EX-10.13





 Exhibit 10.13 

EXECUTION COPY 

ASSIGNMENT AGREEMENT 

This Assignment Agreement is dated as of September 26, 2017, (this “Agreement”), and is entered into by
and among Club Pilates Franchise, LLC, a Delaware limited liability company (the “Assignor”), Xponential Fitness LLC, a Delaware limited liability company (the “Assignee”), and Megan Moen (the
“Executive”). 
 W I T N E S S E T H: 

WHEREAS, Assignor and Executive are parties to that certain Employment Agreement, dated as of August 22, 2017, by and
between Assignor and Executive (the “Employment Agreement”); and 
 WHEREAS, Assignor desires to assign,
transfer and convey all of its rights and obligations under the Employment Agreement to Assignee pursuant to the terms and conditions of this Agreement and Assignee desires to accept and assume all rights and obligations under the Employment
Agreement pursuant to the terms and conditions of this Agreement. 
 NOW, THEREFORE, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, and for the mutual agreements herein contained, the parties hereto agree as follows: 

1.     Assignment and Assumption of Employment Agreement. Effective as of the date hereof,
(i) Assignor hereby assigns to Assignee the Employment Agreement and all of Assignor’s rights and obligations thereunder, and Assignee hereby assumes the Employment Agreement and agrees to perform and discharge all of
Assignor’s rights and obligations thereunder and (ii) all references to Club Pilates Franchise, LLC in the Employment Agreement shall be deemed to be references to Xponential Fitness LLC. 

2.     Acknowledgments and Agreements by Executive. In reliance upon Assignor’s and
Assignee’s agreements set forth herein, Executive acknowledges and agrees that all of Executive’s obligations under the Employment Agreement shall inure to the benefit of Assignee. 

3.     Effectiveness of Employment Agreement. Except as set forth herein, the Employment
Agreement remains in full force and effect for the benefit of Assignee and Executive, as applicable, in accordance with their terms. No provision of this Agreement may be waived, amended, supplemented or otherwise modified without the prior written
consent of Assignor, Assignee and Executive. 
 4.     Governing Law. This Agreement shall
be governed by and construed and enforced under the laws of the State of Delaware, without giving effect to the conflicts of law principles that would require the application of any other law. 

5.     Counterparts. This Agreement may be executed in one or more counterparts, each of
which when executed shall be deemed to be an original but all of which shall constitute one and the same agreement. 












 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above. 
  

			
	CLUB PILATES FRANCHISE, LLC
		
	By:	 	/s/ Anthony Geisler
	Name:  Anthony Geisler
	Title:    Chief Executive Officer


  

			
	XPONENTIAL FITNESS LLC
		
	By:	 	/s/ Anthony Geisler
	Name:  Anthony Geisler
	Title:    Chief Executive Officer


  

			
	EXECUTIVE
	
	  

	Megan Moen


  
  

[Signature Page to Moen Assignment of Employment Agreement] 












 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above. 
  

			
	CLUB PILATES FRANCHISE, LLC
		
	By:	 	                
	Name: Anthony Geisler
	Title:   Chief Executive Officer


  

			
	XPONENTIAL FITNESS LLC
		
	By:	 	                
	Name: Anthony Geisler
	Title:   Chief Executive Officer


  

			
	EXECUTIVE
	
	 /s/ Megan Moen

	Megan Moen


  
  

[Signature Page to Moen Assignment of Employment Agreement] 












 Execution Copy 

Employment Agreement 

This Employment Agreement (this “Agreement”) is dated as of August 22, 2017, and is made by and
between Club Pilates Franchise, LLC, a Delaware limited liability company (the “Company”), and Megan Moen (“Executive”). 

W i t n e s s e t h: 

Whereas, the Company desires to continue to employ Executive, and Executive desires to be so continuously
employed, in each case, on the terms and conditions set forth herein. 
 Now, Therefore, in consideration of
the foregoing premises and the mutual covenants and promises contained herein, and for other good and valuable consideration, the Company and Executive hereby agree as follows: 

 

	1.	 Agreement to Employ; No Conflicts 



Upon the terms and subject to the conditions of this Agreement, the Company hereby agrees to continue to employ Executive, and
Executive hereby accepts such continued employment by the Company. Executive represents and warrants that (a) Executive is entering into this Agreement voluntarily, and that Executive’s employment hereunder and compliance with the
terms and conditions hereof will not conflict with or result in the breach by Executive of any agreement to which Executive is a party or by which Executive may be bound; (b) Executive has not violated, and in connection with
Executive’s employment with the Company will not violate, any non-competition, non-solicitation or other similar covenant or agreement by which Executive is or may
be bound; and (c) in connection with Executive’s employment by the Company, Executive will not use any confidential or proprietary information Executive may have obtained in connection with Executive’s employment with any prior
employer. 
  

	2.	 Term; Position and Responsibilities 



2.1     Term. Unless Executive’s employment shall sooner terminate pursuant to Section 6, the
Company shall employ Executive for a term commencing on the date hereof (the “Commencement Date”) and ending on the third anniversary thereof (the “Initial Term”). Effective upon the expiration of the
Initial Term and of each Additional Term (as defined below), unless Executive’s employment shall sooner terminate pursuant to Section 6, Executive’s employment hereunder shall be deemed to be automatically extended, upon the same
terms and conditions, for an additional period of one year (each, an “Additional Term”), in each such case, commencing upon the expiration of the Initial Term or the then current Additional Term, as the case may be, unless,
at least 60 days prior to the expiration of the Initial Term or such Additional Term, as the case may be, either party hereto shall have notified the other party thereto in writing that such extension shall not take effect. The period during which
Executive is employed pursuant to this Agreement shall be referred to as the “Employment Period”. 

2.2     Position and Responsibilities. During the Employment Period, Executive shall serve as the
Executive Vice President of Finance (“EVP of Finance”) of the Company, reporting to Chief Executive Officer of the Company and/or of a parent entity of the Company (the “CEO”). Executive shall have such
duties and responsibilities as are customarily assigned to individuals serving in such position, and such other duties consistent with Executive’s position as 












 
the CEO specifies from time to time. Executive shall devote all of Executive’s skill, knowledge and business time to the conscientious performance of such duties and responsibilities, except
for vacation time (as set forth in Section 5.2), absence for sickness or similar disability, and time spent performing services for any charitable, religious or community organizations, so long as such services do not materially interfere with
the performance of Executive’s duties hereunder. 
  

	3.	 Base Salary 



As compensation for the services to be performed by Executive during the Employment Period, the Company shall pay Executive a
base salary at an annualized rate of $180,000, payable in periodic installments on the Company’s regular payroll dates. The Board of Managers of the Company (the “Board”) will review Executive’s base salary annually
during the Employment Period (but will not decrease such base salary). The annual base salary payable to Executive under this Section 3, as the same may be increased from time to time, shall hereinafter be referred to as the “Base
Salary”. 
  

	4.	 Employee Benefits 



During the Employment Period, Executive (and, to the extent eligible, Executive’s dependents and beneficiaries) shall be
entitled to participate in any defined contribution plan, any insurance program and any medical and other health benefit plan, in each case, sponsored by the Company for its executive-level employees on terms and conditions set forth in such
programs and plans (as amended from time to time); provided, that if Executive elects to not participate in the Company’s medical or dental plans, the Company shall continue to pay for Executive’s current medical and dental
plan (or any reasonable equivalent plan acceptable to Executive) in lieu of participating in any such plans; provided, however, that the Company’s payment of medical and dental plan premiums will be taxable as wages
to Executive if and to the extent such payments would result in the imposition of excise taxes on the Company for the failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended,
and the Health Care and Education Reconciliation Act of 2010, as amended. 
  

	5.	 Expenses; Vacation 



5.1     Business Travel, Lodging, etc. The Company shall reimburse Executive for reasonable travel,
lodging, meal and other reasonable expenses incurred by Executive in connection with Executive’s performance of services hereunder upon submission of evidence, satisfactory to the Company, of the incurrence and purpose of each such expense, and
otherwise in accordance with the Company’s Board approved expense policy applicable to its employees as in effect from time to time. 

5.2     Vacation. During the Employment Period, Executive shall be entitled to paid vacation in
accordance with a Board approved vacation policy. 

  
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	6.	 Termination of Employment 



6.1     Termination Due to Death or Disability. During the Employment Period, Executive’s
employment shall automatically terminate in the event of Executive’s death, and may be terminated by the Company due to Executive’s Disability. For purposes of this Agreement, “Disability” shall mean a physical or
mental disability that prevents, regardless of any reasonable accommodation, the performance by Executive of Executive’s duties for a continuous period of 90 days or longer, or for 180 days or more in any
12-month period. 
 6.2     Termination by the
Company. The Company may terminate Executive’s employment with the Company with or without Cause. For purposes of this Agreement, “Cause” shall mean the following events or conditions, as determined by the
Board in its reasonable judgment: (a) any failure by Executive to substantially perform Executive’s duties hereunder (other than any such breach or failure due to Executive’s physical or mental illness) and the continuance of
such failure for more than 30 days following Executive’s receipt of written notice from the Company, which notice shall set forth in reasonable detail the facts or circumstances constituting such failure; (b) any failure by
Executive to cooperate, if reasonably requested by the Company, with any investigation or inquiry into Executive’s or the Company’s business practices, whether internal or external, including, but not limited to, Executive’s refusal
to be deposed or to provide testimony at any trial or inquiry and the continuance of such failure for more than 30 days following Executive’s receipt of written notice from the Company, which notice shall set forth in reasonable detail the
facts or circumstances constituting such failure; (c) Executive’s engaging in fraud, willful misconduct, or dishonesty that has caused or is reasonably expected to result in material injury to the Company or any of its affiliates;
(d) any material breach by Executive of any fiduciary duty owed to the Company or any of its affiliates; (e) Executive’s conviction of, or entering a plea of guilty or nolo contendere to, a crime that constitutes a felony; or
(f) any material breach by Executive of any of Executive’s obligations hereunder or under any other written agreement or covenant with the Company or any of its affiliates and the continuance of such failure for more than 30 days
following Executive’s receipt of written notice from the Company, which notice shall set forth in reasonable detail the facts or circumstances constituting such failure. A termination for Cause shall include a reasonable determination by the
Company following the termination of the Employment Period that circumstances existed during the Employment Period that would have justified a termination by the Company for Cause. 

6.3     Termination by Executive. Executive may terminate Executive’s employment with the
Company with or without Good Reason. For purposes of this Agreement, “Good Reason” shall mean a termination by Executive of Executive’s employment hereunder if (a) any of the following events occur without
Executive’s express prior written consent; (b) within 60 days after Executive learns of the occurrence of such event, Executive gives written notice to the Company describing such event and demanding cure; and (c) such
event is not fully cured within 30 days after such notice is given: (i) a material diminution in Executive’s Base Salary, (ii) the assignment to Executive of duties that are significantly different from, and that result
in a substantial diminution of, the duties or authority that Executive is to assume on the Commencement Date, or (iii) a material breach of this Agreement by the Company. 

  
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 6.4     Notice of Termination. Any termination of
Executive’s employment by the Company pursuant to Section 6.1 (other than in the event of Executive’s death) or Section 6.2 or by Executive pursuant to Section 6.3 shall be communicated by a written Notice of Termination
addressed to the other party to this Agreement. A “Notice of Termination” shall mean a notice stating that Executive’s employment with the Company has been or will be terminated and the specific provisions of this
Section 6 under which such termination is being affected. 
 6.5     Date of Termination. As
used in this Agreement, the term “Date of Termination” shall mean (a) if Executive’s employment is terminated by Executive’s death, the date of Executive’s death; (b) if Executive’s
employment is terminated by the Company pursuant to Section 6.1 due to Executive’s Disability, 30 days after the date on which the Notice of Termination is given; provided, that, if Executive shall have returned to the
performance of Executive’s duties on a full-time basis during such 30-day period, such Notice of Termination shall be of no force or effect; (c) if Executive’s employment is terminated by
the Company for Cause or by Executive for Good Reason, the date any applicable cure period expires (and, if there is no applicable cure period, the date specified in the Notice of Termination); provided, that if a party is entitled to
cure the nature of such termination and so cures prior to the expiration of the applicable cure period, the Notice of Termination provided to such curing party shall be of no force or effect; or (d) if Executive’s employment is
terminated for any other reason, the date specified in the Notice of Termination (which shall be 30 days after the date of such notice) and, if no such notice is given, 30 days after the date of termination of employment. 

6.6     Payments Upon Certain Terminations. 

6.6.1    Termination Without Cause or for Good Reason. If (a) the Company shall
terminate Executive’s employment without Cause or (b) Executive shall terminate Executive’s employment for Good Reason, in each case, during the Employment Period, the Company shall pay to Executive: 

(i)            any accrued and unpaid Base Salary and accrued and
unused vacation earned through the Date of Termination, which shall be paid on the tenth day after the Date of Termination (or if such day is not a business day, the next business day after such day); plus 

(ii)            as severance payments and provided that Executive
executes and delivers (and does not revoke) a general release of all claims in form and substance satisfactory to the Company within 60 days following the Date of Termination, three months’ Base Salary, which shall be paid in periodic
installments on the Company’s regular payroll dates, beginning with the next payroll date immediately following the expiration of the 60th day following the Date of Termination (which first payment shall include any payments of Base Salary that
should have been made during such 60-day period but for the 60-day release consideration period). 

6.6.2    Termination for Any Other Reason. If Executive’s employment is terminated for any
reason other than those specified in Section 6.6.1 during the Employment 

  
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Period, the Company shall pay Executive on the tenth day after the Date of Termination or the expiration of the Employment Period, as the case may be (or, if such day is not a business day, the
next business day after such day), accrued and unpaid Base Salary and accrued and unused vacation earned through the Date of Termination. 

6.6.3     Effect of Termination on Other Plans and Programs. In the event that Executive’s
employment with the Company is terminated for any reason, Executive shall be entitled to receive all amounts payable and benefits accrued under any otherwise applicable plan, policy, program or practice of the Company in which Executive was a
participant immediately prior to the Date of Termination in accordance with the terms thereof; provided, that, if Executive’s employment is terminated without Cause or for Good Reason, Executive shall not be entitled to receive
any payments or benefits under any such plan, policy, program or practice providing any severance or cash bonus compensation, and the provisions of this Section 6.6 shall supersede such provisions of any such plan, policy, program or practice.

 6.7     Resignation Upon Termination. Effective as of any Date of Termination or otherwise as
of the date of Executive’s termination of employment with the Company, Executive shall resign, in writing, from all positions then held by Executive with the Company and its affiliates unless otherwise requested by the Company and agreed to by
Executive. 
 6.8     Cessation of Professional Activity. Upon delivery of a Notice of
Termination by either party or a notice pursuant to Section 2.1, the Company may relieve Executive of Executive’s responsibilities described in Section 2.2 and require Executive to immediately cease all professional activity on behalf
of the Company, without such action constituting a termination of Executive’s employment by the Company without Cause or giving grounds for Executive to terminate for Good Reason. 

 

	7.	 Restrictive Covenants 



7.1     Unauthorized Disclosure. During the Employment Period and following any termination
thereof, without the prior written consent of the Company, except to the extent required by an order of a court having competent jurisdiction or under subpoena from an appropriate government agency, in which event Executive shall use
Executive’s best efforts to consult with the Company prior to responding to any such order or subpoena, and except as required in performance of Executive’s duties hereunder, Executive shall not use or disclose any confidential or
proprietary trade secrets, customer lists, drawings, designs, marketing plans, management organization information (including, but not limited to, data and other information relating to members of the boards of directors of the Company or any
subsidiary or affiliate thereof (the Company and their subsidiaries and affiliates, the “Company Group”), the Company Group, or to the management of the Company Group), operating policies or manuals, business plans, financial
records, or other financial, commercial, business or technical information (a) relating to the Company Group or (b) that the Company Group may receive belonging to customers or others who do business with the Company Group
(collectively, “Confidential Information”) to any third Person (as defined below) unless such Confidential Information has been previously disclosed to the public generally, is in the public domain, or has been rightfully
received by Executive from a third party who is authorized to make such disclosure, in each case, 

  
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other than by reason of Executive’s breach of this Section 7.1. For purposes of this Agreement, “Person” shall mean any natural person, partnership, limited
liability company, association, corporation, company, trust, business trust, governmental authority or other entity. 
 7.2
    Non-Solicitation of Employees. During the period beginning on the Commencement Date and ending twelve months after the termination of Executive’s employment with the Company
(the “Restriction Period”), Executive shall not, directly or indirectly, for Executive’s own account or for the account of any other Person, in any jurisdiction in which the Company Group has commenced during the
Employment Period, (i) solicit for employment any natural person throughout the world who is or was employed by or otherwise engaged to perform services for the Company Group (x) at any time during the Employment Period (in
the case of such prohibited activity occurring during such time) or (y) during the twelve month period preceding such prohibited activity (in the case of such prohibited activity occurring during the Restriction Period but after the date
of Executive’s termination of employment with the Company), other than any such solicitation on behalf of the Company Group during the Employment Period; or (ii) induce any employee of the Company Group to engage in any activity
which Executive is prohibited from engaging in under any of this Section 7 or to terminate such employee’s employment with the Company. 

7.3     Non-Solicitation of Business Relationships. During
the Employment Period, Executive shall not, directly or indirectly, for Executive’s own account or for the account of any other Person, in any jurisdiction in which the Company Group has commenced or has actively made plans to commence
operations, solicit, interfere with, or otherwise attempt to establish any business relationship of a nature that is competitive with the business or relationship of the Company Group with any Person throughout the world which is or was a customer,
client or franchisee of the Company Group, other than any such activity on behalf of or at the request of the Company Group. 

7.4     Works for Hire. 

7.4.1     Generally. Executive agrees that the Company shall own all right, title and interest
(including, but not limited to, patent rights, copyrights, trade secret rights and other rights throughout the world) in any inventions, works of authorship, ideas or information made or conceived or reduced to practice, in whole or in part, by
Executive (either alone or with others) during the Employment Period (collectively “Developments”); provided, however, that the Company shall not own Developments for which no equipment, supplies,
facility, trade secret information or Confidential Information of the Company was used and which were developed entirely on Executive’s time, and (A) which do not relate (I) to the business of the Company Group or
(II) to the actual or demonstrably anticipated research or development of the Company Group, and (B) which do not result from any work performed by Executive for the Company. 

7.4.2     Disclosure; Assignment. Subject to Section 7.4.1, Executive will promptly and fully
disclose to the Company, or any persons designated by it, any and all Developments made or conceived or reduced to practice or learned by Executive, either alone or 

  
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jointly with others during the Employment Period. Executive hereby assigns all right, title and interest in and to any and all of these Developments to the Company. Executive shall further assist
the Company, at the Company’s expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce, and defend any rights specified to be so owned or assigned. Executive hereby irrevocably designates and
appoints the Company and its agents as attorneys-in-fact to act for and on Executive’s behalf to execute and file any document and to do all other lawfully
permitted acts to further the purposes of the foregoing with the same legal force and effect as if executed by Executive. 

7.4.3     Copyright Act; Moral Rights. In addition, and not in contravention of Section 7.4.1
or Section 7.4.2, Executive acknowledges that all original works of authorship which are made by him (solely or jointly with others) within the scope of employment and which are protectable by copyright are “works made for hire,” as
that term is defined in the United States Copyright Act (17 USC §101). To the extent allowed by law, this Section 7.4.3 includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or
referred to “moral rights” (collectively, “Moral Rights”). To the extent Executive retains any such Moral Rights under applicable law, Executive hereby waives such Moral Rights and consents to any action consistent
with the terms of this Agreement with respect to such Moral Rights, in each case, to the full extent of such applicable law. Executive will confirm any such waivers and consents from time to time as requested by the Company. 

7.4.4     Authorized Disclosure. Section 1883(b) of Title 18 of the United States Code states
“An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (i) is made (a) in confidence to a Federal, State, or local government
official, either directly or indirectly, or to an attorney and (b) solely for the purposes of reporting or investigating a suspended violation of law or (ii) is made in a complaint or other document filed in a lawsuit or
other proceeding, if such filing is made under seal.” Accordingly, the Company and Executive have the right to disclose in confidence trade secrets to Federal, State, and local government officials, or to an attorney, for the sole purpose of
reporting or investigating a suspected violation of law. The Company and Executive also have the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from
public disclosure. Nothing in this Agreement is intended to conflict with Section 1883(b) of Title 18 of the United States Code or create liability for disclosures of trade secrets that are expressly allowed by Section 1883(b) of Title 18
of the United States Code. 
 7.4.5     Section 2870 of the California Labor Code.
Notwithstanding anything to the contrary contained in this Agreement, Executive may use Executive’s own ideas, knowledge, and experience to develop Developments that qualify under the provisions of Section 2870 of the California Labor
Code, which provisions are set forth below, and all rights to such Developments that qualify under Section 2870 and are so developed shall belong solely to Executive; provided, that such Developments are developed without the use
of Company resources and outside of the scope of the services provided under this Agreement. Section 2870 of the California Labor Code reads in its entirety, as follows: “(a) Any provision in an employment agreement which provides that an
employee shall assign, or offer to assign, any of his or her rights in an invention to his or 

  
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her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer’s equipment, supplies, facilities, or trade secret
information except for inventions that either: (1) Relate at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated research or development of the employer; or
(2) Result from any work performed by the employee for the employer; (b) To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned
under subdivision (a), the provision is against the public policy of this state and is unenforceable”. 
 7.5
    Nondisparagement. Executive agrees that Executive shall neither, directly or indirectly, engage in any conduct or make any statement (including through social media) disparaging or criticizing in any way the Company
Group, or any of their personnel, nor engage in any other conduct or make any other statement that could be reasonably expected to impair the goodwill or the reputation of the Company Group, in each case, except to the extent required by law, and
then only after consultation with the Company to the extent possible. 
 7.6     Return of
Documents. In the event of the termination of Executive’s employment, Executive shall deliver to the Company (a) all property of the Company Group then in Executive’s possession; and (b) all documents and data
of any nature and in whatever medium of the Company Group, and Executive shall not take with Executive any such property, documents or data or any reproduction thereof, or any documents containing or pertaining to any Confidential Information. 

7.7     Confidentiality of Agreement; Governmental Agency Exception. The parties to this Agreement
agree not to disclose its terms to any Person, other than their attorneys, accountants, financial advisors or, in Executive’s case, members of Executive’s immediate family or, in the Company’s case, for any reasonable purpose that is
reasonably related to its business operations; provided, that this Section 7.7 shall not be construed to prohibit any disclosure required by law or in any proceeding to enforce the terms and conditions of this Agreement.
Notwithstanding anything to the contrary contained in this Agreement, this Agreement does not limit Executive’s ability to communicate with any government agency or otherwise participate in any investigation or proceeding that may be conducted
by any government agency, including providing documents or other information, without notice to the Company or its affiliates. This Agreement does not limit Executive’s right to receive an award for information provided to any government
agencies. 
  

	8.	 Certain Acknowledgments; Injunctive Relief with Respect to Covenants 



8.1     Certain Acknowledgements. Executive acknowledges and agrees that Executive will have a
prominent role in the development of the goodwill of the Company Group, and has and will establish and develop relations and contacts with the principal business relationships of the Company Group in the United States of America and the rest of the
world, all of which constitute valuable goodwill of, and could be used by Executive to compete unfairly with, the Company Group and that (a) in the course of Executive’s employment with the Company, 

  
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Executive will obtain confidential and proprietary information and trade secrets concerning the business and operations of the Company Group in the United States of America and the rest of the
world that could be used to compete unfairly with the Company Group; (b) the covenants and restrictions contained in Section 7 are intended to protect the legitimate interests of the Company Group in their respective goodwill, trade
secrets and other confidential and proprietary information; and (c) Executive desires to be bound by such covenants and restrictions. 

8.2     Injunctive Relief. Executive acknowledges and agrees that the covenants, obligations and
agreements of Executive contained in Section 7 relate to special, unique and extraordinary matters and that a violation of any of the terms of such covenants, obligations or agreements will cause the Company Group irreparable injury for which
adequate remedies are not available at law. Therefore, Executive agrees that the Company shall be entitled to an injunction, restraining order or such other equitable relief (without the requirement to post bond) to restrain Executive from
committing any violation of such covenants, obligations or agreements. These injunctive remedies are cumulative and in addition to any other rights and remedies the Company Group may have. 

 

	9.	 Entire Agreement 



This Agreement constitutes the entire agreement between the Company and Executive with respect to the subject matter hereof,
and supersedes all undertakings and agreements, whether oral or in writing, previously entered into by the Company and Executive with respect thereto. All prior correspondence and proposals (including, but not limited to, summaries of proposed
terms) and all prior offer letters, promises, representations, understandings, arrangements and agreements relating to such subject matter (including, but not limited to, those made to or with Executive by any other person) are merged herein and
superseded hereby. 
  

	10.	 General Provisions 



10.1     Binding Effect; Assignment. This Agreement shall be binding on and inure to the benefit of
the Company and its respective successors and permitted assigns. This Agreement shall also be binding on and inure to the benefit of Executive and Executive’s heirs, executors, administrators and legal representatives. This Agreement shall not
be assignable by any party hereto without the prior written consent of the other parties hereto, except as provided pursuant to this Section 10.1. The Company may effect such an assignment without prior written approval of Executive upon the
transfer of all or substantially all of its business and/or assets (by whatever means). In addition, in connection with any reorganization of the Company and its affiliates that results in the establishment of one or more holding companies above the
Company, the Company will assign this Agreement to any such holding companies without needing Executive’s consent. 

10.2     Governing Law; Waiver of Jury Trial. 

10.2.1   Governing Law; Consent to Jurisdiction. This Agreement shall be governed in all respects, including
as to interpretation, substantive effect and enforceability, by 

  
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the internal laws of the State of California, without regard to conflicts of laws provisions thereof that would require application to the laws of another jurisdiction other than those that
mandatorily apply. Each party hereby irrevocably submits to the jurisdiction of the courts of the State of California and the federal courts of the United States of America located in Orange County, California solely in respect of the interpretation
and enforcement of the provisions of this Agreement and in respect of the transactions contemplated hereby. Each party hereby waives and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation and enforcement
hereof, or in respect of any such transaction, that such action, suit or proceeding may not be brought or is not maintainable in such courts or that the venue thereof may not be appropriate or that this Agreement may not be enforced in or by such
courts. Each party hereby consents to and grants any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agree that the mailing of process or other papers in connection with any such action or
proceeding in the manner provided in Section 10.6 or in such other manner as may be permitted by law, shall be valid and sufficient service thereof. 

10.2.2     Waiver of Jury Trial. Each party acknowledges and agrees that any controversy which may
arise under this Agreement is likely to involve complicated and difficult issues, and therefore each party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or
indirectly arising out of or relating to this Agreement, or the breach, termination or validity of this Agreement, or the transactions contemplated by this Agreement. Each party certifies and acknowledges that (a) no representative,
agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver; (b) each such party understands and has considered the
implications of this waiver; (c) each such party makes this waiver voluntarily; and (d) each such party has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this
Section 10.2.2. 
 10.3     Taxes. All amounts payable and benefits provided hereunder shall
be subject to any and all applicable taxes, as required by applicable Federal, state, local and foreign laws and regulations. 

10.4     Amendments; Waiver. No provision of this Agreement may be modified, waived or discharged
unless such modification, waiver or discharge is approved by a Person authorized by the Company and is agreed to in writing by Executive. No waiver by any party hereto at any time of any breach by any other party hereto of, or compliance with, any
condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No waiver of any provision of this Agreement
shall be implied from any course of dealing between or among the parties hereto or from any failure by any party hereto to assert its rights hereunder on any occasion or series of occasions. 

10.5     Legal Advice; Severability; Blue Pencil. Executive acknowledges that Executive has been
advised to seek independent legal counsel for advice regarding the effect of the provisions of this Agreement, and has either obtained such advice of independent legal counsel, or has voluntarily and without compulsion elected to enter into and be
bound by the terms of this 

  
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Agreement without such advice of independent legal counsel. In the event that any one or more of the provisions of this Agreement shall be or become invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby. Executive and the Company agree that the covenants contained in Section 7 hereof are reasonable covenants under the
circumstances, and further agree that if, in the opinion of any court of competent jurisdiction such covenants are not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions
of these covenants as to the court shall appear not reasonable and to enforce the remainder of these covenants as so amended. 

10.6     Notices. Any notice or other communication required or permitted to be delivered under
this Agreement shall be (a) in writing; (b) delivered personally, by courier service or by certified or registered mail, first class postage prepaid and return receipt requested with a copy by electronic mail;
(c) deemed to have been received on the date of delivery or, if so mailed, on the third business day after the mailing thereof; and (d) addressed as follows (or to such other address as the party entitled to notice shall
hereafter designate in accordance with the terms hereof): 
  

					
	(i)        	  	 If to the Company:

		
		  	 Club Pilates Franchise, LLC

3185 Pullman Street
 Costa Mesa,
CA 92626

		  	 Attention:
	  	 Chairman of the Board

		
		  	 with a copy (which shall not constitute notice) to:

		
		  	 TPG Growth III Fitness, L.P.

301 Commerce Street, Suite 3300

Fort Worth, TX 76102

		  	 Attention:
	  	 Office of General Counsel

c/o Mark Robilotti



			
		  	 Fax:     (817) 871-4001

		  	 Email: officeofgeneralcounsel@tpg.com

            Cc:
mrobilotti@tpg.com



					
		
		  	 with a copy (which shall not constitute notice) to:

		
		  	 Morrison Cohen LLP

909 Third Avenue
 New York, NY
10022

		  	 Attention:
	  	 David A. Scherl, Esq. Steven M. Cooperman,

Esq., and Eric Moskowitz, Esq.



			
		  	 Tel:      (212) 735-8600

		  	 Fax:     (212) 735-8708



  
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 (ii) If to Executive, to the last home address, or personal fax on file
with the Company. 
 10.7     Survival. The Company and Executive hereby agree that certain
provisions of this Agreement shall survive the expiration of the Employment Period in accordance with their terms, including, but not limited to, Sections 6.6, 7, 8, 9 and 10. 

10.8     Further Assurances. Each party hereto agrees with the other party hereto that it will
cooperate with such other party and will execute and deliver, or cause to be executed and delivered, all such other instruments and documents, and will take such other actions, as such other parties may reasonably request from time to time to
effectuate the provisions and purpose of this Agreement. 
 10.9     Section 409A. The
parties intend that any amounts payable hereunder comply with or are exempt from Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) (including under Treasury
Regulation §§ 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exceptions under subparagraph (iii) and subparagraph (v)(D)) and other
applicable provisions of Treasury Regulation §§ 1.409A-1 through A-6). For purposes of Section 409A, each of the payments that may be made under this
Agreement shall be deemed to be a separate payment for purposes of Section 409A. This Agreement shall be administered, interpreted and construed in a manner that does not result in the imposition of additional taxes, penalties or interest under
Section 409A. The Company and Executive agree to negotiate in good faith to make amendments to the Agreement, as the parties mutually agree are necessary or desirable to avoid the imposition of taxes, penalties or interest under
Section 409A. Neither the Company nor Executive shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Section 409A. Notwithstanding the
foregoing, the Company does not guarantee any particular tax effect, and Executive shall be solely responsible and liable for the satisfaction of all taxes, penalties and interest that may be imposed on or for the account of Executive in connection
with the Agreement (including any taxes, penalties and interest under Section 409A), and neither the Company nor any of its affiliates shall have any obligation to indemnify or otherwise hold Executive (or any beneficiary) harmless from any or
all of such taxes, penalties or interest. With respect to the time of payments of any amounts under the Agreement that are “deferred compensation” subject to Section 409A, references in the Agreement to “termination of
employment” (and substantially similar phrases) shall mean “separation from service” within the meaning of Section 409A. For the avoidance of doubt, it is intended that any expense reimbursement made to Executive hereunder shall
be exempt from Section 409A. Notwithstanding the foregoing, if any expense reimbursement made hereunder shall be determined to be “deferred compensation” within the meaning of Section 409A, then (i) the amount of the
indemnification payment or expense reimbursement during one taxable year shall not affect the amount of the expense reimbursement during any other taxable year, (ii) the expense reimbursement shall be made on or before the last day of
Executive’s taxable year 

  
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following the year in which the expense was incurred and (iii) the right to expense reimbursement hereunder shall not be subject to liquidation or exchange for another benefit. 

10.10     Counterparts. This Agreement may be executed in counterparts, each of which shall be
deemed an original and all of which together shall constitute one and the same instrument. The parties hereto agree to accept a signed facsimile copy or “PDF” of this Agreement as a fully binding original. 

10.11     Headings. The section and other headings contained in this Agreement are for the
convenience of the parties only and are not intended to be a part hereof or to affect the meaning or interpretation hereof. 
 [Signature
Page Follows] 

  
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 IN WITNESS WHEREOF, the Company has duly executed this Agreement by its
authorized representative, and Executive has hereunto set Executive’s hand, in each case effective as of the date first above written. 
  

			
	COMPANY
	
	 Club Pilates Franchise, LLC

		
	By:	 	                
	Name:
	Title:


  

			
	EXECUTIVE
	
	 /s/ Megan Moen

	Megan Moen


 [Signature Page to Employment Agreement]