KENNEDY LEWIS MANAGEMENT LP - 25 Aug 2022 Form 4 Insider Report for F45 Training Holdings Inc.

Footnote F1

The price reported in Column 4 is a weighted average price. These shares of Common Stock of F45 Training Holdings Inc. (the "Issuer") were purchased in multiple transactions at prices ranging from $2.49 to $2.72, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnotes (1), (8) and (9) to this Form 4.

Footnote F2

These securities of the Issuer are held directly by Kennedy Lewis Capital Partners Master Fund II LP ("Master Fund II", and together with Master Fund III and Master Fund I, as defined below, the "Funds").

Footnote F3

Kennedy Lewis Management LP (the "Adviser") acts as investment adviser to the Funds. KLM GP LLC ("KLM") is the general partner of the Adviser. Kennedy Lewis Investment Management LLC ("Kennedy Lewis") is the owner and control person of KLM. David Chene and Darren Richman are the managing members and control persons of Kennedy Lewis. Each of the Adviser, KLM and Kennedy Lewis may be deemed to exercise voting and investment power over and thus may be deemed to beneficially own the securities of the Issuer held by each of the Funds due to their relationship with the Funds.

Footnote F4

Kennedy Lewis GP II LLC ("Fund II GP") is the general partner of Master Fund II. Kennedy Lewis Investment Holdings II LLC ("Holdings II") is the managing member of Fund II GP. David Chene and Darren Richman are the managing members of Holdings II. Each of Fund II GP and Holdings II may be deemed to exercise voting and investment power over and thus may be deemed to beneficially own the securities of the Issuer held by Master Fund II due to their relationship with Master Fund II. Kennedy Lewis GP III LLC ("Fund III GP") is the general partner of Kennedy Lewis Capital Partners Master Fund III LP ("Master Fund III"). Holdings II is the managing member of Fund III GP. David Chene and Darren Richman are the managing members of Holdings II. Each of Fund III GP and Holdings II may be deemed to exercise voting and investment power over and thus may be deemed to beneficially own the securities held by Master Fund III due to their relationship with Master Fund III.

Footnote F5

(Continued from footnote 4) David Chene and Darren Richman, in their capacities as managing members of Kennedy Lewis, and managing members of Holdings II, may be deemed to exercise voting and investment power over and thus may be deemed to beneficially own the securities held by each of the Funds due to their relationships with the Funds.

Footnote F6

For purposes of Section 16 of the Securities Exchange Act of 1934, each of the Adviser, KLM, Kennedy Lewis, Fund II GP, Holdings II, Fund III GP, Kennedy Lewis GP LLC ("Fund I GP"), Kennedy Lewis Investment Holdings LLC ("Holdings"), David Chene and Darren Richman disclaims beneficial ownership of the securities of the Issuer held directly by the Funds except to the extent of its or his pecuniary interest therein, and this report shall not be deemed an admission that any of the Adviser, KLM, Kennedy Lewis, Fund II GP, Holdings II, Fund III GP, Fund I GP, Holdings, David Chene or Darren Richman is the beneficial owner of such securities for purposes of Section 16 or any other purpose.

Footnote F7

These securities of the Issuer are held directly by Master Fund III.

Footnote F8

The price reported in Column 4 is a weighted average price. These shares of Common Stock of the Issuer were purchased in multiple transactions at prices ranging from $2.62 to $2.755, inclusive.

Footnote F9

The price reported in Column 4 is a weighted average price. These shares of Common Stock of the Issuer were purchased in multiple transactions at prices ranging from $2.48 to $2.73, inclusive.

Footnote F10

These securities of the Issuer are held directly by Kennedy Lewis Capital Partners Master Fund LP ("Master Fund I").

Footnote F11

Fund I GP is the general partner of Master Fund I. Holdings is the managing member of Fund I GP. David Chene and Darren Richman are the managing members of Holdings. David Chene and Darren Richman, in their capacities as managing members of Kennedy Lewis, and managing members of Holdings, may be deemed to exercise voting and investment power over and thus may be deemed to beneficially own the securities held by Master Fund I due to their relationships with Master Fund I.