ContractOption Agreement • July 30th, 2015 • SoulCycle Inc. • Services-membership sports & recreation clubs • Delaware
Option Agreement, dated as of April 6, 2015, by and between SoulCycle Holdings, LLC, a Delaware limited liability company, and Elizabeth Cutler, an individual.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • July 30th, 2015 • SoulCycle Inc. • Services-membership sports & recreation clubs • New York
This Amended and Restated Employment Agreement (this “Agreement”) is entered into as of the 6th day of April, 2015, by and between SoulCycle Holdings, LLC, a Delaware limited liability company (“SoulCycle Holdings”) on behalf of itself and its successor by conversion, SoulCycle Inc., a Delaware corporation (“SoulCycle Inc.”, which, together with SoulCycle Holdings, is referred to herein as the “Company”) and Elizabeth P. Cutler (“Employee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 30th, 2015 • SoulCycle Inc. • Services-membership sports & recreation clubs • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of the 6th day of April, 2015, by and among SoulCycle Holdings, LLC, a Delaware limited liability company (“SCH”), that will convert into a Delaware corporation pursuant to the Redemption Agreement (as defined herein) (following the conversion, the “Company”), each of the persons (including the Founders (as defined herein) in their capacities as Investors) listed on Schedule A hereto, each of which is referred to in this Agreement as a “Investor” and, solely for purposes of the provisions herein expressly relating to the Founders (as defined herein), the Founders in their capacities as Founders.
REDEMPTION AGREEMENTRedemption Agreement • July 30th, 2015 • SoulCycle Inc. • Services-membership sports & recreation clubs • Delaware
Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for (1) any derivative action or proceeding brought on behalf of the Corporation, (2) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Stockholders, (3) any action asserting a claim arising pursuant to any provision of the DGCL, or (4) any action asserting a claim governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article X.
NONQUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE SOULCYCLE INC. 2015 OMNIBUS INCENTIVE PLANNonqualified Stock Option Agreement • July 30th, 2015 • SoulCycle Inc. • Services-membership sports & recreation clubs • Delaware
THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between SoulCycle Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the SoulCycle Inc. 2015 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
SECURITY AGREEMENT By SOULCYCLE HOLDINGS, LLC, as Borrower and THE PLEDGORS PARTY HERETO and BANK OF AMERICA, N.A., as Collateral Agent Dated as of May 15, 2015Security Agreement • July 30th, 2015 • SoulCycle Inc. • Services-membership sports & recreation clubs • New York
This SECURITY AGREEMENT dated as of May 15, 2015 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made by SOULCYCLE HOLDINGS, LLC, a Delaware limited liability company (the “Borrower”), and the Guarantors from to time to time party hereto (the “Guarantors”), as pledgors, assignors and debtors (the Borrower, together with the Guarantors, in such capacities and together with any successors in such capacities, the “Pledgors,” and each, a “Pledgor”), in favor of BANK OF AMERICA, N.A., in its capacity as collateral agent pursuant to the Credit Agreement (as hereinafter defined), as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the “Collateral Agent”).
GUARANTY dated as of May 15, 2015 among SoulCycle Intermediate Holdings LLC, as Holdings, SoulCycle Holdings, LLC, as the Borrower, THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME, BANK OF AMERICA, N.A., as Administrative AgentGuaranty • July 30th, 2015 • SoulCycle Inc. • Services-membership sports & recreation clubs • New York
This GUARANTY, dated as of May 15, 2015, is among SoulCycle Intermediate Holdings LLC, a Delaware limited liability company (“Holdings”), SoulCycle Holdings, LLC, a Delaware limited liability company (the “Borrower”), other Guarantors set forth on Schedule I hereto, Bank of America, N.A., as Administrative Agent and Collateral Agent for the Secured Parties.
