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
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
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:
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
