0000905148-25-003022 Sample Contracts
ROLLOVER AND SUPPORT AGREEMENTRollover and Support Agreement • August 18th, 2025 • Yucaipa American Alliance Fund Ii Lp • Hotels & motels • Delaware
ROLLOVER AND SUPPORT AGREEMENT (this “Agreement”), dated as of August 15, 2025, by and between Soho House & Co Inc., a Delaware corporation (the “Company”) and each of the stockholders of the Company listed on Schedule 1 attached hereto as holding the “Owned Shares” and “Rollover Shares” listed thereon (each, a “Reinvestment Stockholder” and collectively, the “Reinvestment Stockholders”).
August 15, 2025Voting Agreement • August 18th, 2025 • Yucaipa American Alliance Fund Ii Lp • Hotels & motels • Delaware
Reference is made to the Agreement and Plan of Merger dated as of the date hereof (as may be amended from time to time, the “Merger Agreement”), among EH Parent LLC, a Delaware limited liability company (“Parent”), EH MergerSub Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”) and Soho House & Co Inc., a Delaware corporation (the “Company”). All capitalized terms used but not otherwise defined herein shall have the respective meanings assigned thereto in the Merger Agreement.
August 15, 2025 Nick Jones The Manor House Station Road Bampton OX18 2LQ United Kingdom Re: Purchase of 4.4 Million Class B Shares of Soho House & Co Inc. Dear Nick:Purchase Agreement • August 18th, 2025 • Yucaipa American Alliance Fund Ii Lp • Hotels & motels
This letter agreement (“Agreement”) is being entered into concurrent with that certain Agreement and Plan of Merger, dated as of August 15, 2025 (as amended from time to time, the “Merger Agreement”) by and among EH Parent LLC, a Delaware limited liability company (“Parent”), EH MergerSub Inc., a Delaware corporation (“Merger Sub”), and wholly owned subsidiary of Parent, and Soho House & Co Inc., a Delaware corporation (Ticker: SHCO) (the “Company”), pursuant to which, among other things, it is intended that Merger Sub be merged with and into the Company, with the Company surviving such merger as the surviving company upon the terms and subject to the conditions set forth therein (the “Merger”).
August 15, 2025Rollover Side Letter • August 18th, 2025 • Yucaipa American Alliance Fund Ii Lp • Hotels & motels
Reference is made to (i) the Agreement and Plan of Merger dated as of the date hereof (as may be amended from time to time, the “Merger Agreement”), among EH Parent LLC, a Delaware limited liability company (“Parent”), EH MergerSub Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”) and Soho House & Co Inc., a Delaware corporation (the “Company”) and (ii) the Rollover and Support Agreement dated as of the date hereof (as may be amended from time to time, the “Rollover Agreement”), among the undersigned and the Company. All capitalized terms used but not otherwise defined herein shall have the respective meanings assigned thereto in the Merger Agreement. Pursuant to the Merger Agreement, at the Closing of the Merger each outstanding share of Company Common Stock (other than shares designated as Rollover Shares) will be cancelled and converted into the right to receive $9.00 per share in cash (the “Per Share Cash Consideration”). Pursuant to the Rollover Agr
August 15, 2025 Nick Jones The Manor House Station Road Bampton OX18 2LQ United Kingdom Re: Purchase of 4.4 Million Class B Shares of Soho House & Co Inc. Dear Nick:Share Purchase Agreement • August 18th, 2025 • Yucaipa American Alliance Fund Ii Lp • Hotels & motels
This letter agreement (“Agreement”) is being entered into concurrent with that certain Agreement and Plan of Merger, dated as of August 15, 2025 (as amended from time to time, the “Merger Agreement”) by and among EH Parent LLC, a Delaware limited liability company (“Parent”), EH MergerSub Inc., a Delaware corporation (“Merger Sub”), and wholly owned subsidiary of Parent, and Soho House & Co Inc., a Delaware corporation (Ticker: SHCO) (the “Company”), pursuant to which, among other things, it is intended that Merger Sub be merged with and into the Company, with the Company surviving such merger as the surviving company upon the terms and subject to the conditions set forth therein (the “Merger”).
JOINT FILING AGREEMENTJoint Filing Agreement • August 18th, 2025 • Yucaipa American Alliance Fund Ii Lp • Hotels & motels
The undersigned hereby agree that the statement on Schedule 13D with respect to the Class A Common Stock of Soho House & Co Inc. dated as of August 18, 2025 is, and any amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.