SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 2nd, 2024 • Interactive Strength, Inc. • Electronic & other electrical equipment (no computer equip) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 1, 2024, between Interactive Strength Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • February 1st, 2023 • Interactive Strength, Inc. • Electronic & other electrical equipment (no computer equip) • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of ___________ between Interactive Strength Inc., a Delaware corporation (the “Company”), and ________ (“Indemnitee”).
SERIES A-1 COMMON STOCK PURCHASE WARRANT INTERACTIVE STRENGTH INC.Warrant Agreement • July 2nd, 2024 • Interactive Strength, Inc. • Electronic & other electrical equipment (no computer equip) • New York
THIS SERIES A-1 COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Stockholder Approval Date (the “Initial Exercise Date”) and until on or prior to 5:00 p.m. (New York City time) on [____], 2029, (the “Termination Date”) but not thereafter, to subscribe for and purchase from Interactive Strength Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock (as defined herein). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT INTERACTIVE STRENGTH INC.Pre-Funded Common Stock Purchase Warrant • July 2nd, 2024 • Interactive Strength, Inc. • Electronic & other electrical equipment (no computer equip) • New York
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Interactive Strength Inc.., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock (as defined herein). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COMMON STOCK PURCHASE WARRANT Interactive Strength Inc.Common Stock Purchase Warrant • May 22nd, 2024 • Interactive Strength, Inc. • Electronic & other electrical equipment (no computer equip)
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Stockholder Approval Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the five and one-half (5.5) year anniversary of the Initial Exercise Date; provided that, if such date is not a Trading Day, insert the immediately following Trading Day (the “Termination Date”) but not thereafter, to subscribe for and purchase from Interactive Strength Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
•] Shares INTERACTIVE STRENGTH INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 6th, 2023 • Interactive Strength, Inc. • Electronic & other electrical equipment (no computer equip)
AT THE MARKET OFFERING AGREEMENTAt the Market Offering Agreement • May 24th, 2024 • Interactive Strength, Inc. • Electronic & other electrical equipment (no computer equip) • New York
Interactive Strength Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows:
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT INTERACTIVE STRENGTH INC.Placement Agent Common Stock Purchase Warrant • June 27th, 2024 • Interactive Strength, Inc. • Electronic & other electrical equipment (no computer equip) • New York
THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [_____________] (the “Initial Exercise Date”) and until on or prior to 5:00 p.m. (New York City time) on [____]____, [ (the “Termination Date”) but not thereafter, to subscribe for and purchase from Interactive Strength Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock (as defined herein). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to that certain engagement letter, dated as of May 8, 2024, by and between the Company and H.C. Wainwright & Co., LLC.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 22nd, 2024 • Interactive Strength, Inc. • Electronic & other electrical equipment (no computer equip) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 20, 2024, between Interactive Strength Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
INTERACTIVE STRENGTH, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • November 2nd, 2022 • Interactive Strength, Inc. • Electronic & other electrical equipment (no computer equip)
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 10th day of March, 2022, by and among Interactive Strength, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”, and any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 6.9 hereof.
INTERACTIVE STRENGTH Inc. Warrant To Purchase Common StockWarrant Agreement • February 26th, 2024 • Interactive Strength, Inc. • Electronic & other electrical equipment (no computer equip) • New York
Interactive Strength Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, WOODWAY USA, INC., the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after the Issuance Date, but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), Eight Hundred Thousand (800,000) fully paid nonassessable shares of Common Stock, subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”) shall have the meanings set forth in Section 18. This Warrant is being issued pursuant t
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT Interactive Strength Inc.Placement Agent Common Stock Agreement • May 22nd, 2024 • Interactive Strength, Inc. • Electronic & other electrical equipment (no computer equip)
THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Stockholder Approval Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on May 20, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Interactive Strength Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is being issued pursuant to that certain engagement letter, dated as of May 8, 2024, by and between the Company and H.C. Wainwright & Co., LLC.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 13th, 2023 • Interactive Strength, Inc. • Electronic & other electrical equipment (no computer equip)
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December [●], 2023, is by and between [Investor], a Delaware limited liability company (the “Investor”), and Interactive Strength Inc. (doing business as Forme), a Delaware corporation (the “Company” and together with the Investor, the “Parties” and each, a “Party”). Certain capitalized terms used herein are defined in Section 1. Except as otherwise defined herein, capitalized terms have the meanings given to them in the Purchase Agreement.
COMMON STOCK PURCHASE AGREEMENT dated as of December [●], 2023 by and between InTERACTIVE STRENGTH Inc. and [INVESTOR]Common Stock Purchase Agreement • December 13th, 2023 • Interactive Strength, Inc. • Electronic & other electrical equipment (no computer equip) • New York
This COMMON STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of December [●], 2023, by and between [Investor], a Delaware limited liability company (the “Investor”), and Interactive Strength Inc. (doing business as Forme), a Delaware corporation with offices located at 1005 Congress Avenue, Suite 925, Austin, TX 78701 (the “Company” and, together with the Investor, the “Parties”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 13th, 2023 • Interactive Strength, Inc. • Electronic & other electrical equipment (no computer equip) • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of December 7, 2023 (the “Subscription Date”), is by and among Interactive Strength Inc. (doing business as Forme), a Delaware corporation with offices located at 1005 Congress Avenue, Suite 925, Austin, TX 78701 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (the “Schedule of Buyers”) (individually, a “Buyer” and, collectively, the “Buyers” and, together with the Company, the “Parties”).
STRICTLY CONFIDENTIAL Interactive Strength Inc.Underwriting Agreement • June 28th, 2024 • Interactive Strength, Inc. • Electronic & other electrical equipment (no computer equip) • New York
AMENDED AND RESTATED ASSET PURCHASE AGREEMENT BY AND AMONG CLMBR, INC, CLMBR1, LLC INTERACTIVE STRENGTH INC. AND CLMBR HOLDINGS LLC dated as of January 22, 2024Asset Purchase Agreement • February 7th, 2024 • Interactive Strength, Inc. • Electronic & other electrical equipment (no computer equip) • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of January 22, 2024, is entered into by and among (a) CLMBR, INC., a Delaware corporation (“Seller 1”), (b) CLMBR1, LLC, a Colorado limited liability company (“Seller 2”) (each of Seller 1 and Seller 2, a “Seller”, and Seller 1 and Seller 2 together, “Sellers”), (c) INTERACTIVE STRENGTH INC., a Delaware corporation (“Buyer”), and CLMBR HOLDINGS LLC, a Delaware limited liability company (“Acquisition Sub”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 13th, 2023 • Interactive Strength, Inc. • Electronic & other electrical equipment (no computer equip)
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 7, 2023, is by and among Interactive Strength Inc. (doing business as Forme), a Delaware corporation (the “Company”), and each of the investors listed on the Schedule of Buyers attached to the Securities Purchase Agreement (as defined below) (collectively, the “Buyers” and, together with the Company, the “Parties” and each, a “Party”). Certain capitalized terms used herein are defined in Section 1. Except as otherwise defined herein, capitalized terms have the meanings given to them in the Securities Purchase Agreement.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 7th, 2024 • Interactive Strength, Inc. • Electronic & other electrical equipment (no computer equip) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 1, 2024, between Interactive Strength Inc., a Delaware corporation (the “Company”), and Treadway Holdings LLC, a Delaware limited liability company (including its successors and permitted assigns, the “Purchaser”).
NOTE PURCHASE AGREEMENT by and among INTERACTIVE STRENGTH INC.; and CLMBR HOLDINGS LLC as Borrower and TREADWAY HOLDINGS LLC as Purchaser Dated as of February 1, 2024Note Purchase Agreement • February 7th, 2024 • Interactive Strength, Inc. • Electronic & other electrical equipment (no computer equip) • New York
NOTE PURCHASE AGREEMENT, dated as of February 1, 2024, by and among INTERACTIVE STRENGTH INC., a Delaware corporation (“TRNR”), CLMBR HOLDINGS LLC, a Delaware limited liability company (“CLMBR” and together with TRNR, collectively, the “Borrower”), and TREADWAY HOLDINGS LLC, a Delaware limited liability company (the “Purchaser”).
CREDIT AGREEMENTCredit Agreement • February 7th, 2024 • Interactive Strength, Inc. • Electronic & other electrical equipment (no computer equip) • Mississippi
THIS CREDIT AGREEMENT (the “Agreement”) dated as of February 1, 2024, by and between INTERACTIVE STRENGTH, INC., a Delaware corporation (the “Borrower”), and VERTICAL INVESTORS, LLC, a Mississippi limited liability company (together with its successors or assigns, the “Lender”).
EXCHANGE AGREEMENTExchange Agreement • September 10th, 2024 • Interactive Strength, Inc. • Electronic & other electrical equipment (no computer equip) • Delaware
THIS EXCHANGE AGREEMENT, is dated as of September 4, 2024 (this “Agreement”), by and between Interactive Strength Inc., a Delaware corporation (the “Borrower”) and Vertical Investors, LLC, a Mississippi limited liability company (“Lender” and together with the Borrower, the “Parties”).
INTERACTIVE STRENGTH, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • January 17th, 2023 • Interactive Strength, Inc. • Electronic & other electrical equipment (no computer equip) • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 10th day of March, 2022, by and among Interactive Strength, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”, and any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 6.9 hereof.
LEASE AND GUARANTY AMENDMENTLease Amendment • November 2nd, 2022 • Interactive Strength, Inc. • Electronic & other electrical equipment (no computer equip)
This agreement (“Amendment”) is made as of May 10, 2022 (“Effective Date”) between Grokash Realty Associates, LLC (“Landlord”), having an address at 236 West 30th Street, New York, New York 10001, Interactive Strength INC. (DBA Forme Life) (“Tenant”) having an address at 236 West 30th Street, Suite 501, New York, New York 10001 and Trent Ward (“Guarantor”) having an address at 942 N. Laurel Ave, Los Angeles, CA 90046 (Landlord, Tenant and Guarantor are collectively the “Parties”)
AMENDMENT TO LOSS RESTORATION AGREEMENTLoss Restoration Agreement • October 4th, 2024 • Interactive Strength, Inc. • Electronic & other electrical equipment (no computer equip)
This AMENDMENT TO LOSS RESTORATION AGREEMENT (the “Amendment”) is dated and effective as of September 30, 2024 (the “Amendment Effective Date”), by and between INTERACTIVE STRENGTH, INC., a Delaware corporation (the “Borrower”) and VERTICAL INVESTORS, LLC, a Mississippi limited liability company (together with its successors assigns, the “Lender”).
LOSS RESTORATION AGREEMENTLoss Restoration Agreement • April 26th, 2024 • Interactive Strength, Inc. • Electronic & other electrical equipment (no computer equip) • Mississippi
THIS LOSS RESTORATION AGREEMENT (the “Agreement”) is made and entered into as of April 24, 2024, by and between INTERACTIVE STRENGTH, INC., a Delaware corporation (the “Borrower”), and VERTICAL INVESTORS, LLC, a Mississippi limited liability company (together with its successors or assigns, the “Lender”).
LIMITED WAIVER AND EXCHANGE AGREEMENTLimited Waiver and Exchange Agreement • June 28th, 2024 • Interactive Strength, Inc. • Electronic & other electrical equipment (no computer equip)
This Limited Waiver and Exchange Agreement (the “Agreement”) is entered into as of the 28th day of June, 2024, by and among Interactive Strength Inc., a Delaware corporation (the “Company”) and the investor signatory hereto (the “Holder”), with reference to the following facts:
INTERACTIVE STRENGTH INC. 2022 STOCK INCENTIVE PLAN (Adopted by the Board of Directors on _____) (Approved by the Stockholders on _____) Effective Date: ______________2022 Stock Incentive Plan • November 2nd, 2022 • Interactive Strength, Inc. • Electronic & other electrical equipment (no computer equip) • Delaware
EXCLUSIVE DISTRIBUTION AGREEMENTExclusive Distribution Agreement • February 26th, 2024 • Interactive Strength, Inc. • Electronic & other electrical equipment (no computer equip) • Wisconsin
THIS DISTRIBUTION AGREEMENT ("Agreement") is made effective this 20th day of February, 2024 (the "Effective Date") by and between WOODWAY USA, INC., a corporation duly organized under the laws of the state of Wisconsin ("WOODWAY USA" or "Distributor") and Interactive Strength Inc., a corporation duly organized under the laws of the state of Delaware (“CLMBR” or "Supplier"), and (collectively with "WOODWAY USA" the "Parties").
ContractPurchase Warrant Agreement • February 1st, 2023 • Interactive Strength, Inc. • Electronic & other electrical equipment (no computer equip) • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING [•], 2023 (THE ”EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER AS CONSIDERATION (THE ”OFFERING”), OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP.
NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON...Warrant Agreement • December 22nd, 2023 • Interactive Strength, Inc. • Electronic & other electrical equipment (no computer equip) • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE THEREOF HAVE BEEN AND WILL BE ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT.
INTERACTIVE STRENGTH INC. 2023 STOCK INCENTIVE PLAN (Adopted by the Board of Directors on _____) (Approved by the Stockholders on _____) Effective Date: ______________2023 Stock Incentive Plan • January 17th, 2023 • Interactive Strength, Inc. • Electronic & other electrical equipment (no computer equip) • Delaware
NOTE PURCHASE AGREEMENTNote Purchase Agreement • June 9th, 2023 • Interactive Strength, Inc. • Electronic & other electrical equipment (no computer equip) • California
This NOTE PURCHASE AGREEMENT (this “Agreement”) is made as of June 6, 2023 by and among Interactive Strength Inc., a Delaware corporation (the “Company”), THLWY LLC, a Wyoming limited liability company (the “Lead Investor”) and the additional parties listed on the Schedule of Investors attached to this Agreement as Exhibit A (each individually an “Investor” and, together with the Lead Investor, the “Investors”).
EXCHANGE AND SETTLEMENT AGREEMENTExchange and Settlement Agreement • October 4th, 2024 • Interactive Strength, Inc. • Electronic & other electrical equipment (no computer equip) • Delaware
THIS EXCHANGE AND SETTLEMENT AGREEMENT (this “Agreement”) is dated as of September 30, 2024 (the “Effective Date”), by and between Interactive Strength Inc., a Delaware corporation (the “Company”) and Vertical Investors, LLC, a Mississippi limited liability company (“Vertical” and together with the Company, the “Parties”).
LOAN MODIFICATION AGREEMENTLoan Modification Agreement • April 26th, 2024 • Interactive Strength, Inc. • Electronic & other electrical equipment (no computer equip) • Mississippi
THIS LOAN MODIFICATION aGREEMENT (this “Agreement”) is being entered into effective as of April 24, 2024 (the “Effective Date”), by and between INTERACTIVE STRENGTH, INC., a Delaware corporation (the “Borrower”), and VERTICAL INVESTORS, LLC, a Mississippi limited liability company (together with its successors or assigns, the “Lender”).
