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1 Robert L. Schwartz, Esq. (#003689) Scott A. Holcomb, Esq. (#009723) 2 Steven D. Wolfson, Esq. (#014101) MARISCAL, WEEKS, McINTYRE & FRIEDLANDER, P.A. 3 2901 North Central Avenue, Suite 200 4 Phoenix, Arizona 85012-2705 Phone: (602) 285-5000 5 Fax:(602)285-5100 Firm E-Mail for Official Court Documents 6 courtdocs@mwmf. com 7 8 9 10 11 LAURA GLASSMAN, 12 13 14 15 16
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Attorneys for Respondent IN THE SUPERIOR COURT OF THE STATE OF ARIZONA IN AND FOR THE COUNTY OF YAVAPAI In re the Marriage of: No.P1300-DO201000275 NOTICE OF TENDER AND MOTION TO APPROVE SALE OF STOCK IN CROSSFIT, INC. FROM PETITIONER TO RESPONDENT (Oral Argument Requested) (Assigned to the Hon. Kenton Jones) Respondent, through undersigned counsel, hereby gives notice to the Court that Petitioner does hereby tender to Respondent a Purchase and Sale Agreement to purchase the exact same interest in CrossFit. Inc. ("CrossFit") that Respondent asked the Court to approve in a sale to a third-party, Anthos-CP Holdings, LLC ("Anthos"), for the exact same net proceeds (paid in cash) to Respondent.' Respondent respectfully requests the Court to approve the sale to Respondent. Respondent agrees to the Court approving, on a pendente lite basis,2 a cash sale of Petitioner's interest in CrossFit, but to Respondent, not Anthos. As used herein the term "net proceeds" represents the after tax amount Petitioner would receive as a result of a sale of stock to Anthos. Petitioner would be required to pay taxes on the proceeds of the stock sold to Anthos. Respondent has, in good faith, determined the tax effect of said stock sale to Anthos and does hereby offer to Petitioner, tax free, the net amount she would receive as a result of the Anthos sale. Respondent has previously pointed out to this Court, Respondent's position that over Respondent's objections, this Court currently lacks jurisdiction to order a pendente lite
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Petitioner, and GREGORY GLASSMAN, Respondent.

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This Notice of Tender and Motion to Approve is supported by, the attached Memorandum of Points and Authorities, and the exhibits hereto, which are incorporated herein by this reference. MEMORANDUM OF POINTS AND AUTHORITIES Petitioner filed a Motion with this Court asking the Court to approve a sale of her interest in CrossFit for a gross pre-tax payment to Petitioner of $20 million, which has a number of contingencies, and which would close by December 31, 2012 ("Anthos Transaction"). As a result of that sale, Petitioner would be divested of any interest or control of CrossFit whatsoever, and would receive $20 million, which after taxes would net her $16,092,000.3 That proposed sale would be to a third-party, Anthos, which sale would immediately destroy the Subchapter-S tax classification of CrossFit, require a reorganization of the control of CrossFit, cause mass exodus of CrossFit's affiliates, potentially violate CrossFit's current lease, interfere with CrossFit's contract with Reebok, and, in Respondent's view, destroy CrossFit's business. CrossFit, itself, also objects to that sale. Petitioner through her recent pleadings has made the following relevant facts uncontroverted: 1. Petitioner no longer desires to own stock in CrossFit. 2. Petitioner believes that her stock is worth $20 million dollars pre-tax.4 3. Petitioner has fixed the valuation date for her stock value.

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division and sale of the CrossFit community stock. See, e.g., Saxon v. Riddel, 16 Ariz. App. 325, 493 P.2d 127 (1972); Lonergan v. Strom, 145 Ariz. 195, 700 P.2d 893 (App. 1985). However, in order to preserve the integrity and continued success of CrossFit, with full reservation of all objections, if the Court does not approve Respondent's Purchase Agreement, Respondent submits this tender offer. Certainly where both parties agree to a pendente lite division and sale of the stock, this Court would have authority to approve and order such sale, pendente lite.
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Respondent has determined the net after tax effect of the Anthos Transaction to Petitioner.

In the event this Motion is not granted, Respondent reserves the right to contest the value to be assigned to, the valuation date of, and the proportionate amount of, Petitioner's stock for the purpose of this dissolution proceeding.
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4. Petitioner has no objection to a third party owning her stock so she cannot possibly object to Respondent and/or CrossFit owning her stock. 5. Petitioner no longer desires to work or be involved with CrossFit. Respondent has a straight-forward, simple solution: Respondent will purchase

Petitioner's interest in CrossFit, pursuant to the Purchase and Sale Agreement attached hereto as Exhibit 1 ("Respondent's Purchase Agreement"). Respondent's Purchase Agreement: Is unconditional upon approval by this Court; Will close by no later than November 15, 2012 - 45 days before the closing date in the Anthos transaction (if it ever closes); Pays Petitioner cash upon closing; and Pays Petitioner the full net amount Respondent would receive after taxes $16,092,000, if and when the Anthos Transaction would have closed.

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Respondent's Purchase Agreement fully responds to the concerns which Petitioner

14 claims compelled her to file her Motions seeking Court approval of the Anthos Transaction: 15 she will have divested herself of her interest in CrossFit and received the $20 million price 16 (before taxes), that she claims is the fair price for her interest. Petitioner will be in exactly the 17
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same position as if the Court approved the Anthos Transaction, but over six (6) weeks earlier. This resolution also fully resolves the significant concerns raised by Respondent, and

19 CrossFit itself, which would result from a purchase of Petitioner's stock by Anthos. 20 21 22 Finally, Respondent's Purchase Agreement would resolve major issues in this dissolution action, including distribution and/or division of the parties' respective interest in CrossFit, valuation of those interests, and valuation of CrossFit itself- none of which would

23 be required once Petitioner's stock in CrossFit is purchased as requested herein. 24 25 26 27 28 Petitioner had previously argued that Respondent's offers to purchase her interest in CrossFit were "not real" or were "over time". However, Petitioner has shown the Court nothing that Anthos' offer is any more "real" than Respondent's. Respondent has commitments from multiple lenders sufficient to make the cash payment under Respondent's Purchase Agreement. Moreover, the closing date of November 15, 2012 under Respondent's

1 Purchase Agreement is over six (6) weeks before the closing date under the Anthos 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 If there is some legitimate objection to the determination of the exact net amount after taxes that Petitioner would have received under the Anthos Transaction, Respondent will agree that a tax accountant may be appointed as a special master under Arizona Rules Family Law Procedure 72, to determine the correct amount, which Respondent will pay to Petitioner.
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Transaction - thus if for any reason Respondent's Purchase Agreement did not close, the Anthos Transaction would still be an option. CONCLUSION Respondent cannot agree to the Anthos Transaction, but to resolve this issue can and will pay Petitioner exactly the same amount she would net from the Anthos Transaction, if it were to close. This is the rare instance where both parties in a dissolution action get exactly what they have asked for - this is the quintessential "win-win" resolution. Therefore,

Respondent respectfully requests the Court to approve Respondent's Purchase Agreement and direct both parties to close Respondent's Purchase Agreement by no later than November 15, 2012. RESPECTFULLY SUBMITTED this W day of September, 2012. MARISCAL, WEEKS, McINTYJ .FRIEDLANDER, P.A.

Robert L. Schwartz, Scott A. Holcomb, Esq. Steven D. Wolfson, Esq. 2901 N. Central Avenue, Suite 200 Phoenix, Arizona 85012 Attorneys for Petitioner

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ORIGINAL of the foregoing filed this 1 4 ^ day of September, 2012 with the Clerk of the Superior Court and a

COPY of the foregoing mailed this \^~ day of September, 2012, to: Honorable Kenton Jones YAVAPAI COUNTY SUPERIOR COURT 120 South Cortez Street Prescott, Arizona 86303

COPY of the foregoing mailed this H^ day of September, 2012, to: Christina Hamilton THE CAVANAGH LAW FIRM 1850 N. Central Avenue, Suite 2400 Phoenix, Arizona 85004 Attorney for Petitioner Jeffrey Sparks LAW OFFICES OF JEFFREY W. SPARKS 125 Grove Avenue Prescott, Arizona 86301 Attorney for Petitioner Harvey S. Brown AYERS & BROWN, PC 4227 N. 32nd Street, First Floor Phoenix, Arizona 85018 Mitchell Reichman, Esq. JABURG WILK PC 3200 N. Central 20th Fl. Phoenix, AZ 85012-2440

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U:\ATTORNEYS\SDW\Glassman, Greg 20346-JAPIeadingslMotion to Approve Sale - Finai.doc

EXHIBIT 1

PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement is made and entered into this day of September,

2012, between Gregory Glassman ("Purchaser") and Lauren Jenai Glassman, ("Seller"). RECITALS A. Whereas seller has an undivided ownership interest in the jointly owned certificate of stock in CrossFit, Inc., a Delaware Corporation ("CrossFit"), and all subsidiaries or otherwise owned property of CrossFit, Inc. ("Stock Certificate"): B. Whereas purchaser owns an undivided interest in the same Stock Certificate in all assets and property of CrossFit, Inc.; C. Whereas the current divorce action pending to split the community property of the marriage, specifically the stock certificate referred to above that is held as community property ("Divorce Action"); AGREEMENTS SELLER AND PURCHASER, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and subject only to the approval of the Court in the Divorce Action, agree as follows: 1. SALE AND PURCHASE OF SELLER'S INTEREST. Seller agrees to sell

her entire interest in the Stock Certificate and in all subsidiaries, parent companies, joint ventures and other affiliates of CrossFit entity owned or operated by Seller and/or Purchaser, and all CrossFit related rights (including intellectual property rights) owned or controlled by any such entity or by Seller and/or Purchaser, except only for Seller's interest in the affiliate CrossFit gym she operates located in Arizona, (collectively the "Transferred Interest") to Purchaser for $16,092,000.00 (sixteen million, ninety-thousand dollars - the "Purchase Price"), or such other amount the Court determines as the exact net after-tax equivalent of the current conditional offer Page 1 of4

from Anthos-CF Holdings, LLC. The Purchase Price is sufficient consideration for the transfer to Purchaser of Sellers' full and complete rights, title, and interests in the Transferred Interest. 2. CLOSING. The Closing of this purchase and sale shall occur on or before

November 15, 2012, or such other date as established by the Court. At the Closing: a. Seller will deliver all necessary documents to evidence and affect the

transfer of her interest to Purchaser. b. Purchaser will deliver the Purchase Price via wire transfer of immediately

available funds to the account or accounts designated by Seller. 3. REPRESENTATIONS AND WARRANTIES OF PURCHASER. Purchaser

hereby represents and warrants to Seller that Purchaser has, or has available to him, sufficient funds to consummate the transactions contemplated by this Agreement. 4. WARRANTIES OF SELLER. Seller hereby represents and warrants to

Purchaser as follows: a. Seller has not encumbered the Transferred Interest and has full right and

title to convey the Transferred Interest to Purchaser. b. Seller does not own any other CrossFit domain name, website, or other

piece of intellectual property of CrossFit other than the one which has been licensed to her for Seller's CrossFit Affiliate in Arizona referenced in ^ 1 above ("Seller's CrossFit Affiliate"). 5. NON-DISCLOSURE/NON-DENIGRATION/NON-COMPETE. a. Seller hereby agrees to keep confidential and not to disclose any and all

communications, papers, data, finances, or other information to which she has had access regarding CrossFit, Inc., its policies, procedures, contracts, obligations, personnel, plans, or history or any related information from its officers or personnel. For clarity, seller Page 2 of4

agrees not to disclose anything not already publicly available that she knows about CrossFit, Inc., or its officers and personnel regarding the company's operations. b. Purchase and Seller hereby agree not to publicly disparage the other or

CrossFit, Inc., its programs, policies, procedures, investors, events, charitable endeavors, any CrossFit employee, officer, contractor, or other personnel, including on Facebook, Twitter, or on any other social media platform, blog, website, or other publicly accessible medium. c. Seller hereby agrees not to start any new fitness company, to register any

trademark in Class 41, enter into any partnership with a competitor of CrossFit, Inc., or to otherwise attempt to compete with CrossFit, Inc., in any of its current endeavors for two years from the date of signing of this agreement, provided, however, that Seller may continue to operate Seller's CrossFit Affiliate. 6. GENERAL PROVISIONS a. This Agreement will be governed and construed in accordance with the

laws of the State of Arizona. b. This Agreement is the entire agreement and understanding of the parties

and there are no other agreements in relation to the Transferred Interest. c. This Agreement may be amended only by a written agreement executed

by each of the parties hereto. No amendment of, waiver of, or modification of any obligation under this Agreement will be enforceable unless set forth in writing, signed by the party against whom enforcement is sought. d. If any provision of this Agreement is determined by any court or arbitrator

of competent jurisdiction to be invalid, illegal, or unenforceable, then such provision will be enforced to the maximum extent possible in accordance with the intent of the parties. Page 3 of4

e.

Any dispute over the performance, enforcement, interpretation of the

terms of, or otherwise regarding this Agreement shall be resolved by the Court in the Divorce Action. The Court shall have the right to award the prevailing party its costs and attorneys' fees incurred. f. This Agreement may be executed in any number of counterparts, each of

which when so executed and delivered will be deemed an original, and all of which together shall constitute one and the same Agreement. This Agreement may be executed and delivered by facsimile or as an attachment to an e-mail and upon such delivery, a copy of the signature shall be deemed to have the same effect as if the original signature had been delivered to the other party. IN WITNESS WHEREOF, each party below has executed this Agreement on the date indicated. SELLER PURCHASER

LAUREN JENAI GLASSMAN Date:

GREGORY GLASSMAN Date:

APPROVED BY THE COURT on this

day of

, 2012.

HONORABLE KENTON JONES

U:\AriORiNEYS\SDW\GLASSMAN\PlJRCIUSEAGREEMENT

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