WARRANT AGREEMENTWarrant Agreement • December 1st, 2020 • Forest Road Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of November 24, 2020, is by and between Forest Road Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 1st, 2020 • Forest Road Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of November 24, 2020, by and between Forest Road Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
UNDERWRITING AGREEMENT between FOREST ROAD ACQUISITION CORP. and CANTOR FITZGERALD & CO. Dated: November 24, 2020Underwriting Agreement • December 1st, 2020 • Forest Road Acquisition Corp. • Blank checks • New York
The undersigned, Forest Road Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
Forest Road Acquisition Corp. New York, NY 10036Securities Subscription Agreement • October 8th, 2020 • Forest Road Acquisition Corp. • New York
This agreement (the “Agreement”) is entered into on September 29, 2020 by and between Forest Road Acquisition Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Forest Road Acquisition Corp., a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 7,187,500 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 937,500 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
CONSENT AND SEVENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 1st, 2021 • Forest Road Acquisition Corp. • Retail-nonstore retailers • New York
This CREDIT AGREEMENT is entered into as of December 14, 2018, among BEACHBODY, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein), and BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 1st, 2020 • Forest Road Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 24, 2020, is made and entered into by and among Forest Road Acquisition Corp., a Delaware corporation (the “Company”), Forest Road Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed on the signature page hereto under “Holders” (each such party together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
November 24, 2020Underwriting Agreement • December 1st, 2020 • Forest Road Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Forest Road Acquisition Corp., a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 30,015,000 of the Company’s units (including up to 3,915,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-third of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined
PRE-FUNDED COMMON STOCK PURCHASE WARRANT THE BEACHBODY COMPANY, INC.Pre-Funded Common Stock Purchase Warrant • December 13th, 2023 • Beachbody Company, Inc. • Retail-nonstore retailers
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 hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from The Beachbody Company, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of 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).
COMMON STOCK PURCHASE WARRANT THE BEACHBODY COMPANY, INC.Common Stock Purchase Warrant • December 13th, 2023 • Beachbody Company, Inc. • Retail-nonstore retailers
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 June 13, 2024 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on June 13, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from The Beachbody Company, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of 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).
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • November 19th, 2020 • Forest Road Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2020, by and between Forest Road Acquisition Corp., a Delaware corporation (the “Company”), and ________ (“Indemnitee”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • December 13th, 2023 • Beachbody Company, Inc. • Retail-nonstore retailers • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 13th, 2023 • Beachbody Company, Inc. • Retail-nonstore retailers • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 10, 2023, between The Beachbody Company, 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”).
INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification Agreement • July 9th, 2021 • Beachbody Company, Inc. • Retail-nonstore retailers • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of ________ __, 20__ by and between The Beachbody Company, Inc., a Delaware corporation (the “Company”), and ______________, [a member of the Board of Directors/an officer/an employee/an agent/a fiduciary] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement.
SUBSCRIPTION AGREEMENTSubscription Agreement • February 16th, 2021 • Forest Road Acquisition Corp. • Blank checks • New York
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on February 9, 2021, by and among Forest Road Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned subscriber (“Subscriber”).
AMENDMENT NO. 2 TO FINANCING AGREEMENTFinancing Agreement • July 26th, 2023 • Beachbody Company, Inc. • Retail-nonstore retailers • New York
Financing Agreement, dated as of August 8, 2022, by and among Beachbody, LLC, a Delaware limited liability company (the “Borrower”), The Beachbody Company, Inc., a Delaware corporation (the “Parent”), each subsidiary of the Parent listed as a “Guarantor” on the signature pages hereto (together with the Parent and each other Person that executes a joinder agreement and becomes a “Guarantor” thereunder, each a “Guarantor” and collectively, the “Guarantors”), the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”), Blue Torch Finance, LLC, a Delaware limited liability company (“Blue Torch”), as collateral agent for the Lenders (in such capacity, together with its permitted successors and assigns in such capacity, the “Collateral Agent”), and Blue Torch, as administrative agent for the Lenders (in such capacity, together with its permitted successors and assigns in such capacity, the “Administrative Agent” and together with the Collateral Agent, each an
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 1st, 2021 • Forest Road Acquisition Corp. • Retail-nonstore retailers • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 25, 2021, is made and entered into by and among The Beachbody Company, Inc., a Delaware corporation (the “Company”) (formerly known as Forest Road Acquisition Corp., a Delaware corporation), Forest Road Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), certain equityholders of The Beachbody Company Group, LLC, a Delaware limited liability company (“Beachbody”) set forth on the signature pages hereto (such equityholders, the “Beachbody Holders”), Carl Daikeler, Mary Conlin, John Salter, Ben Van de Bunt, and Kevin Mayer (the “Director Holders” and, collectively with the Sponsor, the Beachbody Holders, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 or Section 6.10 of this Agreement, the “Holders” and each, a “Holder”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • December 1st, 2020 • Forest Road Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of November 24, 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Forest Road Acquisition Corp., a Delaware corporation (the “Company”), and Forest Road Acquisition Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 1st, 2021 • Forest Road Acquisition Corp. • Retail-nonstore retailers • California
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between The Beachbody Company, Inc., a Delaware corporation (which is the successor company to The Beachbody Company Group, LLC, and is hereinafter defined as the “Company”) and Sue Collyns (the “Executive”).
THIRD AMENDED AND RESTATED WARRANT TO PURCHASE STOCKWarrant Agreement • October 21st, 2024 • Beachbody Company, Inc. • Retail-nonstore retailers • New York
THIS THIRD AMENDED AND RESTATED WARRANT TO PURCHASE STOCK (“WARRANT”) CERTIFIES THAT, for good and valuable consideration, [●] (together with any successor or permitted assignee or transferee of this Warrant or of any shares issued upon exercise hereof, “Holder”) is entitled to purchase up to the number set forth above, of fully paid and non-assessable shares (subject to adjustment as provided herein, the “Shares”) of Class A Common Stock (“Class A Common Stock”) of The Beachbody Company, Inc., a Delaware corporation (the “Company”) at a purchase price per share of $6.26 (“Warrant Price”), all as set forth above and as adjusted pursuant to Section 2 of this Warrant, subject to the provisions and upon the terms and conditions set forth in this Warrant. This Warrant amends and restates in its entirety that certain Second Amended and Restated Warrant to Purchase Stock, dated as of the Second Amended and Restated Date (the “Existing Warrant”) and is effective as of the Original Issue Date.
THE BEACHBODY COMPANY GROUP, LLC WARRANT TO PURCHASE COMMON UNITS Void After September 18, 2030Warrant Agreement • May 10th, 2021 • Forest Road Acquisition Corp. • Retail-nonstore retailers • Delaware
THIS CERTIFIES THAT, for value received, Schwarzenegger Blind Trust or its assigns (the “Holder”), is entitled, subject to the provisions and upon the terms and conditions set forth herein, to subscribe for and purchase at the Exercise Price (defined below) from The Beachbody Company Group, LLC, a Delaware limited liability company (the “Company”), a number of Common Units of the Company as determined hereunder. This Warrant is issued in exchange for, and shall become effective upon surrender by the Holder for cancellation of, that certain Warrant to Purchase Common Units of Beachbody, LLC, a Delaware limited liability company (“Beachbody”), dated as of July 23, 2020 (the “Beachbody Warrant”), at the closing of the transactions contemplated by the Merger Agreement (as defined below).
Forest Road Acquisition Corp.Administrative Support Agreement • December 1st, 2020 • Forest Road Acquisition Corp. • Blank checks • New York
This letter agreement by and between Forest Road Acquisition Corp. (the “Company”) and The Forest Road Company, LLC (“Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
BEACHBODY LOGO] April 15, 2022 VIA EMAIL PERSONAL & CONFIDENTIAL Sue Collyns Re: Separation and General Release Agreement Dear Sue:Separation and General Release Agreement • May 9th, 2022 • Beachbody Company, Inc. • Retail-nonstore retailers • California
Based on your discussions with Carl Daikeler and Ben Van de Bunt on Thursday, April 14th, this letter is to confirm that, effective as of May 31, 2022 (the “Separation Date”), your employment with Beachbody, LLC and its parent, The Beachbody Company, Inc. (together, “Beachbody” or the “Company”) will be terminated by mutual agreement. All terms not defined herein shall have the same meaning given to them in your employment agreement with the Company, effective June 25, 2021 (“Employment Agreement”). Commencing on June 1, 2022, you will transition to be a consultant of the Company through May 31, 2023 and, during this period, you will provide consulting services to the Company (the “Consulting Services”), pursuant to an independent contractor agreement attached hereto to be signed by you and the Company.
AMENDMENT NO. 1 TO Financing AGREEMENTFinancing Agreement • November 7th, 2023 • Beachbody Company, Inc. • Retail-nonstore retailers
This AMENDMENT NO. 1 TO FINANCING AGREEMENT (this “Agreement”) dated as of October 4, 2022 (the “First Amendment Effective Date”), is made by and among Beachbody, LLC, a Delaware limited liability company (the “Borrower”), The Beachbody Company, Inc., a Delaware corporation (the “Parent”), each subsidiary of the Parent listed as a “Guarantor” on the signature pages hereto (together with the Parent, each a “Guarantor” and collectively, the “Guarantors”), the lenders party hereto (each a “Lender” and collectively, the “Lenders”), Blue Torch Finance, LLC, a Delaware limited liability company (“Blue Torch”), as collateral agent for the Lenders (in such capacity, together with its permitted successors and assigns in such capacity, the “Collateral Agent”) and Blue Torch, as administrative agent for the Lenders (in such capacity, together with its permitted successors and assigns in such capacity, the “Administrative Agent” and together with the Collateral Agent, each an “Agent” and collectiv
AMENDMENT NO. 1 TO Financing AGREEMENTFinancing Agreement • August 8th, 2023 • Beachbody Company, Inc. • Retail-nonstore retailers
This AMENDMENT NO. 1 TO FINANCING AGREEMENT (this “Agreement”) dated as of October 4, 2022 (the “First Amendment Effective Date”), is made by and among Beachbody, LLC, a Delaware limited liability company (the “Borrower”), The Beachbody Company, Inc., a Delaware corporation (the “Parent”), each subsidiary of the Parent listed as a “Guarantor” on the signature pages hereto (together with the Parent, each a “Guarantor” and collectively, the “Guarantors”), the lenders party hereto (each a “Lender” and collectively, the “Lenders”), Blue Torch Finance, LLC, a Delaware limited liability company (“Blue Torch”), as collateral agent for the Lenders (in such capacity, together with its permitted successors and assigns in such capacity, the “Collateral Agent”) and Blue Torch, as administrative agent for the Lenders (in such capacity, together with its permitted successors and assigns in such capacity, the “Administrative Agent” and together with the Collateral Agent, each an “Agent” and collectiv
MEMBER SUPPORT AGREEMENTMember Support Agreement • February 16th, 2021 • Forest Road Acquisition Corp. • Blank checks • Delaware
This MEMBER SUPPORT AGREEMENT (this “Agreement”), dated as of February 9, 2021, is made by and among Forest Road Acquisition Corp., a Delaware corporation (“Acquiror”), the Persons set forth on Schedule I hereto (the “Raine Members”), the Persons set forth on Schedule II hereto (the “Daikeler Trust Members”, and together with the Raine Members, each a “Required Member” and collectively, the “Required Members”) and The Beachbody Company Group, LLC, a Delaware limited liability company (the “Company”). The Required Members, Acquiror and the Company shall be referred to herein from time to time collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
Re: Severance Agreement Michael:Severance Agreement • April 16th, 2024 • Beachbody Company, Inc. • Retail-nonstore retailers
Following our conversations, this document modifies your severance benefits in the case of separation from the Beachbody, LLC (“BODi” or the “Company”). While each party expressly understands and agrees that the severance and separation terms expressly provided in this letter will replace and govern over and prior severance and separation terms provided to you (either orally or in writing), for the avoidance of doubt, this document does not modify any other terms of your employment, including, without limitation, your salary, benefits, bonus opportunities, or at-will status.
AMENDMENT NO. 6 TO Financing AGREEMENTFinancing Agreement • October 21st, 2024 • Beachbody Company, Inc. • Retail-nonstore retailers
This AMENDMENT NO. 6 TO FINANCING AGREEMENT (this “Agreement”) dated as of October 18, 2024 (the “Sixth Amendment Effective Date”), is made by and among Beachbody, LLC, a Delaware limited liability company (the “Borrower”), The Beachbody Company, Inc., a Delaware corporation (the “Parent”), the lenders party hereto (each a “Lender” and collectively, the “Lenders”), Blue Torch Finance, LLC, a Delaware limited liability company (“Blue Torch”), as collateral agent for the Lenders (in such capacity, together with its permitted successors and assigns in such capacity, the “Collateral Agent”) and Blue Torch, as administrative agent for the Lenders (in such capacity, together with its permitted successors and assigns in such capacity, the “Administrative Agent” and together with the Collateral Agent, each an “Agent” and collectively, the “Agents”).
AMENDMENT NO. 5 TO Financing AGREEMENTFinancing Agreement • April 8th, 2024 • Beachbody Company, Inc. • Retail-nonstore retailers
This AMENDMENT NO. 5 TO FINANCING AGREEMENT (this “Agreement”) dated as of April 5, 2024 (the “Amendment No. 5 Effective Date”), is made by and among Beachbody, LLC, a Delaware limited liability company (the “Borrower”), the lenders party hereto (each a “Lender” and collectively, the “Lenders”), Blue Torch Finance, LLC, a Delaware limited liability company (“Blue Torch”), as collateral agent for the Lenders (in such capacity, together with its permitted successors and assigns in such capacity, the “Collateral Agent”) and Blue Torch, as administrative agent for the Lenders (in such capacity, together with its permitted successors and assigns in such capacity, the “Administrative Agent” and together with the Collateral Agent, each an “Agent” and collectively, the “Agents”).
CONSENT NO. 1 AND AMENDMENT NO. 3 TO FINANCING AGREEMENTFinancing Agreement • January 12th, 2024 • Beachbody Company, Inc. • Retail-nonstore retailers
This CONSENT NO. 1 AND AMENDMENT NO. 3 TO FINANCING AGREEMENT (this “Agreement”) dated as of January 9, 2024 (the “Consent Effective Date”), is made by and among BEACHBODY, LLC, a Delaware limited liability company (the “Borrower”), the lenders party hereto (each a “Lender” and collectively, the “Lenders”), BLUE TORCH FINANCE, LLC, a Delaware limited liability company (“Blue Torch”), as collateral agent for the Lenders (in such capacity, together with its permitted successors and assigns in such capacity, the “Collateral Agent”) and Blue Torch, as administrative agent for the Lenders (in such capacity, together with its permitted successors and assigns in such capacity, the “Administrative Agent” and together with the Collateral Agent, each an “Agent” and collectively, the “Agents”).
CONSENT NO. 2 AND AMENDMENT NO. 4 TO FINANCING AGREEMENTFinancing Agreement • March 5th, 2024 • Beachbody Company, Inc. • Retail-nonstore retailers
This CONSENT NO. 2 AND AMENDMENT NO. 4 TO FINANCING AGREEMENT (this “Agreement”) dated as of February 29, 2024 (the “Consent No. 2 Effective Date”), is made by and among BEACHBODY, LLC, a Delaware limited liability company (the “Borrower”), the lenders party hereto (each a “Lender” and collectively, the “Lenders”), BLUE TORCH FINANCE, LLC, a Delaware limited liability company (“Blue Torch”), as collateral agent for the Lenders (in such capacity, together with its permitted successors and assigns in such capacity, the “Collateral Agent”) and Blue Torch, as administrative agent for the Lenders (in such capacity, together with its permitted successors and assigns in such capacity, the “Administrative Agent” and together with the Collateral Agent, each an “Agent” and collectively, the “Agents”).
AGREEMENT AND PLAN OF MERGER by and among FOREST ROAD ACQUISITION CORP., BB MERGER SUB, LLC, MFH MERGER SUB, LLC, THE BEACHBODY COMPANY GROUP, LLC, and MYX FITNESS HOLDINGS, LLC Dated as of February 9, 2021Merger Agreement • February 16th, 2021 • Forest Road Acquisition Corp. • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of February 9, 2021, by and among Forest Road Acquisition Corp., a Delaware corporation (“Acquiror”), BB Merger Sub, LLC, a Delaware limited liability company and direct, wholly-owned subsidiary of Acquiror (“BB Merger Sub”), MFH Merger Sub, LLC, a Delaware limited liability company and direct, wholly-owned subsidiary of Acquiror (“Myx Merger Sub”), The Beachbody Company Group, LLC, a Delaware limited liability company (“BB”), and Myx Fitness Holdings, LLC, a Delaware limited liability company (“Myx,” and together with BB, the “Company Parties”). Acquiror, BB, BB Merger Sub, Myx, and Myx Merger Sub are collectively referred to herein as the “Parties” and individually as a “Party.”
MYX SUPPORT AGREEMENTSupport Agreement • February 16th, 2021 • Forest Road Acquisition Corp. • Blank checks • Delaware
This MYX SUPPORT AGREEMENT (this “Agreement”), dated as of February 9, 2021, is made by and among Forest Road Acquisition Corp., a Delaware corporation (“Acquiror”), The Beachbody Company Group, LLC, a Delaware limited liability company (“Beachbody”), Myx Brands Holdings, LLC (“Myx Investor”), a Delaware limited liability company, and Myx Fitness Holdings, LLC, a Delaware limited liability company (the “Company”). Beachbody, Myx Investor, Acquiror and the Company shall be referred to herein from time to time collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
SPONSOR AGREEMENTSponsor Agreement • February 16th, 2021 • Forest Road Acquisition Corp. • Blank checks • Delaware
This SPONSOR AGREEMENT (this “Agreement”), dated as of February 9, 2021, is made by and among Forest Road Acquisition Sponsor LLC, a Delaware limited liability company (“Sponsor”), Forest Road Acquisition Corp., a Delaware corporation (“Acquiror”), and The Beachbody Company Group, LLC, a Delaware limited liability company (the “Company”). Sponsor, Acquiror and the Company shall be referred to herein from time to time collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
