•] Shares iFIT Health & Fitness Inc CLASS A COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • September 27th, 2021 • iFit Health & Fitness Inc • Sporting & athletic goods, nec • New York
ABL CREDIT AGREEMENT dated as of May 12, 2021 among IFIT HEALTH & FITNESS INC, as Holdings, ICON HEALTH & FITNESS, INC., as the Borrower Representative, CERTAIN SUBSIDIARIES PARTY HERETO FROM TIME TO TIME, as Borrowers, CERTAIN SUBSIDIARIES PARTY...Credit Agreement • August 31st, 2021 • iFit Health & Fitness Inc • Sporting & athletic goods, nec • New York
ABL CREDIT AGREEMENT, dated as of May 12, 2021 (this “Agreement”), by and among iFIT Health & Fitness Inc, a Delaware corporation (“Holdings”), ICON Health & Fitness, Inc., a Delaware corporation (“ICON”), as a US Borrower (as hereinafter defined) and as Borrower Representative (as hereinafter defined), certain subsidiaries (as hereinafter defined) from time to time party hereto, as Borrowers (as hereinafter defined), certain subsidiaries (as hereinafter defined) from time to time party hereto, as Subsidiary Guarantors (as hereinafter defined), the Lenders from time to time party hereto, Bank of America, N.A. (and its branches, affiliates, and correspondents) (“BofA”), in its capacities as administrative agent and collateral agent for the Lenders (in such capacities and together with its successors and assigns, the “Administrative Agent”) and as an Issuing Bank and the Swingline Lender.
FORM OF DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • September 27th, 2021 • iFit Health & Fitness Inc • Sporting & athletic goods, nec • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 2021, between iFIT Health & Fitness Inc, a Delaware corporation (the “Company”), and (“Indemnitee”). Capitalized terms not defined elsewhere in this Agreement are used as defined in Section 13.
ICON Health & Fitness, Inc. NONQUALIFIED STOCK OPTION AWARD AGREEMENTAward Agreement • August 31st, 2021 • iFit Health & Fitness Inc • Sporting & athletic goods, nec • Delaware
THIS AGREEMENT (this “Award Agreement”) is made effective as of April __, 2014, (the “Date of Grant”), by and between ICON Health & Fitness, Inc., a Delaware corporation (the “Company”), and (the “Participant”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the ICON Health & Fitness, Inc. 2014 Stock Option Plan (the “Plan”).
AGREEMENTAgreement • September 27th, 2021 • iFit Health & Fitness Inc • Sporting & athletic goods, nec
WHEREAS, the parties are party to a Second amended and Restated Employment Agreement entered into as of July 1, 2008 (“EMPLOYMENT AGREEMENT”).
iFit Health & Fitness Inc Stock Option Award AgreementStock Option Award Agreement • September 27th, 2021 • iFit Health & Fitness Inc • Sporting & athletic goods, nec • Delaware
This Stock Option Award Agreement (this “Agreement”) is made by and between iFit Health & Fitness Inc, a Delaware corporation (the “Company”), and (the “Participant”), effective as of (the “Date of Grant”).
RESTRICTED PROPERTY AWARD AGREEMENTRestricted Property Award Agreement • September 27th, 2021 • iFit Health & Fitness Inc • Sporting & athletic goods, nec • Delaware
This RESTRICTED PROPERTY AWARD AGREEMENT (this “Agreement”) is dated as of [Date] (the “Effective Date”), by and among Scott Watterson (“Executive”), and IFIT HEALTH & FITNESS INC (the “Issuer”). Capitalized terms used in this Agreement but not defined in the body hereof have the meanings assigned to them in the IFIT HEALTH & FITNESS INC. 7.0% Notes, Due [DATE], 2027 attached hereto (the “Convertible Note”).
IFIT HEALTH & FITNESS INC REGISTRATION RIGHTS AGREEMENT Dated as of [•], 2021Registration Rights Agreement • September 27th, 2021 • iFit Health & Fitness Inc • Sporting & athletic goods, nec • New York
This Registration Rights Agreement (the “Agreement”) is entered into on [•], 2021 and effective upon the Initial Public Offering (as defined below), by and among:
OMNIBUS INVESTOR AGREEMENTOmnibus Investor Agreement • September 27th, 2021 • iFit Health & Fitness Inc • Sporting & athletic goods, nec • Delaware
This Omnibus Investor Agreement (this “Agreement”) is made and entered into on and as of September 27, 2021 (the “Effective Date”), by and among LC9 Connected Holdings, LP, a Delaware limited partnership, (“L Catterton”), Icon Preferred Holdings, L.P. (“Pamplona” and together with L Catterton, the “Institutional Investors”), Scott R. Watterson, an individual residing in River Heights, UT (“Watterson”), SW ICON LLC, a Delaware limited liability company (together with Watterson, “SW”), Gary E. Stevenson, an individual residing in Bountiful, UT (“Stevenson”), GS ICON LLC, a Delaware limited liability company (together with Stevenson, “GS”), Robert C. Gay, an individual residing in Wellington, FL (“Robert Gay”), BG ICON LLC, a Nevada limited liability company, BG ICON II LLC, a Delaware limited liability company (together with Robert Gay, “BG”), Wen-Chung Ko, an individual residing in Yaoyuan Hsien, Taiwan (“Ko” and together with SW, GS, BG and the Institutional Investors, the “Investors”)
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT entered as of the 1st day of July, 2008.Employment Agreement • September 27th, 2021 • iFit Health & Fitness Inc • Sporting & athletic goods, nec • Utah
