EUROPEAN WAX CENTER, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 13th, 2021 • European Wax Center, Inc. • Services-personal services • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [●], 2021 among European Wax Center, Inc., a Delaware corporation (the “Company”), the General Atlantic Holders (as defined herein), EWC Holdings, Inc., a Delaware 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.
INDEMNIFICATION AGREEMENT by and between EUROPEAN WAX CENTER, INC. and as IndemniteeIndemnification Agreement • July 13th, 2021 • European Wax Center, Inc. • Services-personal services • Delaware
Indemnification Agreement, dated effective as of [_________] (this “Agreement”), by and between European Wax Center, Inc., a Delaware corporation (the “Company”), and [____________] (“Indemnitee”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in Article 1.
CREDIT AGREEMENT dated as of September 25, 2018 among EW Intermediate Holdco, LLC, as Initial Holdings, EW Holdco, LLC, as Borrower, The Lenders Party Hereto, SUNTRUST BANK, as Administrative Agent, Collateral Agent, Swingline Lender and Issuing Bank,...Credit Agreement • July 13th, 2021 • European Wax Center, Inc. • Services-personal services • Delaware
CREDIT AGREEMENT dated as of September 25, 2018 (this “Agreement”), among EW Intermediate Holdco, LLC, a Delaware limited liability company (together with its successors and assigns, “Initial Holdings”), EW Holdco, LLC, a Delaware limited liability company (together with its successors and assigns, the “Borrower”), the LENDERS party hereto and SUNTRUST BANK, as Administrative Agent and as Collateral Agent.
AMENDMENT NO. 3 TO CREDIT AGREEMENT Dated as of May 7, 2020 among EW INTERMEDIATE HOLDCO, LLC, as Initial Holdings, EW HOLDCO, LLC, as Borrower, THE LENDERS PARTY HERETO and TRUIST BANK, as successor by merger to SunTrust Bank, as Administrative Agent...Credit Agreement • July 13th, 2021 • European Wax Center, Inc. • Services-personal services • Delaware
CREDIT AGREEMENT dated as of September 25, 2018 (as amended by that certain Incremental Assumption and Amendment No. 1 on April 29, 2019 and as further amended by , that certain Incremental Assumption and Amendment No. 2 on January 2, 2020, and as further amended by Amendment No. 3 on May 7, 2020 this “Agreement”), among EW Intermediate Holdco, LLC, a Delaware limited liability company (together with its successors and assigns, “Initial Holdings”), EW Holdco, LLC, a Delaware limited liability company (together with its successors and assigns, the “Borrower”), the LENDERS party hereto and TRUIST BANK, as successor by merger to SunTrust Bank, as Administrative Agent and as Collateral Agent.
INCREMENTAL ASSUMPTION AND AMENDMENT NO. 1 Dated as of April 29, 2019 among EW INTERMEDIATE HOLDCO, LLC, as Initial Holdings, EW HOLDCO, LLC, as Borrower, THE LENDERS PARTY HERETO and SUNTRUST BANK as Administrative Agent SUNTRUST ROBINSON HUMPHREY,...Credit Agreement • July 13th, 2021 • European Wax Center, Inc. • Services-personal services • New York
CREDIT AGREEMENT dated as of September 25, 2018 (as amended by Incremental Assumption and Amendment No. 1 on April 29, 2019, this “Agreement”), among EW Intermediate Holdco, LLC, a Delaware limited liability company (together with its successors and assigns, “Initial Holdings”), EW Holdco, LLC, a Delaware limited liability company (together with its successors and assigns, the “Borrower”), the LENDERS party hereto and SUNTRUST BANK, as Administrative Agent and as Collateral Agent.
TAX RECEIVABLE AGREEMENT between EUROPEAN WAX CENTER, INC. and THE PERSONS NAMED HEREIN Dated as of [ ], 2021Tax Receivable Agreement • July 13th, 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 • July 13th, 2021 • European Wax Center, Inc. • Services-personal services • Delaware
PURCHASE AGREEMENT, dated [●], 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”).
STOCKHOLDERS’ AGREEMENT by and among EUROPEAN WAX CENTER, INC. AND THE STOCKHOLDERS NAMED HEREIN Dated as of [______]Stockholders’ Agreement • July 13th, 2021 • European Wax Center, Inc. • Services-personal services • Delaware
PURCHASE AGREEMENTPurchase Agreement • July 13th, 2021 • European Wax Center, Inc. • Services-personal services • Delaware
PURCHASE AGREEMENT, dated [●], 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”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 13th, 2021 • European Wax Center, Inc. • Services-personal services • Delaware
THIS EMPLOYMENT AGREEMENT (the “Agreement”), dated as of November 4, 2020 (the “Effective Date”), is made and entered into by and between EWC Ventures, LLC, a Delaware limited liability company (the “Company”), and Jennifer Vanderveldt (the “Executive”).
FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF EWC VENTURES, LLC (a Delaware limited liability company)Limited Liability Company Agreement • July 13th, 2021 • European Wax Center, Inc. • Services-personal services • Delaware
This FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated as of [●], (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 MERGERAgreement and Plan of Merger • July 13th, 2021 • European Wax Center, Inc. • Services-personal services • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of [_________], 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 • July 13th, 2021 • European Wax Center, Inc. • Services-personal services • Delaware
EXCHANGE AGREEMENT (this “Agreement”), dated as of [________], 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”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 13th, 2021 • European Wax Center, Inc. • Services-personal services • Delaware
THIS EMPLOYMENT AGREEMENT (the “Agreement”), dated as of September 25, 2018 (the “Effective Date”), is made and entered into by and between EWC Ventures, LLC, a Delaware limited liability company (the “Company”), and David Berg (the “Executive”).
CLASS B COMMON STOCK SUBSCRIPTION AGREEMENTCommon Stock Subscription Agreement • July 13th, 2021 • European Wax Center, Inc. • Services-personal services • Delaware
This Class B COMMON STOCK SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into as of [____], 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”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 13th, 2021 • European Wax Center, Inc. • Services-personal services • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of [_________], 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”).
REORGANIZATION AGREEMENT Dated as of [_________], 2021Reorganization Agreement • July 13th, 2021 • European Wax Center, Inc. • Services-personal services • Delaware
REORGANIZATION AGREEMENT (this “Agreement”), dated as of [________], 2021, by and among European Wax Center, Inc., a Delaware corporation (“Pubco”), EWC Merger Sub 1, Inc., a Delaware corporation (“Merger Sub 1”), EWC Merger Sub 2, Inc., a Delaware corporation (“Merger Sub 2”), EWC Ventures, LLC, a Delaware limited liability company (the “Company”), EWC Management Holdco, LLC, a Delaware limited liability company (“Management Holdco”), EWC Holdings, Inc., a Florida corporation (“EWC Holdings”), the GA Parties (as defined below), and the individuals designated as the “Other Members” on the signature pages hereto.
