F45 Training Holdings Inc. Common Stock, $0.00005 Par Value per Share Underwriting AgreementUnderwriting Agreement • July 7th, 2021 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies • New York
F45 Training Holdings 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 Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ 🌑 ] shares and, at the election of the Underwriters, up to [ 🌑 ] additional shares of the common stock, par value $0.00005 per share, of the Company (“Stock”), and the stockholder of the Company named in Schedule II hereto (the “Selling Stockholder”) proposes, subject to the terms and conditions stated in this Agreement, to sell to the Underwriters an aggregate of [ 🌑 ] shares and, at the election of the Underwriters, up to [ 🌑 ] additional shares of Stock. The aggregate of [ 🌑 ] shares to be sold by the Company and the Selling Stockholder is herein called the “Firm Shares” and the aggregate of [ 🌑 ] additional shares to be sold by the Company and the Selling Stockholder is herein called the “Optional Shares”. The Firm Shares a
AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 13, 2021, among F45 TRAINING HOLDINGS INC., The other Loan Parties party hereto, The Lenders party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent and as Australian Security...Credit Agreement • August 16th, 2021 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies • New York
AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 13, 2021 (as it may be amended or modified from time to time, this “Agreement”), among F45 TRAINING HOLDINGS INC., a Delaware corporation (the “Borrower”), the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Australian Security Trustee.
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 21st, 2021 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies • Delaware
This Indemnification Agreement (this “Agreement”) is entered into as of [ ], 20[ ] (the “Effective Date”) by and between F45 Training Holdings Inc., a Delaware corporation (the “Company”), and [ ] (the “Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 16th, 2022 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 13, 2022, by and among F45 Training Holdings Inc., a Delaware corporation (the “Company”), and Drawbridge DSO Securities LLC, Fortress Lending III Holdings L.P., Fortress Lending Fund II MA-CRPTF LP and Fortress Lending II Holdings, L.P. (each, a “Purchaser” and collectively, the “Purchasers”).
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • February 15th, 2023 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies • New York
AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 13, 2021 (as it may be amended or modified from time to time, this “Agreement”), among F45 TRAINING HOLDINGS INC., a Delaware corporation (the “Borrower”), the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Australian Security Trustee.
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 14th, 2023 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies • Texas
This Executive Employment Agreement (the “Agreement”) is entered into as of July 13, 2023, but effective as of June 16, 2023 (the “Effective Date”), by and between Patrick Grosso (“Executive”) and F45 Training Holdings Inc. (the “Company”). This Agreement amends and restates in its entirety the Executive Employment Agreement dated as of July 5, 2021.
F45 TRAINING HOLDINGS INC. THIRD AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT July 14, 2021Stockholders’ Agreement • July 19th, 2021 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies
This Third Amended and Restated Stockholders’ Agreement (this “Agreement”) is made as of July 14, 2021 by and among F45 Training Holdings Inc., a Delaware corporation (the “Company”), MWIG LLC, a Delaware limited liability company (“MWIG”), Kennedy Lewis Management LP, a Delaware limited partnership (together with its Affiliates, “KLIM”), GCM Grosvenor Strategic Credit, L.P., a Delaware limited partnership (“GCM”), Bardin Hill Opportunistic Credit Master (ECI) Fund LP, a Delaware limited partnership (“Bardon Hill”), HCN LP, a Cayman Islands limited partnership (“HCN”), Halcyon Eversource Credit LLC, a Delaware limited liability company (“Halcyon”), HDML Fund II LLC, a Delaware limited liability company (“HDML”), L1 Capital Long Short Fund, an Australian domiciled Managed Investment Scheme (“L1 Capital LSF”), L1 Long Short Fund Limited, an Australian Public Company (Listed Investment Company) (“L1 LSF Limited”), L1 Capital Global Opportunities Master Fund (“L1 Global Master Fund”), an E
FIRST AMENDMENT TO SUBORDINATED CREDIT AGREEMENTSubordinated Credit Agreement • October 25th, 2023 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies • New York
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY AND ANY SECURITY INTERESTS OR OTHER LIENS SECURING SUCH OBLIGATIONS ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AND INTERCREDITOR AGREEMENT, DATED AS OF THE DATE HEREOF, AMONG ALTER DOMUS (US) LLC, AS AGENT FOR THE SUBORDINATED CREDITORS DESCRIBED THEREIN, THE SUBORDINATED CREDITORS PARTY THERETO, THE LOAN PARTIES PARTY THERETO, AND JPMORGAN CHASE BANK, N.A., AS AGENT FOR THE SENIOR CREDITORS DESCRIBED THEREIN.
CONSENT UNDER SUBORDINATED CREDIT AGREEMENTConsent Under Subordinated Credit Agreement • October 4th, 2023 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies • New York
THIS CONSENT UNDER SUBORDINATED CREDIT AGREEMENT (this “Agreement”) is made and entered into as of September 29, 2023, by and among F45 TRAINING HOLDINGS INC., a Delaware corporation (the “Borrower”), the Lenders party hereto, and ALTER DOMUS (US) LLC, in its capacity as administrative agent for the Secured Parties (the “Administrative Agent”).
CONSENT UNDER SUBORDINATED CREDIT AGREEMENTConsent Agreement • July 7th, 2023 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies • New York
THIS CONSENT UNDER SUBORDINATED CREDIT AGREEMENT (this “Agreement”) is made and entered into as of June 30, 2023, by and among F45 TRAINING HOLDINGS INC., a Delaware corporation (the “Borrower”), the Lenders party hereto, and ALTER DOMUS (US) LLC, in its capacity as administrative agent for the Secured Parties (the “Administrative Agent”).
October 20, 2023 F45 Training Holdings Inc. Austin, Texas 78704 Ladies and Gentlemen:Subordinated Credit Agreement • October 25th, 2023 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies • Delaware
Reference is made to (i) that certain First Amendment to Subordinated Credit Agreement (the “Credit Agreement Amendment”) made and entered into as of October 20, 2023, by and among F45 Training Holdings Inc., a Delaware corporation (the “Company”), the other Loan Parties thereto, the Lenders party thereto, and Alter Domus (US) LLC, in its capacity as administrative agent for the Secured Parties; and (ii) that certain Letter Agreement, dated as of February 14, 2023 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “February Side Letter”), among the Company and the lenders party thereo (the “Required Lenders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Credit Agreement Amendment.
CONSENT UNDER AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 16th, 2023 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies • New York
THIS CONSENT UNDER AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is made and entered into as of May 12, 2023, by and among F45 TRAINING HOLDINGS INC., a Delaware corporation (the “Borrower”), the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Australian Security Trustee (the “Administrative Agent”).
CONSENT UNDER AMENDED AND RESTATED CREDIT AGREEMENTConsent Under Amended and Restated Credit Agreement • October 4th, 2023 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies • New York
THIS CONSENT UNDER AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is made and entered into as of September 29, 2023, by and among F45 TRAINING HOLDINGS INC., a Delaware corporation (the “Borrower”), the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Australian Security Trustee (the “Administrative Agent”).
BY EMAIL ELLIOT CAPNER DATE September 9, 2019 Dear Elliot,Employment Agreement • June 21st, 2021 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies
We are pleased to offer you employment with F45 Training Incorporated (Company) on the terms and conditions set forth in this letter agreement (Agreement), with an expected start date of 1 September, 2019. This offer of employment is contingent on your satisfactory completion of the contingencies set forth in this Agreement, and you should not take any significant steps, such as relocating or quitting your current job, until we notify you that all contingencies have been satisfied.
GUARANTY dated as of MARCH 15, 2019 by and among F45 TRAINING HOLDINGS INC. AND THE SELLERS THAT ARE SIGNATORIES HERETOGuaranty • June 21st, 2021 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies • New York
This Guaranty (this “Guaranty”), dated as of March 15, 2019, is among F45 Training Holdings Inc., a Delaware corporation (the “Guarantor”), Mr. Adam James Gilchrist, an individual (“Gilchrist”), Mr. Robert Benjamin Deutsch, an individual (“Deutsch”) and 2M Properties Pty Ltd (ACN 109 057 383), a proprietary company limited by shares organized and existing under the laws of Australia (“Trustee”), as trustee for The 2M Trust (the “2M Trust” and, together with Gilchrist and Deutsch, collectively the “Sellers”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 21st, 2021 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies • New York
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) is made and entered into as of October 6, 2020, by and among F45 TRAINING HOLDINGS INC., a Delaware corporation (the “Borrower”), the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Australian Security Trustee (the “Administrative Agent”).
PROMOTIONAL AGREEMENTPromotional Agreement • July 7th, 2021 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies • Texas
THIS PROMOTIONAL AGREEMENT (“Agreement”) is entered into this 25th day of June 2021 and shall be effective from July 1, 2021 (the “Effective Date”) by and between F45 Training Holdings Inc., a Delaware corporation (“Company”) and Craw Daddy Productions, Inc. (“Provider”) f/s/o Cindy Crawford (“Crawford”). Company and Provider are referred to herein collectively as the “Parties” and each as a “Party.”
PROMOTIONAL AGREEMENTPromotional Agreement • June 21st, 2021 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies • California
THIS PROMOTIONAL AGREEMENT (“Agreement”) is entered into this October 15, 2020 (the “Effective Date”) by and between F45 Training Holdings Inc., a Delaware corporation (“Company”) and ABG-Shark, LLC, a Delaware limited liability company with an address of c/o Authentic Brands Group, LLC, 1411 Broadway, 21st Floor, New York, NY 10018 (“Provider”) f/s/o Greg Norman (“Norman”). Company and Provider are referred to herein collectively as the “Parties” and each as a “Party.”
January 16, 2020 BY EMAIL HEATHER CHRISTIEEmployee Change Agreement • June 21st, 2021 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies
F45 Training, Inc. (the “Company” or “F45”) is pleased to offer you (“you”) the revised exempt position of Chief Operating Officer (COO) effective Jan 15, 2020. You will be responsible for Support, Compliance, Logistics, Academy & Induction and will report to Adam Gilchrist, CEO. You will continue work at our facility located in El Segundo. Of course, the Company may again change your position, duties, and work location from time to time at its discretion.
PROMOTIONAL AGREEMENTPromotional Agreement • June 21st, 2021 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies • California
THIS PROMOTIONAL AGREEMENT (“Agreement”) is entered into this 15th day of March, 2019 (the “Effective Date”) by and between F45 Training Holdings Inc., a Delaware corporation (“Company”) and Mark Wahlberg (“Provider”). Company and Provider are referred to herein collectively as the “Parties” and each as a “Party.”
SHARE PURCHASE AGREEMENT BY AND AMONG F45 TRAINING HOLDINGS INC., FLYHALF ACQUISITION COMPANY PTY LTD, MWIG LLC, F45 AUS HOLD CO PTY LTD, AND SELLERS MARCH 15, 2019Share Purchase Agreement • June 21st, 2021 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies • Delaware
This Share Purchase Agreement (this “Agreement”) is made as of March 15, 2019 (the “Effective Date”), 2019, by and among F45 Training Holdings Inc., a Delaware corporation (the “Issuer”), Flyhalf Acquisition Company Pty Ltd (ACN 632 252 110) (“Acquisition Vehicle”), MWIG LLC, a Delaware limited liability company (the “Investor”), Mr. Adam James Gilchrist, an individual (“Gilchrist”), Mr. Robert Benjamin Deutsch, an individual (“Deutsch”) and 2M Properties Pty Ltd (ACN 109 057 383), a proprietary company limited by shares organized and existing under the laws of Australia, (“Trustee”) as trustee for The 2M Trust, (the “2M Trust” and, together with Gilchrist and Deutsch, collectively the “Sellers”), and F45 Aus Hold Co Pty Ltd (ACN 620 135 426), a proprietary company limited by shares organized and existing under the laws of Australia (the “Company”). Capitalized terms that are used in this Agreement and not otherwise defined herein will have the respective meanings ascribed to such term
COMMON STOCK SALE AGREEMENTCommon Stock Sale Agreement • June 21st, 2021 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies • Delaware
This COMMON STOCK SALE AGREEMENT (this “Agreement”) is entered into as of October 6, 2020, by and between 2M Properties Pty Ltd (ACN 109 057 383), a proprietary company limited by shares organized and existing under the laws of Australia, as trustee for The 2M Trust (the “Seller”) and F45 Training Holdings Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Stockholders’ Agreement of the Company, dated March 15, 2019, by and among the Company, MWIG LLC, a Delaware limited liability company, Adam James Gilchrist, Robert Benjamin Deutsch, and the Seller (as amended, the “Stockholders’ Agreement”).
March 30, 2023 BY EMAIL Mark Wahlberg Dear Mark, We are pleased to offer you employment with F45 Training Holdings Inc. (Company) on the terms and conditions set forth in this letter (Agreement), with an expected start date of March 30, 2023. This...Employment Agreement • April 4th, 2023 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies
July 24, 2022 Dear Adam:Separation Agreement • July 26th, 2022 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies • Florida
The Company received your resignation notice subject to terms being agreed. This letter of agreement and general release (“Agreement”) confirms our mutual agreement regarding the terms and conditions of your separation from employment and with F45 Training Holdings Inc. and each of its parents, subsidiaries and affiliates, including any and all offices or positions held with the subsidiaries and affiliates (“F45” or the “Company”). You and the Company agree as follows:
BY EMAIL PATRICK GROSSO DATE: October 10, 2019Employment Agreement • June 21st, 2021 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies
We are pleased to offer you employment with F45 Training Incorporated (Company) on the terms and conditions set forth in this letter agreement (Agreement), with an expected start date of October 21, 2019. This offer of employment is contingent on your satisfactory completion of the contingencies set forth in this Agreement, and you should not take any significant steps, such as relocating or quitting your current job, until we notify you that all contingencies have been satisfied.
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 16th, 2022 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies • New York
THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is made and entered into as of May 13, 2022, by and among F45 TRAINING HOLDINGS INC., a Delaware corporation (the “Borrower”), F45 TRAINING INCORPORATED, a Delaware corporation (the “Franchisor”), the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Australian Security Trustee (the “Administrative Agent”).
FAFC LLC LIMITED LIABILITY COMPANY AGREEMENT Dated as of May 16, 2022Limited Liability Company Agreement • May 16th, 2022 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT OF FAFC LLC (this “Agreement”) is entered into as of May 16, 2022 (the “Effective Date”), by and among (i) Club Sports Group LLC, a Delaware limited liability company (“CSG”), (ii) F45 Training Holdings Inc., a Delaware corporation (“F45”), and (iii) each other Person admitted to FAFC LLC, a Delaware limited liability company (the “Company”), as a member and listed on the Schedule of Members attached hereto from time to time (all such admitted Persons, collectively with CSG and F45, the “Members” and each, a “Member”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 21st, 2021 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) is made and entered into as of June 23, 2020, by and among F45 TRAINING HOLDINGS INC., a Delaware corporation (the “Borrower”), the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Australian Security Trustee (the “Administrative Agent”).
AMENDED AND RESTATED PROMOTIONAL AND ADVISORY SERVICES AGREEMENTPromotional and Advisory Services Agreement • June 21st, 2021 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies • California
THIS AMENDED AND RESTATED PROMOTIONAL AND ADVISORY SERVICES AGREEMENT (“Agreement”) is entered as of 12th day of April, 2021 (the “Effective Date”) by and between F45 Training Holdings Inc., a Delaware corporation (“Company”) and Magic Johnson Entertainment d/b/a Magic Johnson Enterprises (“MJE”) f/s/o Earvin Johnson, Jr. (“Provider”). Company and MJE are referred to herein collectively as the “Parties” and each as a “Party.”
INTELLECTUAL PROPERTY LICENSE AGREEMENTIntellectual Property License Agreement • June 21st, 2021 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies • New York
THIS INTELLECTUAL PROPERTY LICENSE AGREEMENT (this “Agreement”), dated as of March 31, 2021, is made and entered into by and among F45 Training Incorporated, a Delaware corporation (“Licensee”), FW SPV LLC, a Delaware limited liability company (“First Seller”), FW SPV II LLC, a Delaware limited liability company (“Second Seller” and, collectively with the First Seller, “Licensor”), (each individually, a “Party” and collectively, the “Parties”).
February 16, 2023Executive Employment Agreement • March 10th, 2023 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies
Reference is made to that certain Executive Employment Agreement dated as of September 20, 2022 (the “Employment Agreement”), by and between yourself (“You” or “Executive”) and F45 Training Holdings, Inc. (the “Company”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Employment Agreement.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • June 21st, 2021 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies • New York
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of March 31, 2021 (the “Execution Date”), is made and entered into by and among F45 Training Incorporated, a Delaware corporation (“Buyer”), FW SPV LLC, a Delaware limited liability company (“First Seller”), and FW SPV II LLC, a Delaware limited liability company (“Second Seller” and, collectively with the First Seller, “Seller”). Capitalized terms used herein and not otherwise defined herein have the meanings set forth in Article 1.
F45 TRAINING HOLDINGS INC. 2021 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • July 7th, 2021 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies • Delaware
Unless otherwise defined herein, the terms defined in the F45 Training Holdings Inc. 2021 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Restricted Stock Unit Award Agreement (the “Award Agreement”).
FIRST AMENDMENT TO STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • November 15th, 2019 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies
This FIRST AMENDMENT TO STOCKHOLDERS’ AGREEMENT (the “Amendment”) is made and entered into as of May 6, 2019, by and among F45 Training Holdings Inc., a Delaware corporation (the “Company”), MWIG LLC, a Delaware limited liability company (the “Investor”), Mr. Adam James Gilchrist, an individual (“Gilchrist”), Mr. Robert Benjamin Deutsch, an individual (“Deutsch”) and 2M Properties Pty Ltd (ACN 109 057 383), a proprietary company limited by shares organized and existing under the laws of Australia, as trustee for The 2M Trust (together with Gilchrist and Deutsch, collectively, the “Founders”) (the Founders, together with the Investor and the Company, collectively, the “Parties”). Capitalized terms used in this Amendment and not otherwise defined herein have the meanings given in the Agreement (as defined below).
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • May 3rd, 2023 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies • Texas
This Separation Agreement and General Release (“Agreement”) is entered into between Ben Coates (“Employee”) and F45 Training Holdings, Inc. (the “Company”), collectively referred to as the “Parties.”
