OMNIBUS INVESTOR AGREEMENT
This Omnibus Investor Agreement (this Agreement) is made and entered into on and as of September 27, 2021 (the Effective Date), by and among LC9 Connected Holdings, LP, a Delaware limited partnership, (L Catterton), Icon Preferred Holdings, L.P. (Pamplona and together with L Catterton, the Institutional Investors), Scott R. Watterson, an individual residing in River Heights, UT (Watterson), SW ICON LLC, a Delaware limited liability company (together with Watterson, SW), Gary E. Stevenson, an individual residing in Bountiful, UT (Stevenson), GS ICON LLC, a Delaware limited liability company (together with Stevenson, GS), Robert C. Gay, an individual residing in Wellington, FL (Robert Gay), BG ICON LLC, a Nevada limited liability company, BG ICON II LLC, a Delaware limited liability company (together with Robert Gay, BG), Wen-Chung Ko, an individual residing in Yaoyuan Hsien, Taiwan (Ko and together with SW, GS, BG and the Institutional Investors, the Investors) and iFIT Health & Fitness Inc (f/k/a HF Holdings, Inc.), a Delaware corporation (the Company).
WHEREAS, reference is hereby made to (a) that certain Amended and Restated Investors Agreement, dated as of October 2, 2020, by and among L Catterton, Pamplona, SW, the Company and the other investors party thereto (the Investors Agreement), (b) that certain Securities Purchase Agreement, dated as of October 2, 2020, by and among L Catterton, Pamplona the Company (the Preferred SPA), (c) that certain subordinated promissory note issued to Pamplona on November 29, 2019 (the Pamplona Note) and (d) the Fourth Amended and Restated Certificate of Incorporation of the Company, filed on March 17, 2021, with the Secretary of State of the State of Delaware (as amended, Company COI and together with the Investors Agreement, the Preferred SPA and the Pamplona Note, the Stockholder Agreements);
WHEREAS, pursuant to the Pamplona Note, Pamplona is the holder of a subordinated promissory note with a principal balance equal to $200,000,000 (subject to increase for any PIK Payment (as defined in the Pamplona Note)) accruing interest at the rate of seven percent (7%) per annum (subject to increase as set forth therein), which such balance is payable on the conditions set forth in the Pamplona Note, including in connection with an Initial Public Offering (as defined in the Investors Agreement) and, in connection with an Initial Public Offering, Pamplona is entitled to the payment of the specified entitlements accrued in accordance with the terms of the Pamplona Note (such entitlement, the Pamplona Note IPO Entitlement and such amount determined as of any applicable date of determination and without reduction for any cash paid in respect thereof pursuant to this Agreement, the Pamplona Note IPO Entitlement Amount);
WHEREAS, pursuant to the Preferred SPA, each of the Institutional Investors purchased certain shares of Preferred Stock, $0.001 par value per share, of the Company (the Preferred Stock), which, among other things, are entitled to receive, in connection with an Initial Public Offering that is consummated on or prior to September 30, 2021, in respect of all but not less than all of the shares of Preferred Stock, a price equal to 125% of the Liquidation Value (as defined in the Company COI) of each such share of Preferred Stock, which, if an Initial Public Offering is not consummated on or prior to September 30, 2021, such price increases by an amount equal to 5% of the Liquidation Value on October 1, 2021 and on each six (6)-month anniversary of October 1, 2021 until the applicable mandatory prepayment event occurs (such entitlement, the Preferred Stock IPO Entitlement, such event, the Preferred Stock Entitlement Event and the amount thereof, as of any applicable date of determination and without reduction for any cash or stock paid or issued in respect thereof pursuant to this Agreement, the Preferred Stock IPO Entitlement Amount);