CREDIT AGREEMENT dated as of September 18, 2019 among F45 TRAINING HOLDINGS INC., The other Loan Parties party hereto, The Lenders party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent and as Australian Security TrusteeCredit Agreement • June 21st, 2021 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies • New York
CREDIT AGREEMENT dated as of September 18, 2019 (as it may be amended or modified from time to time, this “Agreement”), among F45 TRAINING HOLDINGS INC., a Delaware corporation (the “Borrower”), the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Australian Security Trustee.
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 21st, 2021 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies • Delaware
This Indemnification Agreement (this “Agreement”) is entered into as of [ ], 20[ ] (the “Effective Date”) by and between F45 Training Holdings Inc., a Delaware corporation (the “Company”), and [ ] (the “Indemnitee”).
F45 TRAINING HOLDINGS INC. SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT December 30, 2020Stockholders’ Agreement • June 21st, 2021 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies
This Second Amended and Restated Stockholders’ Agreement (this “Agreement”) is made as of December 30, 2020 by and among F45 Training Holdings Inc., a Delaware corporation (the “Company”), MWIG LLC, a Delaware limited liability company (“MWIG”), Kennedy Lewis Management LP, a Delaware limited partnership (together with its Affiliates, “KLIM”), L1 Capital Long Short Fund, an Australian domiciled Managed Investment Scheme (“L1 Capital LSF”), L1 Long Short Fund Limited, an Australian Public Company (Listed Investment Company) (“L1 LSF Limited”), L1 Capital Global Opportunities Master Fund (“L1 Global Master Fund”), an Exempted Company incorporated in the Cayman Islands with Limited Liability, and L1 Capital Long Short (Master) Fund, an Exempted Company incorporated in the Cayman Islands with Limited Liability (together with L1 Capital LSF, L1 LSF Limited and L1 Global Master Fund, the “L1 Holders”, and the L1 Holders, together with MWIG and KLIM, the “Major Investors” and each a “Major In
SUBORDINATED CREDIT AGREEMENT dated as of October 6, 2020 among F45 TRAINING HOLDINGS INC., The other Loan Parties party hereto, The Lenders party hereto and ALTER DOMUS (US) LLC, as Administrative Agent and as Australian Security TrusteeSubordinated Credit Agreement • June 21st, 2021 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies • New York
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY AND ANY SECURITY INTERESTS OR OTHER LIENS SECURING SUCH OBLIGATIONS ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AND INTERCREDITOR AGREEMENT, DATED AS OF THE DATE HEREOF, AMONG ALTER DOMUS (US) LLC, AS AGENT FOR THE SUBORDINATED CREDITORS DESCRIBED THEREIN, THE SUBORDINATED CREDITORS PARTY THERETO, THE LOAN PARTIES PARTY THERETO, AND JPMORGAN CHASE BANK, N.A., AS AGENT FOR THE SENIOR CREDITORS DESCRIBED THEREIN.
BY EMAIL ELLIOT CAPNER DATE September 9, 2019 Dear Elliot,By Email • June 21st, 2021 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies
We are pleased to offer you employment with F45 Training Incorporated (Company) on the terms and conditions set forth in this letter agreement (Agreement), with an expected start date of 1 September, 2019. This offer of employment is contingent on your satisfactory completion of the contingencies set forth in this Agreement, and you should not take any significant steps, such as relocating or quitting your current job, until we notify you that all contingencies have been satisfied.
GUARANTY dated as of MARCH 15, 2019 by and among F45 TRAINING HOLDINGS INC. AND THE SELLERS THAT ARE SIGNATORIES HERETOShare Purchase Agreement • June 21st, 2021 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies • New York
This Guaranty (this “Guaranty”), dated as of March 15, 2019, is among F45 Training Holdings Inc., a Delaware corporation (the “Guarantor”), Mr. Adam James Gilchrist, an individual (“Gilchrist”), Mr. Robert Benjamin Deutsch, an individual (“Deutsch”) and 2M Properties Pty Ltd (ACN 109 057 383), a proprietary company limited by shares organized and existing under the laws of Australia (“Trustee”), as trustee for The 2M Trust (the “2M Trust” and, together with Gilchrist and Deutsch, collectively the “Sellers”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 21st, 2021 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies • New York
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) is made and entered into as of October 6, 2020, by and among F45 TRAINING HOLDINGS INC., a Delaware corporation (the “Borrower”), the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Australian Security Trustee (the “Administrative Agent”).
PROMOTIONAL AGREEMENTPromotional Agreement • June 21st, 2021 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies • California
THIS PROMOTIONAL AGREEMENT (“Agreement”) is entered into this October 15, 2020 (the “Effective Date”) by and between F45 Training Holdings Inc., a Delaware corporation (“Company”) and ABG-Shark, LLC, a Delaware limited liability company with an address of c/o Authentic Brands Group, LLC, 1411 Broadway, 21st Floor, New York, NY 10018 (“Provider”) f/s/o Greg Norman (“Norman”). Company and Provider are referred to herein collectively as the “Parties” and each as a “Party.”
January 16, 2020 BY EMAIL HEATHER CHRISTIEF45 Training Holdings Inc. • June 21st, 2021 • Wholesale-professional & commercial equipment & supplies
F45 Training, Inc. (the “Company” or “F45”) is pleased to offer you (“you”) the revised exempt position of Chief Operating Officer (COO) effective Jan 15, 2020. You will be responsible for Support, Compliance, Logistics, Academy & Induction and will report to Adam Gilchrist, CEO. You will continue work at our facility located in El Segundo. Of course, the Company may again change your position, duties, and work location from time to time at its discretion.
PROMOTIONAL AGREEMENTPromotional Agreement • June 21st, 2021 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies • California
THIS PROMOTIONAL AGREEMENT (“Agreement”) is entered into this 15th day of March, 2019 (the “Effective Date”) by and between F45 Training Holdings Inc., a Delaware corporation (“Company”) and Mark Wahlberg (“Provider”). Company and Provider are referred to herein collectively as the “Parties” and each as a “Party.”
SHARE PURCHASE AGREEMENT BY AND AMONG F45 TRAINING HOLDINGS INC., FLYHALF ACQUISITION COMPANY PTY LTD, MWIG LLC, F45 AUS HOLD CO PTY LTD, AND SELLERS MARCH 15, 2019Share Purchase Agreement • June 21st, 2021 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies • Delaware
This Share Purchase Agreement (this “Agreement”) is made as of March 15, 2019 (the “Effective Date”), 2019, by and among F45 Training Holdings Inc., a Delaware corporation (the “Issuer”), Flyhalf Acquisition Company Pty Ltd (ACN 632 252 110) (“Acquisition Vehicle”), MWIG LLC, a Delaware limited liability company (the “Investor”), Mr. Adam James Gilchrist, an individual (“Gilchrist”), Mr. Robert Benjamin Deutsch, an individual (“Deutsch”) and 2M Properties Pty Ltd (ACN 109 057 383), a proprietary company limited by shares organized and existing under the laws of Australia, (“Trustee”) as trustee for The 2M Trust, (the “2M Trust” and, together with Gilchrist and Deutsch, collectively the “Sellers”), and F45 Aus Hold Co Pty Ltd (ACN 620 135 426), a proprietary company limited by shares organized and existing under the laws of Australia (the “Company”). Capitalized terms that are used in this Agreement and not otherwise defined herein will have the respective meanings ascribed to such term
COMMON STOCK SALE AGREEMENTCommon Stock Sale Agreement • June 21st, 2021 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies • Delaware
This COMMON STOCK SALE AGREEMENT (this “Agreement”) is entered into as of October 6, 2020, by and between 2M Properties Pty Ltd (ACN 109 057 383), a proprietary company limited by shares organized and existing under the laws of Australia, as trustee for The 2M Trust (the “Seller”) and F45 Training Holdings Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Stockholders’ Agreement of the Company, dated March 15, 2019, by and among the Company, MWIG LLC, a Delaware limited liability company, Adam James Gilchrist, Robert Benjamin Deutsch, and the Seller (as amended, the “Stockholders’ Agreement”).
BY EMAIL PATRICK GROSSO DATE: October 10, 2019F45 Training Holdings Inc. • June 21st, 2021 • Wholesale-professional & commercial equipment & supplies
We are pleased to offer you employment with F45 Training Incorporated (Company) on the terms and conditions set forth in this letter agreement (Agreement), with an expected start date of October 21, 2019. This offer of employment is contingent on your satisfactory completion of the contingencies set forth in this Agreement, and you should not take any significant steps, such as relocating or quitting your current job, until we notify you that all contingencies have been satisfied.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 21st, 2021 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) is made and entered into as of June 23, 2020, by and among F45 TRAINING HOLDINGS INC., a Delaware corporation (the “Borrower”), the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Australian Security Trustee (the “Administrative Agent”).
AMENDED AND RESTATED PROMOTIONAL AND ADVISORY SERVICES AGREEMENTPromotional and Advisory Services Agreement • June 21st, 2021 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies • California
THIS AMENDED AND RESTATED PROMOTIONAL AND ADVISORY SERVICES AGREEMENT (“Agreement”) is entered as of 12th day of April, 2021 (the “Effective Date”) by and between F45 Training Holdings Inc., a Delaware corporation (“Company”) and Magic Johnson Entertainment d/b/a Magic Johnson Enterprises (“MJE”) f/s/o Earvin Johnson, Jr. (“Provider”). Company and MJE are referred to herein collectively as the “Parties” and each as a “Party.”
INTELLECTUAL PROPERTY LICENSE AGREEMENTIntellectual Property License Agreement • June 21st, 2021 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies • New York
THIS INTELLECTUAL PROPERTY LICENSE AGREEMENT (this “Agreement”), dated as of March 31, 2021, is made and entered into by and among F45 Training Incorporated, a Delaware corporation (“Licensee”), FW SPV LLC, a Delaware limited liability company (“First Seller”), FW SPV II LLC, a Delaware limited liability company (“Second Seller” and, collectively with the First Seller, “Licensor”), (each individually, a “Party” and collectively, the “Parties”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • June 21st, 2021 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies • New York
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of March 31, 2021 (the “Execution Date”), is made and entered into by and among F45 Training Incorporated, a Delaware corporation (“Buyer”), FW SPV LLC, a Delaware limited liability company (“First Seller”), and FW SPV II LLC, a Delaware limited liability company (“Second Seller” and, collectively with the First Seller, “Seller”). Capitalized terms used herein and not otherwise defined herein have the meanings set forth in Article 1.
SUBORDINATED CONVERTIBLE CREDIT AGREEMENT dated as of October 6, 2020 among F45 TRAINING HOLDINGS INC., and The Holders party heretoSubordinated Convertible Credit Agreement • June 21st, 2021 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies • New York
THIS INSTRUMENT OR AGREEMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY AND ANY SECURITY INTERESTS OR OTHER LIENS SECURING SUCH OBLIGATIONS ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AND INTERCREDITOR AGREEMENT, DATED AS OF OCTOBER 6, 2020, AMONG THE SUBORDINATED CREDITORS PARTY THERETO, THE LOAN PARTIES PARTY THERETO, AND JPMORGAN CHASE BANK, N.A., AS AGENT FOR THE SENIOR CREDITORS DESCRIBED THEREIN
RESTRICTIVE COVENANT AGREEMENTRestrictive Covenant Agreement • June 21st, 2021 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies • New York
This RESTRICTIVE COVENANT AGREEMENT (this “Agreement”) is entered into as of October 6, 2020 by and between F45 Training Holdings Inc., Delaware corporation (the “Company”) and the individual signatory hereto (the “Covered Person”). The Company and the Covered Person are referred to herein collectively as the “Parties” and individually as a “Party.”
AMENDED AND RESTATED SALE COOPERATION AGREEMENTSale Cooperation Agreement • June 21st, 2021 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies • California
THIS AMENDED AND RESTATED SALE COOPERATION AGREEMENT (the “Agreement”) is hereby entered into as of October 6, 2020 (the “Restated Effective Date”), by and between F45 Training Holdings Inc. a Delaware corporation (including its successors and assigns, collectively, the “Company”), Robert B. Deutsch (“Deutsch”), Adam J. Gilchrist (“Gilchrist”), MWIG LLC, a Delaware limited liability company (the “Investor”) and each of the Company, Deutsch, Gilchrist and the Investor, a “Party” and, collectively, the “Parties”), subject to the terms and conditions set forth herein.
PROMOTIONAL AGREEMENTPromotional Agreement • June 21st, 2021 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies • California
THIS PROMOTIONAL AGREEMENT (“Agreement”) is entered into this 24th day of November 2020 and shall be effective from Fifth December 2020 (the “Effective Date”) by and between F45 Training Holdings Inc., a Delaware corporation (“Company”) and DB Ventures Limited, a company incorporated in England (“Provider”). Company and Provider are referred to herein collectively as the “Parties” and each as a “Party.”
F45 Training Holdings Inc (Seller) LIIT, LLC (Buyer) PricewaterhouseCoopers, ABN 52 780 433 757 One International Towers, Watermans Quay, Barangaroo, GPO Box 2650, SYDNEY NSW 1171 T: +61 2 8266 0000, F: +61 2 8266 9999, www.pwc.com.au/legalF45 Training Holdings Inc. • June 21st, 2021 • Wholesale-professional & commercial equipment & supplies • Delaware
