On May 22, 2023, the Board of Directors of F45 Trading Holdings Inc. elected Anthony Pasqua to the Board, effective immediately. Mr. Pasqua will serve as a Class II Director until the company's 2023 Annual Meeting of Stockholders and until his successor is duly elected and qualified. Mr. Pasqua will not receive compensation for service as a non-employee director of the Company.

Mr. Pasqua is a partner, Chief Financial Officer and Chief Operating Officer of Kennedy Lewis Investment Management LLC (KLIM"), which is the investment manager to significant stockholders of the company and a party to the company's Third Amended and Restated Stockholders' Agreement. The Company is party to several agreements with KLIM or affiliates of KLIM as previously disclosed. In addition, as disclosed in the Company's Form 8-K filed with the Securities and Exchange Commission (the SEC") on February 15, 2023, the Company entered into a credit agreement with certain subsidiaries of the Company as guarantors, Alter Domus (US) LLC, as administrative agent and Australian security trustee, and the lenders party thereto.

The lender group consists of existing stockholders of the Company, including affiliates of KLIM. Additionally, as previously disclosed, the Company is party to a Master Franchise Agreement (the MFA), with Club Sports Group, LLC (Club Sports"), an affiliate of KLIM. In light of KLIM's relationship with the Company and Mr. Pasqua's role with KLIM, the Board has determined that Mr. Pasqua is not independent under SEC standards and the standards of the New York Stock Exchange.