Peloton Interactive, Inc. Class A Common Stock, Par Value $0.000025 per share Underwriting AgreementUnderwriting Agreement • November 18th, 2021 • Peloton Interactive, Inc. • Sporting & athletic goods, nec • New York
Peloton Interactive, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom Goldman Sachs & Co. LLCand J.P. Morgan Securities LLC are acting as representatives (the “Representatives”), an aggregate of 23,913,043 shares of Class A common stock, par value $0.000025 per share (“Class A Common Stock”) of the Company and, at the election of the several Underwriters, up to 3,260,869 additional shares of Class A Common Stock. The aggregate of 23,913,043 shares of Class A Common Stock to be sold by the Company is herein called the “Firm Shares” and the aggregate of up to 3,260,869 additional shares of Class A Common Stock to be sold by the Company at the election of the Underwriters is herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant t
Dealer name and address]Call Option Transaction • February 11th, 2021 • Peloton Interactive, Inc. • Electronic & other electrical equipment (no computer equip)
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [___________] (“Dealer”) and Peloton Interactive, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
Dealer name and address]Base Call Option Transaction • February 11th, 2021 • Peloton Interactive, Inc. • Electronic & other electrical equipment (no computer equip)
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [___________] (“Dealer”) and Peloton Interactive, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
INDEMNITY AGREEMENTIndemnity Agreement • August 27th, 2019 • Peloton Interactive, Inc. • Electronic & other electrical equipment (no computer equip) • Delaware
This Indemnity Agreement, dated as of _________ ____, 2019 is made by and between Peloton Interactive, Inc., a Delaware corporation (the “Company”), and _____________________, a director, officer or key employee of the Company or one of the Company’s subsidiaries or other service provider who satisfies the definition of Indemnifiable Person set forth below (“Indemnitee”).
PELOTON INTERACTIVE, INC. and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of May 24, 2024 5.50% Convertible Senior Notes due 2029Indenture • May 24th, 2024 • Peloton Interactive, Inc. • Sporting & athletic goods, nec • New York
INDENTURE, dated as of May 24, 2024, between Peloton Interactive, Inc., a Delaware corporation, as issuer (the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
PELOTON INTERACTIVE, INC. and U.S. BANK NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of February 11, 2021 0.00% Convertible Senior Notes due 2026Indenture • February 11th, 2021 • Peloton Interactive, Inc. • Electronic & other electrical equipment (no computer equip) • New York
INDENTURE, dated as of February 11, 2021, between Peloton Interactive, Inc., a Delaware corporation, as issuer (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”).
ContractWarrant Agreement • August 27th, 2019 • Peloton Interactive, Inc. • Electronic & other electrical equipment (no computer equip) • Delaware
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
TRANSITION AGREEMENTTransition Agreement • August 22nd, 2024 • Peloton Interactive, Inc. • Sporting & athletic goods, nec • New York
This Transition Agreement (the “Agreement”) is entered into by and between Barry McCarthy (“Executive”) and Peloton Interactive, Inc., a Delaware corporation (the “Company”), dated as of May 2, 2024.
PELOTON INTERACTIVE, INC. FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • August 27th, 2019 • Peloton Interactive, Inc. • Electronic & other electrical equipment (no computer equip) • New York
This FOURTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of April 5, 2019, by and among PELOTON INTERACTIVE, INC., a Delaware corporation (the “Company”), and the investors listed on Schedule A hereto, each of which is herein referred to as an “Investor” and collectively as the “Investors”, and the holders of Common Stock (as defined below) listed on Schedule B hereto, each of which is herein referred to as a “Common Holder” and collectively as the “Common Holders”.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 11th, 2021 • Peloton Interactive, Inc. • Electronic & other electrical equipment (no computer equip) • New York
FIRST AMENDMENT (this “Amendment”), dated as of February 8, 2021, to the Amended and Restated Revolving Credit Agreement, dated as of June 20, 2019 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”), among Peloton Interactive, Inc. (the “Borrower”), the several banks and other financial institutions or entities from time to time party thereto (the “Lenders”), and JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”).
Schedule A ABR PATENTS AND PATENT APPLICATIONS [****]Settlement, Patent License, and Release Agreement • August 23rd, 2023 • Peloton Interactive, Inc. • Sporting & athletic goods, nec • Delaware
FOUNDER TRANSITION AGREEMENTFounder Transition Agreement • November 3rd, 2022 • Peloton Interactive, Inc. • Sporting & athletic goods, nec • New York
This Founder Transition Agreement (this “Agreement”) is made and entered into by and between John Foley (the “Executive”) and the Company (as defined below).
PELOTONEmployment Agreement • September 11th, 2020 • Peloton Interactive, Inc. • Electronic & other electrical equipment (no computer equip) • New York
Peloton Interactive, Inc. (together with its successors and assigns, the "Company'') is pleased to offer you continued employment on the terms set forth in this letter agreement (the "Agreement"), which supersedes and replaces any existing agreements, whether written or oral, with respect to the matters set forth herein:
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • September 10th, 2019 • Peloton Interactive, Inc. • Electronic & other electrical equipment (no computer equip) • Delaware
This COMMON STOCK PURCHASE AGREEMENT (“Agreement”) is made as of September 9, 2019 (the “Effective Date”), by and among Peloton Interactive, Inc., a Delaware corporation (the “Company”), and the investors listed on Schedule A hereto (each, an “Investor” and collectively, the “Investors”).
EXECUTION VERSION STOCK AND ASSET PURCHASE AGREEMENT by and between PELOTON INTERACTIVE, INC. and AMER SPORTS CORPORATION Dated as of December 21, 2020Stock and Asset Purchase Agreement • February 5th, 2021 • Peloton Interactive, Inc. • Electronic & other electrical equipment (no computer equip) • Delaware
ContractSecond Amended and Restated Credit Agreement • May 4th, 2023 • Peloton Interactive, Inc. • Sporting & athletic goods, nec • New York
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 2, 2023 (this “Amendment”), is entered into among Peloton Interactive, Inc., a Delaware corporation (the “Borrower”), the Revolving Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”).
AGREEMENT TO FILE JOINTLY AND STATEMENT APPOINTING DESIGNATED FILER AND AUTHORIZED SIGNATORYAgreement to File Jointly and Statement Appointing Designated Filer and Authorized Signatory • May 11th, 2020 • Peloton Interactive, Inc. • Electronic & other electrical equipment (no computer equip)
Each of the undersigned entities and individuals (collectively, the “Reporting Persons“) hereby authorizes and designates True Venture Partners IV, L.L.C. or such other person or entity as is designated in writing by James G. Stewart (the “Designated Filer”) as the beneficial owner to prepare and file on behalf of such Reporting Person individually, or jointly together with the other Reporting Persons, any and all reports, notices, communications and other documents (including, but not limited to, reports on Form D, Form ADV, Schedule 13D, Form 13F, Schedule 13G, Form 13H, Form 3, Form 4 and Form 5) that such Reporting Person may be required to file with the United States Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (together with the implementing regulations thereto, the “Act”), the Securities Exchange Act of 1934, as amended (together with the implementing regulations thereto, the “Exchange Act”) or any other domestic or international state, f
Phone: [***] Fax: [***] Email: [***]Lease • September 10th, 2019 • Peloton Interactive, Inc. • Electronic & other electrical equipment (no computer equip) • New York
LEASE, dated as of November 16, 2018 (the “Effective Date”), between CBP 441 Ninth Avenue Owner LLC, a Delaware limited liability company (“Landlord”) whose address is 501 Madison Avenue, 5th Floor, New York, New York 10022-5622 US, and Peloton Interactive, Inc., a Delaware corporation (“Tenant”), whose address is 125 West 25th Street, New York, New York 10001.
AGREEMENT OF LEASE between MAPLE WEST 25TH OWNER, LLC, Landlord and PELOTON INTERACTIVE, INC., Tenant Dated as of November 11, 2015 The Entire Tenth Floor, Entire Eleventh Floor and Entire Penthouse 125 West 25th Street New York, New York 10001 (aka...Lease Agreement • September 10th, 2019 • Peloton Interactive, Inc. • Electronic & other electrical equipment (no computer equip) • New York
THIS AGREEMENT OF LEASE, made as of the 11th day of November, 2015 (this “Lease”), made by and between MAPLE WEST 25TH OWNER, LLC, a Delaware limited liability company, having its principal place of business at c/o Normandy Real Estate Partners, 53 Maple Avenue, Morristown, New Jersey 07960 (“Landlord”), and PELOTON INTERACTIVE, INC., a Delaware corporation, having an office at 158 West 27th Street, 4th Floor, New York, New York 10001 (“Tenant”).
ContractEmployment Contract • September 7th, 2022 • Peloton Interactive, Inc. • Sporting & athletic goods, nec
JOINDER AGREEMENT March 18, 2021Joinder Agreement • May 7th, 2021 • Peloton Interactive, Inc. • Sporting & athletic goods, nec
Reference is made to the Amended and Restated Revolving Credit Agreement, dated as of June 20, 2019 (as amended by the First Amendment, dated as of February 8, 2021, and as otherwise amended, restated, amended and restated, supplemented or otherwise modified, refinanced or replaced from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among Peloton Interactive, Inc., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time party thereto (the “Lenders”) and JPMorgan Chase Bank, N.A., as Administrative Agent.
AMENDED AND RESTATED COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • September 24th, 2019 • Peloton Interactive, Inc. • Electronic & other electrical equipment (no computer equip) • Delaware
This AMENDED AND RESTATED COMMON STOCK PURCHASE AGREEMENT (“Agreement”) is made as of September 23, 2019 (the “Effective Date”), by and among Peloton Interactive, Inc., a Delaware corporation (the “Company”), and the investors listed on Schedule A hereto (each, an “Investor” and collectively, the “Investors”).
TRANSITION AND CONSULTING AGREEMENTTransition and Consulting Agreement • June 6th, 2022 • Peloton Interactive, Inc. • Sporting & athletic goods, nec • New York
This Transition and Consulting Agreement (the “Agreement”) is entered into by and between Jill Woodworth (“Executive”) and Peloton Interactive, Inc., a Delaware corporation (the “Company”), effective as of June 6, 2022 (the “Effective Date”).
