EX-10.17





 Exhibit 10.17 

Employment Agreement 

This Employment Agreement (this “Agreement”) is effective as of July 1, 2020, and is made by and between
Xponential Fitness, LLC, a Delaware limited liability company (the “Company”), and Ryan Junk (“Executive”). 

Witnesseth: 

Whereas, the Company desires to employ Executive, and Executive desires to be so 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 employ Executive, and Executive hereby accepts
such 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 7, the Company shall employ Executive for a
term commencing on the date hereof (the “Commencement Date”) and ending on the one year 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 7, 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 Chief Strategy Officer of the Company, reporting to Chief Executive Officer of the Company and/or of a parent entity of the Company (the “CEO”) or his or her
designee. Executive may also be designated an officer title of the parent or subsidiary entities of the Company. 












 
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 or his or her designee 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 6.2), absence for sickness or similar disability of himself or an immediate family member as allowed by law, 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 $300,000, 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.	 Annual Bonus 



Beginning with the 2020 calendar year, and for each subsequent calendar year of the Company that ends during the Employment Period, Executive
shall be entitled to (i) an annual cash bonus opportunity of up to $100,000 (pro-rated for any partial calendar year) (the “Bonus”), paid following the close of each applicable
calendar year in arrears, which shall be payable based on performance based on the sole discretion of the Company’s CEO. Such bonus shall be payable after completion of the audit for such calendar year, but in no event later than March 15th of
the subsequent calendar year to which such Bonus relates. Notwithstanding anything to the contrary contained in this Agreement or any applicable bonus plan, program or arrangement, Executive shall be eligible to receive any such Bonus only if
Executive is actively employed by the Company on the Bonus payout date. 
  

	5.	 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. 

  
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	6.	 Expenses; Vacation 



6.1 Business Travel, Lodging, etc. The Company shall reimburse Executive for all 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. 
 6.2 Vacation. During the Employment Period, Executive shall be
entitled to paid vacation in accordance with a Board approved vacation policy which is incorporated herein by this reference. 
  

	7.	 Termination of Employment 



7.1 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. 

7.2 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 nob 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. 

  
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 7.3 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. 

7.4 Notice of Termination. Any termination of Executive’s employment by the Company pursuant to Section 7.1 (other than in
the event of Executive’s death) or Section 7.2 or by Executive pursuant to Section 7.3 shall be communicated by a personally delivered 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 7 under which such termination is being effected. 

7.5 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 7.1 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. 

7.6 Payments Upon Certain Terminations. 

7.6.1 Termination Without Cause or for Good Reason. If (a) the Company shall terminate Executive’s employment
without Cause or (12) 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 

  
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 (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, six (6) 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). 

7.6.2 Termination for Any Other Reason. If Executive’s employment is terminated for any reason other than those specified in
Section 7.6.1 during the Employment 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. 
 7.6.3
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 7.6 shall supersede such provisions of any such plan, policy, program or practice. 
 7.7 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. 
 7.8 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. 

 

	8.	 Restrictive Covenants 



8.1 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 

  
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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 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, other than by reason of
Executive’s breach of this Section 8.1. 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. 
 8.2 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 8 or to terminate such employee’s employment with
the Company. 
 8.3 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. 
 8.4 Works for Hire. 

8.4.1 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 (H) 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. 

  
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 8.4.2 Disclosure; Assignment. Subject to Section 8.4.1, 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 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. 
 8.4.3 Copyright Act; Moral Rights. In addition, and
not in contravention of Section 8.4.1 or Section 8.4.2, 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 8.4.3 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. 
 8.4.4 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. 

  
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 8.4.5 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 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”. 

8.5 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. The Company Group agrees that it shall neither, directly or indirectly, engage in any
conduct or make any statement (including through social media) disparaging or criticizing Executive in any way, nor engage in any other conduct or make any other statement that could be reasonably expected to impair the goodwill or the reputation of
Executive, in each case, except to the extent required by law, and then only after consultation with Executive to the extent possible. 

8.6 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. 
 8.7
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 8.7 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. 

  
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	9.	 Certain Acknowledgments; Injunctive Relief with Respect to Covenants 



9.1 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, 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 8 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. 
 9.2 Injunctive Relief. Executive acknowledges and agrees that the covenants, obligations and agreements of
Executive contained in Section 8 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. 
  

	10.	 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. 

 

	11.	 General Provisions 



11.1 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 11.1. 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). 

  
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 11.2 Indemnity. Section 7.2 of the Fifth Amended & Restated Limited
Liability Company Operating Agreement of Xponential Fitness, LLC, dated February 12, 2020, as amended from time to time, is incorporated by reference herein and made a part hereof, and as so incorporated, shall remain in full force and effect
in accordance with its terms. 
 11.3 Governing Law; Waiver of Jury Trial. 

11.3.1 Governing Law; Consent to Jurisdiction. This Agreement shall be governed in all respects, including as to interpretation,
substantive effect and enforceability, by 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 11.6 or in such other manner as may be permitted by law, shall be valid and sufficient service thereof. 

11.3.2 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 11.3.2 

11.4 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. 
 11.5 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. 

  
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 11.6 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 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 8 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. 
 11.7 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: 



Xponential Fitness, LLC 
 17877
Von Karman Avenue, Suite 100 
 Irvine, CA 92614 

Attention: Chairman of the Board 

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

Buchalter 
 1000 Wilshire
Boulevard, Suite 1500 
 Los Angeles, CA 90017 

Attention: Jeremy Weitz, Esq. 

	 	Tel:	 (213) 891-5285 



	 	Fax:	 (213) 630-5651 



 

	 	(ii)	 If to Executive, to the last home address, or personal fax on file with the Company. 



11.8 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 7.6, 8, 9, 10, and 11. 

  
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 11.9 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. 
 11.10 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 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. 

11.11 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. 

11.12 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. 

  
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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

	
	 XPONENTIAL FITNESS,
LLC



 
			
		
	 By:
	 	 /s/ Megan Moen

	 Name:
	 	Megan Moen
	 Title:
	 	EVP Finance


 
			
	
	 EXECUTIVE

	
	 /s/ Ryan Junk

Ryan Junk



 [Signature Page to Employment Agreement]