Amendment to Loss Restoration Agreement, dated September 30, 2024, by and between Interactive Strength Inc. and Vertical Investors LLC
Exhibit 10.2
AMENDMENT TO LOSS RESTORATION AGREEMENT
This AMENDMENT TO LOSS RESTORATION AGREEMENT (the “Amendment”) is dated and effective as of September 30, 2024 (the “Amendment Effective Date”), by and between INTERACTIVE STRENGTH, INC., a Delaware corporation (the “Borrower”) and VERTICAL INVESTORS, LLC, a Mississippi limited liability company (together with its successors assigns, the “Lender”).
RECITALS
WHEREAS, the Borrower and the Lender entered into and executed that certain Loss Restoration Agreement, dated as of April 24, 2024 (the “Loss Restoration Agreement”);
WHEREAS, in connection with the Loss Restoration Agreement, the Borrower issued to the Lender 1,500,000 shares of its Series A Preferred Stock;
WHEREAS, as of the Amendment Effective Date, an additional 59,668 shares of Series A Preferred Stock have been issued as dividends;
WHEREAS, pursuant to the terms of the Exchange Agreement, dated as of the date hereof, the Lender has agreed to exchange all of its Series A Preferred Stock for an equal number of the Borrower’s Series C Preferred Stock (the “Exchange”); and
WHEREAS, in connection with Exchange, the Borrower desires and has requested, and Lender is amenable to amending the Loss Restoration Agreement in certain respects, as set forth herein.
NOW, THEREFORE, in consideration of the premises and the mutual covenants of the parties hereinafter expressed and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, each intending to be legally bound, agree to amend the Loss Restoration Agreement, as follows:
Exhibit 10.2
“2. Borrower’s Obligation to Make Lender Whole. In the event the Net Trade Value received by Lender on or before December 31, 2025, is less than the total amount of Loan principal which has been exchanged for preferred stock or common stock of the Borrower plus interest which would have accrued and been due to Lender thereunder had Lender not exchanged such Loan principal for preferred stock or common stock (the “Total Loan Exchanged Amount”), within ten (10) business days of written demand therefor, Borrower shall pay to Lender via wire transfer in immediately available funds the amount that is equal to (i) Total Loan Exchanged Amount, less (ii) the Net Trade Value.”
“3. Application of Excess Amount. Conversely, in the event the Net Trade Value received by Lender on or before December 31, 2025, is greater than the Total Loan Exchange Amount plus 3.5% of the Total Loan Exchange Amount (being 3.5% in excess of the Total Loan Exchange Amount; such amount in excess, collectively, the “Excess Amount”), within thirty (30) days of the final determination of the Excess Amount, the Excess Amount shall be applied by Lender as follows:”
[Signatures on the following page]
Exhibit 10.2
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the day and year first above written.
The Borrower:
INTERACTIVE STRENGTH INC.
By:____/s/ Trent Ward___________________
Name: Trent Ward
Title: Chief Executive Officer
The Lender:
VERTICAL INVESTORS, LLC
By: Addicus Private Equity, LLC, its Manager
By: ___/s/ Stephen D. Miles ______________
Name: Stephen D. Miles
Title: Manager