DRAFT Fairness Opinion Presentation to the Special Committee Project Bruce July
3, 2025
DRAFT SECTION 1 2 Discussion Backdrop
Consortium Offer Reference Metric As of 1Q '25 Offer Price (Per Share)
$9.00 Premium vs. Adj. Unaffected Share Price (%) (1) $5.20 73% Premium vs. Unaffected Share Price (%) (2) $4.91 83% Premium vs. Unaffected 1-Month VWAP (%) (2) $4.92 83% Premium vs. Unaffected 3M-VWAP (2) $5.13 75% Premium vs.
Unaffected 6M-VWAP (2) $5.36 68% Premium vs. Recent Unaffected Trading High (6) $6.33 42% Premium vs. Recent Unaffected Trading Low (6) $4.55 98% Premium vs. Spot Price (7) $7.14 26% Aggregate Value Build Common Shares (Class A
& B) 194.7 RSU 1.0 SAR 2.4 FDSO(3) 198.0 Equity Value $1,782 Net Debt 856 Non-Controlling Interests 3 Aggregate Value (4) $2,641 Aggregate Value / 2024A EBITDA (5) 132 20.0x Aggregate Value / 2025B EBITDA (Budget) (5) 200
13.2x Source: Public filings, Capital IQ, Company Budget per Management as approved for our use by the Special Committee (the “Budget”), Company Projections per Management as approved for our use by the Special Committee (the “Special
Committee”) of the Board of Directors of the Company (the “Projections”), Q1’25 balance sheet per Management Notes: Adjusted Unaffected Share Price (“Adjusted Unaffected Share Price”) represents the unaffected price (share price as of 12/18/
24, the last trading day prior to public announcement of the Consortium offer) increased by avg. peer performance since unaffected date, +6% (DHG excluded from peer avg. due to M&A speculations since announcement of strategic alternatives
review) Unaffected share price (“Unaffected Share Price”) defined as the Company’s share price as of 12/18/2024, the last trading day prior to public announcement of the Consortium offer Share count as of 6/24/2025 per management incl.
194.7MM common shares, 1.0MM RSUs, and 2.4MM SARs dilution per Management (2.3MM at $4.00 strike price, 2.1MM at $5.00 strike price, 0.4MM at $6.05 strike price, 0.8MM at $12.46 strike price) Bridge from equity value to aggregate value
includes net debt and non-controlling interest of $859MM as of Q1’25 per Management 2024A EBITDA per public company filings; 2025B EBITDA per Budget Recent unaffected trading period represents period between announcement of dissolution of the
2024 Special Committee (5/31/2024) and the unaffected date (12/18/2024) 7. Spot price as of June 24, 2025 PROJECT BRUCE DISCUSSION BACKDROP 3 DRAFT $9.00/Share Offer Represents a 13.2x 2025 EBITDA Multiple and 83% Premium to Unaffected
Share Price On December 16, 2024, a group of investors led by Ashton Kutcher and Dan Rosensweig (the “Consortium”) submitted a proposal to acquire all of the common shares of the Company not owned by the Voting Group (as defined on the next
page) at $9.00/share and to lead a take-private of the Company with the Voting Group shareholders rolling into the transaction (implied new equity of $350MM from the Consortium with the Voting Group rolling all of its ownership) The proposal
welcomed the Voting Group, Goldman Sachs, and other material shareholders to rollover their ownership stake in the Company in the transaction The letter specified as pre-conditions the approval of the transaction by a Special Committee and a
vote of the majority of the minority Since the initial proposal, the SC tried to negotiate for a price increase to $9.25/share and ultimately was not able to get the bidder group to increase its price and the offer price per share was
reconfirmed at $9/sh The funding of the deal has been finalized to include new equity investments from the Consortium, Apollo, and MCR for [$250MM], [$100MM], and [$100MM], respectively, and certain existing shareholders rolling all or some of
their existing shares See next page for details The $9.00 per share offer represents a 13.2x 2025 EBITDA multiple and an 83% premium over the unaffected share price Summary of Proposal – Premiums and Implied Valuation Metrics $MM, unless
per share data in USD Summary of the Proposal
Rolling-Shareholders & Unvested Securities 1,383 55% Consortium
Equity 250 10% Apollo Equity 100 4% MCR Equity 100 4% Equity from New Investors 450 18% rolling equity value of $1,253MM(3) Unvested Dilutive Securities 4 0% Total Fully Diluted Equity Value 1,782 71% – Ron Burkle &
Affiliates to roll 100% of Goldman Sachs Senior Secured Debt 665 26% current stake, equivalent to $826MM Transaction Costs (4) 74 3% – Richard Caring to roll [90%] of current stake, equivalent to [$336MM] (selling [$37MM], equivalent
to [10%]) – Nick Jones to roll [100%] of his current Cash on Balance Sheet 24 1% Total Uses 2,521 100% investors including the Consortium, Apollo, and MCR The Consortium to invest [$350MM] in cash including [$100MM] from Apollo MCR, an
investment firm active in the hospitality sector, to invest [$100MM] in cash Transaction Sources & Uses Funding Consists of Rolling Equity from Existing Shareholders and New Equity from Consortium, Apollo, and MCR Existing Shareholders
Rolling Equity ($MM, unless otherwise noted) Transaction Sources & Uses Source: Management Information, Apollo Term Sheet (Balance sheet as of Q1’25) Notes: Other non-rolling Class A shareholders Total share count as of 6/24/2025 per
management including dilutive securities, individual share counts per latest management information Calculated based on $9.00 per share Estimate of final transaction costs Total Shares % of Shareholders Outstanding(2) Capital %
Voting Voting Group Total Equity Value(3) % of Shares Rolling Total Value of Rolling Equity Ron Burkle & Affiliates 91.8 46% 62% 826 100% 826 Richard Caring 41.5 21% 28% 374 90% 336 Nick
Jones 10.0 5% 6% 90 100% 90 Total Voting Group 143.3 72% 97% 1,290 97% A 1,253 Other Class A Shareholders Goldman Sachs and Affiliates 15.6 8% 1% 141 89.5% B 126 Other (1) 33.8 17% 2% 304 - - Board Members ex.
Voting Group Board Members ex. Voting Group 1.9 1% 0% 18 - - Total (Excluding Dilutive Securities) 194.7 99% 100% 1,752 1,379 Vested Dilutive Securities 2.9 1% n.a. 26 - - Unvested Dilutive
Securities 0.4 0% n.a. 4 100% 4 Total Dilutive Securities 3.3 2% n.a. 30 n.a. 4 Total (Including Dilutive Securities) 198.0 100% 100% 1,782 1,383 A• The Voting Group, consisting of Ron Burkle & Affiliates, Richard
Caring, and Nick Jones, owns 72.4% of the Company’s economic interests and 96.5% of the Company’s voting rights and is rolling a majority of their shares in the transaction resulting in an aggregate stake, equivalent to [$90MM] B• Goldman
Sachs is the largest shareholder outside of the voting group, owning 7.9% of capital and 1.1% of voting rights and will roll [14.0MM] shares ([89.5%]) of its current stake, equivalent to equity value of [$126MM] (selling [$15MM], equivalent to
[10.5%])(3) [$450]MM of cash will be invested by the new C ($MM, unless otherwise noted) Sources of Capital in Transaction ($MM) % of Total Uses of Capital in Transaction ($MM) % of Total Voting Group A 1,253 50% Equity Value
(Excluding Dilutive Securities)(3) 1,752 70% Goldman Sachs and Affiliates B 126 5% Dilutive Securities(3) 30 1% S&U detail to be confirmed / updated when deal is finalized D• In addition, Apollo will refinance the Goldman Sachs
senior secured debt with a private secured term loan ([$up to 685MM]) All other liabilities and debt will be assumed in the transaction Incremental equity from new investors may be raised between signing and closing – Any incremental capital
raised will offer Goldman Sachs and Richard Caring the opportunity to sell down their current stakes Apollo Private Secured Term Loan(5) D 665 Total Sources 2,521 74% 5. Apollo private secured term loan illustratively shown to offset entire
amount of outstanding Goldman Sachs senior secured debt PROJECT BRUCE DISCUSSION BACKDROP 4 DRAFT
Comparing The Proposal Today vs. 12/19/24 Initial Public Announcement Source:
Public Filings, Capital IQ (as of June 24, 2025), Projections, Budget Notes: 2024 & 2025 AV / EBITDA Multiples reflect aggregate value at offer price of $9 per share; December 2024 utilizes 2024E / 2025E EBITDA estimates from management
of $140MM / $228MM and 3Q balance sheet (Budget for 2025 was not available at this time); June 2025 utilizes 2024A Company EBITDA of $132MM and 2025B Budget EBITDA estimate of $200MM and 1Q 2025 balance sheet; Projections for 2026 have not
changed since initial receipt Consensus estimates as of June 24, 2025 includes fewer broker contributors than on December 18, 2024 (i.e. the current consensus estimates only include 2-3 contributors vs. 3-6 contributors on 12/18 (number of
contributors depends on metric)) December 18, 2024 June 24, 2025 Change (12/18 vs. 6/24) Company Consensus EBITDA Estimates (2025E / 2026E) 2025E & 2026E Adj EBITDA (1) $187MM / $206MM 11.1x / 10.4x 17.9x / 16.3x 18.1x /
16.7x 7.8x / 8.0x $228MM / $275MM (2) $155MM / $180MM 10.0x / 9.5x 18.7x / 17.0x 18.2x / 16.9x 7.3x / 7.0x Vail Comparable Companies Trading Valuation Location-Based Membership Platforms (2025E / 2026E EBITDA Multiples) Hospit-
ality Plat- forms Asset Light Lease (3) Heavy s $200MM / $275MM (13%) ▲ in Share Price (1.0x) / (0.9x) ▲ in Multiple +9% +0.8x / +0.7x +1% +0.1x / +0.2x +3% (0.5x) / (1.0x) (12%) / - (17%) / (13%) (2) 3. Lease Heavy average
excludes DHG due to M&A speculation since announcement of strategic alternatives review PROJECT BRUCE DISCUSSION BACKDROP 5 DRAFT Offer Price Unchanged at $9/Sh, Company Forecasts Lowered, Most Peers Trading in Line Except for
Vail Company Valuation at $9/Sh (AV / ‘24 EBITDA & AV / ‘25 EBITDA) (1) 18.9x / 11.6x 20.0x / 13.2x +1.1x / +1.6x 2024 Adj EBITDA (1) $140MM (Management Guidance) $132MM (Actual) (6%)
Unaffected Share Price $4.91 All Peer Average Perf. (3) +6% Adj. Unaffected
Share Price $5.20 $4.50 18-Dec 27-Jan 8-Mar 17-Apr 27-May $5.00 $5.50 $6.00 $6.50 $7.00 $7.50 $8.00 $8.50 Notes: The last trading day prior to public announcement of the Consortium offer (12/18/2024) Location-Based Membership
Platforms average includes Vail, Costco, Lifetime Fitness, Planet Fitness; Asset-Light average includes Marriott and Hilton; Lease-Heavy includes Melia (Dalata performance reflects unaffected performance prior to announcement of their strategic
alternatives, not included in average); Peer average includes Vail, Costco, Lifetime Fitness, Planet Fitness, Marriott, Hilton, and Melia How Has the Market Reacted? Share Price Performance Since the Initial Consortium Offer
Announcement Since Unaffected Date (Market Close 12/18/2024) (1) Source: Capital IQ (as of June 24, 2025) Upon the Company’s reporting of an offer from a third-party Consortium at a price of $9 per share on third-quarter earnings call
(12/19/2024), the stock jumped up +47%, closing at $7.22 The Company now trades at a +45% premium to Unaffected Share Price but (21%) discount to offer price Since the unaffected date, peers have traded up ~+6%, on average The Company’s
implied Adjusted Unaffected Share Price is $5.20 Peer Share Price Performance Since Unaffected Date to Current (1) Perf. Since Category (2) Unaffected Date Vail Resorts (MTN) (13%) Costco (COST) +4% Lifetime (LTH) +35% Planet Fitness
(PLNT) +11% 6/24/25 $7.14 +45% vs. Unaffected Share Price (~21% discount to the $9 offer price) 1-Day Performance: $7.22 (+47% vs Unaffected Share Price; ~20% discount to the $9 offer price) Share Price Jumped 47% to $7.22 Immediately
Following the Announcement and Now Trades at +45% Premium to Unaffected Share Price but (21%) Discount to $9 Offer Price 12/18/24 $4.91 (Unaffected Share Price) 1/29/25: Dan Loeb files 13D pushing the Soho House board to pursue a “fair”
sales process (+12% price movement) 2/7/25: JTS Enterprises of Tampa files a schedule 13G 3/14/25: Company announces late annual 10K filing for 2024 5/9/25: Company announces Q1’2025 earnings 3/31/25: Company announces FY 2024
earnings Build to Adjusted Unaffected Share Price 24-Jun Location-Based Membership Platform Average +9% Marriott (MAR) (3%) Hilton (HLT) +6% Asset-Light Average +1% Melia Hotels (MEL) +3% Dalata Hotel Group (DHG) +4% Lease-Heavy
Average(3) +3% All Peer Average(3) +6% Dalata announced strategic alternatives review on 3/6/25 – shown metrics based on share price prior to announcement 3. Dalata excluded from to average due to M&A speculation since announcement of
strategic alternatives review PROJECT BRUCE DISCUSSION BACKDROP 6 DRAFT
DRAFT SECTION 2 7 Valuation Perspectives
Summary of Morgan Stanley Valuation Analysis Morgan Stanley has received and
reviewed information regarding the Company, including reviewing the information provided in the dataroom, conducting information gathering sessions with the management team, and attending management meetings and information gathering sessions
with the management team For its valuation analysis, Morgan Stanley has relied on the Budget for 2025 and Projections for 2026-2028. Both the Budget and Projections were prepared and provided by the management team and approved by the Special
Committee for our use (see next page) Key Information Reviewed Projections Budget Asset-by-asset datatape with ownership type, asset KPIs (construction year, last renovation year, house opening year, features, location, % of ownership),
operational KPIs (number of members, waitlist, membership price, number of visits per member, avg. spend per member), and financial KPIs (revenue, operating expenses, contribution profit, capex, corporate G&A) for the last 5 years Detailed
pipeline of new house openings, including projected ramped up and stabilized operational and financial KPIs Historical financials Customer feedback surveys and focus group feedback PROJECT BRUCE VALUATION PERSPECTIVES 8 DRAFT Membership
growth and profitability assumptions House maturation data Debt agreements Lease obligations JV agreements, management / operating agreements Research analyst commentary, reports, and forecasts
Total Houses 26 27 33 40 42 45 48 55 62 66 12% 11% 11% Total
Revenue 642 384 561 972 1,125 1,204 1,333 1,545 1,742 1,971 13% 13% 14% % Growth (40%) 46% 73% 16% 7% 11% 16% 13% 13% Adj. EBITDA(1) 18 (47) (24) 61 116 132 200 275 358 423 50% 44% 28% %
Growth n.m. n.m. n.m. 90% 14% 52% 37% 30% 18% % Margin 3% n.m. n.m. 6% 10% 11% 15% 18% 21% 21% Unlevered Free Cash Flow(2) (50) 7 67 73 140 220 274 n.m. n.m. n.m. % Unlevered FCF
Conversion n.m. n.m. 51% 37% 51% 61% 65% Levered Free Cash Flow(2) (81) (35) 18 33 96 175 227 n.m. n.m. n.m. CAGR / Change Historical Budget / Projections 2021A 2022A 2023A 2024A 2025B 2026E 2027E 2019A 2020A 2028E
'19-'24 '24-'26 '25-'28 Net Debt / Adj. EBITDA 11.5x 6.9x 6.4x 4.4x 3.1x 2.0x 1.3x Historical Performance and Management’s Projections 14% Revenue CAGR, 28% EBITDA CAGR, and Positive FCF Generation Expected Over
2025-2028E Projections calls for revenue growth at 14% CAGR from ’25 – ’28 – Combination of organic growth, maturation of recent openings, and new house openings Adjusted EBITDA forecasted to grow at 28% CAGR from ’25 – ’28, driven by
margin expansion from 11% in 2024A FY to 21% in 2028E FY Free cash flow is expected to grow throughout the projection period Of note, the Company has consistently missed guidance, and consensus estimates since its IPO Source: Budget,
Projections, Company Filings Notes: Adjusted EBITDA is operating profit / (loss) adding back D&A, foreign exchange gain / (loss), stock-based compensation, one off costs, plus the share of JV Adjusted EBITDA; it does not include add backs
for preopening expenses, non-cash rent expense, and deferred registration fees Unlevered Free Cash Flow represents cash flow prior to adjustment for cash interest expense; Levered Free Cash Flow represents cash flow after adjusting for cash
interest expense Financial Statistics & Trajectory $MM, unless otherwise noted PROJECT BRUCE VALUATION PERSPECTIVES 8 DRAFT
Observations On Management’s Forecast Plan Risks and Opportunities ~66% of the
Company’s debt matures in Mar-2027 (GS Senior Secure Notes, ~8.24%, of which 6.20% PIK)(1). Based on today’s market environment, refinancing likely to be materially more expensive which is not reflected in the forecast 6 Street estimates
reflect an outlook materially below management’s forecast – this is true for 2025 and 2026, the furthest forecasted year by research; latest research analysts estimates for 2025FY and 2026FY EBITDA are 23% and 35% lower than management
forecasts 2 The fixed costs associated with many of the company’s leases implies the company has significant financial leverage beyond its corporate and asset level debt. Further, there are several meaningful leases that expire / reset during
the forecast and there may not be certainty to the precision of the estimates employed in determining the terms of successor leases 5 Management projects that the margin profile of the company will almost double from 11.0% EBITDA margin (per
FY 2024 reported earnings) to 21.5% by 2028. The forecasted margins materially exceed those historically achieved and its at-IPO guidance of 15% long-term EBITDA margin, though the Company is in process of implementing substantial cost
efficiency initiatives 3 Company has historically had difficulty meeting its guidance (and street expectations); missed revenue and/or EBITDA consensus and its guidance numerous times since IPO. See next page 1 Model forecasts absolute
G&A declines while the number of houses increases from 45 to 66, implying that substantial costs can be removed from the business while not impacting growth. The G&A decline is primarily driven by cost efficiency initiatives and new ERP
systems in process of being implemented by the company 4 1. Blended rate per Projections; Company issued two tranches of senior secure notes, with $441MM Initial Notes issued at cash interest of 2.0192% / PIK interest of 6.1572% and $100MM
Additional Notes issued at cash interest of 2.125% / PIK of 6.375% PROJECT BRUCE VALUATION PERSPECTIVES 10 DRAFT Notes:
3/15/24 Issued 2024 EBITDA Guidance of $155MM - $165MM
($160MM Midpoint) 5/10/24 Adjusted 2024 EBITDA Guidance to $157MM - $165MM (~$161MM Midpoint) 8/9/24 Maintained 2024 EBITDA Guidance In addition to underperforming consensus estimates as outlined in the table on the right, the Company
has also at times underperformed its public guidance (though some of the underperformance is attributable to out of period adjustments) 2024 FY EBITDA Guidance vs. Actuals Date Key Company Disclosures Current (6/24/2025) $7.14 - Adjusted
Unaffected Share Price $5.20 37.4% Unaffected Share Price (12/18/2024) $4.91 45.4% 1M VWAP - Unaffected $4.92 45.0% 3M VWAP - Unaffected $5.13 39.1% 6M VWAP - Unaffected $5.36 33.3% Recent Unaffected Trading High (8/28/2024)
(1)(2) $6.33 12.8% Recent Unaffected Trading Low (8/7/2024) (1)(2) $4.55 56.9% Current vs. The Company Has Missed Either Revenue or EBITDA Consensus 75% of the Time Since its IPO (5) Stock Price In 1Q 2025, the Company reported
adjusted EBITDA of $47MM, which included $23MM of one-time proceeds from COVID-19 related insurance; Adjusted EBITDA excluding the one-time item was $24MM which was 15% lower than the Company’s internal projection per Budget of $28MM and 20%
lower than the consensus estimate of $30MM 0 Jul-21 May-22 Mar-23 Notes: Recent unaffected trading period represents period between announcement of dissolution of initial Special Committee (5/31/2024) and the current assumed unaffected date
(12/18/2024) Based on closing price (not intraday trading) As of June 24, 2025 Reported Adjusted EBITDA of $47MM which included $23MM of one-time insurance proceeds related to COVID- 2 4 8 10 12 14 16 Jan-24 Nov-24 What Is the
Company’s Track Record of Meeting Estimates? Current Price(3): $7.14 Source: Capital IQ (as of June 24, 2025) 19, excluding the one-time item results in Adjusted EBITDA of $24MM, which was below consensus estimates PROJECT BRUCE VALUATION
PERSPECTIVES 11 DRAFT Reflects the number of quarters management has missed either revenue or EBITDA estimates divided by the total number of quarters since IPO Reported 2024 EBITDA inclusive of total $9.0MM one-time adjustments (including
$3.5MM out of period expenses related to Retail Inventory and Freight & Duty from 2022 & prior, $1.4MM out of period expense related to pre-paid rent from 2021, and $4.1MM expenses related to historical tax matters); excluding one-time
adjustments, EBITDA would have been $140.9MM 7/15/21: IPO Missed EBITDA Estimates; Beat Revenue Estimates 3Q21 - $12.07 Missed EBITDA and Revenue Estimates FY2021 - $6.92 2Q22 - $8.17 Allen becomes CFO Beat EBITDA Estimates; Missed
Revenue Estimates 1Q23 - $7.43 Missed EBITDA and Revenue Estimates 1Q22 - $8.45 Missed EBITDA Estimates; Beat 11/16/22: Andrew Carnie succeeds Nick Jones as CEO Revenue Estimates Missed EBITDA and Beat EBITDA and FY2022 - $7.40 Beat
Revised EBITDA Revenue Estimates 3Q22 - $4.75 3/8/23: MCG becomes SHCO 2/9/24: the Company releases press release announcing evaluation of strategic alternatives Revenue Estimates 11/10/23: Tom Collins 2Q23 - $6.12 becomes COO 3Q23 -
$6.43 Beat EBITDA and Revenue Estimates Estimates; Missed Revenue Estimates Beat EBITDA Estimates; Missed Revenue Estimates 3Q24 - $4.91 Reduced 2024 EBITDA Guidance to Beat EBITDA and Revenue Estimates 12/19/24 ~$140MM (-13% from
previous 1Q24 - $5.13 midpoint) 6 Reported 2024 EBITDA of $132MM 3/31/25 (-18% vs. initial midpoint guidance, and -6% vs. latest guidance) (6) 5/25/22: Thomas Missed EBITDA and Revenue Estimates FY2023 - $5.75 12/19/24: the Company
announces offer from a new third-party investor consortium @ $9.00 per share, unaffected share price of $4.91 5/31/24: the Company announces the Board dissolved the Special Committee, as the offer did not adequately reflect value of the
Company 12/28/22: Minimum price since IPO of $3.20 1/29/25: Dan Loeb files 13D regarding sales process Jun-25 Missed EBITDA Estimates; Beat Revenue Estimates 4Q24 - $6.18 Missed EBITDA Estimates; Missed Revenue Estimates 1Q25 -
$5.97(4) Share Price Performance $ / Sh Missed EBITDA Estimates; Beat Revenue Estimates 2Q21 - $11.12 Beat EBITDA and Revenue Estimates 2Q24 - $4.85 2/7/24: GlassHouse releases short-sell report
$8.39 $5.64 $6.38 $6.03 $7.25 $5.50 $4.55 $10.04 $7.66 $7.86 $7.05 $9.53 $9.00 $6.33 $3.00 $4.00 $5.00 $6.00 $7.00 $8.00 $9.00 $10.00 $11.00 Share
Price $3 $4 $5 $6 $7 $8 $9 $10 $11 Prem to Unaffected Share Price (39%) (19%) 2% 22% 43% 63% 83% 104% 124% Prem to Adj. Unaffected Share Price (42%) (23%) (4%) 15% 35% 54% 73% 92% 112% Equity Value ($Bn)
(4) 0.6 0.8 1.0 1.2 1.4 1.6 1.8 2.0 2.2 Aggregate Value ($Bn) (1) 1.4 1.6 1.8 2.0 2.2 2.4 2.6 2.8 3.0 2024A EBITDA Multiple (5) 11.0x 12.4x 13.9x 15.5x 17.0x 18.5x 20.0x 21.5x 23.1x 2025B EBITDA Multiple
(5) 7.2x 8.2x 9.2x 10.2x 11.2x 12.2x 13.2x 14.2x 15.2x Consortium Offer Price: $9.00 Recent Unaffected Range (2)(3) Recent Unaff. Low: $4.55 (8/7/24) Recent Unaff. High: $6.33 (8/28/24) 1M Unaff. VWAP: $4.92 A Based on 2024A
EBITDA of $132MM per public company filings, and 2025B EBITDA of $200MM per Budget 17.5% Stabilized EBITDA margin per Management Source: Broker Estimates, Capital IQ, Budget, Projections, Public Filings Notes: Bridge from equity value to
aggregate value includes $859MM of net debt and non-controlling interest per 1Q’25 balance sheet per Management Period between announcement of dissolution of initial Special Committee (5/31/2024) and the assumed unaffected date
(12/18/2024) Unaffected date as of December 18, 2024 (immediately prior to announcement of Consortium offer) Share count as of 6/24/2025 per management incl. 194.7MM common shares, 1.0MM RSUs, and 2.4MM SARs dilution per Management (2.3MM at
$4.00 strike Summary of Valuation Analyses and Reference Statistics Value Per Share, Balance Sheet Data as of Q1 ‘25 Reference Statistics Valuation Methodologies of 9.75x – 10.75x Terminal EBITDA margin of 17.5%(6) 4 Average:
$7.17 2 3 Analyst Price Target(3) Analyst Average (Unaffected): $7.17 B Adjusted Price: $5.20 $6.91 $6.14 $4.47 $3.69 1 • • Levered Cash Buyer Analysis Target IRR of 20%-25% Exit EBITDA multiple range of 9.75x – 10.75x Exit
EBITDA margin of 17.5% at 22.5% target IRR(6) C Each 100bps change of EBITDA margin in the terminal year impacts the value per share shown by ~$0.70 Unaffected Unaffected Share Share Price: $4.91 1M Unaffected VWAP: $4.92 • Comparable
Companies Analysis 2025B EBITDA multiple range of 10.25x – 11.25x 2025E consensus forecasts EBITDAx range of 10.25x – 11.25x (for reference) Precedent Transaction Analysis Applied premium range of 30% – 60% to Unaffected Share
Price (range informed by precedent transactions in relevant industries and controlling shareholder take-privates) Applied premium range of 30% – 60% to Adjusted Unaffected Share Price Sum of the Parts Analysis (Multiples-
Based) Segment-by-segment valuation based on applied 2025B EBITDA multiple (per Budget) Discounted Cash Flow Analysis CAPM-based WACC range of 12.2% – 13.5% Exit EBITDA multiple range $8.32 price, 2.1MM at $5.00 strike price, 0.4MM at
$6.05 strike price, 0.8MM at $12.46 strike price) PROJECT BRUCE VALUATION PERSPECTIVES 12 DRAFT $6.76
Implied Prem. @ $9 / Share (1) Unaffected Share Price $4.91 83.3% Adj.
Unaffected Price $5.20 73.2% Stock Price 1M VWAP - Unaffected $4.92 82.8% 3M VWAP - Unaffected $5.13 75.3% 6M VWAP - Unaffected $5.36 68.0% 12M VWAP - Unaffected $5.52 63.0% Recent Unaffected Trading High (8/28/2024)
(2)(3) $6.33 42.2% Recent Unaffected Trading Low (8/7/2024) (2)(3) $4.55 97.8% 5/31/23 $5.12 5 6 7 8 Nov-24 4 May-24 Jul-24 Sep-24 Source: Capital IQ (as of December 18, 2024) Notes: Based on Consortium offer price of $9.00 per
share (announced on December 19, 2024) Represents period between announcement of dissolution of initial Special Committee (5/31/2024) and the current assumed unaffected date of December 18, 2024 (immediately prior to the announcement of the
Consortium offer) Recent Unaffected Trading Performance Recent Unaffected Trading Performance High of $6.33 and Low of $4.55 (3) Share Price Performance(3) $ / Sh 12/18/24 $4.91 (4.1%) A Dec-24 8/7/24: Recent Unaffected Low of
$4.55 8/28/24: Recent Unaffected High of $6.33 Since the unaffected date, peers have traded up ~+6%, on average, resulting in an implied Adjusted Unaffected Share Price of $5.20(2) 3. Based on closing price (not intraday trading) PROJECT
BRUCE VALUATION PERSPECTIVES 13 DRAFT
$4 $7 $10 Analyst A Analyst B Analyst C Analyst D Analyst E Analyst
F Research Analyst Price Targets As of Unaffected Date (December 18, 2024)(1) Unaffected Mean Price Target of $7.17 with a Range from $5.50 to $9.00 (1) 8/12/24 11/11/24 8/9/24 11/6/24 6/14/24 Published Date Mean:
$7.17 $$55..5500 8/12/24 What Are Research Analyst Perspectives? Source: Bloomberg, analyst research reports (as of 12/18/2024) Note: $$99..0000 $$77..5500 $$77.5.500 $$66..0000 $$77..5500 B After the Company’s announcement of the
Consortium offer, Analyst A and B withdrew their price targets, Analyst C and E changed their price target to “Not Rated,” and Analyst D changed their price target to $9.00. Analyst F terminated coverage in January 2025, with a final price
target of $7.50 1. Based on unaffected date of December 18, 2024 (immediately prior to the announcement of the Consortium offer) PROJECT BRUCE VALUATION PERSPECTIVES 14 DRAFT
275 180 Management Consensus 1,333 1,286 Management Consensus 200 155 Management Consensus 1,545 1,400 Management Consensus Management’s
projections exhibit material differences from consensus broker estimates Wall Street consensus estimates suggest that research analysts expect much lower levels of revenue and EBITDA (and materially lower EBITDA margins) going forward for the
business relative to management's forecasts – Consensus currently reflects 2-3 broker estimates due to limited coverage of the Company(1) What Do Research Analysts Forecast for the Company? Consensus Estimates for Company’s Revenue and
EBITDA(1)(2) Source: Capital IQ (as of June 24, 2025) , Company Filings Note: Consensus per CIQ as of June 24, 2025 (CIQ only includes 2-3 contributors in current estimates, number of contributors depends on the metric) 2025B figures based
on Budget; 2026E figures based on Projections Reported Adjusted EBITDA of $47MM included $23MM of one-time insurance proceeds related to COVID-19, excluding the one-time item results in Adjusted EBITDA Q1 2025 Earnings Comparison ($MM,
unless otherwise noted) Consensus Budget Est. per Adj. ▲ vs. Est. per Adj. ▲ Actuals Consensus Consensus Budget vs. Budget Revenue 283 284 (1%) 286 (1%) Adj. EBITDA(3) 24 30 (20%) 28 (15%) % Margin 9% 11% (207 bps) 10% (135
bps) B 2025E ($MM) 2026E ($MM) 15% EBITDA Margin 12% 18% EBITDA Margin 13% Revenue EBITDA ($47MM) / (4%) ($45MM) / (23%) ($144MM) / (9%) ($95MM) / (35%) (297bps) (495bps) of $24MM PROJECT BRUCE VALUATION
PERSPECTIVES 15 DRAFT
Exit EBITDA
Multiple 9.25x 9.75x 10.25x 10.75x 11.25x 20.0% 22.5% $8.00 $7.38 $8.51 $7.85 $9.02 $8.32 $9.53 $8.78 $10.04 $9.25 25.0% $6.82 $7.25 $7.68 $8.11 $8.54 Target
IRR 2026E 2027E 2028E Exit Entry (2,575) - - - - - Exit - - - - - 4,334 Transaction Costs - - - - - (74) Unlevered Cash Flow (2,575) 81 140 220 274 4,260 Unlevered IRR Unlevered MOIC 18.8% 1.9x (+) Net Debt
Assumption / Issuance 856 - - - - - (-) Net Interest Expense - (31) (44) (95) (111) - (+) Debt Repayment - - - - - (941) Levered Free Cash Flow (1,719) 50 96 125 162 3,318 Levered IRR Levered
MOIC 22.5% 2.2x Sensitivity Analysis – Exit EBITDA Multiple vs. Target IRR Implied Value per Share (2) Notes: Reflects 2Q-4Q 2025B EBITDA figures, which removes the impact of Q1 2025 reported EBITDA (net of COVID insurance proceeds) and
assumes cash taxes, capex, change in NWC, JV Adjustment & Other per Projections with pro-rata removal for Q1 2025; net interest expense reflects Q2-Q4 2025 illustrative interest expense Balance sheet as of 1Q’25; net debt and NCI
of $856MM and $3MM, respectively per Management; 194.7MM common shares, 1.0MM RSUs, and 2.4MM SARs dilution per Management (2.3MM at $4.00 strike price, 2.1MM at $5.00 strike price, 0.4MM at $6.05 strike price, 0.8MM at $12.46 strike
price) Permitted Holder as defined in the indenture Illustrative cost of new debt of 11.0% (per Morgan Stanley Leveraged Finance desk) Estimate of final transaction costs Levered Cash Buyer Analysis Keeping Existing Debt In-Place Sources
and Uses Assumptions Levered cash buyer analysis $MM, unless otherwise noted Sources $ % Uses $ % illustrative as of March 31, 2025 Sponsor Equity 1,719 67% Purchase and Rollover of Equity 1,645 64% Financial projections taken
from Assumption of Net Debt 856 33% Assumption of Net Debt 856 33% • $423MM Scenario assumes that in-place EBITDA 176 275 358 423 423 Goldman Sachs notes can be (-) Cash Taxes (10) (15) (17) (20) assumed – implies that a
Permitted (-) CapEx (73) (101) (108) (118) Holder is involved with transaction (3) (+/-) Change in NWC (3) (6) 1 3 (-) JV EBITDA Adjustment and Other (9) (13) (14) (14) Goldman Sachs notes have ~6.2% PIK interest, 2% cash
interest Assumes Goldman Sachs notes are refinanced at maturity in 2027 with debt that has 11.0% cash interest (4); if debt was refinanced at the time of the transaction based on terms similar to the Apollo debt being considered, the implied
value per share would be ~$0.13 lower on average Budget and Projections for 2025B – Transaction Costs(5) 74 3% 2028E Total Sources 2,575 100% Total Uses 2,575 100% Exit value calculated based on assumed exit LTM EBITDA multiple
of Illustrative Returns Analysis 10.25x and exit LTM EBITDA of $MM, unless otherwise noted (1) Entry 2Q-4Q 2025B C Source: Public Filings, Projections, Budget , Apollo Term Sheet High / Low shown on p. 12 PROJECT BRUCE VALUATION
PERSPECTIVES 16 DRAFT
Adj. EBITDA Margin at Exit (1) 21.5% 20.0% 19.0% 17.5% 17.0% 16.0% 15.0% 14.0%
13.0% 11.0% 9.75x ($0.63) ($1.06) ($1.92) ($2.35) ($3.21) ($3.64) 10.25x ($0.66) ($1.11) ($1.79) ($2.02) ($2.47) ($3.38) ($3.83) 10.75x ($0.69) ($1.17) ($2.12) ($2.59) ($3.54) ($4.02) Exit EBITDA
Multiple $0.00 $7.85 $0.00 $8.32 $0.00 $8.78 ($3.07) $5.72 ($2.92) $5.39 ($2.78) $5.07 Sensitivity Analysis Based on Adj. EBITDA Margin and Exit Multiple Impact on Present Value per Share; Assumes Cost of Equity of 22.5% Source:
Projections Note: The LTM EBITDA margin at exit is sensitized while all other years in projection period maintain the same margins as per Management Balance sheet as of 1Q’25; net debt and NCI of $856MM and $3MM, respectively per
Management; 194.7MM common shares, 1.0MM RSUs, and 2.4MM SARs dilution per Management (2.3MM at $4.00 strike price, 2.1MM at $5.00 strike price, 0.4MM at $6.05 strike price, 0.8MM at $12.46 strike price) Every 1% Change in Stabilized Adj.
EBITDA Margin at Exit Could Impact Value per Share by ~$0.50 This sensitivity analysis on the target EBITDA margin is provided for illustrative purposes to reflect the potential implications of the identified areas of risk in the Projections
on the intrinsic value of the company Every 1% Change in Adj. EBITDA margin at exit could impact value by $0.50(2) Long-Term Adj. EBITDA Margin Target Communicated at IPO Note: The Company communicated a long-term Adj. EBITDA margin of 15%
to the market at the time of its IPO; in 2023 and 2024, the Company achieved an 10% and 11% Adj. EBITDA margin, respectively 2028E Adj. EBITDA Margin per Projections 2024A Margin C Sensitivity Analysis to Projections’ Target Adj. EBITDA
Margin ($1.88) $6.91 Stabilized EBITDA Margin Per Management $6.52 ($1.70) $6.14 ($4.99) $3.80 ($4.75) $3.56 ($4.52) $3.33 $ = Implied Value per Share High / Low shown on p. 12 PROJECT BRUCE VALUATION PERSPECTIVES 17 DRAFT
Comparable Companies: Who Are the Right Peers for the Company? Peers Selected
Include Location-Based Membership Platforms and/or Hospitality / Leisure Focus There are no perfect listed comps for the Company, but the selected peers reflect the companies with certain (but not all) features that are the most comparable to
the Company’s business model, including: Membership-like income with relatively predictable, resilient, and recurring cash flow Hospitality / leisure focused businesses Highly desirable consumer brands Substantial embedded growth
potential Lease exposure, to the extent applicable Morgan Stanley evaluated the business model and financial profile of 31 companies to assess the most comparable peers… This list was narrowed down and 8 companies have been selected based on
the features of the Company’s business model, with two main categories: Location- Based Membership Platforms and Hospitality Platforms Lease-Heavy Hospitality Location-Based Membership Hospitality Platforms Asset-Light
Operators Hospitality Platforms High Growth Consumer Lifestyle Brands EU Hospitality Timeshare Location-Based Membership Sports Teams Membership Leisure & Destination Events Asset-Light Operators Lease-Heavy
Hospitality 1 PROJECT BRUCE VALUATION PERSPECTIVES 17 DRAFT
Size 2024A
Revenue 1,204 2,907 254,453 2,621 1,182 25,100 11,174 2,056 652 2025E Revenue 1,333 2,982 274,752 2,974 1,304 26,223 11,880 2,089 793 2024A EBITDA 132 848 11,522 677 488 4,981 3,429 353 159 2025E
EBITDA 200 848 12,862 790 542 5,339 3,668 376 202 2.2x 3.6x 3.0x 3.1x 2.3x 1.6x Leverage ND / 2024A EBITDA (4) C 6.5x 2.6x (0.6x) Source: Capital IQ, Company Filings, Projections, Budget Notes: As of June 24, 2025 for
peers 2024A figures based on public company filings; 2025B figures per Budget; 1Q’25 balance sheet figures MAR and HLT EBITDA margin not adjusted for cost reimbursement revenue Costco has negative net debt due to cash balance that exceeds
debt Vail EBITDA, margin and leverage figures represent calendarized estimates Financial & Leverage Metrics (1) $MM, unless otherwise noted Assessing Financial and Leverage Profile (2) Company Location-Based Membership
Platforms Hospitality Platforms Asset-Light Lease-Heavy Margin 2024A EBITDA Margin(3) A 11% 29% 5% 26% 41% 20% 31% 17% 24% 2025E EBITDA Margin(3) 15% 28% 5% 27% 42% 20% 31% 18% 25% Growth '24A-26E Revenue
CAGR B 13.3% 3.1% 7.7% 12.4% 10.3% 5.2% 7.2% 2.0% 4.1% 44.5% '24A-26E EBITDA CAGR 14.5% 14.4% 2.7% 11.0% 11.6% 7.0% 7.6% 6.0% A • Costco stands out among peers as low margin business (~5%) while Planet Fitness is highest
margin (~41%) due to franchise / royalty fees ‒ Rest of peers maintain margins in ~20-40% range B‒ The Company’s estimated growth profile is generally higher than the peers with ~13% revenue and ~44% EBITDA CAGR, respectively C‒ The Company
maintains higher leverage than peers on an absolute basis (6.5x) 1 Comparable Companies: How Does the Company Compare to Peers? (5) PROJECT BRUCE VALUATION PERSPECTIVES 17 DRAFT
Size Market Capitalization
($Bn) 5.9 446.9 7.0 9.1 74.3 61.6 1.8 1.3 Aggregate Value ($Bn) 8.5 439.6 8.5 10.9 89.2 72.2 2.8 1.6 FY 2025E AV / EBITDA FY 2026E AV / EBITDA EBITDA
Multiple 10.0x 34.2x 10.7x 20.0x 16.7x 19.7x 7.3x 7.8x 9.5x 31.0x 9.5x 17.9x 15.6x 18.2x 7.0x 7.5x Trading Valuation(1) $MM, unless otherwise noted Source: Capital IQ and Company Filings Notes: As of June 24, 2025 Vail
EBITDA figures represent calendarized estimates Comparable Companies: Where Do the Company’s Peers Trade? Assessing Trading Valuation of Peers Peer multiples have generally rebounded following April 2nd market sell-off yet most sit at levels
below those exhibited earlier in the year Location-Based Membership Platforms Hospitality Platforms Asset-Light Lease-Heavy 1 3. Dalata share price represents unaffected price as of day before announcement of strategic alternatives
3/6/2025 PROJECT BRUCE VALUATION PERSPECTIVES 20 DRAFT (2) (3)
2025E 2025B Low Mid High Low Mid High Applied
EBITDAx 10.25x 10.75x 11.25x 10.25x 10.75x 11.25x EBITDA 155 155 155 200 200 200 Aggregate Value 1,589 1,667 1,744 2,054 2,154 2,254 (-) Net Debt (1) (856) (856) (856) (856) (856) (856) (-) NCI
(3) (3) (3) (3) (3) (3) Equity Value 731 808 886 1,195 1,295 1,395 FDSO (MM) (2) 198 198 198 198 198 198 Implied Value per Share $3.69 $4.08 $4.47 Consensus Forecasts Budget & Projections $6.03 $6.54 $7.05 Implied
Valuation for the Company Applied range of multiples is anchored around Vail’s trading multiples (given Vail has many shared characteristics with Company) Bottom end of the range also represents a premium to lease-heavy hospitality, given
Company’s higher quality of earnings due to its membership fee income (largely recurring) and higher relative growth profile Top end of range represents a discount to asset-light hospitality (given the composition of MAR / HLT’s revenue mix
skewing more towards franchise / management fees) Costco remains aspirational peer (exhibiting materially larger scale and lower leverage than the Company) Comparable Companies Analysis $MM, unless otherwise noted Comparable Companies
Analysis 1 Source: Public Filings, Budget, Projections Notes: 1. Balance sheet as of 1Q’25 2. Share count as of 6/24/2025 and per management information; FDSO includes 194.7MM common shares, 1.0MM RSUs, and 2.4MM SARs dilution per
Management (2.3MM at $4.00 strike High / Low shown on p. 12 price, 2.1MM at $5.00 strike price, 0.4MM at $6.05 strike price, 0.8MM at $12.46 strike price) PROJECT BRUCE VALUATION PERSPECTIVES 21 DRAFT
Share Price Unaffected Share Price $4.91 Applied Premium Range Low High 30%
60% 30% 60% Adj. Unaffected Share Price $5.20 Bottom Quartile 6% 17% Average 12% 33% Median 8% 35% Top Quartile 24% 60% Precedent Controlling Shareholder Take-Privates(1) Premium Paid Announcement Date 1-Day Prior
Unaffected Notes: 1. Based on 10 precedent all-cash controlling shareholder take-privates for U.S.-listed companies Precedent Transactions Analysis Select Cash-Only Public M&A Transactions in Relevant Industries An evaluation of select
precedent transactions have exhibited: Unaffected share price premiums of 40% (median) and 54% (average) Of note, these are for control transactions Controlling shareholder take-privates exhibit lower premiums of 33% (average) and 35%
(median). See table below Based on a survey of all-cash transactions, controlling shareholder take-privates, and precedent take- privates in similar industries, an applied premium range of 30% - 60% is applied to Company’s Unaffected Share
Price to derive an implied share price of $6.38 - $7.86 Premiums Paid in Precedent Transactions In Relevant Industries $MM unless otherwise noted; Controlling Stake, Cash Only Transactions (2) Announcement Source: Company filings, Press
Releases, Capital IQ, Refinitv, Data Point Precedent Transactions Analysis $ per Share, unless otherwise noted 2 Implied Share Price Low High $6.38 $7.86 $6.76 $8.32 High / Low shown on p. 12 2. Transactions paid for in foreign
currency are converted to $USD using the exchange ratio on the date of announcement PROJECT BRUCE VALUATION PERSPECTIVES 22 DRAFT Bottom Quartile 7% 30% Average 26% 54% Median 22% 40% Top Quartile 37% 70% Premium Paid
Date Target Acquiror Agg. Value 1-Day Prior Unaffected 10-Feb-25 Playa Hotels Hyatt Hotels 2,595 4% 40% 15-Mar-21 Extended Stay America Blackstone / Starwood 6,385 21% 21% 22-Jul-19 Peak Resorts Vail
Resorts 401 116% 116% 7-Jun-19 Millennium & Copthorne Hotels City Developments 2,840 37% 51% 14-Dec-18 Belmond LVMH 3,176 42% 124% 12-Oct-17 Mantra Hotels Accor 1,200 23% 23% 10-Jul-17 ClubCorp
Holdings Apollo 2,169 31% 31% 10-Apr-17 Intrawest Resorts KSL / Aspen Skiing Company 1,355 (6%) 40% 9-May-16 Morgans Hotel Group SBE Entertainment 710 18% 69% 16-Mar-15 Life Time Fitness Leonard Green /
TPG 4,005 7% 73% 20-Apr-12 Great Wolf Resorts Apollo 659 6% 87% 3-Jul-07 Hilton Hotels Blackstone 26,500 40% 40% 30-Jan-06 Fairmont Hotels & Resorts Kingdom Hotels / Colony Capital 3,900 3% 28% 9-Nov-05 LaQuinta
Corp. Blackstone 3,400 37% 37% 14-Jun-05 Wyndham International Blackstone 3,240 19% 60% 5-Mar-04 Extended Stay America Inc. Blackstone 3,100 24% 24%
Total / Implied Aggregate Value 200 9.9x 10.9x 11.9x 1,975 2,175 2,375 Implied
EBITDA Margin 15.0% Implied Value per Share (3) $5.64 $6.65 $7.66 2025B EBITDA(4) Applied Range Implied Aggregate Value Low Mid High Low Mid High House-Level Membership(1) 119 15.5x 16.5x 17.5x 1,839 1,958 2,077 In-House
(Excluding Membership) - Owned 27 10.25x 11.25x 12.25x 278 305 332 In-House (Excluding Membership) - Leased 124 6.5x 7.5x 8.5x 808 932 1,056 House-Level Contribution Profit (Sum / Wtd
Avg.) 270 10.8x 11.8x 12.8x 2,925 3,195 3,465 Other Segments (2) 78 6.5x 7.5x 8.5x 510 588 667 Total Contribution Profit 349 9.9x 10.9x 11.9x 3,435 3,784 4,132 Overhead and Central
Costs (148) 9.9x 10.9x 11.9x (1,461) (1,609) (1,757) Sum of the Parts Analysis Based on Budget (4) Valuation approach relies on applied multiples for individual segments of the Company Applied range based on comparable peers, and
adjusted for relative positioning of the Company’s segments (e.g., scale, growth profile) – Costco remains aspirational peer (exhibiting materially larger scale and lower leverage than the Company) Overhead and Central Costs valued at the
blended multiple (calculated by % of EBITDA contribution) Sum of the Parts Analysis – Multiples-Based $MM, unless otherwise noted Source: Budget Notes: Assumes House-Level membership margins consistent with In-House (Excluding Membership)
– Leased margins per Projections Includes Soho Home, Scorpios, Cities Without Homes, Cowshed, Soho Works, Restaurants, the Ned, the Line / Saguaro, IHDB, Soho Friends, Mumbai / Istanbul / Canouan management fees, group support revenue, and
site support revenue Balance sheet as of 1Q’25 and share count per Management; net debt and NCI of $856MM and $3MM, respectively per Management; FDSO includes 194.7MM common shares, 1.0MM RSUs, and 2.4MM SARs dilution per Management (2.3MM
at $4.00 strike price, 2.1MM at $5.00 strike price, 0.4MM at $6.05 strike price, 0.8MM at $12.46 strike price) 4. 2025B EBITDA per Budget 3 High / Low shown on p. 12 PROJECT BRUCE VALUATION PERSPECTIVES 23 DRAFT
2024 1Q 2025 Terminal CAGR Year ('24E-28E) House Membership Revenues 113 371
546 628 721 In-House Revenues 112 414 633 707 814 Other Segment Revenues 58 266 366 407 436 Total Revenue 1,204 283 1,050 1,545 1,742 1,971 1,971 13.1% % Growth (YoY) n.a. n.a. 13% 13% - EBITDA 132 24 176
275 358 423 345 33.8% % Growth (YoY) n.a. n.a. 30% 18% % Margin 11.0% 8.5% 16.8% 17.8% 20.6% 21.5% 17.5% (-) Cash Taxes (3) (10) (15) (17) (20) (-) CapEx (24) (73) (101) (108) (118) (+/-) Change in NWC (1) (3)
(6) 1 3 (-) JV EBITDA Adjustment and Other (3) (9) (13) (14) (14) Unlevered FCF (8) 81 140 220 274 207 Budget / Projections 2Q-4Q 2025B (4) 2026E 2027E 2028E Present Value of Unlevered FCF (12.9% Discount Rate) Sum of Present
Value of FCF $503 % of Implied Aggregate Value 18.8% Terminal Value Calculation $MM, unless otherwise noted Terminal EBITDA (1) $345 EBITDA Multiple (5) 10.25x Terminal Value 3,535 (6) Memo: Implied Perpetual Growth Rate 7.0% Present
Value of Terminal Value $2,177 % of Implied Aggregate Value 81.2% Implied Aggregate Value $2,680 (-) Net Debt (856) (-) NCI (3) Equity Value 1,822 (/) FDSO (MM) (3) 198.0 Implied Value per Share $9.20 Exit EBITDA
Multiple 9.25x 9.75x 10.25x
(5) 10.75x 11.25x 11.3% $8.79 $9.36 $9.92 $10.49 $11.06 12.2% $8.39 $8.94 $9.49 $10.04 $10.59 12.9% $8.13 $8.66 $9.20 $9.73 $10.27 13.5% $7.86 $8.39 $8.91 $9.44 $9.96 14.0% $7.66 $8.18 $8.69 $9.21 $9.72 WACC Source:
Budget, Projections Discounted Cash Flow Analysis Cash flows discounted to March 31, 2025 Financial projections taken from Budget and Projections for 2025B – 2028E Assumptions: Discount rate of 12.9% based on Company’s WACC Exit EBITDA
assumes 2028E Revenue with assumed 17.5% EBITDA margin (per Management) Terminal value calculated based on assumed exit EBITDA multiple of 10.25x(5) and exit EBITDA of $345MM(1) Terminal value calculated as of December 31, 2028 Discounted
Cash Flow Build $MM, unless otherwise noted Notes: Terminal year assumes stabilized EBITDA margin of 17.5% and Revenue consistent with 2028 FY; in the previous presentation given to the Special Committee on March 21, 2025, the terminal year
total revenue and terminal EBITDA margin of the company that were projected by Management and given to Morgan Stanley were $369MM and 17.5%, which resulted in a value range of $9.24-$11.00 per share when performing the discounted cash flow
analysis Balance sheet as of 1Q’25; net debt and NCI of $856MM and $3MM, respectively per Management FDSO per management includes 194.7MM common shares, 1.0MM RSUs, and 2.4MM SARs dilution per Management (2.3MM at $4.00 strike price, 2.1MM at
$5.00 strike price, 0.4MM at $6.05 strike price, 0.8MM at $12.46 strike price) Reflects 2Q-4Q 2025B EBITDA figures, excludes the impact of Q1 2025 reported EBITDA (net of COVID insurance proceeds) and assumes cash taxes, capex, change in NWC,
JV Adjustment & Other per Projections with pro-rata removal for Q1 2025 Derived from NTM trading multiples (spot, and historical averages) of comparable compagnies, taking into consideration similarities and differences in business models
and growth profiles A B A + B 4 Implied Share Price Build (2) $MM, unless otherwise noted 72 110 153 168 High / Low shown on p. 12 Sensitivity Analysis – Exit EBITDA Multiple vs. WACC Implied Value per Share (3) 6. Implied perpetual
growth rate is derived from the terminal unlevered free cash flow PROJECT BRUCE VALUATION PERSPECTIVES 24 DRAFT
Adj. EBITDA Margin at Exit (1) 21.5% 20.0% 19.0% 17.5% 17.0%
16.0% 15.0% 14.0% 13.0% 11.0% $2.53 $11.19 $2.66 $11.86 $2.79 $12.52 $1.60 $0.96 $1.68 $1.01 $1.76 $1.06 $0.00 $8.66 $0.00 $9.20 $0.00 $9.73 ($0.32) ($0.96) ($0.34) ($1.01) ($0.35)
($1.06) ($1.60) $7.06 ($1.68) $7.52 ($1.76) $7.97 ($2.24) ($2.88) ($2.35) ($3.02) ($2.47) ($3.17) ($4.18) $4.48 ($4.40) $4.80 ($4.61) $5.12 9.75x 10.25x 10.75x Exit EBITDA Multiple Sensitivity Analysis Based on Adj. EBITDA
Margin and Exit Multiple Impact on Present Value per Share; Assumes Discount Rate of 12.9% Source: Projections Note: The terminal year EBITDA margin is sensitized while all other years in projection period maintain the same margins as
provided in Projections Balance sheet as of 1Q’25 and share count per Management; net debt and NCI of $856MM and $3MM, respectively; FDSO includes 194.7MM common shares, 1.0MM RSUs, and 2.4MM SARs dilution per Management (2.3MM at $4.00
strike price, 2.1MM at $5.00 strike price, 0.4MM at $6.05 Every 1% Change in Stabilized Adj. EBITDA Margin (in Terminal Year) Could Impact Value per Share by ~$0.70 This sensitivity analysis on the target EBITDA margin is provided for
illustrative purposes to reflect the potential implications of the identified areas of risk in the Projections on the intrinsic value of the company Every 1% Change in Adj. EBITDA margin at exit could impact value by $0.70(2) 2028E Adj.
EBITDA Margin per Projections 4 Sensitivity Analysis to Projections’ Target Adj. EBITDA Margin strike price, 0.8MM at $12.46 strike price) Management PROJECT BRUCE VALUATION PERSPECTIVES 25 DRAFT $ = Implied Value per Share Stabilized
EBITDA Margin Per 2024A Margin Note: The Company communicated a long-term Adj. EBITDA margin of 15% to the market at the time of its IPO; in 2023 and 2024, the Company achieved an 10% and 11% Adj. EBITDA margin, respectively Long-Term Adj.
EBITDA Margin Target Communicated at IPO
DRAFT APPENDIX 26 Supplemental Materials
AV / NTM EBITDAx Vail Location-Based Membership
Platforms Asset-Light Lease-Heavy L90D Avg 9.2x 17.6x 16.8x 7.3x L1Y Avg. 10.2x 17.7x 17.6x 8.2x L3Y Avg. 11.4x 16.3x 16.1x 10.0x 5.0x 10.0x 15.0x 20.0x Jun-22 Dec-22 Vail Jun-25 Jun-23 Dec-23 Location-Based
Membership Platforms Avg.(2) Jun-24 Asset-Light Avg(.3) Dec-24 Lease-Heavy Avg.(4) PROJECT BRUCE SUPPLEMENTAL MATERIALS 27 DRAFT Peer Trading Multiples Over Time Historical AV / NTM EBITDA (1) Last Three Years Sources: Company
Filings, Capital IQ Notes: Market data as of 6/24/2025; balance sheet as of Q1’25 Location-Based Membership Platforms represents simple average of Vail, Costco, Lifetime Fitness, Planet Fitness Asset-Light represents simple average of
Marriott and Hilton 4. Lease-Heavy represents Melia; DHG excluded from lease-heavy avg. due to M&A speculations since announcement of strategic alternatives review 7.4x 9.6x 18.1x 17.9x
PROJECT BRUCE DRAFT Assumption Notes Low Base High Market Risk Premium
(MRP) Morgan Stanley estimated market risk premium 6.0% 6.0% 6.0% Risk Free Rate (Rf) Spot rate 10-year U.S. Treasury as of 12/18/24 4.5% 4.5% 4.5% Predicted Beta Per Morgan Stanley Methodology 1.79 1.79 1.79 Sensitivity
Adjustment +/- 1.0% from base (1.0%) 1.0% Cost of Equity (KE) Calculated using the Capital Asset Pricing Model 14.3% 15.3% 16.3% Pre-tax Cost of Debt (KD) Blended Rate Based on Current Capital Structure 11.0% 11.0% 11.0% Tax Rate
(t) Stautory tax rate based on filings 21.0% 21.0% 21.0% Post-tax Cost of Debt (KD) 8.7% 8.7% 8.7% Debt / Total Capitalization Based on expected capital structure 36.1% 36.1% 36.1% Weighted Average Cost of Capital (WACC) KE *
E/(D+E) + KD * (1-t) * D/(D+E) 12.2% 12.9% 13.5% SUPPLEMENTAL MATERIALS 28 Company’s Weighted Average Cost of Capital (“WACC”) WACC Derivation Using a weighted average cost of debt of 11.0% (based on indicative new issue rates provided
by Morgan Stanley’s Leveraged Finance team) and a debt / total capitalization of 36.1% results in a WACC range of 12.2% to 13.5% Source: Capital IQ, Company Filings, Management Information
DRAFT PROJECT BRUCE SUPPLEMENTAL MATERIALS Balance Sheet as of 1Q’25 Q1 2025
FDSO Build Based on Consortium's Offer Price $9.00 Shares Outstanding (MM) 194.7 RSU (MM) 1.0 PSU (MM) - SAR (MM) 2.4 Fully Diluted Shares Outstanding (MM)(1) 198.0 Market Cap Share Price ($) $9.00 Fully Diluted Shares
Outstanding (MM) 198.0 Equity Market Cap ($MM) 1,782 Debt Maturity Rate 1Q'25 Balance ($MM) Senior Secured Notes Mar 2027 Initial Notes: 8.2%, Additional Notes: 8.5% 665 Unsecured Loans - Soho Works Limited Sep
2025 7.00% 30 Property Mortgage Loans - Term Loan Jun 2033 6.99% 140 Other Loans (2) Varies Varies 15 Financing Leases 79 Financing Obligation 77 Total Debt 1,006 Cash (150) Net Debt 856 NCI 3 Aggregate
Value 2,641 29 Notes: Share count as of 6/24/2025 per management incl. 194.7MM common shares, 1.0MM RSUs, and 2.4MM SARs dilution per Management (2.3MM at $4.00 strike price, 2.1MM at $5.00 strike price, 0.4MM at $6.05 strike price, 0.8MM
at $12.46 strike price) Other loans include Dean Street loan, Copenhagen loans, Greek Street loan, and Greek Government loan for 1Q’25 Company Capitalization Source: Public filings, Company Budget per Management as approved for our use by
the Special Committee (the “Budget”), Company Projections per Management as approved for our use by the Special Committee (the “Special Committee”) of the Board of Directors of the Company (the “Projections”), Q1’25 balance sheet per public
filings
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