Membership Collective Group Inc. [ ] Class A Common Stock, par value $0.01 per share Underwriting AgreementUnderwriting Agreement • July 6th, 2021 • Membership Collective Group Inc. • Hotels & motels • New York
Membership Collective Group 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 of its Class A common stock, par value $0.01 per share (the “Firm Shares”) and, at the election of the Underwriters, up to [ ] additional shares of its Class A common stock (the “Optional Shares”). The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof, are herein collectively called the “Shares”. The shares of Class A common stock of the Company to be outstanding after giving effect to the sale of the Shares and any Community Offer Shares (as defined below) are referred to herein as the “Class A Common Shares”.
DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTIndemnification Agreement • June 21st, 2021 • Membership Collective Group Inc. • Hotels & motels • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of the [ ] day of [ ], 2021, by and between Membership Collective Group Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
SERVICE AGREEMENTService Agreement • November 13th, 2023 • Soho House & Co Inc. • Hotels & motels
Originally dated 23 March 2021 and first amended and restated on the First Amendment and Restatement Effective Date SOHO HOUSE & CO LIMITED (as Parent) SOHO HOUSE BOND LIMITED (as Company) THE COMPANIES LISTED IN PART 1 OF SCHEDULE 1 (as Original...Notes Purchase Agreement • November 17th, 2021 • Membership Collective Group Inc. • Hotels & motels • Jersey
THIS AGREEMENT was originally dated 23 March 2021 and is amended and restated on the First Amendment and Restatement Effective Date and made between:
SOHO HOUSE HOLDINGS LIMITED THIRD AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 21st, 2021 • Membership Collective Group Inc. • Hotels & motels • Delaware
AMENDMENT TO RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE MEMBERSHIP COLLECTIVE GROUP, INC.Restricted Stock Unit Award Agreement • November 16th, 2022 • Membership Collective Group Inc. • Hotels & motels
WHEREAS, Membership Collective Group, Inc. (the “Company”) previously made a grant of restricted stock units to the undersigned (the “Holder”) pursuant to the terms and conditions of the Membership Collective Group, Inc. 2021 Equity and Incentive Plan (the “Plan”), and the terms of an award agreement, dated as of 19 July 2021 with respect to 401,845 of Stock (the “Award Agreement”);
MEMBERSHIP COLLECTIVE GROUP, INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • July 6th, 2021 • Membership Collective Group Inc. • Hotels & motels • Delaware
Membership Collective Group, Inc., a Delaware corporation (the “Company”), hereby grants to [________] (the “Holder”) as of [_______] (the “Grant Date”)1, pursuant to the provisions of the Membership Collective Group, Inc. 2021 Equity and Incentive Plan (the “Plan”), a restricted stock unit award (the “Award”) with respect to [________] shares of Class A common stock, par value $0.01 per share, of the Company (“Stock”), upon and subject to the restrictions, terms and conditions set forth in the Plan and this agreement (the “Agreement”). Capitalized terms not defined herein shall have the meanings specified in the Plan.
SERVICE AGREEMENTService Agreement • May 12th, 2023 • Soho House & Co Inc. • Hotels & motels
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SETTLEMENT DEEDSettlement Deed • November 16th, 2022 • Membership Collective Group Inc. • Hotels & motels
From: Mark Wadhwa and Timothy Robinson (“MWTR”) For and on behalf of the Issuer(s)Facility Agreement • March 18th, 2024 • Soho House & Co Inc. • Hotels & motels
We refer to the £40,000,000 facility agreement entered into on 29 September 2017 (as previously amended on 3 March 2023) between the Issuer(s) as referred to above and SWL (the “Facility Agreement”).
Dear SWL, Amendment to the £40,000,000 Facility AgreementFacility Agreement • March 8th, 2023 • Membership Collective Group Inc. • Hotels & motels
We refer to the £40,000,000 facility agreement entered into on 29 September 2017 (as previously amended on 11 March 2022) between the Issuer(s) as referred to above and SWL (the “Facility Agreement”).
LOAN AGREEMENT Dated as of May 11, 2023 Among BEACH HOUSE OWNER, LLC, as Borrower and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION and CITI REAL ESTATE FUNDING INC., collectively, as Lender Soho House Beach House (Miami)Loan Agreement • May 12th, 2023 • Soho House & Co Inc. • Hotels & motels • New York
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 18th, 2024 • Soho House & Co Inc. • Hotels & motels • Florida
This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”), by and between Soho House Beach House LLC (the “Company”) and Thomas Allen of 2601 Granada Blvd, Coral Gables, FL. 33134 (“You” or “Your”) (the Company and You each a “Party”, and collectively the “Parties”), is entered into and effective as of June 23, 2022 (the “Effective Date”).1
Notes Purchase Agreement for Soho House Bond Limited dated 23 March 2021 (the “Notes Purchase Agreement”)Notes Purchase Agreement • March 16th, 2022 • Membership Collective Group Inc. • Hotels & motels
AMENDMENT TO RESTRICTED STOCK AWARD AGREEMENT UNDER THE MEMBERSHIP COLLECTIVE GROUP, INC.Restricted Stock Award Agreement • November 16th, 2022 • Membership Collective Group Inc. • Hotels & motels
WHEREAS, Membership Collective Group, Inc. (the “Company”) previously made a grant of a restricted stock award to the undersigned (the “Holder”) pursuant to the terms and conditions of the Membership Collective Group, Inc. 2021 Equity and Incentive Plan (the “Plan”), and the terms of an award agreement, dated as of 19 July 2021 with respect to 260,577 of Stock (the “Award Agreement”); and
This agreement is dated 28 September 2022Consulting Agreement • November 16th, 2022 • Membership Collective Group Inc. • Hotels & motels
Soho House UK Limited incorporated and registered in England and Wales with company number 02864389 whose registered office is at 180 The Strand, London, United Kingdom, WC2R 1EA (Client); and
Amendment to the £40,000,000 Facility AgreementFacility Agreement • March 16th, 2022 • Membership Collective Group Inc. • Hotels & motels
We refer to the £40,000,000 facility agreement entered into on 29 September 2017 between the Issuer(s) as referred to above and SWL (the “Facility Agreement”).
AMENDMENT LETTERRevolving Facility Agreement • February 14th, 2022 • Membership Collective Group Inc. • Hotels & motels • New York
Reference is made to the RCF Agreement. Terms defined in the RCF Agreement shall have the same meaning when used in this letter.
STOCKHOLDERS AGREEMENT by and among MEMBERSHIP COLLECTIVE GROUP INC. and the STOCKHOLDERS PARTY HERETO Dated as of [ ], 2021Shareholder Agreements • June 2nd, 2021 • Membership Collective Group Inc. • Hotels & motels • Delaware
This Stockholders Agreement is entered into as of [ ], 2021 by and among Membership Collective Group Inc., a Delaware corporation (the “Company”), Yucaipa American Alliance Fund II, L.P., a limited partnership organized under the laws of the state of Delaware (“YAAFII”), Yucaipa American Alliance (Parallel) Fund II, L.P., a limited partnership organized under the laws of the State of Delaware (“YAAFII Parallel”), Mr. Richard Allan Caring (“Mr. Caring”) and Mr. Nicholas Keith Arthur Jones (“Mr. Jones”).
MEMBERSHIP COLLECTIVE GROUP, INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • July 6th, 2021 • Membership Collective Group Inc. • Hotels & motels • Delaware
Membership Collective Group, Inc., a Delaware corporation (the “Company”), hereby grants to [________] (the “Holder”) as of [_______]1 (the “Grant Date”), pursuant to the provisions of the Membership Collective Group, Inc. 2021 Equity and Incentive Plan (the “Plan”), a restricted stock unit award (the “Award”) with respect to [________] shares of Class A common stock, par value $0.01 per share, of the Company (“Stock”), upon and subject to the restrictions, terms and conditions set forth in the Plan and this agreement (the “Agreement”). Capitalized terms not defined herein shall have the meanings specified in the Plan.
STOCKHOLDERS AGREEMENT by and among MEMBERSHIP COLLECTIVE GROUP INC. and the STOCKHOLDERS PARTY HERETO Dated as of [ ], 2021Stockholders Agreement • June 21st, 2021 • Membership Collective Group Inc. • Hotels & motels • Delaware
This Stockholders Agreement is entered into as of [ ], 2021 by and among Membership Collective Group Inc., a Delaware corporation (the “Company”), Yucaipa American Alliance Fund II, L.P., a limited partnership organized under the laws of the state of Delaware (“YAAFII”), Yucaipa American Alliance (Parallel) Fund II, L.P., a limited partnership organized under the laws of the State of Delaware (“YAAFII Parallel”), Mr. Richard Allan Caring (“Mr. Caring”) and Mr. Nicholas Keith Arthur Jones (“Mr. Jones”).
MEMBERSHIP COLLECTIVE GROUP, INC.Restricted Stock Unit Award Agreement • November 16th, 2022 • Membership Collective Group Inc. • Hotels & motels • Delaware
Membership Collective Group, Inc., a Delaware corporation (the “Company”), hereby grants to Martin Kuczmarski (the “Holder”) as of 28 September 2022 (the “Grant Date”), pursuant to the provisions of the Membership Collective Group, Inc. 2021 Equity and Incentive Plan (the “Plan”), a restricted stock unit award (the “Award”) with respect to 365,000 shares of Class A common stock, par value $0.01 per share, of the Company (“Stock”), upon and subject to the restrictions, terms and conditions set forth in the Plan and this agreement (the “Agreement”). Capitalized terms not defined herein shall have the meanings specified in the Plan.
