CREDIT AGREEMENT dated as of September 18, 2019 among F45 TRAINING HOLDINGS INC., The other Loan Parties party hereto, The Lenders party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent and as Australian Security TrusteeCredit Agreement • November 15th, 2019 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies • New York
CREDIT AGREEMENT dated as of September 18, 2019 (as it may be amended or modified from time to time, this “Agreement”), among F45 TRAINING HOLDINGS INC., a Delaware corporation (the “Borrower”), the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Australian Security Trustee.
BY EMAIL ELLIOT CAPNER DATE September 9, 2019 Dear Elliot,By Email • November 15th, 2019 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies
We are pleased to offer you employment with F45 Training Incorporated (Company) on the terms and conditions set forth in this letter agreement (Agreement), with an expected start date of 1 September, 2019. This offer of employment is contingent on your satisfactory completion of the contingencies set forth in this Agreement, and you should not take any significant steps, such as relocating or quitting your current job, until we notify you that all contingencies have been satisfied.
GUARANTY dated as of MARCH 15, 2019 by and among F45 TRAINING HOLDINGS INC. AND THE SELLERS THAT ARE SIGNATORIES HERETOShare Purchase Agreement • November 15th, 2019 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies • New York
This Guaranty (this “Guaranty”), dated as of March 15, 2019, is among F45 Training Holdings Inc., a Delaware corporation (the “Guarantor”), Mr. Adam James Gilchrist, an individual (“Gilchrist”), Mr. Robert Benjamin Deutsch, an individual (“Deutsch”) and 2M Properties Pty Ltd (ACN 109 057 383), a proprietary company limited by shares organized and existing under the laws of Australia (“Trustee”), as trustee for The 2M Trust (the “2M Trust” and, together with Gilchrist and Deutsch, collectively the “Sellers”).
PROMOTIONAL AGREEMENTPromotional Agreement • November 15th, 2019 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies • California
THIS PROMOTIONAL AGREEMENT (“Agreement”) is entered into this 15th day of March, 2019 (the “Effective Date”) by and between F45 Training Holdings Inc., a Delaware corporation (“Company”) and Mark Wahlberg (“Provider”). Company and Provider are referred to herein collectively as the “Parties” and each as a “Party.”
SHARE PURCHASE AGREEMENT BY AND AMONG F45 TRAINING HOLDINGS INC., FLYHALF ACQUISITION COMPANY PTY LTD, MWIG LLC, F45 AUS HOLD CO PTY LTD, AND SELLERS MARCH 15, 2019Share Purchase Agreement • November 15th, 2019 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies • Delaware
This Share Purchase Agreement (this “Agreement”) is made as of March 15, 2019 (the “Effective Date”), 2019, by and among F45 Training Holdings Inc., a Delaware corporation (the “Issuer”), Flyhalf Acquisition Company Pty Ltd (ACN 632 252 110) (“Acquisition Vehicle”), MWIG LLC, a Delaware limited liability company (the “Investor”), Mr. Adam James Gilchrist, an individual (“Gilchrist”), Mr. Robert Benjamin Deutsch, an individual (“Deutsch”) and 2M Properties Pty Ltd (ACN 109 057 383), a proprietary company limited by shares organized and existing under the laws of Australia, (“Trustee”) as trustee for The 2M Trust, (the “2M Trust” and, together with Gilchrist and Deutsch, collectively the “Sellers”), and F45 Aus Hold Co Pty Ltd (ACN 620 135 426), a proprietary company limited by shares organized and existing under the laws of Australia (the “Company”). Capitalized terms that are used in this Agreement and not otherwise defined herein will have the respective meanings ascribed to such term
FIRST AMENDMENT TO STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • November 15th, 2019 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies
This FIRST AMENDMENT TO STOCKHOLDERS’ AGREEMENT (the “Amendment”) is made and entered into as of May 6, 2019, by and among F45 Training Holdings Inc., a Delaware corporation (the “Company”), MWIG LLC, a Delaware limited liability company (the “Investor”), Mr. Adam James Gilchrist, an individual (“Gilchrist”), Mr. Robert Benjamin Deutsch, an individual (“Deutsch”) and 2M Properties Pty Ltd (ACN 109 057 383), a proprietary company limited by shares organized and existing under the laws of Australia, as trustee for The 2M Trust (together with Gilchrist and Deutsch, collectively, the “Founders”) (the Founders, together with the Investor and the Company, collectively, the “Parties”). Capitalized terms used in this Amendment and not otherwise defined herein have the meanings given in the Agreement (as defined below).
F45 TRAINING HOLDINGS INC. 2019 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENTStock Option Agreement • November 15th, 2019 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies • Delaware
Unless otherwise defined herein, the terms defined in the F45 Training Holdings Inc. 2019 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”).
F45 TRAINING HOLDINGS INC. STOCKHOLDERS’ AGREEMENT MARCH 15, 2019Stockholders’ Agreement • November 15th, 2019 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies
This Stockholders’ Agreement (the “Agreement”) is made as of March 15, 2019 by and among F45 Training Holdings Inc., a Delaware corporation (the “Company”), MWIG LLC, a Delaware limited liability company (the “Investor”), Mr. Adam James Gilchrist, an individual (“Gilchrist”), Mr. Robert Benjamin Deutsch, an individual (“Deutsch”) and 2M Properties Pty Ltd (ACN 109 057 383), a proprietary company limited by shares organized and existing under the laws of Australia, as trustee for The 2M Trust (the “2M Trust” and, together with Gilchrist and Deutsch, collectively, the “Founders”) (the Founders, together with the Investor and any subsequent stockholders or option holders, or any transferees, who become parties hereto, collectively, the “Stockholders”).
