Amendment No. 1 to Second Amended and Restated Limited Liability Operating Company Agreement of Xponential Intermediate Holdings LLC dated December 20, 2021

Exhibit 10.1

AMENDMENT NUMBER ONE TO THE SECOND AMENDED AND RESTATED

LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF

XPONENTIAL INTERMEDIATE HOLDINGS LLC (A DELAWARE LIMITED LIABILITY COMPANY)

This Amendment Number One to the Second Amended and Restated Limited Liability Company Operating Agreement (the "Amendment") of Xponential Intermediate Holdings LLC (the "Company"), is effective as of December 20, 2021.

WITNESSETH:

WHEREAS, the Members are parties to that certain Second Amended and Restated Limited Liability Company Operating Agreement of the Company (the "Operating Agreement");

WHEREAS, the Members hereby agree to amend the Operating Agreement as provided herein; and

WHEREAS, capitalized terms not otherwise defined herein shall have the meanings set forth in the Operating Agreement.

NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

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I

IN WITNESS WHEREOF, Members holding a majority of the issued and outstanding Units of the Company have entered into this Amendment as of the day first above set forth.