FOX FACTORY HOLDING CORP. (A Delaware corporation) 2,400,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 22nd, 2020 • Fox Factory Holding Corp • Motorcycles, bicycles & parts • New York
Fox Factory Holding Corp., a Delaware corporation (the “Company”) confirms its agreements with BofA Securities, Inc. (“BofA”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom BofA is acting as representative (in such capacity, the “Representative”), with respect to (i) the sale by the Company, and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.001 per share, of the Company (“Common Stock”) set forth in Schedules A and B hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 2,400,000 additional shares of Common Stock. The aforesaid 2,400,000 shares of Common Stock (the “Initial Securities”) to be purchased by the Underwriter
FIRST INCREMENTAL FACILITY AMENDMENT to CREDIT AGREEMENT among FOX FACTORY HOLDING CORP., as the Borrower, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender and L/C Issuer, and THE OTHER LENDERS PARTY HERETO Arranged...Credit Agreement • November 15th, 2023 • Fox Factory Holding Corp • Motorcycles, bicycles & parts • New York
This CREDIT AGREEMENT is entered into as of April 5, 2022 among FOX FACTORY HOLDING CORP., a Delaware corporation (the “Borrower”), the Lenders (defined herein) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender and L/C Issuer.
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 31st, 2018 • Fox Factory Holding Corp • Motorcycles, bicycles & parts • Delaware
This Indemnification Agreement (“Agreement”) is made as of , by and between Fox Factory Holding Corp., a Delaware corporation (the “Company”), and (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
FOX FACTORY HOLDING CORP. 5,108,718 Shares of Common Stock Underwriting AgreementFox Factory Holding Corp • March 13th, 2017 • Motorcycles, bicycles & parts • New York
The stockholder of Fox Factory Holding Corp., a Delaware corporation (the “Company”) listed on Schedule 2-A hereto proposes, subject to the terms and conditions stated herein, to sell to the Underwriter listed in Schedule 1 hereto (the “Underwriter”), an aggregate of 5,108,718 shares of Common Stock, par value $0.001 per share, of the Company (the “Underwritten Shares”), and the stockholder of the Company listed on Schedule 2-B hereto (the selling stockholders of the Company listed on Schedule 2-A and 2-B hereto, collectively, the “Selling Stockholders”) has granted the Underwriter the option to purchase up to an additional 465,657 shares of Common Stock of the Company (the “Option Shares”). The Underwriting Agreement is herein referred to as the “Agreement”. The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company after the sale of the Shares are referred to herein as the “Stock”.
Shares of Common Stock Underwriting AgreementUnderwriting Agreement • July 7th, 2014 • Fox Factory Holding Corp • Motorcycles, bicycles & parts • New York
The stockholders of Fox Factory Holding Corp., a Delaware corporation (the “Company”) listed on Schedule 2 hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you, Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Robert W. Baird & Co. Incorporated (“Baird”) are acting as representatives (the “Representatives”), an aggregate of shares of Common Stock, par value $0.001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company after the sale of the Shares are referred to herein as the “Stock”.
AIR COMMERICAL REAL ESTATE ASSOCIATION STANDARD INDUSTRIAL / COMMERCIAL SINGLE- TENANT-GROSS (DO NOT USE THIS FORM FOR MULTI-TENANT BUILDINGS)Fox Factory Holding Corp • July 8th, 2013 • Motorcycles, bicycles & parts
Standard Form of Agreement Between Owner and Design-BuilderFox Factory Holding Corp • December 30th, 2019 • Motorcycles, bicycles & parts
FOX FACTORY, Inc. EMPLOYMENT AGREEMENT (Richard T. Winters)Employment Agreement • August 10th, 2020 • Fox Factory Holding Corp • Motorcycles, bicycles & parts • Georgia
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is executed on June 29, 2019 and effective on June 29, 2019 (the “Effective Date”), between Fox Factory, Inc., a California corporation having offices and the Executive’s principle office, at 6634 Hwy. 53, Braselton, GA 30517 (the “Company”), and Richard T. Winters (“Executive”).
Fox Factory Holding Corp. as Issuer AND Indenture Dated as of [_________, 20__]Indenture • March 31st, 2015 • Fox Factory Holding Corp • Motorcycles, bicycles & parts • New York
INDENTURE, dated as of [____________, 20__], between FOX FACTORY HOLDING CORP., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal office at 915 Disc Drive, Scotts Valley, California 95066, and [__________________], having one of its Corporate offices at [____________] (herein called the “Trustee”).
Amendment to Employment Agreement (Wes Allinger)Employment Agreement • August 3rd, 2016 • Fox Factory Holding Corp • Motorcycles, bicycles & parts • California
This AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into as of May 2, 2016, by and between Fox Factory Holding Corp., a Delaware corporation (the “Company”), and Wes Allinger, an individual (“Executive”), amends that certain Employment Agreement dated as of August 29, 2013 by and between the Company and Executive (the “Original Agreement”) and shall be effective immediately (the “Effective Date”). All terms not otherwise defined herein shall have the meanings ascribed thereto in the Original Agreement.
FOX FACTORY HOLDING CORP. EMPLOYMENT AGREEMENT (Toby D. Merchant)Employment Agreement • August 4th, 2023 • Fox Factory Holding Corp • Motorcycles, bicycles & parts • Georgia
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is executed on April 13, 2021 (the “Effective Date”), between Fox Factory Holding Corp., a Delaware corporation having offices at 6634 Hwy. 53, Braselton, GA 30517 (the “Company”), and Toby D. Merchant (“Executive”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG FOX FACTORY, INC., MARUCCI MERGER SUB, INC., WHEELHOUSE HOLDINGS INC. and THE EQUITYHOLDERS’ REPRESENTATIVE NAMED HEREIN Dated as of November 1, 2023Agreement and Plan of Merger • November 3rd, 2023 • Fox Factory Holding Corp • Motorcycles, bicycles & parts • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of November 1, 2023, by and among Fox Factory, Inc., a California corporation (“Purchaser”), Marucci Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Wheelhouse Holdings Inc., a Delaware corporation (the “Company”), and, solely for purposes of Section 3.04, Section 3.05, Section 6.06, Section 6.10(a), Section 6.11, Section 8.04, and Section 9.16 hereof, Compass Group Diversified Holdings LLC, solely in its capacity as the Equityholders’ Representative (the “Equityholders’ Representative”).
FOX FACTORY HOLDING CORP. 2022 OMNIBUS PLAN Restricted Stock Unit Award Agreement – United StatesRestricted Stock Unit Award Agreement • February 23rd, 2024 • Fox Factory Holding Corp • Motorcycles, bicycles & parts • Delaware
This Restricted Stock Unit Award Agreement (the “Agreement”) is executed between Fox Factory Holding Corp., a Delaware corporation (“Fox Factory” or the “Company”), and _______________, an Employee (the “Participant”).
FOX FACTORY HOLDING CORP. PERFORMANCE SHARE UNIT AWARD AGREEMENTPerformance Share Unit Award Agreement • March 21st, 2024 • Fox Factory Holding Corp • Motorcycles, bicycles & parts • Delaware
Pursuant to this Performance Share Unit Award Agreement (this “Award Agreement”), and subject to the terms and conditions herein and in the Fox Factory Holding Corp. 2022 Omnibus Plan (the “Plan”), Fox Factory Holding Corp. (the “Company”) grants an Award of performance based Restricted Stock Units (“Performance Share Units” or “PSUs”) to the following identified Grantee with the following specified terms:
SECOND AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT dated as of May 11, 2016 among FOX FACTORY HOLDING CORP., FOX FACTORY, INC., and ST USA HOLDING CORP., as Borrowers, THE LENDERS FROM TIME TO TIME PARTY HERETO, as Co- Syndication...Revolving Credit and Term Loan Agreement • May 16th, 2016 • Fox Factory Holding Corp • Motorcycles, bicycles & parts • New York
FOX FACTORY, INC. EMPLOYMENT AGREEMENT (Mario Galasso)Employment Agreement • July 8th, 2013 • Fox Factory Holding Corp • Motorcycles, bicycles & parts • California
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of January 4, 2008, between Fox Factory, Inc., a California corporation (the “Company”), and Mario Galasso (“Executive”).
REVOLVING CREDIT AGREEMENT dated as of August 7, 2013 among FOX FACTORY HOLDING CORP. and FOX FACTORY, INC., as Borrowers, THE LENDERS FROM TIME TO TIME PARTY HERETO, FIFTH THIRD BANK and U.S. BANK NATIONAL ASSOCIATION, as Co-Syndication Agents, and...Revolving Credit Agreement • September 19th, 2013 • Fox Factory Holding Corp • Motorcycles, bicycles & parts • New York
THIS REVOLVING CREDIT AGREEMENT (this “Agreement”) is made and entered into as of August 7, 2013, by and among FOX FACTORY HOLDING CORP., a Delaware corporation (“FFH”), FOX FACTORY, INC., a California corporation (“FF” and together with FFH, each a “Borrower” and, collectively, the “Borrowers”), the several banks and other financial institutions and lenders from time to time party hereto (the “Lenders”), SUNTRUST BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”) and as swingline lender (the “Swingline Lender”) and SUNTRUST BANK, in its capacity as issuing bank and the other issuing banks from time to time party hereto (each, a “Issuing Bank”).
FOX FACTORY HOLDING CORP. Restricted Stock Unit Award AgreementRestricted Stock Unit Award Agreement • February 25th, 2021 • Fox Factory Holding Corp • Motorcycles, bicycles & parts • Delaware
THIS AGREEMENT (the “Agreement”), is executed as of [DATE], between Fox Factory Holding Corp., a Delaware corporation (“Fox Factory” or the “Company”), and [NAME] (the "Participant"),a Canadian resident Employee of RFE Holding (Canada) Corp. (the "Employer"), an Affiliate of the Company, provided that the Company may rescind and nullify this Agreement and the award made hereunder if the Participant does not execute this Agreement within twenty-one (21) days after the date hereof.
INFORMATION SHARING AND COOPERATION AGREEMENTInformation Sharing and Cooperation Agreement • November 6th, 2013 • Fox Factory Holding Corp • Motorcycles, bicycles & parts • Delaware
This Information Sharing and Cooperation Agreement, dated as of August 13, 2013 (this “Agreement”), is by and between Compass Diversified Holdings, a Delaware statutory trust, on its behalf and on behalf of its wholly-owned subsidiary Compass Group Diversified Holdings LLC, a Delaware limited liability company (collectively, “CODI”), and Fox Factory Holding Corp., a Delaware corporation, on its behalf and on behalf of its wholly-owned subsidiary, Fox Factory, Inc., a California corporation, and its affiliates (collectively, “FOX”).
ASSET PURCHASE AND CONTRIBUTION AGREEMENT by and among as Buyer as Buyer Parent Flagship, Inc. d/b/a Tuscany, as Seller and Michael Graber and Jeff Burttschell, as the Owners Dated as of November 30, 2017Asset Purchase and Contribution Agreement • December 4th, 2017 • Fox Factory Holding Corp • Motorcycles, bicycles & parts • Delaware
This Asset Purchase and Contribution Agreement (“Agreement”), dated as of November 30, 2017, is made by and among FF US Acquisition Corp., a Delaware corporation (“Buyer”), FF US Holding Corp., a Delaware corporation (“Buyer Parent”), Flagship, Inc., d/b/a Tuscany, an Indiana corporation (“Seller”), Michael Graber (“Mr. Graber”), and Jeff Burttschell (“Mr. Burttschell” and together with Mr. Graber, the “Owners”). Each of the Owners, Buyer and Seller are sometimes individually referred to herein as a “Party” and collectively as the “Parties”.
FORM OF FOX FACTORY HOLDING CORP. STOCK OPTION AGREEMENTStock Option Agreement • November 8th, 2013 • Fox Factory Holding Corp • Motorcycles, bicycles & parts • Delaware
THIS STOCK OPTION AGREEMENT (this “Agreement”), made as of , (the “Grant Date”) by and between Fox Factory Holding Corp., a Delaware corporation (hereinafter called the “Company”), and (hereinafter called the “Optionee”).
SECOND AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 16th, 2015 • Fox Factory Holding Corp • Motorcycles, bicycles & parts
This SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT (this "Amendment"), dated as of November 13, 2015 (the "Effective Date"), is by and among Fox Factory, Inc., a California corporation ("Fox"), RFE Holding (Canada) Corp., a corporation organized under the laws of British Columbia ("CA Buyer"), RFE Holding (US) Corp., a Delaware corporation ("US Buyer"), Fox Factory IP Holding Corp., an exempted company incorporated under the laws of the Cayman Islands ("KY Buyer" and together with the Fox, CA Buyer and US Buyer, each individually a "Buyer" and collectively the "Buyers"), 1021039 B.C. Ltd., a corporation amalgamated under the laws of British Columbia ("CA Seller"), and Easton Cycling (USA), Inc., a Delaware corporation ("US Seller" and together with CA Seller, each individually a "Seller" and collectively the "Sellers"). Each of Buyers and Sellers are sometimes individually referred to herein as a "Party" and collectively as the "Parties".
FOX FACTORY HOLDING CORP. Nonqualified Stock Option Award AgreementNonqualified Stock Option Award Agreement • November 8th, 2013 • Fox Factory Holding Corp • Motorcycles, bicycles & parts • Delaware
THIS NONQUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”) dated , 20 (the “Grant Date”), between Fox Factory Holding Corp., a corporation (the “Company”), and (the “Employee”), provided that the Company may rescind and nullify this Agreement and the award made hereunder if the Employee does not execute this Agreement within twenty-one (21) days after the Grant Date.
EXECUTIVE SEPARATION AND RELEASE AGREEMENTExecutive Separation and Release Agreement • April 5th, 2023 • Fox Factory Holding Corp • Motorcycles, bicycles & parts • Georgia
This Executive Separation and Release Agreement (“Release”) is made and entered into between Fox Factory, Inc., a California corporation (“Fox”), Fox Factory Holding Corp., a Delaware corporation (“Holdings” and, together with Fox, collectively, the “Company”) and Scott Humphrey (“Executive”). Executive and the Company are referred to separately in this Release as a “Party” or collectively, as the “Parties.”
FIRST AMENDMENTFox Factory Holding Corp • June 22nd, 2020 • Motorcycles, bicycles & parts • Indiana
THIS FIRST AMENDMENT (this “Amendment”) dated as of June 19, 2020 to the Credit Agreement referenced below is by and among FOX FACTORY HOLDING CORP., a Delaware corporation (the “Borrower”), the Guarantors identified on the signature pages hereto, the Lenders identified on the signature pages hereto and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”).
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENTCredit and Term Loan Agreement • November 2nd, 2016 • Fox Factory Holding Corp • Motorcycles, bicycles & parts • New York
THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT (this “Amendment”), is made and entered into as of August 11, 2016, by and among Fox Factory Holding Corp., a Delaware corporation (“FFH”), Fox Factory, Inc., a California Corporation (“FF”), and ST USA Holding Corp., a Delaware corporation (“ST USA” and together with FFH and FF, each a “Borrower” and, collectively, the “Borrowers”), the other Loan Parties party hereto, the several banks and other financial institutions party hereto (collectively, the “Lenders”) constituting the “Required Lenders” under the Credit Agreement (as defined below) and SUNTRUST BANK, in its capacity as Administrative Agent for the Lenders (the “Administrative Agent”).
Amendment to Employment Agreement (Katherman)Amendment to Employment Agreement • October 25th, 2016 • Fox Factory Holding Corp • Motorcycles, bicycles & parts • California
This AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into as of October 19, 2016, by and between Fox Factory Holding Corp., a Delaware corporation (the “Company”), and Bill Katherman, an individual (“Executive”), amends that certain Employment Agreement dated as of February 20, 2014 by and between the Company and Executive (the “Original Agreement”) and shall be effective immediately (the “Effective Date”). All terms not otherwise defined herein shall have the meanings ascribed thereto in the Original Agreement.
PILOT AGREEMENTPilot Agreement • June 16th, 2020 • Fox Factory Holding Corp • Motorcycles, bicycles & parts • Georgia
THIS PILOT AGREEMENT, dated as of the 1st day of June, 2020 (the “Dated Date”), but effective on the date the Bonds referred to below are issued (the “Effective Date”), by and between the Gainesville and Hall County Development Authority (the “Issuer”), a public body corporate and politic created pursuant to a local amendment to the constitution of the State of Georgia and Fox Factory, Inc., a California corporation, authorized to transact business in Georgia (the “Company”).
Land and Factory Lease AgreementLand and Factory Lease Agreement • July 8th, 2013 • Fox Factory Holding Corp • Motorcycles, bicycles & parts
For lease of the real property, including the land and factory, the Parties by mutual agreement, enter the Lease Agreement with the following conditions:
Amendment to Employment Agreement (Tom Wittenschlaeger)Employment Agreement • June 26th, 2018 • Fox Factory Holding Corp • Motorcycles, bicycles & parts • California
This AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into as of June 26, 2018, by and between Fox Factory, Inc., a California corporation (the “Company”), and Tom Wittenschlaeger, an individual (“Executive”), amends that certain Employment Agreement dated as of January 26, 2015 by and between the Company and Executive (the “Original Agreement”) and shall be effective immediately (the “Effective Date”). All terms not otherwise defined herein shall have the meanings ascribed thereto in the Original Agreement.
LEASE AGREEMENTLease Agreement • July 8th, 2013 • Fox Factory Holding Corp • Motorcycles, bicycles & parts
THIS LEASE executed in duplicate, is made on June 13, 2006, by and between Freedom Associates, LLC, Lessor, and Fox Racing Shox, Lessee, who for the consideration of their mutual promises herein agree as follows:
Amendment to Employment Agreement (Bill Katherman)Employment Agreement • February 28th, 2019 • Fox Factory Holding Corp • Motorcycles, bicycles & parts • California
This AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into as of February 25, 2019, by and between Fox Factory, Inc., a California corporation (the “Company”), and Bill Katherman, an individual (“Executive”), amends that certain Employment Agreement dated as of February 20, 2014 by and between the Company and Executive (as previously amended from time to time, the “Original Agreement”) and shall be effective March 30, 2019 (the “Effective Date”). All terms not otherwise defined herein shall have the meanings ascribed thereto in the Original Agreement.
After Recording Return To: Treadwell SyfanAssignment of Lease Agreement • June 16th, 2020 • Fox Factory Holding Corp • Motorcycles, bicycles & parts
KASHIMACOAT AgreementKashimacoat Agreement • July 8th, 2013 • Fox Factory Holding Corp • Motorcycles, bicycles & parts • California
This Agreement is entered into by and between FOX Factory, Inc.(“FOX”), a corporation incorporated under the law of the state of California, having its head office at 130 Hangar way, Watsonville, California 95076 and Miyaki (“Miyaki”), a corporation incorporated under the law of Japan, having its head office at 1-12-15 Sakuradai, Nishi-ku, Hamamatsu city, Shizuoka prefecture, Japan, as of 2009;
FOX FACTORY HOLDING CORP. REVENUE GROWTH PERFORMANCE SHARE UNIT AWARD AGREEMENTShare Unit Award Agreement • March 21st, 2024 • Fox Factory Holding Corp • Motorcycles, bicycles & parts • Delaware
Pursuant to this Revenue Growth Performance Share Unit Award Agreement (this “Award Agreement”), and subject to the terms and conditions herein and in the Fox Factory Holding Corp. 2022 Omnibus Plan (the “Plan”), Fox Factory Holding Corp. (the “Company”) grants an Award of performance based Restricted Stock Units (“Performance Share Units” or “PSUs”) to the following identified Grantee with the following specified terms:
