EMPLOYMENT AGREEMENTEmployment Agreement • July 15th, 2004 • Equinox Group Inc • Non-operating establishments • New York
This EMPLOYMENT AGREEMENT is entered into as of this 15th day of December, 2000, by and between Equinox Holdings, Inc., a Delaware corporation (the “Company”) and Harvey Spevak (“Executive”).
EQUINOX HOLDINGS, INC. STOCKHOLDERS AGREEMENT Dated as of December 15, 2000Stockholders Agreement • July 15th, 2004 • Equinox Group Inc • Non-operating establishments • New York
STOCKHOLDERS AGREEMENT, dated as of December 15, 2000, among Equinox Holdings, Inc., a Delaware corporation (the “Company”), NCP-EH, L.P., a Delaware limited partnership (“NCP-EH”), NCP Co-Investment Fund, L.P., a Delaware limited partnership (the “Co-Investment Fund”, and together with NCP-EH, the “Purchaser”); each of the stockholders listed on Schedule I hereto (each, a “Rollover Stockholder” and collectively, the “Rollover Stockholders”); each of the rollover optionholders listed on Schedule II hereto (each, a “Rollover Optionholder” and collectively, the “Rollover Optionholders”); Albion Alliance Mezzanine Fund, L.P., a Delaware limited partnership (“Albion I”), Albion Alliance Mezzanine Fund II, L.P., a Delaware limited partnership (“Albion II”), Deutsche Bank Securities Inc. (“DB”), Exeter Capital Partners IV, L.P. (“Exeter Capital”), Exeter Equity Partners, L.P. (“Exeter Equity”), Bill and Melinda Gates Foundation (“Gates”), Arrow Investment Partners (“Arrow”, and together with
EQUINOX HOLDINGS, INC. REGISTRATION RIGHTS AGREEMENT Dated as of December 15, 2000Registration Rights Agreement • July 15th, 2004 • Equinox Group Inc • Non-operating establishments • New York
REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of December 15, 2000, among Equinox Holdings, Inc., a Delaware corporation (the “Company”), NCP-EH, L.P., a Delaware limited partnership (“NCP”), NCP Co-Investment Fund, L.P., a Delaware limited partnership (the “NCP Co-Fund” and, together with NCP, “NCP-EH”), Albion Alliance Mezzanine Fund, L.P., a Delaware limited partnership (“Albion I”), Albion Alliance Mezzanine Fund II, L.P., a Delaware limited partnership (“Albion II”), Deutsche Bank Securities Inc. (“DB”), Exeter Capital Partners IV, L.P. (“Exeter Capital”), Exeter Equity Partners, L.P. (“Exeter Equity”), Bill and Melinda Gates Foundation (“Gates”), Arrow Investment Partners (“Arrow”) and together with DB, Exeter Capital, Exeter Equity, Gates, Arrow, Albion I and Albion II and each of their respective successors and permitted assigns, solely in their capacity of holders of Warrants or Warrant Shares, the “Sub-Debt Warrantholders”), and the individuals set forth on the si
ContractWarrant Agreement • July 15th, 2004 • Equinox Group Inc • Non-operating establishments • New York
THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM.
CONSULTING AGREEMENTConsulting Agreement • July 15th, 2004 • Equinox Group Inc • Non-operating establishments • New York
This CONSULTING AGREEMENT, dated as of December 15, 2000 (the “Agreement”), by and between Equinox Holdings, Inc., a Delaware corporation (the “Company”), North Castle Partners, L.L.C., a Delaware limited liability company (“North Castle”), and J.W. Childs Associates, L.P., a Delaware limited partnership (“JWC Associates”) and J.W. Childs Advisors II, L.P., a Delaware limited partnership (“JWC Advisors” and, together with JWC Associates, “Childs”).
MASTER SERVICES AGREEMENTMaster Services Agreement • July 15th, 2004 • Equinox Group Inc • Non-operating establishments • New York
This MASTER SERVICES AGREEMENT is entered into and effective as of this 22nd day of February, 2001, among Equinox Holdings, Inc., a Delaware corporation (“Holdings”), Eclipse Development Corporation, a Delaware corporation (“Development”) and Paul Boardman (“Executive” and, together with Development and Holdings, the “Parties” and, each individually, a “Party”).
AMENDED AND RESTATED STOCK PURCHASE AGREEMENT AND PLAN OF MERGER by and among THE SHAREHOLDERS LISTED ON ANNEX I HERETO, EQUINOX HOLDINGS, INC., NCP-EH RECAPITALIZATION CORP, and NCP-EH, L.P. dated as of October 16, 2000, as amended as of December 14,...Stock Purchase Agreement and Plan of Merger • July 15th, 2004 • Equinox Group Inc • Non-operating establishments
THIS AMENDED AND RESTATED STOCK PURCHASE AGREEMENT AND PLAN OF MERGER dated as of this day of December, 2000, with effect as of the 16th day of October, 2000, by and among the holders of shares of Common Stock listed on Annex I hereto (each a “Shareholder” and collectively, the “Shareholders”). Equinox Holdings, Inc., a Delaware corporation (the “Company”). NCP-EH Recapitalization Corp., a Delaware corporation (“MergerCo”), and NCP-EH, L.P., a Delaware limited partnership (the “Purchaser”).
