CREDIT AGREEMENT Dated as of May 15, 2015 among SOULCYCLE HOLDINGS, LLC, as Borrower, SOULCYCLE INTERMEDIATE HOLDINGS LLC, as Holdings, BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent, and THE OTHER LENDERS PARTY HERETO BANK OF...Credit Agreement • June 23rd, 2015 • SoulCycle Inc. • Services-membership sports & recreation clubs • New York
This CREDIT AGREEMENT (this “Agreement”) entered into as of May 15, 2015, among SoulCycle Holdings, LLC, a Delaware limited liability company (“SC LLC”), which, on the Closing Date or shortly thereafter, will be converted to SoulCycle Inc., a Delaware corporation (“SC Inc.”, and, together with SC LLC, the “Borrower”), SoulCycle Intermediate Holdings LLC, a Delaware limited liability company (“Holdings”), Bank of America, N.A. (“Bank of America”), 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”).
ContractOption Agreement • June 23rd, 2015 • SoulCycle Inc. • Services-membership sports & recreation clubs • Delaware
Option Agreement, dated as of April 6, 2015, by and between SoulCycle Holdings, LLC, a Delaware limited liability company, and Elizabeth Cutler, an individual.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTAmended And • June 23rd, 2015 • SoulCycle Inc. • Services-membership sports & recreation clubs • New York
This Amended and Restated Employment Agreement (this “Agreement”) is entered into as of the 6th day of April, 2015, by and between SoulCycle Holdings, LLC, a Delaware limited liability company (“SoulCycle Holdings”) on behalf of itself and its successor by conversion, SoulCycle Inc., a Delaware corporation (“SoulCycle Inc.”, which, together with SoulCycle Holdings, is referred to herein as the “Company”) and Julie J. Rice (“Employee”).
SECURITY AGREEMENT By SOULCYCLE HOLDINGS, LLC, as Borrower and THE PLEDGORS PARTY HERETO and BANK OF AMERICA, N.A., as Collateral Agent Dated as of May 15, 2015Security Agreement • June 23rd, 2015 • SoulCycle Inc. • Services-membership sports & recreation clubs • New York
This SECURITY AGREEMENT dated as of May 15, 2015 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made by SOULCYCLE HOLDINGS, LLC, a Delaware limited liability company (the “Borrower”), and the Guarantors from to time to time party hereto (the “Guarantors”), as pledgors, assignors and debtors (the Borrower, together with the Guarantors, in such capacities and together with any successors in such capacities, the “Pledgors,” and each, a “Pledgor”), in favor of BANK OF AMERICA, N.A., in its capacity as collateral agent pursuant to the Credit Agreement (as hereinafter defined), as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the “Collateral Agent”).
REDEMPTION AGREEMENTOption Agreement • June 23rd, 2015 • SoulCycle Inc. • Services-membership sports & recreation clubs • Delaware
Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for (1) any derivative action or proceeding brought on behalf of the Corporation, (2) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Stockholders, (3) any action asserting a claim arising pursuant to any provision of the DGCL, or (4) any action asserting a claim governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article X.
FIRST AMENDMENT OF LEASEFirst Amendment of Lease Agreement • June 23rd, 2015 • SoulCycle Inc. • Services-membership sports & recreation clubs
AGREEMENT (“Agreement”) dated as of the 15th day of December, 2014 between LF Greenwich LLC, a New York limited liability company, having an address at c/o Centaur Properties LLC, 580 Fifth Avenue, 32nd Floor, New York, New York 10036 (“Landlord”) and SoulCycle 609 Greenwich Street, LLC, a Delaware limited liability company, having an address at 609 Greenwich Avenue, New York, New York 10014 (“Tenant”).
LEASE Sept 11, 2012 between LF Greenwich LLC as Landlord and SoulCycle 609 Greenwich Street, LLC as Tenant Affecting a portion of premises commonly known as: 609 Greenwich Avenue New York, New YorkCommencement Date Agreement • June 23rd, 2015 • SoulCycle Inc. • Services-membership sports & recreation clubs • New York
AGREEMENT OF LEASE (the “Lease”), dated Sept. 11, 2012, between LF Greenwich LLC, a New York limited liability company, having an address at c/o Centaur Properties LLC, 609 Greenwich Street, New York, New York 10014 (“Landlord”), and SoulCycle 609 Greenwich Street, LLC, having an address at 103 Warren Street, New York, New York 10007, Attention: Elizabeth Cutler (“Tenant”).
