REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 16th, 2022 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 13, 2022, by and among F45 Training Holdings Inc., a Delaware corporation (the “Company”), and Drawbridge DSO Securities LLC, Fortress Lending III Holdings L.P., Fortress Lending Fund II MA-CRPTF LP and Fortress Lending II Holdings, L.P. (each, a “Purchaser” and collectively, the “Purchasers”).
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 16th, 2022 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies • New York
THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is made and entered into as of May 13, 2022, by and among F45 TRAINING HOLDINGS INC., a Delaware corporation (the “Borrower”), F45 TRAINING INCORPORATED, a Delaware corporation (the “Franchisor”), the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Australian Security Trustee (the “Administrative Agent”).
WARRANT PURCHASE AGREEMENT dated as of May 13, 2022 by and among F45 TRAINING HOLDINGS INC. and EACH PARTY NAMED AS AN INVESTOR HEREINWarrant Purchase Agreement • May 16th, 2022 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies • New York
THIS WARRANT PURCHASE AGREEMENT is made as of May 13, 2022 (this “Agreement”) by and among F45 TRAINING HOLDINGS INC., a Delaware corporation (the “Company”), DRAWBRIDGE DSO SECURITIES LLC, FORTRESS LENDING III HOLDINGS L.P., FORTRESS LENDING FUND II MA-CRPTF LP and FORTRESS LENDING II HOLDINGS, L.P. (together with their respective successors and assigns, the “Investors”).
LIMITED GUARANTY dated as of May 13, 2022Limited Guaranty • May 16th, 2022 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies • New York
Reference is made to that certain Credit Agreement, dated as of May 13, 2022 (as may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Credit Agreement”), among F45 SPV Finance Company, LLC (the “Borrower”), F45 Training Holdings Inc., Fortress Credit Corp. (“Fortress”), as Administrative Agent (in such capacity, together with its successors and assigns, the “Administrative Agent”), Collateral Agent (in such capacity, together with its successors and assigns, the “Collateral Agent” and together with the Administrative Agent, the “Agents”), and a Lender (in such capacity, together with its successors and assigns, a “Lender” and together with each of the other Lenders from time to time party to the Credit Agreement, the “Lenders”). Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
CREDIT AGREEMENT dated as of May 13, 2022 amongCredit Agreement • May 16th, 2022 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies • New York
This CREDIT AGREEMENT, dated as of May 13, 2022 (as it may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is entered into among F45 SPV FINANCE COMPANY, LLC, a Delaware limited liability company, as Borrower (the “Borrower”), F45 TRAINING HOLDINGS INC., a Delaware corporation (individually, together with its successors and assigns, the “Company”), and FORTRESS CREDIT CORP. (“Fortress”), as Administrative Agent (in such capacity, together with its successors and assigns, the “Administrative Agent”), as Collateral Agent (in such capacity, together with its successors and assigns, the “Collateral Agent”), and a Lender (in such capacity, together with its successors and assigns, a “Lender” and together with each of the other Lenders from time to time party to this Agreement, the “Lenders”).
