XPONENTIAL, INC.

Contact the Board of Directors

Xponential, Inc. stockholders who wish to communicate directly with the Company’s Board of Directors, any committee of the Board, or any individual director may submit their questions by:

Sending an e-mail message to: board@xponential.us

Mailing a letter to:
Board of Directors
Xponential, Inc.
6400 Atlantic Boulevard, Suite 190
Norcross, Georgia 30071

Each communication should specify the applicable addressee or addressees to be contacted, as well as the general topic of the communication. The Company will initially receive and process communications before forwarding them to the addressee. The Company generally will not forward to the Board any stockholder communication that it determines to be primarily commercial in nature, that relates to an improper or irrelevant topic, or that requests general information about the Company.

Contact the Xponential Audit Committee

The Audit Committee of the Board of Directors of Xponential, Inc. has adopted the following procedures for the submission of information, questions, complaints or concerns regarding the Company’s accounting, internal accounting controls or auditing matters by employees, stockholders and other third parties.

Submission of Complaints/Concerns

1. Manner of Submission. Information, questions, complaints or concerns about the Company’s accounting, internal accounting or auditing matters may be submitted to the Audit Committee in the following manner:

(a) By sending a written description of the information, question, complaint or concern the Chairman of the Company’s Audit Committee. The Chairman of the Audit Committee and his contact information are as follows:

Chairman, Audit Committee
Xponential, Inc.
6400 Atlantic Boulevard, Suite 190
Norcross, Georgia 30071
jrichards@xponential.us

(b) By calling the following toll-free Ethics Line number and leaving a message describing the concern or complaint:
866-213-5406, Extension 4. Your call will be routed to a secure voice mail system accessed only by the chairman of the audit committee. The Ethics Line can also be routed to a company operator which is staffed with live operators during the hours of 8:00 a.m. to 5:00 p.m., EST time.

2. Confidentially and Anonymity. Confidentiality is a priority, and all reports will be treated confidentially to the fullest extent possible, although in some circumstances disclosure of identity may be compelled by a court or other governmental authority.

Submissions of information, questions, complaints or concerns will not be traced and submissions may be made anonymously. To ensure the anonymous submission by e-mail, please do not send the submission from an e-mail address that identifies the sender. For submissions that are not anonymous, the caller or writer may be contacted in order to confirm information or to obtain additional information.

Receipt and Retention of Submissions

1. Receipt. The Company’s compliance officer or his designee will monitor the above-mentioned regular mail/e-mail address/Ethics Line on at least a daily basis and will promptly review all submissions. All submissions received by the Company on behalf of the Chairman of the Audit Committee will be immediately forwarded to the Chairman of the Audit Committee. The Audit Committee members will promptly forward all submissions received directly by them to the compliance officer or his designee.

2. Retention. A record of all such contacts shall be retained in a confidential database. Access to the database will be restricted to the compliance officer and members of the Audit Committee. All submissions shall be maintained in such file for a minimum of five (5) years following receipt of such submissions.

Treatment of and Response to Submissions

1. Review and Response. The compliance officer will document all submissions and investigate all complaints or concerns regarding the Company’s accounting, internal accounting controls or auditing or other related matters. All submissions are taken seriously, investigated promptly, and resolved to the satisfaction of the compliance officer and Audit Committee. The compliance officer will promptly notify the Chairman of the Audit Committee of any serious accounting, internal accounting controls, or auditing-related allegations. The compliance officer will regularly review with the Audit Committee the receipt, status, and investigation results of all complaints or concerns regarding the Company’s accounting, internal accounting controls, or auditing matters. The compliance officer will also report any substantiated allegations to the Audit Committee.

2. No Retaliation. Retaliation against any person who in good faith makes a submission about any accounting, internal accounting controls, or auditing matters, including illegal or unethical conduct, will not be tolerated and will be a cause for discipline, up to and including termination. A person may report retaliation through the same procedures outlined in “Manner of Submission” for reporting information, questions, complaints or concerns.

 

 
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