F45 Training Holdings Inc. Sample Contracts

F45 Training Holdings Inc. Common Stock, $0.00005 Par Value per Share Underwriting Agreement
Underwriting Agreement • July 7th, 2021 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies • New York

F45 Training Holdings Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ 🌑 ] shares and, at the election of the Underwriters, up to [ 🌑 ] additional shares of the common stock, par value $0.00005 per share, of the Company (“Stock”), and the stockholder of the Company named in Schedule II hereto (the “Selling Stockholder”) proposes, subject to the terms and conditions stated in this Agreement, to sell to the Underwriters an aggregate of [ 🌑 ] shares and, at the election of the Underwriters, up to [ 🌑 ] additional shares of Stock. The aggregate of [ 🌑 ] shares to be sold by the Company and the Selling Stockholder is herein called the “Firm Shares” and the aggregate of [ 🌑 ] additional shares to be sold by the Company and the Selling Stockholder is herein called the “Optional Shares”. The Firm Shares a

AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 13, 2021, 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...
Credit Agreement • August 16th, 2021 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies • New York

AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 13, 2021 (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 AGREEMENT
Indemnification 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”).

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • July 7th, 2021 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies • Texas

This Executive Employment Agreement (the “Agreement”) is entered into as of July 5, 2021 (the “Effective Date”), by and between Luke Armstrong (“Executive”) and F45 Training Holdings Inc. (the “Company”).

F45 TRAINING HOLDINGS INC. THIRD AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT July 14, 2021
Stockholders’ Agreement • July 19th, 2021 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies

This Third Amended and Restated Stockholders’ Agreement (this “Agreement”) is made as of July 14, 2021 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”), GCM Grosvenor Strategic Credit, L.P., a Delaware limited partnership (“GCM”), Bardin Hill Opportunistic Credit Master (ECI) Fund LP, a Delaware limited partnership (“Bardon Hill”), HCN LP, a Cayman Islands limited partnership (“HCN”), Halcyon Eversource Credit LLC, a Delaware limited liability company (“Halcyon”), HDML Fund II LLC, a Delaware limited liability company (“HDML”), 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 E

GUARANTY dated as of MARCH 15, 2019 by and among F45 TRAINING HOLDINGS INC. AND THE SELLERS THAT ARE SIGNATORIES HERETO
Share 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 AGREEMENT
Credit 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 AGREEMENT
Promotional Agreement • July 7th, 2021 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies • Texas

THIS PROMOTIONAL AGREEMENT (“Agreement”) is entered into this 25th day of June 2021 and shall be effective from July 1, 2021 (the “Effective Date”) by and between F45 Training Holdings Inc., a Delaware corporation (“Company”) and Craw Daddy Productions, Inc. (“Provider”) f/s/o Cindy Crawford (“Crawford”). Company and Provider are referred to herein collectively as the “Parties” and each as a “Party.”

PROMOTIONAL AGREEMENT
Promotional 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 CHRISTIE
F45 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 AGREEMENT
Promotional 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, 2019
Share 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 AGREEMENT
Common 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”).

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit 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 AGREEMENT
Promotional 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 AGREEMENT
Intellectual 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”).

February 16, 2023
Employment Agreement • March 10th, 2023 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies

Reference is made to that certain Executive Employment Agreement dated as of September 20, 2022 (the “Employment Agreement”), by and between yourself (“You” or “Executive”) and F45 Training Holdings, Inc. (the “Company”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Employment Agreement.

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 Trustee
Subordinated 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.

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • June 21st, 2021 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies

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.

FIRST AMENDMENT TO STOCKHOLDERS’ AGREEMENT
Stockholders’ Agreement • November 15th, 2019 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies

This FIRST AMENDMENT TO STOCKHOLDERS’ AGREEMENT (the “Amendment”) is made and entered into as of May 6, 2019, by and among F45 Training Holdings Inc., a Delaware corporation (the “Company”), 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, as trustee for The 2M Trust (together with Gilchrist and Deutsch, collectively, the “Founders”) (the Founders, together with the Investor and the Company, collectively, the “Parties”). Capitalized terms used in this Amendment and not otherwise defined herein have the meanings given in the Agreement (as defined below).

AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • July 26th, 2022 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies

This Amendment No. 1 to Executive Employment Agreement (this “Amendment”), dated July 25, 2022, is by and between F45 Training Holdings Inc., a Delaware corporation (the “Company”), and Chris Payne (“Executive” and, collectively with the Company, the “Parties” and each a “Party”).

SUBORDINATED CONVERTIBLE CREDIT AGREEMENT dated as of October 6, 2020 among F45 TRAINING HOLDINGS INC., and The Holders party hereto
Subordinated 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 AGREEMENT
Restrictive 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 AGREEMENT
Sale 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.

WAIVER UNDER CREDIT AGREEMENT
Waiver Under Credit Agreement • July 26th, 2022 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies • New York

THIS WAIVER UNDER CREDIT AGREEMENT (this “Agreement”) is made and entered into as of July 25, 2022, by and 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 (the “Administrative Agent”).

PROMOTIONAL AGREEMENT
Promotional 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. STOCKHOLDERS’ AGREEMENT MARCH 15, 2019
Stockholders’ Agreement • November 15th, 2019 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies

This Stockholders’ Agreement (the “Agreement”) is made as of March 15, 2019 by and among F45 Training Holdings Inc., a Delaware corporation (the “Company”), 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, as trustee for The 2M Trust (the “2M Trust” and, together with Gilchrist and Deutsch, collectively, the “Founders”) (the Founders, together with the Investor and any subsequent stockholders or option holders, or any transferees, who become parties hereto, collectively, the “Stockholders”).

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • September 22nd, 2022 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies • Texas

This Executive Employment Agreement (the “Agreement”) is entered into as of September 20, 2022 (the “Effective Date”), by and between Ben Coates (“Executive”) and F45 Training Holdings, Inc. (the “Company”).