SECOND AMENDED AND RESTATED WARRANT TO PURCHASE STOCKWarrant Agreement • April 8th, 2024 • Beachbody Company, Inc. • Retail-nonstore retailers • New York
THIS SECOND AMENDED AND RESTATED WARRANT TO PURCHASE STOCK (“WARRANT”) CERTIFIES THAT, for good and valuable consideration, [●] (together with any successor or permitted assignee or transferee of this Warrant or of any shares issued upon exercise hereof, “Holder”) is entitled to purchase up to the number set forth above, of fully paid and non-assessable shares (subject to adjustment as provided herein, the “Shares”) of Class A Common Stock (“Class A Common Stock”) of The Beachbody Company, Inc., a Delaware corporation (the “Company”) at a purchase price per share of $9.16 (“Warrant Price”), all as set forth above and as adjusted pursuant to Section 2 of this Warrant, subject to the provisions and upon the terms and conditions set forth in this Warrant. This Warrant amends and restates in its entirety that certain Amended and Restated Warrant to Purchase Stock, dated as of the Amended and Restated Date (the “Existing Warrant”) and is effective as of the Original Issue Date. Upon the eff
AMENDMENT NO. 5 TO Financing AGREEMENTFinancing Agreement • April 8th, 2024 • Beachbody Company, Inc. • Retail-nonstore retailers
This AMENDMENT NO. 5 TO FINANCING AGREEMENT (this “Agreement”) dated as of April 5, 2024 (the “Amendment No. 5 Effective Date”), is made by and among Beachbody, LLC, a Delaware limited liability company (the “Borrower”), the lenders party hereto (each a “Lender” and collectively, the “Lenders”), Blue Torch Finance, LLC, a Delaware limited liability company (“Blue Torch”), as collateral agent for the Lenders (in such capacity, together with its permitted successors and assigns in such capacity, the “Collateral Agent”) and Blue Torch, as administrative agent for the Lenders (in such capacity, together with its permitted successors and assigns in such capacity, the “Administrative Agent” and together with the Collateral Agent, each an “Agent” and collectively, the “Agents”).
