On October 20, 2023, F45 Training Holdings Incas borrower, the lenders party thereto and Alter Domus (US) LLC as administrative agent, entered into a First Amendment to Subordinated Credit Agreement under the Subordinated Credit Agreement, dated as of February 14, 2023, by and among the Company, as borrower, the other loan parties party thereto, the lenders party thereto and Alter Domus (US) LLC, as administrative agent and as Australian security trustee (as amended by the Amendment, the ?Subordinated Credit Agreement?). Pursuant to the Subordinated Amendment, the lenders agreed, among other things, to extend to the Borrower credit in the form of incremental term loans in an original aggregate principal amount equal to $40,000,000, which the Company received on October 23, 2023, provide delayed draw commitments in an aggregate principal amount of up to $10,000,000, and extend the deadline under the Subordinated Credit Agreement with respect to delivery of the Company?s quarterly financial statements for the first and second fiscal quarters of 2023, together with the accompanying compliance certificate, to November 8, 2023. The delayed draw commitments are available to be drawn until the date that is fifteen months following the effective date of the Subordinated Amendment.

The incremental term loans and delayed draw loans will accrue interest at a rate of 12.00% per annum, payable in kind, and will mature on August 13, 2028. On October 20, 2023, the Company, as borrower, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and Australian security trustee, entered into a Fifth Amendment to Amended and Restated Credit Agreement (the ?JPM Amendment?), under the Amended and Restated Credit Agreement dated as of August 13, 2021, by and among the Company, as borrower, the lenders party thereto and JPMorgan as administrative agent and Australian security trustee, as amended by that certain First Amendment to Amended and Restated Credit Agreement dated as of December 20, 2021, as amended by that certain Second Amendment to Amended and Restated Credit Agreement dated as of May 13, 2022, as amended by that certain Third Amendment to Amended and Restated Credit Agreement dated as of February 14, 2023, and as amended by that certain Fourth Amendment to Amended and Restated Credit Agreement dated as of June 30, 2023 (as amended by the Amendment, the ?JPM Credit Agreement?). Pursuant to the JPM Amendment, the lenders agreed to permit the incremental loans and delayed draw commitments under the Subordinated Credit Agreement, and extend the deadline under the JPM Credit Agreement with respect to delivery of the Company?s quarterly financial statements for the first and second fiscal quarters of 2023, together with the accompanying compliance certificate, to November 8, 2023.

In addition, the minimum liquidity covenant was amended to require that, as of the end of each fiscal month, the Company will not permit the sum of (i) Unrestricted Cash (as defined in the JPM Credit Agreement) and (ii) any undrawn commitments under the Specified Secured Subordinated Debt (as defined in the JPM Credit Agreement) to be less than $10,000,000, provided, however, that at no time shall the sum of (A) Unrestricted Cash and (B) any undrawn commitments under the Specified Secured Subordinated Debt be less than $7,500,000. The JPM Amendment also required that $5,000,000 in term loans under the JPM Credit Agreement be repaid, which the Company repaid on October 23.2023.