Shares MISTER CAR WASH, INC. Common stock, par value $0.01 per share UNDERWRITING AGREEMENTUnderwriting Agreement • June 17th, 2021 • Mister Car Wash, Inc. • Services-automotive repair, services & parking • New York
INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification & Liability • June 17th, 2021 • Mister Car Wash, Inc. • Services-automotive repair, services & parking • Delaware
This Indemnification and Advancement Agreement (this “Agreement”) is made as of ________ __, 20__ by and between Mister Car Wash, Inc., a Delaware corporation (the “Company”), and ______________, [a member of the Board of Directors/an officer/an employee/an agent/a fiduciary] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement.
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT BY AND AMONG MISTER CAR WASH, INC. AND THE INITIAL STOCKHOLDERSStockholders Agreement • June 17th, 2021 • Mister Car Wash, Inc. • Services-automotive repair, services & parking • Delaware
This Amended and Restated Stockholders Agreement (this “Agreement”) is entered into as of [ 🌑 ], 2021 by and among (a) Mister Car Wash, Inc., a Delaware corporation (the “Company”), (b) Green Equity Investors VI, L.P., Green Equity Investors Side VI, L.P., LGP Associates VI-A LLC and LGP Associates VI-B LLC (collectively, “LGP”), (c) Crescent Mezzanine Partners VT L.P, Crescent Mezzanine Partners VIE Cayman L.P., Crescent Mezzanine Partners VTC L.P., (collectively, “Crescent”), (d) Penfund Capital Fund IV Limited Partnership (“Penfund”) and (e) each of the individual stockholders who are set forth on the signature pages hereto (each individually, a “Management Stockholder,” collectively, the “Management Stockholders”)1.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 17th, 2021 • Mister Car Wash, Inc. • Services-automotive repair, services & parking
This Executive Employment Agreement (this “Agreement”) is executed as of [ 🌑 ], 2021, by and between John Lai (“Executive”) and Mister Car Wash, Inc., a Delaware corporation (“MCW” and, together with any of its parent and subsidiary entities as may employ Executive from time to time, and any successor(s) thereto, the “Company”). This Agreement shall be effective as of the date of closing of the initial public offering of MCW (or such other date mutually agreed in writing between the parties) (such date, the “Effective Date”).
CAR WASH PARTNERS, INC. EMPLOYMENT AGREEMENT JOHN L. LAIEmployment Agreement • June 17th, 2021 • Mister Car Wash, Inc. • Services-automotive repair, services & parking • Delaware
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into on [March 4th, 2014] (“Effective Date”) by and between CAR WASH PARTNERS, INC., a Delaware corporation (the “Company”), and JOHN L. LAI, a resident of Arizona (“Employee”).
AMENDMENT NO. 2 TO AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • June 17th, 2021 • Mister Car Wash, Inc. • Services-automotive repair, services & parking • New York
This AMENDMENT NO. 2 TO AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT, dated as of June 4, 2021 (this “Second Amendment”), is entered into among MISTER CAR WASH HOLDINGS, INC., a Delaware corporation (the “Borrower”), HOTSHINE INTERMEDIATECO, INC., a Delaware corporation (“Holdings”), the other Guarantors party hereto, JEFFERIES FINANCE LLC (“Jefferies”), as administrative agent (in such capacity, together with its successors and permitted assigns in such capacity, the “Administrative Agent”) and collateral agent (in such capacity, together with its successors and permitted assigns in such capacity, the “Collateral Agent”) under the Credit Agreement referred to below, the 2021 Incremental Revolving Lenders (as defined below), the 2021 Refinancing Revolving Lenders (as defined below) and the other parties party hereto. Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement
