Shares MISTER CAR WASH, INC. Common stock, par value $0.01 per share UNDERWRITING AGREEMENTUnderwriting Agreement • June 17th, 2021 • Mister Car Wash, Inc. • Services-automotive repair, services & parking • New York
INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification & Liability • June 17th, 2021 • Mister Car Wash, Inc. • Services-automotive repair, services & parking • Delaware
This Indemnification and Advancement Agreement (this “Agreement”) is made as of ________ __, 20__ by and between Mister Car Wash, 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.
SECOND LIEN CREDIT AGREEMENT dated as of May 14, 2019 by and among MISTER CAR WASH HOLDINGS, INC., as Borrower HOTSHINE INTERMEDIATECO, INC., as Holdings WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent and THE...Second Lien Credit Agreement • June 2nd, 2021 • Mister Car Wash, Inc. • Services-automotive repair, services & parking • New York
This SECOND LIEN CREDIT AGREEMENT is entered into as of May 14, 2019, by and among MISTER CAR WASH HOLDINGS, INC., a Delaware corporation (the “Borrower”), HOTSHINE INTERMEDIATECO, INC., a Delaware corporation (“Holdings”), WILMINGTON TRUST, NATIONAL ASSOCIATION (“Wilmington”), as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) under the Loan Documents, and each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”).
•] Shares MISTER CAR WASH, INC. Common stock, par value $0.01 per share UNDERWRITING AGREEMENTUnderwriting Agreement • July 27th, 2021 • Mister Car Wash, Inc. • Services-automotive repair, services & parking • New York
The undersigned understands that [•] (the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Mister Car Wash, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including the Representatives (the “Underwriters”), of shares (the “Shares”) of common stock, par value $0.01 per share, of the Company (the “Common Stock”).
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT BY AND AMONG MISTER CAR WASH, INC. AND THE INITIAL STOCKHOLDERS JUNE 29, 2021Stockholders Agreement • July 2nd, 2021 • Mister Car Wash, Inc. • Services-automotive repair, services & parking • Delaware
This Amended and Restated Stockholders Agreement (this “Agreement”) is entered into as of June 29, 2021 by and among (a) Mister Car Wash, Inc., a Delaware corporation (the “Company”), (b) Green Equity Investors VI, L.P., Green Equity Investors Side VI, L.P., LGP Associates VI-A LLC and LGP Associates VI-B LLC (collectively, “LGP”), (c) Crescent Mezzanine Partners VI, L.P, Crescent Mezzanine Partners VIB, L.P., Crescent Mezzanine Partners VIC, L.P., (collectively, “Crescent”), (d) Penfund Capital Fund IV Limited Partnership (“Penfund”) and (e) each of the individual stockholders who are set forth on the signature pages hereto (each individually, a “Management Stockholder,” collectively, the “Management Stockholders”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 25th, 2022 • Mister Car Wash, Inc. • Services-automotive repair, services & parking
This Executive Employment Agreement (this “Agreement”) is executed as of June 29, 2021, by and between John Lai (“Executive”) and Mister Car Wash, Inc., a Delaware corporation (“MCW” and, together with any of its parent and subsidiary entities as may employ Executive from time to time, and any successor(s) thereto, the “Company”). This Agreement shall be effective as of the date of closing of the initial public offering of MCW (or such other date mutually agreed in writing between the parties) (such date, the “Effective Date”).
NON-QUALIFIED STOCK OPTION AGREEMENT OF HOTSHINE HOLDINGS, INC.Non-Qualified Stock Option Agreement • June 2nd, 2021 • Mister Car Wash, Inc. • Services-automotive repair, services & parking • Delaware
THIS AGREEMENT (the “Agreement”) is entered into as of [____] (the “Grant Date”) by and between Hotshine Holdings, Inc., a Delaware corporation (the “Company”), and [___], an employee, consultant or director of the Company or one of its Subsidiaries (hereinafter referred to as the “Optionee”).
TRANSITION AND SEVERANCE AGREEMENTTransition and Severance Agreement • June 28th, 2024 • Mister Car Wash, Inc. • Services-automotive repair, services & parking
This Transition and Severance Agreement (this “Agreement”) is by and between MAYRA CHIMIENTI (“Executive”) and MISTER CAR WASH, INC. (“MCW” or the “Company”) and is entered into as of June 21, 2024 (the “Effective Date”). Executive and the Company will be collectively referred to as the “Parties.” The terms and conditions of Exhibit A, which is considered a material part of this Agreement, are explicitly included and incorporated by reference.
AMENDMENT NO. 6 TO AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • December 3rd, 2024 • Mister Car Wash, Inc. • Services-automotive repair, services & parking • New York
This AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT is entered into as of May 14, 2019, by and among MISTER CAR WASH HOLDINGS, INC., a Delaware corporation (the “Borrower”), HOTSHINE INTERMEDIATECO, INC., a Delaware corporation (“Holdings”), BANK OF AMERICA, N.A. (“BofA”), as successor to JEFFERIES FINANCE LLC (“Jefferies Finance”), as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) under the Loan Documents, each Issuing Bank from time to time party hereto and each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”).
TRANSITION AGREEMENTTransition Agreement • June 24th, 2022 • Mister Car Wash, Inc. • Services-automotive repair, services & parking
This Transition Agreement (this “Agreement”) is by and between LISA FUNK (“Executive”) and MISTER CAR WASH, INC. (“MCW” or the “Company”), and is entered into as of June 21, 2022 (the “Effective Date”). Executive and the Company will be collectively referred to as the “Parties.”
CAR WASH PARTNERS, INC. EMPLOYMENT AGREEMENT JOHN L. LAIEmployment Agreement • June 17th, 2021 • Mister Car Wash, Inc. • Services-automotive repair, services & parking • Delaware
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into on [March 4th, 2014] (“Effective Date”) by and between CAR WASH PARTNERS, INC., a Delaware corporation (the “Company”), and JOHN L. LAI, a resident of Arizona (“Employee”).
EQUITY Purchase AGREEMENT BY AND AMONG SUNSHINE ACQUISITION SUB CORP., CLEAN STREAK VENTURES, LLC, MDKMH PARTNERS, INC., Clean Streak Ventures Intermediate Holdco, LLC, MKH Capital Partners Offshore Fund I, LP, sellerS’ REPRESENTATIVE NAMED HEREIN AND...Equity Purchase Agreement • May 13th, 2022 • Mister Car Wash, Inc. • Services-automotive repair, services & parking • Delaware
THIS EQUITY PURCHASE AGREEMENT (this “Agreement”), dated as of December 8, 2021, by and among Sunshine Acquisition Sub Corp., a Delaware corporation (“Buyer”), Clean Streak Ventures, LLC, a Delaware limited liability company (the “Company”), MDKMH Partners, Inc., a Delaware corporation (“CSV Blocker” and together with the Company, the “Acquired Targets”), Clean Streak Ventures Intermediate Holdco, LLC, a Delaware limited liability company (the “CSV Seller”), MKH Capital Partners Offshore Fund I, LP, a Delaware limited partnership (the “CSV Blocker Seller” and together with the CSV Seller, each a “Seller” and together the “Sellers”), Clean Streak Ventures Holdco, LLC, a Delaware limited liability company, as the representative of the Sellers (“Sellers’ Representative”) and solely for purposes of Section 11.18, Car Wash Partners, Inc., a Delaware corporation (“Guarantor”):
AMENDMENT NO. 1 TO AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • June 2nd, 2021 • Mister Car Wash, Inc. • Services-automotive repair, services & parking • New York
This AMENDMENT NO. 1 to the Amended and Restated First Lien Credit Agreement, dated as of February 5, 2020 (this “Amendment”), is entered into among MISTER CAR WASH HOLDINGS, INC., a Delaware corporation (the “Borrower”), HOTSHINE INTERMEDIATECO, INC., a Delaware corporation (“Holdings”), the Guarantors listed on the signature pages hereto, JEFFERIES FINANCE LLC, as the initial New Lender (as defined below) and JEFFERIES FINANCE LLC, as administrative agent (in such capacity and including any successors in such capacity, the “Administrative Agent”), and amends the Amended and Restated First Lien Credit Agreement, dated as of May 14, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Original Credit Agreement,” as amended by this Amendment, the “Amended Credit Agreement”), entered into among the Borrower, Holdings, the institutions from time to time party thereto as Lenders (the “Lenders”) and Jefferies Finance LLC, as Administra
AMENDMENT NO. 5 TO AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • April 1st, 2024 • Mister Car Wash, Inc. • Services-automotive repair, services & parking
This AMENDMENT NO. 5 TO AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT, dated as of March 27, 2024 (this “Fifth Amendment”), is entered into among MISTER CAR WASH HOLDINGS, INC., a Delaware corporation (the “Borrower”), HOTSHINE INTERMEDIATECO, INC., a Delaware corporation (“Holdings”), the other Guarantors party hereto, JEFFERIES FINANCE LLC, as resigning administrative agent and collateral agent (in such capacity, the “Resigning Agent”), BANK OF AMERICA, N.A. (“BofA”), as the successor administrative agent (in such capacity, together with its successors and permitted assigns in such capacity, the “Successor Administrative Agent” or “Administrative Agent”) and collateral agent (in such capacity, together with its successors and permitted assigns in such capacity, the “Successor Collateral Agent” or “Collateral Agent”) under the Credit Agreement referred to below, the 2024 Lenders (as defined below), and the other parties party hereto. Unless otherwise indicated, all capitalized term
AMENDMENT NO. 2 TO AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • June 17th, 2021 • Mister Car Wash, Inc. • Services-automotive repair, services & parking • New York
This AMENDMENT NO. 2 TO AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT, dated as of June 4, 2021 (this “Second Amendment”), is entered into among MISTER CAR WASH HOLDINGS, INC., a Delaware corporation (the “Borrower”), HOTSHINE INTERMEDIATECO, INC., a Delaware corporation (“Holdings”), the other Guarantors party hereto, JEFFERIES FINANCE LLC (“Jefferies”), as administrative agent (in such capacity, together with its successors and permitted assigns in such capacity, the “Administrative Agent”) and collateral agent (in such capacity, together with its successors and permitted assigns in such capacity, the “Collateral Agent”) under the Credit Agreement referred to below, the 2021 Incremental Revolving Lenders (as defined below), the 2021 Refinancing Revolving Lenders (as defined below) and the other parties party hereto. Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement
AMENDMENT NO. 3 TO AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • March 25th, 2022 • Mister Car Wash, Inc. • Services-automotive repair, services & parking • New York
This AMENDMENT NO. 3 TO AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT, dated as of December 8, 2021 (this “Third Amendment”), is entered into among MISTER CAR WASH HOLDINGS, INC., a Delaware corporation (the “Borrower”), HOTSHINE INTERMEDIATECO, INC., a Delaware corporation (“Holdings”), the other Guarantors party hereto, JEFFERIES FINANCE LLC (“Jefferies”), as administrative agent (in such capacity, together with its successors and permitted assigns in such capacity, the “Administrative Agent”) and collateral agent (in such capacity, together with its successors and permitted assigns in such capacity, the “Collateral Agent”) under the Credit Agreement referred to below, the 2021 Incremental Term Lenders (as defined below), and the other parties party hereto. Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement referred to below.
HOTSHINE HOLDINGS, INC. NON-QUALIFIED ROLLOVER STOCK OPTION AGREEMENTNon-Qualified Rollover Stock Option Agreement • June 25th, 2021 • Mister Car Wash, Inc. • Services-automotive repair, services & parking • Delaware
THIS NON-QUALIFIED ROLLOVER STOCK OPTION AGREEMENT (this “Agreement”) is entered into as of August 21, 2014, by and between Hotshine Holdings, Inc., a Delaware corporation (the “Company”), and ________________ (“Optionee”).
FIRST AMENDMENT TO SECOND LIEN CREDIT AGREEMENTSecond Lien Credit Agreement • June 2nd, 2021 • Mister Car Wash, Inc. • Services-automotive repair, services & parking • New York
FIRST AMENDMENT TO SECOND LIEN CREDIT AGREEMENT (this “First Amendment”), dated as of March 31, 2020, by and among MISTER CAR WASH HOLDINGS, INC., a Delaware corporation (the “Borrower”), HOTSHINE INTERMEDIATECO, INC., a Delaware corporation (“Holdings”), the Subsidiaries of the Borrower party hereto, as Subsidiary Guarantors, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, together with any successor in such capacity, the “Administrative Agent”) and as Collateral Agent (in such capacity, together with any successor in such capacity, the “Collateral Agent”), the undersigned lenders party to that certain Second Lien Credit Agreement, dated as of May 14, 2019 (as amended from time to time, the “Second Lien Credit Agreement”), by and among Holdings, the Borrower, the Agents, the lenders party thereto from time to time (the “Second Lien Lenders” and, the undersigned Second Lien Lenders, together with their respective successors and permitted assigns, the
