KENNEDY LEWIS MANAGEMENT LP - 19 Jul 2021 Form 4 Insider Report for F45 Training Holdings Inc.

Footnote F1

These securities of F45 Training Holdings Inc. (the "Issuer") are held directly by Kennedy Lewis Capital Partners Master Fund LP ("Master Fund I").

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 I, 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. Kennedy Lewis GP LLC ("Fund I GP") is the general partner of Master Fund I. Kennedy Lewis Investment Holdings LLC ("Holdings I") is the managing member of Fund I GP. David Chene and Darren Richman are the managing members of Holdings I.

Footnote F4

(Continued from footnote 3) Each of Fund I GP and Holdings I 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 I due to their relationship with Master Fund I. 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 held by Master Fund II due to their relationship with Master Fund II.

Footnote F5

(Continued from footnote 4) David Chene and Darren Richman, in their capacities as managing members of Kennedy Lewis, and managing members of each of Holdings I 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 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 I GP, Holdings I, Fund II GP, Holdings II, 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 I GP, Holdings I, Fund II GP, Holdings II, David Chene or Darren Richman is the beneficial owner of such securities for purposes of Section 16 or any other purpose.

Footnote F7

On July 19, 2021, immediately prior to the consummation of the Issuer's initial public offering of Common Stock, approximately $14.2 million principal amount of the Issuer's convertible notes ("Convertible Notes") held directly by Master Fund I automatically converted into 2,109,759 shares of Common Stock. Such Convertible Notes were presently convertible and would automatically convert into 2,109,759 shares of the Issuer's Common Stock immediately prior to the consummation of the Issuer's initial public offering of Common Stock. The Convertible Notes would have matured five years after the initial October 6, 2020 issuance date.

Footnote F8

On July 19, 2021, immediately prior to the consummation of the Issuer's initial public offering of Common Stock, approximately $55.0 million principal amount of Convertible Notes held directly by Master Fund II automatically converted into 8,169,522 shares of Common Stock. Such Convertible Notes were presently convertible and would automatically convert into 8,169,522 shares of the Issuer's Common Stock immediately prior to the consummation of the Issuer's initial public offering of Common Stock. The Convertible Notes would have matured five years after the initial October 6, 2020 issuance date.