal obligations including, without limitation, local, state, federal and international directives, rules, assessments, regulations, filing requirements, ordinances, statutes, codes, guides, judgments and civil or common law; (ii) conventions and treaties to which any country, region and/or portion of the United States, and any legal subdivisions thereof, is a party; and (iii) industry and trade-association standards, rules or regulations (all of the foregoing in sub-sections (i), (ii) and (iii) are, individually and collectively, “Laws”).

(e) Products. The Products and all advertising and promotional efforts by Company (including, as applicable, its designees) shall be of high quality in design, material, workmanship, and execution. No injurious, deleterious or defamatory material, writing or images shall be used in connection with the Products, Crawford’s endorsement of the Products or the results and proceeds of Crawford’s Services. The Products shall be merchantable and fit for the intended use herein, shall in all respects be safe to consumers and shall be manufactured and distributed in accordance with all applicable Laws. Company shall undertake a level of customer service and provide warranties to consumers at least as favorable as is standard in its industry. Company shall comply with any and all product recalls issued by the Consumer Product Safety Commission (CPSC) or any other local, federal or state agency or Laws. Company owns all rights in and to the Products, including by way of example and not limitation, any and all trademarks and service marks used for or in connection therewith, and none of the design, development, manufacture, distribution, advertising and promotion, marketing, exploitation offering for sale, sale, or other exploitation of the Products infringe any intellectual property right or otherwise violate any right of any third party.

 

6

(f) No Expenses. Company shall not create, incur or permit any encumbrance, lien, security interest, mortgage, pledge, assignment or other hypothecation upon this Agreement or permit the commencement of any proceeding or foreclosure action on this Agreement or to obtain any assignment thereof, whether or not involving any judicial or nonjudicial foreclosure sales. Company has not and will not, during the Term or at any time after expiration of the Term, create any expenses chargeable to Provider without Provider’s prior written approval of the same in each instance.

6. Term and Termination; Effect of Expiration or Termination.

(a) Term. This Agreement shall become effective on the Effective Date and continue for a period of five (5) years, unless sooner terminated pursuant to the terms hereof (the “Term”). Notwithstanding the foregoing, the Term shall end prior to the expiration of such period, upon the occurrence of a Cause Event (as defined below).

(b) Provider’s Right to Terminate.

(i) Provider shall have the right, but not the obligation, to suspend its performance hereunder and/or terminate this Agreement in its entirety, upon the occurrence of any one (1) or more of the following events: (A) the failure of Company to make any payment required to be made under this Agreement, which failure is not cured within thirty (30) days of Company’s receipt of written notice from Provider of the same; and/or (B) the breach by Company of any of its representations or warranties herein, or the failure of Company to comply with any of the other terms of this Agreement or otherwise discharge its duties hereunder (it being understood that any such failure related to non-payment shall be governed by Section 6(b)(i)(A) above), and such breach or failure, to the extent curable, is not cured within thirty (30) days of Company’s receipt of written notice from Provider of the same; and/or (C) the breach by Company of any provision of this Agreement, or the failure of Company to comply with any of the terms of this Agreement or otherwise discharge Company’s duties hereunder, more than one (1) time during the Term; and/or (D) the failure by Company to procure or maintain insurance pursuant to the terms of this Agreement; and/or (E) any act of gross negligence or wanton misconduct by Company, and such action is not corrected within ten (10) days of Company’s receipt of written notice from Provider of the same; and/or (F) the cessation of operations by Company, including, without limitation, Company’s failure to continuously and diligently offer the Products, for a continuous period of ninety (90) days); and/or (G) the making by Company of an assignment for the benefit of creditors, or the filing by or against Company of any petition under any federal, national, state or local bankruptcy, insolvency or similar Laws, if such filing shall not have been dismissed or stayed within sixty (60) days after the date thereof.

(ii) Company hereby acknowledges that Company shall not have an opportunity to cure any breach which, by its terms, cannot be cured.

 

7

(c) Expiration or Termination of Agreement.

(i) Effect or Termination. Upon expiration or termination of this Agreement, all rights granted hereunder shall revert to Provider, and Company shall have no further rights whatsoever. Any Sections and any other obligations under the provisions of this Agreement which, by their term or implication, have a continuing effect, shall survive any expiration or termination of this Agreement. Any and all unpaid amounts under this Agreement for the balance of the Term shall be immediately due as of the effective date of expiration or termination, and shall be paid to Provider no later than: (A) fifteen (15) days from the expiration of this Agreement, or (B) five (5) days from the termination of this Agreement. In no event shall any expiration or termination of this Agreement, or any payment to Provider pursuant to the preceding sentence, excuse Company from any breach or violation of this Agreement, and Provider shall have and hereby reserves all rights and remedies that Provider has, or are granted to Provider by operation of law.

(ii) Return & Destruction. (A) Within six (6) months of any expiration of this Agreement, or termination of this Agreement by Company in accordance with the terms and conditions hereof, and (B) as soon as possible after any termination of this Agreement by Provider in accordance with the terms and conditions hereof, but in no event later than thirty (30) days thereafter, Company shall, as directed by Provider, destroy or return to Provider, at Company’s sole cost, any and all materials bearing Provider’s and/or Crawford’s intellectual property, as well as all materials used for the Products or any of Company’s advertising and promotional efforts hereunder.

7. Definitions.

(a) “Anti-Prestige Activity” means (i) performance in any pornographic media (including without limitation, pornographic films), or (ii) consumption of illegal drugs (provided this clause (ii) shall not apply to activities in connection with Provider’s movie/TV roles).

(b) “Cause Event” shall mean the occurrence of any of the following, whether such event occurs or is first made public during the Term:

(i) any material breach by Provider of this Agreement which is not cured within thirty (30) days following written notice by Company to Provider of such breach;

(ii) conviction of a felony under the laws of any jurisdiction, if such felony involves moral turpitude and materially impairs Provider’s ability to perform the Services hereunder, provided that (A) termination of this Agreement shall be Company’s sole remedy for the same, and (B) in the event Company wishes to exercise such termination right, it must do so within thirty (30) days following the date of such conviction; or

(iii) Provider or Crawford engaging in any Anti-Prestige Activities.

 

8

(c) “Closing Price” means, when used with respect to the common stock of F45 Training Holdings Inc. and for any date, the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case, as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the NASDAQ or, if the common stock is not listed or admitted to trading on the NASDAQ, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the common stock is listed or admitted to trading.

(d) “Publicly Traded” means that the Company’s common stock is listed or traded on a national securities exchange or over the counter.

8. Indemnification.

(a) Provider shall indemnify, defend and hold Company and Company’s current and future parents, subsidiaries, and affiliates, and each of their respective current and future successors, assigns, representatives, employees, officers, and other agents (“Company Indemnified Parties”) harmless from any third-party claim, damage, loss, liability, cost or expense (including reasonable third party counsel fees and disbursements of counsel) (collectively, “Claims”) resulting or arising solely from any material breach by Provider of any of its express representations, warranties or covenants set forth in this Agreement. The Company Indemnified Parties shall promptly notify Provider of any Claim, and reasonably cooperate with Provider in the defense or settlement of such Claim; provided that, no delay in notification shall affect Provider’s indemnification obligations except to the extent such delay prejudices Provider’s ability to defend such Claim. Provider shall have the right to select counsel and to defend any/or settle such Claim, provided that any such settlement includes a full release for the Company Indemnified Parties. Provider shall not be liable to Company or any third party under this Section 8(a) to the extent that (i) Company is required to indemnify Provider from a Claim pursuant to Section 8(b) below, or (ii) the amount of the Claim exceeds the aggregate fair market value of compensation actually received by Provider hereunder (e.g., the aggregate fair market value of all equity interests in the Company then held by Provider and which Provider is entitled to retain) during the Term.

(b) Company shall indemnify, and defend and hold Provider and Crawford, and Provider’s current and future parents, subsidiaries, and affiliates, and each of their respective current and future successors, assigns, representatives, employees, officers, and other agents (“Provider Indemnified Parties”) harmless from any and all Claims resulting or arising from any one (1) or more of the following: (i) the distribution, licensing and use of the Products, (ii) any alleged defect in the Products or their implementation, (iii) any material breach by Company of the provisions of any of its representations, warranties or covenants set forth in this Agreement, (iv) the provision of Services pursuant to this Agreement except to the extent that Company is entitled to be indemnified in respect thereof pursuant to Section 8(a) above, (v) the failure by Company to perform any of its obligations under this Agreement, and (vi) any acts, whether by omission or commission by Company, which may arise out of, in connection with, or is any way related to, the Products, or this Agreement. The Provider Indemnified Parties shall promptly notify Company of such Claim, and reasonably cooperate with Company in the defense or settlement of such Claim; provided that, no delay in notification shall affect Company’s indemnification obligations except to the extent such delay prejudices Company’s ability to defend such Claim. Company shall have the right to select counsel and to defend any/or settle such Claim, provided that any such settlement includes a full release for the Provider Indemnified Parties. Company hereby agrees that Provider’s approval shall not waive, diminish or negate Company’s indemnification obligations to the Provider Indemnified Parties herein.

 

9

(c) Indemnification Process. The Party to be indemnified hereunder (the “Indemnitee”) must give the indemnifying Party hereunder (the “Indemnitor”) prompt written notice of any Claim, and the Indemnitor, in its sole discretion, may then take such action as it deems advisable to defend such Claim on behalf of the Indemnitee. In the event that appropriate action is not taken by the Indemnitor within thirty (30) days after the Indemnitor’s receipt of written notice from the Indemnitee, the Indemnitee shall have the right to defend such Claim with counsel reasonably acceptable to the Indemnitor, and no settlement of any such Claim may be made without the prior written approval of the Indemnitor, which approval shall not be unreasonably withheld, conditioned or delayed. Even if appropriate action is taken by the Indemnitor, the Indemnitee may, at its own cost and expense, be represented by its own counsel in such Claim. In any event, the Indemnitee and the Indemnitor shall keep each other fully advised of all developments and shall cooperate fully with each other in all respects with respect to any such Claim.

9. Insurance.

Company shall maintain in full force and effect during the Term, with a reputable insurance carrier, a general liability insurance policy with a limit of liability of not less than Two Million United States Dollars (USD $2,000,000) and an umbrella policy with a limit of liability of not less than Five Million United States Dollars (USD $5,000,000). Nothing in this Section 9 is intended to limit or affect the indemnification provisions of Section 8 above.

10. Benefit and Assignment.

(a) Except as otherwise provided in this Section 10, this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. This Agreement is of a personal nature with respect to Company, and therefore Company shall not assign, sub-license, encumber or transfer this Agreement or any of its rights or obligations hereunder, directly or indirectly, whether pursuant to any change of ownership, control or otherwise, without Provider’s prior written approval of the same in each instance. Any attempted assignment sub-license, encumbrance or transfer by Company in violation of the foregoing shall be void and of no force or effect. Provider shall have the right to assign, encumber and/or transfer any or all of its rights and/or obligations under this Agreement, in any form or manner, without the knowledge, consent or approval of Company.

(b) Notwithstanding anything to the contrary contained herein, the Parties hereby acknowledge and agree that (i) the Agreement is a personal services contract under which Provider is relying on performance by Company, in which Provider has placed its trust and confidence, (ii) Company provides unique goods and services under this Agreement that are personal in nature to the Company, and (iii) Provider is relying on Company’s performance in particular under this Agreement and would be irreparably harmed by the assignment of this Agreement by Company without Provider’s prior written consent. The Parties further hereby acknowledge and agree that (A) this Agreement is subject to applicable law governing trademarks, including 15 U.S.C. § 1051 et seq. (the “Lanham Act”), (B) under applicable law, this Agreement

 

10

shall not be assignable by Company without Provider’s prior written consent, and (C) Provider is relying on the restrictions on assignability under applicable law, including the Lanham Act, and under this Agreement, to allow Provider to satisfy its duty to control the quality of goods sold under Crawford’s intellectual property. The Parties further hereby acknowledge and agree that as a result of the foregoing, in the event that Company becomes a debtor in a bankruptcy case under 11 U.S.C. § 101 et seq. (the “Bankruptcy Code”), (x) this Agreement shall not be assignable by Company without Provider’s consent, pursuant to section 365(c)(1) of the Bankruptcy Code, and (y) Provider shall be permitted to exercise its right to terminate this Agreement, pursuant to section 365(e)(2) of the Bankruptcy Code.

11. No Third Party Rights.

This Agreement is entered into among the Parties for the exclusive benefit of the Parties and their successors and permitted assignees. Except as provided herein, this Agreement is expressly not intended for the benefit of any creditor of the Parties or any other Person.

12. No Attack.

Company shall not, during the Term or at any time thereafter, attack or challenge, or lend assistance to any third party in connection with an attack or challenge, of any right, title or interest of Provider in and to any and all intellectual property rights (including, without limitation, copyright, patent and trademark rights), whether now known or hereafter devised, in and to any and all materials of any sort utilizing, or any rights arising out of, Crawford’s name, image, likeness, voice, persona, signature, biographic information, and rights of publicity, including all such materials as may be developed by Company and all goodwill that is attached or may become attached to the foregoing, whether by way of (individually and collectively, the “Brand Rights”): (a) an application for and/or an opposition against any intellectual property rights relating to the Brand Rights, (b) adoption of any intellectual property rights confusingly similar to, or that infringes, any of the Brand Rights, or (c) any lawsuit, cancellation proceeding or action, or otherwise. Company shall not represent in any filing, presentation, document or other statement, whether written or verbal, that Company or any third party is the owner of the Brand Rights or any other endorsement rights hereunder, and Company shall not use or display any of the foregoing except as expressly permitted herein

13. Brand Restrictions.

(a) Company shall not enter into any license agreement or acquire any rights in or to any photographs or other assets of Crawford from any party other than Provider for use during the Term, whether for use in connection with the Products or otherwise, without Provider’s prior written approval of the same in each instance, which approval may be granted or withheld in Provider’s sole and absolute discretion. Company shall not, during the Term or at any time thereafter: (i) defame or disparage the Brand Rights (or any portion thereof) or Provider, or Crawford, nor shall Company place the Brand Rights (or any portion thereof), Provider or Crawford in a negative light, whether in connection with this Agreement or otherwise, or (ii) utilize the Brand Rights (or any portion thereof) in association with, nor shall Company associate Crawford with any products other than the Products, including without limitation of the following: (A) any tobacco or products/paraphernalia related thereto (e.g., cigarettes, etc., but specifically

 

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excluding cigars); (B) any narcotics or products/paraphernalia related thereto; (C) mortuaries, cemeteries and/or other products or services relating to death; (D) pornography or other “adult only” or sexually explicit activities or services (including video tapes, books, magazines, tapes, pornography, sex toys, condoms, software and online and telephone services and other mediums now in existence or hereafter devised); (E) massage parlors or prostitution, dating or escort agencies or services; (F) weapons; or (G) any products and/or services that denigrate or discriminate against individuals based on race, national origin, gender, religion, disability, ethnicity, sexual orientation, gender identity or age.

(b) Company acknowledges and agrees that: (i) any and all use of the Brand Rights and/or any intellectual property rights related to Crawford (e.g. exploitation of a copyrighted photograph of Crawford), whether in connection with the Products or otherwise, requires the consent and authorization of Provider in each instance, (ii) Provider is the only person or entity that can authorize the use of Brand Rights on or in connection with any products or services throughout the world, and (iii) should Company or any third party desire to manufacture, advertise, sell, offer or otherwise exploit any products or services related to Crawford, any and all such acts would be a use of the Brand Rights and would therefore require the prior written consent of Provider in each instance.

(c) Provider shall own all right, title and interest (including, without limitation, all intellectual property rights) in and to any: (i) domain names that are similar to, use and/or incorporate the Brand Rights, or any variation thereof (“Domain Names”), (ii) corporate, trade or business names that are similar to, use and/or incorporate the Brand Rights, or any variation thereof (“Business Names”), and (iii) the Crawford’s verified social media accounts and other social media accounts (e.g., on Twitter, Facebook, Instagram, etc.) that are branded with any Brand Rights, or any variation thereof (together with the Domain Names and Business Names, the “Brand Names/Accounts”). During the Term and at all times thereafter, Company shall have no right to, and hereby agrees not to, register any Brand Name/Account incorporating, in whole or in part, Brand Rights or any variation(s) or derivative(s) thereof. Should Company register any Brand Name/Account incorporating any Brand Rights or any variation(s) or derivative(s) thereof, Company shall transfer the same to Provider, immediately upon Provider’s request.

14. Force Majeure.

(a) All incidents of force majeure, being circumstances beyond the reasonable control of any Party and which have, or may have, a material effect on the ability to perform under this Agreement, including, but not limited to, failure of power or other utility supplies; fire; flood; earthquake; other natural disaster; explosion; riot, strike or lockout of that party’s work force; civil insurrection or unrest; terrorist activity; war (whether war be declared or not); and laws, regulations and acts of any governmental, transnational or local authority (“Force Majeure”), shall for the duration and to the extent of the effects caused thereby release the Parties from the performance of their contractual obligations hereunder, except with respect to Company’s payment obligations to Provider hereunder, which shall remain in full force and effect. A Party who has suffered a Force Majeure event shall notify the other Party without delay of any such incident(s).

(b) Each Party shall take all reasonable steps to avoid or restrict Force Majeure events and to mitigate any loss therefrom.

 

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(c) In the event of an incident or incidents of Force Majeure, the Parties shall as soon as reasonably possible resume performance of their obligations hereunder (if at all possible).

15. Notices.

All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the Party to be notified, (b) when sent by confirmed facsimile if sent during normal business hours of the recipient, (c) seven (7) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the respective Parties at their address as set forth below, or to such e-mail address, facsimile number or address as subsequently modified by written notice given in accordance with this Section 15. Notices shall be sent as follows:

If to Provider:

Craw Daddy Productions, Inc.

c/o Holthouse Carlin & Van Trigt LLP

11444 W. Olympic Blvd., 11th Floor

Los Angeles, CA 90064

Attention: Julie C. Miller

with copies (which shall not be deemed notice) to:

Thompson Hine LLP

One Alliance Center

3560 Lenox Road, Suite 1600

Atlanta, GA 30326

Attention: Peter W. Smith

and

Glenn Rotner

27312 Winding Way

Malibu, CA 90265

If to Company:

Avalon House, Inc.

801 Barton Springs Way, 9th Floor

Austin, TX 78704

Attention: Chief Legal Officer

 

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with a copy to:

King & Spalding LLP

50 California Street

Suite 3300

San Francisco, CA 94105

Attention: Darren Gardner

16. Amendment; Waiver.

No modification of or amendment to this Agreement shall be valid unless in a document signed by both Parties hereto and referring specifically to this Agreement and stating the Parties’ intention to modify or amend the same. Any waiver of any term or condition of this Agreement must be in a document signed by the Parties sought to be charged with such waiver referring specifically to the term or condition to be waived, and no such waiver shall be deemed to constitute the waiver of any other breach of the same or of any other term or condition of this Agreement.

17. Severability and Modification.

Each provisions and term of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision or term of this Agreement shall be held to be prohibited by or invalid under such applicable law, then, such provision or term shall be ineffective only to the extent of such prohibition or invalidity, without invalidating or affecting in any manner whatsoever the remainder of such provisions or term or the remaining provisions or terms of this Agreement.

18. Governing Law and Dispute Resolution.

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS APPLICABLE TO AGREEMENTS MADE AND TO BE WHOLLY PERFORMED WITHIN THAT STATE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW THEREUNDER. EACH PARTY AGREES THAT, IN CONNECTION WITH ANY LEGAL SUIT OR PROCEEDING ARISING OUT OF OR WITH RESPECT TO THIS AGREEMENT, IT SHALL SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL AND STATE COURTS LOCATED IN TRAVIS COUNTY, TEXAS AND BY EXECUTING THIS AGREEMENT AGREES TO VENUE IN SUCH COURTS AND CONSENTS TO SUCH COURTS’ JURISDICTION. PROCESS IN ANY SUIT OR PROCEEDING REFERRED TO IN THE PRECEDING SENTENCE MAY BE SERVED ON ANY PARTY ANYWHERE IN THE WORLD. EACH OF THE PARTIES HEREBY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY AND ALL ACTIONS OR PROCEEDINGS IN ANY COURT, WHETHER THE SAME IS BETWEEN THEM OR TO WHICH THEY MAY BE PARTIES, AND WHETHER ARISING OUT OF, UNDER, OR BY REASON OF THIS AGREEMENT, OR ANY ACTS OR TRANSACTIONS HEREUNDER OR THE INTERPRETATION OR VALIDITY THEREOF, OR OUT OF, UNDER OR BY REASON OF ANY OTHER CONTRACT, AGREEMENT OR TRANSACTION OF ANY KIND, NATURE OR DESCRIPTION WHATSOEVER, WHETHER BETWEEN THEM OR TO WHICH THEY MAY BE PARTIES.

 

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19. All Rights Cumulative; Equitable Relief.

(a) All Rights Cumulative. All rights and remedies conferred upon or reserved by the Parties in this Agreement shall be cumulative and concurrent and shall be in addition to all other rights and remedies available to such Parties at law or in equity or otherwise, including, without limitation, requests for temporary and/or permanent injunctive relief. Such rights and remedies are not intended to be exclusive of any other rights or remedies and the exercise by either Party of any right or remedy herein provided shall be without prejudice to the exercise of any other right or remedy by such Party provided herein or available at law or in equity.

(b) Equitable Relief. The Parties hereby acknowledge and agree that any breach by a Party hereunder shall cause the non-breaching Party irreparable harm for which there is no adequate remedy at law, and in the event of such breach, the non-breaching Party shall be entitled to, in addition to other available remedies, seek injunctive or other equitable relief, including, without limitation, interim or emergency relief, including, without limitation, a temporary restraining order or injunction, before any court with applicable jurisdiction, to protect or enforce its rights.

20. Independent Contractor.

In rendering the Services to be rendered by Provider and/or Crawford hereunder, Provider and Crawford shall each be an independent contractor. Nothing contained herein shall be deemed to constitute either Provider or Crawford as the partner or agent of Company or Company as the partner or agent of Provider or Crawford. Neither Company, on the one hand, nor Crawford nor Provider shall have the power or authority to bind the other with respect to third parties or to represent to third parties that they have such authority. The Parties acknowledge that nothing in this Agreement constitutes Provider or Crawford as an employee of Company.

21. Entire Agreement; Further Assurances.

This Agreement together with Exhibit A attached hereto, constitutes the entire agreement and understanding between and among the Parties with respect to the subject matter hereof, and supersedes any other prior written or oral agreement or understandings between and among the Parties with respect to the subject matter hereof. Each Party shall, at the other Party’s request, execute and deliver such instruments or take such other actions as may be reasonably requested to effectively carry out the terms and provisions of this Agreement.

22. Counterparts.

This Agreement may be executed in two (2) or more counterparts (and may be executed and delivered via facsimile in two (2) or more counterparts), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Each of the Parties agrees that an electronic or digital signature evidencing a Party’s execution of this Agreement shall be effective as an original signature and may be used in lieu of the original for any purpose.

 

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23. Titles and Subtitles; Construction.

The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. All words used in this Agreement will be construed to be of such gender or number as the circumstances require. Unless otherwise expressly provided, the word “including” does not limit the preceding words or terms.

24. Joint Draft.

The Parties have participated jointly in the drafting of this Agreement. If an ambiguity or question of intent or interpretation should arise, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or burdening any Party by virtue of the authorship of any of the provisions of this Agreement.

25. 409A.

The Parties intend that this Agreement and the benefits provided hereunder be interpreted and construed to be exempt from or to otherwise comply with Internal Revenue Code (the “Code”) Section 409A to the extent applicable thereto. Notwithstanding any provision of this Agreement to the contrary, this Agreement shall be interpreted and construed consistent with this intent, provided that the Company shall not be required to assume any increased economic burden in connection therewith. Although the Company intends to administer this Agreement so that it will be exempt from or otherwise comply with the requirements of Code Section 409A, the Company does not represent or warrant that this Agreement will be exempt from or otherwise comply with Code Section 409A or any other provision of federal, state, local, or non-United States law. Neither the Company, its affiliates, nor their respective directors, officers, employees or advisers shall be liable to Provider (or any other individual claiming a benefit through Provider) for any tax, interest, or penalties Provider may owe as a result of compensation or benefits paid under this Agreement, and the Company and its affiliates shall have no obligation to indemnify or otherwise protect Provider from the obligation to pay any taxes pursuant to Code Section 409A or otherwise.

 

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[SIGNATURE PAGE TO PROMOTIONAL AGREEMENT]

IN WITNESS WHEREOF, the Parties have executed this Agreement to be effective as of the date first above written.

 

“Company”
AVALON HOUSE, INC.
By:   /s/ Adam Gilchrist
Name:   Adam Gilchrist
Its:   CEO

 

“Provider” f/s/o “Crawford”
CRAW DADDY PRODUCTIONS, INC. F/S/O CINDY CRAWFORD
By:   /s/ Cindy Crawford
Name:   Cindy Crawford
Its:    

 

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EXHIBIT A

Standard Terms

The following standard terms are hereby incorporated into the Agreement:

 

A.    Exclusivity.

 

  a.

Subject to clause A.c. of the Standard Terms below, during the Term, Provider shall not, directly or indirectly, authorize (nor has Provider authorized, prior to the Term, which authority is still in effect) the use of Crawford’s name, picture, image, voice, likeness, signature and/or biographical information, nor will Crawford render any services, post about, sponsor, promote, give any testimonials or endorsements in any advertising in any medium, nor engage in any promotional, marketing, endorsement or activities, in connection with any product/service directly competitive with the Products (collectively, “Competitive Products”), defined as follows: fitness training business (home or traditional); class-focused fitness centers; group fitness classes; personal fitness training franchises; gym services; resistance training; yoga; pilates; cycling; dance fitness classes; martial or mixed martial arts-based fitness training; boxing-based fitness training; fitness bootcamps. By way of example only, the following gym or fitness service providers are considered Competitive Products: CrossFit, Orange Theory, Barry’s Bootcamp, Soul Cycle, Fly Wheel, Planet Fitness, Anytime Fitness, Equinox, Training Mate, Mirror, Jazzercise and Les Mills.

 

  b.

Subject to clause A.c. of the Standard Terms below, during the Term, Provider shall not, directly or indirectly, do the following:

 

  i.

Divert, or attempt to divert, any business or customer of the Company or its affiliates to any Competitive Products; or

 

  ii.

Unless released in writing by the Company, employ or seek to employ any person who is at that time employed by the Company or its affiliates, or otherwise directly or indirectly induce such person to leave his or her employment.

 

  c.

Notwithstanding anything to the contrary in these Standard Terms or in the Agreement:

 

  i.

Nothing shall limit Provider’s or Crawford’s right to appear (i) in any of the entertainment fields or in the entertainment, news or informational portion of any program, film, publication or other production or live event, regardless of the media through which such program, film, publication or other production or live event is exhibited, and/or (ii) in connection with the advertising, promotion, merchandising and/or publicity materials therefor, regardless of sponsorship or products or services used therein.

 

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  ii.

For the avoidance of doubt, (i) Crawford may appear as a participant or guest at events, regardless of sponsorship or products used therein (e.g., Crawford may participate in charity events and appear on a guest line or “red carpet” containing a backdrop with names of Competitive Products); (ii) Crawford may appear in purely editorial material (e.g., a magazine spread) which uses and/or credits Competitive Products; (iii) Crawford may appear in advertising and/or promotional materials for other products, which materials contain the incidental appearance of Competitive Products; and (iv) nothing herein or in the Agreement shall prevent Provider’s or Crawford’s passive investment in any enterprise, product or service whatsoever.

 

  iii.

For the further avoidance of doubt, paparazzi and other press footage and photographs containing Competitive Products shall not be deemed a breach hereunder.

 

B.

Grant of Rights.

 

  a.

Creative Ownership. Subject to clause B.c. of the Standard Terms below:

The ownership of all designs, products, intellectual property, promotional and digital materials, and all any and all rights whether now known or hereafter devised in and to the results and proceeds of Provider’s and Crawford’s Services hereunder, including, without limitation, any contributions Provider or Crawford makes in connection with any of the foregoing are the sole property of the Company. All results and proceeds of every kind of services heretofore and hereafter to be rendered by Provider or Crawford in connection with the Products, including without limitation, all ideas, suggestions, themes, titles and other material, whether in writing or not in writing, at any time heretofore or hereafter created or contributed by Provider or Crawford which in any way relate to the Products (collectively referred to as the “Work”) was or will be created as a work-for-hire for Company. The Work was specifically commissioned by Company and, as such, is a “work-made-for-hire” as such term is used in the United States Copyright Act, and Company is and shall be deemed the author thereof. Provider acknowledges that Company, as the author of the work, is the sole and exclusive owner of all rights in and to the Work and is entitled to the copyrights (and all extensions and renewals of copyrights) therein and thereto, with the right to make such changes therein and such uses thereof as Company may determine. To the extent the foregoing may, for any reason, not vest in Company, all rights of every kind, in all media whether now or hereafter known, in perpetuity throughout the universe, Provider hereby assigns the same to Company. Provider hereby waives all rights of droit moral or “moral rights of the author” or any similar rights or principles at law which Provider may now or later have in the Work.

 

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  b.

Use of Provider’s Name and Likeness. Subject to the Company’s compliance in each case with the restrictions and requirements set forth in the Agreement (including Provider’s approval and consent rights), Provider grants to Company the worldwide, non-exclusive, right and license to use, publicly display, publicly perform, reproduce, broadcast, amplify, whitelist, transmit, exhibit, disseminate and distribute Crawford’s name, image, and likeness solely for and in connection with the promotion of the Products during the Term (for clarity, including in connection with the Services).

 

  c.

Provider Retention of Rights. Notwithstanding anything to the contrary set forth in this Agreement, except for the limited license expressly provided in the Agreement and in these Standard Terms, Provider retains all worldwide rights in the Brand Rights, including, without limitation, Crawford’s name, likeness, voice, persona, and image.

 

  d.

Reverse License. Company hereby grants to Provider and Crawford, a royalty-free, perpetual, fully-paid, right and license to utilize the results and proceeds of the Services hereunder, in its entirety or any portions thereof, in all media now known or hereafter developed, throughout the universe, as follows: (i) on any one (1) or more of Provider’s and/or Crawford’s websites, social media accounts and all successor medias thereto, whether now known or hereinafter developed; and (ii) in connection with historical and archival purposes (e.g., documentary, commentary, corporate retrospective, historical files on websites of Provider).

 

C.

Approvals.

 

  a.

Company shall approve all Social Media Posts prior to upload by Provider or Crawford. Provider will submit all promotional Social Media Posts to Company for approval a reasonable time before posting, and Company shall review such Social Media Posts and provide feedback to Provider. Provider shall use reasonable efforts to incorporate such feedback into the Social Media Posts. Provider shall resubmit the content to Company for review, and Company shall be entitled to additional rounds of feedback until the content is approved by Company for posting. For the avoidance of doubt, Provider nor Crawford shall post any content in connection with this Agreement without the prior written approval of Company. Company shall not use Crawford’s name, image, voice, persona, likeness, or any other Brand Rights, on any assets or marketing materials related to the Products and/or Crawford’s affiliation with the Products (including use of previously approved items in connection with a new use or context)

 

20

  without Provider’s prior written approval of the same in each instance. Provider shall respond to each request for approval from Company within five (5) days of Provider’s receipt of such request (“Approval Window”); provided, however that Provider’s silence or failure to respond to any such request prior to the expiration of the Approval Window shall be deemed Provider’s disapproval of the materials and/or content contained in such request for approval. Company hereby acknowledges that Provider’s approval of any particular materials or content for a specific purpose shall only be deemed an approval for said purpose. Company shall be required to re-submit any previously approved materials and/or content to the extent Company wishes to use the same for other purposes. Company hereby acknowledges that, in the event Company fails to obtain Provider’s consent or approval for any act or omission requiring such consent or approval (e.g., use of Crawford’s name, image, likeness, voice, or persona, etc.), the same shall be deemed a non-curable breach of this Agreement entitling, but not requiring, Provider to immediately terminate this Agreement.

 

  b.

Company acknowledges that, if any materials produced hereunder are of inferior quality in material and/or workmanship or not in accordance with applicable Laws, then the substantial goodwill which Provider has built up and now possesses in the Brand Rights will be impaired. As such, Company shall use Company’s best efforts to operate the business contemplated hereunder in a manner consistent with the high prestige and quality associated with Provider, Crawford, the Brand Rights and the Crawford Rights.

 

D.    Confidentiality.

 

  a.

Neither Provider nor Crawford will disclose any Company Confidential Information (as defined below). Nothing contained in this paragraph shall prevent Provider or Crawford from disclosing (i) any information, on a need-to-know and confidential basis, to Provider’s or Crawford’s business and legal representatives or (ii) any information required to be disclosed by law or legal process. “Company Confidential Information” shall mean information which is confidential in nature and/or of great value to Company and obtained by Provider or Crawford hereunder, and shall include, without limitation, (A) trade secrets; (B) business, financial, legal or contractual matters of or pertaining to Company and its affiliates, and their respective officers, directors, shareholders and employees (hereinafter, the foregoing are collectively referred to as “Company Related Parties”); (C) any other private and confidential matters concerning Company or any of the Company Related Parties; and (D) information pertaining to the terms of this Agreement.

 

21

  b.

The Company will not disclose (and shall cause its directors, officers, employees, contractors and affiliates not to disclose) any Provider Confidential Information (as defined below). Nothing contained in this paragraph shall prevent Company from disclosing (i) any information, on a need-to-know and confidential basis, to Company’s business and legal representatives or (ii) any information required to be disclosed by law or legal process. “Provider Confidential Information” shall mean information, which is confidential in nature and/or of great value to Provider and/or Crawford and shall include, without limitation, (A) personal information or matters about Provider, Crawford, or Crawford’s family, friends, representatives and employees; (B) business, financial, medical, legal or contractual matters of or pertaining to Provider or Crawford and/or Provider’s or Crawford’s business entities and their respective officers, directors, shareholders and employees (hereinafter, the foregoing are collectively referred to as “Provider Related Parties”); (C) any other private and confidential matters concerning Provider, Crawford or any of the Provider Related Parties; and (D) information pertaining to the terms of this Agreement.

 

22

EX-10.37 15 d144166dex1037.htm EX-10.37 EX-10.37

Exhibit 10.37

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (the “Agreement”) is entered into as of July 5, 2021 (the “Effective Date”), by and between Adam Gilchrist (“Executive”) and F45 Training Holdings Inc., a Delaware corporation (the “Company”).

WHEREAS, Executive is currently employed by the Company as its Chief Executive Officer, and Company desires to have Executive’s employment continue in such capacity, and Executive desires to continue to serve in such capacity, pursuant to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, it is hereby agreed by and between the parties hereto as follows:

ARTICLE I

DEFINITIONS

For purposes of the Agreement, the following terms are defined as follows:

1.1. “Board” means the Board of Directors of the Company.

1.2. “Cause” means any of the following events: (i) Executive’s material breach of Executive’s material obligations under the Agreement; (ii) intentional misconduct in the performance of Executive’s duties to the Company or Executive’s material violation of any material written policy, employee handbook or code of conduct of the Company; (iii) Executive’s material breach of any fiduciary duty that Executive owes to the Company or any affiliate; (iv) commission by Executive of (A) a felony or (B) a crime involving fraud, embezzlement, dishonesty, or moral turpitude or (v) engaging in sexual harassment, sexual misconduct or discriminatory conduct in each case that is economically or reputationally injurious to the Company. The foregoing is an exclusive list of the acts or omissions that shall be considered “Cause” provided, however, with respect to the acts or omissions set forth in clauses (i), (ii) and (iii) above, (x) the Board shall provide Executive with 30 days advance written notice detailing the basis for the termination of employment for Cause, (y) during the 30 day period after Executive has received such notice, Executive shall have an opportunity to cure such alleged Cause events and to present his case to the full Board (with the assistance of his own counsel) before any termination for Cause is finalized by a vote of a majority of the Board and (z) Executive shall continue to receive the compensation and benefits provided by this Agreement during the 30 day cure period; provided, further, no act or failure to act of Executive shall be willful or intentional if performed in good faith with the reasonable belief that the action or inaction was in the best interest of the Company. Notwithstanding anything herein to the contrary, Executive’s employment will be deemed to have been terminated for Cause if it is determined subsequent to Executive’s termination of employment that grounds for termination for Cause existed at the time of Executive’s termination of employment.

1.3. “Change in Control” shall have the meaning ascribed to that term in the Company’s 2021 Equity Incentive Plan (the “Plan”) or any successor equity compensation plan of the Company. Notwithstanding the foregoing, (i) any bona fide primary or secondary public offering shall not constitute a Change in Control and (ii) if a Change in Control constitutes a payment event with respect to any payment or benefit that provides for the deferral of compensation and is subject to Section 409A, the Change in Control transaction or event with respect to such payment or benefit must also constitute a “change in control event,” as defined in Treasury Regulation §1.409A-3(i)(5) to the extent required by Section 409A.

1.4. “COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

1.5. “Code” means the Internal Revenue Code of 1986, as amended.

1.6. “Covered Termination” means (i) an Involuntary Termination Without Cause, (ii) a voluntary termination for Good Reason, or (iii) a termination of Executive’s employment as a result of Executive’s death or Disability. For the avoidance of doubt, the expiration of this Agreement due to non-renewal pursuant to the terms of Section 2.2 of this Agreement will not be deemed to be a Covered Termination.

1.7. “Disability” shall mean a termination of Executive’s employment due to Executive’s absence from Executive’s duties with the Company on a full-time basis for at least 180 consecutive days as a result of Executive’s incapacity due to physical or mental illness which is determined to be total and permanent by a physician selected by the Company or its insurers.

1.8. “Good Reason” means any of the following are undertaken without Executive’s prior written consent: (i) a material diminution in Executive’s title, authority, duties, or responsibilities which substantially reduces the nature or character of Executive’s position with the Company (or the highest parent entity if the Company has one or more parent entities) which, for the avoidance of doubt, shall include a change in responsibilities as a result of the Company ceasing to be a publicly traded corporation; (ii) a material reduction by the Company of Executive’s base salary as in effect immediately prior to such reduction; (iii) a material reduction by the Company of Executive’s Target Bonus as in effect immediately prior to such reduction; (iv) relocation of Executive’s principal office (defined as a relocation of Executive’s principal office to a location that increases Executive’s one-way commute by more than fifty (50) miles), provided, that, for the avoidance of doubt, reasonable required travel by Executive on the Company’s business shall not constitute a relocation; or (v) any material breach by the Company of any material provision of this Agreement. Notwithstanding the foregoing, Executive’s resignation shall not constitute a resignation for “Good Reason” as a result of any event described in the preceding sentence unless (x) Executive provides written notice thereof to the Company within thirty (30) days after the first occurrence of such event, (y) to the extent correctable, the Company fails to remedy such circumstance or event within thirty (30) days following the Company’s receipt of such written notice and (z) the effective date of Executive’s resignation for “Good Reason” is not later than ninety (90) days after the initial existence of the circumstances constituting Good Reason.

1.9. “Involuntary Termination Without Cause” means Executive’s dismissal or discharge by the Company other than for Cause or by reason of Executive’s death or Disability.

1.10. “Section 409A” means Section 409A of the Code and the Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date.

 

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1.11. “Separation from Service” means Executive’s termination of employment constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h).

ARTICLE II

EMPLOYMENT BY THE COMPANY

2.1. Position and Duties. Subject to terms set forth herein, Executive shall continue to serve in an executive capacity and shall continue to perform such duties as are customarily associated with the position of Chief Executive Officer and such other duties as are assigned to Executive by the Board. During the term of Executive’s employment with the Company, Executive will devote Executive’s best efforts and substantially all of Executive’s business time and attention (except for vacation periods and reasonable periods of illness or other incapacities permitted by the Company’s general employment policies or as otherwise set forth in this Agreement) to the business of the Company.

2.2. Term. The term of this Agreement shall commence on the Effective Date and shall terminate on the termination of Executive’s employment under this Agreement. If a Change in Control occurs during the term of this Agreement, the term of this Agreement shall, notwithstanding anything to the contrary in this Agreement, continue in effect for a period of not less than twenty-four (24) months beyond the month in which the Change in Control occurred. The period from the Effective Date until the earlier of termination of Executive’s employment under this Agreement is referred to as the “Term.”

2.3. Employment at Will. Both the Company and Executive shall have the right to terminate Executive’s employment with the Company at any time, with or without cause, and with or without prior notice. Upon certain terminations of Executive’s employment with the Company, Executive may become eligible to receive the severance benefits provided in Article IV of this Agreement.

2.4. Employment Policies. The employment relationship between the parties shall also be governed by the general employment policies and practices of the Company, including those relating to protection of confidential information and assignment of inventions, except that when the terms of this Agreement differ from or are in conflict with the Company’s general employment policies or practices, this Agreement shall control.

ARTICLE III

COMPENSATION

3.1. Base Salary. As of the Effective Date, Executive shall receive for services to be rendered hereunder an annual base salary of $1,200,000 (“Base Salary”), payable on the regular payroll dates of the Company (but no less often than monthly), subject to increase in the sole discretion of the Board or a committee of the Board.

3.2. Annual Bonus. For each calendar year ending during the term of Executive’s employment, Executive shall be eligible to receive an annual performance bonus (the “Annual Bonus”) targeted at one-hundred percent (100%) of Base Salary or such other amount as determined in the sole discretion of the Board or a committee of the Board (the “Target Bonus”), on such terms and conditions determined by the Board or a committee of the Board. The actual amount of any Annual Bonus (if any) will be determined in the discretion of the Board or a committee of the Board and

 

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will be (i) subject to achievement of any applicable bonus objectives and/or conditions determined by the Board or a committee of the Board and (ii) subject to Executive’s continued employment with the Company through the date the Annual Bonus is paid. The Annual Bonus for any calendar year will be paid at the same time as bonuses other Company executives are paid related annual bonuses generally.

3.3. Standard Company Benefits. During the Term, Executive shall be entitled to all rights and benefits for which Executive is eligible under the terms and conditions of the standard Company benefits and compensation practices that may be in effect from time to time and are provided by the Company to its executive employees generally, as well as any additional benefits provided to Executive consistent with past practice, including (i) use of a Company car, (ii) mobile phone, (iii) the provision of security services for Executive and Executive’s family, (iv) first class airfares for Executive and each member of Executive’s immediate family and use of a private jet in connection with business travel, (v) when travelling for business, accommodation for Executive and Executive’s family consistent in quality and size with Executive’s primary place of residence, and (vi) car services as and when required. Notwithstanding the foregoing, this Section 3.3 shall not create or be deemed to create any obligation on the part of the Company to adopt or maintain any benefits or compensation practices at any time.

3.4. Paid Time Off. During the Term, Executive shall be entitled to such periods of paid time off (“PTO”) each year as provided from time to time under the Company’s PTO policies and as otherwise provided for executive officers, as it may be amended from time to time.

3.5. Equity Awards. Executive will be eligible to receive stock options and other equity incentive grants as determined by the Board or a committee of the Board in its sole discretion.

ARTICLE IV

SEVERANCE AND CHANGE IN CONTROL BENEFITS

4.1. Severance Benefits. Upon Executive’s termination of employment, Executive shall receive any accrued but unpaid Base Salary and other accrued and unpaid compensation, including any accrued but unpaid vacation. If the termination is due to a Covered Termination, provided that Executive (or, in the case of Executive’s death or Disability, Executive’s beneficiaries or estate, if applicable) delivers an effective general release of all claims against the Company and its affiliates in a form acceptable to the Company (a “Release of Claims”) that becomes effective and irrevocable within fifty (50) (or, in the case of Executive’s death or Disability, sixty (60)) days following the Covered Termination and complies with Executive’s continuing obligations under this Agreement, Executive shall be entitled to receive the severance benefits described in Section 4.1(a) or (b), as applicable.

(a) Covered Termination Not Related to a Change in Control. If Executive’s employment terminates due to a Covered Termination which occurs at any time other than during the twenty-four (24) month period after a Change in Control (such period, the “Change in Control Protection Period”), Executive shall receive the following:

(i) An amount equal to the sum of (i) Executive’s Base Salary at the rate in effect (or required to be in effect before any diminution that is the basis of Executive’s termination

 

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for Good Reason) at the time of Executive’s termination of employment and (ii) Executive’s Target Bonus in effect (or required to be in effect before any diminution that is the basis of Executive’s termination for Good Reason) for the year in which Executive’s termination of employment occurs, payable in a lump sum payment, less applicable withholdings, as soon as administratively practicable following the date on which the Release of Claims becomes effective and, in any event, no later than the sixtieth (60th) day following the date of the Covered Termination; provided, however, if such sixty (60) day period falls in two different calendar years, payment will be made in the later calendar year.

(ii) Notwithstanding anything set forth in an award agreement or incentive plan to the contrary, an amount equal to Executive’s Annual Bonus for the fiscal year in which Executive’s termination occurs based on target achievement of the applicable bonus objectives and/or conditions determined by the Board or a committee of the Board for such year payable, less applicable withholdings, at the same time bonuses for such year are paid to other senior executives of the Company, but in no event later than March 15 of the year following the year of Executive’s termination of employment.

(iii) The Company shall directly pay, or reimburse Executive for the premium for Executive and Executive’s covered dependents to maintain continued health coverage pursuant to the provisions of COBRA through the earlier of (A) the eighteen (18) month anniversary of the date of Executive’s termination of employment and (B) the date Executive and Executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s). Notwithstanding the foregoing, if the Company is otherwise unable to continue to cover Executive under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments.

(iv) Other than in the event of a Covered Termination that is due to death or Disability, all of Executive’s unvested stock option, restricted stock, restricted stock units, performance stock units and other equity-based awards, shall become immediately vested on the date of Executive’s termination of employment, provided that: (x) each such award shall be exercisable, to the extent applicable, in accordance with the provisions of the award agreement and plan pursuant to which such equity award was granted and (y) for performance-based awards, any such vesting in respect of open periods of performance-based awards shall be calculated as set forth in the applicable award agreement, or, if not specified in the award agreement, based on the target level of performance.

(v) The Company shall directly pay, or reimburse, Executive for an amount equal to the Executive’s reasonable relocation expenses incurred by Executive in connection with his and his family’s relocation from United States to Australia. The total of all such amounts will not exceed $20,000.

(b) Covered Termination Related to a Change in Control. If Executive’s employment terminates due to a Covered Termination that occurs during the Change in Control Protection Period, Executive shall receive the severance compensation and benefits provided for in Section 4.1(a), except that (x) the payment described in Section 4.1(a)(ii) shall be payable in a

 

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lump sum payment, less applicable withholdings, as soon as administratively practicable following the date on which the Release of Claims becomes effective and, in any event, no later than the sixtieth (60th) day following the date of the Covered Termination; provided, however, if such sixty (60) day period falls in two different calendar years, payment will be made in the later calendar year and (y) the treatment of equity awards described in Section 4.1(a)(iv) shall apply on any Covered Termination that occurs during the Change in Control Protection Period, including, for avoidance of doubt, a Covered Termination due to death or Disability. In addition, if there is a dispute as to whether grounds triggering termination with or without Cause or resignation with or without Good Reason have occurred, in each case in connection with a Change in Control, then any fees and expenses arising from the resolution of such dispute (including any reasonably incurred attorneys’ fees and expenses of Executive) shall be paid by the Company or its successor, as the case may be; provided, that Executive shall reimburse the Company on a net after-tax basis to cover expenses incurred by Executive for claims brought by Executive that are judicially determined to be frivolous or advanced in bad faith.

4.2. 280G Provisions. Notwithstanding anything in this Agreement to the contrary, if any payment or distribution Executive would receive pursuant to this Agreement or otherwise (“Payment”) would (a) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (b) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall either be (i) delivered in full, or (ii) delivered as to such lesser extent which would result in no portion of such Payment being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by Executive on an after-tax basis, of the largest payment, notwithstanding that all or some portion the Payment may be taxable under Section 4999 of the Code. The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change in Control shall perform the foregoing calculations. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The accounting firm shall provide its calculations to the Company and Executive within fifteen (15) calendar days after the date on which Executive’s right to a Payment is triggered (if requested at that time by the Company or Executive) or such other time as requested by the Company or Executive. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executive. Any reduction in payments and/or benefits pursuant to this Section 4.2 will occur in the following order: (1) reduction of cash payments; (2) cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits payable to Executive.

4.3. Section 409A.

(a) Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed at the time of his Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a tax obligation under Section 409A of the Code, such portion of Executive’s benefits shall not

 

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be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(a) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein.

(b) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code (i) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 of the year following the year in which the expense is incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit.

(c) For purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment.

4.4. Mitigation. Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of the Covered Termination, or otherwise.

4.5. Equity Coordination. For the avoidance of doubt, except as provided for in Section 4.1(a)(iv) above, all equity awards, including stock options, restricted stock units and other equity-based compensation granted by the Company to Executive under the Company’s equity-based compensation plans shall be subject to the terms of such plans and Executive’s equity award agreements with respect thereto.

ARTICLE V

PROPRIETARY INFORMATION OBLIGATIONS

5.1. Agreement. All Company Innovations shall be the sole and exclusive property of the Company without further compensation and are “works made for hire” as that term is defined under the United States copyright laws. Executive shall promptly notify the Company of any Company Innovations that Executive solely or jointly Creates. “Company Innovations” means all Innovations, and any associated intellectual property rights, which Executive may solely or jointly Create, during Executive’s employment with the Company, which (i) relate, at the time Created, to the Company’s business or actual or demonstrably anticipated research or development, or (ii) were developed on any amount of the Company’s time or with the use of any of the Company’s equipment, supplies, facilities or trade secret information, or (iii) resulted from any work Executive performed for the Company. Executive is notified that Company Innovations

 

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does not include any Innovation which qualifies fully under the provisions of California Labor Code Section 2870. “Create” means to create, conceive, reduce to practice, derive, develop or make. “Innovations” means processes, machines, manufactures, compositions of matter, improvements, inventions (whether or not protectable under patent laws), works of authorship, information fixed in any tangible medium of expression (whether or not protectable under copyright laws), mask works, trademarks, trade names, trade dress, trade secrets, know-how, ideas (whether or not protectable under trade secret laws), and other subject matter protectable under patent, copyright, moral rights, mask work, trademark, trade secret or other laws regarding proprietary rights, including new or useful art, combinations, discoveries, formulae, manufacturing techniques, technical developments, discoveries, artwork, software and designs. Executive hereby assigns (and will assign) to the Company all Company Innovations. Executive shall perform (at the Company’s expense), during and after Executive’s employment, all acts reasonably deemed necessary or desirable by the Company to assist the Company in obtaining and enforcing the full benefits, enjoyment, rights and title throughout the world in the Company Innovations. Such acts may include execution of documents and assistance or cooperation (i) in the filing, prosecution, registration, and memorialization of assignment of patent, copyright, mask work or other applications, (ii) in the enforcement of any applicable Proprietary Rights, and (iii) in other legal proceedings related to the Company’s Innovations. “Proprietary Rights” means patents, copyrights, mask work, moral rights, trade secrets and other proprietary rights. No provision in this Agreement is intended to require Executive to assign or offer to assign any of Executive’s rights in any invention for which Executive can establish that no trade secret information of the Company were used, and which was developed on Executive’s own time, unless the invention relates to the Company’s actual or demonstrably anticipated research or development, or the invention results from any work performed by Executive for the Company.

5.2. Remedies. Executive’s duties under this Article V shall survive termination of Executive’s employment with the Company and the termination of this Agreement. Executive acknowledges that a remedy at law for any breach or threatened breach by Executive of Article V, as well as Executive’s obligations pursuant to Section 6.2 and Article VII below, would be inadequate, and Executive therefore agrees that the Company shall be entitled to seek injunctive relief in case of any such breach or threatened breach.

ARTICLE VI

OUTSIDE ACTIVITIES

6.1. Other Activities.

(a) Except as otherwise provided in Section 6.1(b), Executive shall not, during the term of this Agreement undertake or engage in any other employment, occupation or business enterprise, other than ones in which Executive is a passive investor, unless he obtains the prior written consent of the Board.

(b) Executive may engage in civic and not-for-profit activities so long as such activities do not materially interfere with the performance of Executive’s duties hereunder. In addition, subject to advance approval by the Board (which approval shall not be unreasonably withheld), Executive shall be allowed to serve as a member of the board of directors of one (1) for-profit entity at any time during the term of this Agreement, so long as such service does not materially interfere with the performance of Executive’s duties hereunder; provided, however, that the Board, in its discretion, may require that Executive resign from such director position if it determines that such resignation would be in the best interests of the Company.

 

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6.2. Competition/Investments. During the term of Executive’s employment by the Company and for the two (2) year period thereafter, in order to protect the Company’s legitimate business interests, including the value of the Company’s confidential information, trade secrets, goodwill and training, which Executive acknowledges and agrees Executive has received and will continue to receive, Executive shall not (except on behalf of the Company) directly or indirectly, whether as an officer, director, stockholder, partner, proprietor, associate, representative, consultant, or in any capacity whatsoever engage in, become financially interested in, be employed by or have any business connection with any other person, corporation, firm, partnership or other entity whatsoever which is known by Executive to compete directly with the Company, throughout the world, in any line of business engaged in (or planned to be engaged in) by the Company, including, without limitation, the business of owning, operating or maintaining fitness facilities, providing fitness instruction or any related services as currently engaged in by the Company; provided, however, that anything above to the contrary notwithstanding, Executive may own, as a passive investor, securities of any competitor corporation, so long as Executive’s direct holdings in any one such corporation do not, in the aggregate, constitute more than 1% of the voting stock of such corporation. If it is determined by a court of competent jurisdiction in any state that any restriction in this Section 6.2 is excessive in duration or scope or is unreasonable or unenforceable under the laws of that state, it is the intention of the parties that such restriction may be modified or amended by the court to render it enforceable to the maximum extent permitted by the law of that state.

ARTICLE VII

NONINTERFERENCE

Executive shall not during the term of Executive’s employment by the Company and for the one (1) year period thereafter, in order to protect the Company’s legitimate business interests, including the value of the Company’s confidential information, trade secrets, goodwill and training, which Executive acknowledges and agrees Executive has received and will continue to receive, either on Executive’s own account or jointly with or as a manager, agent, officer, employee, consultant, partner, joint venturer, owner or stockholder or otherwise on behalf of any other person, firm or corporation, directly or indirectly solicit, induce attempt to solicit any of (i) its customers or clients to terminate their relationship with the Company or to cease purchasing services or products from the Company or (ii) its officers or employees or offer employment to any person who is an officer or employee of the Company; provided, however, that a general advertisement to which an employee of the Company responds shall in no event be deemed to result in a breach of this Article VII. If it is determined by a court of competent jurisdiction in any state that any restriction in this Article VII is excessive in duration or scope or is unreasonable or unenforceable under the laws of that state, it is the intention of the parties that such restriction may be modified or amended by the court to render it enforceable to the maximum extent permitted by the law of that state.

 

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ARTICLE VIII

GENERAL PROVISIONS

8.1. Notices. Any notices provided hereunder must be in writing and shall be deemed effective upon the earlier of personal delivery (including personal delivery by facsimile) or the third day after mailing by first class mail, to the Company at its primary office location and to Executive at Executive’s address as listed on the Company’s books and records.

8.2. Tax Withholding. Executive acknowledges that all amounts and benefits payable under this Agreement are subject to deduction and withholding to the extent required by applicable law.

8.3. Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provisions had never been contained herein.

8.4. Waiver. If either party should waive any breach of any provisions of this Agreement, they shall not thereby be deemed to have waived any preceding or succeeding breach of the same or any other provision of this Agreement.

8.5. Complete Agreement. This Agreement constitutes the entire agreement between Executive and the Company and is the complete, final, and exclusive embodiment of their agreement with regard to this subject matter, and will supersede all prior agreements, understandings, discussions, negotiations and undertakings, whether written or oral, between the parties with respect to the subject matter hereof. This Agreement is entered into without reliance on any promise or representation other than those expressly contained herein or therein, and cannot be modified or amended except in a writing signed by a duly-authorized officer of the Company and Executive.

8.6. Counterparts. This Agreement may be executed in separate counterparts, any one of which need not contain signatures of more than one party, but all of which taken together will constitute one and the same Agreement.

8.7. Headings. The headings of the sections hereof are inserted for convenience only and shall not be deemed to constitute a part hereof nor to affect the meaning thereof.

8.8. Successors and Assigns. This Agreement is intended to bind and inure to the benefit of and be enforceable by Executive and the Company, and their respective successors, assigns, heirs, executors and administrators, except that Executive may not assign his rights or delegate his duties or obligations hereunder without the prior written consent of the Company.

8.9. Executive Acknowledgement. Executive acknowledges that (a) he has consulted with or has had the opportunity to consult with independent counsel of his own choice concerning this Agreement, and has been advised to do so by the Company, and (b) that he has read and understands the Agreement, is fully aware of its legal effect, and has entered into it freely based on his own judgment.

 

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8.10. Choice of Law. All questions concerning the construction, validity and interpretation of this Agreement will be governed by the law of the State of Texas without regard to the conflicts of law provisions thereof.

[Signature page follows]

 

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In Witness Whereof, the parties have executed this Agreement as of the date first written above.

 

F45 Training Holdings Inc.
By:   /s/ Michael Raymond
  Michael Raymond
Title: Director

 

Accepted and Agreed:
/s/ Adam Gilchrist
Adam Gilchrist

 

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EX-10.38 16 d144166dex1038.htm EX-10.38 EX-10.38

Exhibit 10.38

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (the “Agreement”) is entered into as of July 5, 2021 (the “Effective Date”), by and between Luke Armstrong (“Executive”) and F45 Training Holdings Inc. (the “Company”).

WHEREAS, Executive is currently employed by the Company as its Chief Revenue Officer, and Company desires to have Executive’s employment continue in such capacity, and Executive desires to continue to serve in such capacity, pursuant to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, it is hereby agreed by and between the parties hereto as follows:

ARTICLE I

DEFINITIONS

For purposes of the Agreement, the following terms are defined as follows:

1.1. “Board” means the Board of Directors of the Company.

1.2. “Cause” means any of the following events: (i) Executive’s material breach of Executive’s material obligations under the Agreement; (ii) intentional misconduct in the performance of Executive’s duties to the Company or Executive’s material violation of any material written policy, employee handbook or code of conduct of the Company; (iii) Executive’s material breach of any fiduciary duty that Executive owes to the Company or any affiliate; (iv) commission by Executive of (A) a felony or (B) a crime involving fraud, embezzlement, dishonesty, or moral turpitude or (v) engaging in sexual harassment, sexual misconduct or discriminatory conduct in each case that is economically or reputationally injurious to the Company. The foregoing is an exclusive list of the acts or omissions that shall be considered “Cause” provided, however, with respect to the acts or omissions set forth in clauses (i), (ii) and (iii) above, (x) the Board shall provide Executive with 30 days advance written notice detailing the basis for the termination of employment for Cause, (y) during the 30 day period after Executive has received such notice, Executive shall have an opportunity to cure such alleged Cause events and to present his case to the full Board (with the assistance of his own counsel) before any termination for Cause is finalized by a vote of a majority of the Board and (z) Executive shall continue to receive the compensation and benefits provided by this Agreement during the 30 day cure period; provided, further, no act or failure to act of Executive shall be willful or intentional if performed in good faith with the reasonable belief that the action or inaction was in the best interest of the Company. Notwithstanding anything herein to the contrary, Executive’s employment will be deemed to have been terminated for Cause if it is determined subsequent to Executive’s termination of employment that grounds for termination for Cause existed at the time of Executive’s termination of employment.

1.3. “Change in Control” shall have the meaning ascribed to that term in the Company’s 2021 Equity Incentive Plan (the “Plan”) or any successor equity compensation plan of the Company. Notwithstanding the foregoing, (i) any bona fide primary or secondary public offering shall not constitute a Change in Control and (ii) if a Change in Control constitutes a payment event with respect to any payment or benefit that provides for the deferral of compensation and is subject to Section 409A, the Change in Control transaction or event with respect to such payment or benefit must also constitute a “change in control event,” as defined in Treasury Regulation §1.409A-3(i)(5) to the extent required by Section 409A.

1.4. “COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

1.5. “Code” means the Internal Revenue Code of 1986, as amended.

1.6. “Covered Termination” means (i) an Involuntary Termination Without Cause or (ii) a voluntary termination for Good Reason. For the avoidance of doubt, neither (x) the termination of Executive’s employment as a result of Executive’s death or Disability nor (y) the expiration of this Agreement due to non-renewal pursuant to the terms of Section 2.2 of this Agreement will be deemed to be a Covered Termination.

1.7. “Disability” shall mean a termination of Executive’s employment due to Executive’s absence from Executive’s duties with the Company on a full-time basis for at least 180 consecutive days as a result of Executive’s incapacity due to physical or mental illness which is determined to be total and permanent by a physician selected by the Company or its insurers.

1.8. “Good Reason” means any of the following are undertaken without Executive’s prior written consent: (i) a material diminution in Executive’s title, authority, duties, or responsibilities which substantially reduces the nature or character of Executive’s position with the Company (or the highest parent entity if the Company has one or more parent entities); (ii) a material reduction by the Company of Executive’s base salary as in effect immediately prior to such reduction; (iii) a material reduction by the Company of Executive’s Target Bonus as in effect immediately prior to such reduction; (iv) relocation of Executive’s principal office (defined as a relocation of Executive’s principal office to a location that increases Executive’s one-way commute by more than fifty (50) miles), provided, that, for the avoidance of doubt, reasonable required travel by Executive on the Company’s business shall not constitute a relocation; or (v) any material breach by the Company of any material provision of this Agreement. Notwithstanding the foregoing, Executive’s resignation shall not constitute a resignation for “Good Reason” as a result of any event described in the preceding sentence unless (x) Executive provides written notice thereof to the Company within thirty (30) days after the first occurrence of such event, (y) to the extent correctable, the Company fails to remedy such circumstance or event within thirty (30) days following the Company’s receipt of such written notice and (z) the effective date of Executive’s resignation for “Good Reason” is not later than ninety (90) days after the initial existence of the circumstances constituting Good Reason.

1.9. “Involuntary Termination Without Cause” means Executive’s dismissal or discharge by the Company other than for Cause or by reason of Executive’s death or Disability.

1.10. “Section 409A” means Section 409A of the Code and the Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date.

1.11. “Separation from Service” means Executive’s termination of employment constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h).

 

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ARTICLE II

EMPLOYMENT BY THE COMPANY

2.1. Position and Duties. Subject to terms set forth herein, Executive shall continue to serve in an executive capacity and shall continue to perform such duties as are customarily associated with the position of Chief Revenue Officer and such other duties as are assigned to Executive by the Board and/or the Company’s Chief Executive Officer. During the term of Executive’s employment with the Company, Executive will devote Executive’s best efforts and substantially all of Executive’s business time and attention (except for vacation periods and reasonable periods of illness or other incapacities permitted by the Company’s general employment policies or as otherwise set forth in this Agreement) to the business of the Company.

2.2. Term. The term of this Agreement shall commence on the Effective Date and shall terminate on the termination of Executive’s employment under this Agreement. If a Change in Control occurs during the term of this Agreement, the term of this Agreement shall, notwithstanding anything to the contrary in this Agreement, continue in effect for a period of not less than twenty-four (24) months beyond the month in which the Change in Control occurred. The period from the Effective Date until the earlier of termination of Executive’s employment under this Agreement is referred to as the “Term.”

2.3. Employment at Will. Both the Company and Executive shall have the right to terminate Executive’s employment with the Company at any time, with or without cause, and with or without prior notice. Upon certain terminations of Executive’s employment with the Company, Executive may become eligible to receive the severance benefits provided in Article IV of this Agreement.

2.4. Employment Policies. The employment relationship between the parties shall also be governed by the general employment policies and practices of the Company, including those relating to protection of confidential information and assignment of inventions, except that when the terms of this Agreement differ from or are in conflict with the Company’s general employment policies or practices, this Agreement shall control.

ARTICLE III

COMPENSATION

3.1. Base Salary. As of the Effective Date, Executive shall receive for services to be rendered hereunder an annual base salary of $600,000 (“Base Salary”), payable on the regular payroll dates of the Company (but no less often than monthly), subject to increase in the sole discretion of the Board or a committee of the Board.

3.2. Annual Bonus. For each calendar year ending during the term of Executive’s employment, Executive shall be eligible to receive an annual performance bonus (the “Annual Bonus”) targeted at seventy-five percent (75%) of Base Salary or such other amount as determined in the sole discretion of the Board or a committee of the Board (the “Target Bonus”), on such terms and conditions determined by the Board or a committee of the Board. The actual amount of any Annual Bonus (if any) will be determined in the discretion of the Board or a committee of the Board and will be (i) subject to achievement of any applicable bonus objectives and/or conditions determined by the Board or a committee of the Board and (ii) subject to Executive’s continued employment with the Company through the date the Annual Bonus is paid. The Annual Bonus for any calendar year will be paid at the same time as bonuses other Company executives are paid related annual bonuses generally.

 

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3.3. Standard Company Benefits. During the Term, Executive shall be entitled to all rights and benefits for which Executive is eligible under the terms and conditions of the standard Company benefits and compensation practices that may be in effect from time to time and are provided by the Company to its executive employees generally, as well as any additional benefits provided to Executive consistent with past practice. Notwithstanding the foregoing, this Section 3.3 shall not create or be deemed to create any obligation on the part of the Company to adopt or maintain any benefits or compensation practices at any time.

3.4. Paid Time Off. During the Term, Executive shall be entitled to such periods of paid time off (“PTO”) each year as provided from time to time under the Company’s PTO policies and as otherwise provided for executive officers, as it may be amended from time to time.

3.5. Equity Awards. Executive will be eligible to receive stock options and other equity incentive grants as determined by the Board or a committee of the Board in its sole discretion.

ARTICLE IV

SEVERANCE AND CHANGE IN CONTROL BENEFITS

4.1. Severance Benefits. Upon Executive’s termination of employment, Executive shall receive any accrued but unpaid Base Salary and other accrued and unpaid compensation, including any accrued but unpaid vacation. If the termination is due to a Covered Termination, provided that Executive delivers an effective general release of all claims against the Company and its affiliates in a form acceptable to the Company (a “Release of Claims”) that becomes effective and irrevocable within fifty (50) days following the Covered Termination and complies with Executive’s continuing obligations under this Agreement, Executive shall be entitled to receive the severance benefits described in Section 4.1(a) or (b), as applicable. If the termination is due to Executive’s death or Disability, provided that Executive (or Executive’s beneficiaries or estate) delivers an effective Release of Claims that becomes effective and irrevocable within sixty (60) days following such termination of employment and complies with Executive’s continuing obligations under this Agreement, Executive shall be entitled to receive the severance benefits described in Section 4.1(c).

(a) Covered Termination Not Related to a Change in Control. If Executive’s employment terminates due to a Covered Termination which occurs at any time other than during the twelve (12) month period after a Change in Control, Executive shall receive the following:

(i) An amount equal to the sum of (i) Executive’s Base Salary at the rate in effect (or required to be in effect before any diminution that is the basis of Executive’s termination for Good Reason) at the time of Executive’s termination of employment and (ii) Executive’s Target Bonus in effect (or required to be in effect before any diminution that is the basis of Executive’s termination for Good Reason) for the year in which Executive’s termination of employment occurs, payable in a lump sum payment, less applicable withholdings, as soon as administratively practicable following the date on which the Release of Claims becomes effective and, in any event, no later than the sixtieth (60th) day following the date of the Covered Termination; provided, however, if such sixty (60) day period falls in two different calendar years, payment will be made in the later calendar year.

 

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(ii) Notwithstanding anything set forth in an award agreement or incentive plan to the contrary, an amount equal to Executive’s Annual Bonus for the fiscal year in which Executive’s termination occurs based on target achievement of the applicable bonus objectives and/or conditions determined by the Board or a committee of the Board for such year payable, less applicable withholdings, at the same time bonuses for such year are paid to other senior executives of the Company, but in no event later than March 15 of the year following the year of Executive’s termination of employment.

(iii) The Company shall directly pay, or reimburse Executive for the premium for Executive and Executive’s covered dependents to maintain continued health coverage pursuant to the provisions of COBRA through the earlier of (A) the eighteen (18) month anniversary of the date of Executive’s termination of employment and (B) the date Executive and Executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s). Notwithstanding the foregoing, if the Company is otherwise unable to continue to cover Executive under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments.

(iv) All of Executive’s unvested stock option, restricted stock, restricted stock units, performance stock units and other equity-based awards, shall become immediately vested on the date of Executive’s termination of employment, provided that: (x) each such award shall be exercisable, to the extent applicable, in accordance with the provisions of the award agreement and plan pursuant to which such equity award was granted and (y) for performance-based awards, any such vesting in respect of open periods of performance-based awards shall be calculated as set forth in the applicable award agreement, or, if not specified in the award agreement, based on the target level of performance.

(v) The Company shall directly pay, or reimburse, Executive for an amount equal to the Executive’s reasonable relocation expenses incurred by Executive in connection with his and his family’s relocation from United States to Australia. The total of all such amounts will not exceed $20,000.

(b) Covered Termination Related to a Change in Control. If Executive’s employment terminates due to a Covered Termination that occurs during the twelve (12) month period after a Change in Control, Executive shall receive the severance compensation and benefits provided for in Section 4.1(a), except that the payment described in Section 4.1(a)(ii) shall be payable in a lump sum payment, less applicable withholdings, as soon as administratively practicable following the date on which the Release of Claims becomes effective and, in any event, no later than the sixtieth (60th) day following the date of the Covered Termination; provided, however, if such sixty (60) day period falls in two different calendar years, payment will be made in the later calendar year. In addition, if there is a dispute as to whether grounds triggering termination with or without Cause or resignation with or without Good Reason have occurred, in

 

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each case in connection with a Change in Control, then any fees and expenses arising from the resolution of such dispute (including any reasonably incurred attorneys’ fees and expenses of Executive) shall be paid by the Company or its successor, as the case may be; provided, that Executive shall reimburse the Company on a net after-tax basis to cover expenses incurred by Executive for claims brought by Executive that are judicially determined to be frivolous or advanced in bad faith.

(c) Termination Due to Death or Disability. In the event that Executive’s employment is terminated at any time due to Executive’s death or Disability, Executive (or Executive’s beneficiaries or estate) shall be entitled to receive a pro-rata portion of Executive’s Target Bonus for the fiscal year in which Executive’s termination occurs (determined by multiplying the amount of the Target Bonus by a fraction, the numerator of which shall be equal to the number of days during the fiscal year of termination that Executive is employed by, and performing services for, the Company and the denominator of which is 365 days) payable in a lump sum payment, less applicable withholdings, as soon as administratively practicable following the date of termination (and, in any event, no later than the sixtieth (60th) day following the date of the termination).

4.2. 280G Provisions. Notwithstanding anything in this Agreement to the contrary, if any payment or distribution Executive would receive pursuant to this Agreement or otherwise (“Payment”) would (a) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (b) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall either be (i) delivered in full, or (ii) delivered as to such lesser extent which would result in no portion of such Payment being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by Executive on an after-tax basis, of the largest payment, notwithstanding that all or some portion the Payment may be taxable under Section 4999 of the Code. The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change in Control shall perform the foregoing calculations. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The accounting firm shall provide its calculations to the Company and Executive within fifteen (15) calendar days after the date on which Executive’s right to a Payment is triggered (if requested at that time by the Company or Executive) or such other time as requested by the Company or Executive. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executive. Any reduction in payments and/or benefits pursuant to this Section 4.2 will occur in the following order: (1) reduction of cash payments; (2) cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits payable to Executive.

4.3. Section 409A.

(a) Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed at the time of his Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive

 

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to a tax obligation under Section 409A of the Code, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(a) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein.

(b) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code (i) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 of the year following the year in which the expense is incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit.

(c) For purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment.

4.4. Mitigation. Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of the Covered Termination, or otherwise.

4.5. Equity Coordination. For the avoidance of doubt, except as provided for in Section 4.1(a)(iv) above, all equity awards, including stock options, restricted stock units and other equity-based compensation granted by the Company to Executive under the Company’s equity-based compensation plans shall be subject to the terms of such plans and Executive’s equity award agreements with respect thereto.

ARTICLE V

PROPRIETARY INFORMATION OBLIGATIONS

5.1. Agreement. All Company Innovations shall be the sole and exclusive property of the Company without further compensation and are “works made for hire” as that term is defined under the United States copyright laws. Executive shall promptly notify the Company of any Company Innovations that Executive solely or jointly Creates. “Company Innovations” means all Innovations, and any associated intellectual property rights, which Executive may solely or jointly Create, during Executive’s employment with the Company, which (i) relate, at the time Created, to the Company’s business or actual or demonstrably anticipated research or development, or (ii) were developed on any amount of the Company’s time or with the use of any of the Company’s equipment, supplies, facilities or trade secret information, or (iii) resulted from

 

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any work Executive performed for the Company. Executive is notified that Company Innovations does not include any Innovation which qualifies fully under the provisions of California Labor Code Section 2870. “Create” means to create, conceive, reduce to practice, derive, develop or make. “Innovations” means processes, machines, manufactures, compositions of matter, improvements, inventions (whether or not protectable under patent laws), works of authorship, information fixed in any tangible medium of expression (whether or not protectable under copyright laws), mask works, trademarks, trade names, trade dress, trade secrets, know-how, ideas (whether or not protectable under trade secret laws), and other subject matter protectable under patent, copyright, moral rights, mask work, trademark, trade secret or other laws regarding proprietary rights, including new or useful art, combinations, discoveries, formulae, manufacturing techniques, technical developments, discoveries, artwork, software and designs. Executive hereby assigns (and will assign) to the Company all Company Innovations. Executive shall perform (at the Company’s expense), during and after Executive’s employment, all acts reasonably deemed necessary or desirable by the Company to assist the Company in obtaining and enforcing the full benefits, enjoyment, rights and title throughout the world in the Company Innovations. Such acts may include execution of documents and assistance or cooperation (i) in the filing, prosecution, registration, and memorialization of assignment of patent, copyright, mask work or other applications, (ii) in the enforcement of any applicable Proprietary Rights, and (iii) in other legal proceedings related to the Company’s Innovations. “Proprietary Rights” means patents, copyrights, mask work, moral rights, trade secrets and other proprietary rights. No provision in this Agreement is intended to require Executive to assign or offer to assign any of Executive’s rights in any invention for which Executive can establish that no trade secret information of the Company were used, and which was developed on Executive’s own time, unless the invention relates to the Company’s actual or demonstrably anticipated research or development, or the invention results from any work performed by Executive for the Company.

5.2. Remedies. Executive’s duties under this Article V shall survive termination of Executive’s employment with the Company and the termination of this Agreement. Executive acknowledges that a remedy at law for any breach or threatened breach by Executive of Article V, as well as Executive’s obligations pursuant to Section 6.2 and Article VII below, would be inadequate, and Executive therefore agrees that the Company shall be entitled to seek injunctive relief in case of any such breach or threatened breach.

ARTICLE VI

OUTSIDE ACTIVITIES

6.1. Other Activities.

(a) Except as otherwise provided in Section 6.1(b), Executive shall not, during the term of this Agreement undertake or engage in any other employment, occupation or business enterprise, other than ones in which Executive is a passive investor, unless he obtains the prior written consent of the Board.

(b) Executive may engage in civic and not-for-profit activities so long as such activities do not materially interfere with the performance of Executive’s duties hereunder. In addition, subject to advance approval by the Board (which approval shall not be unreasonably withheld), Executive shall be allowed to serve as a member of the board of directors of one (1) for-profit

 

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entity at any time during the term of this Agreement, so long as such service does not materially interfere with the performance of Executive’s duties hereunder; provided, however, that the Board, in its discretion, may require that Executive resign from such director position if it determines that such resignation would be in the best interests of the Company.

6.2. Competition/Investments. During the term of Executive’s employment by the Company and for the two (2) year period thereafter, in order to protect the Company’s legitimate business interests, including the value of the Company’s confidential information, trade secrets, goodwill and training, which Executive acknowledges and agrees Executive has received and will continue to receive, Executive shall not (except on behalf of the Company) directly or indirectly, whether as an officer, director, stockholder, partner, proprietor, associate, representative, consultant, or in any capacity whatsoever engage in, become financially interested in, be employed by or have any business connection with any other person, corporation, firm, partnership or other entity whatsoever which is known by Executive to compete directly with the Company, throughout the world, in any line of business engaged in (or planned to be engaged in) by the Company, including, without limitation, the business of owning, operating or maintaining fitness facilities, providing fitness instruction or any related services as currently engaged in by the Company; provided, however, that anything above to the contrary notwithstanding, Executive may own, as a passive investor, securities of any competitor corporation, so long as Executive’s direct holdings in any one such corporation do not, in the aggregate, constitute more than 1% of the voting stock of such corporation. If it is determined by a court of competent jurisdiction in any state that any restriction in this Section 6.2 is excessive in duration or scope or is unreasonable or unenforceable under the laws of that state, it is the intention of the parties that such restriction may be modified or amended by the court to render it enforceable to the maximum extent permitted by the law of that state.

ARTICLE VII

NONINTERFERENCE

Executive shall not during the term of Executive’s employment by the Company and for the one (1) year period thereafter, in order to protect the Company’s legitimate business interests, including the value of the Company’s confidential information, trade secrets, goodwill and training, which Executive acknowledges and agrees Executive has received and will continue to receive, either on Executive’s own account or jointly with or as a manager, agent, officer, employee, consultant, partner, joint venturer, owner or stockholder or otherwise on behalf of any other person, firm or corporation, directly or indirectly solicit, induce attempt to solicit any of (i) its customers or clients to terminate their relationship with the Company or to cease purchasing services or products from the Company or (ii) its officers or employees or offer employment to any person who is an officer or employee of the Company; provided, however, that a general advertisement to which an employee of the Company responds shall in no event be deemed to result in a breach of this Article VII. If it is determined by a court of competent jurisdiction in any state that any restriction in this Article VII is excessive in duration or scope or is unreasonable or unenforceable under the laws of that state, it is the intention of the parties that such restriction may be modified or amended by the court to render it enforceable to the maximum extent permitted by the law of that state.

 

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ARTICLE VIII

GENERAL PROVISIONS

8.1. Notices. Any notices provided hereunder must be in writing and shall be deemed effective upon the earlier of personal delivery (including personal delivery by facsimile) or the third day after mailing by first class mail, to the Company at its primary office location and to Executive at Executive’s address as listed on the Company’s books and records.

8.2. Tax Withholding. Executive acknowledges that all amounts and benefits payable under this Agreement are subject to deduction and withholding to the extent required by applicable law.

8.3. Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provisions had never been contained herein.

8.4. Waiver. If either party should waive any breach of any provisions of this Agreement, they shall not thereby be deemed to have waived any preceding or succeeding breach of the same or any other provision of this Agreement.

8.5. Complete Agreement. This Agreement constitutes the entire agreement between Executive and the Company and is the complete, final, and exclusive embodiment of their agreement with regard to this subject matter, and will supersede all prior agreements, understandings, discussions, negotiations and undertakings, whether written or oral, between the parties with respect to the subject matter hereof. This Agreement is entered into without reliance on any promise or representation other than those expressly contained herein or therein, and cannot be modified or amended except in a writing signed by a duly-authorized officer of the Company and Executive.

8.6. Counterparts. This Agreement may be executed in separate counterparts, any one of which need not contain signatures of more than one party, but all of which taken together will constitute one and the same Agreement.

8.7. Headings. The headings of the sections hereof are inserted for convenience only and shall not be deemed to constitute a part hereof nor to affect the meaning thereof.

8.8. Successors and Assigns. This Agreement is intended to bind and inure to the benefit of and be enforceable by Executive and the Company, and their respective successors, assigns, heirs, executors and administrators, except that Executive may not assign his rights or delegate his duties or obligations hereunder without the prior written consent of the Company.

8.9. Executive Acknowledgement. Executive acknowledges that (a) he has consulted with or has had the opportunity to consult with independent counsel of his own choice concerning this Agreement, and has been advised to do so by the Company, and (b) that he has read and understands the Agreement, is fully aware of its legal effect, and has entered into it freely based on his own judgment.

 

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8.10. Choice of Law. All questions concerning the construction, validity and interpretation of this Agreement will be governed by the law of the State of Texas without regard to the conflicts of law provisions thereof.

[Signature page follows]

 

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In Witness Whereof, the parties have executed this Agreement as of the date first written above.

 

F45 Training Holdings Inc.
By:   /s/ Adam Gilchrist
  Adam Gilchrist
Title: President and Chief Executive Officer

 

Accepted and Agreed:
/s/ Luke Armstrong
Luke Armstrong

 

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EX-10.39 17 d144166dex1039.htm EX-10.39 EX-10.39

Exhibit 10.39

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (the “Agreement”) is entered into as of July 5, 2021 (the “Effective Date”), by and between Chris Payne (“Executive”) and F45 Training Holdings Inc., a Delaware corporation (the “Company”).

WHEREAS, Executive is currently employed by the Company as its Chief Financial Officer, and Company desires to have Executive’s employment continue in such capacity, and Executive desires to continue to serve in such capacity, pursuant to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, it is hereby agreed by and between the parties hereto as follows:

ARTICLE I

DEFINITIONS

For purposes of the Agreement, the following terms are defined as follows:

1.1. “Board” means the Board of Directors of the Company.

1.2. “Cause” means any of the following events: (i) Executive’s material breach of Executive’s material obligations under the Agreement; (ii) intentional misconduct in the performance of Executive’s duties to the Company or Executive’s material violation of any material written policy, employee handbook or code of conduct of the Company; (iii) Executive’s material breach of any fiduciary duty that Executive owes to the Company or any affiliate; (iv) commission by Executive of (A) a felony or (B) a crime involving fraud, embezzlement, dishonesty, or moral turpitude or (v) engaging in sexual harassment, sexual misconduct or discriminatory conduct in each case that is economically or reputationally injurious to the Company. The foregoing is an exclusive list of the acts or omissions that shall be considered “Cause” provided, however, with respect to the acts or omissions set forth in clauses (i), (ii) and (iii) above, (x) the Board shall provide Executive with 30 days advance written notice detailing the basis for the termination of employment for Cause, (y) during the 30 day period after Executive has received such notice, Executive shall have an opportunity to cure such alleged Cause events and to present his case to the full Board (with the assistance of his own counsel) before any termination for Cause is finalized by a vote of a majority of the Board and (z) Executive shall continue to receive the compensation and benefits provided by this Agreement during the 30 day cure period; provided, further, no act or failure to act of Executive shall be willful or intentional if performed in good faith with the reasonable belief that the action or inaction was in the best interest of the Company. Notwithstanding anything herein to the contrary, Executive’s employment will be deemed to have been terminated for Cause if it is determined subsequent to Executive’s termination of employment that grounds for termination for Cause existed at the time of Executive’s termination of employment.

1.3. “Change in Control” shall have the meaning ascribed to that term in the Company’s 2021 Equity Incentive Plan (the “Plan”) or any successor equity compensation plan of the Company. Notwithstanding the foregoing, (i) any bona fide primary or secondary public offering shall not constitute a Change in Control and (ii) if a Change in Control constitutes a payment event with respect to any payment or benefit that provides for the deferral of compensation and is subject to Section 409A, the Change in Control transaction or event with respect to such payment or benefit must also constitute a “change in control event,” as defined in Treasury Regulation §1.409A-3(i)(5) to the extent required by Section 409A.

1.4. “COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

1.5. “Code” means the Internal Revenue Code of 1986, as amended.

1.6. “Covered Termination” means (i) an Involuntary Termination Without Cause or (ii) a voluntary termination for Good Reason. For the avoidance of doubt, neither (x) the termination of Executive’s employment as a result of Executive’s death or Disability nor (y) the expiration of this Agreement due to non-renewal pursuant to the terms of Section 2.2 of this Agreement will be deemed to be a Covered Termination.

1.7. “Disability” shall mean a termination of Executive’s employment due to Executive’s absence from Executive’s duties with the Company on a full-time basis for at least 180 consecutive days as a result of Executive’s incapacity due to physical or mental illness which is determined to be total and permanent by a physician selected by the Company or its insurers.

1.8. “Good Reason” means any of the following are undertaken without Executive’s prior written consent: (i) a material diminution in Executive’s title, authority, duties, or responsibilities which substantially reduces the nature or character of Executive’s position with the Company (or the highest parent entity if the Company has one or more parent entities) which, for the avoidance of doubt, shall include a change in responsibilities as a result of the Company ceasing to be a publicly traded corporation; (ii) a material reduction by the Company of Executive’s base salary as in effect immediately prior to such reduction; (iii) a material reduction by the Company of Executive’s Target Bonus as in effect immediately prior to such reduction; (iv) relocation of Executive’s principal office (defined as a relocation of Executive’s principal office to a location that increases Executive’s one-way commute by more than fifty (50) miles), provided, that, for the avoidance of doubt, reasonable required travel by Executive on the Company’s business shall not constitute a relocation; or (v) any material breach by the Company of any material provision of this Agreement. Notwithstanding the foregoing, Executive’s resignation shall not constitute a resignation for “Good Reason” as a result of any event described in the preceding sentence unless (x) Executive provides written notice thereof to the Company within thirty (30) days after the first occurrence of such event, (y) to the extent correctable, the Company fails to remedy such circumstance or event within thirty (30) days following the Company’s receipt of such written notice and (z) the effective date of Executive’s resignation for “Good Reason” is not later than ninety (90) days after the initial existence of the circumstances constituting Good Reason.

1.9. “Involuntary Termination Without Cause” means Executive’s dismissal or discharge by the Company other than for Cause or by reason of Executive’s death or Disability.

1.10. “Section 409A” means Section 409A of the Code and the Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date.

 

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1.11. “Separation from Service” means Executive’s termination of employment constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h).

ARTICLE II

EMPLOYMENT BY THE COMPANY

2.1. Position and Duties. Subject to terms set forth herein, Executive shall continue to serve in an executive capacity and shall continue to perform such duties as are customarily associated with the position of Chief Financial Officer and such other duties as are assigned to Executive by the Board and/or the Company’s Chief Executive Officer. During the term of Executive’s employment with the Company, Executive will devote Executive’s best efforts and substantially all of Executive’s business time and attention (except for vacation periods and reasonable periods of illness or other incapacities permitted by the Company’s general employment policies or as otherwise set forth in this Agreement) to the business of the Company.

2.2. Term. The term of this Agreement shall commence on the Effective Date and shall terminate on the termination of Executive’s employment under this Agreement. If a Change in Control occurs during the term of this Agreement, the term of this Agreement shall, notwithstanding anything to the contrary in this Agreement, continue in effect for a period of not less than twenty-four (24) months beyond the month in which the Change in Control occurred. The period from the Effective Date until the earlier of termination of Executive’s employment under this Agreement is referred to as the “Term.”

2.3. Employment at Will. Both the Company and Executive shall have the right to terminate Executive’s employment with the Company at any time, with or without cause, and with or without prior notice. Upon certain terminations of Executive’s employment with the Company, Executive may become eligible to receive the severance benefits provided in Article IV of this Agreement.

2.4. Employment Policies. The employment relationship between the parties shall also be governed by the general employment policies and practices of the Company, including those relating to protection of confidential information and assignment of inventions, except that when the terms of this Agreement differ from or are in conflict with the Company’s general employment policies or practices, this Agreement shall control.

ARTICLE III

COMPENSATION

3.1. Base Salary. As of the Effective Date, Executive shall receive for services to be rendered hereunder an annual base salary of $1,000,000 (“Base Salary”), payable on the regular payroll dates of the Company (but no less often than monthly), subject to increase in the sole discretion of the Board or a committee of the Board.

3.2. Annual Bonus. For each calendar year ending during the term of Executive’s employment, Executive shall be eligible to receive an annual performance bonus (the “Annual Bonus”) targeted at one-hundred percent (100%) of Base Salary or such other amount as determined in the sole discretion of the Board or a committee of the Board (the “Target Bonus”), on such terms and conditions determined by the Board or a committee of the Board. The actual amount of any Annual Bonus (if any) will be determined in the discretion of the Board or a committee of the Board and

 

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will be (i) subject to achievement of any applicable bonus objectives and/or conditions determined by the Board or a committee of the Board and (ii) subject to Executive’s continued employment with the Company through the date the Annual Bonus is paid. The Annual Bonus for any calendar year will be paid at the same time as bonuses other Company executives are paid related annual bonuses generally.

3.3. Standard Company Benefits. During the Term, Executive shall be entitled to all rights and benefits for which Executive is eligible under the terms and conditions of the standard Company benefits and compensation practices that may be in effect from time to time and are provided by the Company to its executive employees generally, as well as any additional benefits provided to Executive consistent with past practice. Notwithstanding the foregoing, this Section 3.3 shall not create or be deemed to create any obligation on the part of the Company to adopt or maintain any benefits or compensation practices at any time.

3.4. Paid Time Off. During the Term, Executive shall be entitled to such periods of paid time off (“PTO”) each year as provided from time to time under the Company’s PTO policies and as otherwise provided for executive officers, as it may be amended from time to time.

3.5. Equity Awards. Executive will be eligible to receive stock options and other equity incentive grants as determined by the Board or a committee of the Board in its sole discretion.

ARTICLE IV

SEVERANCE AND CHANGE IN CONTROL BENEFITS

4.1. Severance Benefits. Upon Executive’s termination of employment, Executive shall receive any accrued but unpaid Base Salary and other accrued and unpaid compensation, including any accrued but unpaid vacation. If the termination is due to a Covered Termination, provided that Executive delivers an effective general release of all claims against the Company and its affiliates in a form acceptable to the Company (a “Release of Claims”) that becomes effective and irrevocable within fifty (50) days following the Covered Termination and complies with Executive’s continuing obligations under this Agreement, Executive shall be entitled to receive the severance benefits described in Section 4.1(a) or (b), as applicable. If the termination is due to Executive’s death or Disability, provided that Executive (or Executive’s beneficiaries or estate) delivers an effective Release of Claims that becomes effective and irrevocable within sixty (60) days following such termination of employment and complies with Executive’s continuing obligations under this Agreement, Executive shall be entitled to receive the severance benefits described in Section 4.1(c).

(a) Covered Termination Not Related to a Change in Control. If Executive’s employment terminates due to a Covered Termination which occurs at any time other than during the twelve (12) month period after a Change in Control, Executive shall receive the following:

(i) An amount equal to the sum of (i) Executive’s Base Salary at the rate in effect (or required to be in effect before any diminution that is the basis of Executive’s termination for Good Reason) at the time of Executive’s termination of employment and (ii) Executive’s Target Bonus in effect (or required to be in effect before any diminution that is the basis of Executive’s termination for Good Reason) for the year in which Executive’s termination of

 

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employment occurs, payable in a lump sum payment, less applicable withholdings, as soon as administratively practicable following the date on which the Release of Claims becomes effective and, in any event, no later than the sixtieth (60th) day following the date of the Covered Termination; provided, however, if such sixty (60) day period falls in two different calendar years, payment will be made in the later calendar year.

(ii) Notwithstanding anything set forth in an award agreement or incentive plan to the contrary, an amount equal to Executive’s Annual Bonus for the fiscal year in which Executive’s termination occurs based on target achievement of the applicable bonus objectives and/or conditions determined by the Board or a committee of the Board for such year payable, less applicable withholdings, at the same time bonuses for such year are paid to other senior executives of the Company, but in no event later than March 15 of the year following the year of Executive’s termination of employment.

(iii) The Company shall directly pay, or reimburse Executive for the premium for Executive and Executive’s covered dependents to maintain continued health coverage pursuant to the provisions of COBRA through the earlier of (A) the eighteen (18) month anniversary of the date of Executive’s termination of employment and (B) the date Executive and Executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s). Notwithstanding the foregoing, if the Company is otherwise unable to continue to cover Executive under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments.

(iv) All of Executive’s unvested stock option, restricted stock, restricted stock units, performance stock units and other equity-based awards, shall become immediately vested on the date of Executive’s termination of employment, provided that: (x) each such award shall be exercisable, to the extent applicable, in accordance with the provisions of the award agreement and plan pursuant to which such equity award was granted and (y) for performance-based awards, any such vesting in respect of open periods of performance-based awards shall be calculated as set forth in the applicable award agreement, or, if not specified in the award agreement, based on the target level of performance.

(v) The Company shall directly pay, or reimburse, Executive for an amount equal to the Executive’s reasonable relocation expenses incurred by Executive in connection with his and his family’s relocation from United States to Australia. The total of all such amounts will not exceed $20,000.

(b) Covered Termination Related to a Change in Control. If Executive’s employment terminates due to a Covered Termination that occurs during the twelve (12) month period after a Change in Control, Executive shall receive the severance compensation and benefits provided for in Section 4.1(a), except that the payment described in Section 4.1(a)(ii) shall be payable in a lump sum payment, less applicable withholdings, as soon as administratively practicable following the date on which the Release of Claims becomes effective and, in any event, no later than the sixtieth (60th) day following the date of the Covered Termination; provided, however, if such sixty (60) day period falls in two different calendar years, payment will be made

 

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in the later calendar year. In addition, if there is a dispute as to whether grounds triggering termination with or without Cause or resignation with or without Good Reason have occurred, in each case in connection with a Change in Control, then any fees and expenses arising from the resolution of such dispute (including any reasonably incurred attorneys’ fees and expenses of Executive) shall be paid by the Company or its successor, as the case may be; provided, that Executive shall reimburse the Company on a net after-tax basis to cover expenses incurred by Executive for claims brought by Executive that are judicially determined to be frivolous or advanced in bad faith.

(c) Termination Due to Death or Disability. In the event that Executive’s employment is terminated at any time due to Executive’s death or Disability, Executive (or Executive’s beneficiaries or estate) shall be entitled to receive a pro-rata portion of Executive’s Target Bonus for the fiscal year in which Executive’s termination occurs (determined by multiplying the amount of the Target Bonus by a fraction, the numerator of which shall be equal to the number of days during the fiscal year of termination that Executive is employed by, and performing services for, the Company and the denominator of which is 365 days) payable in a lump sum payment, less applicable withholdings, as soon as administratively practicable following the date of termination (and, in any event, no later than the sixtieth (60th) day following the date of the termination).

4.2. 280G Provisions. Notwithstanding anything in this Agreement to the contrary, if any payment or distribution Executive would receive pursuant to this Agreement or otherwise (“Payment”) would (a) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (b) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall either be (i) delivered in full, or (ii) delivered as to such lesser extent which would result in no portion of such Payment being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by Executive on an after-tax basis, of the largest payment, notwithstanding that all or some portion the Payment may be taxable under Section 4999 of the Code. The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change in Control shall perform the foregoing calculations. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The accounting firm shall provide its calculations to the Company and Executive within fifteen (15) calendar days after the date on which Executive’s right to a Payment is triggered (if requested at that time by the Company or Executive) or such other time as requested by the Company or Executive. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executive. Any reduction in payments and/or benefits pursuant to this Section 4.2 will occur in the following order: (1) reduction of cash payments; (2) cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits payable to Executive.

4.3. Section 409A.

(a) Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed at the time of his Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the

 

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benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a tax obligation under Section 409A of the Code, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(a) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein.

(b) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code (i) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 of the year following the year in which the expense is incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit.

(c) For purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment.

4.4. Mitigation. Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of the Covered Termination, or otherwise.

4.5. Equity Coordination. For the avoidance of doubt, except as provided for in Section 4.1(a)(iv) above, all equity awards, including stock options, restricted stock units and other equity-based compensation granted by the Company to Executive under the Company’s equity-based compensation plans shall be subject to the terms of such plans and Executive’s equity award agreements with respect thereto.

ARTICLE V

PROPRIETARY INFORMATION OBLIGATIONS

5.1. Agreement. All Company Innovations shall be the sole and exclusive property of the Company without further compensation and are “works made for hire” as that term is defined under the United States copyright laws. Executive shall promptly notify the Company of any Company Innovations that Executive solely or jointly Creates. “Company Innovations” means all Innovations, and any associated intellectual property rights, which Executive may solely or jointly Create, during Executive’s employment with the Company, which (i) relate, at the time Created, to the Company’s business or actual or demonstrably anticipated research or

 

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development, or (ii) were developed on any amount of the Company’s time or with the use of any of the Company’s equipment, supplies, facilities or trade secret information, or (iii) resulted from any work Executive performed for the Company. Executive is notified that Company Innovations does not include any Innovation which qualifies fully under the provisions of California Labor Code Section 2870. “Create” means to create, conceive, reduce to practice, derive, develop or make. “Innovations” means processes, machines, manufactures, compositions of matter, improvements, inventions (whether or not protectable under patent laws), works of authorship, information fixed in any tangible medium of expression (whether or not protectable under copyright laws), mask works, trademarks, trade names, trade dress, trade secrets, know-how, ideas (whether or not protectable under trade secret laws), and other subject matter protectable under patent, copyright, moral rights, mask work, trademark, trade secret or other laws regarding proprietary rights, including new or useful art, combinations, discoveries, formulae, manufacturing techniques, technical developments, discoveries, artwork, software and designs. Executive hereby assigns (and will assign) to the Company all Company Innovations. Executive shall perform (at the Company’s expense), during and after Executive’s employment, all acts reasonably deemed necessary or desirable by the Company to assist the Company in obtaining and enforcing the full benefits, enjoyment, rights and title throughout the world in the Company Innovations. Such acts may include execution of documents and assistance or cooperation (i) in the filing, prosecution, registration, and memorialization of assignment of patent, copyright, mask work or other applications, (ii) in the enforcement of any applicable Proprietary Rights, and (iii) in other legal proceedings related to the Company’s Innovations. “Proprietary Rights” means patents, copyrights, mask work, moral rights, trade secrets and other proprietary rights. No provision in this Agreement is intended to require Executive to assign or offer to assign any of Executive’s rights in any invention for which Executive can establish that no trade secret information of the Company were used, and which was developed on Executive’s own time, unless the invention relates to the Company’s actual or demonstrably anticipated research or development, or the invention results from any work performed by Executive for the Company.

5.2. Remedies. Executive’s duties under this Article V shall survive termination of Executive’s employment with the Company and the termination of this Agreement. Executive acknowledges that a remedy at law for any breach or threatened breach by Executive of Article V, as well as Executive’s obligations pursuant to Section 6.2 and Article VII below, would be inadequate, and Executive therefore agrees that the Company shall be entitled to seek injunctive relief in case of any such breach or threatened breach.

ARTICLE VI

OUTSIDE ACTIVITIES

6.1. Other Activities.

(a) Except as otherwise provided in Section 6.1(b), Executive shall not, during the term of this Agreement undertake or engage in any other employment, occupation or business enterprise, other than ones in which Executive is a passive investor, unless he obtains the prior written consent of the Board.

 

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(b) Executive may engage in civic and not-for-profit activities so long as such activities do not materially interfere with the performance of Executive’s duties hereunder. In addition, subject to advance approval by the Board (which approval shall not be unreasonably withheld), Executive shall be allowed to serve as a member of the board of directors of one (1) for-profit entity at any time during the term of this Agreement, so long as such service does not materially interfere with the performance of Executive’s duties hereunder; provided, however, that the Board, in its discretion, may require that Executive resign from such director position if it determines that such resignation would be in the best interests of the Company.

6.2. Competition/Investments. During the term of Executive’s employment by the Company and for the two (2) year period thereafter, in order to protect the Company’s legitimate business interests, including the value of the Company’s confidential information, trade secrets, goodwill and training, which Executive acknowledges and agrees Executive has received and will continue to receive, Executive shall not (except on behalf of the Company) directly or indirectly, whether as an officer, director, stockholder, partner, proprietor, associate, representative, consultant, or in any capacity whatsoever engage in, become financially interested in, be employed by or have any business connection with any other person, corporation, firm, partnership or other entity whatsoever which is known by Executive to compete directly with the Company, throughout the world, in any line of business engaged in (or planned to be engaged in) by the Company, including, without limitation, the business of owning, operating or maintaining fitness facilities, providing fitness instruction or any related services as currently engaged in by the Company; provided, however, that anything above to the contrary notwithstanding, Executive may own, as a passive investor, securities of any competitor corporation, so long as Executive’s direct holdings in any one such corporation do not, in the aggregate, constitute more than 1% of the voting stock of such corporation. If it is determined by a court of competent jurisdiction in any state that any restriction in this Section 6.2 is excessive in duration or scope or is unreasonable or unenforceable under the laws of that state, it is the intention of the parties that such restriction may be modified or amended by the court to render it enforceable to the maximum extent permitted by the law of that state.

ARTICLE VII

NONINTERFERENCE

Executive shall not during the term of Executive’s employment by the Company and for the one (1) year period thereafter, in order to protect the Company’s legitimate business interests, including the value of the Company’s confidential information, trade secrets, goodwill and training, which Executive acknowledges and agrees Executive has received and will continue to receive, either on Executive’s own account or jointly with or as a manager, agent, officer, employee, consultant, partner, joint venturer, owner or stockholder or otherwise on behalf of any other person, firm or corporation, directly or indirectly solicit, induce attempt to solicit any of (i) its customers or clients to terminate their relationship with the Company or to cease purchasing services or products from the Company or (ii) its officers or employees or offer employment to any person who is an officer or employee of the Company; provided, however, that a general advertisement to which an employee of the Company responds shall in no event be deemed to result in a breach of this Article VII. If it is determined by a court of competent jurisdiction in any state that any restriction in this Article VII is excessive in duration or scope or is unreasonable or unenforceable under the laws of that state, it is the intention of the parties that such restriction may be modified or amended by the court to render it enforceable to the maximum extent permitted by the law of that state.

 

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ARTICLE VIII

GENERAL PROVISIONS

8.1. Notices. Any notices provided hereunder must be in writing and shall be deemed effective upon the earlier of personal delivery (including personal delivery by facsimile) or the third day after mailing by first class mail, to the Company at its primary office location and to Executive at Executive’s address as listed on the Company’s books and records.

8.2. Tax Withholding. Executive acknowledges that all amounts and benefits payable under this Agreement are subject to deduction and withholding to the extent required by applicable law.

8.3. Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provisions had never been contained herein.

8.4. Waiver. If either party should waive any breach of any provisions of this Agreement, they shall not thereby be deemed to have waived any preceding or succeeding breach of the same or any other provision of this Agreement.

8.5. Complete Agreement. This Agreement constitutes the entire agreement between Executive and the Company and is the complete, final, and exclusive embodiment of their agreement with regard to this subject matter, and will supersede all prior agreements, understandings, discussions, negotiations and undertakings, whether written or oral, between the parties with respect to the subject matter hereof. This Agreement is entered into without reliance on any promise or representation other than those expressly contained herein or therein, and cannot be modified or amended except in a writing signed by a duly-authorized officer of the Company and Executive.

8.6. Counterparts. This Agreement may be executed in separate counterparts, any one of which need not contain signatures of more than one party, but all of which taken together will constitute one and the same Agreement.

8.7. Headings. The headings of the sections hereof are inserted for convenience only and shall not be deemed to constitute a part hereof nor to affect the meaning thereof.

8.8. Successors and Assigns. This Agreement is intended to bind and inure to the benefit of and be enforceable by Executive and the Company, and their respective successors, assigns, heirs, executors and administrators, except that Executive may not assign his rights or delegate his duties or obligations hereunder without the prior written consent of the Company.

 

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8.9. Executive Acknowledgement. Executive acknowledges that (a) he has consulted with or has had the opportunity to consult with independent counsel of his own choice concerning this Agreement, and has been advised to do so by the Company, and (b) that he has read and understands the Agreement, is fully aware of its legal effect, and has entered into it freely based on his own judgment.

8.10. Choice of Law. All questions concerning the construction, validity and interpretation of this Agreement will be governed by the law of the State of Texas without regard to the conflicts of law provisions thereof.

[Signature page follows]

 

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In Witness Whereof, the parties have executed this Agreement as of the date first written above.

 

F45 Training Holdings Inc.
By:   /s/ Adam Gilchrist
  Adam Gilchrist
Title:   President and Chief Executive Officer

 

Accepted and Agreed:
/s/ Chris Payne
Chris Payne

 

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EX-10.40 18 d144166dex1040.htm EX-10.40 EX-10.40

Exhibit 10.40

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (the “Agreement”) is entered into as of July 5, 2021 (the “Effective Date”), by and between Patrick Grosso (“Executive”) and F45 Training Holdings Inc. (the “Company”).

WHEREAS, Executive is currently employed by the Company as its Chief Legal Officer, and Company desires to have Executive’s employment continue in such capacity, and Executive desires to continue to serve in such capacity, pursuant to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, it is hereby agreed by and between the parties hereto as follows:

ARTICLE I

DEFINITIONS

For purposes of the Agreement, the following terms are defined as follows:

1.1. “Board” means the Board of Directors of the Company.

1.2. “Cause” means any of the following events: (i) Executive’s material breach of Executive’s material obligations under the Agreement; (ii) intentional misconduct in the performance of Executive’s duties to the Company or Executive’s material violation of any material written policy, employee handbook or code of conduct of the Company; (iii) Executive’s material breach of any fiduciary duty that Executive owes to the Company or any affiliate; (iv) commission by Executive of (A) a felony or (B) a crime involving fraud, embezzlement, dishonesty, or moral turpitude or (v) engaging in sexual harassment, sexual misconduct or discriminatory conduct in each case that is economically or reputationally injurious to the Company. The foregoing is an exclusive list of the acts or omissions that shall be considered “Cause” provided, however, with respect to the acts or omissions set forth in clauses (i), (ii) and (iii) above, (x) the Board shall provide Executive with 30 days advance written notice detailing the basis for the termination of employment for Cause, (y) during the 30 day period after Executive has received such notice, Executive shall have an opportunity to cure such alleged Cause events and to present his case to the full Board (with the assistance of his own counsel) before any termination for Cause is finalized by a vote of a majority of the Board and (z) Executive shall continue to receive the compensation and benefits provided by this Agreement during the 30 day cure period; provided, further, no act or failure to act of Executive shall be willful or intentional if performed in good faith with the reasonable belief that the action or inaction was in the best interest of the Company. Notwithstanding anything herein to the contrary, Executive’s employment will be deemed to have been terminated for Cause if it is determined subsequent to Executive’s termination of employment that grounds for termination for Cause existed at the time of Executive’s termination of employment.

1.3. “Change in Control” shall have the meaning ascribed to that term in the Company’s 2021 Equity Incentive Plan (the “Plan”) or any successor equity compensation plan of the Company. Notwithstanding the foregoing, (i) any bona fide primary or secondary public offering shall not constitute a Change in Control and (ii) if a Change in Control constitutes a payment event with respect to any payment or benefit that provides for the deferral of compensation and is subject to Section 409A, the Change in Control transaction or event with respect to such payment or benefit must also constitute a “change in control event,” as defined in Treasury Regulation §1.409A-3(i)(5) to the extent required by Section 409A.

1.4. “COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

1.5. “Code” means the Internal Revenue Code of 1986, as amended.

1.6. “Covered Termination” means (i) an Involuntary Termination Without Cause or (ii) a voluntary termination for Good Reason. For the avoidance of doubt, neither (x) the termination of Executive’s employment as a result of Executive’s death or Disability nor (y) the expiration of this Agreement due to non-renewal pursuant to the terms of Section 2.2 of this Agreement will be deemed to be a Covered Termination.

1.7. “Disability” shall mean a termination of Executive’s employment due to Executive’s absence from Executive’s duties with the Company on a full-time basis for at least 180 consecutive days as a result of Executive’s incapacity due to physical or mental illness which is determined to be total and permanent by a physician selected by the Company or its insurers.

1.8. “Good Reason” means any of the following are undertaken without Executive’s prior written consent: (i) a material diminution in Executive’s title, authority, duties, or responsibilities which substantially reduces the nature or character of Executive’s position with the Company (or the highest parent entity if the Company has one or more parent entities) which, for the avoidance of doubt, shall include a change in responsibilities as a result of the Company ceasing to be a publicly traded corporation; (ii) a material reduction by the Company of Executive’s base salary as in effect immediately prior to such reduction; (iii) a material reduction by the Company of Executive’s Target Bonus as in effect immediately prior to such reduction; (iv) relocation of Executive’s principal office (defined as a relocation of Executive’s principal office to a location that increases Executive’s one-way commute by more than fifty (50) miles), provided, that, for the avoidance of doubt, reasonable required travel by Executive on the Company’s business shall not constitute a relocation; or (v) any material breach by the Company of any material provision of this Agreement. Notwithstanding the foregoing, Executive’s resignation shall not constitute a resignation for “Good Reason” as a result of any event described in the preceding sentence unless (x) Executive provides written notice thereof to the Company within thirty (30) days after the first occurrence of such event, (y) to the extent correctable, the Company fails to remedy such circumstance or event within thirty (30) days following the Company’s receipt of such written notice and (z) the effective date of Executive’s resignation for “Good Reason” is not later than ninety (90) days after the initial existence of the circumstances constituting Good Reason.

1.9. “Involuntary Termination Without Cause” means Executive’s dismissal or discharge by the Company other than for Cause or by reason of Executive’s death or Disability.

1.10. “Section 409A” means Section 409A of the Code and the Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date.

 

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1.11. “Separation from Service” means Executive’s termination of employment constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h).

ARTICLE II

EMPLOYMENT BY THE COMPANY

2.1. Position and Duties. Subject to terms set forth herein, Executive shall continue to serve in an executive capacity and shall continue to perform such duties as are customarily associated with the position of Chief Legal Officer and such other duties as are assigned to Executive by the Board and/or the Company’s Chief Executive Officer. During the term of Executive’s employment with the Company, Executive will devote Executive’s best efforts and substantially all of Executive’s business time and attention (except for vacation periods and reasonable periods of illness or other incapacities permitted by the Company’s general employment policies or as otherwise set forth in this Agreement) to the business of the Company.

2.2. Term. The term of this Agreement shall commence on the Effective Date and shall terminate on the termination of Executive’s employment under this Agreement. If a Change in Control occurs during the term of this Agreement, the term of this Agreement shall, notwithstanding anything to the contrary in this Agreement, continue in effect for a period of not less than twenty-four (24) months beyond the month in which the Change in Control occurred. The period from the Effective Date until the earlier of termination of Executive’s employment under this Agreement is referred to as the “Term.”

2.3. Employment at Will. Both the Company and Executive shall have the right to terminate Executive’s employment with the Company at any time, with or without cause, and with or without prior notice. Upon certain terminations of Executive’s employment with the Company, Executive may become eligible to receive the severance benefits provided in Article IV of this Agreement.

2.4. Employment Policies. The employment relationship between the parties shall also be governed by the general employment policies and practices of the Company, including those relating to protection of confidential information and assignment of inventions, except that when the terms of this Agreement differ from or are in conflict with the Company’s general employment policies or practices, this Agreement shall control.

ARTICLE III

COMPENSATION

3.1. Base Salary. As of the Effective Date, Executive shall receive for services to be rendered hereunder an annual base salary of $450,000 (“Base Salary”), payable on the regular payroll dates of the Company (but no less often than monthly), subject to increase in the sole discretion of the Board or a committee of the Board.

3.2. Annual Bonus. For each calendar year ending during the term of Executive’s employment, Executive shall be eligible to receive an annual performance bonus (the “Annual Bonus”) targeted at seventy-five percent (75%) of Base Salary or such other amount as determined in the sole discretion of the Board or a committee of the Board (the “Target Bonus”), on such terms and conditions determined by the Board or a committee of the Board. The actual amount of any Annual Bonus (if any) will be determined in the discretion of the Board or a committee of the Board and

 

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will be (i) subject to achievement of any applicable bonus objectives and/or conditions determined by the Board or a committee of the Board and (ii) subject to Executive’s continued employment with the Company through the date the Annual Bonus is paid. The Annual Bonus for any calendar year will be paid at the same time as bonuses other Company executives are paid related annual bonuses generally.

3.3. Standard Company Benefits. During the Term, Executive shall be entitled to all rights and benefits for which Executive is eligible under the terms and conditions of the standard Company benefits and compensation practices that may be in effect from time to time and are provided by the Company to its executive employees generally, as well as any additional benefits provided to Executive consistent with past practice. Notwithstanding the foregoing, this Section 3.3 shall not create or be deemed to create any obligation on the part of the Company to adopt or maintain any benefits or compensation practices at any time.

3.4. Paid Time Off. During the Term, Executive shall be entitled to such periods of paid time off (“PTO”) each year as provided from time to time under the Company’s PTO policies and as otherwise provided for executive officers, as it may be amended from time to time.

3.5. Equity Awards. Executive will be eligible to receive stock options and other equity incentive grants as determined by the Board or a committee of the Board in its sole discretion.

ARTICLE IV

SEVERANCE AND CHANGE IN CONTROL BENEFITS

4.1. Severance Benefits. Upon Executive’s termination of employment, Executive shall receive any accrued but unpaid Base Salary and other accrued and unpaid compensation, including any accrued but unpaid vacation. If the termination is due to a Covered Termination, provided that Executive delivers an effective general release of all claims against the Company and its affiliates in a form acceptable to the Company (a “Release of Claims”) that becomes effective and irrevocable within fifty (50) days following the Covered Termination and complies with Executive’s continuing obligations under this Agreement, Executive shall be entitled to receive the severance benefits described in Section 4.1(a) or (b), as applicable. If the termination is due to Executive’s death or Disability, provided that Executive (or Executive’s beneficiaries or estate) delivers an effective Release of Claims that becomes effective and irrevocable within sixty (60) days following such termination of employment and complies with Executive’s continuing obligations under this Agreement, Executive shall be entitled to receive the severance benefits described in Section 4.1(c).

(a) Covered Termination Not Related to a Change in Control. If Executive’s employment terminates due to a Covered Termination which occurs at any time other than during the twelve (12) month period after a Change in Control, Executive shall receive the following:

(i) An amount equal to the sum of (i) Executive’s Base Salary at the rate in effect (or required to be in effect before any diminution that is the basis of Executive’s termination for Good Reason) at the time of Executive’s termination of employment and (ii) Executive’s Target Bonus in effect (or required to be in effect before any diminution that is the basis of Executive’s termination for Good Reason) for the year in which Executive’s termination of

 

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employment occurs, payable in a lump sum payment, less applicable withholdings, as soon as administratively practicable following the date on which the Release of Claims becomes effective and, in any event, no later than the sixtieth (60th) day following the date of the Covered Termination; provided, however, if such sixty (60) day period falls in two different calendar years, payment will be made in the later calendar year.

(ii) Notwithstanding anything set forth in an award agreement or incentive plan to the contrary, an amount equal to Executive’s Annual Bonus for the fiscal year in which Executive’s termination occurs based on target achievement of the applicable bonus objectives and/or conditions determined by the Board or a committee of the Board for such year payable, less applicable withholdings, at the same time bonuses for such year are paid to other senior executives of the Company, but in no event later than March 15 of the year following the year of Executive’s termination of employment.

(iii) The Company shall directly pay, or reimburse Executive for the premium for Executive and Executive’s covered dependents to maintain continued health coverage pursuant to the provisions of COBRA through the earlier of (A) the eighteen (18) month anniversary of the date of Executive’s termination of employment and (B) the date Executive and Executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s). Notwithstanding the foregoing, if the Company is otherwise unable to continue to cover Executive under its group health plans without penalty under applicable law (including without limitation, Section 2716 of the Public Health Service Act), then, in either case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments.

(iv) All of Executive’s unvested stock option, restricted stock, restricted stock units, performance stock units and other equity-based awards, shall become immediately vested on the date of Executive’s termination of employment, provided that: (x) each such award shall be exercisable, to the extent applicable, in accordance with the provisions of the award agreement and plan pursuant to which such equity award was granted and (y) for performance-based awards, any such vesting in respect of open periods of performance-based awards shall be calculated as set forth in the applicable award agreement, or, if not specified in the award agreement, based on the target level of performance.

(v) The Company shall directly pay, or reimburse, Executive for an amount equal to the Executive’s reasonable relocation expenses incurred by Executive in connection with his and his family’s relocation from California to Utah. The total of all such amounts will not exceed $20,000 .

(b) Covered Termination Related to a Change in Control. If Executive’s employment terminates due to a Covered Termination that occurs during the twelve (12) month period after a Change in Control, Executive shall receive the severance compensation and benefits provided for in Section 4.1(a), except that the payment described in Section 4.1(a)(ii) shall be payable in a lump sum payment, less applicable withholdings, as soon as administratively practicable following the date on which the Release of Claims becomes effective and, in any event, no later than the sixtieth (60th) day following the date of the Covered Termination; provided, however, if such sixty (60) day period falls in two different calendar years, payment will be made

 

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in the later calendar year. In addition, if there is a dispute as to whether grounds triggering termination with or without Cause or resignation with or without Good Reason have occurred, in each case in connection with a Change in Control, then any fees and expenses arising from the resolution of such dispute (including any reasonably incurred attorneys’ fees and expenses of Executive) shall be paid by the Company or its successor, as the case may be; provided, that Executive shall reimburse the Company on a net after-tax basis to cover expenses incurred by Executive for claims brought by Executive that are judicially determined to be frivolous or advanced in bad faith.

(c) Termination Due to Death or Disability. In the event that Executive’s employment is terminated at any time due to Executive’s death or Disability, Executive (or Executive’s beneficiaries or estate) shall be entitled to receive a pro-rata portion of Executive’s Target Bonus for the fiscal year in which Executive’s termination occurs (determined by multiplying the amount of the Target Bonus by a fraction, the numerator of which shall be equal to the number of days during the fiscal year of termination that Executive is employed by, and performing services for, the Company and the denominator of which is 365 days) payable in a lump sum payment, less applicable withholdings, as soon as administratively practicable following the date of termination (and, in any event, no later than the sixtieth (60th) day following the date of the termination).

4.2. 280G Provisions. Notwithstanding anything in this Agreement to the contrary, if any payment or distribution Executive would receive pursuant to this Agreement or otherwise (“Payment”) would (a) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (b) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall either be (i) delivered in full, or (ii) delivered as to such lesser extent which would result in no portion of such Payment being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by Executive on an after-tax basis, of the largest payment, notwithstanding that all or some portion the Payment may be taxable under Section 4999 of the Code. The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change in Control shall perform the foregoing calculations. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The accounting firm shall provide its calculations to the Company and Executive within fifteen (15) calendar days after the date on which Executive’s right to a Payment is triggered (if requested at that time by the Company or Executive) or such other time as requested by the Company or Executive. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executive. Any reduction in payments and/or benefits pursuant to this Section 4.2 will occur in the following order: (1) reduction of cash payments; (2) cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits payable to Executive.

 

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4.3. Section 409A.

(a) Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed at the time of his Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code which would subject Executive to a tax obligation under Section 409A of the Code, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six- month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death. Upon the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 4.3(a) shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein.

(b) Any reimbursements payable to Executive pursuant to the Agreement shall be paid to Executive no later than 30 days after Executive provides the Company with a written request for reimbursement, and to the extent that any such reimbursements are deemed to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code (i) such amounts shall be paid or reimbursed to Executive promptly, but in no event later than December 31 of the year following the year in which the expense is incurred, (ii) the amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and (iii) Executive’s right to such payments or reimbursement shall not be subject to liquidation or exchange for any other benefit.

(c) For purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive installment payments under the Agreement shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment.

4.4. Mitigation. Executive shall not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by Executive as a result of employment by another employer or by any retirement benefits received by Executive after the date of the Covered Termination, or otherwise.

4.5. Equity Coordination. For the avoidance of doubt, except as provided for in Section 4.1(a)(iv) above, all equity awards, including stock options, restricted stock units and other equity-based compensation granted by the Company to Executive under the Company’s equity-based compensation plans shall be subject to the terms of such plans and Executive’s equity award agreements with respect thereto.

ARTICLE V

PROPRIETARY INFORMATION OBLIGATIONS

5.1. Agreement. All Company Innovations shall be the sole and exclusive property of the Company without further compensation and are “works made for hire” as that term is defined under the United States copyright laws. Executive shall promptly notify the Company of any Company Innovations that Executive solely or jointly Creates. “Company Innovations” means all Innovations, and any associated intellectual property rights, which Executive may solely or jointly Create, during Executive’s employment with the Company, which (i) relate, at the time Created, to the Company’s business or actual or demonstrably anticipated research or

 

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development, or (ii) were developed on any amount of the Company’s time or with the use of any of the Company’s equipment, supplies, facilities or trade secret information, or (iii) resulted from any work Executive performed for the Company. Executive is notified that Company Innovations does not include any Innovation which qualifies fully under the provisions of California Labor Code Section 2870. “Create” means to create, conceive, reduce to practice, derive, develop or make. “Innovations” means processes, machines, manufactures, compositions of matter, improvements, inventions (whether or not protectable under patent laws), works of authorship, information fixed in any tangible medium of expression (whether or not protectable under copyright laws), mask works, trademarks, trade names, trade dress, trade secrets, know-how, ideas (whether or not protectable under trade secret laws), and other subject matter protectable under patent, copyright, moral rights, mask work, trademark, trade secret or other laws regarding proprietary rights, including new or useful art, combinations, discoveries, formulae, manufacturing techniques, technical developments, discoveries, artwork, software and designs. Executive hereby assigns (and will assign) to the Company all Company Innovations. Executive shall perform (at the Company’s expense), during and after Executive’s employment, all acts reasonably deemed necessary or desirable by the Company to assist the Company in obtaining and enforcing the full benefits, enjoyment, rights and title throughout the world in the Company Innovations. Such acts may include execution of documents and assistance or cooperation (i) in the filing, prosecution, registration, and memorialization of assignment of patent, copyright, mask work or other applications, (ii) in the enforcement of any applicable Proprietary Rights, and (iii) in other legal proceedings related to the Company’s Innovations. “Proprietary Rights” means patents, copyrights, mask work, moral rights, trade secrets and other proprietary rights. No provision in this Agreement is intended to require Executive to assign or offer to assign any of Executive’s rights in any invention for which Executive can establish that no trade secret information of the Company were used, and which was developed on Executive’s own time, unless the invention relates to the Company’s actual or demonstrably anticipated research or development, or the invention results from any work performed by Executive for the Company.

5.2. Remedies. Executive’s duties under this Article V shall survive termination of Executive’s employment with the Company and the termination of this Agreement. Executive acknowledges that a remedy at law for any breach or threatened breach by Executive of Article V, as well as Executive’s obligations pursuant to Section 6.2 and Article VII below, would be inadequate, and Executive therefore agrees that the Company shall be entitled to seek injunctive relief in case of any such breach or threatened breach.

ARTICLE VI

OUTSIDE ACTIVITIES

6.1. Other Activities.

(a) Except as otherwise provided in Section 6.1(b), Executive shall not, during the term of this Agreement undertake or engage in any other employment, occupation or business enterprise, other than ones in which Executive is a passive investor, unless he obtains the prior written consent of the Board.

 

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(b) Executive may engage in civic and not-for-profit activities so long as such activities do not materially interfere with the performance of Executive’s duties hereunder. In addition, subject to advance approval by the Board (which approval shall not be unreasonably withheld), Executive shall be allowed to serve as a member of the board of directors of one (1) for-profit entity at any time during the term of this Agreement, so long as such service does not materially interfere with the performance of Executive’s duties hereunder; provided, however, that the Board, in its discretion, may require that Executive resign from such director position if it determines that such resignation would be in the best interests of the Company.

6.2. Competition/Investments. During the term of Executive’s employment by the Company and for the two (2) year period thereafter, in order to protect the Company’s legitimate business interests, including the value of the Company’s confidential information, trade secrets, goodwill and training, which Executive acknowledges and agrees Executive has received and will continue to receive, Executive shall not (except on behalf of the Company) directly or indirectly, whether as an officer, director, stockholder, partner, proprietor, associate, representative, consultant, or in any capacity whatsoever engage in, become financially interested in, be employed by or have any business connection with any other person, corporation, firm, partnership or other entity whatsoever which is known by Executive to compete directly with the Company, throughout the world, in any line of business engaged in (or planned to be engaged in) by the Company, including, without limitation, the business of owning, operating or maintaining fitness facilities, providing fitness instruction or any related services as currently engaged in by the Company; provided, however, that anything above to the contrary notwithstanding, (i) Executive may own, as a passive investor, securities of any competitor corporation, so long as Executive’s direct holdings in any one such corporation do not, in the aggregate, constitute more than 1% of the voting stock of such corporation and (ii) Executive may be employed in the general practice of law provided that less than 10% of Executive’s total client base, or the client base of the professional firm or company of which Executive is affiliated, represents companies that would be deemed to be covered by the restrictions in this section. If it is determined by a court of competent jurisdiction in any state that any restriction in this Section 6.2 is excessive in duration or scope or is unreasonable or unenforceable under the laws of that state, it is the intention of the parties that such restriction may be modified or amended by the court to render it enforceable to the maximum extent permitted by the law of that state.

ARTICLE VII

NONINTERFERENCE

Executive shall not during the term of Executive’s employment by the Company and for the one (1) year period thereafter, in order to protect the Company’s legitimate business interests, including the value of the Company’s confidential information, trade secrets, goodwill and training, which Executive acknowledges and agrees Executive has received and will continue to receive, either on Executive’s own account or jointly with or as a manager, agent, officer, employee, consultant, partner, joint venturer, owner or stockholder or otherwise on behalf of any other person, firm or corporation, directly or indirectly solicit, induce attempt to solicit any of (i) its customers or clients to terminate their relationship with the Company or to cease purchasing services or products from the Company or (ii) its officers or employees or offer employment to any person who is an officer or employee of the Company; provided, however, that a general advertisement to which an employee of the Company responds shall in no event be deemed to result in a breach of this Article VII. If it is determined by a court of competent jurisdiction in any state that any restriction in this Article VII is excessive in duration or scope or is unreasonable or unenforceable under the laws of that state, it is the intention of the parties that such restriction may be modified or amended by the court to render it enforceable to the maximum extent permitted by the law of that state.

 

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ARTICLE VIII

GENERAL PROVISIONS

8.1. Notices. Any notices provided hereunder must be in writing and shall be deemed effective upon the earlier of personal delivery (including personal delivery by facsimile) or the third day after mailing by first class mail, to the Company at its primary office location and to Executive at Executive’s address as listed on the Company’s books and records.

8.2. Tax Withholding. Executive acknowledges that all amounts and benefits payable under this Agreement are subject to deduction and withholding to the extent required by applicable law.

8.3. Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provisions had never been contained herein.

8.4. Waiver. If either party should waive any breach of any provisions of this Agreement, they shall not thereby be deemed to have waived any preceding or succeeding breach of the same or any other provision of this Agreement.

8.5. Complete Agreement. This Agreement constitutes the entire agreement between Executive and the Company and is the complete, final, and exclusive embodiment of their agreement with regard to this subject matter, and will supersede all prior agreements, understandings, discussions, negotiations and undertakings, whether written or oral, between the parties with respect to the subject matter hereof. This Agreement is entered into without reliance on any promise or representation other than those expressly contained herein or therein, and cannot be modified or amended except in a writing signed by a duly-authorized officer of the Company and Executive.

8.6. Counterparts. This Agreement may be executed in separate counterparts, any one of which need not contain signatures of more than one party, but all of which taken together will constitute one and the same Agreement.

8.7. Headings. The headings of the sections hereof are inserted for convenience only and shall not be deemed to constitute a part hereof nor to affect the meaning thereof.

8.8. Successors and Assigns. This Agreement is intended to bind and inure to the benefit of and be enforceable by Executive and the Company, and their respective successors, assigns, heirs, executors and administrators, except that Executive may not assign his rights or delegate his duties or obligations hereunder without the prior written consent of the Company.

 

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8.9. Executive Acknowledgement. Executive acknowledges that (a) he has consulted with or has had the opportunity to consult with independent counsel of his own choice concerning this Agreement, and has been advised to do so by the Company, and (b) that he has read and understands the Agreement, is fully aware of its legal effect, and has entered into it freely based on his own judgment.

8.10. Choice of Law. All questions concerning the construction, validity and interpretation of this Agreement will be governed by the law of the State of Texas without regard to the conflicts of law provisions thereof.

[Signature page follows]

 

-11-

In Witness Whereof, the parties have executed this Agreement as of the date first written above.

 

F45 Training Holdings Inc.
By:   /s/ Adam Gilchrist
  Adam Gilchrist
Title:   President and Chief Executive Officer

 

Accepted and Agreed:
/s/ Patrick Grosso
Patrick Grosso

 

-12-

EX-10.41 19 d144166dex1041.htm EX-10.41 EX-10.41

Exhibit 10.41

F45 TRAINING HOLDINGS INC. 2021 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

Unless otherwise defined herein, the terms defined in the F45 Training Holdings Inc. 2021 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Restricted Stock Unit Award Agreement (the “Award Agreement”).

 

1.

Notice of Restricted Stock Unit Grant.

 

  Name:

    «GranteeName»

  Address:

    «GranteeStreetAddress»

  «GranteeCityStateZip»

   

The undersigned Participant has been granted Restricted Stock Units of the Company, subject to the terms and conditions of the Plan and this Award Agreement, as follows:

 

  Date of Grant:

  

 

  Vesting Commencement Date:

  

 

  Total Number of Restricted Stock Units

  

  Granted:

  

 

Vesting Schedule:

This Award shall vest as follows:

Termination/Forfeiture:

Vesting of the Award shall cease upon the date Participant ceases to be a Service Provider for any reason, including due to Participant’s death or Disability. Upon such cessation, any unvested Restricted Stock Units will be automatically cancelled and forefeited to the Company.

 

2.

Agreement.

A. Grant of Award. The Administrator of the Company hereby issues to the Participant named in the Notice of Restricted Stock Unit Grant (the “Notice”) in Part I of this Agreement (“Participant”), the Total Number of Restricted Stock Units (the “Award”) set forth in the Notice of Restricted Stock Unit Grant, subject to the terms and conditions of the Plan, which is incorporated herein by reference. In the event of a conflict between the terms and conditions of the Plan and this Award Agreement, the terms and conditions of the Plan shall prevail.

B. Transfer Restrictions. Unless determined otherwise by the Administrator, the Award issued to the Participant hereunder may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated by the Participant in any manner other than by will or by the laws of descent and distribution.

C. Settlement. Restricted Stock Units that become vested pursuant to the vesting schedule set forth above shall be settled by the Company, as soon as as paracticable following the applicable vesting date, in cash, Shares, or a combination of both as determined by the Administrator in its sole discretion.

D. Tax Obligations. The Participant agrees to make appropriate arrangements with the Company (or the Parent or Subsidiary employing or retaining Participant) for the satisfaction of all Federal, state, local and foreign income and employment tax withholding requirements prior to the delivery of any Shares or cash pursuant to this Award. Participant acknowledges and agrees that the Company may refuse to deliver the Shares or cash if such withholding amounts are not delivered.

E. Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Award Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof, and may not be modified adversely to the Participant’s interest except by means of a writing signed by the Company and Participant. This Award Agreement is governed by the internal substantive laws but not the choice of law rules of the State of Delaware.

F. No Guarantee of Continued Service. PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF RESTRICTED STOCK UNITS PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED RESTRICTED STOCK UNITS OR ACQUIRING SHARES OR CASH HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.

(signature page follows)

 

-2-

Participant acknowledges receipt of a copy of the Plan and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Award subject to all of the terms and provisions thereof. Participant has reviewed the Plan and this Award in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award and fully understands all provisions of the Award. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Award. Participant further agrees to notify the Company upon any change in the residence address indicated below.

 

PARTICIPANT    F45 TRAINING HOLDINGS INC.

 

Signature

«GranteeName»

   

 

By

Print Name   

 

Print Name

  

 

Title

Address:   

«GranteeStreetAddress»

   

«GranteeCityStateZip»

   

Signature Page to Restricted Stock Unit Award Agreement

EX-21.1 20 d144166dex211.htm EX-21.1 EX-21.1

Exhibit 21.1

F45 Training Holdings Inc.

List of Significant Subsidiaries

 

Legal Name

   

State or Other Jurisdiction of Incorporation

2M Hold Co Pty Ltd

   

Australia

F45 Aus Hold Co Pty Ltd

   

Australia

F45 Holdings Pty Ltd

   

Australia

F45 India Private Limited

   

India

F45 Operations Inc.

   

Delaware, U.S.

F45 Operations (Australia) Pty Ltd

   

Australia

F45 ROW Hold Co Pty Ltd

   

Australia

F45 Training Asia Private Ltd.

   

Singapore

F45 Training Canada Limited

   

Canada

F45 Training Inc.

   

Delaware, U.S.

F45 Training Pty Ltd

   

Australia

F45 U LLC

   

Delaware, U.S.

F45 United LLC

   

Delaware, U.S.

Flyhalf Australia Holding Company Pty Ltd

   

Australia

Flyhalf Acquisition Company Pty Ltd

   

Australia

FS8 Holdings, Inc.

   

Delaware, U.S.

FS8, Inc.

   

Delaware, U.S.

FS8 Pty Ltd

   

Australia

Functional 45 Training Limited

   

Ireland

Malibu Crew Holdings, Inc.

   

Delaware, U.S.

Malibu Crew, Inc.

   

Delaware, U.S.

Malibu Crew Pty Ltd

   

Australia

RNBC Holdings, Inc.

   

Delaware, U.S

RNBC Pty Ltd

   

Australia

Rollex Health Pty Ltd

   

Australia

 EX-23.1 21 d144166dex231.htm EX-23.1 EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Registration Statement No. 333-257193 on Form S-1 of our report dated May 12, 2021 (July 6, 2021 as to the effect of the stock split described in Note 2), relating to the financial statements of F45 Training Holdings Inc. and subsidiaries. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

 

/s/ Deloitte & Touche LLP
Costa Mesa, California
July 6, 2021
 EX-99.1 22 d144166dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

CONSENT TO BE NAMED

I hereby confirm my consent to being named as a person who will become a director of F45 Training Holdings Inc. (the “Company”), in the Registration Statement on Form S-1, including any all amendments and post-effective amendments thereto and any amendments filed under Rule 462(b) increasing the number of shares for which registration is sought (collectively, the “Registration Statement”), relating to the proposed initial public offering of common stock of the Company. This consent may be filed as an exhibit to the Registration Statement.

DATED: July 2, 2021

 

 /s/ Richard Grellman

 Name: Richard Grellman
 EX-99.2 23 d144166dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

CONSENT TO BE NAMED

I hereby confirm my consent to being named as a person who will become a director of F45 Training Holdings Inc. (the “Company”), in the Registration Statement on Form S-1, including any all amendments and post-effective amendments thereto and any amendments filed under Rule 462(b) increasing the number of shares for which registration is sought (collectively, the “Registration Statement”), relating to the proposed initial public offering of common stock of the Company. This consent may be filed as an exhibit to the Registration Statement.

DATED: July 1, 2021

 

/s/ Elizabeth Josefsberg
Name: Elizabeth Josefsberg
 EX-99.3 24 d144166dex993.htm EX-99.3 EX-99.3

Exhibit 99.3

CONSENT TO BE NAMED

I hereby confirm my consent to being named as a person who will become a director of F45 Training Holdings Inc. (the “Company”), in the Registration Statement on Form S-1, including any all amendments and post-effective amendments thereto and any amendments filed under Rule 462(b) increasing the number of shares for which registration is sought (collectively, the “Registration Statement”), relating to the proposed initial public offering of common stock of the Company. This consent may be filed as an exhibit to the Registration Statement.

DATED: July 2, 2021

 

 /s/ Lee Wallace

 Name: Lee Wallace
 EX-99.4 25 d144166dex994.htm EX-99.4 EX-99.4

Exhibit 99.4

CONSENT TO BE NAMED

I hereby confirm my consent to being named as a person who will become a director of F45 Training Holdings Inc. (the “Company”), in the Registration Statement on Form S-1, including any all amendments and post-effective amendments thereto and any amendments filed under Rule 462(b) increasing the number of shares for which registration is sought (collectively, the “Registration Statement”), relating to the proposed initial public offering of common stock of the Company. This consent may be filed as an exhibit to the Registration Statement.

DATED: July 2, 2021

 

/s/ Ruth Zukerman
Name: Ruth Zukerman
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