CREDIT AGREEMENT dated as of August 9, 2021 among EW INTERMEDIATE HOLDCO, LLC as Holdings, EW HOLDCO, LLC, as the Borrower, The Several Lenders from Time to Time Parties Hereto and BANK OF AMERICA, N.A., as the Administrative Agent, the Collateral...Credit Agreement • August 9th, 2021 • European Wax Center, Inc. • Services-personal services • New York
EUROPEAN WAX CENTER, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 14th, 2021 • European Wax Center, Inc. • Services-personal services • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of August 4, 2021 among European Wax Center, Inc., a Delaware corporation (the “Company”), the General Atlantic Holders (as defined herein), EWC Holdings, Inc., a Florida corporation (“EWC Holdings”), and each other Person listed on the signature pages hereto under the caption “Other Holders” or who executes a Joinder as an “Other Holder” (collectively, the “Other Holders”). Except as otherwise specified herein, all capitalized terms used in this Agreement are defined in Exhibit A attached hereto.
INDEMNIFICATION AGREEMENT by and between EUROPEAN WAX CENTER, INC. and as IndemniteeIndemnification Agreement • July 28th, 2021 • European Wax Center, Inc. • Services-personal services • Delaware
Indemnification Agreement, dated effective as of [_________] (this “Agreement”), by and between European Wax Center, Inc., a Delaware corporation (the “Company”), and [____________] (“Indemnitee”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in Article 1.
CREDIT AGREEMENT dated as of September 25, 2018 among EW Intermediate Holdco, LLC, as Initial Holdings, EW Holdco, LLC, as Borrower, The Lenders Party Hereto, SUNTRUST BANK, as Administrative Agent, Collateral Agent, Swingline Lender and Issuing Bank,...Credit Agreement • July 13th, 2021 • European Wax Center, Inc. • Services-personal services • Delaware
CREDIT AGREEMENT dated as of September 25, 2018 (this “Agreement”), among EW Intermediate Holdco, LLC, a Delaware limited liability company (together with its successors and assigns, “Initial Holdings”), EW Holdco, LLC, a Delaware limited liability company (together with its successors and assigns, the “Borrower”), the LENDERS party hereto and SUNTRUST BANK, as Administrative Agent and as Collateral Agent.
AMENDMENT NO. 3 TO CREDIT AGREEMENT Dated as of May 7, 2020 among EW INTERMEDIATE HOLDCO, LLC, as Initial Holdings, EW HOLDCO, LLC, as Borrower, THE LENDERS PARTY HERETO and TRUIST BANK, as successor by merger to SunTrust Bank, as Administrative Agent...Credit Agreement • July 13th, 2021 • European Wax Center, Inc. • Services-personal services • Delaware
CREDIT AGREEMENT dated as of September 25, 2018 (as amended by that certain Incremental Assumption and Amendment No. 1 on April 29, 2019 and as further amended by , that certain Incremental Assumption and Amendment No. 2 on January 2, 2020, and as further amended by Amendment No. 3 on May 7, 2020 this “Agreement”), among EW Intermediate Holdco, LLC, a Delaware limited liability company (together with its successors and assigns, “Initial Holdings”), EW Holdco, LLC, a Delaware limited liability company (together with its successors and assigns, the “Borrower”), the LENDERS party hereto and TRUIST BANK, as successor by merger to SunTrust Bank, as Administrative Agent and as Collateral Agent.
INCREMENTAL ASSUMPTION AND AMENDMENT NO. 1 Dated as of April 29, 2019 among EW INTERMEDIATE HOLDCO, LLC, as Initial Holdings, EW HOLDCO, LLC, as Borrower, THE LENDERS PARTY HERETO and SUNTRUST BANK as Administrative Agent SUNTRUST ROBINSON HUMPHREY,...Credit Agreement • July 13th, 2021 • European Wax Center, Inc. • Services-personal services • New York
CREDIT AGREEMENT dated as of September 25, 2018 (as amended by Incremental Assumption and Amendment No. 1 on April 29, 2019, this “Agreement”), among EW Intermediate Holdco, LLC, a Delaware limited liability company (together with its successors and assigns, “Initial Holdings”), EW Holdco, LLC, a Delaware limited liability company (together with its successors and assigns, the “Borrower”), the LENDERS party hereto and SUNTRUST BANK, as Administrative Agent and as Collateral Agent.
TAX RECEIVABLE AGREEMENT between EUROPEAN WAX CENTER, INC. and THE PERSONS NAMED HEREIN Dated as of [ ], 2021Tax Receivable Agreement • September 14th, 2021 • European Wax Center, Inc. • Services-personal services • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), is dated as of [ ], 2021, and is between European Wax Center, Inc., a Delaware corporation (including any successor corporation, “PubCo”), each of the undersigned parties, and each of the other persons from time to time that become a party hereto (each, excluding PubCo, a “TRA Party” and together the “TRA Parties”).
GUARANTEE AND COLLATERAL AGREEMENT made by EWC HOLDING GUARANTOR LLC, EWC FRANCHISOR LLC, and EWC DISTRIBUTOR LLC, each as a Guarantor, in favor of CITIBANK, N.A., as Trustee Dated as of April 6, 2022Guarantee and Collateral Agreement • April 7th, 2022 • European Wax Center, Inc. • Services-personal services • New York
GUARANTEE AND COLLATERAL AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of April 6, 2022, made by EWC FRANCHISOR LLC, a Delaware limited liability company (the “Franchisor”), EWC DISTRIBUTOR LLC, a Delaware limited liability company (the “Distributor” and, together with the Franchisor, the “Subsidiary Guarantors”) and EWC HOLDING GUARANTOR LLC, a Delaware limited liability company (the “Holding Company Guarantor,” and, together with the Subsidiary Guarantors and any Additional Guarantor that becomes a party hereto pursuant to the terms hereof, the “Guarantors” and each, a “Guarantor”), in favor of CITIBANK, N.A., a national banking association, as trustee and securities intermediary under the Indenture referred to below (in such capacity, together with its successors, the “Trustee”) for the benefit of the Secured Parties.
Dated April 6, 2022 Base Indenture between EWC Master Issuer LLC, as Master Issuer, andBase Indenture • April 7th, 2022 • European Wax Center, Inc. • Services-personal services • New York
PURCHASE AGREEMENTPurchase Agreement • September 14th, 2021 • European Wax Center, Inc. • Services-personal services • Delaware
PURCHASE AGREEMENT, dated August 4, 2021 (this “Agreement”), by and among the sellers listed on Schedule I hereto, as sellers (collectively, the “Sellers” and each, a “Seller”), and EWC Ventures, LLC, a Delaware limited liability company, as purchaser (the “Purchaser”).
STOCKHOLDERS’ AGREEMENT by and among EUROPEAN WAX CENTER, INC. AND THE STOCKHOLDERS NAMED HEREIN Dated as of August 4, 2021Stockholders’ Agreement • September 14th, 2021 • European Wax Center, Inc. • Services-personal services • Delaware
PURCHASE AGREEMENTPurchase Agreement • September 14th, 2021 • European Wax Center, Inc. • Services-personal services • Delaware
PURCHASE AGREEMENT, dated August 4, 2021 (this “Agreement”), by and among the sellers listed on Schedule I hereto, as sellers (collectively, the “Sellers” and each, a “Seller”), and European Wax Center, Inc., a Delaware corporation, as purchaser (the “Purchaser”).
CLASS A-1 VFN NOTE PURCHASE AGREEMENT (SERIES 2022-1 CLASS A-1 VFN NOTES)Note Purchase Agreement • April 7th, 2022 • European Wax Center, Inc. • Services-personal services • New York
THIS CLASS A-1 NOTE PURCHASE AGREEMENT, dated as of April 6, 2022 (as amended, supplemented, amended and restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is made by and among:
Management agreement Dated as of April 6, 2022 among EWC Master Issuer LLC, EWC Holding Guarantor LLC, certain Subsidiaries of EWC Master Issuer LLC party hereto, EWC Ventures, LLC, as the Manager, and Citibank, N.A., as the TrusteeManagement Agreement • April 7th, 2022 • European Wax Center, Inc. • Services-personal services • New York
This MANAGEMENT AGREEMENT, dated as of April 6, 2022 (this “Agreement”), is entered into by and among EWC Master Issuer LLC, a Delaware limited liability company (the “Master Issuer”), EWC Franchisor LLC, a Delaware limited liability company (the “Franchisor”), EWC Distributor LLC, a Delaware limited liability company (the “Distributor” XE “Distributor” ), EWC Holding Guarantor LLC, a Delaware limited liability company (the “Holding Company Guarantor”), EWC Ventures, LLC, a Delaware limited liability company (“EWC Ventures”), as Manager (in such capacity, together with its successors and assigns, the “Manager”), and Citibank, N.A., not in its individual capacity but solely as trustee (together with its successors and assigns, the “Trustee”), together with any other Securitization Entity that becomes party to this Agreement by execution of a joinder substantially in the form attached hereto as Exhibit A. For all purposes of this Agreement, capitalized terms used herein but not otherwise
EMPLOYMENT AGREEMENTEmployment Agreement • July 13th, 2021 • European Wax Center, Inc. • Services-personal services • Delaware
THIS EMPLOYMENT AGREEMENT (the “Agreement”), dated as of November 4, 2020 (the “Effective Date”), is made and entered into by and between EWC Ventures, LLC, a Delaware limited liability company (the “Company”), and Jennifer Vanderveldt (the “Executive”).
FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF EWC VENTURES, LLC (a Delaware limited liability company)Limited Liability Company Agreement • September 14th, 2021 • European Wax Center, Inc. • Services-personal services • Delaware
This FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated as of August 4, 2021 (this “Agreement”), OF EWC VENTURES, LLC (the “Company”) by and among the Company and the Persons recorded as Members on the Register of Members of the Company, amends and restates the Fourth Amended and Restated Limited Liability Company Agreement of the Company, dated as of June 15, 2020 and effective as of May 7, 2020 (the “Prior Agreement”). Certain defined terms as used herein shall have the meanings set forth in Article 11.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 14th, 2021 • European Wax Center, Inc. • Services-personal services • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of August 4, 2021, by and among GAPCO AIV Blocker (EW), LLC, a Delaware limited liability company (“GAPCO Blocker”), EWC Merger Sub 2, Inc., a Delaware corporation (“Merger Sub” and, together with GAPCO Blocker, the “Constituent Entities”), European Wax Center, Inc., a Delaware corporation (“Pubco”), and GAPCO AIV Interholdco (EW), L.P., a Delaware limited partnership ( “GAPCO Holder”).
EXCHANGE AGREEMENTExchange Agreement • September 14th, 2021 • European Wax Center, Inc. • Services-personal services • Delaware
EXCHANGE AGREEMENT (this “Agreement”), dated as of August 4, 2021, by and among EWC Ventures LLC, a Delaware limited liability company (the “Company”), European Wax Center, Inc., a Delaware corporation (“Pubco”), and the holders of Common Units (as defined below) and shares of Class B Common Stock (as defined below) from time to time party hereto (each, a “Holder”).
EWC Master Issuer LLC Series 2022-1 5.50% Fixed Rate Senior Secured Notes, Class A-2 PURCHASE AGREEMENTEuropean Wax Center, Inc. • March 29th, 2022 • Services-personal services • New York
EWC Master Issuer LLC, a special-purpose Delaware limited liability company (the “Master Issuer”) and an indirect, wholly-owned subsidiary of EWC Ventures, LLC, a Delaware limited liability company (the “Manager”), proposes, upon the terms and conditions stated herein, to issue and sell to the Initial Purchasers named in Schedule I hereto (the “Initial Purchasers”), one series of senior secured notes, the Series 2022-1 5.50% Fixed Rate Senior Secured Notes, Class A-2 Notes (the “Series 2022-1 Class A-2 Notes” or the “Offered Notes”) in an aggregate principal amount of $400,000,000.
SEVERANCE PLAN AGREEMENTSeverance Plan Agreement • August 9th, 2023 • European Wax Center, Inc. • Services-personal services
WHEREAS, the European Wax Center, Inc. (the “Company”) has adopted the European Wax Center, Inc. Change in Control and Severance Plan, effective February 22, 2023 (the “Severance Plan”), pursuant to which Andrea Wasserman (the “Executive”) is entitled to certain severance payments and benefits upon termination of the Executive’s employment by the Company without Cause or by the Executive for Good Reason, as set forth in the Severance Plan and as such terms are defined in the Severance Plan; and
REORGANIZATION AGREEMENT Dated as of [_________], 2021Reorganization Agreement • July 28th, 2021 • European Wax Center, Inc. • Services-personal services • Delaware
REORGANIZATION AGREEMENT (this “Agreement”), dated as of [________], 2021, by and among European Wax Center, Inc., a Delaware corporation (“Pubco”), EWC Merger Sub 1, Inc., a Delaware corporation (“Merger Sub 1”), EWC Merger Sub 2, Inc., a Delaware corporation (“Merger Sub 2”), EWC Ventures, LLC, a Delaware limited liability company (the “Company”), EWC Management Holdco, LLC, a Delaware limited liability company (“Management Holdco”), EWC Holdings, Inc., a Florida corporation (“EWC Holdings”), the GA Parties (as defined below), and the individuals designated as the “Other Members” on the signature pages hereto.
EMPLOYMENT AGREEMENTEmployment Agreement • July 13th, 2021 • European Wax Center, Inc. • Services-personal services • Delaware
THIS EMPLOYMENT AGREEMENT (the “Agreement”), dated as of September 25, 2018 (the “Effective Date”), is made and entered into by and between EWC Ventures, LLC, a Delaware limited liability company (the “Company”), and David Berg (the “Executive”).
Re: Separation of Employment and General Release – Confidential Dear Jen:Proprietary Rights Agreement • March 15th, 2022 • European Wax Center, Inc. • Services-personal services • Texas
The purpose of this Separation Agreement (the “Agreement”) is to memorialize our mutual understanding of your separation of employment with EWC Ventures, LLC and all of its affiliates (“EWC” or “we”). You and EWC are sometimes hereinafter referred to as the “Parties.”
ADVANCE FUNDING AGREEMENTAdvance Funding Agreement • April 7th, 2022 • European Wax Center, Inc. • Services-personal services • New York
ADVANCE FUNDING AGREEMENT, dated as of April 6, 2022 (as amended, restated, supplemented, amended and restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is made by and among:
EMPLOYMENT AGREEMENTEmployment Agreement • May 17th, 2022 • European Wax Center, Inc. • Services-personal services • Florida
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into effective as of July 1, 2016 (the “Effective Date”), by and between EWC Ventures, LLC, a Delaware limited liability company (“Company”), and David Willis (“Willis”).
FIRST AMENDMENT TO FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF EWC VENTURES, LLCLimited Liability Company Agreement • April 12th, 2022 • European Wax Center, Inc. • Services-personal services • Delaware
This First Amendment (this “Amendment”) to the Fifth Amended and Restated Limited Liability Company Agreement of EWC Ventures, LLC, a Delaware limited liability company (the “Company”), dated as of April 11, 2022, amends the Company’s Fifth Amended and Restated Limited Liability Company Agreement, dated as of August 4, 2021 otherwise defined herein have the meanings set forth in the Agreement.
CLASS B COMMON STOCK SUBSCRIPTION AGREEMENTCommon Stock Subscription Agreement • September 14th, 2021 • European Wax Center, Inc. • Services-personal services • Delaware
This Class B COMMON STOCK SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into as of August 4, 2021, by and between European Wax Center, Inc., a Delaware corporation (the “Company”), and the subscribers listed as “Subscribers” on the signature pages hereto, as subscribers (collectively, the “Subscribers” and each, a “Subscriber”).
REORGANIZATION AGREEMENT Dated as of August 4, 2021Reorganization Agreement • September 14th, 2021 • European Wax Center, Inc. • Services-personal services • Delaware
CLASS B COMMON STOCK SUBSCRIPTION AGREEMENTCommon Stock Subscription Agreement • July 13th, 2021 • European Wax Center, Inc. • Services-personal services • Delaware
This Class B COMMON STOCK SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into as of [____], 2021, by and between European Wax Center, Inc., a Delaware corporation (the “Company”), and the subscribers listed as “Subscribers” on the signature pages hereto, as subscribers (collectively, the “Subscribers” and each, a “Subscriber”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 14th, 2021 • European Wax Center, Inc. • Services-personal services • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of August 4, 2021, by and among General Atlantic AIV (EW) Blocker, LLC, a Delaware limited liability company (“GA Blocker”), EWC Merger Sub 1, Inc., a Delaware corporation (“Merger Sub” and, together with GA Blocker, the “Constituent Entities”), European Wax Center, Inc., a Delaware corporation (“Pubco”), and GA AIV-1 B Interholdco (EW), L.P., a Delaware limited partnership (“GA Holder”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 13th, 2021 • European Wax Center, Inc. • Services-personal services • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of [_________], 2021, by and among General Atlantic AIV (EW) Blocker, LLC, a Delaware limited liability company (“GA Blocker”), EWC Merger Sub 1, Inc., a Delaware corporation (“Merger Sub” and, together with GA Blocker, the “Constituent Entities”), European Wax Center, Inc., a Delaware corporation (“Pubco”), and GA AIV-1 B Interholdco (EW), L.P., a Delaware limited partnership (“GA Holder”).
EWC MASTER ISSUER LLC, as Master Issuer, and CITIBANK, N.A., as Trustee and Series 2022-1 Securities Intermediary SERIES 2022-1 SUPPLEMENT Dated as of April 6, 2022 to BASE INDENTURE Dated as of April 6, 2022 Up to $40,000,000 Series 2022-1 Variable...Base Indenture • April 7th, 2022 • European Wax Center, Inc. • Services-personal services • New York
SERIES 2022-1 SUPPLEMENT, dated as of April 6, 2022 (this “Series Supplement”), by and between EWC MASTER ISSUER LLC, a Delaware limited liability company (the “Master Issuer”) and CITIBANK, N.A., a national banking association, not in its individual capacity, but solely as trustee (in such capacity, the “Trustee”) and as Series 2022-1 Securities Intermediary, to the Base Indenture, dated as of the date hereof, by and between the Master Issuer and CITIBANK, N.A., as trustee and as securities intermediary (as amended, modified or supplemented from time to time, exclusive of Series Supplements, the “Base Indenture”).
PARENT COMPANY SUPPORT AGREEMENT made by EUROPEAN WAX CENTER, INC. in favor of CITIBANK, N.A., as Trustee Dated as of April 6, 2022Parent Company Support Agreement • April 7th, 2022 • European Wax Center, Inc. • Services-personal services • New York
FORM OF SEVERANCE WAIVER AND EMPLOYMENT AGREEMENT AMENDMENTSeverance Waiver and Employment Agreement • February 24th, 2023 • European Wax Center, Inc. • Services-personal services
WHEREAS, EWC Ventures, LLC, a subsidiary of European Wax Center, Inc. (collectively, the “Company”), and [●] (the “Executive”) entered into an employment agreement dated [●] for the purpose of establishing the terms and conditions of Executive’s employment (the “Employment Agreement”);
PURCHASE AGREEMENTPurchase Agreement • November 8th, 2021 • European Wax Center, Inc. • Services-personal services • Delaware
PURCHASE AGREEMENT, dated [__], 2021 (this “Agreement”), by and among the sellers listed on Schedule I hereto, as sellers (collectively, the “Sellers” and each, a “Seller”), and European Wax Center, Inc., a Delaware corporation, as purchaser (the “Purchaser”).
