SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
This Second Amended and Restated Stockholders Agreement (this Agreement) is made as of December 30, 2020 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 Investor), and GIL SPE, LLC, a Delaware limited liability company (GIL SPE or the Founder, and together with the Major Investors and any subsequent stockholders or option holders, or any transferees, who become parties hereto, collectively, the Stockholders).
WHEREAS, the Company, MWIG, KLIM and GIL SPE entered into that certain Amended and Restated Stockholders Agreement dated as of October 6, 2020 (the Prior Stockholders Agreement);
WHEREAS, concurrently with the execution of this Agreement, the Company, the L1 Holders, MWIG and GIL SPE entered into a Stock Purchase Agreement, dated as of the date hereof, pursuant to which, among other things, the L1 Holders acquired an aggregate of 3,181,514 shares of Common Stock from MWIG and GIL SPE; and
WHEREAS, the Company and the Stockholders desire to enter into this Agreement to amend and restate the Prior Stockholders Agreement in its entirety and to provide for certain registration rights, voting rights and other rights and obligations related to the Shares, among other matters.
NOW, THEREFORE, intending to be legally bound and in consideration of the mutual provisions set forth in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
DEFINITIONS AND CONSTRUCTION
Section 1.1 Definitions. For the purposes of this Agreement:
Affiliate means, with respect to a specified Person, a Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, the specified Person. In addition, if the specified Person is an individual, the term Affiliate also includes (a) the individuals spouse, (b) the members of the immediate family (including parents, siblings and children) of the individual or of the individuals spouse, (c) any corporation, limited liability company, general or limited partnership, trust, association or other business or investment entity that directly or indirectly, through one or more intermediaries controls, is controlled by or is under common control with any of the foregoing individuals and (d) with respect to each L1 Holder, any other L1 Holder and any Person that L1 Capital Group serves as the investment manager for. For purposes of this definition, the term control (including the terms controlling, controlled by and under common control with) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by Contract or otherwise.