Exhibit 9

JOINDER AGREEMENT

This JOINDER AGREEMENT (this “Joinder”) to the Tax Receivable Agreement (as defined below), dated as of November 15, 2024, by and among Xponential Fitness, Inc., a Delaware corporation (the “Corporate Taxpayer”), and Parallaxes Xenon, LLC (“Permitted Transferee”).

WHEREAS, on the date hereof (the “Effective Date”), Permitted Transferee shall acquire (the “Acquisition”) from Anthony Geisler, The Anthony Geisler Trust U/A Dated 05/17/2011, LAG Fit, Inc., and BMG Fit, LLC (“Transferors”) the right to receive any and all payments that may become due and payable under the Tax Receivable Agreement with respect to all Common Units or other membership interests in OpCo held by the Transferors that were the subject of an Exchange prior to the Effective Date (the “Transferred Interests”); and

WHEREAS, the parties hereto agree that this Joinder complies with the requirements of Section 7.02(b) of the Tax Receivable Agreement, dated as of July 26, 2021, by and among the Corporate Taxpayer and each TRA Party (the “Tax Receivable Agreement”).

NOW, THEREFORE, in consideration of the foregoing and the respective covenants and agreements set forth herein, and intending to be legally bound hereby, the parties hereto agree as follows:

Section 1.01          Definitions. To the extent capitalized words used in this Joinder are not defined in this Joinder, such words shall have the respective meanings set forth in the Tax Receivable Agreement.

Section 1.02          Acknowledgement. The Corporate Taxpayer hereby acknowledges and agrees that, prior to the Acquisition, each of the Transferors was a TRA Party and a holder of the right to receive any and all payments that may have become due and payable under the Tax Receivable Agreement with respect to the Common Units or other membership interests in OpCo held or previously held by such Transferors.

Section 1.03          Joinder. Permitted Transferee hereby acknowledges and agrees to become a TRA Party for all purposes of the Tax Receivable Agreement. Permitted Transferee hereby acknowledges the terms of Section 7.02(b) of the Tax Receivable Agreement and agrees to be bound by Section 7.12 of the Tax Receivable Agreement. The Corporate Taxpayer hereby acknowledges and consents to the Acquisition and agrees that Permitted Transferee shall be a TRA Party following the Acquisition and shall be entitled to all rights and privileges of a TRA Party and in respect of the Transferred Interests, including the right to receive any and all Tax Benefit Payments, and all other payments, payable in respect of the Transferred Interests.

Section 1.04          Notice. Any notice, request, consent, claim, demand, approval, waiver or other communication hereunder to Permitted Transferee shall be delivered or sent to Permitted Transferee at the address set forth on the signature page hereto in accordance with Section 7.01 of the Tax Receivable Agreement. The Corporate Taxpayer is hereby notified and directed to ensure that all future Tax Benefit Payments, and all other payments, that would otherwise be transmitted to the Transferors in respect of the Transferred Interests, shall be made to the bank


account of Permitted Transferee set forth on Schedule A hereto or such other account that the Permitted Transferee shall provide to the Corporate Taxpayer in writing.

Section 1.05          Governing Law. This Joinder shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of law rules of such State that would result in the application of the laws of any other State.

IN WITNESS WHEREOF, this Joinder has been duly executed and delivered by Permitted Transferee as of the date first above written.

[Signature Pages Follow]





IN WITNESS WHEREOF, this Joinder has been duly executed and delivered by Permitted Transferee as of the date first above written.




 
PARALLAXES XENON, LLC
     
 
By:  
/s/ Andrew Lee
   
Name:  
Andrew Lee
   
Title:
Authorized Person
       
       
       
   
Address for notices:
     
   
Parallaxes Xenon, LLC
   
c/o Parallaxes Capital Management, LLC
   
250 Park Avenue Floor 7
   
New York, NY 10177
   
Attn: Andrew Lee
   
E-mail: andy@plxcap.com




Acknowledged and agreed
as of the date first set forth above:

XPONENTIAL FITNESS, INC.

By: /s/ John Meloun
Name: John Meloun
Title: CFO