F45 Training Holdings Inc. Common Stock, $0.00005 Par Value per Share Underwriting AgreementUnderwriting 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
EXECUTIVE EMPLOYMENT AGREEMENTExecutive 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 [•], 2021Stockholders’ Agreement • July 7th, 2021 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies
This Third Amended and Restated Stockholders’ Agreement (this “Agreement”) is made as of July [•], 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”), 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 Exempted Company incorporated in the Cayman Islands with Limited Liability, and L1 Capital Long Short (Master) Fund, an Exempted Company incorporated in the Cayman Islands with Limited Liability (together with L1 Capital LSF, L1 LSF Limited, and L1 Global Master Fund, the “L1 Holders”, and the L1 Holders, together with MWIG and KLIM, the “Major Investors” and each a “Major Inves
PROMOTIONAL AGREEMENTPromotional 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.”
F45 TRAINING HOLDINGS INC. 2021 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • July 7th, 2021 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies • Delaware
Unless otherwise defined herein, the terms defined in the F45 Training Holdings Inc. 2021 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Restricted Stock Unit Award Agreement (the “Award Agreement”).
F45 TRAINING HOLDINGS INC. 2021 EQUITY INCENTIVE PLAN DIRECTOR RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • July 7th, 2021 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies • Delaware
Unless otherwise defined herein, the terms defined in the F45 Training Holdings Inc. 2021 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Director Restricted Stock Award Agreement (the “Award Agreement”).
F45 TRAINING HOLDINGS INC. 2021 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENTStock Option Agreement • July 7th, 2021 • F45 Training Holdings Inc. • Wholesale-professional & commercial equipment & supplies • Delaware
Unless otherwise defined herein, the terms defined in the F45 Training Holdings Inc. 2021 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”).
