EUROPEAN WAX CENTER, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 14th, 2021 • European Wax Center, Inc. • Services-personal services • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of August 4, 2021 among European Wax Center, Inc., a Delaware corporation (the “Company”), the General Atlantic Holders (as defined herein), EWC Holdings, Inc., a Florida corporation (“EWC Holdings”), and each other Person listed on the signature pages hereto under the caption “Other Holders” or who executes a Joinder as an “Other Holder” (collectively, the “Other Holders”). Except as otherwise specified herein, all capitalized terms used in this Agreement are defined in Exhibit A attached hereto.
TAX RECEIVABLE AGREEMENT between EUROPEAN WAX CENTER, INC. and THE PERSONS NAMED HEREIN Dated as of [ ], 2021Tax Receivable Agreement • September 14th, 2021 • European Wax Center, Inc. • Services-personal services • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), is dated as of [ ], 2021, and is between European Wax Center, Inc., a Delaware corporation (including any successor corporation, “PubCo”), each of the undersigned parties, and each of the other persons from time to time that become a party hereto (each, excluding PubCo, a “TRA Party” and together the “TRA Parties”).
PURCHASE AGREEMENTPurchase Agreement • September 14th, 2021 • European Wax Center, Inc. • Services-personal services • Delaware
PURCHASE AGREEMENT, dated August 4, 2021 (this “Agreement”), by and among the sellers listed on Schedule I hereto, as sellers (collectively, the “Sellers” and each, a “Seller”), and EWC Ventures, LLC, a Delaware limited liability company, as purchaser (the “Purchaser”).
STOCKHOLDERS’ AGREEMENT by and among EUROPEAN WAX CENTER, INC. AND THE STOCKHOLDERS NAMED HEREIN Dated as of August 4, 2021Stockholders' Agreement • September 14th, 2021 • European Wax Center, Inc. • Services-personal services • Delaware
PURCHASE AGREEMENTPurchase Agreement • September 14th, 2021 • European Wax Center, Inc. • Services-personal services • Delaware
PURCHASE AGREEMENT, dated August 4, 2021 (this “Agreement”), by and among the sellers listed on Schedule I hereto, as sellers (collectively, the “Sellers” and each, a “Seller”), and European Wax Center, Inc., a Delaware corporation, as purchaser (the “Purchaser”).
FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF EWC VENTURES, LLC (a Delaware limited liability company)Limited Liability Company Agreement • September 14th, 2021 • European Wax Center, Inc. • Services-personal services • Delaware
This FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated as of August 4, 2021 (this “Agreement”), OF EWC VENTURES, LLC (the “Company”) by and among the Company and the Persons recorded as Members on the Register of Members of the Company, amends and restates the Fourth Amended and Restated Limited Liability Company Agreement of the Company, dated as of June 15, 2020 and effective as of May 7, 2020 (the “Prior Agreement”). Certain defined terms as used herein shall have the meanings set forth in Article 11.
AGREEMENT AND PLAN OF MERGERMerger Agreement • September 14th, 2021 • European Wax Center, Inc. • Services-personal services • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of August 4, 2021, by and among GAPCO AIV Blocker (EW), LLC, a Delaware limited liability company (“GAPCO Blocker”), EWC Merger Sub 2, Inc., a Delaware corporation (“Merger Sub” and, together with GAPCO Blocker, the “Constituent Entities”), European Wax Center, Inc., a Delaware corporation (“Pubco”), and GAPCO AIV Interholdco (EW), L.P., a Delaware limited partnership ( “GAPCO Holder”).
EXCHANGE AGREEMENTExchange Agreement • September 14th, 2021 • European Wax Center, Inc. • Services-personal services • Delaware
EXCHANGE AGREEMENT (this “Agreement”), dated as of August 4, 2021, by and among EWC Ventures LLC, a Delaware limited liability company (the “Company”), European Wax Center, Inc., a Delaware corporation (“Pubco”), and the holders of Common Units (as defined below) and shares of Class B Common Stock (as defined below) from time to time party hereto (each, a “Holder”).
CLASS B COMMON STOCK SUBSCRIPTION AGREEMENTClass B Common Stock Subscription Agreement • September 14th, 2021 • European Wax Center, Inc. • Services-personal services • Delaware
This Class B COMMON STOCK SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into as of August 4, 2021, by and between European Wax Center, Inc., a Delaware corporation (the “Company”), and the subscribers listed as “Subscribers” on the signature pages hereto, as subscribers (collectively, the “Subscribers” and each, a “Subscriber”).
REORGANIZATION AGREEMENT Dated as of August 4, 2021Reorganization Agreement • September 14th, 2021 • European Wax Center, Inc. • Services-personal services • Delaware
AGREEMENT AND PLAN OF MERGERMerger Agreement • September 14th, 2021 • European Wax Center, Inc. • Services-personal services • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of August 4, 2021, by and among General Atlantic AIV (EW) Blocker, LLC, a Delaware limited liability company (“GA Blocker”), EWC Merger Sub 1, Inc., a Delaware corporation (“Merger Sub” and, together with GA Blocker, the “Constituent Entities”), European Wax Center, Inc., a Delaware corporation (“Pubco”), and GA AIV-1 B Interholdco (EW), L.P., a Delaware limited partnership (“GA Holder”).
