INDEMNIFICATION AGREEMENTIndemnification Agreement • August 21st, 2015 • SoulCycle Inc. • Services-membership sports & recreation clubs • Delaware
This Indemnification Agreement (“Agreement”) is made as of , 2015 by and between SoulCycle Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
CREDIT AGREEMENT Dated as of May 15, 2015 among SOULCYCLE HOLDINGS, LLC, as Borrower, SOULCYCLE INTERMEDIATE HOLDINGS LLC, as Holdings, BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent, and THE OTHER LENDERS PARTY HERETO BANK OF...Credit Agreement • June 23rd, 2015 • SoulCycle Inc. • Services-membership sports & recreation clubs • New York
This CREDIT AGREEMENT (this “Agreement”) entered into as of May 15, 2015, among SoulCycle Holdings, LLC, a Delaware limited liability company (“SC LLC”), which, on the Closing Date or shortly thereafter, will be converted to SoulCycle Inc., a Delaware corporation (“SC Inc.”, and, together with SC LLC, the “Borrower”), SoulCycle Intermediate Holdings LLC, a Delaware limited liability company (“Holdings”), Bank of America, N.A. (“Bank of America”), as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) under the Loan Documents and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
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 AGREEMENTAmended And • 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”).
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 • June 23rd, 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”).
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 AGREEMENTOption 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
FIRST AMENDMENT OF LEASEFirst Amendment of Lease Agreement • June 23rd, 2015 • SoulCycle Inc. • Services-membership sports & recreation clubs
AGREEMENT (“Agreement”) dated as of the 15th day of December, 2014 between LF Greenwich LLC, a New York limited liability company, having an address at c/o Centaur Properties LLC, 580 Fifth Avenue, 32nd Floor, New York, New York 10036 (“Landlord”) and SoulCycle 609 Greenwich Street, LLC, a Delaware limited liability company, having an address at 609 Greenwich Avenue, New York, New York 10014 (“Tenant”).
LEASE Sept 11, 2012 between LF Greenwich LLC as Landlord and SoulCycle 609 Greenwich Street, LLC as Tenant Affecting a portion of premises commonly known as: 609 Greenwich Avenue New York, New YorkCommencement Date Agreement • June 23rd, 2015 • SoulCycle Inc. • Services-membership sports & recreation clubs • New York
AGREEMENT OF LEASE (the “Lease”), dated Sept. 11, 2012, between LF Greenwich LLC, a New York limited liability company, having an address at c/o Centaur Properties LLC, 609 Greenwich Street, New York, New York 10014 (“Landlord”), and SoulCycle 609 Greenwich Street, LLC, having an address at 103 Warren Street, New York, New York 10007, Attention: Elizabeth Cutler (“Tenant”).
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”).
ContractTransition Services Agreement • December 9th, 2015 • SoulCycle Inc. • Services-membership sports & recreation clubs • Delaware
TRANSITION SERVICES AGREEMENT, executed as of August 26, 2015 and effective as of May 15, 2015, by and among Equinox Holdings, Inc., a Delaware corporation, and SoulCycle Inc., a Delaware corporation.
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 AgentSoulCycle Inc. • July 30th, 2015 • 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.
