COMMON STOCK SALE AGREEMENT
This COMMON STOCK SALE AGREEMENT (this Agreement) is entered into as of October 6, 2020, by and between Robert B. Deutsch (the Seller) and F45 Training Holdings Inc., a Delaware corporation (the Company). Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Stockholders Agreement of the Company, dated March 15, 2019, by and among the Company, MWIG LLC, a Delaware limited liability company, Adam James Gilchrist, the Seller, and 2M Properties Pty Ltd (ACN 109 057 383), a proprietary company limited by shares organized and existing under the laws of Australia, as trustee for The 2M Trust (as amended, the Stockholders Agreement).
WHEREAS, subject to the termination of that certain Agreement and Plan of Merger, dated June 24, 2020 (as amended, restated, supplemented, modified or waived from time to time in accordance with its terms, the Business Combination Agreement), by and among the Company, Crescent Acquisition Corp, a Delaware corporation (Crescent) and the other parties named therein, the Company expects to enter into a financing transaction representing an enterprise value for the Company of US$500,000,000, and pursuant to which the Company will receive at least US$50,000,000 in proceeds for working capital purposes;
WHEREAS, the Company expects to offer to repurchase shares of its Common Stock, par value $0.0001 per share (the Common Stock) on a pro rata basis, subject to the obligations of the Company under that certain Amended and Restated Sale Cooperation Agreement, dated as of the date hereof, by and among the Company, Seller, Adam J. Gilchrist and MWIG LLC, a Delaware limited liability company (as amended, restated, supplemented, modified or waived from time to time in accordance with its terms, the Sale Cooperation Agreement), using proceeds from the financing transaction;
WHEREAS, the Seller currently owns 13,050,000 shares of the Common Stock; and
WHEREAS, the Seller desires to sell 13,050,000 shares (the Shares) at the above mentioned valuation, and the Company desires to purchase from the Seller, the Shares, upon the terms and subject to the conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties, and covenants herein contained, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows.
SECTION 1. Repurchase of the Shares.
(a) Repurchase. Upon the terms and subject to the conditions of this Agreement, the Company agrees to purchase from the Seller, and the Seller agrees to sell, transfer, assign, convey and deliver (free and clear of all encumbrances (other than Permitted Liens) to the Company, the Shares (the foregoing agreements and the transfer of the Shares pursuant thereto, the Repurchase) for an aggregate purchase price of US$142,953,754.63 (the Purchase Price). Concurrently with the consummation of the Repurchase, the Company shall pay Seller US$2,500,000 (the Transaction Bonus), in satisfaction of the obligation of the Company pursuant to certain Transaction Bonus Agreement with the Company, dated as of February 17, 2020.