S-1

As filed with the Securities and Exchange Commission on July 30, 2015

Registration Statement No. 333-            

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

SoulCycle Inc.

(Exact name of Registrant as specified in its charter)

Delaware	7997	47-4018466
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

609 Greenwich Street

New York, NY 10014

(212) 787-7685

(Address, including zip code, and telephone number, including area code, of Registrants’ principal executive offices)

Melanie Whelan

Chief Executive Officer

SoulCycle Inc.

609 Greenwich Street

New York, NY 10014

(212) 787-7685

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Michael L. Zuppone, Esq. Paul Hastings LLP 75 East 55^th Street New York, NY 10022 (212) 318-6000 Facsimile: (212) 319-4090 Robert E. Buckholz, Esq. Sullivan & Cromwell LLP 125 Broad Street New York, NY 10004 (212) 558-4000 Facsimile: (212) 558-3588

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b- 2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer  ¨
Non-accelerated filer	x  (Do not check if a smaller reporting company)	Smaller reporting company  ¨

CALCULATION OF REGISTRATION FEE⁽¹⁾

Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price(2)	Amount of Registration Fee
Common Stock, par value $0.01 per share	$100,000,000	$11,620

(1) In accordance with Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”), the number of shares being registered and the proposed maximum offering price per share are not included in this table.

(2) Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(o) under the Securities Act.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is incomplete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JULY 30, 2015

Preliminary Prospectus

            shares

SoulCycle Inc.

Common Stock

This is the initial public offering of shares of our common stock. We are selling              shares of common stock. We currently anticipate the initial public offering price of our common stock to be between $         and $         per share.

Prior to this offering, there has been no public market for our common stock. We intend to apply to list the common stock on                                          under the symbol “            .”

Investing in our common stock involves risks. See “Risk Factors” beginning on page 15.

We are an “emerging growth company” as defined under the federal securities laws and, as such, may elect to comply with certain reduced public company reporting requirements for future filings. See “Prospectus summary—Implications of Being an Emerging Growth Company.”

	Per share	Total
Initial public offering price	$	$
Underwriting discounts and commissions	$	$
Proceeds to us, before expenses	$	$

To the extent the underwriters sell more than             shares of common stock, we have granted the underwriters an option for a period of 30 days to purchase up to             additional shares of common stock at the initial public offering price, less underwriting discounts and commissions.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Delivery of the shares of common stock will be made on or about                     .

Goldman, Sachs & Co. BofA Merrill Lynch Citigroup

William Blair Cowen and Company RBC Capital Markets

Prospectus dated                     , 2015

TABLE OF CONTENTS

Prospectus Summary	1
Risk Factors	15
Special Note Regarding Forward-Looking Statements	32
The Formation Transactions	34
Use of Proceeds	38
Dividend Policy	39
Capitalization	40
Dilution	41
Selected Consolidated Financial Data	43
Unaudited Pro Forma Consolidated Financial Information	46
Management’s Discussion and Analysis of Financial Condition and Results of Operations	50
Business	64
Management	73
Executive Compensation	77
Certain Relationships and Related Party Transactions	85
Security Ownership of Beneficial Owners and Management	91
Description of Capital Stock	93
Shares Eligible for Future Sale	98
Certain Material U.S. Federal Income Tax Considerations for Non-U.S. Holders	101
Underwriting	105
Conflicts of Interest	108
Validity of Common Stock	111
Experts	111
Where You Can Find More Information	111
Index to Consolidated Financial Statements	F-1

We have not authorized anyone to provide you with information different from that contained in this prospectus or in any free writing prospectus we have prepared. We take no responsibility for, and can provide no assurance as to the reliability of any other information that others may give you. We are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date.

Persons who come into possession of this prospectus and any such free writing prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to this offering and the distribution of this prospectus and any such free writing prospectus applicable to that jurisdiction.

SoulCycle, the SoulCycle Wheel and our respective designs, logos and phrases, among others, are our trademarks and/or registered trademarks under applicable intellectual property laws. Solely for convenience, we refer to our trademarks in this prospectus without the ^™ and ^® symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights to our trademarks. Unless otherwise indicated, all other trademarks and trade names appearing in this prospectus are the property of their respective owners. It should be noted that we have registered our marks domestically and abroad as provided herein (with other various applications pending); and we vigilantly protect and defend our intellectual property rights domestically and abroad.

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Note Regarding Formation Transactions and Basis of Presentation

We previously effected, and prior to the completion of this offering we will have effected, certain transactions which are referred to in this prospectus as the Formation Transactions. See “The Formation Transactions.” Unless otherwise stated, or the context otherwise requires, all information in this prospectus reflects the consummation of the Formation Transactions and the completion of this offering. As part of the Formation Transactions:

• On May 15, 2015, our predecessor, SoulCycle Holdings, LLC, or SCH, redeemed common units representing 25% of the then outstanding interests in our predecessor, and our predecessor converted into a corporation named SoulCycle Inc. As a result, Equinox Holdings, Inc., which we refer to in this prospectus as Equinox or EHI, correspondingly increased its ownership of SoulCycle Inc., as the successor upon the conversion, to 97% of the outstanding shares of our common stock, which it held through a wholly owned subsidiary, SoulCycle Intermediate Holdings LLC, or SIH, newly formed in connection with the transaction.

• Prior to the completion of this offering, our amended and restated certificate of incorporation will become effective and will effect a recapitalization of our common stock into a single class of common stock and a              for              stock split.

In addition, prior to the completion of this offering, EHI and its direct and indirect parents will effect successive distributions in kind of 100% of the membership interests in SIH to the indirect owners of EHI in order to spin off and separate SoulCycle Inc. from EHI.

SCH is the predecessor of the issuer, SoulCycle Inc., for financial reporting purposes. From the date of the conversion, May 15, 2015, forward, SoulCycle Inc. is the financial reporting entity. Accordingly, the historical consolidated financial information included in this prospectus is that of SCH and its subsidiaries.

See “The Formation Transactions” and “Certain Relationships and Related Party Transactions” for a description of the foregoing transactions.

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DEFINITIONS

• Classes: classes include each completed class held at a studio in any period.

• Existing studios: existing studios are studios that have been open for more than 12 months for any period.

• New studios: new studios are studios that have been open for 12 months or less for any period.

• Payback period: payback period is calculated as a proxy for the length of time required to recover the initial investment in a studio and is calculated by dividing the total cost to open a new studio by its cumulative Studio Contribution.

• Rides: rides include each rider’s attendance at a class for which a studio fee was paid in any period.

• Rides per day: rides per day is calculated by dividing the total number of paying rides by calendar days in the time period. This metric is used to analyze studio growth more accurately when comparing to timeframes that include more or fewer days.

NON-GAAP FINANCIAL MEASURES

Certain financial measures used in this prospectus, such as EBITDA, Adjusted EBITDA and Studio Contribution, are not recognized under generally accepted accounting principles or “GAAP.” We define those and other non-GAAP terms as follows:

• “Free Cash Flows” is defined as cash generated from operating cash flows less capital expenditures.

• “EBITDA” is defined as net income before depreciation and amortization, interest expense and provision for income taxes.

• “Adjusted EBITDA” and “Adjusted EBITDA Margin” are supplemental measures of our performance and are also the basis for performance evaluation under our executive compensation programs. Adjusted EBITDA is defined as net income before depreciation and amortization, interest expense and provision for income taxes, adjusted for the impact of certain non-cash and other items that we do not consider in our evaluation of ongoing operating performance. These items include, among other things, equity-based compensation expense and non-cash deferred rent charges, excluding amortization of landlord contributions. “Adjusted EBITDA Margin” is defined as, for any period, the Adjusted EBITDA for that period divided by the revenue for that period. We believe that Adjusted EBITDA and Adjusted EBITDA Margin are appropriate measures of operating performance because they eliminate the impact of expenses that do not relate to business performance.

EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin are included in this prospectus because they are key metrics used by management and our board of directors to assess our financial performance. EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin are frequently used by analysts, investors and other interested parties to evaluate companies in our industry.

EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin are not GAAP measures of our financial performance or liquidity and should not be considered as alternatives to net income as measures of financial performance, or cash flows from operations as measures of liquidity or any other performance measure derived in accordance with GAAP. Adjusted EBITDA and Adjusted EBITDA Margin should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. Additionally, EBITDA and Adjusted EBITDA are not intended to be measures of free cash flow for management’s discretionary use, as they do

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not reflect tax payments, debt service requirements, capital expenditures and certain other cash costs that may recur in the future, including, among other things, cash requirements for working capital needs and cash costs to replace assets being depreciated and amortized. Management compensates for these limitations by relying on our GAAP results in addition to using EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin as supplemental measures. Our measures of EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin are not necessarily comparable to similarly titled captions of other companies due to different methods of calculation.

• “Studio Contribution” is defined as, Adjusted EBITDA, less corporate expenses in Adjusted EBITDA, including compensation for corporate employees, rent and occupancy for corporate headquarters and general and administrative expenses related to our corporate overhead. “Studio Contribution Margin” is defined as, for any period, the Studio Contribution for that period, divided by the total revenue for that period. Studio Contribution and Studio Contribution Margin are supplemental measures of operating performance of our studios and our calculations thereof may not be comparable to similar measures reported by other companies. Studio Contribution and Studio Contribution Margin have limitations as analytical tools and should not be considered as substitutes for analysis of our results as reported under GAAP. We believe that Studio Contribution and Studio Contribution Margin are important measures to evaluate the performance and profitability of each studio, individually and in the aggregate. We also use Studio Contribution and Studio Contribution Margin information to benchmark our performance versus competitors.

For a reconciliation of net income and income from operations to EBITDA, Adjusted EBITDA and Studio Contribution, each non-GAAP measures, see “Selected Consolidated Financial Data” in this prospectus.

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PROSPECTUS SUMMARY

This summary highlights certain significant information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our common stock. You should carefully read the entire prospectus, including the section entitled “Risk Factors” and our consolidated financial statements and related notes, before you decide whether to invest in our common stock. If you invest in our common stock, you are assuming a high degree of risk. See the section entitled “Risk Factors.” References to “we,” “our,” “our company,” “us,” “the company” and “SoulCycle,” refer to SoulCycle Holdings, LLC and its consolidated subsidiaries with respect to periods prior to completion of the conversion transaction described herein and SoulCycle Inc. and its consolidated subsidiaries with respect to the period following completion of the conversion into a corporation on May 15, 2015.

Our Company

SoulCycle is a rapidly growing lifestyle brand that strives to empower our riders in an immersive fitness experience. Our founders, Elizabeth Cutler and Julie Rice, were introduced at a lunch ten years ago and quickly realized they shared a similar vision about the changing role of fitness in our society of over-programmed, always-connected consumers. Traditionally, exercise was viewed as a chore, a box that needed to be checked. We believe that fitness should be joyful, inspiring and help people connect with their true and best selves.

What started as a single, 31-bike indoor cycling studio on the Upper West Side of New York City has transformed into a high growth lifestyle brand that, as of March 31, 2015, comprised a community of over 300,000 unique riders in 38 studios across the United States and with social media followers around the world. We believe SoulCycle is leading the global trend towards healthy living and a lifelong quest for meaning, wellness and personal growth.

Our community’s passion for our brand has helped us to deliver strong financial and operating performance, as illustrated by the following:

• Expanded studio count from 12 studios in 2012 to 36 studios in 2014, representing a compounded annual growth rate “CAGR” of 73%;

• Increased classes conducted and rides from approximately 25,000 and 969,000 in 2012 to over 81,000 classes and 2.9 million rides in 2014;

• Expanded total revenue from $36.2 million in 2012 to $112.0 million in 2014, representing a CAGR of 76%;

• Increased Adjusted EBITDA from $11.2 million in 2012 to $35.7 million in 2014, representing a CAGR of 78% and an Adjusted EBITDA Margin of 32% in 2014; and

• Increased income from operations from $7.8 million in 2012 to $26.5 million in 2014.

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For a reconciliation of income from operations to Adjusted EBITDA, a non-GAAP measure, see “Selected Consolidated Financial Data” in this prospectus.

Our Soul

We Aspire to Inspire.    Our mission is to bring Soul to the people. SoulCycle instructors guide riders through an inspirational, meditative fitness experience designed to benefit the body, mind and soul. Set in a dark, candlelit room to high-energy music, our riders move in unison as a pack to the beat, and follow the cues and choreography of the instructor. The experience is tribal. It is primal. And it is fun.

Our classes follow a signature format, yet every SoulCycle experience is unique. Produced to engage every single rider, each carefully curated “cardio party” is fueled by the personalities of our instructors, their uniquely crafted musical playlists and the energy of the room. The signature class includes approximately 35–40 minutes of riding, a five to eight minute upper-body strength series using hand weights and a three minute cool-down stretch. During the class, the instructor leads the rider on an emotional journey that runs parallel to the physical workout. We believe the combination of the physical, musical and emotional aspects of the ride leaves riders inspired and connected to both the brand and the community. Based on the impact we’ve had on our riders’ physical and mental well-being, we believe SoulCycle is more than a business, it’s a movement.

Your Soul Matters.    We are a “culture of yes.” Our core values are service and hospitality. We believe every ride matters; every rider matters. All of our employees complete initial, as well as ongoing, hospitality training at our “Soul University” to ensure exceptional service across the organization. We empower our managers to treat their studio as their own business and believe this helps foster the entrepreneurial culture upon which we were founded. We care, we work hard and we work together as a team. We encourage our teams to ride as much as they can, as we believe that motivated, engaged and well-trained employees are the key to cultivating our rider communities. We invest considerably in celebrating our teams through programs (such as weekly “SOULccolade”) that reward hard work, creativity, resourcefulness and actions that embody the culture and spirit of our brand.

Pack. Tribe. Community.    At SoulCycle, our riders feed off the group’s shared energy and motivation to push themselves to their greatest potential. In becoming part of our community, our riders are instilled with greater awareness of not only their bodies but also their emotions. We believe this awareness leads to healthier decisions, relationships and lives. We are not a business that values only transactions, rather we create a community that cultivates and sustains relationships. Our immersive culture of inspiration and empowerment contributes to the engaged and connected rider base in each of our studios.

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What Sets SoulCycle Apart

We believe the following strengths define our lifestyle brand positioning and are key drivers of our success:

Our SOUL: An aspirational lifestyle brand.    Great brands often begin with an authentic and powerful origin story, and at SoulCycle, we created a radically innovative business that has resonated with consumers and the press since day one. We believe SoulCycle ignited the boutique fitness category and remains the industry’s defining brand.

From the beginning, SoulCycle has attracted a following that includes business leaders, social influencers and celebrities who were drawn to the idea of an elevated, meditative fitness experience. The explosive growth of our brand is fueled by an ever-expanding core of passionate fans who develop a powerful, emotional connection to SoulCycle and are proud to act as Soul evangelists spreading the word to friends, family and followers. We believe the distinctive SoulCycle experience creates passion and loyalty and generates tremendous word-of-mouth brand awareness, fueling our growth.

Our riders arrive early and stay after class to socialize with their fellow riders, the studio teams and instructors. Riders voraciously consume, comment on and share content from our blog and social media channels. SoulCycle apparel has become the uniform of choice both inside and outside the studios. Our silver retail bags can be seen in airports, on street corners and in households across the country. We do not have a target demographic because at SoulCycle, ANYONE can be an Athlete, a Legend, a Warrior, a Renegade or a Rockstar. It is the place people come, regardless of their age, athletic ability, size, shape, profession or personality, to connect with their best selves.

In 2014, SoulCycle had over 10,000 unsolicited print and online press placements across local and national news outlets, including publications ranging from The New York Times and The Wall Street Journal to current events and fashion periodicals such as Vanity Fair and Vogue. Furthermore, SoulCycle was included in television programs covering topics ranging from news to pop culture with features in The Colbert Report, The Tonight Show Starring Jimmy Fallon and the prime time show NCIS.

We have been recognized as being an innovative force both within our industry and beyond, including our being voted one of the World’s Top 10 Most Innovative Companies in Fitness by Fast Company in 2013, and rated the sixth most influential brand on Twitter at the most recent Consumer Electronics Show.

We believe our riders’ engagement with our brand will continue to attract new riders and allow us to maintain what we believe to be our leading, industry-defining position.

What we provide: A one-of-a-kind fitness experience that inspires and delights.    Our focus is to change people’s relationship with exercise by creating a workout that doesn’t feel like WORK. We have accomplished this by consistently delivering an elevated fitness experience that is physically efficient and challenging, spiritually uplifting and above all else, FUN, paired with our focus on offering welcoming and personal service at every touchpoint.

SoulCycle is carefully curated to be different from a gym or a typical fitness experience. Visitors are greeted with a smile by our studio front desk staff, inspired to open themselves to the possibility of change by our instructors and embraced and encouraged by our community of riders. After the 45-minute journey, riders stay connected to the brand through conversations on our digital and mobile platforms. For many of our riders, SoulCycle is not about how much weight they can lose, rather, it’s about letting go, turning inward and finding the strength to meet life’s daily challenges, overcome

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obstacles and break through. SoulCycle isn’t in the business of changing bodies: it’s in the business of changing lives.

Our pioneering pay-per-class model is a key motivating factor: every time our customers step into one of our studios, they are making a choice to be there. We therefore consider ourselves obligated to ensure that riders enjoy and find value in each and every studio visit and interaction with our brand. Our studios currently average 72,000 rides per week and 30% of our weekly rides are reserved within the first 15 minutes of availability in the frenzied “Monday at noon” experience when riders can select classes for the upcoming week.

What we create: A community for our riders.    SoulCycle is a business built on relationships. It starts with our leadership and extends through our studio teams, instructors and corporate employees.

We build our rider communities by developing relationships with our riders and encouraging them to develop relationships with each other every day. The concept of community and mutual support is reinforced in every single SoulCycle class. We ride to the rhythm of the music, moving on the bikes together as a pack. We are accountable to one another during class, and we celebrate our journey together when class comes to a close. We believe the SoulCycle experience fosters loyal communities of riders whose relationships extend well beyond the doors of our studios.

Our physical studio communities are complemented by rapidly growing digital communities that include SoulCycle riders and those who have never ridden in our studios but connect with the SoulCycle lifestyle. As of December 31, 2014, SoulCycle’s social media presence included over 70,000 Instagram followers, 53,000 Facebook fans, 36,000 Twitter followers and 18,000 Spotify followers, driven by the approximately 235,000 unique riders who experienced SoulCycle in 2014.

We believe the community we create is essential to the inspiration of the brand and our engagement with our riders.

How we do it: Invest in scaling our empowered instructor and studio teams.    We are truly in the people business and place our instructors and studio teams at the core of our culture. We are intentional about hiring people who genuinely care about others, and who show the capacity to cultivate and sustain meaningful relationships. In hiring our studio teams, we value positivity and problem solving. Our instructor scouting team is always identifying and recruiting charismatic fitness professionals to audition for our eight-week proprietary training program.

At SoulCycle, we have created full-time careers for our instructors, which we believe is unique in the fitness industry. Our instructors teach indoor cycling only at SoulCycle and receive an attractive compensation and benefits package. We want our instructors to feel like they have a real career path at SoulCycle and believe this is a key differentiator versus competitors in the fitness industry.

Our overall training philosophy provides “freedom within a framework” to create structure, but not limit creativity and entrepreneurialism, as we believe empowered employees are the most engaged. In addition to our eight-week instructor training program, we have created “Soul University” with over 45 proprietary training programs to scale the distinctive culture and service of our studio operation.

We believe our instructors and studio teams are not only integral to the class experience, but also core to our brand’s culture and community.

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What the numbers say: Highly attractive financial profile and unit economic returns.    We believe SoulCycle is portable across markets, as demonstrated by our national presence. The size and layout of our studios are also flexible, as our studios generally range between 2,000 and 5,500 square feet. On average, in 2014, our studios generated annual studio revenue of $4 million and a Studio Contribution Margin of 53%. We believe we have highly attractive new studio economics and target payback periods of approximately three years. Our compelling unit economics, combined with our focus on profitable growth, help drive an Adjusted EBITDA Margin greater than 30%. We also generate strong Free Cash Flows.

Who we are: An inspired and passionate management team.    Our company is led by our chief executive officer, Melanie Whelan. Drawing from her prior management experience with Equinox, the Virgin Group and Starwood Hotels & Resorts, Ms. Whelan has helped lead SoulCycle’s growth since 2012 by managing and scaling the 38-studio field operation as well as overseeing all corporate functions. Our founders, Elizabeth Cutler and Julie Rice, who serve as our co-chief creative officers, have been recognized by multiple third parties as leading innovators and as the creators of one of the most influential brands. Our chief financial officer, Larry M. Segall, a member of SCH’s board of managers since 2011, recently joined us from Equinox, having served as its chief financial officer over the past 10 years, a position where he was directly responsible for the oversight of all aspects of our financial, accounting and administrative functions.

SoulCycle’s Growth Strategy

Key elements to our growth strategy are:

Expanding our studio base.    We believe that new studio openings present one of the greatest opportunities to continue to drive growth. Since opening our first studio in 2006, we have expanded significantly and as of March 31, 2015, operate 38 studios across seven metropolitan areas. We believe there is significant whitespace to continue expanding in both existing and new U.S. markets, with both urban and suburban locations and a long-term opportunity to grow our current SoulCycle domestic footprint to at least 250 studios. We have a disciplined site selection process and employ rigorous analytics to identify new studio locations in attractive markets. We opened 11 new studios in 2014 and 13 studios in 2013. Over the past several years, we have invested in our infrastructure and personnel and believe that our company is well-positioned to open at least 10 to 15 new studios per year for the next several years. In addition, we believe that the SoulCycle brand can be successfully transported abroad, as demonstrated by international recognition and social media followers, which would represent growth incremental to our planned domestic footprint.

Optimizing our market presence.    Given the passion and loyalty within our current community and growing brand awareness in circles outside our footprint, we believe there is an opportunity to optimize our market presence as measured by rides per day. We have several initiatives underway to both attract new riders and increase the frequency of rides by our existing community. Such initiatives include “clustering” of new studios in existing markets to further increase brand awareness, increasing engagement through targeted messaging and our website and enhancing the in-studio experience through amenity and technology-based service programs. The SoulCycle community is committed, engaged and outsized given our current 38 studio footprint as of March 31, 2015.

Growing the SoulCycle community.    We continue to grow the SoulCycle community through our grassroots marketing initiatives, our digital and social customer engagement programs and our corporate social responsibility activities. This strong engagement with our community elicits inspiring rider testimonials, which are published on our website and attracted approximately 11.0 million visits in 2014. As part of our hospitality-focused culture, we maintain continual dialogue with our riders through

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our “Your Soul Matters” team, responding to 50,000 rider emails annually, and our Twitter feed, which primarily consists of conversations: riders actively reaching out and receiving an immediate response in real-time. We will continue to increase our social media presence through Instagram, Facebook, Twitter and Spotify as part of our relentless commitment to customer service. We welcome the opportunity to give back to our communities by creating impactful experiences for their charitable organizations. The meaningful community interactions across our digital platforms and our corporate social responsibility initiatives nurture the continued growth of our brand.

Brand extension opportunities.    We believe we can continue to extend and monetize the SoulCycle brand beyond the walls of our studios primarily in the areas of retail and digital content.

Retail

Our branded retail line of apparel, sourced from a selective assortment of premium brands, strengthens rider engagement and allows us to garner a larger share of riders’ spend. We unveil a new, limited production, retail collection every month to generate excitement about the latest product as well as an urgency to purchase these latest offerings given their limited availability. Our line was recently featured in Women’s Wear Daily, Self and LuckyShops. We believe there is a considerable opportunity to expand our retail brand going forward.

Digital

We believe a clear opportunity exists to expand our digital platform with content created or curated by our world-renowned instructor talent. Additionally, we believe there is also an opportunity to expand SoulCycle class content to an “at-home” audience. We intend to explore these brand extension opportunities going forward.

Corporate Information

SoulCycle Inc., was incorporated as a Delaware corporation on May 15, 2015. Our predecessor, SoulCycle Holdings, LLC, was organized as a Delaware limited liability company on March 25, 2011 as the successor to a business founded by our founders in 2006. We currently conduct all operations through our wholly-owned subsidiaries. We are headquartered in New York, New York. Our principal executive and administrative offices are located at 609 Greenwich Street, New York, New York 10014, and our telephone number at this location is (212) 787-7685. Our corporate website address is www.soul-cycle.com. Information included or referred to on, or otherwise accessible through, our website is not deemed to form a part of, or be incorporated by reference into, this prospectus.

Summary Risk Factors

We are subject to a number of risks, including risks that may prevent us from achieving our business goals and objectives or that may adversely affect our business, financial condition, results of operations, cash flows and prospects. You should carefully consider the risks discussed in the section entitled “Risk Factors,” including the following risks, before investing in our common stock:

• our success depends on our ability to maintain the value and reputation of our brand;

• we may be unable to attract and retain riders, which could have a negative effect on our business and rate of growth;

• our business is geographically concentrated, and a failure to gain acceptance in new markets may have an adverse effect on our business and rate of growth;

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• the level of competition we face could negatively impact our revenue growth and profitability; and

• we may not be able to successfully execute our growth strategy or effectively manage our growth.

Summary of Formation Transactions

Prior to the consummation of the Redemption-Related and Separation-Related Transactions described below (which we refer to as the Formation Transactions), EHI, our founders, Elizabeth P. Cutler and Julie J. Rice and trusts for the benefit of their respective families and an employee special purpose vehicle comprised the only members holding membership interests in SCH.

The Redemption-Related Transactions

The Redemption-Related Transactions were consummated on May 15, 2015. In connection with these transactions:

• EHI contributed its membership interests representing a 72% interest in SCH to SIH;

• SCH borrowed $169,000,000 under a credit agreement SCH entered into on that date and obtained equity contributions of $10,750,000 from EHI to redeem membership interests representing a 25% interest in SIH out of the 27% interest in SCH then owned by our founders and their family trusts in exchange for a payment to each founder and her respective family trust of $89,875,000, including reimbursement of expenses;

• The employee special purpose vehicle retained its membership interests representing a 1% interest in SCH; and

• SCH converted from a limited liability company into a corporation named SoulCycle Inc., resulting in an ownership structure pursuant to which, by agreement among the parties:

• SIH held 970,000 shares of our class B common stock (representing 97% of the common stock then outstanding);

• Our founders and their family trusts held 20,000 shares of our class A common stock (representing 2% of the common stock then outstanding). Our founders also held unvested options to purchase 33,334 shares of our class A common stock (representing 3% of the common stock then outstanding on a fully diluted basis); and

• The employee special purpose vehicle held 10,000 restricted shares of our class B common stock (representing 1% of the common stock then outstanding), which were subsequently distributed to certain employees who were its owners upon the liquidation of the vehicle.

The shares of class A and class B common stock described above do not reflect the recapitalization of our common stock into a single class of common stock and      for      stock split, as described below, that will occur prior to the completion of this offering. Our class A common stock possesses certain major decision approval and governance-related rights that will be eliminated as a result of our planned recapitalization discussed under “The Offering” below.

The Separation-Related Transactions

The Separation-Related Transactions will be consummated prior to the completion of this offering in order to spin off and separate SIH and SoulCycle Inc. from EHI. EHI and its direct and indirect

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parents will effect a series of successive distributions in kind of 100% of the membership interests in SIH to the direct and indirect members of Related Equinox Holdings II, L.L.C., or REH II, who are the ultimate indirect owners of EHI. In connection with the separation:

• We will grant to REH II option-holders options to purchase a corresponding number of shares of our common stock, in aggregate              shares of common stock (representing         % of the common stock then outstanding on a fully diluted basis). These options upon exercise will not dilute other stockholders as a result of SIH’s share delivery obligation described below.

• We will enter into an agreement with SIH which obligates it to deliver to us, at our direction, a number of the outstanding shares of common stock owned by it sufficient to satisfy our obligations to deliver shares upon the exercise of such options.

• REH II will transfer SIH membership interests to certain EHI employees who elect a complete redemption of REH II class S preferred shares to be issued to them in connection with the separation. These SIH membership interests will represent a right to receive up to an aggregate of                 shares of common stock (representing     % of the common stock then outstanding on a fully diluted basis). SIH will be obligated to distribute to these SIH members the underlying shares of our common stock no earlier than 18 months thereafter or upon the earlier vote of the holders of a majority of SIH’s membership interests.

See “The Formation Transactions” and “Certain Relationships and Related Party Transactions” for a description of the foregoing transactions.

Recapitalization

Prior to the completion of this offering, our amended and restated certificate of incorporation will become effective. Our amended and restated certificate of incorporation will effect a recapitalization of our class A common stock and class B common stock into a single class of common stock and a                  for                  stock split.

Implications of Being an Emerging Growth Company

As a company with less than $1.0 billion in revenue during our most recently completed fiscal year, we qualify as an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as modified by the Jumpstart Our Business Startups Act of 2012, referred to as the JOBS Act. As an emerging growth company, we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable generally to public companies that are not emerging growth companies. We may take advantage of the following provisions:

• reduced disclosure about our executive compensation arrangements;

• no non-binding shareholder advisory votes on executive compensation or golden parachute arrangements; and

• exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting.

We may take advantage of these exemptions for up to five years or such earlier time that we are no longer an emerging growth company. We will cease to be an emerging growth company upon the earliest of: (i) the end of the fiscal year following the fifth anniversary of the IPO; (ii) the first fiscal year after our annual gross revenues are $1.0 billion or more; (iii) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt securities; or (iv) the

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end of any fiscal year in which the market value of our common stock held by non-affiliates exceeded $700 million as of the end of the second quarter of that fiscal year.

We have taken advantage of reduced disclosure regarding executive compensation arrangements in this prospectus, and we may choose to take advantage of some, but not all, of these reduced disclosure obligations in future filings while we remain an emerging growth company. If we do, the information that we provide stockholders may be different than the information that other public companies provide stockholders.

The JOBS Act permits an emerging growth company, such as us, to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. We have chosen to “opt out” of this provision and, as a result, we will comply with new or revised accounting standards as required when they are adopted. This decision to opt out of the extended transition period under the JOBS Act is irrevocable.

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The Offering

Common stock offered                 shares

Underwriters’ option to purchase additional shares                 shares

Common stock to be outstanding after this offering                 shares

Use of proceeds We estimate the net proceeds from this offering to us will be approximately $         million, or approximately $         million if the underwriters exercise their option to purchase additional shares in full, based on an initial public offering price of $         per share after deducting estimated offering expenses payable by us and underwriting discounts and commissions.

We intend to use the net proceeds to repay debt and pay EHI’s deferred tax distribution claim. The remaining net proceeds will be used for capital expenditures, working capital and other general corporate purposes. See the section entitled “Use of Proceeds.”

Conflicts of interest Because affiliates of Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Citigroup Global Markets Inc. are lenders under our credit agreement, each of Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Citigroup Global Markets Inc. is deemed to have a conflict of interest under Rule 5121 of the Financial Industry Regulatory Authority, which we refer to as Rule 5121. Accordingly, this offering will be conducted in accordance with Rule 5121. See “Underwriting—Conflicts of Interest.”

Directed share program The underwriters have reserved for sale, at the initial public offering price, up to approximately             shares of our common stock being offered for sale to our directors, officers and certain employees and other parties related to the company. The number of shares available for sale to the general public in this offering will be reduced to the extent these persons purchase reserved shares. Any reserved shares not purchased will be offered by the underwriters to the general public on the same terms as the other shares.

Proposed                     symbol “                ”

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The number of shares of our common stock to be outstanding immediately after this offering is based on the number of shares to be outstanding after giving effect to the Formation Transactions, and excludes:

•                  shares of common stock reserved for issuance under our 2015 Omnibus Incentive Plan consisting of (i)             shares of common stock issuable upon the exercise of options previously granted to certain employees, including executive officers, and (ii)              additional shares of common stock reserved for future issuance; and

•                  shares of common stock issuable upon the exercise of the options granted to our founders in connection with the Redemption-Related Transactions.

Except as otherwise indicated, all information contained in this prospectus assumes:

• an offering price of $         per share of common stock, which is the mid-point of the range set forth on the cover of this prospectus;

• the underwriters do not exercise their option to purchase up to             additional shares of our common stock;

• the filing of our amended and restated certificate of incorporation and the adoption of our amended and restated bylaws prior to the completion of this offering;

• the completion of a recapitalization resulting in a single class of authorized and outstanding common stock upon the filing of our amended and restated certificate of incorporation;

• the completion of a              for              split of our common stock upon the filing of our amended and restated certificate of incorporation; and

• our issuance of             shares of common stock in this offering.

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Summary Historical and Pro Forma Consolidated Financial and Other Data

Pro Forma

The following tables present the summary historical and pro forma consolidated financial and other data for SoulCycle Holdings, LLC and its subsidiaries. SoulCycle Holdings, LLC is the predecessor of the issuer, SoulCycle Inc., for financial reporting purposes and accordingly this prospectus contains the historical financial statements of SoulCycle Holdings, LLC. The summary consolidated statement of operations data for each of the years ended December 31, 2014, 2013 and 2012 and the summary consolidated balance sheet data as of December 31, 2014 and 2013 are derived from the audited consolidated financial statements of our predecessor and its subsidiaries contained herein. The summary consolidated statement of operations data for the three months ended March 31, 2015 and 2014 and the summary consolidated balance sheet data as of March 31, 2015 are derived from the unaudited consolidated financial statements of our predecessor and its subsidiaries included in this prospectus. In the opinion of our management, such unaudited financial statements reflect all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the results for those periods.

The results of operations for the periods presented below are not necessarily indicative of the results to be expected for any future period and the results for any interim period are not necessarily indicative of the results that may be expected for a full fiscal year. The information set forth below should be read together with the “Selected Consolidated Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the accompanying notes appearing elsewhere in this prospectus.

The summary unaudited pro forma financial data for the year ended December 31, 2014 and as of and for the three months ended March 31, 2015 give effect to the Redemption-Related Transactions, as described in “The Formation Transactions—The Redemption–Related Transactions,” the subsequent grant of options to purchase our common stock to certain of our employees following the Redemption-Related Transactions, the completion of the planned recapitalization of our common stock into a single class of common stock and          for          stock split and the completion of this offering, including the repayment of $             of outstanding indebtedness under our credit agreement and the payment to EHI of approximately $15.1 million to satisfy the deferred tax distribution claim, as described in “Use of Proceeds,” as if all such transactions had occurred on January 1, 2014, in the case of the summary unaudited pro forma consolidated statement of operations data, and as of March 31, 2015, in the case of the summary unaudited pro forma consolidated balance sheet data. The unaudited pro forma financial information includes various estimates which are subject to material change and may not be indicative of what our operations or financial position would have been had this offering and related transactions taken place on the dates indicated, or that may be expected to occur in the future. See “Unaudited Pro Forma Consolidated Financial Information” for a complete description of the adjustments and assumptions underlying the summary unaudited pro forma consolidated financial data.

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	Historical SoulCycle Holdings, LLC										Pro Forma SoulCycle Inc.(1)
	For the three months ended, March 31,				For the year ended, December 31,						For the three months ended, March 31,	For the year ended December 31,
	2015		2014		2014		2013		2012		2015	2014
(000’s):	(unaudited)										(unaudited)
Consolidated Statement of Operations Data
Revenue:
Studio fees	$	29,787	$	19,265	$	93,776	$	62,740	$	30,812
Other revenue		5,045		3,528		18,175		12,568		5,358
Total revenue		34,832		22,793		111,951		75,308		36,170
Expenses:
Compensation and related		12,781		8,846		42,200		28,227		14,979
General and administrative		6,158		3,988		20,814		14,972		7,392
Rent and occupancy		3,218		1,762		9,053		6,053		2,829
Depreciation and amortization		2,414		1,379		6,905		3,334		1,150
Retail cost of sales		1,691		1,111		6,440		4,145		1,975
Total operating expenses, net		26,262		17,086		85,412		56,731		28,325
Income from operations		8,570		5,707		26,539		18,577		7,845
Interest expense, net		63		71		302		148		8
Income before income taxes		8,507		5,636		26,237		18,429		7,837
Provision for income taxes		392		193		908		632		214
Net income	$	8,115	$	5,443	$	25,329	$	17,797	$	7,623
Pro forma net income per share data(1):
Pro forma weighted average shares outstanding:
Basic
Diluted
Pro forma net income available per share:
Basic
Diluted

	Pro forma SoulCycle Inc.(1)	Historical SoulCycle Holdings, LLC		Historical SoulCycle Holdings, LLC
	March 31, 2015	March 31, 2015		December 31, 2014		December 31, 2013
(000’s):	(unaudited)
Consolidated Balance Sheet Data:
Cash and cash equivalents		$	6,551	$	5,762	$	4,657
Total assets			97,157		85,601		54,430
Total debt			3,798		3,806		3,837
Members’/stockholders’ equity			57,862		49,747		28,112

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(1) Pro forma figures give effect to the Redemption-Related Transactions, subsequent grant of options to purchase our common stock to certain of our employees, the recapitalization and stock split and this offering, including the repayment of outstanding indebtedness under our credit agreement and the payment of EHI’s deferred tax distribution claim. See “Unaudited Pro Forma Consolidated Financial Information” for a detailed presentation of the unaudited pro forma financial information.

	For the three months ended, March 31,						For the year ended, December 31,
	2015			2014			2014			2013			2012
Other Financial and Operating Data:	(unaudited)						(unaudited)
Studios open at beginning of period		36			25			25			12			7
Studios open at end of period		38			26			36			25			12
Classes		25,641			17,747			81,317			52,766			25,126
Rides		934,500			614,879			2,889,159			1,970,899			969,104
Rides per day		10,378			6,831			7,916			5,400			2,648
Adjusted EBITDA ($000’s)		12,271			7,370			35,687			23,304			11,212
Adjusted EBITDA Margin		35.2	%		32.3	%		31.9	%		30.9	%		31.0	%
Studio Contribution ($000’s)		19,320			12,025			59,193			41,750			19,446
Studio Contribution Margin		55.5	%		52.8	%		52.9	%		55.4	%		53.8	%

	For the three months ended March 31,				For the year ended December 31,
	2015		2014		2014		2013		2012
(000’s)	(unaudited)				(unaudited)
EBITDA Reconciliation:
Net income	$	8,115	$	5,443	$	25,329	$	17,797	$	7,623
Provision for income taxes		392		193		908		632		214
Interest expense, net of interest income		63		71		302		148		8
Income from operations		8,570		5,707		26,539		18,577		7,845
Depreciation and amortization		2,414		1,379		6,905		3,334		1,150
EBITDA		10,984		7,086		33,444		21,911		8,995
Components of Adjusted EBITDA:
Amortization of deferred rent(a)		827		277		1,832		1,320		669
Other expense(b)		460		7		411		73		1,548
Adjusted EBITDA		12,271		7,370		35,687		23,304		11,212
Corporate expenses(c)		7,049		4,655		23,506		18,446		8,234
Studio Contribution	$	19,320	$	12,025	$	59,193	$	41,750	$	19,446

(a) Reflects the extent to which our GAAP rent expense for the period, excluding amortization of landlord contributions, has been above or below our cash rent payments.

(b) Other expense is comprised of the impact of certain non-cash and other items that we do not consider in our evaluation of ongoing operating performance. These items include, among other things, equity-based compensation expense and loss on disposal of assets.

(c) Corporate expenses are comprised of compensation for corporate employees, rent and occupancy for corporate headquarters and general and administrative expenses related to our corporate overhead.

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RISK FACTORS

An investment in our common stock involves a high degree of risk. In deciding whether to invest, you should carefully consider the following risk factors, as well as the financial and other information contained in this prospectus, including our consolidated financial statements and related notes. Any of the following risks could have a material adverse effect on our business, financial condition, results of operations or prospects and cause the value of our stock to decline, which could cause you to lose all or part of your investment. Additional risks and uncertainties of which we are unaware, or that we currently deem immaterial also may become important factors that affect us.

Risks Related to Our Business and Industry

Our success depends on our ability to maintain the value and reputation of our brand.

Our success depends on the value and reputation of the SoulCycle brand. The SoulCycle name is integral to our business as well as to the implementation of our strategies for expanding our business. Maintaining, promoting and positioning our brand will depend largely on the success of our ability to provide a consistent, high quality rider experience and our marketing, merchandising and community-building efforts. We rely on social media, as one of our marketing strategies, to have a positive impact on both our brand value and reputation. Our brand could be adversely affected if we fail to achieve these objectives or if our public image or reputation were to be tarnished by negative publicity. We have also benefited in the past from favorable publicity related to celebrities riding in our studios. If in the future we lose such celebrity ridership, this could have a negative effect on our business. Additionally, while we devote considerable efforts and resources to protecting our intellectual property, if these efforts are not successful, the value of our brand may be harmed. Our failure to maintain the value and reputation of our brand could have a material adverse effect on our financial condition and growth rate .

We may be unable to attract and retain riders, which could have a negative effect on our business and rate of growth.

The performance of our studios is dependent on our ability to continuously attract and retain riders, and we cannot be sure that we will be successful in these efforts, or that rider levels at our studios will not materially decline. There are numerous factors that could lead to a decline in ridership levels at established studios or that could prevent us from increasing our ridership levels at newer studios, including harm to our reputation, a decline in our ability to deliver quality service at a competitive cost, the opening of new studios that may have the potential to cannibalize store sales in existing areas, the heightened presence of direct and indirect competition in the areas in which the studios are located, the decline in the public’s interest in fitness through cycling, a deterioration of general economic conditions and a change in consumer spending preferences or buying trends. As a result of these factors, we cannot be sure that our ridership levels will be adequate to maintain or permit the expansion of our operations. A decline in ridership levels may have a material adverse effect on our financial condition and results of operations and growth rate.

Our business is geographically concentrated, and a failure to gain acceptance in new markets may have an adverse effect on our business and rate of growth.

As of March 31, 2015, we operate in seven metropolitan areas, all in the coastal areas of the United States, and our studios in the New York metropolitan area and in and around Los Angeles and San Francisco generated approximately 95% of our revenues for the three months ended March 31, 2015 and 97% of our revenues for the year ended December 31, 2014. We may not find as much demand in other markets and our brand may not gain the same acceptance. A failure to gain

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acceptance in new markets may have a material adverse effect on our financial condition and results of operations and growth rate. The benefits of our brand may also be diluted by the presence of multiple locations in the same market.

In addition, due to our geographic concentration, adverse weather conditions, such as regional winter storms, could cause temporary or prolonged closures of our studios and decreased rider attendance. Adverse economic conditions or increased competition in those areas, especially in New York City, could have a disproportionate adverse effect on our financial condition, results of operations and growth rate.

The level of competition we face could negatively impact our revenue growth and profitability.

The level of competition we face is high and continues to increase. In each of the markets in which we operate, we compete with other cycling oriented competitors, general health and fitness clubs, private studios, amenity and condominium clubs and, to a certain extent, the home-use fitness equipment industry that offer or make available cycling alternatives. We also compete with other cycling oriented competitors, other entertainment and retail businesses for the discretionary income of our target demographics. We might not be able to compete effectively in the future in the markets in which we operate. We may face new competitors that enter our market with greater resources than us and such competition may be detrimental to our business. These competitive conditions may limit our ability to increase fees without a material loss in ridership, attract new riders and attract and retain qualified personnel.

The number of competitor studios and other venues such as fitness clubs that offer lower pricing for a cycling experience and a lower level of service continues to grow in our markets. These studios and other venues have attracted, and may continue to attract, riders away from our studios. In addition, large competitors could enter the urban markets in which we operate to open a chain of studios in these markets through one or a series of acquisitions.

The market for technical athletic apparel is highly competitive. Competition may result in pricing pressures, reduced profit margins or lost market share or a failure to grow our market share, any of which could substantially harm our business and results of operations. We compete against direct retailers of athletic apparel, including large, diversified apparel companies with substantial market share and established companies expanding their production and marketing of technical athletic apparel, as well as against retailers specifically focused on women’s athletic apparel.

We may not be able to successfully execute our growth strategy or effectively manage our growth.

Our growth strategy contemplates a significant expansion in the number of studios we operate. Successful implementation of our growth strategy will require significant expenditures before any substantial associated revenue is generated. Many of our existing studios are still relatively new. We cannot assure you that our recently opened or future studios will generate revenue and cash flow comparable with those generated by our existing mature studios. Furthermore, we cannot assure you that our new studios, on average, will continue to mature at the same rate as our existing studios, especially if economic conditions deteriorate.

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We rely on a limited number of vendors for our retail product offerings and a single supplier and single producer for development, manufacturing and shipping of our bikes. A loss of any of our vendors or our bike producer could negatively effect our business.

Three of our vendors accounted for 65% of our retail sales for the three months ended March 31, 2015. Our ability to offer retail collections and our retail sales could be substantially curtailed if one or more of these vendors were to cease, decrease or delay supply of our products, whether for voluntary or involuntary reasons, or if the retail products they supply have quality issues.

We currently rely on one supplier and one producer for our bikes. Our reliance on a sole producer for our bikes increases our risks since we do not currently have an alternative or replacement manufacturer. In the event of interruption from our producer we may not be able to develop alternate or secondary sources without incurring material additional costs and substantial delays.

We have grown rapidly in recent years and have limited operating experience at our current scale of operations. If we are unable to manage our operations at our current size or are unable to manage any future growth effectively, our brand image and financial performance may suffer.

We have expanded our operations rapidly and have limited operating experience at our current size. If our operations continue to grow, we will be required to continue to expand our studio development and sales and marketing, to upgrade our management information systems and other processes and to obtain more space for our expanding administrative support and other headquarter personnel. Our continued growth could strain our existing resources, and we could experience ongoing operating difficulties in managing a greater number of geographically dispersed studios. These difficulties could result in the erosion of our brand image and could have a material adverse effect on the growth rate of our business and our financial condition and operating results.

Our newly opened studios may negatively impact our financial results in the short-term, and may not achieve sales and operating levels consistent with our more mature studios on a timely basis or at all.

We have actively pursued new studio growth and plan to continue doing so in the future. We cannot assure you that our new studio openings will be successful or reach the sales and profitability levels of our mature studios. Our studios typically reach maturity in the second year of continuous operation. New studio openings may negatively impact our financial results in the short-term due to the effect of studio opening costs, lower ridership sales and contribution on overall profitability during the initial period following opening. New studios build their sales volume and their rider base over time and, as a result, generally have lower margins and higher operating expenses, as a percentage of revenue, than our more mature studios. New studios may not achieve sustained ridership sales and operating levels consistent with our more mature studio base on a timely basis, or at all. This may have an adverse effect on our financial condition, operating results and growth rate.

If we are unable to identify and acquire suitable sites for new studios, our revenue growth rate and profits may be negatively impacted.

Our continued growth depends, in large part, on our ability to open new studios and to operate those studios successfully. We must identify and acquire sites that meet the site selection criteria we have established. If we are unable to identify and acquire desirable sites for new studios, our revenue growth rate and profits may be negatively impacted. Additionally, if our analysis of the suitability of a site is incorrect, we may not be able to recover our capital investment in developing and building the new studio.

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Our growth and profitability could be negatively impacted if we are unable to renew or replace our current studio leases on favorable terms, or at all, and we cannot find suitable alternate locations.

We currently lease substantially all of our studio locations pursuant to long-term non-cancelable leases (generally 5 to 20 years, including option periods). During the next 20 years, we have leases for 4 studio locations that are due to expire without any renewal options between the years 2023 and 2025 and 46 studio locations that are due to expire with renewal options. For leases with renewal options, 28 of them provide for our unilateral option to renew for additional rental periods at specific rental rates (for example, based on the consumer price index or stated renewal terms already set in the leases) or based on the fair market rate at the location. Our ability to negotiate favorable terms on an expiring lease or to negotiate favorable terms on leases with renewal options, or conversely for a suitable alternate location, could depend on conditions in the real estate market, competition for desirable properties and our relationships with current and prospective landlords or may depend on other factors that are not within our control. Any or all of these factors and conditions could negatively impact our revenue, growth and profitability.

If we do not retain key management personnel and/or fail to attract and retain highly qualified studio personnel, including instructors, our business will suffer.

The success of our business depends on our ability to attract and retain key management personnel. If any of these persons were to leave, it might be difficult to replace them, and our business could be harmed. See “Management.” In addition, the quality of our studio operations personnel, particularly our instructors, are central to the success of our business. We cannot assure you that we can attract, train and retain sufficient qualified personnel to meet our business needs, particularly the instructors at our studios, who are critically important to our studio performance. If we are unable to attract, train and retain key instructors, this may have a material adverse effect on our business.

Our growth could place strains on our management, employees, information systems and internal controls, which may adversely impact our business.

Our expansion will also place significant demands on our management resources. We will be required to identify attractive studio locations, negotiate favorable rental terms and open new studios on a timely and cost-effective basis while maintaining a high level of quality, efficiency and performance at both mature and newly opened studios. Moreover, we plan to expand into markets where we have little or no direct prior experience, and we could encounter unanticipated problems, cost overruns or delays in opening studios in new markets or in the market acceptance for our studios. In addition, we will need to continue to implement management information systems and improve our operating, administrative, financial and accounting systems and controls. We will also need to recruit, train and retain new instructors and other employees and maintain close coordination among our executive, accounting, finance, marketing, sales and operations functions.

These processes are time-consuming and expensive and may divert management’s attention. We may not be able to effectively manage this expansion, and any failure to do so could have a material adverse effect on our rate of growth, business, financial condition and results of operations.

In addition, our transition to a public company that will be subject to regulatory oversight and reporting obligations under the federal securities laws will require significant attention from our senior management and could divert their attention away from the day-to-day management of our business. This could adversely affect our business, financial condition and operating results.

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We expect to make capital expenditures necessary to pursue our expansion strategy. Any required outlays may from time to time be significant and when incurred may adversely impact our cash flow.

Our expansion strategy contemplates the opening of multiple new studios. We also periodically undertake renovations to upgrade existing studios. We revitalize our studios with capital improvements on a quarterly basis and perform full-scale renovation work on our existing studios approximately every four years. Required outlays for such capital expenditures may at times be significant and may adversely impact cash flows during the periods when incurred. Our capital expenditures totaled $34.9 million, $26.4 million and $13.2 million, for the years ended December 31, 2014, 2013 and 2012, respectively, representing 31.2%, 35.1% and 36.6% of total revenue for the years ended December 31, 2014, 2013 and 2012, respectively. In addition, we may need to finance such expenditures with indebtedness which would increase our financing costs and may adversely impact our results of operations.

An economic downturn or economic uncertainty in our key markets may adversely affect discretionary spending and demand for our services.

Our premium cycling offerings may be considered discretionary items for our riders. Factors affecting the level of spending for such discretionary items include general economic conditions and other factors such as consumer confidence in future economic conditions, fears of recession, the availability of consumer credit, levels of unemployment, tax rates and the cost of consumer credit. As global economic conditions continue to be volatile or economic uncertainty remains, trends in consumer discretionary spending also remain unpredictable and subject to reductions due to credit constraints and uncertainties about the future. Unfavorable economic conditions may lead consumers to reduce or forgo use of our services. Our sensitivity to economic cycles and any related fluctuation in discretionary purchases may have a material adverse effect on our financial condition.

We could be subject to personal injury claims related to the use of our studios.

Riders could assert claims of personal injury in connection with their use of our services and facilities. If we cannot successfully defend any large claim or maintain our general liability insurance on acceptable terms or maintain adequate coverage against potential claims, our financial results could be adversely affected. Depending upon the outcome, these matters may have a material effect on our consolidated financial position, results of operations and cash flows.

We are subject to government regulation. Changes in these regulations or a failure to comply with them could have a negative effect on our financial condition.

Our operations and business practices are subject to federal, state and local government regulations in the various jurisdictions in which our studios are located, including:

• General rules and regulations of the Federal Trade Commission, state and local consumer protection agencies and state statutes that regulate the terms of transactions with our riders, that govern the advertising, sale, financing and collection of rider fees; and

• State and local health regulations and building codes.

If we were to fail to comply with these statutes, rules and regulations, we could suffer fines or other penalties. These may include regulatory or judicial orders enjoining or curtailing aspects of our operations. It is difficult to predict the future development of such laws or regulations, and any changes in such laws could have a material adverse effect on our financial condition.

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Increases in the minimum wage could increase the cost of our labor and have an adverse effect on our financial results.

We have a substantial number of hourly employees who are paid wage rates above the applicable federal or state minimum wage in order for our wages to remain competitive. From time to time, legislative proposals are made to increase the federal minimum wage in the United States, as well as the minimum wage in a number of individual states and municipalities. Several states in which we operate have enacted increases in the minimum wage and legislation to increase the minimum wage is currently pending or being contemplated in other states in which we operate. Although we pay our hourly employees wages above the applicable federal or state minimum wage, as federal or state minimum wage rates increase, we may need to increase the wages paid to our hourly employees in order to remain competitive. Any increase in the cost of our labor could have an adverse effect on our operating costs, financial condition and results of operations.

We may be subject to obligations to collect and remit sales tax and other taxes, and we may be subject to tax liability for past sales, which could adversely harm our business.

State and local jurisdictions have differing rules and regulations governing sales, use, value added and other taxes, and these rules and regulations are subject to varying interpretations that may change over time. In particular, the applicability of such taxes to our cycling offerings in various jurisdictions is unclear. While we do not believe we are currently required to collect and remit sales or similar taxes on our cycling offerings, we could face the possibility of tax assessments and audits. A successful assertion that we should be collecting sales, use, value added or other taxes on our cycling offerings in those jurisdictions where we do not do so or have not historically done so could result in substantial tax liabilities and related penalties for past sales, discourage customers from purchasing our services or otherwise harm our business and operating results. We and certain other fitness establishments received subpoenas in May 2013 from the Office of the Attorney General of the State of New York regarding possible failure to collect and remit New York City sales tax on the sale of classes. Depending on the ultimate outcome, this matter could have a material adverse effect on our consolidated results of operations, financial condition or cash flows.

Our trademarks and trade names may be infringed, misappropriated or challenged by others.

We believe our SoulCycle brand name and related intellectual property are important to our continued success. We attempt to protect our trademarks, trade names and other intellectual property by exercising our rights under applicable trademark and copyright laws. If we were to fail to successfully protect our intellectual property rights for any reason, it could have an adverse effect on our business, results of operations and financial condition. Any damage to our reputation could cause ridership to decline or make it more difficult to attract new riders.

Security and privacy breaches may expose us to liability and cause us to lose customers.

Federal and state laws require us to safeguard our customers’ financial information, including credit card information. Although we have established security procedures to protect against identity theft and the theft of our riders’ financial information, our security and testing measures may not prevent security breaches and breaches of our riders’ privacy may occur, which could harm our business. For example, a significant number of our users provide us with credit card and other confidential information and authorize us to bill their credit card accounts directly for our products and services. Typically, we rely on encryption and authentication technology licensed from third parties to enhance transmission security of confidential information. Advances in computer capabilities, new discoveries in the field of cryptography, inadequate facility security or other developments may result in a compromise or breach of the technology used by us to protect customer data. Any compromise of

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our security could harm our reputation or financial condition and, therefore, our business. In addition, a party who is able to circumvent our security measures or exploit inadequacies in our security measures, could, among other effects, misappropriate proprietary information, cause interruptions in our operations or expose riders to computer viruses or other disruptions. Actual or perceived vulnerabilities may lead to claims against us. To the extent the measures we have taken prove to be insufficient or inadequate, we may become subject to litigation or administrative sanctions, which could result in significant fines, penalties or damages and harm to our reputation.

Disruptions and failures involving our information systems could cause rider dissatisfaction and adversely affect our billing and other administrative functions.

The continuing and uninterrupted performance of our information systems is critical to our success. We use a fully-integrated information system to process new riders, bill riders, check in riders and track and analyze sales and rider statistics, the frequency and timing of rider workouts, value-added services and demographic profiles by riders. This system also assists us in evaluating staffing needs and program offerings.

Any failure of our current system, such as crashes in the class booking function, could also cause us to lose riders and adversely affect our business and results of operations. Our riders may become dissatisfied by any systems disruption or failure that interrupts our ability to provide our services to them. Disruptions or failures that affect our billing and other administrative functions could have an adverse effect on our operating results.

Computer viruses, electronic break-ins or other similar disruptive problems could also adversely affect our sites. Any system disruption or failure, security breach or other damage that interrupts or delays our operations could cause us to lose riders, damage our reputation and adversely affect our business and results of operations. In addition, fire, floods, earthquakes, power loss, telecommunications failures, break-ins, acts of terrorism and similar events could damage our systems.

We rely extensively on our information technology systems to track inventory, record and process transactions, manage customer communications, summarize results and manage our business. The failure of our systems to operate properly or effectively, problems with transitioning to upgraded or replacement systems, or difficulty in integrating new systems, could adversely affect our business.

Our results of operations could be materially harmed if we are unable to accurately forecast customer demand for our retail products.

To ensure adequate inventory supply, we must forecast inventory needs and place orders with our manufacturers based on our estimates of future demand for particular retail products. Our ability to accurately forecast demand for our products could be affected by many factors, including an increase or decrease in customer demand for our products or for products of our competitors, our failure to accurately forecast customer acceptance of new products, product introductions by competitors, unanticipated changes in general market conditions, and weakening of economic conditions or consumer confidence in future economic conditions. If we fail to accurately forecast customer demand we may experience excess inventory levels or a shortage of retail products available for sale in our studios or for delivery to customers.

Inventory levels in excess of customer demand may result in inventory write-downs or write-offs and the sale of excess inventory at discounted prices, which would cause our gross margin to suffer and could impair the strength and exclusivity of our brand. Conversely, if we underestimate customer demand for our retail products, our manufacturers may not be able to deliver products to meet our requirements, and this could result in damage to our reputation and customer relationships.

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If we are unable to anticipate consumer preferences and successfully develop and introduce new, innovative and updated products and offerings, we may not be able to maintain or increase our ridership, sales and profitability.

Our success in maintaining and increasing ridership and in merchandising depends on our ability to identify and originate trends as well as to anticipate and react to changing consumer demands in a timely manner. All of our cycling offerings and retail products are subject to changing consumer preferences that cannot be predicted with certainty. If we are unable to introduce new products or offerings in a timely manner, or our new products and offerings are not accepted by our customers, our competitors may introduce similar products or offerings in a more timely fashion, which could negatively affect the rate of growth. Our new products and offerings may not receive consumer acceptance as consumer preferences could shift rapidly to different types of fitness offerings or athletic apparel or away from these types of products or offerings altogether, and our future success depends in part on our ability to anticipate and respond to these changes. Failure to anticipate and respond in a timely manner to changing consumer preferences could lead to, among other things, lower ridership and utilization rates and lower retail sales and excess inventory levels. Even if we are successful in anticipating consumer preferences, our ability to adequately react to and address those preferences will in part depend upon our continued ability to develop and introduce innovative, high-quality products and offerings. Our failure to effectively introduce new products and offerings that are accepted by consumers could result in a decrease in net revenue and excess inventory levels, which could have a material adverse effect on our financial condition.

If any of our retail products are unacceptable to us or our riders, our business could be harmed.

We have occasionally received, and may in the future continue to receive, shipments of retail products that fail to comply with our technical specifications or that fail to conform to our quality control standards. We have also received, and may in the future continue to receive, products that either meet our technical specifications but that are nonetheless unacceptable to us, or products that are otherwise unacceptable to us or our riders. Under these circumstances, unless we are able to obtain replacement products in a timely manner, we risk the loss of net revenue resulting from the inability to sell those products and related increased administrative and shipping costs. Additionally, if the unacceptability of our products is not discovered until after such products are purchased by our riders, our riders could lose confidence in the quality of our products and our results of operations could suffer and our business could be harmed.

Risks Related to Our Separation From, and Continuing Relationship with, EHI.

We will have access to the transitional services provided by EHI for a limited duration and may experience challenges in our business as we seek to perform these services with our own personnel.

We have relied upon our former parent, EHI, for oversight and other services performed by certain of its employees in the support of our operations and activities. While we will enter into a transition services agreement with EHI that will provide us continued access to certain of these services, the agreement provides these transition services for a limited time. We will only have access to such services until             2016, except for certain real estate related services for which our access will cease on             2017. The agreement is terminable on 30 days’ prior notice. If terminated by EHI before we have arranged replacement services, or if we find it difficult to replace these services with services by our existing or newly recruited personnel prior to the expiration dates, we may experience operational problems and incur additional costs. In particular, we may not be able to replace these services on terms as favorable as those we received as a subsidiary of EHI and during the transition period. These operational risks could have a material adverse effect on our business, results of operations and financial condition.

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We could incur significant tax liabilities if the separation becomes a taxable event.

The Internal Revenue Service, or IRS, will no longer provide private letter rulings to the effect that, for U.S. federal income tax purposes, a separation and distribution transaction (similar to EHI’s contribution of our predecessor to SIH and the distribution of SIH’s membership interests to the indirect owners of EHI) will qualify as a tax-free spin-off under Section 355 of the Internal Revenue Code of 1986, as amended, which we refer to as the Code in this prospectus. We are part of EHI’s consolidated group for tax purposes and therefore would be subject to liability for any tax and penalties assessed by the IRS that have not been satisfied by EHI and its direct and indirect owners. EHI did not seek such a ruling from the IRS. EHI did receive a private letter ruling from the IRS that EHI’s acquisition of SoulCycle was an expansion of EHI’s business, a ruling that was received with respect to an earlier form of transaction and involved several facts that changed from the time when it was issued. While the change in facts did not relate to the issue addressed, the ruling’s continued applicability to the separation and distribution transaction reflected in the Separation-Related Transactions is unclear. It is anticipated that Steptoe & Johnson LLP will provide an opinion to EHI and us to the effect that the distribution of SIH membership interests should qualify as a tax-free spin-off under Sections 355 of the Code and that certain internal restructurings should be tax-free to EHI, the members of the EHI consolidated group as well as to us. The opinion will rely on certain facts, assumptions, representations and undertakings from EHI and us regarding the past and future conduct of the companies’ respective businesses and other matters. If any of these facts, assumptions, representations or undertakings are incorrect or not satisfied, we and EHI and its indirect owners may not be able to rely on the opinion of Steptoe & Johnson LLP. As a result of the foregoing, the ultimate treatment of the spin-off as tax-free will continue to be subject to uncertainty and no assurance can be provided that we will not be subject to liability for significant taxes and penalties not satisfied by EHI and its direct and indirect owners.

The legal opinion that is anticipated to be obtained by EHI from Steptoe & Johnson LLP will not provide assurance that the IRS will determine that the separation is not a taxable event, including as a result of certain significant changes in the equity ownership of EHI or SoulCycle after the distribution. If the distribution is determined to be taxable for U.S. federal income tax purposes, EHI and its equity owners that are subject to U.S. federal income tax could incur significant U.S. federal income tax liabilities. If any resulting liabilities of EHI are not satisfied by EHI and its direct and indirect owners, we will be subject to such liabilities because we will still be a member of the EHI consolidated group at the time of the distribution and therefore jointly and severally liable for unpaid taxes as a result of such distribution. We could also incur an indemnification obligation for significant U.S. federal income tax liabilities resulting from actions taken by us under the tax indemnity and sharing agreement. For a description of the sharing of such liabilities between EHI and us, see “Certain Relationships and Related Party Transactions—Tax Indemnity and Sharing Agreement.” If we are liable for taxes under the tax indemnity and sharing agreement, that liability could have a material adverse effect on us.

We may not be able to engage in certain corporate transactions for up to two years after the separation from EHI.

To help preserve the treatment to EHI of the separation of SoulCycle as tax-free under Section 355 of the Code, we will enter into a tax indemnity and sharing agreement with REH II pursuant to which we will be restricted from taking any action that prevents the separation from satisfying the requirements for tax-free treatment under Section 355 of the Code. Under the tax indemnity and sharing agreement, for the two-year period following the distribution date, SoulCycle will be prohibited, except in certain circumstances, from:

• issuing shares of its stock equal to or exceeding 20% (by vote or value) of the shares of SoulCycle stock issued and outstanding immediately following the separation, including to raise capital or as acquisition currency in furtherance of strategic transactions,

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• selling 50% or more of the assets of its business or engaging in mergers or other strategic transactions that may result in any stockholder owning (as determined under U.S. federal income tax law) 40% or more (by vote or value) of the outstanding shares of SoulCycle stock,

• repurchasing outstanding shares of its stock, other than in open market repurchases constituting less than 20% of such stock outstanding immediately following the distribution, and

• ceasing to actively conduct its business or liquidating.

The amounts permitted set forth above may be reduced by other transactions, including exercises of options and the settlement of restricted stock units. The foregoing prohibitions are in some cases more restrictive than required under the Code due to the potential significant liability to EHI and its equity owners in the circumstance that the IRS determined the separation to be a taxable transaction. Under the tax indemnity and sharing agreement, we will have the ability to engage in certain otherwise prohibited transactions, such as additional stock issuances or stock repurchases during the restricted period, provided we first deliver to EHI a tax opinion acceptable to EHI that doing so will not adversely affect the tax-free treatment of the separation. Such acceptance may not be granted in the sole discretion of EHI.

As a result of the foregoing restrictions, our ability to pursue certain strategic transactions or other transactions that we believe to be in the best interests of our stockholders or that might increase the value of our business may be limited. We will also be required to indemnify EHI against any tax liabilities incurred primarily as a result of the violation of any of the foregoing restrictions, as well as any transaction (or series of transactions) that results in the separation being considered part of a plan by us that includes a later change in control of us during the restricted period (as determined under U.S. federal income tax law), see “Certain Relationships and Related Party Transactions—Tax Indemnity and Sharing Agreement.”

The separation-related transactions will not eliminate the potential for conflicts of interest to arise between us and EHI and its direct and indirect owners.

Our separation from EHI will not eliminate the potential for conflicts of interest to arise in the future as we and EHI operate our respective businesses and pursue business opportunities, potentially in competition with each other. The executive chairman of our board serves as a director and chief executive officer of EHI and certain of our director nominees serve as directors of EHI. Our chief executive officer, Melanie Whelan, and chief financial officer, Larry M. Segall, are both former executives at EHI, and Mr. Segall continues to participate in EHI’s annual bonus plan. Our chief executive officer and chief financial officer and certain of our directors, including the executive chairman of our board, directly and indirectly own equity interests in EHI. The equity ownership, economic interest and cross-directorships could create, or appear to create, conflicts of interest when these individuals are faced with decisions that may impact us differently than EHI. Such conflicts may be resolved in a manner unfavorable to us.

Our amended and restated certificate of incorporation provides that the doctrine of “corporate opportunity” will not apply with respect to SIH or affiliates of SIH.

The doctrine of corporate opportunity generally provides that a corporate fiduciary may not develop an opportunity using corporate resources, acquire an interest adverse to that of the corporation or acquire property that is reasonably incident to the present or prospective business of the corporation or in which the corporation has a present or expectancy interest, unless that opportunity is first presented to the corporation and the corporation chooses not to pursue that opportunity. The doctrine of corporate opportunity is intended to preclude officers or directors or other fiduciaries from personally benefiting from opportunities that belong to the corporation. Our amended and restated certificate of incorporation, which will be effective prior to the closing of this offering, will provide that

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the doctrine of “corporate opportunity” will not apply with respect to SIH or any affiliates of SIH, including the executive chairman of our board. SIH and affiliates of SIH will therefore have no duty to communicate or present corporate opportunities to us, and will have the right to either hold any corporate opportunity for its (and its affiliates’) own account and benefit or to recommend, assign or otherwise transfer such corporate opportunity to persons other than us, including to EHI.

As a result, certain of our stockholders, directors and their respective affiliates will not be prohibited from operating or investing in competing businesses. We therefore may find ourselves in competition with certain of our stockholders, directors or their respective affiliates, and we may not have knowledge of, or be able to pursue, transactions that could potentially be beneficial to us. Accordingly, we may lose a corporate opportunity or suffer competitive harm, which could negatively impact our business or prospects.

The parties to the investor rights agreement will continue to have significant influence over us after this offering, which could limit your ability to influence the affairs of the corporation.

In connection with our separation from EHI as part of the Formation Transactions, we will enter into an investor rights agreement with SIH and its permitted assigns (which will consist of its equity owners and their affiliates) pursuant to which SIH and its permitted assigns will be granted certain rights regarding the election of our directors and the governance of our affairs. This agreement will give SIH the ability to exercise significant control over our affairs. The agreement gives SIH and its permitted assigns the right to appoint a number of directors to our board of directors and committees of the board that is proportionate to their collective beneficial ownership of our common stock. Further, so long as SIH and its permitted assigns maintain ownership of an amount of common stock equal to at least 10% of the common stock they owned following this offering, they will have the ability to exercise significant control over the affairs of the corporation, including:

• the approval of mergers and other significant corporate transactions, including various sale of control transactions or a sale of a substantial amount of our assets;

• the hiring and termination of our chief executive officer;

• the authorization or issuance of any of our equity securities, other than pursuant to equity incentive plans or arrangements approved by the board of directors;

• any increase or decrease in the size of the board of directors; and

• the approval of any amendment to our certificate of incorporation and bylaws.

Further, SIH may assign to SIH’s equity owners and their affiliates, as permitted assigns, its rights under this agreement without our consent, so long as the assignee agrees to be bound by the terms of the agreement. The existence of the foregoing provisions may limit your ability to exercise influence over the affairs of the corporation. Further, SIH and any permitted assigns may have interests that are different from yours. For example, SIH’s equity owners (who will exercise voting power over the common stock owned by SIH) may support proposals and actions with which you may disagree or which are not in your interests. The concentration of voting power could delay or prevent a change in control of our company or otherwise discourage a potential acquirer from attempting to obtain control of our company, which in turn could reduce the price of our common stock. In addition, SIH’s equity owners could use their voting control to maintain our existing management and directors in office, delay or prevent changes of control of our company or support or reject other management and board of director proposals that are subject to stockholder approval, such as the election of directors. Because these owners’ interests may differ from those of other stockholders, actions they take or omit to take with respect to SoulCycle may not be as favorable to other stockholders as they are to SIH’s equity owners.

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Risks Related to This Offering and Ownership of Our Common Stock

Our costs will increase significantly as a result of operating as a public company, and our management will be required to devote substantial time to complying with public company regulations.

We have never operated as a public company. As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. In addition, the Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the Securities and Exchange Commission, or the SEC, and                  have imposed various requirements on public companies, including requiring changes in corporate governance practices. Our management and other personnel will need to devote a substantial amount of time to comply with these rules and regulations. Moreover, these rules and regulations relating to public companies will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. For example, we expect these new rules and regulations to make it more difficult and more expensive for us to obtain and maintain director and officer liability insurance. These rules and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as executive officers.

In addition, the Sarbanes-Oxley Act requires, among other things, that we maintain and periodically evaluate our internal control over financial reporting and disclosure controls and procedures. In particular, we must perform system and process evaluation and testing of our internal control over financial reporting to allow management and, to the extent that we are no longer an “emerging growth company” as defined in the JOBS Act, our independent registered public accounting firm to report on the effectiveness of our internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act. Our compliance with Section 404 will require that we incur substantial accounting expense and expend significant management efforts. We currently do not have an internal audit group. We will need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge to satisfy the ongoing requirements of Section 404 and provide internal audit services. If our finance and accounting organization is unable for any reason to respond adequately to the increased demands that will result from being a public company, the quality and timeliness of our financial reporting may suffer and we could experience internal control weaknesses. Any consequences resulting from inaccuracies or delays in our reported financial statements could have an adverse effect on the trading price of our common stock as well as an adverse effect on our business, operating results and financial condition.

If we are unable to implement and maintain effective internal control over financial reporting in the future, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our common stock may be negatively affected.

As a public company, we are required to maintain internal controls over financial reporting and to report any material weaknesses in such internal controls. In addition, beginning with our second annual report on Form 10-K, we will be required to furnish a report by management on the effectiveness of our internal control over financial reporting, pursuant to Section 404 of the Sarbanes-Oxley Act. Our independent registered public accounting firm is not required to express an opinion as to the effectiveness of our internal control over financial reporting until after we are no longer an “emerging growth company.” At such time, however, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our internal control over financial reporting is documented, designed or operating.

The process of designing, implementing, and testing the internal control over financial reporting required to comply with this obligation is time-consuming, costly, and complicated. If we identify

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material weaknesses in our internal control over financial reporting, if we are unable to comply with the requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner or to assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting once we are no longer an “emerging growth company,” investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our common stock could be negatively affected, and we could become subject to investigations by                 , the SEC, or other regulatory authorities, which could require additional financial and management resources.

We qualify as an emerging growth company, and any decision on our part to comply with certain reduced reporting and disclosure requirements applicable to emerging growth companies could make our common stock less attractive to investors.

We are an emerging growth company, and, for as long as we continue to be an emerging growth company, we currently intend to take advantage of exemptions from various reporting requirements applicable to other public companies but not to “emerging growth companies,” including, but not limited to, not being required to have our independent registered public accounting firm audit our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our registration statements, periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We will cease to be an emerging growth company upon the earliest of: (i) the end of the fiscal year following the fifth anniversary of the IPO; (ii) the first fiscal year after our annual gross revenues are $1.0 billion or more; (iii) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt securities; or (iv) the end of any fiscal year in which the market value of our common stock held by non-affiliates exceeded $700 million as of the end of the second quarter of that fiscal year.

We cannot predict whether investors will find our common stock less attractive if we choose to rely on these exemptions while we are an emerging growth company. If some investors find our common stock less attractive as a result of any choices to reduce future disclosure, there may be a less active trading market for our common stock and the price of our common stock may be more volatile.

Under the JOBS Act, emerging growth companies can also delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have irrevocably elected not to avail ourselves of this accommodation allowing for delayed adoption of new or revised accounting standards, and, we are therefore subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

There is no existing market for our common stock, and you cannot be certain that an active trading market or a specific share price will be established.

Prior to this offering, there has been no public market for shares of our common stock. We will apply to list our common stock on                 . We cannot predict the extent to which investor interest in our company will lead to the development of a trading market on                  or otherwise or how liquid that market might become. The initial public offering price for the shares of our common stock will be determined by negotiations between us and the underwriters, and may not be indicative of the price that will prevail in the trading market following this offering. The market price for our common stock may decline below the initial public offering price, and our stock price is likely to be volatile.

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If our stock price fluctuates after this offering, you could lose a significant part of your investment.

The market price of our stock may be influenced by many factors, some of which are beyond our control, including those described above under “Risks Related to Our Business and Industry” and the following:

• the opinions and estimates of any securities analysts who publish research about us after this offering;

• announcements by us or our competitors of significant contracts, acquisitions or capital commitments;

• variations in quarterly operating results;

• changes in general economic or market conditions or trends in our industry or the economy as a whole;

• future sales of our common stock; and

• investor perception of us and the retail industry.

As a result of these factors, investors in our common stock may not be able to resell their shares at or above the initial offering price. These broad market and industry factors may materially reduce the market price of our common stock, regardless of our operating performance.

In addition, the stock markets, including                 , have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many retail companies. In the past, stockholders have instituted securities class action litigation following periods of market volatility. If we were involved in securities litigation, we could incur substantial costs and our resources and the attention of management could be diverted from our business.

Sales of outstanding shares of our common stock into the market in the future could cause the market price of our common stock to drop significantly, even if our business is doing well.

Immediately after this offering, we will have outstanding              shares of our common stock, calculated as described under “Prospectus Summary—The Offering.” Of these shares, the              shares sold in this offering will be freely tradable except for any shares purchased by our “affiliates” as that term is used in Rule 144 under the Securities Act of 1933, as amended, which we refer to as the Securities Act. At various times after the date of this prospectus, the remaining              shares will become available for resale in the public market, in compliance with the requirements of the federal securities laws and in accordance with lock-up agreements that certain of the holders of these shares have with the underwriters. However, the underwriters can waive these restrictions and allow these stockholders to sell their shares at any time without prior notice.

In addition,              shares of our common stock reserved for issuance pursuant to vested options previously granted by us will become eligible for sale in the public market once permitted by provisions of the lock-up agreements, or Rule 144 or Rule 701 under the Securities Act, as applicable.

If the              shares or the              shares described above are sold, or if it is perceived that they will be sold in the public market, the trading price of our common stock could drop significantly.

Investors in this offering will suffer immediate and substantial dilution.

The initial public offering price of our common stock is substantially higher than the net tangible book value per share of our outstanding common stock immediately after this offering. Therefore, if you

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purchase our common stock in this offering, you will incur an immediate dilution of $         in net tangible book value per share from the price you paid. Furthermore, investors purchasing shares of our common stock in this offering will only own approximately     % of our outstanding shares of common stock (and have     % of the combined voting power of the outstanding shares of common stock after this offering). For a further description of the dilution that you will experience immediately after this offering, see the section entitled “Dilution.”

The issuance of additional stock, our stock incentive plans or otherwise will dilute all other stockholdings.

After this offering, we will have an aggregate of             shares of common stock authorized but unissued and not reserved for issuance under our equity incentive plans, options granted to our founders or otherwise. We may issue all of these shares without any action or approval by our stockholders.

Your ability to influence corporate matters may be limited because SIH’s equity owners beneficially own a substantial amount of our common stock and will continue to have substantial control over us after the offering

Our common stock, which is the stock we are selling in this offering, has one vote per share. Upon completion of this offering, SIH will, in the aggregate, beneficially own approximately     % of our outstanding common stock, representing approximately     % of the voting power of our outstanding capital stock. The voting rights associated with the common stock owned by SIH are passed through pro rata to SIH’s equity owners. See “Security Ownership of Beneficial Owners and Management.” As a result, the equity owners of SIH will be able to exercise a controlling influence over matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions, and will have significant influence over our management and policies for the foreseeable future. SIH will also benefit from the investor rights agreement pursuant to which SIH has the ability to exercise significant control over our affairs. Some of SIH’s equity owners may have interests that are different from yours. For example, SIH’s equity owners may support proposals and actions with which you may disagree or which are not in your interests. The concentration of ownership in addition to the rights provided to SIH under the investor rights agreement could delay or prevent a change in control of our company or otherwise discourage a potential acquirer from attempting to obtain control of our company, which in turn could reduce the price of our common stock. In addition, SIH’s equity owners could use SIH’s voting control and rights under the investor rights agreement to maintain our existing management and directors in office, delay or prevent changes of control of our company, or support or reject other management and board of director proposals that are subject to stockholder approval, such as the election of directors, amendments to our amended and restated certificate of incorporation and bylaws, our employee stock plans and approvals of significant transactions. See “Description of Capital Stock—Anti-Takeover Provisions Under Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws and Delaware Law.”

Through their membership interests in SIH following our separation from EHI, the indirect owners of EHI beneficially own a majority of our common stock. These indirect owners of EHI may have interests that differ from our interests; our separation from EHI will not eliminate completely the potential for conflicts of interest to arise in the future. For example, EHI may compete with us in the fitness industry, and potential conflicts of interest could arise in connection with the tax indemnity and sharing agreement, transition services agreement and other agreements entered into in the Formation Transactions. See “Certain Relationships and Related Party Transactions.” Because these owners’ interests may differ from those of other stockholders, actions they take or omit to take with respect to SoulCycle may not be as favorable to other stockholders as they are to SIH’s equity owners and EHI.

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Our management will have broad discretion over the use of the proceeds we receive in this offering and might not apply the proceeds in ways that increase the value of your investment.

Our management will have broad discretion to use our net proceeds from this offering, and you will be relying on the judgment of our management regarding the application of these proceeds. Our management may not apply our net proceeds from this offering in ways that increase the value of your investment. We expect to use the net proceeds from this offering for repayment of debt, capital expenditures, working capital and other general corporate purposes. Our management might not be able to yield a significant return, if any, on any investment of these net proceeds. You will not have the opportunity to influence our decisions on how to use our net proceeds from this offering.

Anti-takeover provisions in our organizational documents could delay a change in management and limit our share price.

Upon the consummation of this offering, certain provisions of our amended and restated certificate of incorporation and amended and restated bylaws that will become effective prior to the completion of this offering could make it more difficult for a third party to acquire control of us even if such a change in control would increase the value of our common stock and prevent attempts by our stockholders to replace or remove our current board of directors or management.

We have a number of anti-takeover devices that will be in place prior to the completion of this offering that will hinder takeover attempts and could reduce the market value of our common stock or prevent sale at a premium. Our anti-takeover provisions include:

• a staggered, or classified, board of directors;

• removal of directors, only for cause, by a supermajority of the voting power of stockholders entitled to vote;

• blank-check preferred stock, the preference, rights and other terms of which may be set by the board of directors and could delay or prevent a transaction or a change in control that might involve a premium price for our common stock or otherwise benefit our stockholders;

• a provision denying stockholders the ability to act by written consent;

• a provision denying stockholders the ability to call special meetings;

• the provisions waiving the corporate opportunity doctrine with respect to SIH and affiliates of SIH;

• Section 203 of the General Corporation Law of the State of Delaware, or DGCL, which restricts certain business combinations with interested stockholders in certain situations will apply from and after the time of this offering; and

• advance notice requirements for stockholder proposals and nominations.

Our amended and restated certificate of incorporation will provide that the Court of Chancery of the State of Delaware will be the exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

Our amended and restated certificate of incorporation which will become effective prior to the closing of this offering will provide that the Court of Chancery of the State of Delaware is the exclusive forum for the following civil actions:

• any derivative action or proceeding brought on our behalf;

• any action asserting a claim of breach of a fiduciary duty by any of our directors, officers or other employees or our stockholders;

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• any action asserting a claim arising pursuant to any provision of the DGCL or our amended and restated certificate of incorporation or amended and restated bylaws or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware; or

• any action asserting a claim governed by the internal affairs doctrine.

This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers and other employees. Alternatively, if a court were to find the choice of forum provision contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could have a material adverse effect on our business, financial condition or results of operations.

After the completion of this offering, we do not expect to declare any dividends in the foreseeable future.

The continued operation and growth of our business will require substantial cash. Accordingly, after the completion of this offering, we do not anticipate declaring any cash dividends to holders of our common stock in the foreseeable future. In addition, the terms of any future financing agreements to refinance the indebtedness under our current credit agreement or otherwise provide additional financing may prohibit or restrict us from paying any type of dividends. Any determination to pay dividends in the future will be at the discretion of our board of directors and will depend upon results of operations, financial condition, contractual restrictions relating to indebtedness we may incur, restrictions imposed by applicable law and other factors our board of directors deems relevant. Consequently, investors may need to sell all or part of their holdings of our common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investment. Investors seeking cash dividends should not purchase our common stock.

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.

The trading market for our common stock will depend in part on the research and reports that securities or industry analysts publish about us or our business. We do not currently have and may never obtain research coverage by securities and industry analysts. If no securities or industry analysts commence coverage of our company, the trading price for our common stock would be negatively impacted. If we obtain securities or industry analyst coverage and if one or more of the analysts who cover us downgrades our common stock or publishes inaccurate or unfavorable research about our business, our stock price would likely decline. If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, demand for our common stock could decrease, which could cause our stock price and trading volume to decline.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve risks and uncertainties. Forward-looking statements convey our current expectations or forecasts of future events. All statements contained in this prospectus other than statements of historical fact, including statements regarding our future results of operations and financial position, business strategy and plans, use of the net proceeds of this offering and our objectives for future operations, are forward-looking. You can identify forward-looking statements by terminology such as “aim,” “assume,” “potential,” “predict,” “target,” “project,” “believe,” “anticipate,” “plan,” “expect,” “estimate,” “intend,” “should,” “would,” “could,” “will,” “can,” “continue,” or “may,” or the negative of these terms or other similar expressions that convey uncertainty about future events or outcomes. Forward-looking statements in this prospectus may include statements about:

• changes in the economy, consumer spending, the financial markets and the industries in which we operate;

• our financial outlook and financial performance;

• our ability to identify and respond to new and changing trends, team performance, customer preferences and other related factors;

• our ability to execute successfully our growth strategy and to manage effectively our growth;

• changes in the competitive environment in our industry and the markets we serve;

• our dependence on a strong brand image;

• our ability to attract and retain riders and to attract, retain and train instructors;

• our use of our proceeds from this offering;

• our cash needs and the adequacy of our cash flows and earnings;

• the availability and cost of credit;

• our dependence upon key executive management;

• our ability to attract and retain qualified personnel;

• our ability to develop and maintain relationships with our vendors;

• our indebtedness and lease obligations;

• the impact of governmental laws and regulations and the outcomes of legal proceedings and impact of legal compliance;

• the effects of restrictions imposed by our indebtedness on our current and future operations;

• our inability to protect our trademarks or other intellectual property rights;

• our ability to maintain proper and effective internal controls;

• failure of our information technology systems to support our current and growing business, before and after our planned upgrades;

• disruptions to our information systems in the ordinary course or as a result of systems upgrades; and

• increased costs as a result of being a public company.

There are a number of important factors that could cause actual results to differ materially from the results anticipated by these forward-looking statements. These important factors include those that we discuss in this prospectus under the caption “Risk Factors.” You should read these factors and the other cautionary statements made in this prospectus as being applicable to all related forward-looking

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statements wherever they appear in this prospectus. If one or more of these factors materializes, or if any underlying assumptions prove incorrect, our actual results, performance or achievements may vary materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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THE FORMATION TRANSACTIONS

Predecessor Organization

Prior to the consummation of the Formation Transactions described below, our business was operated through our predecessor limited liability company, SoulCycle Holdings, LLC, or SCH, the only members of which were Equinox Holdings, Inc., or EHI, our founders, Elizabeth P. Cutler and Julie J. Rice and trusts for the benefit of their respective families, and a special purpose vehicle formed to hold equity ownership in SCH on behalf of certain SCH employees. SCH was treated as a partnership for U.S. federal income tax purposes, and as such, was not subject to any U.S. federal entity-level income taxes. Rather, taxable income or loss was included in the U.S. federal income tax returns of its members.

SCH was converted into a Delaware corporation named SoulCycle Inc. on May 15, 2015.

The Redemption-Related Transactions

On April 6, 2015, SCH entered into a redemption agreement with our founders and their family trusts and EHI. The following transactions were consummated in connection with the completion of the redemption agreement on May 15, 2015, which, as they relate to our capital stock, do not give effect to the recapitalization of our common stock into a single class of common stock and stock split to be completed as described below prior to the completion of this offering:

• EHI formed and contributed to SIH its membership interests representing a 72% interest in SCH.

• SCH entered into a credit agreement with various commercial bank lenders providing for a term loan of $165,000,000 and a revolving credit facility of $25,000,000.

• SCH borrowed $165,000,000 under the term loan and $4,000,000 under the revolving credit facility and obtained equity contributions of $10,750,000 from EHI to redeem membership interests representing a 25% interest in SIH out of the 27% interest in SCH then owned by our founders and their family trusts in exchange for a payment to each founder and her respective trust of $89,875,000, including reimbursement of expenses. In connection with the redemption, SCH redeemed common units held by our founders and their family trusts, following which by agreement among the parties:

• EHI owned 97% of the then outstanding interests in SCH;

• Our founders and their family trusts owned 2% of the then outstanding interests in SCH; and

• The special purpose employee ownership vehicle owned 1% of the then outstanding interests in SCH.

• Immediately following the redemption transaction, SCH converted from a limited liability company into a corporation named SoulCycle Inc. As a result of the conversion:

• the SCH membership interests held by SIH were converted into 970,000 shares of our class B common stock (representing 97% of the common stock then outstanding);

• the SCH membership interests held by our founders and their family trusts were converted into an aggregate 20,000 shares of our class A common stock, which possess certain major decision, approval and governance-related rights (representing 2% of the common stock then outstanding); and

• the SCH membership interests held by the special purpose employee ownership vehicle were converted into 10,000 shares of our class B common stock (representing 1% of the common stock then outstanding). This vehicle was subsequently liquidated, and the class B

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common stock was distributed equally to certain employees who were its equity owners as restricted stock subject to vesting and other conditions under a related award agreement.

• SCH granted two separate options to each of our founders, the obligations under which we succeeded to upon the conversion.

• The first option granted to each founder confers a right to purchase 11,111 shares of our class A common stock (representing 1% of the common stock then outstanding on a fully diluted basis) at a price of $710 per share and vests in equal monthly increments over the 36-month period following the May 15, 2015 grant date.

• The second option granted to each founder confers a right to purchase 5,556 shares of our class A common stock (representing 0.5% of the common stock then outstanding on a fully diluted basis) at an exercise price of $             per share and vests immediately upon the completion of this offering.

• SCH entered into amended and restated employment agreements with each of our founders to extend the term of employment and modify compensation and other terms, and we succeeded to these agreements as employer upon the conversion.

• SCH entered into a registration rights agreement with our founders and their family trusts pursuant to which they obtained demand and other rights to have their shares of our common stock registered for public offer and sale, and we succeeded to this agreement as issuer upon the conversion.

Upon the completion of this offering and after giving effect to the planned recapitalization of our common stock into a single class of common stock and stock split, SIH will own              shares of our outstanding common stock (representing         % of the shares outstanding), our founders and their family trusts will own an aggregate              shares of our outstanding common stock (representing         % of the shares outstanding) and our employees who received shares upon the liquidation of the special purpose employee ownership vehicle will own              shares of our outstanding common stock under a restricted stock award (representing         % of the shares outstanding), in each case as it relates to the percentage ownership assuming that the underwriters do not exercise their option to purchase additional shares. The voting rights associated with the common stock owned by SIH will be passed through pro rata to SIH’s equity owners. See “Security Ownership of Beneficial Owners and Management.” In addition, the first option granted to each founder will vest in part and be exercisable for              shares of our common stock at a price of $         per share and the second option granted to each founder will vest and be exercisable for              shares of our common stock at a price of $         per share. The shares issuable upon exercise of these options represent         % of the shares outstanding (assuming that the underwriters do not exercise their option to purchase additional shares). These shares will become eligible for sale in the public market and the options may be exercised once permitted by provisions of the lock-up agreements and applicable law. See “Shares Eligible for Future Sale—Lock-Up Agreements and Obligations.”

Please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Credit Agreements” for a discussion of SCH’s credit agreement entered into in connection with the Redemption-Related Transactions.

The Separation-Related Transactions

Immediately prior to the completion of this offering, EHI and its direct and indirect parents will effect a series of successive distributions in kind of 100% of the membership interests in SIH to the direct and indirect members of Related Equinox Holdings II, L.L.C., or REH II, who are the ultimate indirect owners of EHI. These distributions will be effected in order to spin off and separate SIH and SoulCycle Inc. from EHI so that following the separation from EHI, SoulCycle can operate independently of EHI, subject to the two year transition services agreement discussed below. In

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connection with the separation transaction, the following transactions will be consummated, which, as they relate to our capital stock, do not reflect the recapitalization and stock split to be completed as described below prior to the completion of this offering:

• The award agreements governing certain options previously granted by REH II, an indirect parent of EHI, to EHI employees, will be amended to lower the exercise price to reflect the reduction in value of the REH II options resulting from the spin-off, and separate options to purchase a corresponding number of shares of our common stock will be granted to holders of REH II options as described below.

• We will issue options to purchase an aggregate of              shares of common stock (representing         % of the common stock then outstanding on a fully diluted basis), governed by award agreements that provide for substantially the same vesting and other terms set forth in the related REH II award agreements and that reflect exercise prices ranging from $         to $         per share.

• Pursuant to the terms of an agreement SIH will enter into with us, SIH will be obligated to deliver to us, at our direction, a number of the outstanding shares of common stock owned by it sufficient to satisfy our obligations to deliver shares upon the exercise of such options; as a result, the shares issued to option-holders upon exercise will not dilute the ownership of other stockholders.

• REH II will transfer SIH membership interests to certain employees of EHI who elect a complete redemption of REH II class S preferred shares that will be issued to them in connection with the separation in exchange for their REH II restricted units. These SIH membership interests will entitle their holders to receive up to an aggregate of             shares of common stock (representing     % of the common stock then outstanding on a fully diluted basis). SIH will be obligated to distribute to these SIH members the underlying shares of our common stock no earlier than 18 months thereafter or upon the earlier vote of the holders of a majority of SIH’s membership interests.

• We will enter into a transition services agreement with EHI pursuant to which EHI will provide real estate leasing and capital improvement related services consistent with the services previously provided on an intercompany basis.

• We will enter into a tax indemnity and sharing agreement with REH II that provides for certain agreements and covenants related to tax matters involving SoulCycle Inc. and REH II.

• We will enter into a registration rights agreement with SIH (with the direct and indirect members of REH II as designated beneficiaries) pursuant to which they will obtain demand and other rights to register their shares of common stock for public offer and sale.

Prior to the completion of this offering, we will enter into an investor rights agreement with SIH and various of its affiliates, pursuant to which SIH and its affiliates will be granted certain rights regarding the election of our directors and the governance of our affairs.

Upon the completion of this offering and after giving effect to the planned recapitalization and stock split, the options we will issue to holders of REH II options in connection with the separation transaction will be exercisable for an aggregate of              shares of our common stock (representing         % of the shares outstanding, assuming that the underwriters do not exercise their option to purchase additional shares) at exercise prices ranging from $         to $         per share.

For a description of the terms of the redemption agreement, the transition services agreement, the tax indemnity and sharing agreement, the registration rights agreements and the investor rights agreement, see “Certain Relationships and Related Party Transactions.”

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Recapitalization

Prior to the completion of this offering, our amended and restated certificate of incorporation will become effective. Our amended and restated certificate of incorporation will effect a recapitalization of our class A common stock and class B common stock into a single class of common stock and a              for              stock split. The major decision approval and governance-related rights possessed by our class A common stock will be eliminated as a result of the recapitalization.

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USE OF PROCEEDS

We estimate that our net proceeds from the sale of the shares of common stock by us will be approximately $         million, assuming an initial public offering price of $         per share, the mid-point of the price range set forth on the cover page of this prospectus, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. Assuming no change in the number of shares offered by us as set forth on the cover page of this prospectus, a $1.00 increase (decrease) in the assumed initial public offering price of $         per share would increase (decrease) the net proceeds to us from this offering by $         million, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

We intend to use the net proceeds from this offering to repay $         of outstanding borrowings due under our credit agreement and to pay EHI $15,116,706 to satisfy the deferred tax distribution claim to which we succeeded upon the conversion. The $                     of remaining net proceeds will be used for capital expenditures, working capital and other general corporate purposes, but the amount actually used for such purposes will depend upon several factors, including the growth of our business, the actual cost of capital expenditures and our cash flow from operations.

Our credit agreement matures on May 15, 2020 and as of                      , 2015, the outstanding borrowings thereunder currently bear interest at     % per annum. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Credit Agreements—Credit Agreement.” We used borrowings in the amount of $169,000,000 under our credit agreement to partially fund the redemption payments paid to our founders and their family trusts, as more fully described in “The Formation Transactions.” The outstanding borrowings become due and payable upon the closing of this offering and will be repaid with the proceeds of this offering and financing obtained under a new credit agreement we expect to enter into on or before the closing of this offering.

For further information concerning the deferred tax distribution claim, see “Certain Relationships and Related Party Transactions—Deferred Tax Distributions.”

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DIVIDEND POLICY

We currently intend to retain all available funds and any future earnings for use in the operation of our business, and therefore we do not currently expect to pay any cash dividends on our common stock. Any future determination to pay dividends to holders of common stock will be at the discretion of our board of directors and will depend upon many factors, including our results of operations, financial condition, capital requirements, restrictions in our debt agreements and other factors that our board of directors deems relevant. Our ability to pay cash dividends is restricted under our current credit agreement and may also be restricted by the terms of any future credit agreement we or our subsidiaries enter into or of any future debt or preferred equity securities we or our subsidiaries issue. See “Risk Factors—After the completion of this offering, we do not expect to declare any dividends in the foreseeable future.”

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CAPITALIZATION

The following table sets forth our consolidated capitalization as of March 31, 2015 of:

• our predecessor SoulCycle Holdings, LLC on an actual basis;

• SoulCycle Inc. on a pro forma basis to give effect to the offering Formation Transactions described under “The Formation Transactions;” and

• SoulCycle Inc. on a pro forma as adjusted basis to (i) reflect the completion of the recapitalization and              for              stock split upon the filing of our amended and restated certificate of incorporation prior to the completion of this offering; and (ii) give effect to the issuance and the sale of              shares of common stock by us in this offering at an assumed initial public offering price of $         per share, the mid-point of the range set forth on the cover page of this prospectus, and the application of the net proceeds of this offering after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us as described under “Use of Proceeds.”

The pro forma as adjusted information set forth in the table below is illustrative only and will adjust based on the actual initial public offering price and other terms of the offering determined at pricing.

This table should be read with our consolidated financial statements and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus.

	As of March 31, 2015
(in thousands, except share and per share data)	Actual		Pro Forma			Pro Forma As Adjusted
Cash and cash equivalents	$	6,551
Indebtedness:
Existing long–term debt		48		—			—
Revolving credit facility		3,750			(1)
Term loan(1)		—
Total indebtedness	$	3,798
Total equity:
Members’ equity	$	57,862					—
Common stock, par value $0.01 per share; no shares authorized, issued and outstanding, actual;                     shares authorized,             issued and outstanding, pro forma(2)		—
Additional paid in capital		—
Total members’/stockholders’ equity	$	57,862
Total capitalization	$	61,660

(1) On May 15, 2015, our predecessor, SCH, entered into a credit agreement with various commercial bank lenders to which we succeeded upon the conversion and pursuant to which we borrowed $165,000,000 under a term loan and $4,000,000 under a $25,000,000 revolving credit facility.

(2) Prior to the completion of this offering, we will file our amended and restated certificate of incorporation which will effect a recapitalization of our class A common stock and class B common stock into a single class of common stock and a              for              stock split.

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DILUTION

If you invest in our common stock in this offering, your interest will be diluted to the extent of the difference between the public offering price per share of our common stock and the pro forma net tangible book value per share of our common stock immediately after the completion this offering.

We calculate net tangible book value per share by dividing our net tangible book value, which equals total assets less goodwill, net other intangible assets and total liabilities, by the number of shares of common stock outstanding. Our pro forma net tangible book value of our common stock as of March 31, 2015 (assuming our issuance of             shares of common stock in connection with the Formation Transactions) was approximately $         million, or $         per share, based upon             shares outstanding.

After giving effect to the sale of             shares of common stock by us in this offering at an assumed initial public offering price of $         per share, the mid-point of the range set forth on the cover page of this prospectus, and after deducting the estimated underwriting discounts and commissions and offering expenses payable by us, our pro forma net tangible book value as of March 31, 2015 would have been $         million, or $         per share. This represents an immediate increase in pro forma net tangible book value of $         per share to existing stockholders and an immediate dilution in net tangible book value of $         per share to investors purchasing shares of our common stock in this offering. The following table illustrates this dilution on a per share basis:

Assumed initial public offering price per share of our common stock	$
Increase per pre-offering share in pro forma net tangible book value per share attributable to sale of common stock in this offering	$
Pro forma as adjusted net tangible book value per share after giving effect to this offering	$
Dilution of net tangible book value per share to new investors	$

Assuming no change in the number of shares offered by us as set forth on the cover page of this prospectus, a $1.00 increase (decrease) in the assumed initial public offering price of $         per share would increase (decrease) our net tangible book value by $         million or $         per share.

If the underwriters exercise their option to purchase additional shares of our common stock in full, the pro forma as adjusted net tangible book value per share after this offering would be $         per share, and the dilution in pro forma net tangible book value per share to new investors in this offering would be $         per share.

The following table summarizes, on a pro forma as adjusted basis, as of March 31, 2015, after giving effect to the completion of this offering, the total cash consideration paid to us and the average price per share paid by existing stockholders for their common stock and by new investors purchasing common stock in this offering at an assumed initial public offering price of $         per share, before deducting estimated underwriting discounts and estimated expenses payable by us:

	Shares Issued				Total Consideration				Average Price Per Share
	Number	Percent			Amount	Percent
Existing stockholders Interests				%	$			%	$
New investors				%				%
Total			100	%	$		100	%

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A $1.00 increase or decrease in the assumed initial public offering price of $         per share would increase or decrease, respectively, total consideration paid by new investors and total consideration paid by all stockholders by approximately $         million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same.

If the underwriters exercise their option in full, our existing stockholders would own     % and our new investors would own     % of the total number of shares of our common stock outstanding after this offering.

To the extent that outstanding options are exercised, new options are granted under our equity incentive plans or we issue additional shares of common stock in the future, there will be further dilution to the new investors participating in this offering. For a description of our equity incentive plan, see the section entitled “Executive Compensation—2015 Omnibus Incentive Plan.”

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SELECTED CONSOLIDATED FINANCIAL DATA

The following table presents the selected historical consolidated financial data for SoulCycle Holdings, LLC and its subsidiaries. SoulCycle Holdings, LLC is the predecessor of the issuer, SoulCycle Inc., for financial reporting purposes. The following selected consolidated financial data should be read in conjunction with the financial statements and the notes to those statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus. The selected consolidated financial data in this section is not intended to replace the consolidated financial statements and is qualified in its entirety by the consolidated financial statements and related notes thereto included elsewhere in this prospectus.

Our selected consolidated financial data as of December 31, 2014 and December 31, 2013 and for the three years ended December 31, 2014, 2013 and 2012 have been derived from our audited consolidated financial statements that are included elsewhere in this prospectus. The unaudited selected consolidated financial data as of March 31, 2015 and for the three months ended March 31, 2015 and 2014 have been derived from our unaudited consolidated financial statements. The other financial and operating data is not derived from our financial statements.

In the opinion of management, the unaudited interim consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and include all adjustments necessary for the fair presentation of our financial position and results of operations for these periods. The historical results presented below are not necessarily indicative of the results to be expected for any future period and the results for any interim period may not necessarily be indicative of the results that may be expected for a full year.

SCH converted from a limited liability company into a corporation named SoulCycle Inc. on May 15, 2015. SoulCycle Inc. did not conduct business transactions or activities on or before March 31, 2015, and accordingly had no assets or liabilities during the periods presented below.

	For the three months ended, March 31,				For the year ended, December 31,
	2015		2014		2014		2013		2012
($000’s):	(unaudited)
Consolidated Statement of Operations Data
Revenue:
Studio fees	$	29,787	$	19,265		$93,776	$	62,740	$	30,812
Other revenue		5,045		3,528		18,175		12,568		5,358
Total revenue		34,832		22,793		111,951		75,308		36,170
Expenses:
Compensation and related		12,781		8,846		42,200		28,227		14,979
General and administrative		6,158		3,988		20,814		14,972		7,392
Rent and occupancy		3,218		1,762		9,053		6,053		2,829
Depreciation and amortization		2,414		1,379		6,905		3,334		1,150
Retail cost of sales		1,691		1,111		6,440		4,145		1,975
Total operating expenses, net		26,262		17,086		85,412		56,731		28,325
Income from operations		8,570		5,707		26,539		18,577		7,845
Interest expense, net		63		71		302		148		8
Income before income taxes		8,507		5,636		26,237		18,429		7,837
Provision for income taxes		392		193		908		632		214
Net income	$	8,115	$	5,443	$	25,329	$	17,797	$	7,623

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	As of March 31,		As of December 31,
	2015		2014		2013
($000’s):	(unaudited)
Consolidated Balance Sheet Data:
Cash and cash equivalents	$	6,551	$	5,762	$	4,657
Total assets		97,157		85,601		54,430
Total debt		3,798		3,806		3,837
Members’ equity		57,862		49,747		28,112

	For the three months ended, March 31,						For the year ended, December 31,
	2015			2014			2014			2013			2012
	(unaudited)						(unaudited)
Other Financial and Operating Data:
Studios open at beginning of period		36			25			25			12			7
Studios open at end of period		38			26			36			25			12
Classes		25,641			17,747			81,317			52,766			25,126
Rides		934,500			614,879			2,889,159			1,970,899			969,104
Rides per day		10,378			6,831			7,916			5,400			2,648
Capital expenditures ($000’s)		(11,810	)		(7,252	)		(34,911	)		(26,408	)		(13,234	)
Adjusted EBITDA ($000’s)		12,271			7,370			35,687			23,304			11,212
Adjusted EBITDA Margin		35.2	%		32.3	%		31.9	%		30.9	%		31.0	%
Studio Contribution ($000’s)		19,320			12,025			59,193			41,750			19,446
Studio Contribution Margin		55.5	%		52.8	%		52.9	%		55.4	%		53.8	%

EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin are included in this prospectus because they are key metrics used by management and our board of directors to assess our financial performance. EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin are frequently used by analysts, investors and other interested parties to evaluate companies in our industry.

EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin are not GAAP measures of our financial performance or liquidity and should not be considered as alternatives to net income as a measures of financial performance, or cash flows from operations as measures of liquidity or any other performance measure derived in accordance with GAAP. Adjusted EBITDA and Adjusted EBITDA Margin should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. Additionally, EBITDA and Adjusted EBITDA are not intended to be measures of free cash flow for management’s discretionary use, as they do not reflect tax payments, debt service requirements, capital expenditures and certain other cash costs that may recur in the future, including, among other things, cash requirements for working capital needs and cash costs to replace assets being depreciated and amortized. Management compensates for these limitations by relying on our GAAP results in addition to using EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin as supplemental measures. Our measures of EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin are not necessarily comparable to similarly titled captions of other companies due to different methods of calculation.

Studio Contribution and Studio Contribution Margin are supplemental measures of operating performance of our studios and our calculations thereof may not be comparable to similar measures reported by other companies. Studio Contribution and Studio Contribution Margin have limitations as analytical tools and should not be considered as substitutes for analysis of our results as reported under GAAP. We believe that Studio Contribution and Studio Contribution Margin are important measures to evaluate the performance and profitability of each studio, individually and in the aggregate. We also use Studio Contribution and Studio Contribution Margin information to benchmark our performance versus competitors.

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A reconciliation of net income and income from operations to EBITDA, Adjusted EBITDA and Studio Contribution, each non-GAAP measures, is set forth below.

	For the three months ended March 31,				For the year ended December 31,
	2015		2014		2014		2013		2012
(000’s)	(unaudited)				(unaudited)
Net income	$	8,115	$	5,443	$	25,329	$	17,797	$	7,623
Provision for income taxes		392		193		908		632		214
Interest expense, net		63		71		302		148		8
Income from operations		8,570		5,707		26,539		18,577		7,845
Depreciation and amortization		2,414		1,379		6,905		3,334		1,150
EBITDA		10,984		7,086		33,444		21,911		8,995
Components of Adjusted EBITDA:
Amortization of deferred rent(a)		827		277		1,832		1,320		669
Other expense(b)		460		7		411		73		1,548
Adjusted EBITDA		12,271		7,370		35,687		23,304		11,212
Corporate expenses(c)		7,049		4,655		23,506		18,446		8,234
Studio Contribution	$	19,320	$	12,025	$	59,193	$	41,750	$	19,446

(a) Reflects the extent to which our GAAP rent expense for the period, excluding amortization of landlord contributions, has been above or below our cash rent payments.

(b) Other expense is comprised of the impact of certain non-cash and other items that we do not consider in our evaluation of ongoing operating performance. These items include, among other things, equity-based compensation expense and loss on disposal of assets.

(c) Corporate expenses are comprised of compensation for corporate employees, rent and occupancy for corporate headquarters and general and administrative expenses related to our corporate overhead.

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UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

The following unaudited pro forma consolidated statement of operations for the year ended December 31, 2014 and the three months ended March 31, 2015 give effect to various adjustments described below, as if all such transactions had occurred on January 1, 2014, in the case of the unaudited pro forma consolidated statement of operations data, and as of March 31, 2015, in the case of the unaudited pro forma consolidated balance sheet data. The unaudited pro forma financial information includes various estimates which are subject to material change and may not be indicative of what our operations or financial position would have been had this offering and related transactions taken place on the dates indicated, or that may be expected to occur in the future.

We have derived the unaudited pro forma consolidated statement of operations for the year ended December 31, 2014 from the audited consolidated financial statements of SCH and its subsidiaries as of and for the year ended December 31, 2014 set forth in this prospectus. We have derived the unaudited pro forma consolidated statement of operations for the three months ended March 31, 2015 and the unaudited pro forma consolidated balance sheet as of March 31, 2015 from the unaudited consolidated financial statements of SCH and its subsidiaries as of and for the three months ended March 31, 2015 set forth in this prospectus. The pro forma financial information is qualified in its entirety by reference to, and should be read in conjunction with, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes in this prospectus.

The pro forma adjustments related to the Redemption-Related Transactions, the subsequent grant of options to purchase our common stock to certain of our employees, the recapitalization and stock split and the application of the proceeds of this offering, including the repayment of outstanding indebtedness under our credit agreement and the payment of deferred tax distribution amounts, are described in the notes to the unaudited pro forma financial information, and include the following:

(i) The borrowing of a $165,000,000 term loan and $4,000,000 under a $25,000,000 revolving credit facility pursuant to our current credit agreement on May 15, 2015;

(ii) Our becoming subject to U.S. federal and state corporate income taxes and taxed at the prevailing corporate tax rates, which assumes an effective tax rate of         %;

(iii) The grant of options to purchase our common stock to certain of our employees following the Redemption-Related Transactions;

(iv) The completion of a recapitalization resulting in a single class of authorized and outstanding common stock and giving effect to a          for          stock split, which will occur upon the filing of our amended and restated certificate of incorporation prior to the closing of this offering; and

(v) The receipt and application of $                 of net proceeds, including the repayment of $             of outstanding indebtedness under our credit agreement and the payment of deferred tax distribution amounts. This assumes net proceeds of this offering of $         million, assuming the underwriters do not exercise their option to purchase additional shares and assuming an initial public offering price of $         per share, the mid-point of the price range set forth on the cover page of this prospectus, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The unaudited pro forma consolidated financial information and notes in this prospectus are presented for illustrative purposes only. The pro forma adjustments are based upon available

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information and methodologies that are factually supportable and directly related to the Redemption-Related Transactions, the subsequent grant of options to purchase our common stock to certain of our employees, the recapitalization and stock split and the application of the proceeds of this offering, including the repayment of outstanding indebtedness under our credit agreement and the payment of deferred tax distribution amounts. The unaudited pro forma consolidated financial information includes various estimates which are subject to material change and may not be indicative of what our operations or financial position would have been had the Redemption-Related Transactions, the subsequent grant of options to purchase our common stock to certain of our employees, the recapitalization and stock split and this offering, including the repayment of outstanding indebtedness under our credit agreement and the payment of deferred tax distribution amounts, taken place on the dates indicated, or that may be expected to occur in the future.

SoulCycle Inc. and Subsidiaries

Unaudited Pro Forma Consolidated Balance Sheet as of March 31, 2015

(000’s)	Historical SoulCycle Holdings, LLC		Adjustments	Pro Forma SoulCycle Inc.
Assets
Current assets:
Cash and cash equivalents	$	6,551
Inventories		3,899
Prepared expenses and other current assets		3,571
Total current assets		14,021
Property, equipment and leasehold improvements, net		81,544
Goodwill		—
Other non-current assets		1,592
Total assets	$	97,157
Liabilities and Members’/Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	10,694
Short-term debt		3,750
Deferred revenue		15,914
Other current liabilities		35
Total current liabilities		30,393
Long-term liabilities:
Deferred rent		7,989
Other non-current liabilities		913
Total long-term liabilities		8,902
Total liabilities		39,295
Members’/Stockholders’ Equity
Members’ Equity		57,862
Common Stock, par value $0.01 per share		—
Additional paid in capital		—
Total members’/stockholders’ equity		57,862
Total liabilities and members’/stockholders’ equity	$	97,157

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SoulCycle Inc. and Subsidiaries

Unaudited Pro Forma Consolidated Statement of Operations

for the year ended December 31, 2014

(000’s)	Historical SoulCycle Holdings, LLC		Adjustments	Pro Forma SoulCycle Inc.
Revenue:
Studio fees	$	93,776
Other revenue		18,175
Total revenue		111,951
Expenses:
Compensation and related		42,200
General and administrative		20,814
Rent and occupancy		9,053
Depreciation and amortization		6,905
Retail cost of sales		6,440
Total operating expenses, net		85,412
Income from operations		26,539
Interest expense, net		302
Income before income taxes		26,237
Provision for income taxes		908
Net income	$	25,329
Net income per share data:
Weighted average shares outstanding:
Basic
Diluted
Net income available per share:
Basic
Diluted

48

SoulCycle Inc. and Subsidiaries

Unaudited Pro Forma Consolidated Statement of Operations

for the three months ended March 31, 2015

(000’s)	Historical SoulCycle Holdings, LLC		Adjustments	Pro Forma SoulCycle Inc.
Revenue:
Studio fees	$	29,787
Other revenue		5,045
Total revenue		34,832
Expenses:
Compensation and related		12,781
General and administrative		6,158
Rent and occupancy		3,218
Depreciation and amortization		2,414
Retail cost of sales		1,691
Total operating expenses, net		26,262
Income from operations		8,570
Interest expense, net		63
Income before income taxes		8,507
Provision for income taxes		392
Net income	$	8,115
Net income per share data:
Weighted average shares outstanding:
Basic
Diluted
Net income available per share:
Basic
Diluted

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our historical results of operations and our liquidity and capital resources should be read in conjunction with the consolidated financial statements and related notes that appear elsewhere in this report. In addition to historical financial information, this prospectus contains “forward-looking statements.” You should review the “Special Note Regarding Forward-Looking Statements” and “Risk Factors” sections of this prospectus for factors and uncertainties that may cause our actual future results to be materially different from those in our forward-looking statements. Forward-looking statements in this document are based on information available to us as of the date hereof, and we assume no obligation to update any such forward-looking statements.

In this document, the accompanying consolidated financial statements and notes thereto, the terms “SCH,” “Company,” “we,” “us” and “ours” refers to SoulCycle Holdings, LLC and its subsidiaries (“SoulCycle”).

Company Overview

SoulCycle is a rapidly growing lifestyle brand that we believe ignited the boutique fitness category and remains the industry’s defining brand. Our mission is to bring Soul to the people. SoulCycle instructors guide riders through an inspirational, meditative fitness experience designed to benefit the body, mind and soul. Our focus is to provide personalized and consistent customer service while creating community for our riders. The concept of community and mutual support is reinforced in every single SoulCycle class. We believe the community we create is essential to the inspiration of the brand and our engagement with our riders.

As of March 31, 2015, we operated 38 total studios in seven metropolitan areas. The following table illustrates our locations by market:

	As of March 31,		As of December 31,
Market	2015		2014		2013		2012
New York City		13		12		10		5
New York Metro(1)		10		10		8		4
Southern California		7		7		4		3
Northern California		4		4		3		—
Washington D.C. Metro		2		2		—		—
Boston Metro		1		1		—		—
Southern Florida		1		—		—		—
Total		38		36		25		12

(1) New York Metro includes studios located on Long Island and in Westchester County, New York, and in Connecticut and New Jersey.

During the three months ended March 31, 2015, we conducted approximately 26,000 paying classes for our community who completed 0.9 million rides.

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Growth Strategies and Outlook

We plan to continue to expand our business and enhance our competitive positioning by executing on the following strategies:

• Expanding our studio base.    We believe that new studio openings present one of the greatest opportunities to continue to drive growth. We believe there is significant whitespace to continue expanding in both existing and new U.S. markets, with both urban and suburban locations and a long-term opportunity to grow our current SoulCycle domestic footprint to at least 250 studios. We believe that our company is well-positioned to open at least 10 to 15 new studios per year for the next several years. In addition, we believe that the SoulCycle brand can be successfully transported abroad, which would generate growth incremental to our planned domestic footprint.

• Optimizing our market presence.    Given the passion and loyalty within our current community and growing brand awareness in circles outside our footprint, we believe there is an opportunity to optimize our market presence as measured by rides per day. We have several initiatives underway to both attract new riders and increase the frequency of rides by our existing community including planned marketing initiatives around acquisition and retention as well as “clustering” of new studios in existing markets to further increase brand awareness.

• Growing the SoulCycle community.    We continue to grow the SoulCycle community through our grassroots marketing initiatives, our digital and social customer engagement programs and our corporate social responsibility activities. We welcome the opportunity to give back to our communities by creating impactful experiences for their charitable organizations. The meaningful community interactions across our digital platforms and our corporate social responsibility initiatives nurture the continued growth of our brand.

• Brand extension opportunities.    We believe we can continue to extend and monetize the SoulCycle brand beyond the walls of our studios primarily in the areas of retail and digital content. 

Retail:    Our branded retail line of apparel, sourced from a selective assortment of premium brands, strengthens rider engagement and allows us to garner a larger share of riders’ spend. We believe there is a considerable opportunity to expand our retail brand going forward.

Digital:    We believe a clear opportunity exists to expand our digital platform with content created or curated by our world-renowned instructor talent. Additionally, we believe there is also an opportunity to expand SoulCycle class content to an “at-home” audience.

Post-Offering Taxation and Expenses

We became subject to U.S. federal and state corporate income tax at the time of our conversion and will be taxed at the prevailing corporate tax rates.

As a public company, we will be implementing additional procedures and processes for the purpose of addressing the standards and requirements applicable to public companies. We expect to incur additional annual expenses related to public company reporting and control process documentation and, among other things, additional directors’ and officers’ liability insurance, director fees, transfer agent fees, hiring additional accounting, legal and administrative personnel and increased professional services.

In addition, we will continue to reimburse our former parent, EHI, for various transitional services until                      2016. We will continue to reimburse EHI for real estate leasing and capital improvement related services until                      2017. See “Certain Relationships and Related Party Transactions—Transition Services Agreement.”

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Results of Operations:

The following tables summarize key components of our results of operations for the periods indicated:

	For the three months ended, March 31,				For the year ended, December 31,
	2015		2014		2014		2013		2012
($000’s):	(unaudited)
Consolidated Statement of Operations Data
Revenue:
Studio fees	$	29,787	$	19,265	$	93,776	$	62,740	$	30,812
Other revenue		5,045		3,528		18,175		12,568		5,358
Total revenue		34,832		22,793		111,951		75,308		36,170
Expenses:
Compensation and related		12,781		8,846		42,200		28,227		14,979
General and administrative		6,158		3,988		20,814		14,972		7,392
Rent and occupancy		3,218		1,762		9,053		6,053		2,829
Depreciation and amortization		2,414		1,379		6,905		3,334		1,150
Retail cost of sales		1,691		1,111		6,440		4,145		1,975
Total operating expenses, net		26,262		17,086		85,412		56,731		28,325
Income from operations		8,570		5,707		26,539		18,577		7,845
Interest expense, net		63		71		302		148		8
Income before income taxes		8,507		5,636		26,237		18,429		7,837
Provision for income taxes		392		193		908		632		214
Net income	$	8,115	$	5,443	$	25,329	$	17,797	$	7,623

The following table sets forth our consolidated statement of operations data as a percentage of total revenues:

	For the three months ended March 31,						For the year ended December 31,
	2015			2014			2014			2013			2012
	(unaudited)
Revenue:
Studio fees		85.5	%		84.5	%		83.8	%		83.3	%		85.2	%
Other revenue		14.5			15.5			16.2			16.7			14.8
Total revenue		100.0			100.0			100.0			100.0			100.0
Expenses:
Compensation and related		36.7			38.8			37.7			37.5			41.4
General and administrative		17.7			17.5			18.6			19.9			20.4
Rent and occupancy		9.2			7.7			8.1			8.0			7.8
Depreciation and amortization		6.9			6.1			6.2			4.4			3.2
Retail cost of sales		4.9			4.9			5.8			5.5			5.5
Total operating expenses, net		75.4			75.0			76.3			75.3			78.3
Income from operations		24.6			25.0			23.7			24.7			21.7
Interest expense, net		0.2			0.3			0.3			0.2			0.0
Income before income taxes		24.4			24.7			23.4			24.5			21.7
Provision for income taxes		1.1			0.8			0.8			0.8			0.6
Net income		23.3	%		23.9	%		22.6	%		23.7	%		21.1	%

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Three Months Ended March 31, 2015, Compared to Three Months Ended March 31, 2014

Revenue

	For the three months ended March 31,
	2015					2014
($000’s)	Revenue		% of Total Revenue			Revenue		% of Total Revenue			% Variance
Studio fees	$	29,787		85.5	%	$	19,265		84.5	%		54.6	%
Other revenue		5,045		14.5	%		3,528		15.5	%		43.0	%
Total revenue	$	34,832		100.0	%	$	22,793		100.0	%		52.8	%

Revenue.    Total revenue increased $12.0 million, or 52.8%, to $34.8 million for the three months ended March 31, 2015 from $22.8 million for the three months ended March 31, 2014. Same studio sales for the three months ended March 31, 2015 of $24.2 million increased 15.0% compared to the three months ended March 31, 2014 sales of $21.1 million. Increased revenue from new studios contributed $8.0 million.

Studio fees, which represented 85.5% of our total revenue, increased $10.5 million, or 54.6%, to $29.8 million for the three months ended March 31, 2015, compared to $19.3 million for the three months ended March 31, 2014. The increase in studio fees was primarily attributable to an increase in number of rides, offset slightly by a decrease in average price per ride resulting from a shift in the geographic mix of studios outside of New York City, which have a lower price point.

Other revenue increased $1.5 million, or 43.0%, to $5.0 million for the three months ended March 31, 2015 from $3.5 million for the three months ended March 31, 2014. Other revenue primarily includes sales of clothing, accessories and beverages and shoe rental revenue. Other revenue increased due to the opening of new studios and an increase in riders at existing studios.

Operating expenses

	For the three months ended March 31,
	2015		2014		% Variance
($000’s)	(unaudited)
Compensation and related	$	12,781	$	8,846		44.5	%
General and administrative		6,158		3,988		54.4	%
Rent and occupancy		3,218		1,762		82.6	%
Depreciation and amortization		2,414		1,379		75.1	%
Retail cost of sales		1,691		1,111		52.2	%
Total operating expenses, net	$	26,262	$	17,086		53.7	%

Compensation and related.    Compensation and related expenses were $12.8 million for the three months ended March 31, 2015, an increase of $4.0 million, or 44.5%, from $8.8 million in 2014. As a percentage of revenue, compensation and related expenses decreased 2.1%, to 36.7% from 38.8% for the comparable period. The decrease as a percentage of revenue was primarily due to a decrease in the average instructor pay rates, which resulted from compensation at lower rates in connection with new studio expansion, as well as lower corporate compensation costs as a percentage of revenue. Revenue growth over this time period was 52.8% while corporate compensation growth was 47.8%.

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General and administrative.    General and administrative expenses were $6.2 million for the three months ended March 31, 2015, an increase of $2.2 million, or 54.4%, from $4.0 million for the three months ended March 31, 2014. General and administrative expenses increased as a result of new studio openings. As a percentage of revenue, general and administrative expenses increased to 17.7% for the three months ended March 31, 2015 from 17.5% for the three months ended March 31, 2014. General and administrative costs were higher primarily driven by increased marketing and public relations costs.

Rent and occupancy.    Rent and occupancy expense was $3.2 million for the three months ended March 31, 2015, an increase of $1.4 million, or 82.6%, from $1.8 million for the three months ended March 31, 2014. This increase was primarily due to additional rent and related expenses incurred in connection with our new openings. As a percentage of revenue, rent and occupancy expense increased to 9.2% for the three months ended March 31, 2015 from 7.7% for the three months ended March 31, 2014. The increase as a percentage of revenue was primarily driven by an increase in rent and occupancy due to acquiring additional corporate office space to accommodate growth.

Depreciation and amortization.    Depreciation and amortization expense was $2.4 million for the three months ended March 31, 2015, an increase of $1.0 million, or 75.1%, from $1.4 million for the three months ended March 31, 2014. This increase was primarily attributable to an increase in depreciation expense resulting from leasehold improvements and new equipment for our new studio openings and additional investment in corporate infrastructure, including website development. As a percentage of revenue, depreciation and amortization increased to 6.9% from 6.1%.

Retail cost of sales. Retail cost of sales were $1.7 million for the three months ended March 31, 2015, an increase of $0.6 million or 52.2% from $1.1 million for the three months ended March 31, 2014. This increase was primarily attributable to an increase in cost of sales relative to an increase in retail sales.

Total operating expenses, net.    Total operating expenses, net, were $26.3 million for the three months ended March 31, 2015, an increase of $9.2 million, or 53.7%, from $17.1 million for the three months ended March 31, 2014. As a percentage of revenue, operating expenses increased to 75.4% in 2015 from 75.0% in the prior year. The increase as a percentage of revenue was primarily driven by an increase in rent and occupancy and depreciation and amortization due to acquiring additional corporate office space to accommodate growth.

Net income

	For the three months ended March 31,
	2015		2014		% Variance
($000’s)	(unaudited)
Total revenue	$	34,832	$	22,793		52.8	%
Total operating expenses, net		26,262		17,086		53.7	%
Income from operations		8,570		5,707		50.2	%
Interest expense, net		63		71		-11.3	%
Income before income taxes		8,507		5,636		50.9	%
Provision for income taxes		392		193		103.1	%
Net income	$	8,115	$	5,443		49.1	%

Interest expense, net.    Interest expense, net, consisted of interest expense on our revolving line of credit with our majority equityholder, EHI and interest on automobile loans. Interest expense, net, totaled $0.1 million for each of the three months ended March 31, 2015 and 2014.

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Provision for income taxes.    Provision for income taxes increased $0.2 million, resulting from an increase in California franchise board taxes of $0.1 million and an increase in New York City unincorporated business taxes of $0.1 million. Each of these increased as a result of an increase in our taxable income. We were not subject to U.S. federal income tax in these periods.

Net income.    As a result of the reasons discussed above, net income was $8.1 million for the three months ended March 31, 2015 compared to net income of $5.4 million for the three months ended March 31, 2014.

Year Ended December 31, 2014, Compared to Year Ended December 31, 2013

Revenue

	For the Year Ended December 31,
	2014					2013
($000’s)	Revenue		% of Total Revenue			Revenue		% of Total Revenue			% Variance
Studio fees	$	93,776		83.8	%	$	62,740		83.3	%		49.5	%
Other revenue		18,175		16.2	%		12,568		16.7	%		44.6	%
Total revenue	$	111,951		100.0	%	$	75,308		100.0	%		48.7	%

Revenue.    Total revenue increased $36.7 million, or 48.7%, to $112.0 million for the year ended December 31, 2014 from $75.3 million for the year ended December 31, 2013. Same studio sales for the year ended December 31, 2014 of $67.9 million increased 5.0% compared to the year ended December 31, 2013 of $64.7 million. Increased revenue from new studios contributed $32.8 million.

Studio fees, which represented 83.8% of our total revenue, increased $31.1 million, or 49.5%, to $93.8 million for the year ended December 31, 2014, compared to $62.7 million for the year ended December 31, 2013. The increase in studio fees was primarily attributable to an increase in number of rides, offset by a decrease in average price per ride driven by the change in mix of suburban studio openings, which have a lower price point than urban studios.

Other revenue increased $5.6 million, or 44.6%, to $18.2 million for the year ended December 31, 2014 from $12.6 million for the year ended December 31, 2013. Other revenue primarily includes sales of clothing, accessories and beverages and shoe rental revenue. Other revenue increased due to the opening of new studios and an increase in riders at existing studios.

Operating expenses

	For the Year Ended December 31,
($000’s)	2014		2013		% Variance
Compensation and related	$	42,200	$	28,227		49.5	%
General and administrative		20,814		14,972		39.0	%
Rent and occupancy		9,053		6,053		49.6	%
Depreciation and amortization		6,905		3,334		107.1	%
Retail cost of sales		6,440		4,145		55.4	%
Total operating expenses, net	$	85,412	$	56,731		50.6	%

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Compensation and related.    Compensation and related expenses were $42.2 million for the year ended December 31, 2014, an increase of $14.0 million, or 49.5%, from $28.2 million in 2013. As a percentage of revenue, compensation and related expenses increased to 37.7% from 37.5% for the comparable period. The increase as a percentage of revenue was primarily due to an increase in the average instructor pay rate, as well as higher corporate compensation costs as a percent of revenue. Revenue growth over this time period was 48.7% while corporate compensation growth was 49.5%.

General and administrative.    General and administrative expenses were $20.8 million for the year ended December 31, 2014, an increase of $5.8 million or 39.0%, from $15.0 million for the year ended December 31, 2013. General and administrative expenses increased primarily as a result of new studio openings. As a percentage of revenue, general and administrative expenses decreased to 18.6% for the year ended December 31, 2014, from 19.9% in the prior year due to operational efficiencies related to studio supplies.

Rent and occupancy.    Rent and occupancy expense was $9.1 million for the year ended December 31, 2014, an increase of $3.0 million or 49.6%, from $6.1 million for the year ended December 31, 2013. This increase was primarily due to additional rent and related expenses incurred in connection with our new openings. As a percentage of revenue, rent and occupancy expense increased to 8.1% for the year ended December 31, 2014 from 8.0% in the prior year.

Depreciation and amortization.    Depreciation and amortization expense was $6.9 million for the year ended December 31, 2014, an increase of $3.6 million, or 107.1%, from $3.3 million for the year ended December 31, 2013. This increase was primarily attributable to an increase in depreciation expense resulting from leasehold improvements and new equipment for our new studio openings. As a percentage of revenue, depreciation and amortization increased to 6.2% from 4.4% in the prior year.

Retail cost of sales.    Retail cost of sales were $6.4 million for the year ended December 31, 2014, an increase of $2.3 million, or 55.4%, from $4.1 million for the year ended December 31, 2013. This increase was primarily attributable to an increase in cost of sales relative to an increase in retail sales.

Total operating expenses, net.    Total operating expenses were $85.4 million for the year ended December 31, 2014, an increase of $28.7 million or 50.6%, from $56.7 million for the year ended December 31, 2013. As a percentage of revenue, operating expenses increased to 76.3% in 2014 from 75.3% in the prior year. The increase as a percentage of revenue was primarily due to an increase in depreciation and amortization expenses as a percentage of revenue.

Net income

	For the year ended December 31,
($000’s)	2014		2013		% Variance
Total revenue	$	111,951	$	75,308		48.7	%
Total operating expenses, net		85,412		56,731		50.6	%
Income from operations		26,539		18,577		42.9	%
Interest expense, net		302		148		104.1	%
Income before income taxes		26,237		18,429		42.4	%
Provision for income taxes		908		632		43.7	%
Net income	$	25,329	$	17,797		42.3	%

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Interest expense, net.    Interest expense, net, consisted of interest expense on our revolving line of credit with our majority shareholder, EHI, and interest on automobile loans. Interest expense, net totaled $0.3 million and $0.1 million for the years ended December 31, 2014 and 2013, respectively.

Provision for income taxes.    Provision for income taxes increased $0.3 million, primarily due to an increase in California franchise board taxes of $0.1 million and an increase in New York City unincorporated business taxes of $0.2 million. Each of these increased as a result of an increase in our taxable income. We were not subject to U.S. federal income tax during these periods.

Net income.    As a result of the reasons discussed above, net income was $25.3 million for the year ended December 31, 2014 compared to net income of $17.8 million for the year ended December 31, 2013.

Year Ended December 31, 2013, Compared to Year Ended December 31, 2012

Revenue

	For the Year Ended December 31,
	2013					2012
($000’s)	Revenue		% of Total Revenue			Revenue		% of Total Revenue			% Variance
Studio fees	$	62,740		83.3	%	$	30,812		85.2	%		103.6	%
Other revenue		12,568		16.7	%		5,358		14.8	%		134.6	%
Total revenue	$	75,308		100.0	%	$	36,170		100.0	%		108.2	%

Revenue.    Total revenue increased $39.1 million, or 108.2%, to $75.3 million for the year ended December 31, 2013 from $36.2 million for the year ended December 31, 2012. Same studio sales for the year ended December 31, 2013 of $42.4 million increased 22.3% compared to the year ended December 31, 2012 of $34.7 million. Increased revenue from new studios contributed $31.3 million.

Studio fees, which represented 83.3% of our total revenue, increased $31.9 million, or 103.6%, to $62.7 million for the year ended December 31, 2013, compared to $30.8 million for the year ended December 31, 2012. The increase in studio fees was attributable to an increase in number of rides and average price per ride.

Other revenue increased $7.2 million, or 134.6%, to $12.6 million for the year ended December 31, 2013 from $5.4 million for the year ended December 31, 2012. Other revenue primarily includes sales of clothing, accessories and beverages and shoe rental revenue. Other revenue increased due to the opening of new studios and an increase in riders at existing studios.

Operating expenses

	For the Year Ended December 31,
($000’s)	2013		2012		% Variance
Compensation and related	$	28,227	$	14,979		88.4	%
General and administrative		14,972		7,392		102.5	%
Rent and occupancy		6,053		2,829		114.0	%
Depreciation and amortization		3,334		1,150		189.9	%
Retail cost of sales		4,145		1,975		109.9	%
Total operating expenses, net	$	56,731	$	28,325		100.3	%

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Compensation and related.    Compensation and related expenses were $28.2 million for the year ended December 31, 2013, an increase of $13.2 million, or 88.4%, from $15.0 million in 2012. As a percentage of revenue, compensation and related expenses decreased 3.9%, to 37.5% from 41.4% for the comparable period. The decrease as a percentage of revenue was primarily due to a decrease in average instructor pay rates from the year ended December 31, 2012 which resulted from compensation at lower rates in connection with new studio expansion.

General and administrative.    General and administrative expenses were $15.0 million for the year ended December 31, 2013, an increase of $7.6 million or 102.5%, from $7.4 million for the year ended December 31, 2012. General and administrative expenses increased primarily as a result of new studio openings. As a percentage of revenue, general and administrative expenses decreased to 19.9% for the year ended December 31, 2013, from 20.4% in the prior year.

Rent and occupancy.    Rent and occupancy expense was $6.1 million for the year ended December 31, 2013, an increase of $3.3 million or 114.0%, from $2.8 million for the year ended December 31, 2012. This increase was primarily due to additional rent and related expenses incurred in connection with our new openings. As a percentage of revenue, rent and occupancy expense increased to 8.0% for the year ended December 31, 2013 from 7.8% in the prior year. The increase as a percentage of revenue was primarily driven by an increase in rent and occupancy due to acquiring additional corporate office space to accommodate growth.

Depreciation and amortization.    Depreciation and amortization expense was $3.3 million for the year ended December 31, 2013, an increase of $2.1 million, or 189.9%, from $1.2 million for the year ended December 31, 2012. This increase was primarily attributable to an increase in depreciation expense resulting from leasehold improvements and new equipment for our new studio openings. As a percentage of revenue, depreciation and amortization increased to 4.4% from 3.2% for the year ended December 31, 2012.

Retail cost of sales. Retail cost of sales were $4.1 million for the year ended December 31, 2013, an increase of $2.1 million or 109.9% from $2.0 million for the year ended December 31, 2012. This increase was primarily attributable to an increase in cost of sales relative to an increase in retail sales.

Total operating expenses, net.    Total operating expenses, net, were $56.7 million for the year ended December 31, 2013, an increase of $28.4 million or 100.3%, from $28.3 million for the year ended December 31, 2012. As a percentage of revenue, operating expenses decreased to 75.3% in 2013 from 78.3% in the prior year. The decrease as a percentage of revenue was primarily due to a decrease in compensation and related expenses as a percentage of revenue.

Net income

	For the year ended December 31,
($000’s)	2013		2012		% Variance
Total revenue	$	75,308	$	36,170		108.2	%
Total operating expenses, net		56,731		28,325		100.3	%
Income from operations		18,577		7,845		136.8	%
Interest expense, net		148		8		—	%
Income before income taxes		18,429		7,837		135.2	%
Provision for income taxes		632		214		195.3	%
Net income	$	17,797	$	7,623		133.5	%

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Interest expense, net.    Interest expense, net, consisted of interest expense on our revolving line of credit with our majority equityholder, EHI, and interest on automobile loans. Interest expense, net, totaled $0.1 million and less than $0.1 million for the years ended December 31, 2013 and 2012, respectively.

Provision for income taxes.    Provision for income taxes increased $0.4 million, resulting from an increase in New York City unincorporated business taxes of $0.4 million as a result of an increase in our taxable income. We were not subject to U.S. federal income tax during these periods.

Net income.    As a result of the reasons discussed above, net income was $17.8 million for the year ended December 31, 2013 compared to net income of $7.6 million for the year ended December 31, 2012.

Liquidity and Capital Resources

Historically, we have satisfied our liquidity needs primarily through cash generated from operations and, if necessary, our revolving line of credit with EHI. Our principal liquidity needs include capital expenditures for the development of new studios and other capital expenditures necessary to improve existing studios, primarily leasehold improvements and additional furniture and fixtures.

Based upon our current level of operations, we believe that our cash balance on hand following the application of the proceeds of this offering, our cash flow from operations and our ability to draw on a line of credit available under a new credit agreement, which we expect to have in place on or before the closing of this offering, will be adequate to meet our short- and long-term liquidity requirements. We estimate that each studio opening requires a cash outlay of between $2.0 million and $2.5 million, depending on size and location.

We utilize operating lease arrangements for all of our studios. We believe that our operating lease arrangements continue to provide the appropriate leverage for our capital structure in a financially efficient manner. Because we lease all of the properties related to our studios, as well as our corporate office, we do not have any debt that is secured by real property.

Selected Cash Flow Data

The following table and discussion presents, for the periods indicated, a summary of certain cash flow data from operating, investing and financing activities.

	For the three months ended March 31,						For the year ended December 31,
	2015			2014			2014			2013			2012
($000’s)	(unaudited)
Provided by operating activities	$	12,607		$	5,655		$	39,741		$	27,975		$	13,138
Used in investing activities		(11,810	)		(7,252	)		(34,911	)		(26,408	)		(13,234	)
(Used in) provided by financing activities		(8	)		2,193			(3,725	)		688			(504	)
Increase in cash and cash equivalents		789			596			1,105			2,255			(600	)
Cash and cash equivalents at beginning of period		5,762			4,657			4,657			2,402			3,002
Cash and cash equivalents at end of period	$	6,551		$	5,253		$	5,762		$	4,657		$	2,402

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Three Months Ended March 31, 2015, Compared to Three Months Ended March 31, 2014

Net cash provided by operating activities

Net cash provided by operating activities was $12.6 million for the three months ended March 31, 2015 as compared to $5.7 million for the three months ended March 31, 2014. The increase is primarily due to changes in accounts payable and accrued expenses and an increase in income from operations before non-cash charges for the three months ended March 31, 2015 compared to the three months ended March 31, 2014 as a result of an increase in our studios.

Net cash used in investing activities

Primarily as a result of our studio expansions, we invested $11.8 million for the three months ended March 31, 2015 as compared to $7.3 million for the three months ended March 31, 2014. The $11.8 million and $7.3 million used in investing activities is comprised of capital expenditures for our studio renovations and new locations for the three months ended March 31, 2015 and 2014. We expect to continue investing in capital expenditures in accordance with our expansion strategy.

Net cash (used in) provided by financing activities

Net cash used in financing activities was less than $0.1 million for the three months ended March 31, 2015 as compared to net cash provided by financing activities of $2.2 million for the three months ended March 31, 2014. The change was primarily due to $2.2 million drawn on our revolving line of credit with EHI during the three months ended March 31, 2014 to fund capital expenditures during that period.

Year Ended December 31, 2014, Compared to Year Ended December 31, 2013

Net cash provided by operating activities

Net cash provided by operating activities was $39.7 million for the year ended December 31, 2014 as compared to $28.0 million for the year ended December 31, 2013. The increase was primarily due to an increase in income from operations before non-cash charges for the year ended December 31, 2014 compared to the year ended December 31, 2013 as a result of an increase in our studios.

Net cash used in investing activities

Primarily as a result of our studio expansions, we invested $34.9 million for the year ended December 31, 2014 as compared to $26.4 million for the year ended December 31, 2013. The $34.9 million and $26.4 million used in investing activities is comprised of capital expenditures for our studio renovations and new locations for the years ended December 31, 2014 and 2013. We expect to continue investing in capital expenditures in accordance with our expansion strategy.

Net cash (used in) provided by financing activities

Net cash used in financing activities was $3.7 million for the year ended December 31, 2014 as compared to net cash provided by financing activities of $0.7 million for the year ended December 31, 2013. The change was primarily due to a net $3.0 million drawn on our revolving line of credit with EHI for the year ended December 31, 2013. No net cash was drawn for the year ended December 31, 2014. In addition, there was an increase of $1.4 million in member distributions resulting from an increase in distributable income.

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Year Ended December 31, 2013 Compared to Year Ended December 31, 2012

Net cash provided by operating activities

Net cash provided by operating activities was $28.0 million for the year ended December 31, 2013 as compared to $13.1 million for the year ended December 31, 2012. The increase was primarily due to an increase of income from operations before non-cash charges for the year ended December 31, 2013 compared to the year ended December 31, 2012 as a result of an increase in our studios.

Net cash used in investing activities

Primarily as a result of our studio expansions, we invested $26.4 million for the year ended December 31, 2013 as compared to $13.2 million for the year ended December 31, 2012. The $26.4 million and $13.2 million used in investing activities is comprised of capital expenditures for our studio locations for the years ended December 31, 2013 and 2012. We expect to continue investing in capital expenditures in accordance with our expansion strategy.

Net cash provided by (used in) financing activities

Net cash provided by financing activities was $0.7 million for the year ended December 31, 2013 as compared to net cash used in financing activities of $0.5 million for the year ended December 31, 2012. The change was primarily due to a net $3.0 million drawn on our revolving line of credit with EHI for the year ended December 31, 2013 compared to $0.8 million drawn for the year ended December 31, 2012, offset by an increase of $1.1 million in member distributions resulting from an increase in distributable income.

Credit Agreements

Revolving Line of Credit

EHI previously agreed to lend us cash on a revolving and unsecured basis to fund ongoing capital expenditures, which we refer to as our EHI revolver. Our EHI revolver was repaid in full on May 13, 2015 and EHl’s obligation to lend terminated on May 15, 2015. Borrowings under our EHI revolver bore interest at 6.6%, EHI’s cost of capital.

At each of March 31, 2015, December 31, 2014, and December 31, 2013 the outstanding borrowings under our revolver were $3.8 million.

Credit Agreement

On May 15, 2015, SCH entered into a credit agreement with various commercial bank lenders to which we succeeded upon the conversion. Our credit agreement provided us with a $165,000,000 term loan and a $25,000,000 revolving credit facility. We borrowed the full $165,000,000 term loan and $4,000,000 of the revolving credit facility to partially fund the redemption payments to our founders and their family trusts, as more fully described in “The Formation Transactions.” As of              , 2015, the outstanding borrowings under our credit agreement totaled $         million and bear interest at         % per annum, the fluctuating Eurodollar based interest in effect as of such date. As of              , 2015, we have $         million available for borrowing under the revolving credit facility. The outstanding borrowings become due and payable upon the closing of this offering and will be repaid with the proceeds of this offering and financing obtained under a new credit agreement we expect to enter into on or before the closing of this offering.

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Borrowings under our credit agreement are secured, subject to permitted liens and other agreed upon exceptions, by a first-priority lien on and perfected security interest in substantially all of our and our subsidiaries’ assets. In addition, our subsidiaries entered into a guaranty, pursuant to which they agreed to guarantee our obligations under the credit agreement. Our credit agreement contains customary representations and warranties and customary events of default, as well as certain affirmative and negative financial covenants, including restrictions concerning the incurrence of indebtedness and liens, mergers, consolidations and acquisitions, sales of assets, the conduct of our business, investments, dividends, redemptions and distributions and affiliated transactions. Our credit agreement contains a financial covenant that requires us to maintain a total leverage ratio according to a specified schedule which, as of June 30, 2015, is set at 4.75:1. It also requires that we maintain an interest coverage ratio of 3.75:1.

We expect our new credit agreement will provide us with financing sufficient to repay the outstanding borrowings due under our current credit agreement and provide an additional source of financing for use in our operations.

Off-Balance Sheet Arrangements

As of March 31, 2015, we did not have any off-balance sheet arrangements, except for operating leases entered into in the normal course of business.

Contractual Obligations

The following table and discussion presents contractual obligations and commercial commitments as of December 31, 2014.

($000’s)	Total		2015		2016-2017		2018-2019		Thereafter
Operating lease obligations	$	145,041	$	10,031	$	24,547	$	25,687	$	84,776
EHI revolver	$	3,750		—		—		—	$	3,750

Our EHI revolver was paid in full on May 13, 2015.

We also enter into purchase commitments related to retail, equipment, construction and other service-related arrangements that occur in the normal course of business. Such commitments are excluded from the above table, as they are typically short-term in nature and are not material as of December 31, 2014.

Other long-term liabilities excluded from the above table include non-cash obligations for deferred rent. In addition, other unrecorded obligations that have been excluded from the contractual obligations table include contingent rent payments, property taxes, insurance payments and common area maintenance costs.

Jumpstart Our Business Startups Act of 2012

We chose to “opt out” of the provision of the JOBS Act that permits us, as an “emerging growth company,” to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. As a result, we will comply with new or revised accounting standards as required when they are adopted. Our decision to opt out of the extended transition period provided in the JOBS Act is irrevocable.

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Selected Quarterly Financial Data

The following table sets forth selected unaudited financial data for the three months ended March 31, 2015 and 2014 and the years ended December 31, 2014 and 2013. The selected unaudited quarterly data includes all adjustments (consisting of normal recurring adjustments) that, in the opinion of management, are necessary for a fair presentation of the information presented. This information should be read in conjunction with the consolidated financial statements and related notes thereto included elsewhere in this report. Operating results for interim periods are not necessarily indicative of the results that may be expected for a full fiscal year.

	2015		2014								2013
Financial Data: ($000’s)	First Quarter		Fourth Quarter		Third Quarter		Second Quarter		First Quarter		Fourth Quarter		Third Quarter		Second Quarter		First Quarter
Total Revenue	$	34,832	$	33,311	$	28,877	$	26,970	$	22,793	$	20,784	$	20,994	$	18,569	$	14,961
Income from operations	$	8,570	$	6,162	$	7,381	$	7,289	$	5,707	$	1,777	$	5,868	$	6,046	$	4,886

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BUSINESS

Founded on the belief that fitness should be inspiring, SoulCycle is a rapidly growing lifestyle brand that strives to empower our riders in an immersive fitness experience. With inspirational coaching and high-energy music, SoulCycle was created to strengthen both the mind and the body. Our goal is to change a typically solitary activity to an inspiring and collective experience.

Our founders, Elizabeth Cutler and Julie Rice, were introduced at a lunch ten years ago and quickly realized they shared a similar vision about the changing role of fitness in our society of over-programmed, always-connected consumers. Traditionally, exercise was viewed as a chore, a box that needed to be checked. We believe that fitness should be joyful, inspiring and help people connect with their true and best selves.

In April 2006, SoulCycle was born in the rear lobby of a former dance studio found on Craigslist, and became an instant hit. What started as a single, 31-bike indoor cycling studio on the Upper West Side of New York City has transformed into a high growth lifestyle brand that, as of March 31, 2015, comprised a community of over 300,000 unique riders who created a discrete online account and attended a paid or complimentary class, in 38 studios across the United States and with social media followers around the world. We believe SoulCycle is leading the global trend towards healthy living and a lifelong quest for meaning, wellness and personal growth.

At SoulCycle, our riders feed off the group’s shared energy and motivation to push themselves to their greatest potential and obtain a deep sense of personal achievement. In a world full of routines, we aim to awaken purpose, possibility and potential. With a motivational workout, a beautiful environment and outstanding personalized customer service, we believe each class can be a transformative experience leading to healthier decisions, relationships and lives. We build a community amongst our riders that we believe enhances our brand and reinforces our customer loyalty.

Though our cycling rooms are digital-free, technology and innovation have always been the backbone of our business. In 2006, our founders created one of the first online reservation systems for fitness classes, which allows our riders to reserve classes for the upcoming week. This reservation system has created a frenzied experience on “Monday at Noon” when approximately 30% of our weekly rides are selected within 15 minutes. Our innovation extends to our proprietary bike and our branded retail line of apparel, which is not only a significant source of revenue, but we believe also serves as a badge of pride for our riders and tremendous awareness generator for our brand. Innovation is our way of doing business.

Our community’s passion for our brand has helped us to deliver strong financial and operating performance, as illustrated by the following:

• Expanded studio count from 12 studios in 2012 to 36 studios in 2014, representing a compounded annual growth rate “CAGR” of 73%;

• Increased classes conducted and rides from 25,126 and 969,104 in 2012 to over 81,000 classes and 2.9 million rides in 2014;

• Expanded total revenue from $36.2 million in 2012 to $112.0 million in 2014, representing a CAGR of 76%;

• Increased Adjusted EBITDA from $11.2 million in 2012 to $35.7 million in 2014, representing a CAGR of 78% and an Adjusted EBITDA Margin of 32% in 2014; and

• Increased income from operations from $7.8 million in 2012 to $26.5 million in 2014.

For a reconciliation of income from operations to Adjusted EBITDA, a non-GAAP measure, see “Selected Consolidated Financial Data” in this prospectus.

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Our Soul

We Aspire to Inspire.    Our mission is to bring Soul to the people. SoulCycle instructors guide riders through an inspirational, meditative fitness experience designed to benefit the body, mind and soul. Set in a dark, candlelit room to high-energy music, our riders move in unison as a pack to the beat, and follow the cues and choreography of the instructor. The experience is tribal. It is primal. And it is fun.

Our classes follow a signature format, yet every SoulCycle experience is unique. Produced to engage every single rider, each carefully curated “cardio party” is fueled by the personalities of our instructors, their uniquely crafted musical playlists and the energy of the room. The signature class includes approximately 35–40 minutes of riding, a five to eight minute upper-body strength series using hand weights and a three minute cool-down stretch. During the class, the instructor leads the rider on an emotional journey that runs parallel to the physical workout. We believe the combination of the physical, musical and emotional aspects of the ride leaves riders inspired and connected to both the brand and the community. Based on the impact we’ve had on our riders’ physical and mental well-being, we believe SoulCycle is more than a business, it’s a movement.

Your Soul Matters.    We are a “culture of yes.” Our core values are service and hospitality. We believe every ride matters; every rider matters. Since we opened our first studio, our focus has been to provide personalized and consistent customer service while creating community for our riders. All of our employees complete initial, as well as ongoing, hospitality training at our “Soul University” to ensure exceptional service across the organization. We empower our managers to treat their studio as their own business and believe this helps foster the entrepreneurial culture upon which we were founded. We care, we work hard and we work together as a team. We encourage our teams to ride as much as they can, as we believe that motivated, engaged and well-trained employees are the key to cultivating our rider communities. We invest considerably in celebrating our teams through programs (such as weekly “SOULccolade”) that reward hard work, creativity, resourcefulness and actions that embody the culture and spirit of our brand.

Pack. Tribe. Community.    At SoulCycle, our riders feed off the group’s shared energy and motivation to push themselves to their greatest potential. In becoming part of our community, our riders are instilled with greater awareness of not only their bodies but also their emotions. We believe this awareness leads to healthier decisions, relationships and lives. We are not a business that values only transactions, rather we create a community that cultivates and sustains relationships. Our immersive culture of inspiration and empowerment contributes to the engaged and connected rider base in each of our studios.

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What Sets SoulCycle Apart

We believe the following strengths define our lifestyle brand positioning and are key drivers of our success:

Our SOUL: An aspirational lifestyle brand.    Great brands often begin with an authentic and powerful origin story, and at SoulCycle, we created a radically innovative business that has resonated with consumers and the press since day one. We believe SoulCycle ignited the boutique fitness category and remains the industry’s defining brand.

From the beginning, SoulCycle has attracted a following that includes business leaders, social influencers and celebrities who were drawn to the idea of an elevated, meditative fitness experience. The explosive growth of our brand is fueled by an ever-expanding core of passionate fans who develop a powerful, emotional connection to SoulCycle and are proud to act as Soul evangelists spreading the word to friends, family and followers. We believe the distinctive SoulCycle experience creates passion and loyalty and generates tremendous word-of-mouth brand awareness, fueling our growth.

Our riders arrive early and stay after class to socialize with their fellow riders, the studio teams and instructors. Riders voraciously consume, comment on and share content from our blog and social media channels. SoulCycle apparel has become the uniform of choice both inside and outside the studios. Our silver retail bags can be found in airports, on street corners and in households across the country. We do not have a target demographic because at SoulCycle, ANYONE can be an Athlete, a Legend, a Warrior, a Renegade or a Rockstar. It is the place people come, regardless of their age, athletic ability, size, shape, profession or personality, to connect with their best selves.

In 2014, SoulCycle had over 10,000 unsolicited print and online press placements across local and national news outlets, including publications ranging from The New York Times and The Wall Street Journal to current events and fashion periodicals such as Vanity Fair and Vogue. Furthermore, SoulCycle was included in television programs covering topics ranging from news to pop culture with features in The Colbert Report, The Tonight Show Starring Jimmy Fallon and the prime time show NCIS.

We have been recognized as being an innovative force both within our industry and beyond, including our being voted one of the World’s Top 10 Most Innovative Companies in Fitness by Fast Company in 2013, and rated the sixth most influential brand on Twitter at the most recent Consumer Electronics Show.

We believe our riders’ engagement with our brand will continue to attract new riders and allow us to maintain what we believe to be our leading, industry-defining position.

What we provide: A one-of-a-kind fitness experience that inspires and delights.    Our focus is to change people’s relationship with exercise by creating a workout that doesn’t feel like WORK. We have accomplished this by consistently delivering an elevated fitness experience that is physically efficient and challenging, spiritually uplifting and above all else, FUN, paired with our focus on offering welcoming and personal service at every touchpoint.

SoulCycle is carefully curated to be different from a gym or a typical fitness experience. Visitors are greeted with a smile by our front desk staff, inspired to open themselves to the possibility of change by our instructors and embraced and encouraged by our community of riders. After the 45-minute journey, riders stay connected to the brand through conversations on our digital and mobile platforms. For many of our riders, SoulCycle is not about how much weight they can lose, rather, it’s about letting go, turning inward and finding the strength to meet life’s daily challenges, overcome obstacles and break through. SoulCycle isn’t in the business of changing bodies: it’s in the business of changing lives.

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Our pioneering pay-per-class model is a key motivating factor: every time our customers step into one of our studios, they are making a choice to be there. We therefore consider ourselves obligated to ensure that riders enjoy and find value in each and every studio visit and interaction with our brand. Our studios currently average 72,000 rides per week and 30% of our weekly rides are reserved within the first 15 minutes of availability in the frenzied “Monday at noon” experience when riders can select classes for the upcoming week.

What we create: A community for our riders.    SoulCycle is a business built on relationships. It starts with our leadership and extends through our studio teams, instructors and corporate employees.

Each SoulCycle studio represents a unique community with a distinct personality and flavor. Community building begins well before the doors to each studio open. Our local studio, instructor and marketing teams create awareness and excitement for the brand and attract new riders via grassroots marketing outreach to influencers, businesses, charitable organizations and schools in the community. We deploy a diverse toolkit of marketing strategies and events to appeal to a diverse, cross-generational audience of men and women.

We build our rider communities by developing relationships with our riders and encouraging them to develop relationships with each other every day. The concept of community and mutual support is reinforced in every single SoulCycle class. We ride to the rhythm of the music, moving on the bikes together as a pack. We are accountable to one another during class, and we celebrate our journey together when class comes to a close. We believe the SoulCycle experience fosters loyal communities of riders whose relationships extend well beyond the doors of our studios.

Our physical studio communities are complemented by rapidly growing digital communities that include SoulCycle riders and those who have never ridden in our studios but connect with the SoulCycle lifestyle. As of December 31, 2014, SoulCycle’s social media presence included over 70,000 Instagram followers, 53,000 Facebook fans, 36,000 Twitter followers and 18,000 Spotify followers driven by the approximately 235,000 unique riders who experienced SoulCycle in 2014.

We believe the community we create is essential to the inspiration of the brand and our engagement with our riders.

How we do it: Invest in scaling our empowered instructor and studio teams.    We are truly in the people business and place our instructors and studio teams at the core of our culture. We are intentional about hiring people who genuinely care about others, and who show the capacity to cultivate and sustain meaningful relationships. In hiring our studio teams, we value positivity and problem solving. Our instructor scouting team is always identifying and recruiting charismatic fitness professionals to audition for our eight-week proprietary training program.

At SoulCycle, we have created full-time careers for our instructors, which we believe is unique in the fitness industry. Our instructors teach indoor cycling only at SoulCycle and receive an attractive compensation and benefits package. We want our instructors to feel like they have a real career path at SoulCycle and believe this is a key differentiator versus competitors in the fitness industry.

Our overall training philosophy provides “freedom within a framework” to create structure, but not limit creativity and entrepreneurialism, as we believe empowered employees are the most engaged. In addition to our eight-week instructor training program, we have created “Soul University” with over 45 proprietary training programs to scale the distinctive culture and service of our studio operation.

We believe our instructors and studio teams are not only integral to the class experience, but also core to our brand’s culture and community.

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What the numbers say: Highly attractive financial profile and unit economic returns.    Based on our premium and personalized experience, we grew the number of our studios by 44% to 36 in 2014. We believe SoulCycle is portable across markets, as demonstrated by our national presence. The size and layout of our studios are also flexible, as our studios generally range between 2,000 and 5,500 square feet. On average, in 2014, our studios generated annual studio revenue of $4 million and Studio Contribution Margin of 53%. We target Studio Contribution Margins in the year of maturity for new urban studios of approximately 46% and payback periods of approximately two years, and for new suburban studios of approximately 50% and payback periods of approximately three years. Our compelling unit economics, combined with our focus on profitable growth, help drive an Adjusted EBITDA Margin greater than 30%. We also generate strong Free Cash Flows.

Who we are: An inspired and passionate management team.    Our company is led by our chief executive officer, Melanie Whelan. Drawing from her prior management experience with Equinox, the Virgin Group and Starwood Hotels & Resorts, Ms. Whelan has helped lead SoulCycle’s growth since 2012 by managing and scaling the 38-studio field operation as well as overseeing all corporate functions. Our founders, Elizabeth Cutler and Julie Rice, who serve as our co-chief creative officers, have been recognized by multiple third parties as leading innovators and as the creators of one of the most influential brands. Our chief financial officer, Larry M. Segall, a member of SCH’s board of managers since 2011, recently joined us from Equinox, having served as its chief financial officer over the past 10 years, a position where he was directly responsible for the oversight of all aspects of our financial, accounting and administrative functions.

SoulCycle’s Growth Strategy

Key elements to our growth strategy are:

Expanding our studio base.    We believe that new studio openings present one of the greatest opportunities to continue to drive growth. Since opening our first studio in 2006, we have expanded significantly and as of March 31, 2015, operate 38 studios across seven metropolitan areas. We believe there is significant whitespace to continue expanding in both existing and new U.S. markets, with both urban and suburban locations and a long-term opportunity to grow our current SoulCycle domestic footprint to at least 250 studios. We have a disciplined site selection process and employ rigorous analytics to identify new studio locations in attractive markets. We opened 11 new studios in 2014 and 13 studios in 2013. Over the past several years, we have invested in our infrastructure and personnel and believe that our company is well-positioned to open at least 10 to 15 new studios per year for the next several years. In addition, we believe that the SoulCycle brand can be successfully transported abroad, as demonstrated by international recognition and social media followers, which would represent growth incremental to our planned domestic footprint.

Optimizing our market presence.    Given the passion and loyalty with our current community and growing brand awareness in circles outside our footprint, we believe there is an opportunity to optimize our market presence as measured by rides per day. We have several initiatives underway to both attract new riders and increase the frequency of rides by our existing community. Such initiatives include “clustering” of new studios in existing markets to further increase brand awareness, increasing engagement through targeted messaging and our website and enhancing the in-studio experience through amenity and technology-based service programs. The SoulCycle community is committed, engaged and outsized given our 38 studio footprint as of March 31, 2015.

Growing the SoulCycle community.    We continue to grow the SoulCycle community through our grassroots marketing initiatives, our digital and social customer engagement programs and our corporate social responsibility activities. This strong engagement with our community elicits inspiring rider testimonials, which are published on our website and attracted approximately 11.0 million visits in 2014. In April 2015, we launched our SoulCycle app, which received approximately 26,000 downloads in the

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first 24 hours and was listed in the #6 position in the iTunes App Store for “Best New Apps” following its launch and was the top Featured App in the “Health and Fitness” category. As part of our hospitality-focused culture, we maintain continual dialogue with our riders through our “Your Soul Matters” team, responding to 50,000 rider emails annually, and our Twitter feed, which primarily consists of conversations: riders actively reaching out and receiving an immediate response in real-time. On Twitter, our followers increased by 66% in 2014, while our highly responsive social media team maintained our fan engagement (a measure of the effectiveness of how we communicate and interact with our audience) at approximately 92%. We will continue to increase our social media presence through Instagram, Facebook, Twitter and Spotify as part of our relentless commitment to customer service. By hosting fundraising and community building rides sponsored by our riders, we raised over $2.0 million for a variety of philanthropic organizations in 2014. We welcome the opportunity to give back to our communities by creating impactful experiences for their charitable organizations. The meaningful community interactions across our digital platforms and our corporate social responsibility initiatives nurture the continued growth of our brand.

Brand extension opportunities.    We believe we can continue to extend and monetize the SoulCycle brand beyond the walls of our studios primarily in the areas of retail and digital content.

Retail

Our branded retail line of apparel, sourced from a selective assortment of premium brands, strengthens rider engagement and allows us to garner a larger share of riders’ spend. We unveil a new, limited production, retail collection every month to generate excitement about the latest product as well as an urgency to purchase these latest offerings given their limited availability. Our line was recently featured in Women’s Wear Daily, Self and LuckyShops. We believe there is a considerable opportunity to expand our retail brand going forward.

Digital

We believe a clear opportunity exists to expand our digital platform with content created or curated by our world-renowned instructor talent. Additionally, we believe there is also an opportunity to expand SoulCycle class content to an “at-home” audience. We intend to explore these brand extension opportunities going forward.

Our Studios

As of March 31, 2015, our studio footprint included 38 locations nationally in seven metropolitan areas. Each studio is a destination within its urban or suburban community. Our studios are predominantly located on the first floor with highly visible exteriors, prominently displaying the SoulCycle logo, the yellow SoulCycle Wheel. We also have studios located in select seasonal locations, such as the Hamptons.

In 2014, our average studio comprised approximately 3,700 square feet. We are committed to providing our riders with an inviting and inspiring studio environment. The interior of the studio features a front desk, a retail display, a locker area, restrooms and the cycling room and has branded vinyl throughout. When riders arrive at our studios, they check in at the front desk, where they can rent shoes, purchase bottled water and are offered complementary amenities such as hair ties, chewing gum and ear plugs. The retail display features SoulCycle premium apparel and accessories available for purchase. The cycling room generally has a front wall covered with mirrors and rows of bikes that surround the instructor and our SoulCycle mantra. The instructor is stationed at the front of the room on a podium, custom designed to accommodate additional in-room amenities such as weights, towels and gel seats, with candles around the bike. All of our studios incorporate state-of-the-art sound systems to support our class experience.

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The following studio list shows the number of studios operated in the U.S. as of March 31, 2015.

Market	Number of Studios
New York City		13
New York Metro(1)		10
Southern California		7
Northern California		4
Washington D.C. Metro		2
Boston Metro		1
Southern Florida		1
Total		38

(1) New York Metro includes studios located on Long Island and in Westchester County, New York, and in Connecticut and New Jersey.

Studio Expansion and Site Selection

We opened our first studio on New York City’s Upper West Side in 2006, and we have expanded our studio base to other locations in New York City, suburban locations around New York City, Los Angeles, San Francisco and most recently Boston, Washington D.C. and Miami. We operate 38 studios as of March 31, 2015. Over the next few years, our new studio growth will be balanced between adding studios within existing core markets and entering new markets, in both urban and suburban locations. We intend to open at least 10 to 15 new studios per year for the next several years.

We have adopted a disciplined, highly analytical approach to selecting studio locations. We seek to open studios in locations that support the brand image, targeting street locations that have good visibility and ease of access. We target locations based on market characteristics, demographic and psychographic characteristics, including income and education levels and the presence of key retailers, restaurants and/or corporations, population density and other key characteristics.

When opening new studios, we target investment levels and returns that are in line with what we have experienced with our historical new studio openings. For new urban studios, we target an investment of approximately $2.3 million per studio, annual revenue in the year of maturity of approximately $3.5 million, Studio Contribution Margin in the year of maturity of approximately 46% and payback periods of approximately two years. For new suburban studios, we target an investment of approximately $2.2 million per studio, annual revenue in the year of maturity of approximately $2.6 million, Studio Contribution Margin in the year of maturity of approximately 50% and payback periods of approximately three years. Our studios typically reach maturity in the second year of continuous operation.

Our Digital Platform

In 2006, our founders created one of the first online reservation systems for fitness classes, which allows our riders to reserve classes one week in advance. Our digital platform is comprised of our website, www.soul-cycle.com, and our recently-launched SoulCycle app, which allows our riders to buy and reserve classes from their phones. Across our website, app and social media, our digital community content and eCommerce platform cultivate our community, extending our brand and rider engagement beyond the studio.

Both our website and app feature our class schedules for each of our locations and profiles for each of our instructors. We aim to replicate the inspiration that our in-studio experience offers through a community section of the website that shows stories, pictures and tweets from our loyal following

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base. Our digital platform is important to the overall experience, as riders use our website and app to discover our classes, familiarize themselves with our instructors, reserve their bikes and engage with our brand. Through our digital platform, we offer theme rides and seasonal programming to help drive traffic to our studios, such as “Movember,” “TurkeyBurn,” “December is the New January” and “ReSOULution.”

Marketing

We use a grassroots marketing strategy to build brand awareness and drive riders to our studios. Before a new studio opens, we create excitement for our brand by engaging directly in the communities around our studios through our brand evangelists. Our brand evangelists reach out to businesses, charities and schools in the community. We use different marketing strategies and promotions to appeal to both women and men as well as a broad age group. It is our rider experience that drives word-of-mouth marketing, which encourages new riders to try SoulCycle. As part of marketing the brand, we offer new riders the opportunity to try a SoulCycle class at a reduced price. We also offer a branded retail line of apparel which we believe serves as a badge of honor for our riders and generates tremendous awareness for our brand.

We maintain an active social media program and have developed a strong presence on various social media platforms with a total following base as of December 31, 2014 of over 177,000, including over 70,000 Instagram followers, 53,000 Facebook fans, 36,000 Twitter followers and 18,000 Spotify followers. In addition, we take a proactive approach to public relations through national, local and trade media outlets. In 2014, SoulCycle was referenced in 10,335 press stories.

Sourcing and Manufacturing

Our proprietary bike is specifically designed to optimize the SoulCycle workout and produced to our specifications by a third-party vendor. We source apparel and related products from other third-party vendors as well. The bikes are developed in conjunction with a third-party design group and are manufactured exclusively for SoulCycle. To ensure that we continue to provide our riders with the best experience possible, our team works closely with our suppliers to incorporate innovative elements for the SoulCycle bike and ensure that the retail products meet our specifications. Our bikes include characteristics such as an innovative frame design, dual binding pedals that are the most advanced high performance pedals used on any indoor cycle in the market, a split seat, custom weight holders and a resistance knob that depicts the SoulCycle Wheel.

For our apparel line, we maintain approximately 30 vendor relationships and actively seek new vendor partners. All of our retail products are manufactured by third parties. Three of our vendors accounted for 65% of our retail sales for the three months ended March 31, 2015.

Management Information Systems

Our management information systems provide a full range of business process support to our studios, our studio operations and support center teams. We believe our systems provide us with enhanced operational efficiencies, scalability, increased management control and timely reporting that allow us to identify and respond to trends in our business.

Our Competition

We compete with other cycling-oriented competitors, general health and fitness clubs, private studios, amenity and condominium clubs and, to a certain extent, the home-use fitness equipment

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industry that offer or make available cycling alternatives. The fitness industry is highly fragmented and we face competition from individual boutique fitness studios. We believe that we successfully compete on the basis of our differentiated fitness experience and our premium brand. Additionally, we believe that our culture of service and our focus on community differentiates us from our competitors and allows us to strengthen customer loyalty.

Employees

As of March 31, 2015, SoulCycle had approximately 1,237 employees, of whom approximately 212 are instructors, 156 are corporate personnel and 869 are studio employees. None of our employees are currently covered by a collective bargaining agreement. We have had no labor-related work stoppages and we believe our relations with our employees are very good.

The recruitment and training of our employees and the consistency and quality of the service they deliver are central to the SoulCycle experience. We invest extensive resources into the initial and ongoing training of our instructors and all studio staff. Given the importance of our instructors, we are highly selective in accepting new trainees.

Property

Our principal executive and administrative offices are located at 609 Greenwich Street, New York, New York 10014. We also lease a 5,225 square foot bike warehouse facility in Brooklyn, New York under a lease that expires in 2020.

Legal Proceedings

We are, from time to time, subject to claims and suits arising in the ordinary course of business. Although the outcome of these and other claims cannot be predicted with certainty, management does not believe that the ultimate resolution of these matters will have a material adverse effect on our financial position or on our results of operations.

Intellectual Property

We regard intellectual property and other proprietary rights as important to our success. We own 14 trademarks that have been registered in the United States and abroad. Also, the SoulCycle wall mantra that appears in each SoulCycle studio is protected under U.S. copyright law. In addition, we own 186 domain names, including soul-cycle.com. We may license to others, including SIH and its affiliates, our SoulCycle trademarked designs, logos and phrases. Any license to SIH or its affiliates will be reviewed by our audit committee in accordance with our related person policy. See “Certain Relationships and Related Party Transactions—Policies Regarding Related Party Transactions.”

We also rely upon trade secrets and know-how to develop and maintain our competitive position. We protect our intellectual property rights through a variety of methods, including enforcing trademark and trade secret laws, as well as utilizing confidentiality agreements with vendors, employees, consultants and others who have access to our proprietary information.

We must constantly protect against any infringement by competitors. If a competitor infringes on our trademark rights, we regularly take action to protect our rights, which could result in litigation, in which case, we may incur significant expenses and divert significant attention from our business operations.

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MANAGEMENT

Our Directors and Executive Officers

Set forth below are the names, ages and positions of our directors who will continue in office following the offering, which we refer to herein as the continuing directors, executive officers, and the persons who have agreed to become directors upon the completion of this offering, whom we refer to as our director nominees.

Name	Age	Positions
Harvey J. Spevak	51	Executive Chairman of the Board and Director
Elizabeth P. Cutler	48	Founder, Co-Chief Creative Officer and Director
Julie J. Rice	45	Founder, Co-Chief Creative Officer and Director
Melanie Whelan	38	Chief Executive Officer and Director Nominee*
Larry M. Segall	60	Executive Vice President and Chief Financial Officer
Stephen M. Ross	75	Director Nominee*
Jeff T. Blau	47	Director Nominee*
Irwin Cohen	74	Director Nominee*
Millard S. Drexler	70	Director Nominee*
Robert L. Loverd	73	Director Nominee*

* Each director nominee will become a member of our board of directors prior to the closing of this offering.

(1) Member of audit committee

(2) Member of compensation committee

(3) Member of nominating and governance committee

Biographical Information

Set forth below is biographical information for such continuing directors, executive officers and director nominees.

Harvey J. Spevak has served as a member of the board of managers of SoulCycle Holdings, LLC since May 2011 and became a director of SoulCycle Inc. upon its organization in May 2015 and later that month was appointed executive chairman of the board. Mr. Spevak has been president and chief executive officer of Equinox since December 1999 after joining Equinox as president and chief operating officer and a member of its board of directors in January 1999.

Elizabeth P. Cutler is a founder of our company and our co-chief creative officer. Ms. Cutler served as co-chief executive officer from May 2011 until June 2015. She has served as a member of the board of managers of SoulCycle Holdings, LLC since May 2011 and became a director of SoulCycle Inc. upon its organization in May 2015.

Julie J. Rice is a founder of our company and our co-chief creative officer. Ms. Rice served as co-chief executive officer from May 2011 until June 2015. She has served as a member of the board of managers of SoulCycle Holdings, LLC since May 2011 and became a director of SoulCycle Inc. upon its organization in May 2015.

Melanie Whelan was appointed our chief executive officer in June 2015 after serving as our chief operating officer since December 2014. She will become a director prior to the closing of this offering. Previously, since April 2012, Ms. Whelan served as a senior officer responsible for our strategic planning and day to day operations. From January 2007 until 2012, Ms. Whelan served as vice

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president-business development at Equinox. Prior to joining Equinox, Ms. Whelan served as vice president-corporate development at Virgin USA, a business unit of the Virgin Group Ltd., from June 2002 to January 2007, and prior thereto was employed as a corporate development professional by Starwood Hotels & Resorts Worldwide, Inc.

Larry M. Segall served as a member of the board of managers of SoulCycle Holdings, LLC from May 2011 until May 2015. Mr. Segall was appointed our full time chief financial officer in June 2015. Prior thereto, since August 2005, Mr. Segall served as chief financial officer of Equinox, having initially served as executive vice president commencing in April 2005. During his tenure with Equinox, Mr. Segall served in an oversight capacity as our chief financial officer since May 2011. From 2001 to 2005, Mr. Segall served as senior vice president-finance of Paxar Corporation, a global provider of merchandise systems to retailers and apparel manufacturers. Prior to joining Paxar, Mr. Segall served as chief financial officer and administrative vice president of Vitamin Shoppe Industries, Inc. from 1997 to 2001. Previously, over a 13-year period, he held various executive level finance and management posts at Tiffany & Co. including his last position as senior vice president-logistics and merchandising planning.

Board of Directors

Board Composition

Our business and affairs are managed under the directors of our board of directors which consists of                  members, a majority of whom are independent under                                      Rules.

Upon completion of this offering, our amended and restated bylaws that will then be effective will provide for a staggered, or classified, board of directors consisting of three classes of directors, each serving staggered three-year terms, as follows:

• the Class I directors will be             ,             and             , and their terms will expire at the annual meeting of stockholders to be held in 2015;

• the Class II directors will be             ,             and             , and their terms will expire at the annual meeting of stockholders to be held in 2016; and

• the Class III directors will be             ,             and             , and their terms will expire at the annual meeting of stockholders to be held in 2017.

Upon expiration of the terms of a class of directors, directors for that class will be elected for three-year terms at the annual meeting of stockholders in the year in which that term expires. Each director’s term continues until the election and qualification of his or her successor, or his or her earlier death, resignation or removal. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. This classification of our board of directors may have the effect of delaying or preventing changes in control of our company.

We will enter into an investor rights agreement with SIH and its permitted assigns (which will consist of its equity owners and their affiliates) prior to the closing of this offering. Pursuant to the investor rights agreement, SIH and permitted assigns will have the right to designate a number of directors to our board of directors and committees of the board that is proportionate to their collective beneficial ownership of our common stock. The agreement provides that our board of directors will nominate and recommend the designated individuals for election as directors and will solicit proxies or consents in favor of them, unless it determines in good faith, after consultation with outside legal counsel, that the designation would be inconsistent with its fiduciary duties or the independent listing standards of                      and the rules and regulations of the SEC.

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We will not elect to be treated as a “controlled company” following this offering.

Director Independence

Our board of directors has undertaken a review of the independence of each continuing director and director nominee. Based upon information requested from and provided by each continuing director and director nominee concerning his background, employment and affiliations, including family relationships, our board of directors has determined that none of Messrs. Ross, Blau, Cohen, Drexler and Loverd, our non-employee director nominees, has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each such non-employee director nominee will be “independent” as that term is defined under the listing requirements and rules of                                                  . In making this determination, our board of directors considered the current and prior relationships that each non-employee director nominee has with our company and all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director nominee.

Board Committees

As of the closing of this offering, our board of directors will establish an audit committee, a compensation committee and a nominating and corporate governance committee. Our board of directors may also establish such other committees as it deems appropriate, in accordance with applicable laws and regulations and our amended and restated certificate of incorporation and amended and restated bylaws.

Audit Committee

Our audit committee will consist of             ,              and              and              will serve as the committee’s chairperson. All of the directors on this committee will be “independent” as defined under SEC rules and regulations applicable to audit committees. We also expect that our board of directors will determine that                  is an “audit committee financial expert,” as that term is defined by the SEC. The audit committee has direct responsibility for the appointment, compensation, retention and oversight of the work of our independent registered public accounting firm, KPMG LLP. The audit committee will oversee our related party transaction policies. It is also responsible for “whistle-blowing” procedures and certain other compliance matters.

Compensation Committee

Our compensation committee will consist of             ,              and              and              will serve as the committee’s chairperson. All of the directors on this committee will be independent under                  Rules. Among other things, the compensation committee will review, and will make recommendations to the board of directors regarding, the compensation and benefits of our executive officers. The compensation committee will also administer the issuance of stock options and other awards under our equity incentive plans and will establish and review policies relating to the compensation and benefits of our employees and consultants.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee will consist of             ,              and              and              will serve as the committee’s chairperson. All of the directors on this committee will be independent under                  Rules. The nominating and corporate governance committee will be

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responsible for, among other things, developing and recommending to our board of directors our corporate governance guidelines, identifying individuals qualified to become board members, overseeing the evaluation of the performance of the board of directors, selecting the director nominee for the next annual meeting of stockholders and selecting director candidates to fill any vacancies on the board of directors.

Compensation Committee Interlocks and Insider Participation

No member of the compensation committee is an officer or employee of the company. None of our executive officers serves, or has served during the past fiscal year, as a member of the board of directors or compensation committee of any other company that has one or more executive officers serving as a member of our board of directors.

Code of Conduct and Ethics

Our board of directors has adopted a code of conduct and ethics. Our current code of conduct and ethics applies to all of our employees, officers and directors, including our chief executive officer and senior financial officers. Upon or prior to the effectiveness of the registration statement of which this prospectus forms a part, we will post the full text of the code on our corporate website at www.soul-cycle.com under the Investor Relations section. We intend to disclose future amendments to our code of conduct and ethics, or certain waivers of such provisions, at the same location on our website identified above and also in our public filings. Our code of conduct and ethics is a “code of ethics,” as defined in Item 406(b) of Regulation S-K. The inclusion of our website address in this prospectus does not include or incorporate by reference the information on our website into this prospectus.

Director Compensation

None of our directors received compensation as a director during 2014. Effective upon the closing of this offering, we intend to approve and implement a director compensation policy that will be applicable to all of our non-employee directors.

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EXECUTIVE COMPENSATION

As an emerging growth company, we have opted to comply with the executive compensation rules applicable to “smaller reporting companies,” as that term is defined under the Securities Act. We discuss below the executive compensation program for our two co-chief creative officers, Elizabeth P. Cutler and Julie J. Rice, and our chief executive officer, Melanie Whelan, who were “named executive officers” during 2014 and are named in the summary compensation table below. Until June 2015, when Ms. Whelan was appointed our chief executive officer, Ms. Cutler and Ms. Rice served as our co-chief executive officers. Prior to her promotion, Ms. Whelan served as our chief operating officer to which she was appointed in December 2014.

Summary Compensation Table

The following table presents summary information regarding the total compensation for services rendered in all capacities that was earned by our named executive officers during the year ended December 31, 2014.

Name and principal position	Year		Salary ($)		Bonus ($)		Total ($)
Elizabeth P. Cutler, Co-Chief Creative Officer(1)(2)		2014		600,000		600,000		1,200,000
Julie J. Rice, Co-Chief Creative Officer(1)(2)		2014		600,000		600,000		1,200,000
Melanie Whelan, Chief Executive Officer(2)		2014		325,000		126,750		451,750

(1) The amounts reported in the salary and bonus columns represent total salary earned and discretionary bonuses awarded for 2014, respectively.

(2) Ms. Cutler and Ms. Rice served as co-chief executive officers until June 2015 when Ms. Whelan was promoted to chief executive officer from her prior position as chief operating officer to which she was appointed in December 2014.

Narrative to Summary Compensation Table

2014 Salaries and Bonuses

The named executive officers receive a base salary to compensate them for services rendered to our company. The base salary payable to each named executive officer is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role and responsibilities.

Ms. Cutler and Ms. Rice were paid base salaries and bonuses for 2014 that were in excess of amounts payable under their prior employment agreements. They were each paid $600,000 in salary and $600,000 in bonus payments, representing an increase in compensation from the $400,000 in salary and $100,000 payable pursuant to their prior employment agreements.

New Employment Agreements and Incentive Plans

New Employment Agreements with Founders

In connection with the Formation Transactions, we entered into new employment agreements with each of our founders, Elizabeth P. Cutler and Julie J. Rice, effective as of April 6, 2015. These agreements replace our prior employment agreements with Ms. Cutler and Ms. Rice. The material terms of the new employment agreements are summarized below. The following summaries do not contain all of the terms of such agreements, which are included as exhibits to this registration statement, of which this prospectus forms a part, for a complete understanding of the terms thereof.

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Employment Term and Position.    The initial term of employment of each of Ms. Cutler and Ms. Rice expires on December 31, 2018, subject to automatic one-year extensions provided that neither party provides written notice of non-extension within 30 days of the expiration of the then-current term. We appointed Melanie Whelan as chief executive officer in June 2015, and under the terms of the employment agreements, Ms. Cutler and Ms. Rice will serve as co-chief creative officer.

Base Salary, Annual Bonus, Equity Compensation and Other Benefits.    Pursuant to their employment agreements, both Ms. Cutler and Ms. Rice will be entitled to initial base salaries at an annualized rate of $618,000 in 2015, with increases in subsequent years in accordance with the terms of the employment agreements.

In addition, pursuant to their employment agreements, each of Ms. Cutler and Ms. Rice will be eligible to receive annual performance-based cash bonuses based on the level of EBITDA achieved by the Company for each year as a percentage of the target EBITDA established in the annual budget approved by our board of directors for such year. The minimum percentage achievement required to earn an annual bonus is 90%; no bonus will be earned if the 90% threshold is not achieved. If the percentage achieved for the calendar year is (i) equal to or greater than 90% but less than 95%, the cash bonus earned will be 40% of base salary, (ii) equal to or greater than 95% but less than 96%, the cash bonus earned will be 60% of base salary, (iii) equal to or greater than 96% and less than 100%, the cash bonus earned will be 60% of base salary, plus a prorated portion of 40% of base salary equal to the ratio of (x) the excess of the percent achieved over 95% to (y) 5%, (iv) equal to 100%, the cash bonus earned will be 100% of base salary and (v) greater than 100%, the cash bonus earned will be 100% of base salary, plus 5% of base salary for each additional one percent achieved over 100%, subject to a cap of 110% percent achieved (i.e., equating to a maximum possible earned bonus of 150% of base salary).

Ms. Cutler and Ms. Rice are also eligible to participate in or receive benefits under our various employee benefit plans, policies or arrangements which are made available to our senior executives.

Severance.    Each employment agreement is terminable on 60 days’ prior notice and provides for severance payable upon a termination by us without “cause” (as defined below) or by Ms. Cutler or Ms. Rice for “good reason” (as defined below). If either of them are terminated without cause or either of them resign for good reason, she will be entitled to (i) any accrued but unpaid base salary or incentive bonus as of the termination of employment, referred to as the accrued obligations, (ii) the benefit of exculpation and indemnification obligations to which we succeeded in connection with our formation upon the conversion, referred to as the indemnification obligations, (iii) the incentive bonus, if any, for a preceding calendar year in which either of them have worked a full calendar year and are terminated without cause or she resigns for good reason after the end of such calendar year but prior to the payment of the incentive bonus for such calendar year, (iv) a pro-rated incentive bonus, if any, for the calendar year during which their employment was terminated and (v) severance payments in an annualized amount equal to base salary, at the rate in effect immediately prior to the termination of her employment over the duration of the 30-month period following termination, subject to compliance with certain restrictive covenants set forth in the employment agreements.

We may terminate Ms. Cutler’s or Ms. Rice’s employment for “cause” upon their (i) committing theft or misappropriation of Company property, (ii) conviction of, or entering a plea of guilty or nolo contendere, to a crime that constitutes a felony or (iii) material breach of their employment agreement which has not been cured in 30 days after receiving written notice from the Company specifying the nature of the breach.

Ms. Cutler and Ms. Rice may resign for “good reason” after the occurrence, without their consent, of (a) any materially different change in duties and responsibilities that result in a substantial diminution of such duties and responsibilities (other than as a result of the hiring of a replacement CEO), (b) a

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reduction in the rate or failure to timely pay their base salary or incentive bonus, (c) a relocation to anywhere other than New York, New York and (d) any other material breach by the Company of the employment agreement or by EHI or the Company of any other agreement with Ms. Cutler or Ms. Rice, as applicable.

If we terminate either co-chief creative officer for cause or either resigns for other than good reason, she will be entitled to (i) the accrued obligations, (ii) the indemnification obligations and (iii) the incentive bonus, if any, for a preceding calendar year in which she has worked a full calendar year and she resigns without good reason after the end of such calendar year but prior to the payment of the incentive bonus for such calendar year.

Restrictive Covenants.    Pursuant to their respective employment agreements, Ms. Cutler and Ms. Rice will be subject to certain non-competition and non-solicitation restrictions for a 30-month period after termination of employment. During the restricted period, Ms. Cutler and Ms. Rice may not directly or indirectly, own any interest in, operate, join (other than as a customer), control or participate as a partner, director, principal, officer, agent or spokesperson of, enter into the employment of, act as a consultant or contractor to or perform any services, paid or unpaid for or solicit investments in any entity that is engaged in any business providing any form of in-premises fitness-related training or classes, other than full service health clubs and/or gyms, in any jurisdiction in which the Company or any of its affiliates operates. Ms. Cutler and Ms. Rice may not directly or indirectly, for their own account or the account of any other party, in any jurisdiction in which the Company or any of its affiliates (including, without limitation, EHI) operates, has commenced or made plans to commence operations, (i) solicit or induce any person who is a member or customer of the Company or any of its affiliates to alter or terminate his or her membership or customer relationship with the Company or any of its affiliates (including, without limitation, EHI), (ii) solicit for employment anyone who was an employee of ours during the six-month period prior to such solicitation or (iii) induce any employee of the Company to terminate his or her employment with the Company. In addition, Ms. Cutler and Ms. Rice may not divulge confidential and other information regarding the Company to any third party and are subject to certain non-disparagement restrictions.

New Employment Agreement with Our Chief Executive Officer

We intend to enter into an employment agreement with Melanie Whelan in connection with her appointment as chief executive officer effective as of July 1, 2015. The material terms of the employment agreement with Ms. Whelan are summarized below. The following summary does not contain all of the terms of such agreements, which will be included as an exhibit to this registration statement, of which this prospectus forms a part, for a complete understanding of the terms thereof.

Employment Term and Position. The initial term of Ms. Whelan’s employment expires on July 8, 2019, subject to automatic one-year extensions, unless 60 days’ prior written notice of non-extension is provided by either party or she is earlier terminated or resigns. Ms. Whelan serves as our chief executive officer and she is to be appointed as a director on our board of directors.

Base Salary, Annual Bonus, Equity Compensation and Other Benefits. Pursuant to the employment agreement, Ms. Whelan is entitled to an initial base salary at an annualized rate of $475,000 in 2015, with increases in subsequent years in the discretion of our board of directors. In addition, Ms. Whelan is eligible to receive annual performance-based cash bonuses in accordance with the annual bonus plan applicable to our senior executives, with minimum bonus based on target performance equal to 50% of base salary and maximum bonus equal to 100% of base salary. The 2015 bonus opportunity is capped at 65% of base salary based on budgeted EBITDA. Ms. Whelan is entitled to two special bonuses, including a one-time bonus of $400,000 payable on the completion of the earlier of the completion of our initial public offering or December 31, 2015, and a one-time bonus of $400,000 payable on December 31, 2016.

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Pursuant to her employment agreement, Ms. Whelan was granted a stock option exercisable for          shares of common stock. The option has an exercise price of $             per share and vests in equal installments on each of the first, second, third and fourth anniversaries of the date of grant. The agreement provides that Ms. Whelan is eligible to receive annual grants of equity-based awards on the same basis as other senior executives with an annual grant target of approximately 0.25% of our common stock outstanding, subject to the approval by our compensation committee in its sole discretion.

Ms. Whelan is eligible to participate in, or receive benefits under, our various employee benefit plans, policies or arrangements which are made available to our senior executives.

Severance. The employment agreement provides for certain benefits in the event of termination or resignation. If she is terminated for “cause” or she resigns without “good reason,” Ms. Whelan will be entitled to any accrued but unpaid base salary and any earned but unpaid bonus and accrued benefits. In addition, if Ms. Whelan is terminated without cause or she resigns for good reason, then, subject to her execution (and non-revocation) of a general release of claims, she will be entitled to receive (i) monthly base salary payments for fifteen months (ii) a lump sum payment of an amount equal to the product of (a) 1.25 and (b) the sum of her base salary and target bonus, (iii) a lump sum pro-rata annual bonus payment for the year in which the termination occurs, based on actual performance, and (iv) to the extent the two special bonuses described above remain unpaid at the time of her termination, payment of such bonuses.

Ms. Whelan may resign for “good reason” after the occurrence, without her consent, of the following: (i) a reduction of her authorities, duties or responsibilities as chief executive officer (including reporting relationships) or diminution of title or position; provided, however, that a failure of her to be elected to our board of directors after our initial public offering shall not constitute good reason; (ii) her principal work location is moved to a location other than the New York City metropolitan area; (iii) we fail to nominate her for reelection to our board of directors; or (iv) our failure to provide base salary, annual incentive and special bonus opportunities under the terms of the agreement, or otherwise breach the agreement or her option award agreement. We may terminate Ms. Whelan for “cause” upon the following: (x) she willfully and continually fails to substantially perform her duties of employment (other than because of a mental or physical impairment) that continues after being given notice of such failure; (y) she (a) engages in any act of willful and material (I) misconduct, (II) dishonesty or (III) wrongdoing or moral turpitude (in each case, whether or not a felony) or (b) materially violates our code of conduct or a written company policy, which violation has an adverse effect upon us; or (z) she willfully (a) breaches her duty of loyalty or (b) commits an unauthorized disclosure of proprietary or confidential information of the Company.

Net-Better Cutback. If any payments to Ms. Whelan would constitute “parachute payments” within the meaning of Section 280G of the Code, and would cause her to become subject to the excise tax imposed under section 4999 of the Code, then such payments will be reduced to the amount that would not cause her to be subject to the excise tax if such a reduction would put her in a better after tax position than if she were to pay the tax.

Restrictive Covenants. Ms. Whelan is subject to non-solicitation and non-competition restrictions for a 24-month period after termination of employment. During the restricted period, Ms. Whelan may not (i) solicit or induce any person who is a client or customer of ours to alter or terminate his or her membership or customer relationship with us; (ii) solicit for employment anyone who was an employee of ours during the six-month period prior to such solicitation; or (iii) induce any employee of ours to terminate his or her employment with us. Ms. Whelan may not provide services, whether as principal, agent, director, officer, employee, consultant, advisor, shareholder, partner, member or otherwise, alone or in association with any other person, corporation, partnership, limited liability company, sole

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proprietorship or unincorporated business or any non-U.S. business entity (whether or not for profit) to any competing business in any geographic area in the world in which we or any of our subsidiaries are engaged in business as of the last day of her employment or has plans to engage in business that are then under active consideration by the Board or executive officers of the Company.

In addition, Ms. Whelan may not divulge confidential and other information regarding us to any third party and is subject to certain non-disparagement restrictions.

New Employment Agreement with Our Chief Financial Officer

We entered into an employment agreement with Larry M. Segall in connection with his appointment as executive vice president and chief financial officer effective as of June 15, 2015. The material terms of the employment agreement with Mr. Segall are summarized below. The following summary does not contain all of the terms of such agreements, and we refer you to the agreement, which will be included as an exhibit to this registration statement, of which this prospectus forms a part, for a complete understanding of the terms thereof.

Employment Term and Position. The initial term of Mr. Segall’s employment expires on December 31, 2018, subject to automatic one-year extensions, unless 60 days prior written notice of non-extension is provided by either party or he is earlier terminated or resigns. Mr. Segall serves as our executive vice president and chief financial officer.

Base Salary, Annual Bonus, Equity Compensation and Other Benefits. Pursuant to the employment agreement, Mr. Segall is entitled to an initial base salary at an annualized rate of $450,000 in 2015, with increases in subsequent years in the discretion of our board of directors. In addition, Mr. Segall is eligible to receive annual performance-based cash bonuses in accordance with the annual bonus plan applicable to our senior executives, with minimum bonus based on target performance equal to 50% of base salary and maximum bonus equal to 100% of base salary. The 2015 bonus opportunity will be based on adjusted EBITDA with such adjusted EBITDA capped at 103% of our budgeted 2015 Adjusted EBITDA. Mr. Segall will also remain eligible for a pro-rata portion of his Equinox annual bonus for 2015. Pursuant to his employment agreement, Mr. Segall was granted a stock option exercisable for              shares of common stock. The option has an exercise price of $             per share and vests on each of the first, second, third and fourth anniversaries of the date of grant.

Mr. Segall is eligible to participate in, or receive benefits under, our various employee benefit plans, policies or arrangements which are made available to our senior executives.

Severance. The employment agreement provides for certain benefits in the event of termination or resignation. If Mr. Segall retires he will be treated as a full time-employee and will be eligible to receive any accrued but unpaid base salary, any earned but unpaid bonus and other benefits in the calendar year of the retirement. If he is terminated for “cause” or he resigns without “good reason,” Mr. Segall will be entitled to any accrued but unpaid base salary through his last day of employment, any earned but unpaid bonus and other accrued benefits. If Mr. Segall is terminated without cause or he resigns for “good reason,” then, subject to his execution (and non-revocation) of a general release of claims, he will be entitled to receive his then-current base salary for a period of 15 months, an amount equal to 1.25 times the target bonus for the year in which the termination occurs.

Mr. Segall may retire at any time beginning on December 31, 2017 with at least 180 days prior written notice. Mr. Segall may resign for “good reason” after the occurrence, without his consent, upon the following: (i) a material reduction of his authorities, duties or responsibilities as executive vice president and chief financial officer of the Company; provided, however, that a reduction in connection

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with a transition of executive officers and responsibilities after providing a notice of termination due to retirement shall not constitute good reason; (ii) a change in his principal job location in excess of 50 miles; or (iii) a material reduction of his total annual base salary plus target annual bonus. We may terminate Mr. Segall for “cause” upon the following: (i) he willfully and continually fails to substantially perform his duties of employment (other than because of a mental or physical impairment) that continues after being given notice of such failure; (ii) he (a) engages in any material act of (I) misconduct, dishonesty or wrongdoing or moral turpitude (in each case, whether or not a felony) or (II) violates our code of conduct or a company policy, which violation has an adverse effect upon us; or (iii) he willfully breaches his duty of loyalty or commits an intentional and unauthorized disclosure of proprietary or confidential information of the Company.

Net-Better Cutback. If any payments to Mr. Segall would constitute “parachute payments” within the meaning of Section 280G of the Code, and would cause him to become subject to the excise tax imposed under section 4999 of the Code, then such payments will be reduced to the amount that would not cause him to be subject to the excise tax if such a reduction would put him in a better after tax position than if he were to pay the tax.

Restrictive Covenants. Mr. Segall is subject to non-solicitation and non-competition restrictions for a 18-month period after termination of employment. During the restricted period, Mr. Segall may not (i) solicit for employment anyone who was an employee of ours during the 12-month period prior to such solicitation; (ii) solicit or induce any person who is a client or customer of ours to alter or terminate his or her client or customer relationship with us during the 12-month period prior to such solicitation; or (iii) provide services whether as a principal, agent, director, officer, employee, consultant, advisor, shareholder, partner, member, alone or in association with any other person, corporation, partnership, limited liability company, sole proprietorship or unincorporated business or any non-U.S. business entity (whether or not for profit) to any competing business in any geographic area in the world in which we or any of our subsidiaries are engaged in business as of the last day of his employment or has plans to engage in business that are under consideration by our board of directors or executive officers.

In addition, Mr. Segall may not divulge confidential and other information regarding us to any third-party and is subject to certain non-disparagement restrictions.

2015 Omnibus Incentive Plan

On June 26, 2015, our board of directors and stockholders adopted our 2015 Omnibus Incentive Plan.

Share Reserve.    We reserved          shares of our common stock for issuance under our 2015 Omnibus Incentive Plan. In addition, the following shares of our common stock will again be available for grant or issuance under our 2015 Omnibus Incentive Plan:

• shares subject to awards granted under our 2015 Omnibus Incentive Plan that are subsequently forfeited or cancelled;

• shares subject to awards granted under our 2015 Omnibus Incentive Plan that otherwise terminate without shares being issued; and

• shares surrendered, cancelled or exchanged for cash (but not shares surrendered to pay the exercise price or withholding taxes associated with the award).

Term.    Our 2015 Omnibus Incentive Plan terminates ten years from the date our board of directors approved the plan, unless it is terminated earlier by our board of directors.

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Award Forms and Limitations.    Our 2015 Omnibus Incentive Plan authorizes the award of stock options, stock appreciation rights, restricted stock, performance awards, other cash-based awards and other stock-based awards. For stock options that are intended to qualify as incentive stock options (ISOs), under Section 422 of the Code, the maximum number of shares subject to ISO awards shall be             .

Eligibility.    Only employees, consultants and board members of us and our affiliates are eligible to receive awards under our 2015 Omnibus Incentive Plan. The committee determines who will receive awards, and the terms and conditions associated with such award.

Administration.    Our 2015 Omnibus Incentive Plan will be administered by our compensation committee. The compensation committee has the authority to construe and interpret our 2015 Omnibus Incentive Plan, grant awards and make all other determinations necessary or advisable for the administration of the plan. Awards under our 2015 Omnibus Incentive Plan may be made subject to “performance conditions” and other terms.

Stock Options.    Our 2015 Omnibus Incentive Plan provides for the grant of ISOs only to our employees. All options other than ISOs may be granted to our employees, directors and consultants. The exercise price of each stock option must be at least equal to the fair market value of our common stock on the date of grant. The exercise price of ISOs granted to 10% or more stockholders must be at least equal to 110% of that value. Options granted under the 2015 Omnibus Incentive Plan may be exercisable at such times and subject to such terms and conditions as the compensation committee determines. The maximum term of options granted under our 2015 Omnibus Incentive Plan is 10 years (five years in the case of ISOs granted to 10% or more stockholders).

Stock Appreciation Rights.    Stock appreciation rights provide for a payment, or payments, in cash or shares of our common stock, to the holder based upon the difference between the fair market value of our common stock on the date of exercise and the stated exercise price of the stock appreciation right. The exercise price must be at least equal to the fair market value of our common stock on the date the stock appreciation right is granted. Stock appreciation rights may vest based on time or achievement of performance conditions, as determined by the compensation committee in its discretion.

Restricted Stock.    The compensation committee may grant awards consisting of shares of our common stock subject to restrictions on sale and transfer. The price (if any) paid by a participant for a restricted stock award will be determined by the compensation committee. Unless otherwise determined by the compensation committee at the time of award, vesting will cease on the date the participant no longer provides services to us and unvested shares will be forfeited to or repurchased by us. The compensation committee may condition the grant or vesting of shares of restricted stock on the achievement of performance conditions and/or the satisfaction of a time-based vesting schedule.

Performance Awards.    A performance award is an award that becomes payable upon the attainment of specific performance goals. A performance award may become payable in cash or in shares of our common stock. These awards are subject to forfeiture prior to settlement due to termination of a participant’s employment or failure to achieve the performance conditions.

Other Stock-Based Awards and Other Cash-Based Awards.    Stock-based awards, such as dividend equivalent rights and other awards denominated or payable in shares of our common stock, may be granted as additional compensation for services or performance. Similarly, the compensation committee may grant other cash-based awards to participants in amounts and on terms and conditions determined by them in their discretion. Both other stock-based awards and other cash-based awards may be granted subject to vesting conditions or awarded without being subject to conditions or restrictions.

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Additional Provisions.    Awards granted under our 2015 Omnibus Incentive Plan may not be transferred in any manner other than by will or by the laws of descent and distribution, or as determined by our compensation committee. Unless otherwise restricted by our compensation committee, awards that are non-ISOs or SARs may be exercised during the lifetime of the optionee only by the optionee, the optionee’s guardian or legal representative or a family member of the optionee who has acquired the non-ISOs or SARs by a permitted transfer. Awards that are ISOs may be exercised during the lifetime of the optionee only by the optionee or the optionee’s guardian or legal representative. Awards granted under the 2015 Omnibus Incentive Plan will be subject to a minimum vesting period of one year, provided that our compensation committee may accelerate awards in accordance with the terms of the plan.

In the event of a change of control (as defined in the plan), the compensation committee may, in its discretion, provide for any or all of the following actions: (i) awards may be continued, assumed, or substituted with new rights, (ii) awards may be purchased for cash equal to the excess (if any) of the highest price per share of common stock paid in the change in control transaction over the aggregate exercise price of such awards, (iii) outstanding and unexercised stock options and stock appreciation rights may be terminated, prior to the change in control (in which case holders of such unvested awards would be given notice and the opportunity to exercise such awards), or (iv) vesting or lapse of restrictions may be accelerated. All awards will be equitably adjusted in the case of stock splits, recapitalizations and similar transactions.

New Equity Awards

On July 8, 2015, following the adoption of our 2015 Omnibus Incentive Plan, our board of directors granted options to purchase                  shares of common stock reserved under the plan to certain of our employees, including executive officers. These options have an exercise price of $                 per share and vest in equal installments over time.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

In addition to the director and executive officer compensation arrangements discussed above under “Executive Compensation”, the following is a description of transactions since January 9, 2012 to which we have been a party in which the amount involved exceeded or will exceed $120,000 and in which any of our directors, executive officers, beneficial holders of more than 5% of our capital stock, or persons or entities affiliated with them, had or will have a direct or indirect material interest.

The Formation Transactions

In connection with the Formation Transactions, our predecessor, SCH, we and certain of our affiliates have engaged in or will engage in transactions and have entered into or will enter into agreements with certain of our directors, executive officers and other persons and entities which will become holders of 5% or more of our voting securities upon the consummation of the Formation Transactions. These include the redemption of existing membership interests in SCH, borrowings under a credit agreement to finance part of the redemption payment and the entry into a transition services agreement with EHI, a tax indemnity and sharing agreement with REH II, a registration rights agreements with certain of our stockholders and an investor rights agreement with SIH.

Redemption Agreement

Our predecessor, SCH, entered into a redemption agreement, dated as of April 6, 2015, by and among SCH, our founders, Elizabeth P. Cutler and Julie J. Rice and trusts for the benefit of their respective families, and EHI with respect to the redemption of common units in SCH. The redemption transaction was consummated on May 15, 2015 and each of Ms. Cutler and Ms. Rice and their respective family trusts were paid $89,875,000 including reimbursement of expenses in redemption of all of their respective common units except for common units representing 1% of the post-transaction outstanding units which were respectively retained by each of them. The redemption agreement required SCH to enter into amended and restated employment agreements with each founder and issue to each founder specified options to which we succeeded upon the conversion that are exercisable for a number of shares representing 1.5% of the common stock then outstanding on a fully diluted basis. The agreement also required SCH to enter into a specified registration rights agreement to which we succeeded upon the conversion. See “—Registration Rights Agreements—Founder Registration Rights Agreement.” The redemption agreement also contained covenants relating to the conversion of our predecessor into a corporation and specified the form of certificate of corporation and bylaws to be filed and adopted in connection with the conversion. The redemption agreement also contained standard representations and warranties and mutual releases. For a description of the redemption transaction, see “The Formation Transactions—The Redemption-Related Transactions.”

Credit Agreement

On May 15, 2015, SCH entered into a credit agreement with various commercial bank lenders to which we succeeded upon the conversion and pursuant to which we may borrow under a term loan and a revolving credit facility. Our credit agreement provided us with a $165,000,000 term loan and a $25,000,000 revolving credit facility. SCH used borrowings in the amount of $169,000,000 under the credit agreement and $10,750,000 of equity contributions from EHI to fund the redemption payments paid to our founders and their family trusts, as more fully described in “The Formation Transactions.” Our credit agreement matures in May 2020, but the outstanding borrowings become due and payable upon the closing of this offering and will be repaid with the proceeds of this offering and financing obtained under a new credit agreement we expect to enter into on or before the closing of this offering. As of                          , 2015, the outstanding borrowings under our credit agreement totaled $            

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million and bear interest at     % per annum. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Credit Agreements—Credit Agreement.”

Transition Services Agreement

In connection with our separation from EHI as part of the Formation Transactions, we will enter into a transition services agreement with EHI pursuant to which EHI will provide SoulCycle with a variety of services following the separation. Among the principal services EHI will provide to us are:

• general corporate management services and supervision of certain tax and other regulatory matters;

• legal, regulatory and compliance advice; and

• real estate leasing and capital improvement related services.

In providing the services pursuant to this agreement, EHI may, subject to the prior written consent of SoulCycle, employ consultants and other advisers in addition to utilizing its own employees. The services provided by EHI pursuant to the transition services agreement will be provided to SoulCycle in exchange for a payment of $             per month. The transition services agreement has a term of 12 months with respect to all services other than the real estate related services which continue for a term of 24 months, and the agreement may otherwise be extended in whole or in part by agreement of the parties. The transition services agreement is terminable by either party on 30 days’ prior written notice to the other party. See “Risk Factors—We will have access to the transitional services provided by EHI for a limited duration and may experience challenges in our business as we seek to perform these services with our own personnel.”

Tax Indemnity and Sharing Agreement

In connection with our separation from EHI as part of the Formation Transactions, we will enter into a tax indemnity and sharing agreement with REH II that provides for certain agreements and covenants related to tax matters involving SoulCycle and REH II. This agreement covers time periods before and after the separation and has a term that extends until 45 days after the expiration of the statute of limitations for tax free spin-offs under the Code. Among the matters addressed in the agreement are filing of tax returns, retention and sharing of books and records, cooperation in tax matters, control of possible tax audits and contests and tax indemnities. The agreement provides for limitations on certain corporate transactions that could affect the qualification of the spin-off as tax free under the Code.

SoulCycle will be prohibited, except in certain circumstances from:

• issuing shares of its stock equal to or exceeding 20% (by vote or value) of the shares of SoulCycle stock issued and outstanding immediately following the separation, including to raise capital or as acquisition currency in furtherance of strategic transactions,

• selling 50% or more of the assets of its business or engaging in mergers or other strategic transactions that may result in any stockholder owning (as determined under U.S. federal income tax law) 40% or more (by vote or value) of the outstanding shares of SoulCycle stock, repurchasing outstanding shares of its stock, other than in open market repurchases constituting less than 20% of such stock outstanding immediately following the distribution, and

• ceasing to actively conduct its business or liquidating.

See “Risk Factors—We may not be able to engage in certain corporate transactions for up to two years after the separation from EHI.”

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Registration Rights Agreements

Founder Registration Rights Agreement

Pursuant to the redemption agreement, we entered into a registration rights agreement, dated as of April 6, 2015, with our founders, Elizabeth P. Cutler and Julie J. Rice and trusts for the benefit of their respective families, pursuant to which we granted registration rights with respect to the shares of our common stock that have been issued to them. The registration rights agreement provides that, subject to the limitations described below, beginning 180 days after completion of this offering, such equityholders and their transferees will have the right to require us to use our commercially reasonable efforts to effect an unlimited number of registrations of our common stock; however, we will not be obligated to effect any registration unless it covers, (i) in the case of a registration on Form S-1, 40% of the registrable securities then owned by the equityholders party to the agreement or a lesser percent if the anticipated aggregate offering price, net of selling expenses, would exceed $10 million or, (ii) in the case of a registration on Form S-3, an anticipated aggregate offering price, net of selling expenses, of at least $5 million. We may decline to honor any of these demand registrations if, in the case of a registration requested on Form S-1, we have effected a registration on Form S-1 within the preceding 180 days, after we have effected two registrations on Form S-1 pursuant to the registration rights agreement or if equityholders demanding a registration propose to dispose of shares of registrable securities that may be immediately registered on a Form S-3 pursuant to a request made pursuant to the registration rights agreement, or, in the case of a registration requested on Form S-3 if we have effected a registration on Form S-3 within the preceding 180 days or after we have effected two registrations on a Form S-3 pursuant to the registration rights agreement within the 12-month period immediately preceding the date of such a request.

We will be required to pay the registration expenses in connection with each demand registration (other than any underwriting discounts, selling commissions and applicable stock transfer taxes and the fees and disbursements of any selling shareholders’ counsel).

In addition, if, in the good faith judgment of our board of directors, filing a registration statement would be significantly disadvantageous to us (because of the existence of, or in anticipation of, any significant acquisition, divestiture, financing, corporate reorganization, or other similar transaction), or the unavailability for reasons beyond our reasonable control of any required financial statements, or any other event or condition of similar significance, or because such disclosure would require premature disclosure of material information that we have a bona fide business purpose for preserving as confidential or render us unable to comply with requirements under the Securities Act or Exchange Act to permit use of such registration statement, we are entitled to delay filing such registration statement for a period of not more than 90 days (provided that we have not invoked this right more than once in any 12-month period and that we have not registered any securities for its own account or for that of any other shareholder during the 90 day period).

In addition to our obligations with respect to demand registrations, if we propose to register any of our securities, other than with respect to a registration on Form S-4 or Form S-8 or certain other registrations, we will give each equityholder party to the registration rights agreement the right to participate in such registration (a “piggyback registration”). We will be required to pay the registration expenses in connection with each of these registrations (other than any underwriting discounts, selling commissions and applicable stock transfer taxes and the fees and disbursements of any selling shareholders’ counsel). If the managing underwriters in a “piggyback registration” advise the equityholders demanding registration that the number of securities offered to the public needs to be reduced, the number of shares included in the piggyback registration will be reduced in proportion to the number of registrable securities owned by each selling shareholder or in other proportions as agreed upon by the selling shareholders.

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If any registration of our common stock is in connection with an underwritten public offering, each equityholder party to the registration rights agreement will agree not to effect any public sale or distribution of any common stock for up to a 180-day period beginning on the effective date of such registration statement, subject to certain extensions.

In addition, we have agreed to indemnify the selling shareholders against certain liabilities, including liabilities under the Securities Act.

The registration rights agreement terminates on the earlier of the date when the equityholders’ common stock can be sold without restriction under SEC Rule 144 or five years after the closing of this offering.

SIH Registration Rights Agreement

In connection with our separation from EHI as part of the Formation Transactions, we will enter into a registration rights agreement with SIH which will expressly benefit the direct and indirect members of REH II. This agreement will grant registration rights with respect to the shares of our common stock that are held by our stockholders who benefit from the agreement. The registration rights agreement will provide that, subject to the limitations described below, beginning 180 days after completion of this offering, such equityholders and their transferees will have the right to require us to use our commercially reasonable efforts to effect an unlimited number of registrations of our common stock. We will be required to pay the registration expenses in connection with each demand registration (other than any underwriting discounts, selling commissions and applicable stock transfer taxes, and the fees and disbursements of any selling shareholders’ counsel). In addition, if, in the good faith judgment of our board of directors, filing a registration statement would be significantly disadvantageous to us (because of the existence of, or in anticipation of, any significant acquisition, divestiture, financing, corporate reorganization, or other similar transaction), or the unavailability for reasons beyond our reasonable control of any required financial statements, or any other event or condition of similar significance, or because such disclosure would require premature disclosure of material information that we have a bona fide business purpose for preserving as confidential or render us unable to comply with requirements under the Securities Act or Exchange Act to permit use of such registration statement), we will be entitled to delay filing such registration statement for a period of not more than 90 days (provided that we have not invoked this right more than once in any 12-month period and that we have not registered any securities for its own account or for that of any other shareholder during the 90 day period).

In addition to our obligations with respect to demand registrations, if we propose to register any of our securities, other than with respect to a registration on Form S-4 or Form S-8 or certain other registrations, we will give each equityholder party to the registration rights agreement the right to participate in such registration (a “piggyback registration”). We will be required to pay the registration expenses in connection with each of these registrations (other than any underwriting discounts, selling commissions and applicable stock transfer taxes, and the fees and disbursements of any selling shareholders’ counsel). If the managing underwriters in a “piggyback registration” advise the equityholders demanding registration that the number of securities offered to the public needs to be reduced, the number of shares included in the piggyback registration will be reduced in proportion to the number of registrable securities owned by each selling shareholder or in other proportions as agreed upon by the selling shareholders.

If any registration of our common stock is in connection with an underwritten public offering, each equityholder party to the registration rights agreement will agree not to effect any public sale or distribution of any common stock for up to a 180-day period beginning on the effective date of such registration statement, subject to certain extensions. In addition, we will agree to indemnify the selling shareholders against certain liabilities, including liabilities under the Securities Act.

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The registration rights agreement will terminate upon the date when the equityholders’ common stock can be sold without restriction under SEC Rule 144.

The registration rights agreement with the founders and their family trusts, and the form of registration right agreement with SIH, are filed as exhibits to the registration statement of which this prospectus forms a part.

Investor Rights Agreement

In connection with our separation from EHI as part of the Formation Transactions, we will enter into an investor rights agreement with SIH and its permitted assigns (which will consist of its equity owners and their affiliates), pursuant to which SIH and its permitted assigns will be granted certain rights regarding the election of our directors and the governance of our affairs. The agreement gives SIH and its permitted assigns the right to appoint a number of directors to our board of directors and committees of the board that is proportionate to their collective beneficial ownership of our common stock (a majority of the board if that ownership is 50% or greater, scaling down to 10% of the board if that ownership is at least 5%). Further, so long as SIH and its affiliates maintain ownership of an amount of common stock equal to at least 10% of the common stock they owned following this offering, they will have the ability to exercise significant control over the affairs of the corporation, including:

• the approval of mergers and other significant corporate transactions, including various sale of control transactions or a sale of a substantial amount of our assets;

• the hiring and termination of our chief executive officer;

• the authorization or issuance of any of our equity securities, other than pursuant to equity incentive plans or arrangements approved by the board of directors;

• any increase or decrease in the size of the board of directors; and

• the approval of any amendment to our certificate of incorporation and bylaws.

Further, SIH may assign to SIH’s equity owners and their affiliates, as permitted assigns, its rights under this agreement without our consent, so long as the assignee agrees to be bound by the terms of the agreement. See “Risk Factors—The parties to the investor rights agreement will continue to have significant influence over us after this offering, which could limit your ability to influence the affairs of the corporation.”

Revolver with EHI

Pursuant to the terms of the third amended and restated limited liability company agreement of SoulCycle Holdings, LLC, dated as of 2011, EHI agreed to loan us cash on a revolving and unsecured basis to fund ongoing capital expenditures. At each of December 31, 2014 and March 31, 2015, our borrowings under the revolver totaled $3.8 million. On May 13, 2015, we repaid the outstanding borrowings in full and EHI’s obligation to lend terminated on May 15, 2015 upon the conversion.

Deferred Tax Distributions

EHI was a member of SCH holding equity interests entitled to tax distributions. EHI deferred receipt of an aggregate of $20,120,429 of such distributions which was added to its capital account and unpaid prior to the conversion. SCH distributed to EHI $5,003,723 of such deferred distributions immediately prior to the conversion. We succeeded to the remaining $15,116,706 unpaid tax distribution claim upon the conversion, which we will pay with the proceeds of this offering.

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Certain Leases

We are party to a lease with an affiliate of The Related Companies, LP, associates and affiliates of which control our principal stockholder, SIH and our parent prior to the separation, EHI. The lease expires in 2021. We paid a total of $300,000 in rent under the lease for each of the years ended December 31, 2014, 2013 and 2012. We are also party to a lease for a studio location in Chicago, Illinois for which the landlord was formerly affiliated with The Related Companies, LP. The building was sold prior to the rent commencement date in January 2015 after which the landlord ceased to be affiliated with The Related Companies, LP. We are also party to a sublease with EHI which expires in 2022. We paid a total of $300,000 in rent under the sublease for each of the years ended December 31, 2014, 2013 and 2012.

Indemnification Agreements

We intend to enter into indemnification agreements with our directors and reporting officers. These agreements will require us to indemnify these individuals to the fullest extent permitted under Delaware law and our charter against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors or executive officers, we have been informed that in the opinion of the SEC, such indemnification is against public policy and is therefore unenforceable.

A number of our directors and officers would, in certain circumstances, be entitled to indemnification by both us and related entities, such as EHI or SIH. In all such cases, under the terms of our indemnification agreements, we shall be fully and primarily responsible for payment of the indemnification or advancement of related expenses, regardless of any rights of recovery the indemnified party may have from those related entities.

Policies Regarding Related Party Transactions

Upon completion of this offering, our board of directors will adopt a written statement of policy regarding transactions with related persons, which we refer to as our “related person policy.” Our related person policy requires that a “related person” (as defined as in paragraph (a) of Item 404 of Regulation S-K) must promptly disclose to our senior legal officer any “related person transaction” (defined as any transaction that is anticipated would be reportable by us under Item 404(a) of Regulation S-K in which we were or are to be a participant and the amount involved exceeds $120,000 and in which any related person had or will have a direct or indirect material interest) and all material facts with respect thereto. The senior legal officers will then promptly communicate that information to the audit committee of our board of directors. No related person transaction will be executed without the approval or ratification of the audit committee. In general, the audit committee will approve or ratify related person transactions that we believe are at least as favorable to us as those we would obtain from an unrelated party.

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SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the beneficial ownership of our common stock as of                      and immediately after the closing of this offering, for:

• each stockholder, or group of affiliated stockholders, who we know beneficially owns more than 5% of the outstanding shares of our common stock;

• each of our continuing directors and director nominees;

• each of our named executive officers; and

• all of our continuing directors, director nominees and executive officers as a group.

Beneficial ownership is determined in accordance with rules of the SEC and generally includes any shares over which a person exercises sole or shared voting and/or investment power. Shares of common stock subject to options currently exercisable or exercisable within 60 days are deemed outstanding for computing the percentage ownership of the person holding the options but are not deemed outstanding for computing the percentage ownership of any other person. Except as otherwise indicated, we believe the beneficial owners of the common stock listed below, based on information furnished by them, have sole voting and investment power with respect to the number of shares listed opposite their names.

The numbers of shares of common stock beneficially owned and percentages of beneficial ownership prior to this offering that are set forth below in the table are based on the number of shares issued and outstanding prior to this offering following consummation of the Redemption-Related Transactions. The numbers of shares of common stock beneficially owned and percentages of beneficial ownership after this offering that are set forth below in the table are based on the number of shares issued and outstanding after this offering following consummation of the Separation-Related Transactions and completion of the planned recapitalization and            for            stock split. Holders of our common stock following this offering will vote together as a single class on all matters submitted to a vote of stockholders, subject to certain exceptions or unless otherwise required by law.

Unless otherwise indicated, the address of each of the individuals named below is c/o SoulCycle Inc., 609 Greenwich Street, New York, New York 10014.

	Shares Beneficially Owned Prior to this Offering					Shares Beneficially Owned After this Offering
	Shares		%			Shares	%
Named Executive Officers, Continuing Directors and Director Nominees:
Harvey J. Spevak(1)		—		—
Elizabeth P. Cutler(2)
Julie J. Rice(3)
Melanie Whelan(4)		—		—
Larry M. Segall(5)		—		—
Stephen M. Ross(6)		—		—
Jeff T. Blau(7)		—		—
Irwin Cohen(8)		—		—
Millard S. Drexler		—		—
Robert L. Loverd		—		—
All executive officers, continuing directors and director nominees as a group (10 persons)
Other 5% Stockholders:
SoulCycle Intermediate Holdings LLC(9)		970,000		97	%
Related Special Assets LLC(10)		—		—
Related Management Holdco LLC(11)		—		—
Leonard Green & Partners, L.P.(12)		—		—

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* less than 1%.

(1) Consists of              shares and              shares issuable upon exercise of stock options to be issued in connection with the Separation-Related Transactions.

(2) Consists of 10,000 shares and              shares issuable upon exercise of stock options.

(3) Consists of 10,000 shares and              shares issuable upon exercise of stock options.

(4) Consists of              shares and              shares issuable upon exercise of stock options to be issued in connection with the Separation-Related Transactions.

(5) Consists of              shares and              shares issuable upon exercise of stock options to be issued in connection with the Separation-Related Transactions.

(6) Includes the shares deemed beneficially owned by Related Special Assets LLC as discussed below.

(7) Includes the shares deemed beneficially owned by Related Special Assets LLC as discussed below.

(8) Consists of              shares issuable upon exercise of a stock option to be issued in connection with the Separation-Related Transactions.

(9) SoulCycle Intermediate Holdings LLC has direct voting and dispositive power over the shares of common stock held by SIH, but under the terms of its operating agreement to be amended and restated in connection with the Separation-Related Transactions, it passes through to its equity owners the voting rights associated with the common stock owned by it. The address of SIH is 60 Columbus Circle, 19th Floor, New York, NY 10023.

(10) Includes shares deemed beneficially owned as a result of the pass through of voting rights under the SIH operating agreement. An investment committee comprising Stephen M. Ross, Jeff T. Blau and Bruce A. Beal, Jr. exercises authority over the investments held by Related Special Assets LLC (“RSA”). Under the terms of RSA’s operating agreement, Messrs. Ross, Blau and Beal may be deemed to share voting power over the shares deemed beneficially owned by RSA. Each of RSA and Messrs. Ross, Blau and Beal disclaims beneficial ownership of the such shares except to the extent of its or his pecuniary interest and do not admit that it or he is the beneficial owner of the shares for any other purpose. The address of RSA is 60 Columbus Circle, 19th Floor, New York, NY 10023.

(11) Includes shares deemed beneficially owned as a result of the pass through of voting rights under the SIH operating agreement. The Related Realty Group, Inc. (“TRRG”) serves as the manager of Related Management Holdco LLC (“RMH”). A board of directors comprising Stephen M. Ross, Jeff T. Blau and Michael Brenner exercises authority over the investments held by RMH. Under TRRG bylaws, none of Messrs. Ross, Blau and Brenner are deemed to share voting power over the shares deemed beneficially owned by RMH. The address of RMH is 60 Columbus Circle, 19th Floor New York NY 10023.

(12) Includes shares deemed beneficially owned as a result of the pass through of voting rights under the SIH operating agreement. Green Equity Investors V, L.P. (“GEI V”) is the direct beneficial owner of              shares of common stock (the “GEI V Shares”). Green Equity Investors Side V, L.P. (“GEI Side V”), is the direct beneficial owner of              shares of common stock (the “GEI Side V Shares”). LG Equinox Holdco, LP (“EQ Holdco”) is the direct beneficial owner of              shares of common stock (the “EQ Holdco Shares”). LGP Fitness Co-investment LLC (“Fitness I”), is the direct beneficial owner of              shares of common stock (the “Fitness I Shares”). LGP Fitness II Co-investment LLC (“Fitness II” and, collectively with GEI V, GEI Side V, EQ Holdco, and Fitness I, the “LGP Funds”), is the direct beneficial owner of              shares of common stock (the “Fitness II Shares” and, collectively with the GEI V Shares, the GEI Side V Shares, the EQ Holdco Shares, and the Fitness I Shares, the “LGP Shares”). GEI Capital V, LLC (“GEIC”), is the general partner of GEI V and GEI Side V. Green V Holdings, LLC (“Holdings”), is a limited partner of GEI V and GEI Side V. Leonard Green & Partners, L.P. (“LGP”), is the manager of GEI V, GEI Side V, and Peridot Coinvest Manager LLC (“Peridot”), the sole member of the general partner of EQ Holdco and an affiliate of GEIC and Holdings. LGP Management, Inc. (“LGPM”) is the general partner of LGP. Peridot is the manager of Fitness I and Fitness II. GEIC, as the general partner of GEI V and GEI Side V, Holdings, as a limited partner of GEI V and GEI Side V, LGP, as the manager or general partner of GEI V, GEI Side V, EQ Holdco, and Peridot, LGPM, as the general partner of LGP, and Peridot, as the manager of Fitness I and Fitness II, each directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed to share voting power with respect to the LGP Shares. As such, GEIC, Holdings, LGP, Peridot, and LGPM may be deemed to be the indirect beneficial owners of the LGP Shares. Each of GEIC, Holdings, LGP, Peridot, and LGPM disclaims beneficial ownership of the LGP Shares, except to the extent of its pecuniary interest therein. Each of Messrs. John G. Danhakl, Jonathan D. Sokoloff, Jonathan A. Seiffer, John M. Baumer, Timothy J. Flynn, James D. Halper, Todd M. Purdy, Michael S. Solomon, W. Christian McCollum, Usama N. Cortas, and J. Kristofer Galashan, and Ms. Alyse M. Wagner either directly (whether through ownership interest or position) or through one or more intermediaries, may be deemed to control LGP. As such, Messrs. Danhakl, Sokoloff, Seiffer, Baumer, Flynn, Halper, Purdy, Solomon, McCollum, Cortas, and Galashan, and Ms. Wagner may be deemed to have shared voting and investment power with respect to all shares beneficially owned by the LGP Funds. These individuals each disclaim beneficial ownership of the securities held by the LGP Funds except to the extent of his pecuniary interest therein. The address of EQ Holdco is One Broadway, Floor 14, Cambridge, Massachusetts 02142. The address of each other entity and individual referenced herein (other than the Issuer) is c/o Leonard Green & Partners, L.P., 11111 Santa Monica Boulevard, Suite 2000, Los Angeles, California 90025.

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DESCRIPTION OF CAPITAL STOCK

The following is a summary of our capital stock and certain provisions of our amended and restated certificate of incorporation and amended and restated bylaws, each of which will be in effect prior to the closing of this offering. This summary is qualified in its entirety by the provisions of the amended and restated certificate of incorporation and bylaws, copies of which are filed as exhibits to the registration statement of which this prospectus is a part, and by the provisions of applicable law. The description of our capital stock reflects changes to our capital structure that will occur upon the closing of the offering.

After completion of this offering, our authorized capital stock will consist of 350,000,000 shares, each with a par value of $0.01 per share, of which:

• 300,000,000 shares will be designated as common stock; and

• 50,000,000 shares will be designated as preferred stock.

Common Stock

Voting Rights.    Holders of our common stock are entitled to one vote per share. Holders of shares of common stock will vote on all matters (including the election of directors) submitted to a vote of stockholders, unless otherwise required by law. An election of directors by our stockholders shall be determined by a plurality of the votes cast by the stockholders entitled to vote on the election.

Our amended and restated bylaws that will become effective prior to the closing of this offering provides for a classified board of directors. We have not provided for cumulative voting for the election of directors in our amended and restated certificate of incorporation.

No Preemptive or Similar Rights.    Our common stock is not entitled to preemptive rights, and is not subject to redemption.

Dividends.    Subject to preferences that may apply to any shares of preferred stock outstanding at the time, the holders of outstanding shares of our common stock shall be entitled to receive ratably any dividends declared by our board of directors out of assets legally available therefor. See the section entitled “Dividend Policy.”

Liquidation.    Upon our liquidation, dissolution or winding-up, the assets legally available for distribution to our stockholders would be distributable ratably among the holders of our common stock and any participating preferred stock outstanding at that time after payment of liquidation preferences, if any, on any outstanding shares of preferred stock and payment or provision for payment of our debts and liabilities.

Conversion.    Our common stock is not convertible into any other shares of our capital stock.

Preferred Stock

Pursuant to our amended and restated certificate of incorporation, our board of directors will have the authority, without further action by the stockholders, to issue from time to time up to 50,000,000 shares of preferred stock, in one or more series. Our board will determine the rights, powers, preferences, privileges, and qualifications, limitations and restrictions of the preferred stock, including, but not limited to, dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms, and the number of shares constituting any series or the designation of

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any series, any or all of which may be greater than or senior to the rights of our common stock. The issuance of preferred stock could adversely affect the voting power of holders of our common stock and reduce the likelihood that such holders will receive dividend payments and payments upon liquidation, and the likelihood that holders of preferred stock will receive dividend payments and payments upon liquidation may have the effect of delaying, deterring or preventing a change in control, which could depress the market price of our common stock. We have no current plan to issue any shares of preferred stock.

Anti-Takeover Provisions Under Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws and Delaware Law

Certain provisions of Delaware law, our amended and restated certificate of incorporation and our amended and restated bylaws, which will be in effect prior to the closing of this offering, and Delaware law contain provisions that could have the effect of delaying, deferring or discouraging another party from acquiring control of us. These provisions, which are summarized below, may have the effect of discouraging coercive takeover practices and inadequate takeover bids. These provisions may adversely affect the prevailing market price of our common stock. These provisions are also designed, in part, to encourage persons seeking to acquire control of us to first negotiate with our board of directors. We believe that the benefits of increased protection of our potential ability to negotiate with an unfriendly or unsolicited acquiror outweigh the disadvantages of discouraging a proposal to acquire us because negotiation of these proposals could result in an improvement of their terms.

Undesignated Preferred Stock.    As discussed above, our board of directors has the ability to issue, without stockholder approval, preferred stock with voting or other rights, powers, preferences or privileges as may be fixed by the board of directors that could impede the success of any takeover attempt. This and other provisions may have the effect of deferring hostile takeovers or delaying changes in control or management of our company.

Limitations on the Ability of Stockholders to Act by Written Consent or Call a Special Meeting.    Our amended and restated certificate of incorporation will provide that our stockholders may not act by written consent from and after the date upon which SIH and its affiliates, collectively, cease to beneficially own at least 50% of our outstanding common stock. The inability of our stockholders to act by written consent may lengthen the amount of time required to take stockholder actions. As a result, a holder controlling a majority of our capital stock would not be able to amend our bylaws or remove directors without holding a meeting of our stockholders called in accordance with our bylaws.

In addition, our amended and restated certificate of incorporation will provide that special meetings of the stockholders may be called only by the chairperson of our board of directors, the chief executive officer, the president or pursuant to a resolution adopted by a majority of the board of directors. A stockholder may not call a special meeting, which may delay the ability of our stockholders to force consideration of a proposal or for holders controlling a majority of our capital stock to take any action, including the removal of directors.

Requirements for Advance Notification of Stockholder Nominations and Proposals.    Our amended and restated bylaws establish advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors, other than nominations made by

or at the direction of the board of directors or a committee of the board of directors. These provisions may have the effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed. These provisions may also discourage or deter a potential acquiror from conducting a solicitation of proxies to elect the acquiror’s own slate of directors or from otherwise attempting to obtain control of our company.

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Board Classification.    Our board of directors is divided into three classes, one class of which is elected each year by our stockholders. The directors in each class will serve for a three-year term. For more information on the classified board, see “Management—Board of Directors.” A third party may be discouraged from making a tender offer or otherwise attempting to obtain control of us as it is more difficult and time-consuming for stockholders to replace a majority of the directors on a classified board.

Board Vacancies Filled Only by Majority of Directors.    Vacancies and newly created seats on our board shall be filled only by a majority of the remaining directors then in office. Only our board of directors may determine the number of directors on our board. The inability of stockholders to determine the number of directors or to fill vacancies or newly created seats on our board of directors makes it more difficult to change the composition of our board of directors, but these provisions promote a continuity of existing management.

No Cumulative Voting.    The DGCL provides that stockholders are not entitled to the right to cumulate votes in the election of directors unless our amended and restated certificate of incorporation will provide otherwise. Our amended and restated certificate of incorporation does not expressly provide for cumulative voting.

Directors Removed Only for Cause.    Our amended and restated certificate of incorporation will provide for the removal of directors only for cause and only upon the affirmative vote of the holders of at least two-thirds of the total voting power of our outstanding capital stock entitled to vote generally in the election of directors.

Amendment of Charter Provisions and Bylaws.    The amendment of certain provisions in our amended and restated certificate of incorporation and of any provision in our amended and restated bylaws requires approval by holders of at least two-thirds of our outstanding capital stock entitled to vote generally in the election of directors.

Delaware Anti-Takeover Statute.    Because we are incorporated in Delaware, we are subject to Section 203 of the DGCL, hereinafter referred to as DGCL Section 203, unless we expressly elect not to be governed by the statute. Our amended and restated certificate of incorporation expressly elects not to be governed by DGCL Section 203 until the occurrence of a transaction in which SoulCycle Intermediate Holdings LLC or its equity owners cease to collectively, as applicable, beneficially own at least 15% of the voting power of our outstanding voting stock. Accordingly, we are not currently subject to DGCL Section 203. DGCL Section 203 prevents, subject to certain exceptions set forth therein, certain Delaware corporations, including those whose securities are listed on                 , from engaging, under certain circumstances, in a business combination with any interested stockholder for a period of three years following the date that such stockholder became an interested stockholder unless the business combination is approved in a prescribed manner. For purposes of DGCL Section 203, a business combination includes, among other things, a merger or consolidation, asset sale or other transaction resulting in a financial benefit to the interested stockholder. In general, DGCL Section 203 defines an interested stockholder to include any entity or person owning 15% or more of the voting power of our outstanding voting stock and any affiliate or associate of such person or entity. This provision has an anti-takeover effect with respect to transactions not approved in advance by our board of directors, including discouraging takeover attempts that might result in a premium over the market price for our shares.

The provisions of Delaware law, our amended and restated certificate of incorporation and our amended and restated bylaws could have the effect of discouraging others from attempting hostile takeovers and, as a consequence, they may also inhibit temporary fluctuations in the market price of our common stock that often result from actual or rumored hostile takeover attempts. These provisions

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may also have the effect of preventing changes in our management. It is possible that these provisions could make it more difficult to accomplish transactions that stockholders may otherwise deem to be in their best interests.

Exclusive Forum

Our amended and restated certificate of incorporation will provide that the Court of Chancery of the State of Delaware is the exclusive forum for the following civil actions:

• any derivative action or proceeding brought on our behalf;

• any action asserting a claim of breach of a fiduciary duty by any of our directors, officers or other employees or our stockholders;

• any action asserting a claim arising pursuant to any provision of the DGCL or our amended and restated certificate of incorporation or amended and restated bylaws or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware; or

• any action asserting a claim governed by the internal affairs doctrine.

Limitations on Liability and Indemnification of Officers and Directors

The DGCL authorizes corporations to limit or eliminate the personal liability of directors to corporations and their stockholders for monetary damages for breaches of directors’ fiduciary duties, subject to certain exceptions. Our amended and restated certificate of incorporation will include a provision that eliminates the personal liability of directors for monetary damages for any breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL. These provisions will have the effect of eliminating our rights and the rights of our stockholders, through stockholders’ derivative suits on our behalf, to recover monetary damages from a director for breach of fiduciary duty as a director, including breaches resulting from grossly negligent behavior. However, a director will not be exculpated for breaches of his or her duties of loyalty, for acts or omissions not in good faith and which involve intentional misconduct or knowing violation of law, authorizing illegal dividends or redemptions or for deriving an improper benefit from his or her actions as a director.

Our amended and restated certificate of incorporation and amended and restated bylaws will provide that we must indemnify and advance expenses to our directors and officers to the fullest extent authorized by the DGCL. We also will be expressly authorized to carry insurance on behalf of our directors, officers, employees and agents. We believe that these indemnification and advancement provisions and insurance will be useful to attract and retain qualified directors and officers.

A number of our directors and officers would, in certain circumstances, be entitled to indemnification by both us and related entities, such as EHI or SIH. In all such cases, under the terms of our indemnification agreements, we shall be fully and primarily responsible for payment of the indemnification or advancement of related expenses, regardless of any rights of recovery the indemnified party may have from those related entities.

The limitation of liability, indemnification and advancement provisions in our amended and restated certificate of incorporation and amended and restated bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. In addition, your investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

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There is currently no pending material litigation or proceeding involving any of our directors, officers or employees for which indemnification has been sought.

Corporate Opportunity

Pursuant to our amended and restated certificate of incorporation, none of SIH or any SIH affiliates shall, to the fullest extent permitted by law:

• have any duty to refrain from engaging in the same or similar business activities in which we engage or otherwise from competing with us;

• be liable to us, our stockholders or our affiliates for breach of any fiduciary duty solely by reason of the fact that they appropriate a corporate opportunity;

• have any duty to communicate or offer any transaction or business opportunity to us or any of our affiliates; or

• be liable to us, our stockholders or any of our affiliates for breach of any fiduciary duty as our stockholder, director or officer solely by reason of having appropriated the corporate opportunity for itself or directed the corporate opportunity to another person.

Indemnification Agreements

We expect to enter into an indemnification agreement with each of our directors and executive officers that provide for indemnification to the maximum extent permitted by Delaware law as described in “Certain Relationships and Related Party Transactions—Indemnification Agreements.” Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors or executive officers, we have been informed that in the opinion of the SEC such indemnification is against public policy and is therefore unenforceable.

Transfer Agent and Registrar

We expect that the transfer agent and registrar for our common stock will be     . The transfer agent’s address is                          and its telephone number is             .

Exchange                

We intend to apply to list our common stock on                  under the symbol “                ”.

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SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no public market for our common stock. Future sales of substantial amounts of our common stock in the public market could adversely affect the prevailing price of our common stock from time to time or impair our ability to raise equity capital in the future. Furthermore, since a substantial number of shares will be subject to contractual and legal restrictions on resale as described below, sales of substantial amounts of our common stock, or the perception that those sales could occur, in the public market after these restrictions lapse could adversely affect the prevailing market price and our ability to raise equity capital in the future.

Upon completion of this offering, we will have outstanding an aggregate of             shares of common stock, assuming no exercise of the underwriters’ option to purchase additional shares and no exercise of outstanding options. Of these shares, all             of the shares sold in this offering by us will be freely tradable without restriction or further registration under the Securities Act, unless these shares are purchased by affiliates. The remaining shares of common stock held by existing stockholders are “restricted securities” as that term is defined in Rule 144 under the Securities Act or are subject to the contractual restrictions described below. Restricted securities may be sold in the public market only if registered or if the transaction qualifies for an exemption from registration described below under Rules 144 or 701 promulgated under the Securities Act. Shares subject to the contractual restrictions described below will be eligible for sale in the public market upon the expiration of the lock-up agreements, described below, beginning 180 days after the date of this prospectus.

In addition, of the             shares of our common stock that were subject to stock options outstanding as of                     , 2015, options to purchase              shares of common stock were exercisable as of                     , 2015 and will be eligible for sale 180 days following the effective date of this offering, or Rules 144 or 701 under the Securities Act, as applicable.

Lock-Up Agreements and Obligations

Certain of our officers, directors and stockholders, who together hold     % of our outstanding common stock as of                     , 2015, have agreed, subject to certain exceptions, not to offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right, or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of our common stock or any securities convertible into shares or exercisable or exchangeable for shares of our common stock, or enter into any swap or other arrangement for transfer to another, in whole or in part, any of the economic consequences of ownership of our common stock, for a period of at least 180 days after the date of this prospectus. Transfers or dispositions can be made sooner only in certain circumstances or with the prior written consent of                     .                     may release any of the shares subject to these lock-up agreements at any time without notice.

Rule 144

In general, under Rule 144 as currently in effect, a person (or persons whose shares are aggregated) who is not deemed to have been an affiliate of ours at any time during the three months preceding a sale, and who has beneficially owned restricted securities within the meaning of Rule 144 for at least six months (including any period of consecutive ownership of preceding non-affiliated holders) would be entitled to sell those shares, subject only to the availability of current public information about us. A non-affiliated person who has beneficially owned restricted securities within the meaning of Rule 144 for at least one year would be entitled to sell those shares without regard to the provisions of Rule 144.

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In general, under Rule 144 as currently in effect, our affiliates or persons selling shares on behalf of our affiliates are entitled to sell upon expiration of the lock-up agreements described above, within any three-month period beginning 90 days after the date of this prospectus, a number of shares that does not exceed the greater of:

• 1% of the number of shares of common stock then outstanding, which will equal approximately shares immediately after this offering; or

• the average weekly trading volume of the common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale.

Sales under Rule 144 by our affiliates or persons selling shares on behalf of our affiliates are also subject to certain manner of sale provisions and notice requirements and to the availability of current public information about us.

Rule 701

Rule 701 of the Securities Act, as currently in effect, permits any of our employees, officers, directors, consultants or advisors who purchase or receive shares from us pursuant to a written compensatory plan or contract to resell such shares in reliance upon Rule 144, but without compliance with certain restrictions. Subject to any applicable lock-up agreements, Rule 701 provides that affiliates may sell their Rule 701 shares under Rule 144 beginning 90 days after the date of this prospectus without complying with the holding period requirement of Rule 144 and that non-affiliates may sell such shares in reliance on Rule 144 beginning 90 days after the date of this prospectus without complying with the holding period, public information, volume limitation or notice requirements of Rule 144.

Registration Rights

Beginning 180 days after the closing of this offering, our founders and their family trusts or their transferees, and SIH and its transferees, will be entitled to various rights with respect to the registration of these shares under the Securities Act. Registration of these shares under the Securities Act would result in these shares becoming fully tradable without restriction under the Securities Act immediately upon the effectiveness of the registration. See “Certain Relationships and Related Party Transactions—Registration Rights Agreements” for additional information. Shares covered by a registration statement will be eligible for sale in the public market upon the expiration or release from the terms of the lock-up agreement.

Form S-8 Registration Statements

Following the completion of this offering, we intend to file one or more registration statements on Form S-8 under the Securities Act to register the shares of our common stock that are issuable pursuant to our equity incentive plans. See the section entitled “Executive Compensation—2015 Omnibus Incentive Plan.” Subject to the lock-up agreements described above, other contractual lock-up obligations set forth in the grant agreements under each such plan and any applicable vesting restrictions, shares registered under these registration statements will be available for resale in the public market immediately upon the effectiveness of these registration statements, except with respect to Rule 144 volume limitations that apply to our affiliates.

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Distribution by SIH

SIH has informed us that it intends to distribute, tax-free, its shares of our common stock to its equity owners no earlier than 18 months after the Separation-Related Transactions unless a majority of the holders of SIH’s membership interests vote for an earlier distribution. Following the 18-month anniversary of the Separation-Related Transactions, SIH’s board of managers will have the authority to determine when and if to distribute its shares of our common stock to its equity owners. Any such distribution will be subject to the expiration or release from the terms of the lock-up agreement with SIH or any other lock-up agreement entered into by SIH. Any shares of our common stock distributed to our affiliates will be “restricted securities” as described above and may also be subject to the expiration or release from the terms of a lock-up agreement.

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CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS

The following is a summary of certain material U.S. federal income tax considerations relating to the purchase, ownership and disposition of our common stock applicable to “non-U.S. holders” as defined below. This discussion is not a complete analysis of all of the potential U.S. federal income tax consequences relating thereto, nor does it address any tax consequences arising under any state, local or foreign tax laws, or any other U.S. federal tax laws. This summary is based upon the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations promulgated thereunder, administrative rulings and judicial decisions, all as of the date hereof. These authorities may be changed, possibly retroactively, so as to result in U.S. federal income tax consequences different from those set forth below. We have not sought any ruling from the Internal Revenue Service (the “IRS”) with respect to the statements made and the conclusions reached in the following summary, and there can be no assurance that the IRS will agree with such statements and conclusions. The term “non-U.S. holder” means a beneficial owner of our common stock that, for U.S. federal income tax purposes, is not any entity taxable as a partnership, or any of the following:

• an individual who is a citizen or resident of the U.S.;

• a corporation or other entity taxable as a corporation for U.S. federal income tax purposes created or organized in the U.S. or under the laws of the U.S., any state thereof, or the District of Columbia or otherwise treated as such for U.S. federal income tax purposes;

• an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

• a trust that (1) is subject to the primary supervision of a U.S. court and the control of one or more U.S. persons or (2) has a valid election in effect under applicable Treasury regulations to be treated as a U.S. person.

This summary is limited to non-U.S. holders who purchase shares of our common stock issued pursuant to this offering and who hold our common stock as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment). In addition, this discussion does not address the impact of the Medicare contribution tax on net investment income or tax considerations applicable to an investor’s particular circumstances or to investors that may be subject to special tax rules, including, without limitation:

• banks, insurance companies, or other financial institutions;

• persons subject to the alternative minimum tax or the net investment income tax;

• tax-exempt organizations;

• dealers in securities or currencies;

• traders in securities that elect to use a mark-to-market method of accounting for their securities holdings;

• controlled foreign corporations, passive foreign investment companies or corporations that accumulate earnings to avoid U.S. federal income tax;

• certain former citizens or long-term residents of the U.S.;

• persons who purchase or sell our common stock as part of a wash sale for tax purposes; or

• persons who hold our common stock as part of a hedge, straddle, constructive sale, or conversion transaction.

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If a partnership holds our common stock, the U.S. federal income tax treatment of a partner will generally depend on the status of the partner and the tax treatment of the partnership. A partner in a partnership holding our common stock should consult its tax advisor with regard to the U.S. federal income tax treatment of an investment in our common stock.

YOU ARE URGED TO CONSULT YOUR TAX ADVISOR WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO YOUR PARTICULAR SITUATION, AS WELL AS ANY TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF OUR COMMON STOCK ARISING UNDER THE FEDERAL ESTATE OR GIFT TAX RULES OR UNDER THE LAWS OF ANY STATE, LOCAL, FOREIGN OR OTHER TAXING JURISDICTION OR UNDER ANY APPLICABLE TAX TREATY.

Distributions on Common Stock

If we make cash or other property distributions on our common stock, such distributions will constitute dividends for U.S. federal income tax purposes to the extent they are paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of our earnings and profits will constitute a return of capital that will first be applied against and reduce the non-U.S. holder’s adjusted tax basis in our common stock, but not below zero. Any remaining excess will be treated as gain realized on the sale or other disposition of the common stock and will be treated as described under “—Gain on Disposition of Common Stock” below.

Dividends paid to a non-U.S. holder that are not effectively connected with the non-U.S. holder’s conduct of a trade or business in the United States will generally be subject to withholding of U.S. federal income tax at the rate of 30%, or if a tax treaty applies, a lower rate specified by the treaty. Non-U.S. holders should consult their tax advisors regarding their entitlement to benefits under a relevant income tax treaty.

Dividends that are effectively connected with a non-U.S. holder’s conduct of a trade or business in the United States and, if an income tax treaty applies, are attributable to a permanent establishment in the U.S., are generally exempt from withholding and will be taxed on a net income basis at the same graduated U.S. federal income tax rates applicable to a “United States person,” as defined under the Code. In such cases, we will not have to withhold U.S. federal income tax if the non-U.S. holder complies with applicable certification requirements. In addition, if the non-U.S. holder is a corporation, a “branch profits tax” equal to 30% (or lower applicable treaty rate) may be imposed on a portion of its effectively connected earnings and profits for the taxable year. Non-U.S. holders should consult their tax advisors regarding any applicable tax treaties that may provide for different rules.

To claim the benefit of a tax treaty or an exemption from withholding because the dividends are effectively connected with the conduct of a trade or business in the United States, a non-U.S. holder must either (a) provide a properly executed IRS Form W-8BEN, IRS Form W-8BEN-E, or IRS Form W-8ECI (as applicable) before the payment of dividends or (b) if our common stock is held through certain foreign intermediaries, satisfy the relevant certification requirements of applicable U.S. Treasury regulations. These forms may need to be periodically updated. Non-U.S. holders may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS.

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Gain on Disposition of Common Stock

A non-U.S. holder generally will not be subject to U.S. federal income tax or any withholding thereof with respect to gain recognized on a sale or other disposition of our common stock unless one of the following applies:

• the gain is effectively connected with the non-U.S. holder’s conduct of a trade or business in the United States and, if an income tax treaty applies, is attributable to a permanent establishment maintained by the non-U.S. holder in the United States; in these cases, the non-U.S. holder will generally be taxed on its net gain derived from the disposition at the same graduated U.S. federal income tax rates applicable to a United States person and, if the non-U.S. holder is a foreign corporation, the “branch profits tax” described above may also apply;

• the non-U.S. holder is a non-resident individual who is present in the United States for 183 days or more in the taxable year of the disposition and meets certain other requirements; in this case, the non-U.S. holder will be subject to U.S. federal income tax at a rate of 30% (or a reduced rate under an applicable treaty) on the amount by which capital gains (including gain recognized on a sale or other disposition of our common stock) allocable to U.S. sources exceed capital losses allocable to U.S. sources (provided that the non-U.S. holder has timely filed U.S. income tax returns with respect to such losses); or

• we are or have been a “United States real property holding corporation”, or USRPHC, for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date you dispose of our common stock or the period you held our common stock, unless our common stock is regularly traded on an established securities market and you hold, directly or indirectly, more than 5% of our common stock and you are not eligible for any treaty exemption. The determination of whether we are a USRPHC depends on the fair market value of our U.S. real property interests relative to the fair market value of our other business assets. We believe that we currently are not and do not anticipate becoming a USRPHC.

Information Reporting and Backup Withholding

We must report annually to the IRS the amount of dividends or other distributions we make to you on your shares of common stock, including the amount of tax we withhold on these distributions regardless of whether withholding is required. The IRS may make copies of the information returns reporting those distributions and amounts withheld available to the tax authorities in the country in which you reside pursuant to the provisions of an applicable income tax treaty or exchange of information treaty. Backup withholding tax may also apply to payments made to a non-U.S. holder on or with respect to our common stock, unless the non-U.S. holder certifies as to its status as a non-U.S. holder under penalties of perjury or otherwise establishes an exemption, and certain other conditions are satisfied. Notwithstanding the foregoing, backup withholding may apply if either we or our paying agent has actual knowledge, or reason to know, that the holder is a U.S. person that is not an exempt recipient.

Information reporting and backup withholding generally are not required with respect to the amount of any proceeds from the sale of your shares of common stock outside the United States through a foreign office of a foreign broker that does not have certain specified connections to the United States. However, if you sell your shares of common stock through a U.S. broker or the U.S. office of a foreign broker, the broker will be required to report to the IRS the amount of proceeds paid to you and also perform backup withholding on that amount unless you provide appropriate certification to the broker of your status as a non-U.S. holder or you otherwise establish an exemption. Information reporting will also apply if you sell your shares of common stock through a foreign broker deriving more

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than a specified percentage of its income from U.S. sources or having certain other connections to the United States, unless such broker has documented evidence in its records that you are a non-U.S. holder and certain other conditions are met or you otherwise establish an exemption.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules from a payment to a non-U.S. holder will be allowed as a refund or a credit against such non-U.S. holder’s U.S. federal income tax liability, if any, provided that the required information is timely furnished to the IRS. Non-U.S. holders should consult their own tax advisors regarding the filing of a U.S. tax return for claiming a refund of such backup withholding.

Foreign Account Tax Compliance Act

Pursuant to Sections 1471 to 1474 of the Code and the Treasury regulations promulgated thereunder (“FATCA”) dividends paid in respect of our common stock and, after December 31, 2016, gross proceeds from the sale or other disposition of our common stock held by or through certain foreign financial institutions (as specially defined for purposes of these rules, including investment funds), will be subject to withholding at a rate of 30%, unless (1) such institution enters into an agreement with the Treasury to report, on an annual basis, information with respect to interests in, and accounts maintained by, the institution to the extent such interests or accounts are held by certain U.S. persons and by certain non-U.S. entities that are wholly or partially owned by U.S. persons and to withhold on certain payments or (2) such institution otherwise qualifies for an exemption from these rules. An intergovernmental agreement between the United States and an applicable foreign country, or future Treasury regulations or other guidance, may modify these requirements. Accordingly, the entity through which our common stock is held will affect the determination of whether such withholding is required. Payments of dividends in respect of common stock to non-U.S. holders other than foreign financial institutions could be affected by this withholding if such non-U.S. holders are subject to the FATCA information reporting requirements and fail to comply with them or if non-U.S. holders hold common stock through a non-US person (e.g., a foreign bank or broker) that fails to comply with these requirements (even if payments to the non-U.S. holder would not otherwise have been subject to FATCA withholding). Payments of gross proceeds from a sale or other disposition of common stock after December 31, 2016 could also be subject to FATCA withholding. We will not pay any additional amounts to non-U.S. holders in respect of any amounts withheld. Non-U.S. holders are encouraged to consult their tax advisors regarding the possible implications of FATCA on their investment in our common stock.

POTENTIAL PURCHASERS OF OUR COMMON STOCK ARE URGED TO CONSULT THEIR TAX ADVISORS TO DETERMINE THE U.S. FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSIDERATIONS OF PURCHASING, OWNING AND DISPOSING OF OUR COMMON STOCK.

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UNDERWRITING

The company and the underwriters named below have entered into an underwriting agreement with respect to the shares being offered. Subject to certain conditions, each underwriter has severally agreed to purchase the number of shares indicated in the following table. Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated are the representatives of the underwriters.

Underwriters	Number of Shares
Goldman, Sachs & Co.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Citigroup Global Markets Inc.
William Blair & Company, L.L.C.
Cowen and Company, LLC
RBC Capital Markets, LLC
Total

The underwriters are committed to take and pay for all of the shares being offered, if any are taken, other than the shares covered by the option described below unless and until this option is exercised.

The underwriters have an option to buy up to an additional              shares to cover sales by the underwriters of a greater number of shares than the total number set forth in the table above. They may exercise that option for 30 days. If any shares are purchased pursuant to this option, the underwriters will severally purchase shares in approximately the same proportion as set forth in the table above.

The following table shows the per share and total underwriting discounts and commissions to be paid to the underwriters by the company. Such amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase              additional shares.

Paid by the Company

	No Exercise	Full Exercise
Per Share	$	$
Total	$	$

Shares sold by the underwriters to the public will initially be offered at the initial public offering price set forth on the cover of this prospectus. Any shares sold by the underwriters to securities dealers may be sold at a discount of up to $         per share from the initial public offering price. After the initial offering of the shares, the representatives may change the offering price and the other selling terms. The offering of the shares by the underwriters is subject to receipt and acceptance and subject to the underwriters’ right to reject any order in whole or in part.

The company and its officers, directors and holders of substantially all of the company’s common stock have agreed with the underwriters, subject to certain exceptions, not to dispose of or hedge any of their common stock or securities convertible into or exchangeable for shares of common stock during the period from the date of this prospectus continuing through the date 180 days after the date of this prospectus, except with the prior written consent of Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated. This agreement does not apply to any existing employee benefit plans. See “Shares Eligible for Future Sale” for a discussion of certain transfer restrictions.

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The 180-day restricted period described in the preceding paragraph will be automatically extended if: (1) during the last 17 days of the 180-day restricted period the company issues an earnings release or announces material news or a material event; or (2) prior to the expiration of the 180-day restricted period, the company announces that it will release earnings results during the 15-day period following the last day of the 180-day period, in which case the restrictions described in the preceding paragraph will continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release of the announcement of the material news or material event; provided that the extensions shall not apply so long as the company is an emerging growth company.

At our request, the underwriters have reserved up to              shares of common stock being offered by this prospectus for sale, at the initial public offering price, to our directors, officers, certain employees and other parties related to the company through a directed share program. The number of shares of our A common stock available for sale to the general public in the public offering will be reduced by the number of shares these persons purchase. Any reserved shares of our common stock not so purchased will be offered by the underwriters to the general public on the same basis as the other shares of our common stock offered hereby. All shares purchased through the directed share program will be subject to the same 180-day lock-up period described above. We have agreed to indemnify the underwriter conducting the directed share program against certain liabilities and expenses, including liabilities under the Securities Act, in connection with the directed share program.

Prior to the offering, there has been no public market for the shares. The initial public offering price has been negotiated among the company and the representatives. Among the factors to be considered in determining the initial public offering price of the shares, in addition to prevailing market conditions, will be the company’s historical performance, estimates of the business potential and earnings prospects of the company, an assessment of the company’s management and the consideration of the above factors in relation to market valuation of companies in related businesses.

In connection with the offering, the underwriters may purchase and sell shares of common stock in the open market. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of shares than they are required to purchase in the offering, and a short position represents the amount of such sales that have not been covered by subsequent purchases. A “covered short position” is a short position that is not greater than the amount of additional shares for which the underwriters’ option described above may be exercised. The underwriters may cover any covered short position by either exercising their option to purchase additional shares or purchasing shares in the open market. In determining the source of shares to cover the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase additional shares pursuant to the option described above. “Naked” short sales are any short sales that create a short position greater than the amount of additional shares for which the option described above may be exercised. The underwriters must cover any such naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the common stock in the open market after pricing that could adversely affect investors who purchase in the offering. Stabilizing transactions consist of various bids for or purchases of common stock made by the underwriters in the open market prior to the completion of the offering.

The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representatives have repurchased shares sold by or for the account of such underwriter in stabilizing or short covering transactions.

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Purchases to cover a short position and stabilizing transactions, as well as other purchases by the underwriters for their own accounts, may have the effect of preventing or retarding a decline in the market price of the company’s stock, and together with the imposition of the penalty bid, may stabilize, maintain or otherwise affect the market price of the common stock. As a result, the price of the common stock may be higher than the price that otherwise might exist in the open market. The underwriters are not required to engage in these activities and may end any of these activities at any time. These transactions may be effected on                     , in the over-the-counter market or otherwise.

Discretionary Sales

The underwriters do not expect sales to discretionary accounts to exceed five percent of the total number of shares offered.

Expenses and Indemnification

The company estimates that their share of the total expenses of the offering, excluding underwriting discounts and commissions, will be approximately $            .

The company has agreed to indemnify the several underwriters and their control persons and broker-dealer affiliates against certain liabilities, including liabilities under the Securities Act or to contribute to payments the underwriters may be required to make in respect of those liabilities.

Other Relationships

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. Certain of the underwriters and their respective affiliates have provided, and may in the future provide, a variety of these services to the issuer and to persons and entities with relationships with the issuer, for which they received or will receive customary fees and expenses. Goldman Sachs Bank USA, an affiliate of Goldman, Sachs & Co., Bank of America, N.A., an affiliate of Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Citibank, N.A., an affiliate of Citigroup Global Markets Inc., are lenders under our credit agreement. Goldman Sachs Bank USA, Bank of America, N.A. and Citigroup Global Markets Inc. acted as joint lead arrangers and joint bookrunners in connection with our credit agreement. Bank of America, N.A. also acts as administrative agent and collateral agent under our credit agreement. In addition, affiliates of Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Citigroup Global Markets Inc. and affiliates of certain other underwriters may participate as arrangers and/or lenders under our new credit agreement.

In the ordinary course of their various business activities, the underwriters and their respective affiliates, officers, directors and employees may purchase, sell or hold a broad array of investments and actively trade securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account and for the accounts of their customers, and such investment and trading activities may involve or relate to assets, securities and/or instruments of the issuer (directly, as collateral securing other obligations or otherwise) and/or persons and entities with relationships with the issuer. The underwriters and their respective affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and instruments.

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Conflicts of Interest

Goldman Sachs Bank USA, Bank of America, N.A. and Citibank, N.A. are lenders under our credit agreement. As described in “Use of Proceeds,” a portion of the net proceeds of this offering will be used to repay a substantial portion of outstanding borrowings due under our credit agreement. Because Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Citigroup Global Markets Inc. or their affiliates will receive more than 5% of the proceeds of this offering in connection with the repayment of our credit agreement, each of Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Citigroup Global Markets Inc. is deemed to have a conflict of interest under Rule 5121. Accordingly, this offering will be conducted in accordance with Rule 5121. Rule 5121 requires that a “qualified independent underwriter,” meeting certain standards, participate in the preparation of the registration statement and prospectus and exercise the usual standards of due diligence with respect thereto.                  has agreed to act as a qualified independent underwriter for this offering and to undertake the legal responsibilities and liabilities of an underwriter under the Securities Act, specifically including those inherent in Section 11 of the Securities Act.                  will not receive any additional fees for serving as a qualified independent underwriter with this offering. We have agreed to indemnify                  against liabilities incurred in connection with acting as a qualified independent underwriter, including liabilities under the Securities Act. Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Citigroup Global Markets Inc. will not confirm any sales to any account over which it exercises discretionary authority without the specific written approval of the transaction from the account holder.

European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State), each underwriter has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the Relevant Implementation Date) it has not made and will not make an offer of shares to the public in that Relevant Member State prior to the publication of a prospectus in relation to the shares which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of shares to the public in that Relevant Member State at any time:

(a) to any legal entity which is a qualified investor as defined in the Prospectus Directive;

(b) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the relevant underwriter or underwriters nominated by the Issuer for any such offer; or

(c) in any other circumstances which do not require the publication by the Issuer of a prospectus pursuant to Article 3(2) of the Prospectus Directive;

provided that no such offer of shares shall require the Issuer or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer of shares to the public” in relation to any shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the shares to be offered so as to enable an investor

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to decide to purchase or subscribe the shares, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State and the expression Prospectus Directive means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression 2010 PD Amending Directive means Directive 2010/73/EU.

United Kingdom

Each underwriter has represented and agreed that:

(a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the shares in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer; and

(b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the shares in, from or otherwise involving the United Kingdom.

Hong Kong

The shares may not be offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), or (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), and no advertisement, invitation or document relating to the shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the shares are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose

109

is to hold investments and each beneficiary is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for 6 months after that corporation or that trust has acquired the shares under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law.

Japan

The securities have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (the Financial Instruments and Exchange Law) and each underwriter has agreed that it will not offer or sell any securities, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.

110

VALIDITY OF COMMON STOCK

Certain legal matters with respect to the validity of the shares of common stock offered hereby will be passed upon for us by Paul Hastings LLP, New York, New York. The validity of the shares of common stock offered hereby will be passed upon for the underwriters by Sullivan & Cromwell LLP, New York, New York.

EXPERTS

The consolidated financial statements of SoulCycle Holdings, LLC as of December 31, 2014 and 2013, and for each of the years in the three-year period ended December 31, 2014, have been included herein and in the registration statement in reliance upon the report of KPMG LLP, independent registered accounting firm, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the shares of common stock we are offering under this prospectus. As permitted under the rules and regulations of the SEC, this prospectus does not contain all of the information set forth in the registration statement and the exhibits to the registration statement. You should refer to the registration statement and its exhibits for additional information. Statements contained in this prospectus as to the contents of any contract, agreement or any other document referred to are not necessarily complete, and in each instance, we refer you to the copy of the contract, agreement or other document filed as an exhibit to the registration statement. Each of these statements is qualified in all respects by this reference.

Copies of the registration statement, including its exhibits, may be examined without charge at the Public Reference Room of the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Information about the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. Copies of all or a portion of the registration statement may be obtained from the Public Reference Room of the SEC upon payment of prescribed fees. Our SEC filings, including our registration statement are also available to you, free of charge, on the SEC’s website at www.sec.gov.

Upon completion of this offering, we will be subject to the information and reporting requirements of the Securities Exchange Act of 1934, as amended, and we will file reports, proxy statements and other information with the SEC. We will make available to our stockholders annual reports containing financial statements audited by our independent registered public accounting firm and quarterly reports for the first three quarters of each fiscal year containing unaudited interim financial information.

111

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
SoulCycle Holdings, LLC and Subsidiaries
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Financial Statements:
Consolidated Balance Sheets		F-3
Consolidated Statements of Operations		F-4
Consolidated Statement of Members’ Equity		F-5
Consolidated Statements of Cash Flows		F-6
Notes to Consolidated Financial Statements		F-7

F-1

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

SoulCycle Inc. (successor of SoulCycle Holdings, LLC and subsidiaries):

We have audited the accompanying consolidated balance sheets of SoulCycle Holdings, LLC and subsidiaries as of December 31, 2014 and 2013, and the related consolidated statements of operations, members’ equity, and cash flows for each of the years in the three-year period ended December 31, 2014. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of SoulCycle Holdings, LLC and subsidiaries as of December 31, 2014 and 2013, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2014, in conformity with U.S. generally accepted accounting principles.

/s/ KPMG LLP

New York, New York

June 19, 2015

F-2

SOULCYCLE HOLDINGS, LLC AND SUBSIDIARIES

Consolidated Balance Sheets

(in thousands)

	As of March 31,		As of December 31,
	2015		2014		2013
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	6,551	$	5,762	$	4,657
Inventories		3,899		3,582		3,702
Prepaid expenses and other current assets		3,571		2,622		1,515
Total current assets		14,021		11,966		9,874
Property, equipment and leasehold improvements, net (Note 4)		81,544		72,165		43,493
Other non-current assets		1,592		1,470		1,063
Total assets	$	97,157	$	85,601	$	54,430
Liabilities and Members’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	10,694	$	9,385	$	8,405
Short-term debt (Note 6)		3,750		3,750		3,750
Deferred revenue		15,914		15,127		10,586
Other current liabilities		35		36		31
Total current liabilities		30,393		28,298		22,772
Long-term liabilities:
Deferred rent		7,989		6,658		3,311
Other non-current liabilities		913		898		235
Total long-term liabilities		8,902		7,556		3,546
Total liabilities		39,295		35,854		26,318
Members’ Equity		57,862		49,747		28,112
Total liabilities and members’ equity	$	97,157	$	85,601	$	54,430

See notes to consolidated financial statements.

F-3

SOULCYCLE HOLDINGS, LLC AND SUBSIDIARIES

Consolidated Statements of Operations

(in thousands)

	For the three months ended, March 31,				For the year ended, December 31,
	2015		2014		2014		2013		2012
	(unaudited)
Revenue:
Studio fees		$29,787		$19,265		$93,776		$62,740		$30,812
Other revenue		5,045		3,528		18,175		12,568		5,358
Total revenue		34,832		22,793		111,951		75,308		36,170
Expenses:
Compensation and related		12,781		8,846		42,200		28,227		14,979
General and administrative		6,158		3,988		20,814		14,972		7,392
Rent and occupancy		3,218		1,762		9,053		6,053		2,829
Depreciation and amortization (Note 4)		2,414		1,379		6,905		3,334		1,150
Retail cost of sales		1,691		1,111		6,440		4,145		1,975
Total operating expenses, net		26,262		17,086		85,412		56,731		28,325
Income from operations		8,570		5,707		26,539		18,577		7,845
Interest expense, net		63		71		302		148		8
Income before income taxes		8,507		5,636		26,237		18,429		7,837
Provision for income taxes (Note 7)		392		193		908		632		214
Net income		$  8,115		$  5,443		$  25,329		$17,797		$  7,623

See notes to consolidated financial statements.

F-4

SOULCYCLE HOLDINGS, LLC AND SUBSIDIARIES

Consolidated Statement of Members’ Equity

(in thousands)

($000’s)
Balance, December 31, 2011	$	4,666
Net income		7,623
Capital contributions		1,548
Distribution to members		(1,230	)
Balance, December 31, 2012		12,607
Net income		17,797
Distributions to members		(2,292	)
Balance, December 31, 2013		28,112
Net income		25,329
Distributions to members		(3,694	)
Balance, December 31, 2014		49,747
Net income (unaudited)		8,115
Balance, March 31, 2015 (unaudited)	$	57,862

See notes to consolidated financial statements.

F-5

SOULCYCLE HOLDINGS, LLC AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(in thousands)

	Three Months Ended March 31,						For the year ended, December 31,
($000’s)	2015			2014			2014			2013			2012
	(unaudited)
Cash flows from operating activities:
Net income:	$	8,115		$	5,443		$	25,329		$	17,797		$	7,623
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization		2,414			1,379			6,905			3,334			1,150
Amortization of deferred rent and landlord contributions		1,331			392			3,347			1,927			791
Share-based compensation
Capital contributions		—			—			—			—			1,548
Change in operating assets and liabilities
Inventory		(317	)		(603	)		120			(2,365	)		(709	)
Prepaid expenses and other current assets		(1,067	)		(336	)		(1,263	)		(1,387	)		(408	)
Accounts payable and accrued expenses		1,322			(2,191	)		57			3,439			602
Other liabilities		22			—			705			135			120
Deferred revenue		787			1,571			4,541			5,095			2,421
Net cash provided by operating activities		12,607			5,655			39,741			27,975			13,138
Cash flows from investing activities:
Purchase of equipment and improvements		(11,810	)		(7,252	)		(34,911	)		(26,408	)		(13,234	)
Net cash used in investing activities		(11,810	)		(7,252	)		(34,911	)		(26,408	)		(13,234	)
Cash flows from financing activities:
Issuance of short-term debt		—			2,200			2,200			3,750			750
Payments of short-term debt		—			—			(2,200	)		(750	)		—
Payments of long-term debt		(8	)		(7	)		(31	)		(20	)		(24	)
Member distributions		—			—			(3,694	)		(2,292	)		(1,230	)
Net cash provided by (used in) used in financing activities		(8	)		2,193			(3,725	)		688			(504	)
Net increase in cash and cash equivalents		789			596			1,105			2,255			(600	)
Cash and cash equivalents, beginning of the period		5,762			4,657			4,657			2,402			3,002
Cash and cash equivalents, end of the period	$	6,551		$	5,253		$	5,762		$	4,657		$	2,402
Supplemental disclosures of cash flow information:
Cash paid for:
Interest	$	2		$	2		$	7		$	10		$	(1	)
Income taxes	$	363		$	151		$	808		$	507		$	214

See notes to consolidated financial statements.

F-6

SOULCYCLE HOLDINGS, LLC AND SUBSIDIARIES

Notes to Consolidated Financial Statements

In this document, the accompanying consolidated financial statements and notes thereto, the terms “SoulCycle,” “Company,” “we,” “us,” and “ours” refer to SoulCycle Holdings, LLC and subsidiaries.

1. Description, Organization and Development of Business

Organization and Description of Business

SoulCycle Holdings, LLC and its subsidiaries operate indoor cycling studios. SoulCycle Holdings, LLC was organized as a Delaware limited liability company on May 25, 2011 as the successor to a business founded by our founders in 2006. On May 25, 2011, Equinox Holdings Inc. (“EHI”) acquired all of the Class B units of the Company which represented a 75% membership interest in the Company. EHI’s 75% membership interest was subject to 3% dilution upon the Company achieving a specified Adjusted EBITDA earnout target, which was achieved in May 2013 and as a result, EHI’s membership interest percentage was reduced to 72%. At March 31, 2015, the Company operated 38 total studios in seven metropolitan areas: thirteen in New York City, ten in the New York metro area, seven in Southern California, four in Northern California, two in the Washington D.C. metro area and one in each of the Boston metro area and Southern Florida. We opened two new SoulCycle studios for the three months ended March 31, 2015: one in Southern Florida and one in New York City.

SoulCycle has four classes of membership interests—Class A-1, Class A-2, Class B and Class C. There are 100 units authorized and outstanding for each class. Distributions are made to the holders of each class pursuant to a formula based on taxable income attributable to the membership interest classes. Further distributions to each class are at the discretion of the Company’s Board of Managers. The Board of Mangers has five members, three of which are appointed by the Class B member and two of which are appointed by the Class A-1 and A-2 members, with one appointment for each such member. The Class A-1 and A-2 appointed members include the two founders of the Company who also serve as the Company’s co-chief executive officers and comprise the Class A-1 and A-2 appointed members of the Board of Managers. The three Class B appointed members of the Board of Managers are comprised of executive officers of EHI. Income and losses are allocated 25% to the holders of Class A-1 units, 3% to the holders of Class A-2 units and 72% to the holder of Class B units. The Class C members do not receive any allocation of income or distributions. In the event of a sale of substantially all of the Company’s assets or a liquidation of the Company, the net proceeds would be allocated 24% to the holders of Class A-1 units, 3% to the holders of Class A-2 units, 72% to the holder of Class B units and 1% to holders of Class C units. Members are not liable for the debts, obligations or liabilities of the Company. See Note 11—“Subsequent Events.”

2. Summary of Significant Accounting Policies

Principles of Consolidation—The consolidated financial statements include the accounts of SoulCycle Holdings, LLC and its subsidiaries, all of which are wholly owned. All significant intercompany accounts and transactions have been eliminated.

Unaudited Interim Consolidated Financial Information—The accompanying consolidated balance sheet as of March 31, 2015, the consolidated statements of operations and cash flows for the three months ended March 31, 2015 and 2014 and the consolidated statement of members’ equity for the three months ended March 31, 2015 are unaudited. The unaudited interim consolidated financial

F-7

statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position as of March 31, 2015 and its results of operations and cash flows for the three months ended March 31, 2015 and 2014. The financial data and the other information disclosed in these notes to the consolidated financial statements related to these three month periods are unaudited. The results of the three months ended March 31, 2015 are not necessarily indicative of the results to be expected for the year ending December 31, 2015 or for any other interim period or other future year.

Use of Estimates—The preparation of the consolidated financial statements, in accordance with generally accepted accounting principles in the United States of America requires management to make certain estimates and assumptions relating to the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Our most significant assumptions and estimates relate to inventory reserves, useful lives of fixed and intangible assets, impairment assessments and revenue recognition.

Concentrations of Credit Risk—Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company considers all highly liquid investments with a maturity of three months or less, when purchased, to be cash equivalents. The Company maintains its cash and cash equivalents in bank deposit accounts, which, at times, may exceed federally insured limits.

Inventories—Inventories, which consist primarily of fitness-related merchandise available for retail sale, are stated at the lower of cost or market.

Property, Equipment and Leasehold Improvements, Net—Property and equipment is initially stated at cost. Expenditures for betterments and major renewals are capitalized. Expenditures for maintenance and repairs are expensed as incurred.

Depreciation and amortization are computed using the straight-line method over the following estimated useful lives of the related assets:

Leasehold improvements	Term of Lease
Furniture & fixtures	7 years
Computer and software equipment	5 years
Studio Equipment	5 years

The cost and related accumulated depreciation of assets retired or sold are removed from the respective accounts and any gain or loss is included in income.

Revenue Recognition and Unearned Revenue—The Company’s sales are primarily for classes, either purchased individually or as a class-series (a package of classes). Revenue is recognized as services are performed. The Company does not sell memberships. Classes are generally purchased on the Company’s website and those classes purchased in advance are recorded as deferred revenue. When a customer attends a class, the value of that class is reclassified from deferred revenue to revenue.

Other revenue primarily includes sales of clothing, accessories and beverages as well as shoe rentals. Sales of clothing, accessories and beverages are recognized at the “point of sale,” which occurs when merchandise is purchased by a customer, are reported net of returns and exclude sales tax. Shoe rental revenue is recognized at the point of rental.

F-8

Deferred Rent—Many of the Company’s operating leases contain predetermined fixed escalations in the minimum rental rate during the lease term. The initial lease term includes the build-out period of the lease, where no rent payments are typically due under the terms of the lease. For leases with rent escalation, the Company recognizes the related rental expenses on a straight-line basis and includes the difference between the amount charged to expense and the rent paid as noncurrent liability.

At March 31, 2015 and December 31, 2014 and 2013, deferred rent totaled $8.0 million, $6.7 million and $3.3 million.

Advertising Costs—Advertising costs, which include expenditures for public relations and special events, are expensed as incurred and are included in general and administrative expenses on the consolidated statement of operations. Advertising expense amounted to $0.3 million for the three months ended March 31, 2015 and $1.0 million, $1.1 million and $0.5 million for the years ended December 31, 2014, 2013 and 2012.

3. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets as of March 31, 2015 and December 31, 2014 and 2013 consisted of the following:

	As of March 31,		As of December 31,
	2015		2014		2013
($000’s)	(unaudited)
Landlord contributions receivable	$	1,911	$	1,359	$	140
Prepaid rent		1,182		837		499
Prepaid insurance		165		185		244
Other		313		241		632
Total	$	3,571	$	2,622	$	1,515

4. Property, Equipment and Leasehold Improvements, Net

Property, equipment and leasehold improvements, net, consists of the following as of March 31, 2015 and December 31, 2014 and 2013:

	As of March 31,			As of December 31,
	2015			2014			2013
($000’s)	(unaudited)
Leasehold improvements	$	74,235		$	64,927		$	36,411
Studio equipment		8,816			7,818			4,994
Furnitures and fixtures		2,483			2,214			1,533
Computers and office equipment		2,529			2,406			1,554
Capitalized software		4,205			3,525			1,465
Automobiles		263			259			170
Construction in progress		3,400			3,000			2,600
		95,931			84,149			48,727
Less accumulated depreciation and amortization		(14,387	)		(11,984	)		(5,234	)
Total	$	81,544		$	72,165		$	43,493

Total depreciation expense for the three months ended March 31, 2015 and 2014 was $2.4 million (unaudited) and $1.4 million (unaudited). Depreciation expense for the years ended December 31, 2014, 2013 and 2012 was $6.9 million, $3.3 million and $1.2 million.

F-9

The Company has purchases of property and equipment totaling $4.5 million (unaudited) and $2.2 million (unaudited) included in accounts payable and accrued expenses at March 31, 2015 and 2014. As of December 31, 2014, 2013 and 2012, there were purchases of property and equipment totaling $4.5 million, $3.1 million and $1.5 million included in accounts payable and accrued expenses.

5. Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consists of the following at March 31, 2015, December 31, 2014 and December 31, 2013:

	As of March 31,		As of December 31,
	2015		2014		2013
($000’s)	(unaudited)
Property and equipment	$	4,452	$	4,465	$	3,097
Payroll, related benefits and payroll taxes		2,112		2,336		2,832
Due to related party		893		394		127
Accounts payable		715		589		1,712
Other		2,522		1,601		637
Total	$	10,694	$	9,385	$	8,405

6. Short-Term Debt

Short-term debt consists of an outstanding revolving line of credit and was $3.8 million at each of March 31, 2015 (unaudited) and December 31, 2014 and 2013. The revolver is funded by EHI, the Class B Member, and accrues interest at a rate of 6.60% per year (the “EHI Revolver”). Accrued interest is included in accounts payable and accrued expenses and totaled $0.5 million as of March 31, 2015 (unaudited), $0.4 million as of December 31, 2014 and $0.1 as of December 31, 2013. See Note 10—“Subsequent Events.”

7. Provision for Income Taxes

The Company is a limited liability company and is treated as a partnership for federal and state income tax purposes. Its earnings are included in the income tax returns of its members. The Company incurs income tax expense for city unincorporated business tax and state franchise and partnership taxes. For the three months ended March 31, 2015 and 2014 (unaudited), the provision for income taxes was $0.4 million and $0.2 million. For the years ended December 31, 2014, 2013 and 2012, the provision for income taxes was $0.9 million, $0.6 million and $0.2 million.

8. Related Party Transactions

In addition to the revolver loan with EHI and associated accrued interest discussed in Note 7, the Company had the following transactions with related parties:

• As of March 31, 2015, the Company had one lease with an affiliate of The Related Companies, LP (“Related”). The partners of Related own a controlling, indirect interest in EHI. The lease expires in 2021. For each of the three months ended March 31, 2015 and 2014, the Company paid a total of $0.1 million (unaudited) in rent expense related to the lease. For each of the years ended December 31, 2014, 2013 and 2012, the Company paid a total of $0.3 million in rent expense related to the lease.

• As of March 31, 2015, the Company had one sublease with EHI. The sublease expires in 2022. For each of the three months ended March 31, 2015 and 2014, the Company paid a total of $0.1 million (unaudited) in rent expense related to the lease. For each of the years ended December 31, 2014, 2013 and 2012, the Company paid a total of $0.3 million in rent expense related to the lease.

F-10

• As of March 31, 2015, accounts payable and accrued expenses includes $0.4 million due to Equinox for expenses paid on the Company’s behalf. As of December 31, 2014 and 2013, accounts payable and accrued expenses includes less than $0.1 million due to Equinox for expenses paid on the Company’s behalf.

See Note 10—“Subsequent Events.”

9. Commitments and Contingencies

Leases Commitments

The Company leases space under non-cancelable operating leases that have initial noncancelable terms of more than one year and expire at various dates through 2035. The leases contain provisions for scheduled rent increases and, in some cases, contain provisions for contingent rentals based on a percentage of sales in excess of a stipulated amount. The accompanying consolidated balance sheet at March 31, 2015 includes deferred rent obligations of $8.0 million (unaudited) representing accumulated rent expense charged to operations from the inception of certain leases in excess of the required lease payments, through March 31, 2015.

Rent and occupancy expense charged to operations for the three months ended March 31, 2015 and 2014 amounted to $3.2 million (unaudited) and $1.8 million (unaudited). Included in these amounts is approximately $0.8 million (unaudited) and $0.3 million (unaudited) of rent expense in excess of required lease payments in those periods.

Minimum future rental obligations under these non-cancelable operating leases at December 31, 2014, are as follows:

($000’s)
Year Ending:	Amount
2015	$	10,031
2016		12,159
2017		12,388
2018		12,714
2019		12,973
Thereafter		84,776
Total	$	145,041

Contingencies

From time to time, the Company is involved in legal proceedings where the likelihood of occurrence is not probable or the amount cannot be reasonably estimated and therefore accruals have not been made. However, where a liability is reasonably possible and could be material, such matters have been disclosed. Moreover, the Company may enter into discussions regarding settlement of these matters, and may enter into settlement agreements, if it believes settlement is in the best interest of the Company. Settlements by the Company or adverse decisions with respect to the matters discussed below, individually or in the aggregate, may result in a liability material to the Company’s consolidated results of operations, financial condition or cash flows.

Wage and Hour Class Action:    The Company was the defendant of a lawsuit filed in Federal Court in New York alleging violations of the wage and hour laws of New York and California, which plaintiff was seeking to certify as a class action. The court subsequently dismissed the New York claims. Without admitting liability, the Company was successful in settling the remaining claims on a single plaintiff basis for an all-inclusive payment (including attorneys’ fees) of $0.1 million.

F-11

Subpoena Seeking Records from SoulCycle Regarding New York City Sales Tax:    SoulCycle (and certain other “boutique” fitness establishments) received subpoenas in May 2013 from the Office of the Attorney General of the State of New York. The subpoena requested documents from January 1, 2012 forward to determine whether the Company failed to collect and remit a 4.5% New York City sales tax on the sale of its classes. While it is not possible to estimate the likelihood of an unfavorable outcome or a range of loss in the event of an unfavorable outcome at this time, the Company believes this tax is not applicable to its classes and intends to vigorously contest any resulting assessment or claim of liability. Depending upon the ultimate outcome, this matter may have a material adverse effect on the Company’s consolidated results of operations, financial condition or cash flows.

10. Subsequent Events (unaudited)

On May 13, 2015, the EHI Revolver was repaid in full and EHI’s obligation to lend was terminated on May 15, 2015.

On May 15, 2015, we redeemed common units representing 25% of our then outstanding interests upon the payment of $179,750,000 in redemption payments and we thereafter converted into a corporation to form SoulCycle Inc. As a result, EHI correspondingly increased its ownership of SoulCycle Inc., as the successor upon the conversion, to 97% of the outstanding shares of our common stock, which it held through a wholly owned subsidiary, SoulCycle Intermediate Holdings LLC, or SIH, newly formed in connection with the transaction. SCH entered into a credit agreement with various lenders providing for a term loan of $165,000,000 and a revolving credit facility of $25,000,000. SCH borrowed $165,000,000 under the term loan and $4,000,000 under the revolving credit facility to partially fund the redemption payments. The balance of the redemption payments was funded with a $10,750,000 equity contribution from EHI.

F-12

            shares

SoulCycle Inc.

Common Stock

Prospectus

Goldman, Sachs & Co.

BofA Merrill Lynch

Citigroup

William Blair

Cowen and Company

RBC Capital Markets

Through and including                     , 2015 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

                    , 2015

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.*

The following table sets forth the various fees and expenses, other than the underwriting discounts and commissions, to be paid by us in connection with the sale of the common stock being registered hereby. All amounts are estimates except the SEC registration fee, the Financial Industry Regulatory Authority, or FINRA, filing fee and                  listing fee.

SEC registration fee	$	11,620
FINRA filing fee		15,500
listing fee		*
Printing and engraving costs		*
Legal fees and expenses		*
Accounting fees and expenses		*
Transfer agent and registrar fees and expenses		*
Miscellaneous		*
Total	$	*

* To be completed by amendment.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the General Corporation Law of the State of Delaware, or DGCL, authorizes a corporation’s board of directors to grant, and authorizes a court to award, indemnity to officers, directors and other corporate agents.

As permitted by the DGCL, our amended and restated certificate of incorporation which will be in effect prior to the completion of this offering contains provisions that limit the personal liability of our directors for monetary damages for breach of their fiduciary duty as directors, except liability for (i) any breach of the director’s duty of loyalty to us or our stockholders; (ii) acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; (iii) unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the DGCL; or (iv) any transaction for which the director derived an improper personal benefit.

To the extent the DGCL is interpreted, or amended, to allow similar protections for officers of a corporation, such provisions of our certificate of incorporation shall also extend to those persons. In addition, as permitted by the DGCL, our amended and restated certificate of incorporation and our amended and restated bylaws to be effective prior to completion of this offering provide, among other things, that:

• we shall indemnify our directors and officers to the fullest extent permitted by the DGCL, subject to very limited exceptions;

• we may, in our discretion, indemnify our other employees and agents in those circumstances where indemnification is permitted by applicable law;

• we are required to advance expenses, as incurred, to our directors and officers in connection with defending a legal proceeding to the fullest extent permitted by the DGCL, subject to very limited exceptions;

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• we may advance expenses, as incurred, to our employees and agents in connection with a legal proceeding;

• the rights conferred in the certificate of incorporation and bylaws are not exclusive; and

• we may not retroactively amend the certificate of incorporation and bylaws provisions to reduce our indemnification obligations to directors, officers, employees and agents.

In addition, Section 102 of the DGCL permits a corporation to eliminate the personal liability of directors of a corporation to the corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached his duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit. Our amended and restated certificate of incorporation which will be in effect prior to the completion of this offering will provide that no director of the Registrant shall be personally liable to it or its stockholders for monetary damages for any breach of fiduciary duty as a director, notwithstanding any provision of law imposing such liability, except to the extent that the DGCL prohibits the elimination or limitation of liability of directors for breaches of fiduciary duty.

We expect to enter into indemnification agreements with each of our current directors and officers to give these directors and officers additional contractual assurances regarding the scope of the indemnification set forth in our amended and restated certificate of incorporation and our amended and restated bylaws and to provide additional procedural protections. At present, there is no pending litigation or proceeding involving our directors, officers, or employees regarding which indemnification is sought, nor are we aware of any threatened litigation that may result in claims for indemnification.

A number of our directors and officers would, in certain circumstances, be entitled to indemnification by both us and related entities, such as EHI or SIH. In all such cases, under the terms of our indemnification agreements, we shall be fully and primarily responsible for payment of the indemnification or advancement of related expenses, regardless of any rights of recovery the indemnified party may have from those related entities.

The indemnification provisions in our amended and restated certificate of incorporation and amended and restated bylaws and the indemnification agreements we intend to enter into with each of our directors and officers may be sufficiently broad to permit indemnification of our directors and officers for liabilities (including reimbursement of expenses incurred) arising under the Securities Act.

The underwriting agreement to be filed as an exhibit to this registration statement will provide for indemnification of us and our officers and directors by the underwriters for certain liabilities arising under the Securities Act and otherwise to the extent, but only to the extent, that such liability arose from an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to us by such underwriter specifically for use in the prospectus.

We currently maintain liability insurance for our officers and directors. We are seeking to obtain a new directors’ and officers’ liability insurance policy and expect the insurance to include coverage for securities laws matters.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

On May 15, 2015, the Company issued 970,000 shares of class B common stock to SoulCycle Intermediate Holdings LLC, 20,000 shares of class A common stock to Elizabeth P. Cutler and

II-2

Julie J. Rice and trusts for the benefit of their respective families and 10,000 shares of class B common stock to SoulCycle Management, LLC.

On May 15, 2015, the Company issued a stock option exercisable for 11,111 shares of class A common stock and a stock option exercisable for 5,556 shares of class A common stock to Elizabeth P. Cutler and Julie J. Rice each at an exercise price of $710 per share and              per share, respectively. The issuances of common stock and stock options were made pursuant to the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) of the Securities Act. These shares of common stock and stock options were issued in connection with the conversion of SoulCycle Holdings, LLC into a corporation named SoulCycle Inc.

On              2015, the Company entered into restricted stock award agreements with two employees who each received 5,000 shares of class A common stock in connection with the dissolution of SoulCycle Management, LLC. The issuance of the stock awards was made pursuant to the exemption from the registration requirements of the Securities Act provided by Section 3(a)(9) and/or 4(a)(2) of the Securities Act.

On July 8, 2015, the Company granted stock options to 64 employees and service providers, including executive officers, which are exercisable for 52,295 shares of class A common stock at an exercise price of $719 per share. The issuances of the stock options were made pursuant to an exemption from the registration requirements of the Securities Act provided by Rule 701 under Section 3(b) of the Securities Act.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits.

Exhibit Number	Title
1.1*	Form of Underwriting Agreement.
3.1*	Amended and Restated Certificate of Incorporation of SoulCycle Inc. to be in effect prior to the closing of the offering.
3.2*	Amended and Restated By-Laws of SoulCycle Inc. to be in effect prior to the closing of the offering.
4.1*	Form of Certificate of Common Stock, par value $0.01 per share, of SoulCycle Inc.
5.1*	Opinion of Paul Hastings LLP.
10.1	Lease, dated as of September 11, 2012, by and between LF Greenwich LLC and SoulCycle 609 Greenwich Street, LLC.
10.2	First Amendment of Lease, dated as of December 15, 2014, by and between LF Greenwich LLC and SoulCycle 609 Greenwich Street, LLC.
10.3	Assignment and Assumption Agreement, dated as of December 15, 2014, by and between SoulCycle 609 Greenwich Street, LLC and SoulCycle Holdings, LLC.
10.4	Redemption Agreement, dated as of April 6, 2015, by and among SoulCycle Holdings, LLC, Elizabeth P. Cutler, Irrevocable Trust FBO Lucia Hodges Cutler u/t/d March 20, 2011, Irrevocable Trust FBO Nina Plamondon Cutler u/t/d March 20, 2011, Julie J. Rice, Trust F/B/O Parker R. Rice under Julie J. Rice 2011 GRAT, Trust F/B/O Phoebe Rice under Julie J. Rice 2011 GRAT and Equinox Holdings, Inc.

II-3

Exhibit Number	Title
10.5	Registration Rights Agreement, dated as of April 6, 2015, by and among SoulCycle Holdings, LLC, Elizabeth Cutler, Irrevocable Trust FBO Lucia Hodges Cutler u/t/d March 20, 2011, Irrevocable Trust FBO Nina Plamondon Cutler u/t/d March 20, 2011, Julie Rice, Trust F/B/O/ Parker J. Rice under Julie J. Rice 2011 GRAT, Trust F/B/O/ Phoebe Rice under Julie J. Rice 2011 GRAT and SoulCycle Management, LLC.
10.6	Credit Agreement, dated as of May 15, 2015, by and among SoulCycle Holdings, LLC, SoulCycle Intermediate Holdings LLC, Bank of America, N.A., as administrative agent and as collateral agent, and each lender from time to time party thereto.
10.7	Guaranty Agreement, dated as of May 15, 2015, by and among SoulCycle Holdings, LLC, SoulCycle Intermediate Holdings LLC, Bank of America, N.A., as administrative agent, and the guarantors from time to time party thereto.
10.8	Security Agreement, dated as of May 15, 2015, by and among SoulCycle Holdings, LLC, SoulCycle Intermediate Holdings LLC, Bank of America, N.A., as collateral agent, and the guarantors from time to time party thereto.
10.9*	Form of New Credit Agreement, by and between SoulCycle Inc. and the administrative agent and collateral agent, and each lender from time to time party thereto.
10.10+	Amended and Restated Employment Agreement, dated as of April 6, 2015, by and between SoulCycle Holdings, LLC, on behalf of itself and its successor by conversion, SoulCycle Inc., and Julie J. Rice.
10.11+	Amended and Restated Employment Agreement, dated as of April 6, 2015, by and between SoulCycle Holdings, LLC, on behalf of itself and its successor by conversion, SoulCycle Inc., and Elizabeth P. Cutler.
10.12+	1% Option Agreement, dated as of April 6, 2015, by and between SoulCycle Holdings, LLC and Julie Rice.
10.13+	.5% Option Agreement, dated as of April 6, 2015, by and between SoulCycle Holdings, LLC and Julie Rice.
10.14+	1% Option Agreement, dated as of April 6, 2015, by and between SoulCycle Holdings, LLC and Elizabeth Cutler.
10.15+	.5% Option Agreement, dated as of April 6, 2015, by and between SoulCycle Holdings, LLC and Elizabeth Cutler.
10.16+	Employment Agreement, dated as of July 22, 2015, by and between SoulCycle Inc. and Melanie Whelan.
10.17+	Employment Agreement, dated as of July 22, 2015, by and between SoulCycle Inc. and Larry M. Segall.
10.18*	Form of Share Delivery Agreement by and between SoulCycle Inc. and SoulCycle Intermediate Holdings LLC to be in effect prior to the closing of the offering.
10.19+	SoulCycle Inc. 2015 Omnibus Incentive Plan.
10.20+	Form of Nonqualified Stock Option Agreement Pursuant to the SoulCycle Inc. 2015 Omnibus Incentive Plan.
10.21+*	Form of Indemnification Agreement by and between SoulCycle Inc. and certain of its directors and executive officers, to be in effect prior to the closing of the offering.
10.22+*	Form of Indemnification Agreement by and between SoulCycle Inc. and certain of its directors, to be in effect prior to the closing of the offering.

II-4

Exhibit Number	Title
10.23*	Form of Transition Services Agreement by and SoulCycle Inc. and Equinox Holdings, Inc. to be in effect prior to the closing of the offering.
10.24*	Form of Indemnity and Tax Sharing Agreement, by and among SoulCycle Inc. and Related Equinox Holdings II, L.L.C. to be in effect prior to the closing of the offering.
10.25*	Form of Registration Rights Agreement by and among SoulCycle Inc. and SoulCycle Intermediate Holdings LLC to be in effect prior to the closing of the offering.
10.26*	Form of Investor Rights Agreement by and between SoulCycle Inc. and SoulCycle Intermediate Holdings LLC.
21.1*	Subsidiaries of SoulCycle Inc.
23.1	Consent of KPMG LLP.
23.2*	Consent of Paul Hastings LLP (included as part of its opinion filed as Exhibit 5.1 hereto).
23.3*	Consent of Steptoe & Johnson LLP.
24.1	Power of Attorney (included on signature page).
99.1*	Consent of Director Nominee (Melanie Whelan).
99.2*	Consent of Director Nominee (Stephen M. Ross).
99.3*	Consent of Director Nominee (Jeff T. Blau).
99.4*	Consent of Director Nominee (Irwin Cohen).
99.5*	Consent of Director Nominee (Millard S. Drexler).
99.6*	Consent of Director Nominee (Robert L. Loverd).

+ Represents a management contract or compensatory plan or arrangement.

* To be filed by amendment.

(b) Financial Statement Schedules.

Schedules not listed herein have been omitted because they are not applicable or the information is included in the Registrant’s consolidated financial statements or related notes thereto.

ITEM 17. UNDERTAKINGS.

The undersigned registrant hereby undertakes to provide to the underwriter, at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

II-5

The undersigned hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-6

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of New York, New York on this 30th day of July, 2015.

SoulCycle Inc.
By:	/s/ Melanie Whelan
Name:	Melanie Whelan
Title:	Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints Melanie Whelan and Larry M. Segall, and each of them, his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to sign any registration statement for the same offering covered by the Registration Statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his, her or their substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/    Harvey J. Spevak         Harvey J. Spevak	Executive Chairman of the Board and Director	July 30, 2015
/s/    Elizabeth P. Cutler         Elizabeth P. Cutler	Co-Chief Creative Officer and Director	July 30, 2015
/s/    Julie J. Rice         Julie J. Rice	Co-Chief Creative Officer and Director	July 30, 2015
/s/    Melanie Whelan         Melanie Whelan	Chief Executive Officer (principal executive officer)	July 30, 2015
/s/    Larry M. Segall         Larry M. Segall	Executive Vice President, Chief Financial Officer and Director (principal financial and accounting officer)	July 30, 2015
/s/    Sarah Robb O’Hagan         Sarah Robb O’Hagan	Director	July 30, 2015

Signature	Title	Date
/s/    Scott M. Rosen         Scott M. Rosen	Director	July 30, 2015
/s/    Jeffrey Weinhaus         Jeffrey Weinhaus	Director	July 30, 2015
/s/    Paul Tizik         Paul Tizik	Director	July 30, 2015
/s/    Greg Hill         Greg Hill	Director	July 30, 2015
/s/    Kevin S. Morris         Kevin S. Morris	Director	July 30, 2015
/s/    Carlos Becil         Carlos Becil	Director	July 30, 2015
/s/    Renée Durocher         Renée Durocher	Director	July 30, 2015

EXHIBIT INDEX

Exhibit Number	Title
1.1*	Form of Underwriting Agreement.
3.1*	Amended and Restated Certificate of Incorporation of SoulCycle Inc. to be in effect prior to the closing of the offering.
3.2*	Amended and Restated By-Laws of SoulCycle Inc. to be in effect prior to the closing of the offering.
4.1*	Form of Certificate of Common Stock, par value $0.01 per share, of SoulCycle Inc.
5.1*	Opinion of Paul Hastings LLP.
10.1	Lease, dated as of September 11, 2012, by and between LF Greenwich LLC and SoulCycle 609 Greenwich Street, LLC.
10.2	First Amendment of Lease, dated as of December 15, 2014, by and between LF Greenwich LLC and SoulCycle 609 Greenwich Street, LLC.
10.3	Assignment and Assumption Agreement, dated as of December 15, 2014, by and between SoulCycle 609 Greenwich Street, LLC and SoulCycle Holdings, LLC.
10.4	Redemption Agreement, dated as of April 6, 2015, by and among SoulCycle Holdings, LLC, Elizabeth P. Cutler, Irrevocable Trust FBO Lucia Hodges Cutler u/t/d March 20, 2011, Irrevocable Trust FBO Nina Plamondon Cutler u/t/d March 20, 2011, Julie J. Rice, Trust F/B/O Parker R. Rice under Julie J. Rice 2011 GRAT, Trust F/B/O Phoebe Rice under Julie J. Rice 2011 GRAT and Equinox Holdings, Inc.
10.5	Registration Rights Agreement, dated as of April 6, 2015, by and among SoulCycle Holdings, LLC, Elizabeth Cutler, Irrevocable Trust FBO Lucia Hodges Cutler u/t/d March 20, 2011, Irrevocable Trust FBO Nina Plamondon Cutler u/t/d March 20, 2011, Julie Rice, Trust F/B/O/ Parker J. Rice under Julie J. Rice 2011 GRAT, Trust F/B/O/ Phoebe Rice under Julie J. Rice 2011 GRAT and SoulCycle Management, LLC.
10.6	Credit Agreement, dated as of May 15, 2015, by and among SoulCycle Holdings, LLC, SoulCycle Intermediate Holdings LLC, Bank of America, N.A., as administrative agent and as collateral agent, and each lender from time to time party thereto.
10.7	Guaranty Agreement, dated as of May 15, 2015, by and among SoulCycle Holdings, LLC, SoulCycle Intermediate Holdings LLC, Bank of America, N.A., as administrative agent, and the guarantors from time to time party thereto.
10.8	Security Agreement, dated as of May 15, 2015, by and among SoulCycle Holdings, LLC, SoulCycle Intermediate Holdings LLC, Bank of America, N.A., as collateral agent, and the guarantors from time to time party thereto.
10.9*	Form of New Credit Agreement, by and between SoulCycle Inc. and the administrative agent and collateral agent, and each lender from time to time party thereto.
10.10+	Amended and Restated Employment Agreement, dated as of April 6, 2015, by and between SoulCycle Holdings, LLC, on behalf of itself and its successor by conversion, SoulCycle Inc., and Julie J. Rice.
10.11+	Amended and Restated Employment Agreement, dated as of April 6, 2015, by and between SoulCycle Holdings, LLC, on behalf of itself and its successor by conversion, SoulCycle Inc., and Elizabeth P. Cutler.
10.12+	1% Option Agreement, dated as of April 6, 2015, by and between SoulCycle Holdings, LLC and Julie Rice.
10.13+	.5% Option Agreement, dated as of April 6, 2015, by and between SoulCycle Holdings, LLC and Julie Rice.

Exhibit Number	Title
10.14+	1% Option Agreement, dated as of April 6, 2015, by and between SoulCycle Holdings, LLC and Elizabeth Cutler.
10.15+	.5% Option Agreement, dated as of April 6, 2015, by and between SoulCycle Holdings, LLC and Elizabeth Cutler.
10.16+	Employment Agreement, dated as of July 22, 2015, by and between SoulCycle Inc. and Melanie Whelan.
10.17+	Employment Agreement, dated as of July 22, 2015, by and between SoulCycle Inc. and Larry M. Segall.
10.18*	Form of Share Delivery Agreement by and between SoulCycle Inc. and SoulCycle Intermediate Holdings LLC to be in effect prior to the closing of the offering.
10.19+	SoulCycle Inc. 2015 Omnibus Incentive Plan.
10.20+	Form of Nonqualified Stock Option Agreement Pursuant to the SoulCycle Inc. 2015 Omnibus Incentive Plan.
10.21+*	Form of Indemnification Agreement by and between SoulCycle Inc. and certain of its directors and executive officers, to be in effect prior to the closing of the offering.
10.22+*	Form of Indemnification Agreement by and between SoulCycle Inc. and certain of its directors, to be in effect prior to the closing of the offering.
10.23*	Form of Transition Services Agreement by and SoulCycle Inc. and Equinox Holdings, Inc. to be in effect prior to the closing of the offering.
10.24*	Form of Indemnity and Tax Sharing Agreement, by and among SoulCycle Inc. and Related Equinox Holdings II, L.L.C. to be in effect prior to the closing of the offering.
10.25*	Form of Registration Rights Agreement by and among SoulCycle Inc. and SoulCycle Intermediate Holdings LLC to be in effect prior to the closing of the offering.
10.26*	Form of Investor Rights Agreement by and between SoulCycle Inc. and SoulCycle Intermediate Holdings LLC.
21.1*	Subsidiaries of SoulCycle Inc.
23.1	Consent of KPMG LLP.
23.2*	Consent of Paul Hastings LLP (included as part of its opinion filed as Exhibit 5.1 hereto).
23.3*	Consent of Steptoe & Johnson LLP.
24.1	Power of Attorney (included on signature page).
99.1*	Consent of Director Nominee (Melanie Whelan).
99.2*	Consent of Director Nominee (Stephen M. Ross).
99.3*	Consent of Director Nominee (Jeff T. Blau).
99.4*	Consent of Director Nominee (Irwin Cohen).
99.5*	Consent of Director Nominee (Millard S. Drexler).
99.6*	Consent of Director Nominee (Robert L. Loverd).

+ Represents a management contract or compensatory plan or arrangement.

* To be filed by amendment.

EX-10.1

Exhibit 10.1

Office

LEASE

Sept 11, 2012

between

LF Greenwich LLC

as Landlord

and

SoulCycle 609 Greenwich Street, LLC

as Tenant

Affecting a portion of premises commonly known as:

609 Greenwich Avenue

New York, New York

TABLE OF CONTENTS

		Page
1.	THE DEMISED PREMISES AND TERM		1
2.	RENT		2
3.	NO COUNTERCLAIM OR ABATEMENT		8
4.	USE OF DEMISED PREMISES		8
5.	CONDITION OF DEMISED PREMISES		10
6.	ALTERATION AND ADDITIONS		11
7.	REPAIRS - FLOOR LOAD		18
8.	TAXES		21
9.	REQUIREMENTS OF LAW		24
10.	LIENS		25
11.	PERMITTED CONTESTS		25
12.	UTILITY SERVICES		25
13.	INSURANCE		26
14.	INDEMNIFICATION BY TENANT		28
15.	DAMAGE TO OR DESTRUCTION OF THE DEMISED PREMISES		30
16.	TAKING OF THE DEMISED PREMISES		31
17.	QUIET ENJOYMENT		32
18.	INTENTIONALLY DELETED		32
19.	EVENTS OF DEFAULT AND TERMINATION		32
20.	REMEDIES AND DAMAGES		34
21.	FEES AND EXPENSES		41

i

TABLE OF CONTENTS

(continued)

		Page
22.	ASSIGNMENT OF SUBRENTS		41
23.	LANDLORD’S FEES		41
24.	ACCESS TO PREMISES		41
25.	SURVIVAL OF TENANT’S OBLIGATIONS AND DAMAGES		42
26.	INJUNCTION		43
27.	TENANT’S SELF-HELP RIGHTS		43
28.	LANDLORD’S REMEDIES CUMULATIVE		44
29.	ESTOPPEL CERTIFICATES		44
30.	ASSIGNMENT AND SUBLETTING		44
31.	SUBORDINATION AND ATTORNMENT		49
32.	CONDENSER WATER		51
33.	CONVEYANCE BY LANDLORD; LIMITATION ON LIABILITY		52
34.	NO MERGER OF TITLE		53
35.	ACCEPTANCE OF SURRENDER		53
36.	END OF TERM		53
37.	INTENTIONALLY DELETED		54
38.	BROKERAGE		54
39.	HAZARDOUS MATERIALS		54
40.	CHEMICAL WASTE		56
41.	SERVICES		56
42.	VAULT SPACE		59

ii

TABLE OF CONTENTS

(continued)

		Page
43.	DEFINITIONS		60
44.	NOTICES		63
45.	SIGNS		63
46.	INABILITY TO PERFORM		65
47.	CERTIFICATE OF OCCUPANCY		65
48.	MISCELLANEOUS		65
49.	SECURITY		69
50.	CROSS DEFAULT		70

iii

LEASE

AGREEMENT OF LEASE (the “Lease”), dated Sept. 11, 2012, between LF Greenwich LLC, a New York limited liability company, having an address at c/o Centaur Properties LLC, 609 Greenwich Street, New York, New York 10014 (“Landlord”), and SoulCycle 609 Greenwich Street, LLC, having an address at 103 Warren Street, New York, New York 10007, Attention: Elizabeth Cutler (“Tenant”).

1. THE DEMISED PREMISES AND TERM

In consideration of the Rent hereinafter reserved and the terms, covenants and conditions set forth in this Lease to be observed and performed by Tenant, Landlord hereby demises and leases to Tenant, and Tenant hereby rents and hires from Landlord a portion (“Demised Premises” or “Premises”) of the ground floor and cellar of the building (“Building”) known by the street address 609 Greenwich Street, New York, New York, as shown on Exhibit A annexed hereto. Tenant shall have, at all times during the Term, continuous and unobstructed access to the portions of the Premises located in the cellar of the Building through the common areas of the Building.

TO HAVE AND TO HOLD the Demised Premises unto Tenant, and the permitted successors and assigns of Tenant, upon and subject to all of the terms, covenants and conditions herein contained.

A. The term of this Lease (the “Term” or “Initial Term”) shall commence upon the “Commencement Date” (as hereinafter defined) and expire (the “Expiration Date”) on the last day of the calendar month in which the fifth (5^th) anniversary of the day prior to the Rent Commencement Date occurs.

B. The “Rent Commencement Date” shall be the day which is the earlier of (i) one hundred fifty (150) days following the Commencement Date, or (ii) the date Tenant opens for business to the public in all or a material portion of the Premises for the Permitted Use, if earlier.

C. (i) The “Commencement Date” shall mean the date Landlord delivers vacant possession of the Premises and the premises (“Retail Premises”) demised by the “Retail Lease” (as hereinafter defined) to Tenant, with all interior “Landlord’s Work” (as hereinafter defined), substantially complete (other than those portions of Landlord’s Work which are specifically indicated to be completed after delivery of possession of the Premises to Tenant as provided on Exhibit F (“Post-Delivery Work”)) which Commencement Date shall occur no earlier than October 31, 2012. Landlord shall use commercially reasonable efforts to cause the Commencement Date to occur by December 6, 2012. If the Commencement Date fails to occur by January 6, 2013, other than on account of a Tenant Omission, the Rent Commencement Date shall be extended one day for each day after January 6, 2013 that the Commencement Date does not occur. If the Commencement Date does not occur on or before May 6, 2013, then Tenant shall have right to cancel this Lease upon thirty (30) days’ notice to Landlord in which event Landlord shall promptly return all sums deposited hereunder; provided, however, if the Commencement Date occurs during such thirty (30) day period, Tenant’s notice of cancellation

shall be null and void and this Lease shall continue in full force and effect. Landlord shall provide five (5) business days advance notice of the date that Landlord’s Work is substantially complete and provide Tenant with an opportunity to conduct a joint inspection. The term “substantially complete,” shall mean that Landlord’s Work has been completed pursuant this Lease and pursuant to all applicable law, approvals, permits and other governmental requirements, such that only “punch list” items (i.e., details of decoration and mechanical adjustment which do not affect Tenant’s ability to occupy or operate the Premises for the permitted use, or to install any equipment, fixtures or personal property within the Premises) remain to be complete. Landlord agrees to complete all punch list item within 30 days following the Commencement Date. Promptly following the Commencement Date, the parties hereto shall enter into a supplemental certificate fixing the actual Commencement Date and the Rent Commencement Date, in the form which is annexed hereto as Exhibit B, but the failure of the parties to sign such certificate shall not affect the Commencement Date or the Rent Commencement Date.

(ii) Notwithstanding the foregoing, Landlord may elect to offer Tenant the right to possession of both of the Premises and Retail Premises together, prior to substantial completion of all interior Landlord’s Work, and if Tenant elects to accept such possession, in its sole discretion, the Commencement Date shall be deemed to have occurred on the date of such delivery. In such event, Landlord and Tenant shall reasonably cooperate with each other using commercially reasonable efforts, in the coordination and completion of Landlord’s Work and “Tenant’s Work” (as hereinafter defined).

(iii) Landlord agrees to complete all exterior work described in Exhibit F, as provided in Exhibit F, on default of which for thirty (30) days after notice from Landlord, or such longer period necessary to cure the default, Tenant shall have the right to complete such work and offset the reasonable cost of such work from the Rent thereafter due hereunder.

D. Terms not otherwise defined in the text of this Lease shall have the definitions contained in Article 43 hereof.

2. RENT

A. During the Term, Tenant promises to pay to Landlord the rent reserved under this Lease, which shall consist of:

(i) an annual fixed rent (hereinafter, the “Fixed Rent”) as follows:

Lease Years	Annual		Monthly
1	$	579,319.43	$	48,276.62
2		593,802.42		49,483.54
3		608,647.48		50,720.62
4		623,863.66		51,988.64
5		639,460.26		53,288.36

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Notwithstanding the foregoing, no Fixed Rent or Tax Rent shall be due until the Rent Commencement Date; provided, however, from and following the Commencement Date, Tenant shall be liable for all other charges payable by Tenant under this Lease, including, without limitation, all water and sewer charges, all fuel, electricity and other utility charges which may be incurred at the Demised Premises (other than real estate taxes).

(ii) all other sums of money as shall become due and payable by Tenant under this Lease (hereinafter, “Additional Rent”), all of which sums shall be payable as hereinafter provided. In the event any installment of Fixed Rent or Additional Rent required pursuant to the provisions of this Lease to be paid by Tenant is not paid within ten (10) days after the date due, Tenant shall pay to Landlord as Additional Rent a late charge of four (4%) percent of the amount past due to cover Landlord’s administrative expenses incurred in connection with such late payment. In addition, Tenant shall pay, upon demand, as Additional Rent, interest on such late payment (i.e. which is not paid ten (10) days following the date due), at the Interest Rate, from the date due, until paid, and upon demand by Landlord any reasonable attorneys’ fees and disbursements incurred by Landlord in connection with the collection or payment of any Fixed Rent, Additional Rent and/or said administrative charge, due to Tenant’s failure to pay said amounts, as herein provided, after expiration of applicable notice and cure periods, said attorneys’ fees and disbursements to be deemed Additional Rent (to the extent Landlord is the prevailing party). Notwithstanding the foregoing, Landlord shall not impose the late charge or default interest on Tenant the first time in any twelve (12) month period that payment is not received by Landlord within such ten (10) day grace period, provided such payment is made within five (5) days after written notice.

B. (i) Tenant shall have the option of extending the Term for two additional terms (each term, a “Renewal Term”) of five (5) years each on the same terms and conditions as provided herein, except the Fixed Rent for each Renewal Term as set forth below.

Notice of the exercise of such options (“Extension Notice”) shall be delivered by Tenant to Landlord, in writing, no later than the first day of the twelfth (12^th) month prior to the expiration date of the Initial Term or the first Renewal Term, as the case may be. Time shall be of the essence as to giving of the Extension Notice. Tenant’s right to extend the Term pursuant to this Section 2.B (i) shall be conditioned upon there being no default by Tenant which remains uncured after applicable notice and cure periods in the observance or performance of any of the material or financial terms, covenants and conditions of this Lease either at the time of the exercise of the option or on the expiration of the Initial Term or the first Renewal Term, as the case may be, and (ii) for the second Renewal Term, shall be conditioned upon Tenant having simultaneously exercising the renewal option contained in the “Retail Lease” (as hereinafter defined).

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(ii) (a) If Tenant has elected to renew the Term of this Lease, as provided in subparagraph (i) above for the first Renewal Term, the Fixed Rent for the Premises shall be as follows:

Lease Years	Annual		Monthly
6	$	715,958.60	$	59,663.22
7		720,530.52		60,044.21
8		725,131.62		60,427,64
9		729,762.12		60,813.51
10		734,422.17		61,201.85

(b) Except as provided in subparagraph (a) above, Tenant’s occupancy of the Premises during the first Renewal Term shall be on the same terms and conditions as were in effect immediately prior to the expiration of the initial term of this Lease.

(c) The termination of this Lease during the Initial Term hereof shall also terminate and render void any option or right on Tenant’s part to extend the term of this Lease pursuant to Section 2.B whether or not such option or right shall have theretofore been exercised.

(d) If Tenant exercises its right to extend the term of this Lease for the first Renewal Term pursuant to this Section 2.B, the words and phrases “Term”, “Lease Term”, “the term of this Lease” or “the term hereof” as used in this Lease, shall be construed to include the first Renewal Term, and the Expiration Date shall be construed to be the date of the expiration of the first Renewal Term.

(iii) If Tenant has elected to renew the term of this Lease, as provided in subparagraph (i) above for the second Renewal Term, (a) the Fixed Rent for the second Renewal Term shall be the Fair Market Rent for the second Renewal Term, as determined below and (b) at least 4 months prior to the commencement of the second Renewal Term, Landlord shall give to Tenant a notice (“Landlord’s Notice”) setting forth Landlord’s statement of the Fair Market Rent during the second Renewal Term, which shall be conclusive and binding as the basis for determining the annual Fixed Rent to be paid during the second Renewal Term unless (a) within 45 days after the giving of the Landlord’s Notice, or having failed to do so, 15 days following a reminder notice from Landlord to Tenant (in 12 point bold capital letters), Tenant shall notify Landlord that Tenant disputes Landlord’s statement of the Fair Market Rent, specifying Tenant’s statement (“Tenant’s Statement”) of the Fair Market Rent during the second Renewal Term and (b) if such dispute shall not be resolved by the commencement of the second Renewal Term, Landlord and Tenant shall within twenty (20) days after the commencement of the second Renewal Term, submit the dispute to arbitration pursuant to the provisions of subparagraph (iv) below. In the event such dispute is submitted to arbitration, the arbitrators shall determine the annual Fair Market Rent during the second Renewal Term in accordance with the instructions set forth in subparagraph (v), and a sum equal to said amount, subject to the provisions of this Lease, shall be the annual Fixed Rent payable by Tenant during the second Renewal Term; provided, however, that in no event shall the annual Fixed Rent payable by Tenant during each year of the second Renewal Term be less than $734,422.17 per annum (“Initial Term Escalated Rent”).

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(a) If upon the commencement of the Renewal Term the annual Fixed Rent to be paid during the second Renewal Term shall not have been determined (by arbitration or by agreement of Landlord and Tenant), Tenant, effective as of the commencement of the second Renewal Term, shall pay on account of annual Fixed Rent, 50% of the sum of (i) the annual amount set forth in Landlord’s Statement and (ii) the annual amount set forth in Tenant’s Statement, subject to adjustment upon determination of such annual Fixed Rent. Under such circumstances, upon the determination of the annual Fixed Rent for the second Renewal Term, Tenant shall pay to Landlord within thirty (30) days after demand, any underpayment of annual Fixed Rent by Tenant since the beginning of the second Renewal Term and, in the event of any overpayment of such annual Fixed Rent by Tenant since the beginning of the second Renewal Term, Landlord shall credit the amount of such overpayment against the payments of annual Fixed Rent next coming due hereunder until such time as the overpayment has been fully credited to Tenant.

(b) Nothing in this Section 2 shall affect Tenant’s obligations to pay Additional Rent under this Lease. During the second Renewal Term, Tenant shall pay (a) Additional Rent in accordance with the provisions of Article 8, without change in any other provision of Article 8, including, without limitation, without change in the Base Year, and (b) all other Additional Rent payable under this Lease in accordance with the terms hereof, all of which shall be taken into account in determining fair market rental value for the Premises for the second Renewal Term.

(iv) In the event that, pursuant to the provisions of subparagraph (iv), the determination of the Fair Market Rent to be paid during the second Renewal Term is submitted to arbitration, then within twenty (20) days after commencement of the second Renewal Term, Landlord and Tenant shall each appoint a person as arbitrator on its behalf and shall notify the other party of such appointment. The arbitrators thus appointed shall appoint a third person who shall be impartial to act as an arbitrator hereunder, and such three arbitrators shall as promptly as possible determine the annual fair market rental value for the Premises during the second Renewal Term in accordance with the provisions of subparagraph (v); provided, however, that if the two arbitrators appointed by the parties shall be unable to agree within ten (10) days after the appointment of the second arbitrator, they shall give written notice to the parties of such failure to agree, and the parties shall attempt to agree on the appointment of an impartial third arbitrator. If the parties fail to agree upon the selection of such impartial third arbitrator within ten (10) days after the arbitrators appointed by the parties have given notice as aforesaid, then within fifteen (15) days thereafter, either of the parties upon notice to the other party may request such appointment by the American Arbitration Association (or any organization successor thereto) (“AAA”), or in its absence, refusal, failure or inability to act, may apply for a court appointment of such third arbitrator.

(v) The arbitration shall be conducted, to the extent consistent with this Lease, in accordance with the then prevailing rules of the AAA and the arbitrators shall be bound by the

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instructions set forth in this subparagraph (v). The first and second arbitrators appointed pursuant to subparagraph (iv) shall submit their respective determinations in writing to the third arbitrator within twenty (20) days after the appointment of the third arbitrator and such third arbitrator shall, within ten (10) days after submission of the first and second arbitrator’s respective determinations, select the annual fair market rental value in the opinion of the impartial third arbitrator (taking into account all relevant factors, including, without limitation, those set forth in this Section 2.B(v)). The impartial third arbitrator may not select any other rental amount. The arbitrator appointed by Landlord may not submit an amount in excess of the sum set forth in Landlord’s Statement and the arbitrator appointed by Tenant may not submit an amount less than the sum set forth in Tenant’s Statement. The decision by the third impartial arbitrator shall be in writing and shall be conclusive and binding on both Landlord and Tenant. In rendering such decision and award, the arbitrators shall not add to, subtract from or otherwise modify the provisions of this Lease. Judgment may be had on the decision and award of the arbitrator(s) so rendered in any court of competent jurisdiction. The arbitrators shall make their respective determinations based on the following, and the arbitrators shall be so instructed:

(a) The Fair Market Rent during the second Renewal Term shall be the then annual fair market rental value of the Premises, (1) without any reduction to reflect that Tenant saves moving expenses by exercising the renewal option, (2) without any reduction to reflect any discount for the length of the second Renewal Term for comparable space in comparable buildings in Soho, (3) taking into consideration any increases or possible increases in rental during the second Renewal Term then being included in leases for space in such comparable buildings based on changes in price indices, including the Consumer Price Index, cost of living or other similar increases, or periodic rental adjustments, (4) taking into account that the Premises is leased in its then “as is” condition, (5) assuming that the Premises are leased vacant and unencumbered by this Lease, (6) taking into account the size and condition of the Premises and the condition of the Building, the credit-worthiness of Tenant and Guarantor, and services provided by Landlord and Tenant under this Lease; (7) taking into account that the Base Year does not change during the second Renewal Term and (8) taking into account the increase in the Fixed Rent that occurs during the second Renewal Term as provided in Section 2.B(vi) below; (9) taking into account all other relevant factors as may be material and relevant to a proper determination of the annual fair market rental value for the Premises during the second Renewal Term, (10) taking into account the leasing by Tenant of Retail Premises, together with the Premises and (11) no tenant improvement allowance, or brokerage commission, if accurate, is being paid by Landlord.

(b) The Additional Rent payable by Tenant under this Lease shall continue to be payable during the second Renewal Term without any change in any provisions of Article 8 or any other provisions of this Lease relating to Additional Rent, including, without limitation, the Base Year.

(vi) The annual Fixed Rent determined by such arbitration, or pursuant to Section 2.B(x) below, shall increase no less than annually on a compounded basis, as determined by the arbitrators, taking into consideration increases in rental then being included in leases for office space in comparable buildings in the vicinity of the Premises but in no event less than 2 ¹⁄₂% per Lease Year cumulatively.

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(vii) Each party shall pay the fees and expenses of the one of the two original arbitrators selected by such party. The fees and expenses of the third arbitrator and all other expenses of the arbitration (other than the fees and disbursements of attorneys or witnesses for each party) shall be borne by the parties equally.

(viii) Each arbitrator appointed pursuant to this Section 2.B shall have at least 10 years’ experience in the City of New York as a licensed retail appraiser or retail real estate broker in the City of New York.

(ix) Upon final determination of the Fair Market Rent for the Renewal Term pursuant to this Section 2.B, Landlord and Tenant, upon the demand of either of them, shall enter into a supplementary agreement to set forth the annual Fixed Rent for such Renewal Term; provided, however, that failure of either party to execute such supplementary agreement shall not affect the Fixed Rent due for the second Renewal Term pursuant to the foregoing provisions of this Section 2.B.

(x) The provisions of this Article 2.B, (iii) - (ix) shall be inapplicable and have no force or effect in the event that Landlord notifies Tenant in Landlord’s Notice that the annual Fixed Rent for the second Renewal Term shall be the Initial Term Escalated Rent, increasing 2 ¹⁄₂% per Lease Year in lieu of operating expense increases.

(xi) Except as provided in this Section 2.B, Tenant’s occupancy of the Premises during the second Renewal Term shall be on the same terms and conditions as were in effect immediately prior to the expiration of the first Renewal Term of this Lease.

(xii) If Tenant exercises its right to extend the term of this Lease for a Renewal Term pursuant to this Section 2.B, the phrases “Term,” “the term of this Lease” or “the term hereof” as used in this Lease, shall be construed to include such Renewal Term, and the Expiration Date shall be construed to be the Extension Expiration Date.

(xiii) If Tenant does not timely send the Extension Notice pursuant to provisions of Section 2.B(i) hereof, this Section 2.B shall have no force or effect and shall be deemed deleted from this Lease. The termination of this Lease during the initial Term hereof shall also terminate and render void any option or right on Tenant’s part to extend the Term of this Lease pursuant to this Section 2.B whether or not such option or right shall have theretofore been exercised.

(xiv) If Tenant elects to renew or extend the term of this Lease and retains a broker, other than Broker, Tenant agrees to pay any and all brokerage commissions incurred in connection with such renewal and agrees to indemnify, defend and hold Landlord harmless from any claims of said broker, including, without limitation, reasonable attorneys’ fees. If Landlord retains a broker, Landlord agrees to pay any and all brokerage commissions incurred in connection with such renewal and agrees to indemnify, defend and hold Tenant harmless from any claims of said broker, including, without limitation, reasonable attorneys’ fees.

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C. Tenant shall pay all Fixed Rent and Additional Rent due hereunder at the office of Landlord or such other place as Landlord may designate, payable in United States legal tender, by, at Tenant’s election, (i) wire transfer of immediately available funds pursuant to wiring instructions provided by Landlord therefor or (ii) cash, or good and sufficient check, and shall be payable, in advance, in equal monthly installments on the first day of every month, without any prior notice, demand, off-set, deduction or abatement whatsoever, except as expressly set forth in this Lease, at the office of Landlord as set forth above, or at such place and to such person as Landlord from time to time may designate, except that the first month’s Fixed Rent payable hereunder shall be paid simultaneously with the execution hereof which shall be applied to the first month’s Fixed Rent due after the Rent Commencement Date, If this Lease were to terminate (as distinguished from expire and for a reason other than a Tenant default) on a day other than the last day of a calendar month, the Fixed Rent shall be pro-rated on a per diem basis based on the actual days in such month.

3. NO COUNTERCLAIM OR ABATEMENT

The obligations and liabilities of Tenant hereunder in no way shall be released, discharged or otherwise affected (except as expressly provided in this Lease to the contrary) by reason of: any damage to or destruction of or any Taking of the Demised Premises or any part thereof; any restriction or prevention of or interference with any use of the Demised Premises or any part thereof, any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to Landlord, or any action taken with respect to this Lease by any trustee or receiver of Landlord, or by any court, in any such proceeding; any claim which Tenant has or might have against Landlord; any failure on the part of Landlord to comply with or perform any of the terms hereof or of any other agreement with Tenant; or any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not Tenant shall have notice or knowledge of any of the foregoing. Except as expressly provided in this Lease or by law, Tenant waives all rights now or hereafter conferred by statute or otherwise to quit, terminate or surrender this Lease or the Demised Premises or any part thereof, or to receive any abatement, suspension, deferment, diminution or reduction of any Rent payable by Tenant hereunder.

4. USE OF DEMISED PREMISES

A. Tenant may use the Demised Premises for administrative, corporate, executive and general office use for the conduct of Tenant’s business and strictly incidental thereto, for any lawful use incidental thereto that is in keeping with the character, reputation and appearance of the Building (including, without limitation, the retail sale of clothing) and further incidentally thereto, a private training facility for Tenant’s employees or independent contractors which is not open to the public, and for no other use or purpose (“Permitted Use”).

B. Tenant shall not do or permit to be done any act or thing in the Premises which is contrary to any Legal Requirements or Insurance Requirements (hereinafter defined). Tenant shall not use, or allow the Demised Premises or any part thereof or any improvements now or hereafter erected therein or any appurtenances thereto, to be used or occupied for any unlawful purpose, and shall not suffer any act to be done or any condition to exist within the Demised

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Premises or any part thereof, or in any improvements now or hereafter erected therein or on any appurtenance to the Demised Premises, or permit any article to be brought therein, which may constitute a nuisance, public or private, or which may make void or voidable any insurance in force with respect thereto.

C. If Tenant elects to use a portion of the Premises as a training studio, Tenant shall install such soundproofing and vibration attenuating devices as are required to prevent sound and vibration from emanating from the Premises.

D. Tenant shall have access to and be entitled to operate in the Premises 24 hours a day, 7 days a week. However, Tenant shall only operate the private indoor training studio in the cellar of the Premises between the hours of 5:00 a.m. – 10:00 p.m., 7 days a week. Provided Tenant completes the foregoing, Tenant may play music in its private indoor training studio.

E. Tenant shall provide regular cleaning of the demised premises on business days with a cleaning contractor reasonably approved by Landlord to perform such work.

F. The statement as to the nature of the business to be conducted by Tenant in the Premises or use and occupancy permitted therein shall not constitute a representation or guaranty by Landlord that such business may be conducted in the Premises or is lawful or permissible under any certificate(s) of occupancy issued for the Premises or the Buildings, or is otherwise permitted by law or regulations.

G. Tenant shall in all events comply with all Legal Requirements governing the disposal of wastes and waste products of Tenant at the Premises, including, without limitation, so-called environmental laws, rules and regulations.

H. Tenant shall not (i) conduct or permit any fire, auction, going out of business or bankruptcy sale in the Premises, but nothing shall prevent Tenant from giving discounts on its classes or other services or (ii) distribute or permit to be distributed handbills or other matter to customers outside the Premises.

I. (i) Tenant shall (1) engage, at its expense, a rubbish removal contractor of Tenant’s selection, for the removal of all rubbish, debris and waste from Tenant’s operation; (2) place such refuse outside for collection (in areas designated by Landlord in accordance with Landlord’s rules and regulations) and (3) cause all waste to be placed in securely sealed plastic bags or similar containers.

(ii) Tenant shall not use or permit to be used the sidewalks or other space outside the Premises for any display, sale or similar undertaking or storage other than Signage permitted under this Lease. In addition, Tenant shall not use or permit to be used any loudspeaker, phonograph or other sound system or advertising device which may be heard outside the Premises.

(iii) No video games, pinball machines or other amusement devices or coin operated gaming devices shall be installed in or used at the Premises, but nothing contained herein shall prohibit the installation of vending machines for the sale of food, beverages or snacks to Tenant’s employees or coin operating devices for its locker rooms.

(iv) A default under this Section 4.1 shall be a material default of Tenant under this Lease if Tenant fails to use diligence efforts to seek to cure such default after notice from Landlord.

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J. Tenant acknowledges and understands that the value of the Premises and the reputation of the Landlord will be seriously injured if the Premises are used for any obscene or pornographic use or as any sort of commercial sex establishment (it being understood that the outfits or clothing worn by Tenant’s customers in connection with the permitted use shall be deemed acceptable, including, without limitation, such customers wearing only tank tops or sports bras as their top covering). Accordingly, Tenant shall not permit or conduct any use of the Premises for nude modeling, rap sessions, or as a so-called rubber goods shop, or as a sex club of any sort, or as a “massage parlor.”

K. Tenant acknowledges that Landlord’s damages resulting from any breach of the provisions of this Article 4 are difficult, if not impossible, to ascertain and concedes that, among other remedies for such breach permitted by law or the provisions of this Lease, Landlord shall, if Tenant fails to use diligent efforts to seek to cure such default after notice from Landlord, be entitled to enjoin Tenant from any violation of said provisions.

5. CONDITION OF DEMISED PREMISES

The parties acknowledge that the Demised Premises shall consist of an unfinished and unimproved space in which Tenant will, promptly after delivery of possession of the Demised Premises to Tenant, at its sole cost and expense, commence to construct its office space within a portion of the Demised Premises, including all HVAC servicing the Demised Premises, and the procuring of all relevant permits and approvals therefor, in accordance with the provisions of Article 6 hereof. Tenant specifically acknowledges and agrees that this Lease and the commencement of Rent hereunder shall not be delayed or affected by the Tenant’s completion or failure to complete Tenant’s improvements to the Demised Premises by the Rent Commencement Date. Landlord makes no representation or warranty, express or implied in fact or by law, as to the nature or condition of the Demised Premises, or its fitness or availability for any particular use, or the income from or expenses of operation of the Demised Premises. Landlord shall not be liable for any latent or patent defects therein, provided, however, nothing contained herein shall reduce Landlord’s or Tenant’s obligations under Article 9 hereof.

Tenant represents that Tenant has examined and is fully familiar with the physical condition of the Demised Premises, the improvements thereon, the sidewalks, the uses thereof, and all zoning and other rules and requirements applicable to the Demised Premises, and subject to the provisions of this Lease, Tenant shall accept the Demised Premises without recourse to Landlord, “as is”, in the condition and state in which they now are and agrees, that the Demised Premises complies in all respects with all requirements of this Lease.

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Except as expressly set forth in this Lease, Landlord shall have no obligation to alter, improve, decorate or otherwise prepare the Demised Premises for Tenant’s occupancy. Except as set forth in this Lease, Tenant acknowledges and agrees that Landlord has not made, and does not make, any representation or warranty, and Landlord shall have no liability or obligation with respect to any matter relating to the Demised Premises or this transaction, including, without limitation (i) income, expenses, operation, income-producing potential, zoning, physical condition, gross and rentable square footage of the Building, access, fitness for any specific use, merchantability, habitability, soil or the lie and topography, of any portion of the Demised Premises; (ii) violations, if any, (iii) any patent or latent defect in or about the Demised Premises, or in any portion thereof; (iv) the compliance of the Demised Premises with any Legal Requirements; (v) the presence or absence of asbestos, asbestos-containing materials, lead paint or any hazardous substances or wastes in, under or upon the Demised Premises (except as set forth in Article 39 hereof); (vi) the existence, location or availability of utility lines for water, sewer, drainage, electricity or any other utility; (vii) any licenses, permits, approvals or commitments from governmental authority in connection with the Demised Premises; (viii) parking availability and/or (ix) any other matter affecting or relating to the Demised Premises, including the legal state thereof, which is not expressly set forth in this Lease. Tenant is relying upon Tenant’s independent investigations with respect to the foregoing and with respect to all other matters relating to the Demised Premises, other than as expressly set forth in this Lease.

Notwithstanding anything herein to the contrary contained in this Lease, (a) Landlord shall promptly cure, at Landlord’s expense, and pay all fines, interest and penalties with respect to, any violations (including any open building permits or stop work orders) or non-compliance with law affecting the Demised Premises or the Building, which actually delays or prevents Tenant from obtaining applicable building permits for Tenant’s Work or otherwise prevents or delays the performance of Tenant’s Work or obtaining of any governmental sign-offs (including, but not limited to, a temporary certificate of occupancy) for Tenant’s Work, or Tenant’s ability to open for business in the Premises, and Rent shall abate on a day for day basis for each day that Landlord is effecting a cure thereof (in addition to the free rent period) and (b) Landlord shall promptly abate or remediate, at Landlord’s expense, any Hazardous Materials (including, without limitation, asbestos) existing in or on the Demised Premises on the Commencement Date that is required by applicable law to be abated or remediated, and Rent shall abate on a day for day basis to the extent Tenant is delayed in performing Tenant’s Work as a result thereof until such legally required abatement or remediation is completed (in addition to the initial free rent period).

6. ALTERATION AND ADDITIONS

A. Prior to and as a condition of the Commencement Date (unless Tenant elects to access the Premises pursuant to Section l.C(ii) above prior to substantial completion of Landlord’s Work). Landlord shall, subject to the provisions of this Article 6, substantially complete the work described on Exhibit F annexed hereto (“Landlord’s Work”) (other than those portions of Landlord’s Work which are to be completed after delivery of possession of the Premises to Tenant).

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B. (i) Tenant, at Tenant’s sole cost and expense, shall perform Alterations as shall be necessary to fully equip and complete the Premises for the operations of Tenant’s business in accordance with the provisions of Article 4 hereof (“Tenant’s Work”). In addition, prior to removal of existing first floor bathrooms, as part of Tenant’s Work hereunder, Tenant shall install two separate bathrooms on the first floor as shown on Exhibit F-1, in accordance with the Landlord approved Tenant’s Plans. Subject to the following provisions, Tenant agrees to promptly commence and diligently prosecute the preparation of “Tenant’s Plans” to perform Tenant’s Work and submit the same to Landlord within ninety (90) days of the date hereof for Landlord’s approval as provided in Section 6.C below. Landlord hereby approves the Tenant’s lay-out shown on Exhibit I, subject to Landlord’s approval of Tenant’s Plans related thereto, as hereafter provided and Landlord acknowledges that during its review of Tenant’s Plans it shall have no right to object to any portion of the design and layout shown on Tenant’s lay-out plan attached hereto as Exhibit I. Landlord makes no representation as to the legality of such lay-out shown thereon and prior to commencing any Alterations or other work, Tenant shall obtain all permits and approvals from the DOB and all other governmental agencies having jurisdiction. Notwithstanding anything to the contrary contained in this Lease, Landlord hereby consents to Tenant obtaining, at Tenant’s sole cost and expense, any required permits and approvals for any alterations (including Tenant’s Initial Improvements) based upon Tenant’s architect’s and engineer’s self-certification of Tenant’s Plans (as approved by Landlord). Tenant shall make no Alterations to the Premises, without Landlord’s consent in each instance. All alterations, additions or improvements to the Premises, including air-conditioning equipment and duct work, except movable furnishings and trade equipment installed at the expense of Tenant, shall, unless Landlord elects otherwise in writing, become the property of Landlord, and shall be surrendered, with the Premises, at the expiration or sooner termination of the term of this Lease, with no accountability or responsibility by Tenant to Landlord. Subject to the following, Tenant shall have no obligation to restore or remove (or accountability to Landlord for failing to restore or remove) any alterations additions or improvements made to the Premises at or prior to the expiration of the Term of this Lease, provided such work was approved (or deemed approved) by Landlord or is permitted to be performed by Tenant without the approval of Landlord, provided Tenant shall in all instances remove Tenant’s trade fixtures and personal property.

(ii) (a) Notwithstanding anything contained in this Lease to the contrary, prior to the expiration or earlier termination of this Lease, (1) at Landlord’s option, by notice to Tenant at least sixty (60) days prior to the expiration of the Lease or within thirty (30) days of earlier termination, Tenant shall remove Specialty Alterations and (2) Tenant shall restore the Premises and any adjoining premises leased by Tenant to separate units which comply with Legal Requirements such that each area is a legally separately demised unit with separate bathrooms, separate electrical service, and separate means of ingress and egress, all of which comply with all Legal Requirements; and, in addition, the first floor of the Premises shall be separately serviced by not less than 20 tons of HVAC unit(s) and the cellar of the Premises shall be serviced by not less than 28 tons of HVAC unit(s). For purposes of this Section 6.C(ii), “Specialty Alterations” shall mean Alterations which are structural in nature or penetrate or otherwise affects any floor slab, and other Alterations which are not typical of an office tenant located in a mixed use building in SOHO (i.e., cannot reasonably be reused by a succeeding office tenant and/or would be unusually costly to remove), including but not limited to: soundproofing, water fountain or water features, mezzanine, vaults, safes, elevators, escalators,

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kitchens, raised computer floors, computer room installations, supplemental heating, ventilation and air conditioning, ventilation and air conditioning equipment, file rooms or other installations requiring reinforcement of floors slab penetrations, conveyors, dumbwaiters, staircases and other alterations of a similar character. Tenant shall, at Tenant’s cost and expense repair any damage to the Premises or the Building due to all such restorations, cap all electrical, plumbing and waste disposal lines in accordance with sound construction practice and restore the Premises to the condition existing prior to the making of such Specialty Alterations or removal. All such work shall be performed in accordance with plans and specifications first approved by Landlord and all applicable terms, covenants, and conditions of this Lease.

(b) Further, (1) in the event Tenant elects not to exercise the first Renewal Term or (2) Tenant elects not to exercise the Renewal Option for the second Renewal Term, but Tenant elects to exercise the option to extend the Retail Lease, then, in either event, Tenant shall restore the cellar of the Premises, as shown on Exhibit J annexed hereto, including, without limitation, the common hallway in the cellar, as shown on Exhibit J and each of Landlord and Tenant shall have the right to use the stairwells to and from the first floor and the said common hallway and Landlord shall have sole use of the cellar bathrooms. In such event, Landlord shall pay all costs of electricity for the common hallway in the cellar and Tenant shall clean and maintain such common hallway.

(iii) Prior to commencing any Tenant’s Work, or any other Alterations, Tenant shall submit to Landlord for its approval two (2) sets of complete working plans, drawings and specifications (collectively, “Tenant’s Plans”), including, but not limited to, all plumbing and electrical systems and facilities for Tenant’s Work, prepared by an architect or engineer licensed as such in the State of New York (“Tenant’s Architect”). All of Tenant’s Plans shall comply with all Legal Requirements. Within ten (10) business days following Landlord’s receipt of Tenant’s Plans, Landlord shall review or cause the same to be reviewed and shall thereupon return to Tenant one (1) set of Tenant’s Plans with Landlord’s approval or disapproval noted thereon, and if same shall be disapproved in any respect Landlord shall state the reasons for such disapproval. If Landlord fails to approve or disapprove Tenant’s Plans within such ten (10) Business Day period and Tenant sends to Landlord a second (2^nd) notice after the expiration of such ten (10) Business Day period that states in all bold capital letters “IF THE ENCLOSED TENANT’S PLANS ARE NOT APPROVED OR DISAPPROVED BY LANDLORD WITH SPECIFIC REASONS FOR DISAPPROVAL WITHIN FIVE (5) BUSINESS DAYS AFTER RECEIPT OF THE ENCLOSED TENANT’S PLANS, THEN THE APPROVAL OF LANDLORD TO THE ENCLOSED TENANT’S PLANS SHALL BE DEEMED GRANTED”, then Landlord’s approval to Tenant’s submission of Tenant’s Plans shall be deemed granted if Landlord fails to respond to such second (2^nd) notice within five (5) Business Days after receipt thereof. In case Landlord disapproves Tenant’s Plans in any respect Tenant shall cause Tenant’s Architect, within five (5) days after receipt of Landlord’s disapproval, to make such changes to Tenant’s Plans as Landlord shall reasonably require and shall thereupon resubmit the same to Landlord for its approval. Following the approval of Tenant’s Plans, as aforesaid, the same shall be final and shall not be changed without the prior approval of Landlord as set forth in this Article 6, which approval shall not be unreasonably withheld as provided in Section 6E below. Promptly after approval Tenant’s Plans by the DOB, Tenant shall commence and diligently prosecute the completion of Tenant’s Work.

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(iv) All Alterations shall be done in compliance with all other applicable provisions of this Lease and with all applicable laws, ordinances, directions, rules and regulations of governmental authorities having jurisdiction, including, without limitation, the Americans with Disabilities Act of 1990 and New York City Local Law No. 57/87 and similar present or future laws, and regulations issued pursuant thereto, and also New York City Local Law No. 76 and similar present or future laws, and regulations issued pursuant thereto.

(v) Tenant shall keep the Building and the Premises free and clear of all liens for any work or materials claimed to have been furnished to Tenant or to the Premises.

(vi) Prior to the commencement of any Alterations by or for the benefit of Tenant, Tenant shall furnish to Landlord certificates evidencing the existence of the following insurance:

(a) Workers’ compensation insurance covering all persons employed for such work and with respect to whom death or bodily injury claims could be asserted against Landlord, Tenant or the Premises.

(b) Broad form commercial general liability insurance written on an occurrence basis naming Tenant as an insured and naming Landlord and its designees as additional insureds, with limits of not less than $5,000,000 combined single limit for personal injury in any one occurrence, and with limits of not less than $500,000 for property damage (the foregoing limits may be revised from time to time by Landlord to such higher limits as Landlord from time to time reasonably requires consistent with limits required by landlords of similar buildings in the vicinity of the Premises). Tenant, at its sole cost and expense, shall cause all such insurance to be maintained at all times when the work to be performed for or by Tenant is in progress. All such insurance shall be obtained from a company authorized to do business in New York and shall provide that it cannot be canceled without thirty (30) days prior written notice to Landlord. All certificates therefor, issued by the insurer and bearing notations evidencing the payment of premiums, shall be delivered to Landlord. Blanket/umbrella coverage shall be acceptable, provided that coverage meeting the requirements of this paragraph is assigned to Tenant’s location at the Premises.

(c) During the period of Alterations, builder’s risk insurance policy, terrorism, covering all physical loss written (a) on a completed value form, (b) on an “All Risk” form (c) with Flood and Earthquake, (d) limits equal to the 100% replacement value, subject to an annual review and increase, at the Landlord’s option, (e) with an agreed amount endorsement or a no-co-insurance clause, (f) with commercially reasonable deductibles, (g) to allow permission to occupy, (h) full terrorism coverage is to be provided covering both certified and non-certified acts provided the same is available at commercially reasonable rates and (i) with soft cost coverage and other risks covered by the usual extended coverage;

(vii) All Alterations to be performed by Tenant shall be done in a manner which will not unreasonably interfere with or unreasonably disturb other tenants and occupants of the Building.

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(viii) The review and/or approval by Landlord, its agents, consultants and/or contractors, of any Alteration or of plans and specifications therefor and the coordination of such Alterations with the Building, as described in part above, are solely for the benefit of Landlord, and neither Landlord nor any of its agents, consultants or contractors shall have any duty toward Tenant with respect to such review and/or approval; nor shall Landlord or any of its agents, consultants and/or contractors be deemed to have made any representation or warranty to Tenant, or have any liability, with respect to the safety, adequacy, correctness, efficiency or compliance with Legal Requirements of any plans and specifications, Alterations or any other matter relating thereto.

(ix) All Alterations shall be made and performed in accordance with the Building Rules and Regulations and in accordance with the approved Tenant’s Plans (and no amendments or additions thereto shall be without the prior consent of Landlord to the extent such approval is required under this Lease). All materials to be incorporated in the Premises as a result of Alterations shall be of good quality. No fixtures, equipment or articles shall be subject to any liens, encumbrances, chattel mortgages or security interests (as such terms are defined in the Uniform Commercial Code as in effect in New York on the date hereof) or any other title retention or security agreement. Promptly following completion of any work performed by Tenant at the Premises, Tenant shall seek to obtain all letters of completion from the DOB, together with any and all other required DOB approvals and approvals from all other governmental agencies having jurisdiction over the Alterations.

C. Tenant agrees to provide in all construction contracts entered into by Tenant:

To the fullest extent permitted by law, Contractor agrees to indemnify, defend and hold harmless Landlord and/or Managing Agent from any and all claims, suits, damages, liabilities, professional fees, including reasonable attorneys’ fees, costs, court costs, expenses and disbursements related to death, personal injuries or property damage (including loss of use thereof) arising out of or in connection with the performance of the work of the Contractor, its agents, servants, subcontractors or employees, or the use by Contractor, its agents, servants, subcontractors or employees, of facilities owned by Landlord. This agreement to indemnify specifically contemplates full indemnity in the event of liability imposed against the Landlord and/or Managing Agent without negligence and solely by reason of statute, operation of law or otherwise, and partial indemnity in the event of any actual negligence on the part of Landlord and/or Managing Agent either causing or contributing to the underlying claim and Landlord is hereby made a third party beneficiary of this indemnity. In that event, indemnification will be limited to any liability imposed over and above that percentage attributable to actual fault, whether by statute, by operation of law or otherwise.

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Contractor shall obtain and maintain at all times during the term of this agreement, at its sole cost and expense, the following insurance (a) workers compensation insurance with statutory limits and employer’s liability coverage of not less than $500,000; (b) commercial general liability insurance with a minimum limit of $1,000,000 per occurrence and $2,000,000 in the aggregate, which insurance shall cover the following: premises and operations liability, products/completed operations, broad form property damage, broad form contractual liability, personal injury and independent contractor’s liability; (c) automobile liability insurance coverage owned, hired and non-owned vehicles, with a minimum limit of liability of $1,000,000; and (d) umbrella liability insurance with a limited of $5,000,000 per occurrence and a general aggregate of $5,000,000. Contractor shall, by specific endorsements to its primary and umbrella/excess liability policy, cause Landlord and Managing Agent to be named as Additional Insureds. Contractor shall, by specific endorsement to its primary liability policy, cause the coverage afforded to the additional insureds thereunder to be primary to and not concurrent with other valid and collectible insurance available to owner and managing Agent. Contractor shall, by specific endorsement to its umbrella/excess liability policy, cause the coverage afforded to the Landlord and Managing Agent thereunder to be first tier umbrella/excess coverage above the primary coverage afforded to Landlord and Managing Agent and to concurrent with or excess to other valid and collectible insurance available to Landlord and Managing Agent.

D. Landlord shall reasonably cooperate with Tenant in connection with obtaining necessary permits for the Alterations, which may include, without limitation, promptly executing applications reasonably required by Tenant for such permits prior to commencement or completion of Landlord’s review of Tenant’s Plans for such Alterations; provided, that (i) execution of any such application by Landlord shall not constitute Landlord’s consent to the proposed Alteration in question or Tenant’s Plans, and (ii) no such application shall include a proposed change in the certificate of occupancy for the Building, except any change to permit the Permitted Use. Further, if, and to the extent, Tenant requests Landlord to execute any applications reasonably required by Tenant for such permits prior to commencement or completion of Landlord’s review of Tenant’s Plans for such Alterations, then any such execution shall be solely as a courtesy to and at the specific request of Tenant, based upon Tenant’s express acknowledgment and agreement of the foregoing clauses “(i)” and “(ii)” and further that: (a) no such Alterations to the Building or Premises shall be performed until such time as (x) consent to Tenant’s Plans with respect to such Alterations has been given by Landlord and (y) Tenant has

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complied fully with all other applicable provisions of the Lease, and (b) Tenant shall not in any manner rely upon Landlord’s execution of such applications in designing or performing any Alterations and shall not assert any claim for costs, expenses, damages or delay in connection therewith arising therefrom. Tenant shall indemnify and hold harmless Landlord from and against any and all costs, expenses or liability, including reasonable attorneys’ fees, for any Alterations performed in or to the Building and/or the Premises by or on behalf of Tenant, its agents, servants, contractors and/or employees, in violation of this Article 6, including, without limitation, all costs, and expenses incurred by Landlord in connection with or arising out of (1) the enforcement of this Article 6, and (2) restoration of any portion of the Building and/or the Premises. The obligation of Tenant contained in this Section 6.D, shall survive the expiration or earlier termination of the Lease.

E. Landlord agrees not to unreasonably withhold its consent to any interior Alterations which do not affect the exterior of the Building or which do not affect the structure of the Building or adversely affect the plumbing or electrical and mechanical systems of the Building. Notwithstanding the foregoing, Landlord agrees Landlord’s consent shall not be required for any interior, non-structural Alterations which do not affect the exterior of the Building or which do not affect the structure or adversely affect the plumbing or electrical and mechanical systems of the Building and do not require a permit from the DOB or other governmental agencies having jurisdiction over the Premises, provided that such Alterations shall be completed in a good and workmanlike manner in accordance with applicable laws and cost less than $150,000.

F. All contractors, subcontractors or materialmen Tenant proposes to employ shall be approved by Landlord, which approval Landlord agrees not to unreasonably withhold, shall be reputable, fully licensed and shall maintain all insurance required hereunder. Tenant shall advise Landlord of the name of its contractor and all subcontractors performing MEP work or work costing more than $25,000 at least ten (10) days prior to the commencement of any work by such contractor or subcontractor in the Premises.

G. Promptly following Landlord’s approval of Tenant’s Plans, Tenant shall secure or cause to be secured, at Tenant’s sole cost and expense, all necessary approvals, including, but not limited to, conditional use permits, building permits, historic landmark reviews, and approvals of Tenant’s Plans from all government authorities having jurisdiction thereover and Tenant shall also secure or cause to be secured all permits and licenses necessary to perform Tenant’s Work or other Alterations proposed to be performed by Tenant, as the case may be, and shall furnish Landlord with copies of Tenant’s Plans as approved by such governmental authorities and copies of such permits and licenses; provided, however, that prior to Tenant or any contractor of Tenant filing any applications with any governmental authorities for such approval or for any permits or licenses required to perform Tenant’s Work, Tenant shall submit copies of such applications to Landlord. Landlord agrees to cooperate with Tenant at no cost, risk or expense to Landlord to facilitate Tenant obtaining the requisite governmental approvals of Tenant’s Plans. Tenant agrees to commence its Alterations promptly after obtaining the aforesaid permits.

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H. Subject to Section 6.K below, Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, subcontractor, mechanic or laborer or permit any materials in the Premises, whether in connection with any Alteration or otherwise, if in Landlord’s reasonable opinion such employment or such materials would interfere, cause any conflict, or create any difficulty, strike or jurisdictional dispute with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others, or would in any way unreasonably disturb the construction, maintenance, cleaning, repair or management of the Building or any other tenants or occupants of the Building. In the event of any such interference or conflict, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference, conflict, difficulty, strike or jurisdictional dispute to leave the Building immediately.

I. Tenant hereby indemnifies, defends and saves harmless Landlord against liability for any and all mechanic’s and other liens filed in connection with any Alteration or repairs undertaken by Tenant hereunder, including, without limitation, the liens of any conditional sales of, or chattel mortgages, title retention agreements, security agreements or financing statements, upon any materials, fixtures, furniture or equipment installed by Tenant in and constituting a part of the Premises. Tenant shall pay promptly the cost of all Alterations and repairs. The obligations under this paragraph to survive the expiration or earlier termination of this Lease.

J. All Tenant’s Property not removed by Tenant on or prior to the Expiration Date or earlier termination of the Term, shall be deemed abandoned and either (1) may be retained by Landlord as its property, or (2) may be disposed of by Landlord, without accountability to Tenant, at Tenant’s expense, in such manner as Landlord may see fit. Whether Landlord retains such abandoned property as its property, or disposes of it as aforesaid, and all costs of removal and repair to the Premises and the Building incurred by Landlord as a result of said abandoned property shall be paid by Tenant to Landlord on demand, which payment obligation shall survive the Expiration Date or earlier termination of the Term.

K. In no event shall Tenant or any of its contractors or subcontractors be required to post a bond or other security in connection with the performance of any Alterations (including with respect to Tenant’s Work), provided, however, and notwithstanding the foregoing, Tenant shall pay the actual out-of-pocket costs of Landlord’s structural and acoustical engineers, subject to Exhibit F annexed hereto, in connection with Tenant’s initial Alterations and all of Landlord’s out-of-pocket costs of architects and engineers in connection with all other Alterations. Under no circumstances, shall Tenant be obligated to utilize union labor in connection with the performance of alterations and in no event shall Tenant utilize union labor without Landlord’s consent.

7. REPAIRS - FLOOR LOAD

A. (i) Landlord shall keep and maintain (and replace as necessary) in good order and state of repair (and in a safe water tight condition) the roof, roof membrane, windows, structural elements, structural walls, mullions, foundation, the exterior walls and any load- bearing interior walls, and the common elements and facilities of the Building (including the repair of the sidewalks and common elevators, egress stairs, sewer and water mains, and all Building systems including, without limitation, electrical, plumbing, mechanical, fire-safety and

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condenser water systems, and the machinery and equipment comprising same to the point of entry, or connection point for such system, in the Premises (other than the distribution portions of the Building’s systems located beyond the point of entry, or connection point for such system, in the Premises) and repair and clean the sidewalks and curbs directly in front of the Premises and remove all snow and ice therefrom. All repairs and replacements shall be made in a good and workmanlike manner consistent with comparable buildings in the vicinity of the Building. Notwithstanding anything to the contrary contained herein, Landlord’s aforesaid obligation shall be performed at the expense of Tenant to the extent that the need for same arises out of a Tenant Omission and Tenant shall reimburse Landlord, as Additional Rent, for the reasonable cost thereof within thirty (30) days after receipt of a bill therefor. A “Tenant Omission” shall mean (1) any installation, alteration or improvement which is performed by Tenant, but which is not performed in a good workmanlike manner; (2) Tenant’s failure to perform its obligations hereunder beyond applicable notice and cure periods, or (3) the negligence, wrongful act or willful misconduct of Tenant, its agents, servants, employees or invitees.

(ii) Except as provided in clause (i) and (ii) above, Tenant shall, at Tenant’s sole cost and expense, throughout the Term, (1) maintain, repair and otherwise take good care of the Premises, its fixtures and appurtenances and Tenant’s storefront and entrance doors thereto; (2) perform routine housekeeping in the Premises to keep the same clean and neat; (3) replace all light bulbs and lighting fixtures in the Premises as and when necessary as well as the electric lines within the Premises supplying electricity thereto; (4) maintain the plumbing supply lines within the Premises serving the bathrooms in the Premises and the plumbing fixtures in such bathrooms; and (5) paint the areas of the Premises visible to the public when necessary to keep such areas neat looking. All maintenance and repairs performed by Tenant shall be of a quality and class equal to the original work or installations in the Building or the Premises, as the case may be, and shall be done in a good and workmanlike manner using new or like new materials.

B. Notwithstanding the foregoing, in addition to Tenant’s obligations to maintain and repair the Premises provided in clause (ii) above in this Lease, all damage or injury to the Building, or to its fixtures, equipment or appurtenances, whether requiring structural or nonstructural repairs, to the extent caused by or resulting from the negligence, wrongful act, or willful misconduct of Tenant or Tenant’s servants, contractors, employees, invitees or licensees, shall be repaired at Tenant’s sole cost and expense. If such damage is non-structural, then such repairs shall be promptly made by Tenant at Tenant’s sole cost and expense. If such damage is structural, then Landlord may, at Landlord’s option, make such repairs and Tenant shall reimburse Landlord, as Additional Rent, for the reasonable cost of such repairs, together with interest thereon calculated at the Interest Rate. Tenant also shall repair all damage to the Building and the Premises caused by the moving of Tenant’s fixtures, furniture or equipment. All the aforesaid repairs shall be of quality or class equal to the original work or construction and shall be made in accordance with the provisions of Article 6 hereof. If Tenant fails after fifteen (15) days’ notice to commence or thereafter to proceed with due diligence to make the repairs required to be made by Tenant hereunder, the same may be made by Landlord, at the expense of Tenant, and the reasonable expenses thereof incurred by Landlord, with interest at the Interest Rate, shall be collectible by Landlord as Additional Rent.

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C. The water and wash closets and other plumbing fixtures shall not be used for any purposes other than those for which they were designed or constructed, and no sweepings, rubbish, rags, acids or other substances shall be deposited therein.

D. Tenant acknowledges that Landlord may install scaffolding or a sidewalk bridge adjacent to the Building in connection with work Landlord may be performing to the Building or portions thereof and/or to comply with applicable Legal Requirements. Tenant agrees that the installation of such sidewalk bridge or scaffolding shall not subject Landlord to any liability to Tenant or give Tenant any right of offset, reduction or claim against Landlord provided Landlord complies with its obligation hereunder. Landlord agrees, however, that such sidewalk bridge or scaffolding shall not block Tenant’s entrances to the Premises, nor shall there be any plywood or enclosures erected in front of the Premises and Landlord will otherwise construct such scaffold or sidewalk bridge in such a way as to minimize interference with access to the Premises. The construction and maintenance of any sidewalk bridges, scaffolding or similar structures at the Building shall be subject to the following conditions: (i) the same must be “double height;” and (ii) Tenant shall be entitled to temporary signage on the portion of the scaffolding immediately adjacent to the Premises at Landlord’s cost. In all cases, Landlord shall give Tenant at least 30 days advance notice (except in an emergency) prior to erecting such scaffolding and/or work promptly and diligently.

E. Tenant, at Tenant’s expense, shall do or cause others to do every act necessary or appropriate for the preservation and safety of the Premises by reason of or in connection with any excavation or other building operation initiated by Tenant, its agents, employees, or contractors upon the Premises or any adjoining property, including without limitation all shoring of foundations and walls of the Improvements or of the ground adjacent thereto, whether or not the Landlord of the Premises shall be required by any Legal Requirement to take such action or shall be liable for failure to do so.

F. Except as otherwise expressly set forth in this Lease, there shall be no allowance to Tenant for a diminution of rental value and no liability on the part of Landlord by reason of inconvenience, annoyance, interruption of, or injury to business arising from Landlord, Tenant or others making, or failing to make, any repairs, alterations, additions or improvements in or to any portion of the Building or the Premises, or in or to fixtures, appurtenances, or equipment thereof.

G. (i) Landlord shall not be liable to Tenant for any damages done or occasioned by or from the electrical system, the heating or cooling system, sprinkler or plumbing systems, nor for damage occasioned by water, snow or ice being upon or coming through the walls, roof, windows, doors, sprinkler pipes, water pipes, sewer pipes or otherwise, in, upon or about the Premises, nor for any damage arising from acts of negligence of other tenants or occupants of the Building, if any; and furthermore, Landlord shall not be liable to Tenant for any damage occasioned by reason of the construction of the Premises or for failure to keep the Premises in repair, unless Landlord is obligated to make such repairs under the terms of this Lease, and unless notice of the need for such repairs has been given to Landlord, in a manner as provided for in this Lease, and a reasonable period has elapsed and Landlord has failed to make such repairs. Landlord shall not be liable for any damage to Tenant’s inventory, trade fixtures,

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furniture, furnishings, floor and wall coverings, special equipment and all other items of personal property of Tenant resulting from water, fire or other hazards, and Tenant hereby releases Landlord from all liability for such damage.

(ii) Tenant agrees, at its own cost and expense and for its own protection, to obtain sprinkler leakage insurance and water damage insurance. The rent payable by Tenant hereunder has been fixed taking into consideration the provisions of this Article, and there shall be no abatement as the result of conditions described herein.

8. TAXES

A. For the purposes of this Lease, the following terms shall have the following meanings:

(i) The term “Impositions” or “Taxes” shall mean all real property taxes, governmental levies, municipal taxes, taxes, fees and assessments that are levied based on the use of water or energy by Landlord and/or the Building, county taxes, business improvement district and special improvement district taxes, payments in lieu of taxes pursuant to any agreement entered into by Landlord, or any other governmental charge, general or special, ordinary or extraordinary, unforeseen as well as foreseen, of any kind or nature whatsoever, which are or may be assessed, levied or imposed upon all or any part of the Real Property and the sidewalks, plazas or streets in front of or adjacent to the Building, including the tax, excise or fee measured or payable with respect to any rent, levied against Landlord and/or the Real Property, under the laws of the United States, the State of New York, City of New York or any political subdivision thereof (but excluding any income, franchise, inheritance, estate, transfer, succession, mortgage, corporate, gains, inheritance, excise, excess profit or gift taxes and late charges/penalties). If any assessments may be payable in installments, the term “Impositions” or “Taxes” for any period shall only include the installments payable during such period and interest charged by the taxing authority. Further, the term “Imposition” or “Taxes” shall not include late payment charges of the taxing authority, unless Tenant has not timely paid “Tax Rent” (as hereinafter defined) hereunder. If because of any change in the taxation of real estate, any other tax or assessment (including, without limitation, any occupancy, gross receipts or rental tax) is imposed upon Landlord or the owner of the Real Property or the occupancy, rents or income therefrom, in substitution for or in addition to, any of the foregoing Taxes, (such as, for example, the Florida sales tax on rents, the Michigan single business tax, the City of Los Angeles gross receipts tax on rents, or the Philadelphia City or School District gross receipts tax, as such taxes are presently computed), such other tax or assessment shall be deemed part of the Taxes, provided the same shall be calculated as if the Real Property were the only property of Landlord. Further, all reasonable expenses, including, without limitation, attorneys’ fees and disbursements, experts, and other witnesses, fees, incurred in contesting the validity or amount of any Taxes or in obtaining a refund of Taxes shall be considered as part of the Taxes for such year. The Taxes shall be initially computed on the basis of the assessed valuation in effect at the time Landlord’s Statement (hereinafter defined) is rendered (as Taxes may have been settled or finally adjudicated prior to such time) regardless of any then pending application, proceeding or appeal respecting the reduction of any such Assessed Valuation, but shall be subject to subsequent adjustment as hereinafter provided.

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(ii) “Landlord’s Statement” shall mean an official statement of Taxes for a Comparison Year and Base Tax Year from the applicable governmental authority and the amount due Landlord hereunder.

(iii) Tenant’s Proportionate Share shall mean 17.7%.

(iv) “Year” shall mean a calendar year.

(v) “Base Year” shall mean the Tax Year July 1, 2011 – June 30, 2012.

(vi) “Tax Year” shall mean the period from July 1 through June 30 or such other period as may be adopted by the City of New York or other taxing authority for the fiscal year for assessing taxes.

(vii) “Comparison Year” shall mean any Tax Year subsequent to the Base Year, for any part or all of which there is an increase in Taxes payable pursuant to subparagraph B below.

(viii) “Assessed Valuation” shall mean the transitional amount for which the Real Property is assessed pursuant to applicable provisions of the New York City Charter and of the Administrative Code of the City of New York for the purpose of imposition of Taxes.

B. Commencing on the Rent Commencement Date, Tenant shall pay to Landlord, at the time or times set forth in Section C below, during each Tax Year occurring during the Term of this Lease, Tenant’s Proportionate Share of the difference between Taxes (i) assessed, levied or imposed during, or with respect to, such Tax Year or any part thereof and (ii) the Taxes for the Base Year (“Tax Rent”). Taxes for the Tax Year in which the Rent Commencement Date or Expiration Date occurs shall be appropriately adjusted. The obligations of the parties hereunder shall survive the expiration or termination of the Term for a period of two (2) years.

C. (i) At any time prior to, during or after any Tax Year or calendar year, Landlord may render to Tenant, a Landlord’s Statement or Statements showing the amount of Tax Rent. Landlord’s failure to render a Landlord’s Statement during or with respect to any Tax Year or year shall not prejudice Landlord’s right to render a Landlord’s Statement during or with respect to any subsequent Tax Year or calendar year as long such Landlord’s Statement is rendered within two (2) years following the applicable Tax Year.

(ii) Within thirty (30) days after delivery of the Landlord’s Statement, Tenant shall pay to Landlord the amount due Landlord as shown on such Landlord’s Statement.

(iii) If the Expiration Date, or Rent Commencement Date, is not the last day of a Tax Year, then the Tax Rent for the Tax Year during which the Expiration Date, or Rent Commencement Date, occurs shall be an amount equal to the product obtained by multiplying (X) the Tax Rent that would have been due hereunder if the Expiration Date or Rent

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Commencement Date was the last day of such Tax Year, by (Y) a fraction, the numerator of which is the number of days in the period beginning on the first (1^st) day of such Tax Year and ending on the Expiration Date or Rent Commencement Date, and the denominator of which is three hundred sixty-five (365) (or three hundred sixty-six (366), if such Tax Year includes the month of February in a leap year).

(iv) At the option of Landlord or Tenant, which may be exercised by 30 days prior written notice to Tenant, Tenant shall pay to Landlord, on the first day of each and every month of the Term, an amount equal to one twelfth (1/12th) of the Tax Rent becoming due within the ensuing twelve months, as reasonably estimated by Landlord. Such estimate, and consequently the monthly installments, may be adjusted at any time by Landlord in good faith but in no event shall Landlord increase the monthly tax estimates more than one time in any twelve month period. Tax payments shall be reconciled annually on a fiscal tax year basis, and if Tenant’s total estimated Tax payments are less than Tenant’s actual obligation, Tenant shall pay to Landlord within thirty (30) days following written demand the difference; if the total estimated Tax payments exceed Tenant’s actual obligation, Landlord may, at its sole discretion, either retain such excess and credit it to future Tenant’s Tax payments or return it to Tenant (provided that if this Lease shall have expired, the amount shall promptly be paid to Tenant). An official certificate or statement issued or given by any sovereign or governmental authority or agency, or any public utility, showing the existence of any Imposition, or interest or penalties thereof, the payment of which is the obligation of Tenant as provided herein, shall be prima facie evidence for all purposes of this Lease of the existence, amount and validity of such Imposition. The obligation of Tenant with respect to such Additional Rent applicable for the last year of the Term of this Lease or part thereof shall survive the expiration of the Term.

D. (i) Only Landlord shall have the right to contest Taxes. In the event that, after a Landlord’s Statement with respect to Taxes has been sent to Tenant, the Assessed Valuation which had been utilized in computing Taxes for a Year is reduced (as a result of settlement, final determination of legal proceedings or otherwise) or Taxes are otherwise reduced (i.e., due to change in tax rate), and as a result thereof a refund of Taxes is actually received by or on behalf of Landlord, then, promptly after receipt of such refund, Landlord shall send Tenant a statement adjusting Taxes for such Year (taking into account the expenses mentioned in the penultimate sentence of Section A of this Article 8) and setting forth Tenant’s Proportionate Share of such refund and Tenant shall be entitled to receive such Tenant’s Proportionate Share by way of a credit against the Rent next becoming due after the sending of such Statement (or paid to Tenant at the end of the Term, provided Tenant is not in default hereunder at such time); provided, however, that Tenant’s share of such refund shall be limited to the amount, if any, which Tenant had theretofore paid to Landlord as increased Rent for such Year on the basis of the Assessed Valuation before it had been reduced.

(ii) Any Landlord’s Statement sent to Tenant shall be conclusively binding upon Tenant unless, within one (1) year after such Landlord’s Statement is sent, Tenant shall send a written notice to Landlord objecting to such Landlord’s Statement and specifying the respects in which such Landlord’s Statement is claimed to be incorrect.

(iii) If the Assessed Valuation for the Base Year is reduced at any time after the date that Landlord gives a Landlord’s Statement to Tenant for a Tax Year, then Landlord shall have the right to give to Tenant a revised Tax Statement that recalculates the Tax Rent for a Tax Year (using the Taxes that reflect such reduction in such Assessed Valuation). Tenant shall pay to Landlord, as Additional Rent, an amount equal to the excess of (i) the Tax Rent as reflected on such revised Landlord’s Statement, over (ii) the Tax Rent as reflected on the prior Landlord’s Statement, within thirty (30) days after Landlord gives such revised Landlord’s Statement to Tenant.

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9. REQUIREMENTS OF LAW

A. Tenant at its sole cost and expense shall comply with all Legal Requirements and Insurance Requirements in respect of, or relating to, the Premises or the use and occupation thereof, abate any nuisance in, on or about the Premises, comply with any order or duty on Landlord or Tenant, and discharge any violations of any Legal Requirements or Insurance Requirements, provided, however, that Tenant shall not be required to make any structural Alterations to the Premises, or capital improvements, to so comply with Legal Requirements and Insurance Requirements unless and to the extent caused by (i) any acts, failure to act or negligence of Tenant, its agents, contractors, subcontractors, invitees or employees, (ii) Tenant’s specific use of the Premises or particular manner of use, (iii) any Alterations made by Tenant and (iv) a breach by Tenant of its obligations under this Lease. Any of the foregoing structural or capital work, other than as described in (i)-(iv) above, shall be Landlord’s responsibility. Tenant shall not do or permit to be done any act or thing upon the Premises which will invalidate or be in conflict with any insurance policies covering the Building and fixtures and property therein; and shall not do, or permit anything to be done in or upon the Premises, or bring or keep anything therein, except as now or hereafter permitted by the Fire Department having jurisdiction over the Premises, New York Board of Fire Underwriters, New York Fire Insurance Rating Organization or other authority having jurisdiction and then only in such quantity and manner of storage as not to increase the rate for fire insurance applicable to the Building, or use the Premises in a manner which shall increase the rate of fire insurance on the Building or on property located therein, over that in similar type buildings or in effect prior to this Lease. Any work or installation made or performed by or on behalf of Tenant or any person claiming through or under Tenant pursuant to this Article shall be made in conformity with, and subject to the provisions of, Article 3 hereof. In any action or proceeding wherein Landlord and Tenant are parties, a schedule of “make up” rates for the Building or the Premises issued by the New York Fire Insurance Rating Organization, or other body fixing such fire insurance rates, shall be conclusive evidence of the facts therein stated and of the several items and charges in the fire insurance rates then applicable to the Premises.

B. In furtherance of the provisions of Section 9.A above, Tenant shall at all times comply with the provisions of Americans with Disabilities Act, Title III (“ADA”) and make all changes and modifications to the Premises required thereby, whether structural or non-structural, in accordance with the provisions of Article 6 hereof and Tenant shall indemnify and hold Landlord harmless from and against any losses, costs, damages or claims of whatever nature, arising out of or in connection with the compliance requirements set forth in the ADA, relating to design, renovation, alteration and/or construction of the Premises.

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10. LIENS

A. Tenant shall not directly or indirectly create or permit to be created or to remain, and shall discharge, any mortgage, lien, security interest, encumbrance or charge created, caused, suffered or permitted by Tenant with respect to the Demised Premises or any part thereof, Tenant’s interest therein, or any Fixed Rent or other Rent payable under this Lease, other than liens for Impositions not yet payable, or payable without the addition of any fine, penalty, interest or cost for nonpayment, or being contested as permitted in Section 10.B below or Article 11 hereof.

B. If, in connection with any Alterations being performed by or for the benefit of Tenant or any subtenant or in connection with any materials being furnished to Tenant or any subtenant, any mechanic’s lien or other lien or charge shall be filed against the Demised Premises or any part thereof, or if any such lien or charge shall be filed or made against Landlord, then Tenant, at Tenant’s expense, within thirty (30) days after notice of such lien from Landlord, shall cause the same to be canceled and discharged of record by payment thereof or filing a bond or otherwise. Tenant promptly and diligently shall defend any suit, action or proceeding which may be brought for the enforcement of such lien or charge; shall satisfy and discharge any judgment entered therein within thirty (30) days after the entering of such judgment by payment thereof or filing a bond or otherwise; and within thirty (30) days after demand shall pay all damages, costs and expenses, including reasonable attorneys’ fees, suffered or incurred by Landlord in connection therewith.

11. PERMITTED CONTESTS

Tenant, at Tenant’s expense, after prior written notice to Landlord, may contest, by appropriate legal proceedings conducted in good faith and with due diligence, the amount or validity or application, in whole or in part, of any Legal Requirement, provided that: (a) Tenant shall first make all contested payments, under protest if Tenant desires, (b) neither the Demised Premises, nor any part thereof or interest therein, nor any Rent would be in any danger of being sold, forfeited, lost or interfered with; (c) no mortgagee or insurer of the Real Property shall require same to be paid; and (d) in the case of a Legal Requirement, Landlord would not be in any danger of any additional civil or criminal liability for failure to comply therewith and the Demised Premises would not be subject to the imposition of any lien as a result of such failure.

12. UTILITY SERVICES

Tenant shall pay all charges for all public or private utility services and all sprinkler systems and protection services at any time rendered to or in connection with the Demised Premises or any part thereof to Landlord or directly to the applicable provider, as the case may be; shall comply with all contracts relating to any such services entered into by Tenant; and shall do all other things required for the maintenance and continuance of all such services.

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13. INSURANCE

A. Tenant, at all times during the Term and at Tenant’s expense, shall provide and maintain in full force and by separate policies:

(i) insurance upon all property owned by Tenant or for which Tenant is legally liable, or which is installed by or on behalf of Tenant, and which is located within the Premises, including, without limitation, on all leasehold improvements, including, without limitation, sign structures, made by or on behalf of Tenant, for full replacement value against damage by fire and extended coverage peril;

(ii) workers’ compensation insurance as required by any applicable law or regulation and in accordance with the laws of the state, territory or province having jurisdiction over Tenant’s employees; and employer’s liability insurance with limits of not less than $1,000,000;

(iii) commercial general liability insurance written on an occurrence basis and in an amount not less than $5,000,000 per occurrence per location or such higher limits as Tenant may carry. Such insurance shall provide premises/operation coverage for (a) bodily injury, property damage, personal injury and advertising injury and (b) all contractual liability for bodily injury, property damage and personal and advertising injury covering indemnification obligations under this Lease. Such insurance may be provided by a combination of a commercial general liability policy and blanket and/or umbrella policies;

(iv) during the period of Alterations, builder’s risk insurance as required by Article 6 hereof;

(v) “All Risk” or “Special Form” property insurance, including the perils of flood earthquake and terrorism for the full insurable value, covering Tenant’s leasehold improvements to the Demised Premises, in an amount equivalent to the insurable value of said property, defined as the cost to replace or reconstruct new without deduction for physical depreciation. The policy is to: (a) contain no coinsurance provisions or in the event of such provision, the coinsurance is to be waived by attachment of an “agreed amount” clause; (b) include joint loss agreement; (c) be written with commercially reasonable deductibles and (d) include business income insurance, including rental value and extra expense, including all of the coverage extensions required above. The amount of insurance purchased shall not be less than the annual rents. Such amount shall be adjusted annually. The policy is to have no time limitation as respects the period of Indemnity (from time of loss until repair or reconstruction of the damaged property, with due diligence and dispatch) and 12 months of Extended Period of Indemnity. The deductible is to be included within and part of the deductible stated in above;

(vi) comprehensive boiler and machinery insurance covering all mechanical and electrical equipment against physical damage, rent losses, improvement losses and covering, without limitation, all tenant improvements and betterments that Tenant is required to insure pursuant to the Lease as long as the Tenant owns or controls the “Boiler & Machinery” (a) on a replacement cost new basis, (b) in an amount reasonably approved by Landlord, (c) to mirror all of the appropriate terms of the “All Risk” Property coverage, and (d) joint loss agreement;

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(vii) business interruption insurance which shall cover, among other things, the Rent which shall be due and payable hereunder during “Tenant’s Restoration Work” (as hereinafter defined); and

(viii) such other or additional insurance as Landlord deems reasonably necessary and which is consistent with insurance then being required to be carried by ground floor tenants in mixed use buildings in Manhattan.

B. Upon the Commencement Date and thereafter not less than thirty (30) days prior to the expiration date of any policy required to be delivered pursuant to this Article 13, Tenant shall deliver to Landlord certificates of insurance with Accord 25 (liability and workers compensation) and Accord 28 (2003) (builders risk, property, business income and boiler and machinery) and the originals of all policies or renewal policies, as the case may be, required by this Lease, bearing notations evidencing the payment of the premiums therefor.

C. If at any time Tenant shall neglect or fail to provide or maintain insurance or to deliver insurance policies in accordance with this Article 13, Landlord may upon ten (10) business days prior notice to Tenant, effect such insurance as agent for Tenant, by taking out policies in companies selected by Landlord, and the amount of the premiums paid for such insurance shall be paid by Tenant to Landlord on demand, as Additional Rent. Landlord, in addition to Landlord’s other rights and remedies, shall be entitled to recover as damages for any breach of this Article 13 the uninsured amount of any loss, liability, damage, claim, costs and expenses suffered or incurred by Landlord.

D. All policies of insurance required in this Lease shall be maintained with insurance companies licensed in the State of New York and have an A.M. Best’s Insurance Rating of A-:IX or better. The policy or policies shall include a loss adjustment clause in favor of the Landlord or its assigns, with loss payable to the Landlord as its interest may appear.

E. All insurance maintained pursuant to the terms of this Lease shall provide that it is primary to and noncontributory with any and all insurance maintained by or afforded to an additional insured under such insurance.

F. All insurance maintained by Tenant pursuant to this Article 13: (a) shall, except for workers’ compensation insurance, name Landlord, Landlord’s managing agent, if any, Landlord’s mortgagee and ground lessor, if any, of which Tenant has notice, the Real Property manager and such other parties as required by Landlord, as additional insureds, as their respective interests may appear, and shall include an effective waiver by the issuer of all rights of subrogation against any named insured or such insured’s interest in the Demised Premises or any income derived therefrom; (b) shall provide, to the extent available, that any losses shall be payable notwithstanding any act or failure to act or negligence of Landlord or Tenant or any other person; and (c) shall provide that the insurance carrier shall provide at least thirty (30) days written notice to Landlord of any cancellation or reduction in amount. Any such insurance, at Tenant’s option, may be provided through a blanket policy or policies, provided such policies shall provide for specific allocation to the Demised Premises of the coverage afforded by such blanket policy or policies, and provided further that such blanket policy or policies give to Landlord no less protection than that which would be afforded Landlord under the above described policies.

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G. The parties hereto shall procure an appropriate clause in, or endorsement on, any fire or extended coverage insurance covering the Premises and the Building and personal property, fixtures and equipment located thereon or therein, pursuant to which the insurance companies waive subrogation, consent to a waiver of right of recovery or permit any other form of release, and having obtained such clauses and/or endorsements of waiver of subrogation or consent to a waiver of right of recovery, each party shall not make any claim against or seek to recover from the other for any loss or damage to its property or the property of others resulting from fire or other hazards covered or required by this Lease to be covered, by such fire and extended coverage insurance to the extent coverage is or would be afforded thereby even if such loss or damage shall have been caused by the fault or negligence of the other party or anyone for whom such party may be responsible, including any other tenants or occupants of the Building. If such waiver of subrogation, consent to a waiver of right of recovery or other form of release is unobtainable each party shall advise the other of such fact and the other party, subject to the provisions of this Section 13.G, shall be named as an additional insured in the policy. If the payment of an additional premium is required for the inclusion of such waiver of subrogation, consent to a waiver of right of recovery or other release provision, or if same are not obtainable and the other party is proposed to be named as an additional insured, each party shall advise the other of the amount of any such additional premiums and the other party at its own election may but shall not be obligated to pay the same. If such other party elects not to pay the same, such other party shall notify the party obtaining the insurance of such fact, in which event the party obtaining the insurance shall have no further obligation to obtain such clauses and/or endorsements or to name such other party as an additional insured under the policy. If the other party is named as an additional insured, the policy shall contain a provision that same shall be non-cancellable with respect to such other party unless thirty (30) days’ prior written notice shall be given to such other party, by certified mail, return receipt requested, which notice shall contain the policy number and the names of the insureds.

14. INDEMNIFICATION BY TENANT

A. Tenant shall not do or permit any act or thing to be done upon the Premises which may subject Landlord, its members, managers, partners, shareholders, officers, directors, employees, agents and mortgagees (including, without limitation, leasing and managing agents) and contractors (collectively, “Indemnitees”) to any liability or responsibility for injury, damages to persons or property or to any liability by reason of any violation of law or of any Legal Requirement (except if the same is the responsibility of Landlord), but shall exercise such control over the Premises as to fully protect Indemnitees against any such liability. Except to the extent any of the following arises from the gross negligence or willful misconduct of the Indemnitees, Tenant shall indemnify, defend and save harmless Indemnitees from and against (i) all claims of whatever nature against Indemnitees arising from any act, omission or negligence of Tenant, its contractors, licensees, agents, servants, employees, invitees, (ii) all claims against Indemnitees arising from any accident, injury or damage whatsoever caused to any person or to the property of any person and occurring during the Term in the Premises and (iii) all claims

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against Indemnitees arising from any accident, injury or damage occurring outside of the Premises but anywhere within or about the Real Property, where such accident, injury or damage results or is claimed to have resulted from an act or omission of Tenant or Tenant’s agents, employees, or visitors, including, without limitation, any claims arising from any act, omission or negligence of Tenant and its invitees. This indemnity and hold harmless agreement shall include indemnity from and against any and all liability, fines, suits, demands, costs and expenses of any kind or nature incurred in or in connection with any such claim or proceeding brought thereon, and the defense thereof including, without limitation, reasonable attorney’s fees and disbursements. Indemnitees, from time to time, may submit to Tenant copies of Indemnitees’ bills in connection with the foregoing. Tenant upon receipt of such bills shall promptly pay to Indemnitees, as Additional Rent, the amount shown on such bills.

B. If any claim, action or proceeding is made or brought against Indemnitees, which claim, action or proceeding the Tenant shall be obligated to indemnify against, pursuant to the terms of this Lease, then, upon demand by Indemnitees, the Tenant, at its sole cost and expense, shall resist or defend such claim, action or proceeding in the Indemnitee’s name, if necessary, by such attorneys as Indemnitees shall reasonably approve; it being understood and agreed that attorneys retained by Tenant’s insurance carrier shall be deemed approved. Notwithstanding the foregoing, the Indemnitee may retain its own attorneys to defend or assist in defending any claim, action or proceeding involving potential liability in excess of the coverage carried by Tenant in which Landlord is named as an additional insured, and the Tenant shall pay the reasonable fees and disbursements of such attorneys.

C. Except to the extent any of the following arises from the negligence or willful misconduct of Tenant or any of its members, managers, partners, shareholders, officers, directors, employees, agents, mortgagees or contractors (collectively, “Tenant Indemnitees”), Landlord shall indemnify, defend and save harmless Tenant Indemnitees from and against all claims of whatever nature against Tenant Indemnitees arising out of the negligence or willful misconduct of Landlord, its contractors, licensees, agents, servants or employees. This indemnity and hold harmless agreement shall include indemnity from and against any and all liability, fines, suits, demands, costs and expenses of any kind or nature incurred in or in connection with any such claim or proceeding brought thereon, and the defense thereof including, without limitation, reasonable attorney’s fees and disbursements.

D. If any claim, action or proceeding is made or brought against Tenant Indemnitees, which claim, action or proceeding Landlord shall be obligated to indemnify against, pursuant to the terms of this Lease, then, upon demand by Tenant Indemnitees, Landlord, at its sole cost and expense, shall resist or defend such claim, action or proceeding in name of Tenant Indemnitees, if necessary, by such attorneys as Tenant Indemnitees shall reasonably approve, it being understood and agreed that attorneys retained by Landlord’s insurance carrier shall be deemed approved. Notwithstanding the foregoing, the Indemnitee may retain its own attorneys to defend or assist in defending any claim, actin or proceeding involving potential liability in excess of the covering carried by Landlord in which Landlord is named as an additional insured, and the Landlord shall pay the reasonable fees and disbursements of such attorneys.

E. The provisions of this Article 14 shall survive the expiration or earlier termination of this Lease.

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15. DAMAGE TO OR DESTRUCTION OF THE DEMISED PREMISES

A. Tenant shall give immediate notice to Landlord in case of fire or accident in or about the Premises. Subject to the provisions of Sections 15.E, F and G hereof, if the Premises shall be damaged by fire or other insurable casualty, provided Tenant is not in monetary default under this Lease beyond the expiration of applicable notice and cure periods, the damages, other than to Tenant’s personal property and leasehold improvements, made by Tenant to the Premises, shall be repaired by and at the expense of Landlord, promptly after the collection of the insurance proceeds attributable to such damage. So long as Tenant is unable to use the Premises and is not open for business as a result of the casualty, no Rent shall be due and payable, and if Tenant is open for business in a portion of the Premises only, and is unable to use the balance of the Premises as a result of the casualty, the Rent shall be reduced in the proportion which the area of the part of the Premises which is not usable by Tenant bears to the total area of the Premises until the earlier of 120 days after (i) completion of Landlord’s repairs or (ii) the date Tenant opens for business in the applicable portion of the Premises. Landlord will not carry insurance of any kind on, and shall have no obligation to repair any damage to, or to replace, any of Tenant’s leasehold improvements or any fixtures, furniture, furnishings, equipment or other property or effects of Tenant; the obtaining of insurance coverage for loss of such leasehold improvements, property or effects of Tenant shall be at the sole cost and expense of Tenant.

B. Intentionally Deleted.

C. Intentionally omitted

D. No penalty, abatement or other credit shall accrue to Tenant’s benefit for reasonable delay which may arise by reason of adjustment of fire insurance proceeds on the part of Landlord and/or Tenant, and for reasonable delay on account of “labor troubles” or any other cause beyond Landlord’s control, but without limiting Tenant’s rent abatement and termination rights specifically provided for herein.

E. Within sixty (60) days following request, Landlord shall notify Tenant of Landlord’s good faith estimate of the time required to repair such damage after receipt of insurance proceeds (“Landlord’s Repair Notice”). If, pursuant to Landlord’s Repair Notice, the repair of any damage which affects the Premises will take in excess of twelve (12) months following the date of receipt of insurance proceeds, Landlord or Tenant shall have the right, by written notice to Landlord delivered within 30 days following the delivery of Landlord’s Repair Notice to terminate this Lease, effective as of the date of such damage. Additionally, if neither Landlord nor Tenant have terminated this Lease pursuant to the provisions set forth above and the repairs are not actually completed on or before twelve (12) months following the date of receipt of insurance proceeds, or the date set forth in Landlord’s Repair Notice, if later, Landlord or Tenant shall have the additional right, upon thirty (30) days’ notice, to terminate this Lease by notice given to Landlord during the first ten (10) business days following the end of such twelve (12) month period unless Landlord substantially completes such repairs within such thirty (30)

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day period. Upon termination as aforesaid, this Lease and the Term hereof shall cease and come to an end, any unearned rent or other charges paid in advance by Tenant shall be refunded to Tenant, any and all insurance proceeds payable with respect to the leasehold improvements constructed by Tenant in the Premises from time to time (including any additional, replacements or renovations thereto) shall be paid to Landlord, and any insurance proceeds payable with respect to Tenant’s personal property, and Tenant’s fixtures and equipment shall be paid to Tenant.

F. Notwithstanding the foregoing, if any damage or destruction to the Premises (i) shall occur during the last two (2) years of the Term, or (ii) shall amount to fifty percent (50%) or more of the replacement cost of the improvements constructed by Tenant within the Premises from time to time (including any additions, replacements or renovations thereto), this Lease may be terminated at Landlord’s or Tenant’s election. Upon termination as aforesaid, this Lease and the Term hereof shall cease and come to an end, any unearned rent or other charges paid in advance by Tenant shall be refunded to Tenant, any and all insurance proceeds paid with respect to the leasehold improvements constructed by Tenant in the Premises from time to time (including any additions, replacements or renovations thereto) shall be paid to Landlord, and any insurance proceeds payable with respect to Tenant’s personal property, and Tenant’s fixtures and equipment shall be paid to Tenant.

Notwithstanding the foregoing, Landlord shall not have the right to terminate this Lease under Section 15.E or Section 15.F(ii) unless it shall simultaneously be terminating leases of tenants occupying at least 70% of the entire square footage of the Building.

G. The parties agree that this Article 15 constitutes an express agreement governing any case of damage or destruction of the Premises or the Building by fire or other casualty, and that any law which provides for such contingency in the absence of an express agreement, now or hereafter in force shall have no application in any such case.

16. TAKING OF THE DEMISED PREMISES

A. Landlord and Tenant shall each notify the other if it becomes aware that any portion of the Building will be taken in condemnation proceedings or by exercise of any right of eminent domain or by private purchase in lieu thereof (any such action being hereinafter referred to as a “Taking”), or if it becomes aware of the commencement of any proceedings which might result in a Taking.

B. In the case of a Taking of (i) the entire Premises or (ii) twenty-five (25%) percent or more of the Premises, if in Tenant’s reasonable opinion, the remaining portion of the Premises is not adequate and suitable for use by Tenant or if access to and egress from the Premises shall be materially blocked in Tenant’s reasonable opinion, this Lease shall terminate as of the date of such Taking. The Taking described in the preceding sentences is herein referred to as a “Total Taking”.

C. In the case of a Taking other than a Total Taking (a “Partial Taking”), this Lease shall remain in full force and effect; provided, however, that the Tenant’s Proportionate Share

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shall be appropriately adjusted; and Landlord, to the extent of the condemnation award, shall proceed with due diligence (i) to perform the repairs and other work necessary to restore the Premises, and the public and common areas of the Building to the condition that they were in immediately prior to the Partial Taking to the extent such restoration is practical, (ii) to restore reasonable means of access to the Premises and (iii) to erect suitable demising walls.

D. If the temporary use or occupancy of all or any part of the Premises shall be condemned or taken for any public or quasi-public use during the Term of this Lease, this Lease shall be and remain unaffected by such condemnation or taking and Tenant shall continue to pay in full the Base Rent, Additional Rent and other sums payable hereunder by Tenant and Tenant shall have the right to appear, claim, prove and receive so much of the award for such taking as represents compensation for use and occupancy of the Premises and, if so awarded, for the taking of Tenant’s office machinery or office equipment and moving expenses, up to and including the date of the expiration of the Term of this Lease or the date of termination of the temporary taking whichever is earlier, and Landlord shall be entitled to appear, claim, prove and receive the entire balance of the award.

In the event of a Total Taking or Partial Taking, Tenant shall have no claim against Landlord for the value of any unexpired portion of the term of this Lease, nor shall Tenant be entitled to any part of the condemnation award or private purchase price. Nothing herein provided shall preclude Tenant from appearing, claiming, proving and receiving in the condemnation proceeding, Tenant’s moving and relocation expenses and the value of Tenant’s inventory.

17. QUIET ENJOYMENT

Landlord covenants that so long as this Lease is in full force and effect and Tenant is not in default hereunder in the payment of any Rent or compliance with or the performance of any of the terms, covenants or conditions of this Lease on Tenant’s part to be complied with or performed, beyond applicable notice and/or cure periods, Tenant shall have use of the Demised Premises and Tenant shall not be hindered or molested by Landlord or any party claiming through or under Landlord or any party claiming through or under Landlord in Tenant’s enjoyment of the Demised Premises, subject to the provisions of this Lease.

18. INTENTIONALLY DELETED

19. EVENTS OF DEFAULT AND TERMINATION

If any one or more of the following events (“Events of Default”) shall occur:

A. if Tenant shall fail to pay any Fixed Rent when the same becomes due and payable, unless Tenant cures said failure within five (5) business days after notice of such failure is given to Tenant; or

B. if Tenant shall fail to pay any Rent, other than Fixed Rent, when and as the same becomes due and payable and such failure shall continue for more than five (5) business days after notice of such failure is given to Tenant; or

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C. if Tenant shall fail to comply with or perform any term, covenant or condition of Article 29, and such failure shall continue for more than ten (10) business days after Tenant receives notice of such failure; or

D. if Tenant shall fail to comply with or perform any other term, covenant or condition hereof, and such failure shall continue for more than thirty (30) days after notice thereof from Landlord, or if such default cannot, with due diligence, be cured within such thirty (30) day period, Tenant within said period, shall not commence with due diligence and dispatch the curing of such default, or, having so commenced, thereafter shall fail or neglect to prosecute or complete with due diligence and dispatch the curing of such default; or

E. if Tenant shall admit, in writing, that it is unable to pay its debts as such debts become due; or

F. if Tenant shall make a general assignment for the benefit of creditors; or

G. if Tenant shall file a voluntary petition under Title 11 of the United States Code or if such petition is filed against Tenant and an order for relief is entered, or if Tenant shall file any petition or answer seeking, consenting to or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under present or any future federal bankruptcy code or any other present or future applicable federal, state or other statute or law, or shall seek or consent to or acquiesce in or suffer the appointment of any trustee, receiver, custodian, assignee, sequestrator or liquidator or other similar official of Tenant or of all or any substantial part of its properties or of the premises or any interest of Tenant therein or if Tenant shall take any corporate action in furtherance of any action described in Sections F, G or H of this Article 19; or

H. if within sixty (60) days after the commencement of any proceeding against Tenant seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future federal bankruptcy code or any other present or future applicable federal, state or other statute or law, such proceeding shall not have been dismissed, or if, within sixty (60) days after the appointment, without the consent or acquiescence of Tenant, of any trustee, receiver, custodian, assignee, sequestrator or liquidator or other similar official of Tenant or of all or any substantial part of its properties or of the Premises or any interest of Tenant therein, such appointment shall not have been vacated or stayed on appeal or otherwise, or if, within thirty (30) days after the expiration of any such stay, such appointment shall not have been vacated; or

I. if a levy under execution or attachment shall be made against Tenant relating to its interest in the Premises, and such execution or attachment shall not be vacated or removed by court order, bonding or otherwise within sixty (60) days.

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20. REMEDIES AND DAMAGES

A. (i) If an Event of Default shall occur and be continuing, Landlord, at any time thereafter, at its option, may terminate this Lease and the Term by giving Tenant five (5) days’ notice of Landlord’s intention to do so, and upon the giving of such notice, this Lease and the Term and all rights of Tenant under this Lease shall expire and terminate as if the date on which the Event of Default occurred were the date herein definitely fixed for the expiration of the Term and Tenant immediately shall quit and surrender the Premises, but Tenant shall remain liable for damages as hereinafter provided. Anything contained herein to the contrary notwithstanding, if such termination shall be stayed by order of any court having jurisdiction over any proceeding described in subsections H or I of Article 19 hereof, or by federal or state statute then, following the expiration of any such stay, or if the trustee appointed in any such proceeding, Tenant or Tenant as debtor-in-possession shall fail to assume Tenant’s obligations under this Lease within the period prescribed therefor by law or within 120 days after entry of the order for relief or as may be allowed by the court, or if said trustee, Tenant or Tenant as debtor-in-possession shall fail to provide adequate protection of Landlord’s right, title and interest in and to the Premises or adequate assurance of the completion and continuous future performance of Tenant’s obligations under this Lease as provided in Section M of this Article 20, Landlord, to the extent permitted by law or by leave of the court having jurisdiction over such proceeding, shall have the right, at its election, to terminate this Lease on five days’ notice to Tenant, Tenant as debtor-in-possession or said trustee, and upon the expiration of said five day period this Lease shall cease and expire as aforesaid and Tenant, Tenant as debtor-in-possession and/or said trustee shall immediately quit and surrender the Premises as aforesaid.

(ii) If an Event of Default described in Section A of Article 19 hereof shall occur, or if this Lease shall be terminated as provided in Section A(i) of this Article 20, Landlord, in addition to any other rights or remedies it may have, shall, after five days written notice to Tenant, have the right of lawful reentry pursuant to legal proceedings and may remove all persons and property from the Premises and such property may be removed and stored in a public warehouse or elsewhere at the cost and for the account of Tenant, without being deemed guilty of trespass, or becoming liable for any loss or damage which may be occasioned hereby.

B. (i) If this Lease shall be terminated as provided in Section A(i) of this Article 20 and/or Tenant shall be dispossessed by summary proceedings as provided in Section A(ii) of this Article 20:

(a) Tenant shall immediately pay Rent due through the date of termination, and any other sums which may be due Landlord hereunder and surrender possession and vacate the Premises immediately, and deliver possession thereof to Landlord, and hereby grants to Landlord full and free license to enter into and upon the Premises in such event with process of law and to expel or remove Tenant and any others who may be occupying or within the Premises, and to remove any and all property therefrom, without being deemed in any manner guilty of trespass, eviction or, forcible entry or detainer, and without relinquishing Landlord’s rights to Rent or any other right given to Landlord hereunder or by operation of law. Tenant expressly waives the service of any demand for the payment of Rent or for possession and the service of any notice of Landlord’s election to terminate this Lease or reenter the Premises, except as provided for in Section 20A(i) and agrees that the simple breach of any

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covenants or provisions of this Lease by Tenant shall, of itself, without the service of any notice or demand whatsoever, except as provided in Article 19, constitute an unlawful retainer by Tenant of the Premises within the meaning of the Statutes of the State of New York;

(b) If an Event of Default occurs, and Landlord elects to terminate Tenant’s right to possession only, without terminating the Lease, Landlord may, at Landlord’s option, enter into the Premises, remove Tenant’s signs and other evidence of tenancy, and take and hold possession thereof without such entry and possession terminating the Lease or releasing Tenant, in whole or in part from Tenant’s obligation to pay the Rent hereunder for the full Term, and in any such case Tenant shall pay forthwith to Landlord, a sum equal to the Rent due through the date of termination, plus any other sums then due hereunder. Upon and after entry into possession of the Premises without termination of the Lease, Landlord may, but need not relet the Premises or any part thereof, with or without any furniture that may be therein, as the agent for Tenant, to any person, firm or corporation other than Tenant for such Rent, for such time and upon such terms as Landlord in Landlord’s reasonable discretion shall determine; but Landlord shall not be required to accept any tenant offered by Tenant or to observe any instructions given by Tenant about such reletting. In any such case, Landlord may make repairs, alterations and additions in or to the Premises and redecorate the same to the extent deemed by Landlord necessary or desirable at commercially reasonable costs, and Tenant shall, upon demand, pay the cost thereof, together with Landlord’s reasonable expenses of the reletting. If the consideration collected by Landlord upon any such reletting for Tenant’s account is not sufficient to pay monthly, the amount of the Rent reserved in the Lease, together with the reasonable costs of repairs, alterations, additions, redecorating and Landlord’s expenses, Tenant shall pay to Landlord the amount of each monthly deficiency upon demand; and if the consideration so collected from any such reletting is more than sufficient to pay the full amount of the Rent reserved herein, together with the costs and expenses of Landlord, such excess shall be retained by Landlord;

(c) Any and all property which may be removed from the Premises by Landlord pursuant to the authority of this Lease or of law (subject to the last sentence of this Section (e)), to which Tenant is or may be entitled, may be handled, removed or stored by Landlord at the risk, cost and expense of Tenant, and Landlord shall in no event be responsible for the value, preservation or safekeeping thereof. Tenant shall pay to Landlord, upon demand, all reasonable expenses incurred in such removal and all storage charges against such property so long as the same shall be in Landlord’s possession or under Landlord’s control. Landlord may place such property in storage for the account of, and at the expense of Tenant, and if Tenant fails to pay the cost of storing such property after it has been stored for a period of ninety (90) days or more, Landlord may sell any or all of such property in such manner and at such times and places as Landlord in its sole discretion may deem proper, without notice to or demand upon Tenant for the payment of any part of such charges or the removal of any of such property and shall apply the proceeds thereof, first to such sale, including reasonable attorney’s fees; second, to the payment of the costs and charges of storing any property; third, to the payment of any other sums of money which may then or thereafter be due to Landlord from Tenant under any of the terms hereof, and fourth, the balance, if any, to Tenant. The removal and storage of Tenant’s Property as above provided shall not constitute a waiver of Landlord’s lien thereon.

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(d) Landlord may repair and alter the Premises in such manner as Landlord may deem necessary or advisable without relieving Tenant of any liability under this Lease or otherwise affecting any such liability, and/or let or relet the Premises or any parts thereof for the whole or any part of the remainder of the Term or for a longer period, in Landlord’s name or as agent for Tenant, and out of any rent and other sums collected or received as a result of such reletting Landlord shall: (i) first, pay to itself the cost and expense of terminating this Lease, reentering, retaking, repossessing, repairing and/or altering the Premises, or any part thereof, and the cost and expense of removing all persons and property therefrom, including in such costs, reasonable and customary brokerage commissions, legal expenses and attorneys’ fees and disbursements, (ii) second, pay to itself the cost and expense sustained in securing any new tenants and other occupants, including in such costs reasonable and customary brokerage commissions, legal expenses and attorney’s fees and disbursements and other expenses of preparing the Premises for reletting, and, if Landlord shall maintain and operate the Premises, the cost and expense of operating and maintaining the Premises, and (iii) third, pay to itself any balance remaining on account of the liability of Tenant to Landlord. Landlord in no way shall be responsible or liable for any failure to relet the Premises or any part thereof, or for any failure to collect any rent due on any such reletting, and no such failure to relet or to collect rent shall operate to relieve Tenant of any liability under this Lease or to otherwise affect any such liability;

(ii) No termination of this Lease pursuant to Section 20A(i) or (ii) and no taking possession of and/or reletting the Premises, or any part thereof, pursuant to Section 20.A(ii) and Section 20.B(i)(2), shall relieve Tenant of its liabilities and obligations hereunder, all of which shall survive such expiration, termination, repossession or reletting.

(iii) At any time after such expiration, termination or repossession, whether or not Landlord shall have collected any current damages as aforesaid, Landlord, at Landlord’s option, shall be entitled to recover from Tenant, and Tenant shall pay to Landlord on demand, as and for liquidated and agreed final damages for Tenant’s default and in lieu of all current damages beyond the date of such demand, an amount equal to the excess, if any, of (a) all Rent which would be payable under this Lease from the date of such demand (or, if it be earlier, the date to which Tenant shall have satisfied in full Tenant’s obligation under the preceding paragraph of this Article 20 to pay current damages) until what would be the then unexpired Term in the absence of such expiration, termination or repossession, over (b) the then fair net rental value of the Demised Premises for the same period, all as discounted to present value at the rate of eight (8%) percent per annum. In determining said fair net rental value, the rent realized by any reletting of the Demised Premises, if such reletting is upon terms (other than rental amounts) generally comparable to the terms of this Lease, shall be deemed to be said fair net rental value. Upon the payment of such final damages, this Lease, if not already terminated, shall be deemed terminated. If any statute or rule of law shall validly limit the amount of such liquidated final damages to less than the amount above agreed upon, Landlord shall be entitled to the maximum amount allowable under such statute or rule of law.

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C. In the event of any termination of this Lease under the provisions hereof or under any summary dispossess or other proceeding or action or any provision of law, or in the event that Landlord shall re-enter the Demised Premises under the provisions of this Lease, Tenant shall pay to Landlord as damages, at the election of Landlord, either:

(i) a sum which at the time of such termination of this Lease or at the time of any such re-entry by Landlord, as the case maybe, represents the then value of the excess, if any, of (a) the aggregate of the installments of Fixed Rent and the Additional Rent which would have been payable hereunder by Tenant, had this Lease not so terminated, for the period commencing with such earlier termination of this Lease or the date of any such re-entry, as the case may be, and ending with the date hereinbefore set for the expiration of the Term, over (b) the aggregate fair market rental value of the Demised Premises for the same period (the amounts of each of clauses (a) and (b) being first discounted to present value at an annual rate equal to the then prevailing discount rate announced by the Federal Reserve Bank; or

(ii) sums equal to the aggregate of the installments of Fixed Rent and Additional Rent which would have been payable by Tenant had this Lease not so terminated, or had Landlord not so re-entered the Demised Premises, payable upon the due dates therefor specified herein following such termination or such re-entry and until the date hereinbefore set for the expiration of the full Term hereby granted; provided, however, that if Landlord shall relet the Demised Premises during said period, Landlord shall credit Tenant with the net rents received by Landlord from such reletting, such net rents to be determined by first deducting from the gross rents as and when received by Landlord from such reletting the commercially reasonable, actual, out-of-pocket expenses incurred or paid by Landlord in terminating this Lease and of re-entering the Demised Premises and of securing possession thereof, including reasonable attorneys’ fees and costs of removal and storage of Tenant’s property, as well as the commercially reasonable, actual, out-of-pocket expenses of reletting, including repairing, restoring and improving the Demised Premises for new tenants, brokers’ commissions, advertising costs, reasonable attorneys’ fees and disbursements, and all other similar or dissimilar expenses chargeable against the Demised Premises and the rental therefrom in connection with such reletting, it being understood that such reletting may be for a period equal to or shorter or longer than the remaining term of this; and provided further, that (a) in no event shall Tenant be entitled to receive any excess of such net rents over the sums payable by Tenant to Landlord hereunder, (b) in no event shall Tenant be entitled in any suit for the collection of damages pursuant to this subdivision (ii) to a credit in respect of any net rents from a reletting except to the extent that such net rents are actually received by Landlord prior to the commencement of such suit, and (c) if the Demised Premises or any part thereof should be relet in combination with other space, then proper apportionment on a square foot area basis shall be made of the rent received from such reletting and of the expenses of reletting, or if relet for a period longer than the remaining term of this Lease, the expenses of reletting shall be apportioned based on the respective periods.

D. Suit or suits for the recovery of such damages, or any installments thereof, may be brought by Landlord from time to time at Landlord’s election, and nothing contained herein shall be deemed to require Landlord to postpone suit until the date when the term of this Lease would have expired if it had not been terminated under the provisions of Article 19, or under any provision of law, or had Landlord not re-entered the Demised Premises.

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E. Nothing contained in this Article 20 shall be construed as limiting or precluding the recovery by Landlord against Tenant of any payments or damages to which, in addition to the damages particularly provided above, Landlord may lawfully be entitled by reason of any default hereunder on the part of Tenant (other than acceleration of rent except as provided in C above). The failure or refusal of Landlord to relet the Demised Premises or any part or parts thereof, or the failure of Landlord to collect the rent therefor under such reletting, shall not release or affect Tenant’s liability for damages.

F. To the extent not prohibited by law, Tenant hereby waives and releases all rights now or hereafter conferred by statute or otherwise which would have the effect of limiting or modifying any of the provisions of this Article 20. Tenant shall execute, acknowledge and deliver any instruments which Landlord may request, whether before or after the occurrence of an Event of Default, evidencing such waiver or release.

G. The rent payable by Tenant hereunder and each and every installment thereof, and all costs, attorneys, fees and disbursements and other expenses which may be incurred by Landlord in enforcing the provisions of this Lease or on account of any delinquency of Tenant in carrying out the provisions of this Lease shall be and they hereby are declared to constitute a valid lien upon the interest of Tenant in this Lease and in the Premises.

H. Tenant shall reimburse Landlord for all sums so paid by Landlord and all reasonable costs and expenses reasonably incurred by Landlord in connection with the making of any payments, the performance of any act or other steps taken by Landlord pursuant to this Article 20, within thirty (30) days after demand, if Landlord is the prevailing party. All sums so advanced shall bear interest at the Interest Rate.

I. Nothing contained in this Article 20 shall limit or prejudice the right of Landlord to prove and obtain as liquidated damages in any bankruptcy, insolvency, receivership, reorganization or dissolution proceeding an amount equal to the maximum allowed by a statute or rule of law governing such proceeding and in effect at the time when such damages are to be proved, whether or not such amount shall be greater than, equal to or less than the amount of the damages referred to in any of the preceding sections of this Article 20.

J. No receipt of monies by Landlord from Tenant after the termination of this Lease, or after the giving of any notice of the termination of this Lease (unless such receipt cures the Event of Default which was the basis for the notice), shall reinstate, continue or extend the Term or affect any notice theretofore given to Tenant, or operate as a waiver of the right of Landlord to enforce the payment of Rent payable by Tenant hereunder or thereafter falling due, or operate as a waiver of the right of Landlord to recover possession of the Premises by proper remedy, except as herein otherwise expressly provided. After the service of notice to terminate this Lease or the commencement of any suit or summary proceedings, or after a final order or judgment for the possession of the Premises, Landlord may demand, receive and collect any monies due or thereafter falling due without in any manner affecting such notice, proceeding, order, suit or judgment, all such moneys collected being deemed payments on account of the use and occupation of the Premises or, at the election of Landlord, on account of Tenant’s liability hereunder.

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K. Tenant, for and on behalf of itself and all persons claiming through or under Tenant, also waives any and all right of redemption provided by any law or statute now in force or hereafter enacted or otherwise, for re-entry or repossession or to restore the operation of this Lease in case Tenant shall be dispossessed by a judgment or by warrant of any court or judge or in case of re-entry or repossession by Landlord or in case of any expiration or termination of this Lease. The terms “enter”, “re-enter”, “entry” or “re-entry” as used in this Lease are not restricted to their technical legal meaning.

L. No failure by either Landlord or Tenant to insist upon the strict performance of any covenant, agreement, term or condition of this Lease or the Rules and Regulations or to exercise any right or remedy consequent upon a breach thereof, and no acceptance by Landlord of full or partial Rent during the continuance of any such breach, shall constitute a waiver of any such breach or of such covenant, agreement, term or condition or prevent a subsequent act, which would have originally constituted a violation from having all force and effect of any original violation. No covenant, agreement, term or condition of this Lease to be performed or complied with by Landlord or Tenant and no breach thereof, shall be waived, altered or modified except by a written instrument executed by the other party. No waiver of any breach shall affect or alter this Lease, but each and every covenant, agreement, term and condition of this Lease shall continue in full force and effect with respect to any other then existing or subsequent breach thereof.

M. If an order for relief is entered, or if any stay or other act becomes effective in favor of Tenant or Tenant’s interest in this Lease in any proceeding which is commenced by or against Tenant under the present or any future federal bankruptcy code or any other present or future applicable federal, state or other statute or law, Landlord shall be entitled to invoke any and all rights and remedies available to it under such bankruptcy code, statute, law or this Lease, including, without limitation, such rights and remedies as may be necessary to adequately protect Landlord’s right, title and interest in and to the Premises or any part thereof and adequately assure the complete and continuous future performance of Tenant’s obligations under this Lease. Adequate protection of Landlord’s right, title and interest in and to the Premises, and adequate assurance of the complete and continuous future performance of Tenant’s obligations under this Lease shall include, without limitation, the following requirements:

(i) the payment of Landlord’s legal fees in connection with any bankruptcy proceeding;

(ii) that Tenant comply with all of its obligations under this Lease;

(iii) that Tenant pay to Landlord, on the first day of each month occurring subsequent to the entry of such order, or the effective date of such stay, a sum equal to the amount by which the Premises diminished in value during the immediately preceding monthly period, but, in no event, an amount which is less than the aggregate Rent payable for such monthly period;

(iv) that Tenant continue to use the Premises in the manner required by this Lease;

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(v) that Landlord be permitted to review the performance of Tenant’s obligations under this Lease;

(vi) that Tenant pay to Landlord within thirty (30) days after entry of such order or the effective date of such stay, as partial adequate protection against future diminution in value of the Premises and adequate assurance of the complete and continuous future performance of Tenant’s obligations under this Lease, a security deposit in an amount equal to twelve months Fixed Rent and Additional Rent then payable hereunder;

(vii) that Tenant has and will continue to have unencumbered assets after the payment of all secured obligations and administrative expenses to assure Landlord that sufficient funds will be available to fulfill the obligations of Tenant under this Lease; and

(viii) that if Tenant’s trustee, Tenant or Tenant as debtor-in-possession assumes this Lease and proposes to assign the same (pursuant to Title 11 U.S.C. §365, or as the same may be amended) to any person who shall have made a bona fide offer to accept an assignment of this Lease on terms acceptable to the trustee, then notice of such proposed assignment, setting forth (1) the name and address of such person, (2) all of the terms and conditions of such offer, and (3) the adequate assurance to be provided Landlord to assume such person’s future performance under this Lease, including, without limitation, the assurances referred to in Title 11 U.S.C. §365(b)(3), as it may be amended, shall be given to Landlord by the trustee, Tenant or tenant as debtor-in-possession no later than thirty (30) days after receipt by the trustee, Tenant or tenant as debtor-in-possession of such offer, but in any event no later than ten (10) days prior to the date that the trustee, Tenant or Tenant as debtor-in-possession shall make application to a court of competent jurisdiction for authority and approval to enter into such assignment and assumption, and Landlord shall thereupon have the prior right and option, to be exercised by notice to the trustee given at any time prior to the effective date of such proposed assignments, to accept, or to cause Landlord’s designee to accept, an assignment of this Lease upon the same terms and conditions and for the same consideration, if any, as the bona fide offer made by such person less any brokerage commissions which may be payable out of consideration to be paid by such person for the assignment of this Lease.

N. Tenant hereby waives trial by jury in any action, proceeding or counterclaim brought by Landlord on any matters whatsoever arising out of or in any way connected with this Lease, the relationship of Landlord and Tenant, Tenant’s use or occupancy of the Premises, and/or any claim of injury or damage, or for the enforcement of any remedy under any statute, emergency or otherwise. If Landlord commences any summary proceeding for nonpayment of rent, Tenant will not interpose any non-mandatory counterclaim of whatever nature or description in any such proceeding.

O. Notwithstanding anything to the contrary set forth in this Lease, Landlord agrees that as to Tenant, Landlord shall not have any right to sue for or collect, and Tenant shall never have any liability or responsibility whatsoever for, any consequential or indirect damages, including, without limitation, lost profits, whether proximately or remotely related to any default of Tenant under this Lease, and Landlord hereby waives any and all such rights, except as set forth in Article 36.

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21. FEES AND EXPENSES

Upon an Event of Default which is continuing, Landlord may, but shall be under no obligation to, at any time thereafter on twenty (20) days’ notice (or upon shorter notice, or without notice, if necessary to meet an emergency situation or time limitation of a Legal Requirement) make such payment or perform or cause to be performed such work, labor, services, acts or things, and take such other steps as Landlord may deem advisable, to comply with any such term, covenant or condition which is in default. Entry by Landlord upon the Demised Premises for such purpose shall not waive or release Tenant from any obligation or default hereunder. Tenant shall reimburse Landlord, as Additional Rent, for all reasonable sums so paid by Landlord and all reasonable costs and expenses incurred by Landlord in connection with the making of any payments, the performance of any act or other steps taken by Landlord pursuant to this Article 21 within thirty (30) days after demand. All sums so advanced shall bear interest at the Interest Rate from the date advanced.

22. ASSIGNMENT OF SUBRENTS

Tenant hereby irrevocably assigns to Landlord all rents due or to become due from any assignee of Tenant’s interest hereunder and any subtenant or any tenant or occupant of the Demised Premises or any part thereof, together with the right to collect and receive such rents, provided that, so long as Tenant is not in default under this Lease, beyond the expiration of any applicable notice, cure and/or grace periods, Tenant shall have the right to collect such rents for Tenant’s own use and purposes. Upon any Event of Default, Landlord shall have absolute title to such rents and the absolute right to collect the same. Landlord shall apply to the Rent due under this Lease the net amount (after deducting all costs and expenses incident to the collection thereof and the operation and maintenance, including repairs, of the Demised Premises) of any rents so collected and received by Landlord. Tenant shall not demand or accept from any subtenant, tenant or occupant of the Demised Premises or any part thereof, any payment, prepayment or advance payment in respect of more than one rental period under the applicable sublease and in no event shall Tenant demand or accept any payment, prepayment or advance payment for a period exceeding one month, other than a security deposit.

23. LANDLORD’S FEES

If Landlord is made or otherwise becomes a party to any litigation commenced by or against Tenant involving the enforcement of any of the rights and remedies of Landlord, or arising on account of the default of Tenant in the performance of Tenant’s obligations hereunder, or otherwise, then Tenant shall pay to Landlord, as additional rent, the costs and reasonable attorneys’ fees incurred by Landlord in connection with such litigation, if Landlord is the prevailing party.

24. ACCESS TO PREMISES

Tenant shall permit Landlord, Landlord’s agents and public utilities servicing the Building to erect, construct, use and maintain, concealed ducts, pipes, conduits, supports, beams and wiring, in and through the Premises as Landlord may deem reasonably necessary or

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desirable for the Premises or for any portion of the Building which do reduce the useable areas or efficiency of the Premises, other than to a de minimis extent. Upon 72 hours prior notice to Tenant, Landlord or Landlord’s agents shall have the right to enter the Premises at all reasonable times accompanied by a representative of Tenant (i) to examine the same, (ii) to show them to prospective purchasers, mortgagees or lessees (during the last 6 months of the term hereof) of the Building or space therein, (iii) to make such repairs, as Landlord may deem reasonably necessary, to the Premises or to any other portion of the Building as may be required by Landlord to make under the terms of this Lease, (iv) to make such decorations, repairs, alterations, improvements or additions therein, which Landlord may elect to perform following Tenant’s failure to make repairs or perform any work which Tenant is obligated to perform under this Lease, after applicable notice and cure periods or (v) to make such decorations, repairs, alterations, improvements or additions as may be required for the purpose of complying with laws, regulations or other requirements of government authorities or insurance bodies having jurisdiction over the Premises or the Building. In connection with the work to be performed pursuant to clauses (i), (ii), (iii) or (v) above, Landlord agrees to use commercially reasonable efforts, without being required to use overtime labor, to minimize any interference with the conduct of Tenant’s business on the Premises, and shall be allowed to take all material and equipment into and upon the Premises that may be required therefor without the same constituting an eviction or constructive eviction of Tenant in whole or in part and the Rent shall in no wise abate while said decorations, repairs, alterations, improvements, or additions are being made, by reason of loss or interruption of business of Tenant, or otherwise, and Landlord shall carry out such access and/or work promptly and diligently; shall consult with Tenant and shall make reasonable efforts to schedule such work in a manner, and in such locations, as to create the least practicable interference with Tenant and/or Tenant’s use of the Premises, business operations, ingress and egress and/or signage. If Tenant shall not be personally present to open and permit an entry into the Premises, at any time, when for any reason an entry therein shall be necessary or permissible, Landlord or Landlord’s agents may enter the same by a master key, without rendering Landlord or such agents liable therefore if during such entry Landlord or Landlord’s agents shall accord reasonable care to Tenant’s property, and without in any manner affecting the obligations and covenants of this Lease. Nothing contained in this Article 24, however, shall be deemed or constructed to impose upon Landlord any obligation, responsibility or liability whatsoever for the care, supervision or repair of the Building or any part thereof, other than as provided in this Lease.

Landlord shall also have access at all times during the Term of this Lease over the stairwells shown on Exhibit A, for access to Landlord’s portion of the cellar not demised hereunder.

25. SURVIVAL OF TENANT’S OBLIGATIONS AND DAMAGES

No expiration of the Term (except as expressly provided herein) shall relieve Tenant or Landlord of Tenant’s or Landlord’s obligations or liabilities which occurred hereunder prior thereto, all of which shall survive such expiration, termination or repossession.

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26. INJUNCTION

Landlord, in addition to all other rights, powers and remedies and notwithstanding the concurrent pendency of summary or other dispossess proceedings, at Landlord’s option, shall have the right at all times during the Term, to restrain by injunction any violation by Tenant of any of the terms, covenants or conditions of this Lease beyond applicable notice and cure periods.

27. TENANT’S SELF-HELP RIGHTS

A. Subject to the provisions of this Article 27, except in the event of a fire, casualty or condemnation (for which the provisions of Articles 15 and/or Article 16 of this Lease shall apply), if Landlord fails to make any repair or provide any service which Landlord is obligated to perform or provide under this Lease, and such failure by Landlord is not the result of a Tenant Omission or Unavoidable Delay, Tenant shall have the right (but not the obligation) to perform and fulfill Landlord’s obligation with respect thereto in accordance with the provisions of this Article 27. The extent of the work performed by Tenant in curing any such Landlord default shall not exceed the work that is reasonably necessary to effectuate such remedy and the cost of such work shall be reasonable under the circumstances. Notwithstanding anything to the contrary contained herein, Tenant shall not be entitled to cure any default of Landlord if (i) such cure requires access to the premises of other tenants or occupants of the Building, or (ii) the performance of such cure would require access to Building Equipment that services tenants other than Tenant or in addition to Tenant or would impair or disrupt services to the tenants of the Building. The defaults of Landlord that Tenant is permitted to cure in accordance with the provisions of this Section 27.A are hereinafter referred to as “Self-Help Items.”

B. If Tenant believes that Landlord has failed to perform any Self-Help Item as required by this Lease and the first sentence of Section 27.A hereof, then Tenant may give Landlord a notice (herein called a “Self-Help Notice”) of Tenant’s intention to perform such Self-Help Item on Landlord’s behalf, which Self-Help Notice shall contain a statement in bold type and capital letters at the top of such Self-Help Notice and on the envelope containing such Self-Help Notice stating “THIS IS A TIME SENSITIVE SELF-HELP NOTICE AND LANDLORD SHALL BE DEEMED TO WAIVE ITS RIGHTS IF IT FAILS TO RESPOND IN THE TIME PERIOD PROVIDED” as a condition to the effectiveness thereof. If, within ten (10) days after its receipt of such Self-Help Notice, Landlord fails to either (i) commence (and thereafter continue to diligently perform) the cure of such Self-Help Item or (ii) give a notice to Tenant, which in good faith disputes Tenant’s right to perform the cure of such Self-Help Item pursuant to the terms of this Article 27 and submits such dispute to an Expedited Arbitration Proceeding, Tenant shall have the right, but not the obligation, to commence and thereafter diligently prosecute the cure of such Self-Help Item in accordance with the provisions of this Article 27 at any time thereafter, but prior to the date on which Landlord commences to cure such Self-Help Item. Upon completion of the cure of such Self-Help Item, as provided herein, by Tenant, Tenant shall give notice thereof (the “Self-Help Item Completion Notice”) to Landlord, together with a copy of paid invoices setting forth the reasonable out-of-pocket costs and expenses incurred by Tenant to complete such Self-Help Item (herein called the “Self-Help Amount”). Landlord shall reimburse Tenant the Self-Help Amount, plus interest accruing thereon at the Interest Rate from the date of payment by Tenant until reimbursed in full to

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Tenant, within thirty (30) days after receipt of the Self-Help Item Completion Notice. If Landlord fails to reimburse Tenant the Self-Help Amount, together with the interest earned thereon, then Tenant shall have the right to offset such amount against twenty-five (25%) percent of each of the next installments of Fixed Rent coming due hereunder until such sums are recouped.

C. Tenant shall diligently prosecute any Self-Help Item to completion in accordance with all applicable Legal Requirements.

28. LANDLORD’S REMEDIES CUMULATIVE

All of the rights, powers and remedies of Landlord provided for in this Lease or now or hereafter existing at law or in equity, or by statute or otherwise, shall be deemed to be separate, distinct, cumulative and concurrent. No one or more of such rights, powers or remedies, nor any mention of reference to any one or more of them in this Lease, shall be deemed to be in the exclusion of, or a waiver of, any other rights, powers or remedies provided for in this Lease, or now or hereafter existing at law or in equity, or by statute or otherwise. The exercise or enforcement by Landlord of any one or more of such rights, powers or remedies shall not preclude the simultaneous or later exercise or enforcement by Landlord of any or all of such other rights, powers or remedies.

29. ESTOPPEL CERTIFICATES

Tenant, within fifteen (15) days after request of Landlord, shall execute, acknowledge and deliver to Landlord, promptly upon request, a certificate certifying: (a) that this Lease is unmodified and in full force and effect (or, if there have been modifications, that the Lease is in full force and effect, as modified, and identifying the modifications); (b) the dates to which Rent has been paid; (c) whether or not there is any existing default by Landlord or, to the best of its knowledge, Tenant with respect to which a notice of default has been delivered, and if there is any such default, specifying the nature and extent thereof; (d) whether or not there are any setoffs, defenses or counterclaims against the enforcement of any term, covenant or condition of this Lease, and (e) any other items requested by Landlord. Any such certificate may be relied upon by any prospective purchaser or mortgagee of the Demised Premises or any part thereof. Landlord agrees to furnish from time to time, within fifteen (15) days after request by Tenant, but not more than once in any twelve month period, an estoppel certificate signed by Landlord addressed to such party as Tenant requests, confirming and containing such factual certifications and representations relating to this Lease as may be reasonably requested.

30. ASSIGNMENT AND SUBLETTING

A. Tenant expressly covenants that, except as otherwise expressly provided herein, Tenant shall not voluntarily or involuntarily assign, encumber, mortgage or otherwise transfer this Lease, or sublet the Demised Premises or any part thereof, or suffer or permit the Demised Premises or any part thereof to be used or occupied by others, by operation of law or otherwise, without the prior written consent of Landlord in each instance. Absent such consent, any act or instrument purporting to do any of the foregoing shall be null and void.

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B. Landlord shall not unreasonably withhold, condition or delay its consent to an assignment of this Lease or subletting by Tenant of all or any portion of the Premises. At least thirty (30) days prior to any proposed assignment or subletting for which Landlord’s consent is required, Tenant shall submit to Landlord a statement (the “Sublease/Assignment Notice”) containing the name and address of the proposed assignee or subtenant and all of the principal terms and conditions of the proposed assignment or subletting including, but not limited to, the proposed commencement and expiration dates of the term of the sublease, the nature of the proposed assignee’s or subtenant’s business, and such financial and other information with respect to the proposed assignee or subtenant as Landlord may reasonably request. If Landlord fails to respond to the Sublease/Assignment Notice on or prior to the expiration of such thirty (30) day period, then Tenant may send to Landlord a second (2^nd) notice (“Second Sublease Notice”) that states in bold type capital letters “IF LANDLORD FAILS TO RESPOND TO THIS SUBLEASE NOTICE, WITHIN FIVE (5) BUSINESS DAYS AFTER LANDLORD’S RECEIPT OF THIS SECOND SUBLEASE NOTICE, THEN LANDLORD’S CONSENT SHALL BE DEEMED GIVEN” and if Landlord fails to respond to the Sublease Notice within five (5) Business Days after Landlord’s receipt of such Second Sublease Notice, then Landlord’s consent to the assignment or sublease that is the subject of such Second Sublease Notice shall be deemed granted. If Tenant fails to consummate a sublease or assignment that is at least equal to the aggregate economic terms set forth in the Sublease Notice and on other material terms that are not materially less favorable to Tenant than the terms set forth in the Sublease/Assignment Notice within one hundred eighty (180) days after Landlord has granted, or is deemed to have granted, Landlord’s consent to the proposed assignment or sublease, then, before entering into any assignment or sublease, Tenant must again comply with the provisions of this Section 30.B. Landlord shall not be deemed unreasonable in withholding its consent to any sublease or assignment if:

(i) a purpose for which the proposed subtenant or assignee intends to use the Premises is a use not permitted and contemplated by this Lease;

(ii) the proposed occupancy shall impose an extra burden upon the Building’s mechanical, electric, sanitary, plumbing, utility or other service systems or the Building services;

(iii) the proposed sublease shall not prohibit any further assignment or subletting without consent of Landlord which consent shall not be unreasonably withheld as provided herein;

(iv) Tenant shall not reimburse Landlord for any reasonable costs that may be incurred by Landlord in connection with said sublease or assignment, including reasonable attorneys’ fees and disbursements, the costs of making investigations as to the acceptability of a proposed subtenant or assignee and the preparation and review of any documents relating to such transaction (not to exceed $3,500, as increased by the Increase in CPI);

(v) the proposed subtenant or assignee shall be entitled, directly or indirectly, to diplomatic or sovereign immunity or shall not be subject to the service of process in, and the jurisdiction of the courts of the State of New York; or

(vi) the proposed subtenant or assignee (or any principal or officer thereof) has been convicted of any felony.

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In no event shall it be reasonable for Landlord to condition its consent on receiving (i) an increase in the rent payable under this Lease, (ii) an increase in the security deposit or (iii) an increase in scope of the guaranty

C. (i) The Sublease Notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord’s designee) may, at its option (x) terminate this Lease (if the proposed transaction is an assignment or a sublease of 50% or more of the Premises), or (y) terminate this Lease with respect to the space covered by the proposed sublease (if the proposed transaction is a sublease of less than 50% of the Premises other than a sublease referred to in Section 30.G below). Said option may be exercised by Landlord by notice to Tenant at any time within 30 days after such notice has been given by Tenant to Landlord; and during such 30 day period Tenant shall not assign this Lease or sublet such space to any person. Landlord’s failure to notify Tenant that it is exercising any of the options set forth in this Section 30.C within such 30 day period shall be deemed a waiver of Landlord’s rights to exercise such options.

(ii) If Landlord exercises its option to terminate this Lease in the case where Tenant desires either to assign this Lease or sublet all of the Premises, then, this Lease shall end and expire on the date that such assignment or sublet was to be effective or commence, as the case may be, and the Fixed Rent and Additional Rent shall be paid and apportioned to such date.

(iii) If Landlord exercises its option to terminate this Lease in part, in any case where Tenant desires to sublet part of the Premises, then, (a) this Lease shall end and expire with respect to such part of the Premises on the date that the proposed sublease was to commence; and (b) from and after such date the Fixed Rent and Additional Rent shall be adjusted, based upon the proportion that the rentable area of the Premises remaining bears to the total rentable area of the Premises.

D. (i) In addition, in the event Landlord exercises its option to terminate this Lease as provided above, Landlord shall have the right to lease the Premises to Tenant’s proposed assignee or sublessee without any liability or obligation to Tenant.

E. If Tenant shall enter into any sublease or assignment permitted hereunder and consented to by Landlord, other than a sublease or an assignment pursuant to Section 30.G below, Tenant shall, within sixty (60) days after the effective date of such assignment or sublease, deliver to Landlord, a complete list of Tenant’s direct, actual, third party expenses to be paid in connection therewith, including, without limitation, advertising costs, legal fees, brokerage commissions, the cost of alterations to prepare the Demised Premises for such subletting or assignment together with work allowances and free rent (together, “Property Costs”). In consideration of such assignment or subletting, Tenant shall pay to Landlord, as Additional Rent hereunder:

(i) In the case of a sublease, on the first day of each month of the remaining Term (as and when received by Tenant), 50% of any consideration paid under the sublease, or

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otherwise, to Tenant or any affiliate of Tenant by the subtenant which exceeds, on a per square foot basis, Fixed Rent hereunder and Additional Rent pursuant to Article 8 hereof paid by Tenant to Landlord during the preceding month for which the said consideration was paid (together with any sums paid for the sale or rental of Tenant’s Property less, in the case of Tenant’s Property, Tenant’s unamortized costs thereof, as set forth on a certified statement from Tenant, after first deducting Property Costs);

(ii) In the case of an assignment, as and when sums are received by Tenant, an amount equal to 50% of all sums and other consideration paid to Tenant or any affiliate of Tenant by the assignee for or by reason of such assignment, (including sums paid for the sale or rental of Tenant’s Property, less, in the case of Tenant’s Property, Tenant’s unamortized costs thereof, as set forth on a certified statement from Tenant, after first deducting Tenant’s Property Costs).

F. If this Lease is assigned, whether or not in violation of the terms of this Article 30, Landlord may collect Rent from the assignee after default by Tenant hereunder beyond the expiration of applicable notice, grace and/or cure periods. If the Demised Premises or any part thereof are sublet or occupied by anybody other than Tenant, Landlord, after any default by Tenant beyond the expiration of applicable notice, grace and/or cure periods, may collect rent from the subtenant or occupant, and apply the net amount collected to the Rent due hereunder. Such collection of rent by Landlord shall not be deemed a waiver of the provisions hereof, the acceptance of the assignee, subtenant or occupant as a tenant, or a release of Tenant from the further observance and performance by Tenant of the terms, covenants and conditions of this Lease.

G. Notwithstanding anything contained herein to the contrary, the provisions of this Section 30.A, B, C or E above shall not apply (and Landlord’s consent shall not be required with respect to) to transactions with a corporation or other entity, including payment of any fees to Landlord and any profit sharing (1) into or with which Tenant is merged or consolidated or similar corporate action or (2) to which substantially all of Tenant’s assets or stock, or other interests are transferred, (3) to any entity or person(s) which controls, is controlled by, or is under common control with Tenant, (4) to any person or entity that acquires all the assets or stock of Tenant or the assets, stock or equity interest of any corporation or entity that controls, is controlled by, or is under common control with Tenant, or (5) in connection with the sale of (5) or more “SoulCycle” retail locations that include the location operating at the Demised Premises, so long as, in each of the foregoing instances such transfer was made for a legitimate independent business purpose and not for the principal purpose of transferring this Lease. Tenant may also, upon prior notice to, but without the consent of Landlord, and without otherwise complying with the other provisions of this Article 30, permit any Affiliate to sublet all of the Premises for the Permitted Uses or to assign this Lease to any Affiliate. Such sublease or assignment shall not be deemed to relieve, release, impair or discharge any of Tenant’s, or any guarantor’s, obligations hereunder. In addition, notwithstanding anything to the contrary in this Lease, Landlord’s consent shall not be required in the event of (x) any issuance, sale or transfer of any capital stock, membership or any other ownership interests, including a controlling interest, in the entities, directly or indirectly (the “Parent Entities”) owning or controlling, at any

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time, Tenant or its successors or assigns, including without limitation, the issuance of capital stock through an offering registered with, is subject to review or consideration by, the Securities and Exchange Commission or other comparable body, or (y) any merger, consolidation, asset, equity or stock sale involving the Parent Entities. Furthermore, the transfer of shares of stock or other equity interests from or among the existing shareholders or owners or principals or the immediate family members or heirs of the principals of Tenant shall not be deemed an assignment of this Lease, provided such transfer was made for a legitimate independent business purpose and not for the principal purpose of transferring this Lease. Any transfer pursuant to the provisions of this Section 30.G or 30L is hereinafter referred to as a “Permitted Transfer”.

H. The consent by Landlord to an assignment, encumbrance, transfer or subletting shall not in any way be deemed consent to any further assignment, encumbrance, transfer or subletting. In no event shall any permitted subtenant assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without the prior written consent of Landlord in each instance, which shall not be unreasonably withheld, conditioned or delayed as provided in this Article 30, and each permitted sublease shall so provide in its terms. If Landlord consents to any assignment or sublease and the terms set forth in the Sublease Notice are changed, Landlord’s consent shall be deemed null and void and Tenant shall again obtain Landlord’s consent to the revised terms.

I. Upon receiving Landlord’s written consent, a duly executed copy of the sublease or assignment shall be delivered to Landlord within thirty (30) days after execution thereof. Any such sublease shall provide that the subtenant shall comply with all applicable terms, covenants and conditions of this Lease to be observed or performed by Tenant hereunder. Any such assignment shall contain an assumption by the assignee of all of the terms, covenants and conditions of this Lease to be observed or performed by Tenant.

J. The joint and several liability of Tenant and any immediate or remote successor in interest to Tenant, any guarantor of Tenant’s obligations hereunder, and the due performance of the obligations of this Lease on Tenant’s part to be performed or observed, shall not be discharged, released, or impaired in any respect by any agreement or stipulation made by Landlord extending the time of, or modifying any of the obligations of, this Lease, provided Tenant shall have no liability with respect to any modification to this Lease to which it has not consented. Further, the joint and several liability of Tenant and any immediate or remote successor in interest to Tenant, any Guarantor of Tenant’s obligations hereunder, and the due performance of the obligations of this Lease on Tenant’s part to be performed or observed, shall not be discharged, released, or impaired in any respect by any assignment, subletting or other transfer.

K. Except to the extent set forth in Section 30.G above, the transfer of a majority of the issued and outstanding capital stock of any corporate tenant or subtenant of this Lease or of a majority of the total interest in any partnership or limited liability company tenant or subtenant, however accomplished, and whether in a single transaction or in a series of related or unrelated transactions, shall be deemed an assignment of this Lease or of such sublease. The transfer of

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outstanding capital stock of any corporate tenant or subtenant, for purposes of this Article 30, shall not include a sale of such stock by persons effected through any “over the counter” market or recognized stock exchange.

L. Tenant may, without Landlord’s consent and without Landlord being entitled to share in profit but upon notice to Landlord, enter into license or concession agreements with licensees and concessionaires providing goods or services in connection with Tenant’s business, provided that (i) any use conducted by a licensee or concessionaire shall be within or complementary to the Permitted Use, (ii) such licensees and concessionaires may not, in the aggregate, occupy more than one thousand (1,000 square feet); and (iii) no separate entrances or demising walls are installed in connection with such license or concession. Such licensee or concessionaire shall be entitled to signage rights reasonably approved by Landlord.

31. SUBORDINATION AND ATTORNMENT

A. This Lease, and all rights of Tenant hereunder, are and shall be subject and subordinate in all respects to all ground leases, overriding leases and underlying leases and/or grants or term of the Demised Premises in whole or in part now or hereafter existing and to all mortgages and building loan agreements and any condominium declaration and by-laws which may hereafter affect the Real Property and/or any of such leases, whether or not such mortgages and declaration shall also cover other lands and/or buildings, to each and every advance made or hereafter to be made under such mortgages, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and spreaders, consolidations and correlations of such mortgages and any and all amendments to any such declaration. The provisions of this paragraph shall be self-operative and no further instrument of subordination shall be required.

The leases to which this Lease is, at the time referred to, subject and subordinate pursuant to this Section 31.A, are sometimes hereinafter called “superior leases” and the mortgages to which this Lease is, at the time referred to, subject and subordinate are sometimes hereinafter called “superior mortgages” and the lessor or its successor in interest at the time referred to is sometimes hereafter called a “lessor.”

B. If a lessor or mortgagee or any person or entity shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as landlord under this Lease. The provisions of this paragraph B are self-operative and require no further instruments to give effect thereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1) evidencing such attornment, (2) setting forth the terms and conditions of Tenant’s tenancy, and (3) containing such other terms and conditions as may be required by such mortgagee or lessor, provided such other terms and conditions do not increase Tenant’s obligations or adversely affect Tenant’s rights under this Lease, in each case other than to a de minimis extent. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease.

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C. Tenant agrees without further instruments of attornment in such case, to attorn to such lessor, to waive the provisions of any statute or rule of law now or hereafter in effect which may give or purport to give Tenant any right of election to terminate this Lease or to surrender possession of the Demised Premises in the event such superior lease is terminated, and this Lease shall not be affected in any way whatsoever by any such proceeding or termination. Tenant shall take no steps to terminate this Lease, whether or not the superior lease be terminated, without giving written notice to such lessor or mortgagee, and a reasonable opportunity to cure (without such lessor or mortgage being obligated to cure), any default on the part of Landlord under this Lease (provided, the maximum period for such superior lessor or mortgagee to cure such default shall be 120 days from the date of its receipt of notice from Tenant). Notwithstanding anything to the contrary herein, Tenant shall attorn to the holder of any superior mortgage and Tenant shall have no right of offset or counterclaim to payment of any rent against the holder of any superior mortgage, except as expressly set forth in this Lease. Any reference to the holder of a superior mortgage hereinabove shall also include any of their respective successors in interest.

D. Tenant shall send to each mortgagee of any mortgage covering the Building or land or any part thereof (after notification of the identity of such mortgagee and the mailing address thereof) copies of all default notices that Tenant sends to Landlord; such notices to said mortgagee shall be sent concurrently with the sending of the notices to Landlord and in the same manner as notices are required to be sent pursuant to Article 44 hereof. Tenant will accept performance of any provision of this Lease by such mortgagee as performance by, and with the same force and effect as though performed by, Landlord. If any act or omission of Landlord would give Tenant the right, immediately or after lapse of a period of time, to cancel or terminate this Lease, or to claim a partial or total eviction, Tenant shall not exercise such right until (a) Tenant gives notice of such act or omission to Landlord and to each such mortgagee, and (b) a reasonable period of time for remedying such act or omission elapses following the time when such mortgagee becomes entitled under such mortgage to remedy same (which reasonable period shall in no event be less than the period to which Landlord is entitled under this Lease or otherwise, after similar notice, to effect such remedy and which reasonable period shall take into account such time as shall be required to institute and complete any foreclosure proceedings provided, the maximum period for such superior lessor or mortgagee to cure such default shall be 120 days from the date of its receipt of notice from Tenant.

E. Notwithstanding anything contained herein to the contrary, as a condition precedent to the subordination by Tenant referred to in subparagraph A above, to each future Mortgage and each future Superior Lease, Landlord shall obtain a subordination, non-disturbance and attornment agreement (“SNDA”) with respect to this Lease from the holder of any Superior Lease or Mortgage. Tenant agrees to attorn to the holder of such Superior Lease or Mortgage in accordance with the provisions of subparagraph B above and Tenant agrees to execute and deliver to the holder of such Superior Lease or Mortgage a subordination, non-disturbance and attornment agreement, limited, however, as hereinabove provided. For the purposes of this Lease, an SNDA shall be deemed to mean commercially reasonable agreement on the standard form of an institutional lender or mortgagee (with changes reasonably requested

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by Tenant) which is in recordable form and which provides, in substance that (i) so long as Tenant complies with all the terms, provisions and conditions of this Lease (i.e., is not in default thereunder beyond any applicable grace, notice and cure periods), any mortgagee or ground or other underlying lessor, as the case may be, in the exercise of its rights or remedies, shall not deprive Tenant of possession or the right of possession of the Premises during the term of this Lease, (ii) in the event of any foreclosure, sale under a power of sale, ground or other underlying lease termination or transfer in lieu of any of the foregoing or the exercise of any other remedy, as the case may be, this Lease shall automatically be preserved and become a direct lease between any fee owner or successor to Landlord’s interest, as Landlord, and Tenant, as if such fee owner or successor were the Landlord originally named hereunder and (iii) may contain such other terms and provisions as may be reasonably required by the holder of such Superior Lease or Mortgage. The terms of any executed SNDA shall supersede any conflicting provisions in this Article 31. Tenant agrees to execute and return the SNDA to Landlord, or give any comments to Landlord in compliance with the provisions of this subparagraph E within ten (10) business days after delivery to Tenant, of a form of SNDA.

F. Landlord agrees, subject to the provisions of this Section 31.F to use commercially reasonable efforts to obtain from the holder of the existing mortgage, an SNDA with respect to this Lease, in form reasonably acceptable to Tenant. If such SNDA is not delivered to Tenant within forty-five (45) days of the date hereof, Tenant shall have the right, within fifteen (15) days thereafter, time being of the essence, as to such fifteen (15) day period to terminate this Lease and the Retail Lease (but not just either Lease) on fifteen (15) days notice to the Landlord and if such SNDA is not obtained within such fifteen (15) day period, this Lease and the Retail Lease shall terminate and thereupon neither party shall have any further right or obligation to the other, except Landlord shall return to Tenant all the first month’s rent and security deposited hereunder. If Tenant fails to terminate this Lease prior to the expiration of such fifteen (15) day period, or Landlord delivers an SNDA within such fifteen (15) day period, this Lease shall continue in full force and effect and Tenant shall not have the right to terminate this Lease pursuant to this Section 31.F. Provided Landlord delivers an SNDA, Tenant agrees to execute and deliver to such holder such SNDA within ten (10) business days after delivery of the SNDA to Tenant.

G. Tenant agrees that this Lease may not be amended, in any material respect, without the consent of the holder of any mortgage encumbering the Demised Premises of which Tenant has been notified in writing.

32. CONDENSER WATER

Landlord shall furnish to Tenant Condenser Water, during the period when the outdoor temperature is above 65 degrees, to be connected to Tenant’s systems, and Tenant shall be required to install water regulating valves and thermometer wells at all equipment. In no event shall Tenant, as tenant under this Lease and as tenant under the Retail Lease connect more than 60 “Connected Tons” (as hereinafter defined) to service both the Premises and Retail Premises to Landlord’s condenser water system provided Tenant may at any time elect to connect less than 60 Connected Tons provided it notifies Landlord of same. As of the date Tenant connects the

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Condenser Water to its air-conditioning unit, cooling system, or refrigeration equipment (the “Effective Date”), which Tenant agrees to install at its sole cost and expense, Tenant shall pay to Landlord a tap in fee of $0 per ton of the aggregate number of tons of air conditioning equipment and refrigeration equipment to be attached to Landlord’s condenser water system (“Connected Tons”) and in addition, the Additional Rent provided for herein and under the Retail Lease together shall be increased by an amount equal to the factor reached by multiplying the aggregate number of tons being actually used by Tenant for its air-conditioning, cooling and refrigeration equipment by $500.00, which equals the total per annum cost for Condenser Water (e.g. if Tenant’s annual usage is 60 tons, then its yearly cost would be 60 x $500.00 = $30,000), which Additional Rent shall be payable in equal monthly installments commencing on the Effective Date and thereafter on the first day of each calendar month during the Term. Said $500.00 shall increase by 3% cumulatively every three Lease Years. It is intended that Tenant shall in the aggregate under both this Lease and the Retail Lease be charged only for the actual tonnage used by Tenant in the Building. If the Effective Date is other than the first day of the month, the increase in the monthly installment of Rent for the first month in which the Effective Date occurs, payable by reason of this Article 32 shall be prorated for the period beginning on the Effective Date and ending on the last day of the month in which the Effective Date occurs.

33. CONVEYANCE BY LANDLORD; LIMITATION ON LIABILITY

A. If the original or any successor Landlord shall convey or otherwise dispose of the Real Property, such transferring Landlord shall thereupon be released from all obligations and liabilities of Landlord under this Lease (except those accruing prior to such conveyance or other disposition), and such obligations and liabilities shall be binding solely on the then Landlord under this Lease.

B. Notwithstanding anything contained in this Lease, at law or in equity to the contrary, it is expressly understood, acknowledged and agreed by Tenant that there shall at no time be or be construed as being any personal liability by or on the part of Landlord’s officers, directors, stockholders, partners, principals (disclosed or undisclosed) under or in respect of this Lease or in any wise related hereto or the Demised Premises; it being further understood, acknowledged and agreed that Tenant is accepting this Lease and the estate created hereby upon and subject to the understanding that it shall not enforce or seek to enforce any claim or judgment or any other matter, for money or otherwise, personally against Landlord or any officer, director, stockholder, partner, principal (disclosed or undisclosed), representative or agent of Landlord, but shall look solely to the equity of Landlord in the Real Property, and the proceeds of casualty insurance, condemnation awards and the net proceeds of sale of the Real Property, and not to any other assets of Landlord, for the satisfaction of any and all remedies or claims of Tenant in the event of any breach by Landlord of any of the terms, covenants or agreements to be performed by Landlord under this Lease or otherwise; such exculpation of any officer, director, stockholder, partner, principal (disclosed or undisclosed), representative or agent of Landlord from personal liability as set forth in this Section to be absolute, unconditional and without exception of any kind.

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34. NO MERGER OF TITLE

There shall be no merger of the leasehold estate created by this Lease with the fee estate in the Demised Premises by reason of the fact that the same person may own or hold (a) the leasehold estate created by this Lease or any interest therein, and (b) the fee estate in the Demised Premises or any interest in such fee estate. No such merger shall occur unless and until all persons having any interest in the leasehold estate created by this Lease, and in the fee estate in the Demised Premises, including, without limitation, the holder of any mortgage encumbering the Demised Premises, shall consent and join in a written instrument effecting such merger and shall duly record the same.

35. ACCEPTANCE OF SURRENDER

No modification, termination or surrender of this Lease or surrender of the Demised Premises or any part thereof or of any interest therein by Tenant shall be valid or effective unless agreed to and accepted in writing by Landlord, and no act by any representative or agent of Landlord, other than such a written agreement and acceptance, shall constitute an acceptance thereof.

36. END OF TERM

Upon the Expiration Date, or earlier termination of the term of this Lease, Tenant shall quit, surrender and deliver to Landlord the Demised Premises in working order and condition, “broom clean”, ordinary wear and tear, damage by acts of God, and damage due to a casualty or condemnation, excepted and shall remove all Tenant’s Property therefrom.

Tenant acknowledges that possession of the Demised Premises must be surrendered to Landlord at the expiration or sooner termination of the term of this Lease. The parties recognize and agree that the damage to Landlord resulting from any failure by Tenant to timely surrender possession of the Demised Premises as aforesaid will be extremely substantial, may exceed the installments of the monthly annual Fixed Rent and Additional Rent theretofore payable hereunder, and will be impossible to accurately measure. Tenant therefore agrees that if possession of the Demised Premises is not surrendered to Landlord on or before the expiration or sooner termination of the term of this Lease, then Tenant shall pay to Landlord for each month and for each portion of any month during which Tenant holds over in the Demised Premises after the expiration or sooner termination of the term of this Lease, a sum equal to 150% of the monthly Fixed Rent which was payable under this Lease during the last month of the term hereof, for the first two months Tenant so holds over and 200% of the monthly Fixed Rent which was payable under this Lease during the last month of the term hereof thereafter, together with, in all instances, all Additional Rent which would otherwise have been payable hereunder had this Lease been extended. In addition, Tenant shall indemnify Landlord against all claims made by any succeeding tenant against Landlord founded upon delay by Landlord in delivering possession of the Premises to such succeeding tenant by more than 90 days, so far as such delay is occasioned by the failure of Tenant or any subtenant to so surrender the Demised Premises. Nothing herein contained shall be deemed to permit Tenant to retain possession of the Demised Premises after the expiration or sooner termination of the term of this Lease. The aforesaid provisions of this paragraph shall survive the expiration or sooner termination of the term of this Lease.

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In addition to the foregoing, should Landlord incur any expense in removing Tenant, any subtenant, or any other person holding by, through, or under Tenant or any subtenant, who has failed to so surrender the Demised Premises or any part thereof, Tenant shall reimburse Landlord for the reasonable cost and expense (including, without limitation, reasonable attorneys’ fees, disbursements and court costs) of removing such subtenant or such person.

37. INTENTIONALLY DELETED

38. BROKERAGE

Landlord and Tenant each represents and warrants to the other that such party has not dealt with any broker or finder in connection with the Demised Premises or this Lease other than Joseph J. Coffee (“Broker”). Landlord and Tenant each agree to indemnify and hold the other harmless from and against any and all commission, liability, claim, loss, damage or expense, including reasonable attorneys’ fees, arising from any claims for brokerage or any other fee or commission by any person, other than the Broker with whom such party has dealt. Landlord agrees to pay any commission due to Broker pursuant to a separate agreement.

39. HAZARDOUS MATERIALS

A. Tenant shall not use or suffer the Demised Premises to be used in any manner so as to create an environmental violation or hazard, nor shall Tenant cause or suffer to be caused any chemical contamination or discharge of a substance of any nature which is noxious, offensive or harmful or which under any law, rule or regulation of any governmental authority having jurisdiction constitutes a hazardous substance or hazardous waste.

B. Tenant shall also immediately notify Landlord in writing of any environmental concerns of which Tenant is or becomes aware and which are raised by any private party or government agency with regard to Tenant’s business or the Demised Premises. Tenant shall also notify Landlord immediately of any hazardous waste spills at the Demised Premises and of any other hazardous waste or substances of which Tenant becomes aware.

C. Not in limitation of the generality of the foregoing, but as additional covenants, Tenant specifically agrees that (i) Tenant shall not generate, manufacture, refine, transport, treat, store, handle, dispose or otherwise deal with any Hazardous Materials as now or hereafter defined by applicable Legal Requirements, other than customary office and cleaning supplies, and then only in accordance with all Legal Requirements; and (ii) Tenant shall defend, indemnify and hold Landlord harmless against any liability, loss, cost or expense, including reasonable attorneys’ fees and costs (whether or not legal action has been instituted) incurred by reason of the existence of any Hazardous Materials or any failure by Tenant to comply with any environmental law now or hereafter in effect.

D. As used herein, the term “Hazardous Materials” means and includes all potentially hazardous materials, including without limitation radon, harmful radiation, asbestos, and asbestos containing materials. “Hazardous Materials” shall not include chemicals customarily used in ordinary cleaning and for extermination and stored and used in accordance with Legal Requirements.

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E. Tenant covenants and agrees that at any and all times during the Term it shall be responsible for compliance with any federal, state, county, local, or municipal law (including without limitation Local Law 76, as same now exists or may hereafter be amended, if the Building is located in New York City), statute, ordinance, code, regulation or administrative recommendation pertaining to Hazardous Materials introduced to the Demised Premises by Tenant, its agents, employees, contractors, licensees and invitees. Tenant shall, at its sole cost and expense, undertake any and all steps which may be required for compliance as aforesaid. In addition, Tenant shall be solely responsible for restoring and repairing any damage to the Demised Premises caused by or resulting from such compliance.

F. Tenant shall indemnify and save harmless the Landlord, Landlord’s agents, servants and employees, from and against all claims and demands whether for injuries to persons or loss of life, or damage to property, related to or arising in any manner whatsoever out of the clean-up, removal and/or encapsulation of Hazardous Materials to the extent the release of which is introduced by Tenant, its agents, contractors, employees, servants, invitees and licensees. In the event Landlord shall, as a result of Tenant’s failure to comply with any Legal Requirement for which it is responsible hereunder, be made a party to any litigation or administrative proceedings commenced by or against Tenant, then Tenant shall protect and hold Landlord harmless and shall pay all costs, expenses and the reasonable attorneys’ fees incurred or paid by Landlord in connection with such litigation.

G. Notwithstanding anything herein to the contrary, Tenant shall file no documents or take any other action under this Article without Landlord’s prior written approval thereof, not to be unreasonably withheld, conditioned or delayed in accordance with the provisions of this Lease and Landlord shall also have the right to file such documents or take such action instead or on behalf of Tenant (but still at Tenant’s sole cost and expense), and Tenant shall cooperate with Landlord in so doing. Tenant shall also (i) furnish Landlord with copies of any documents filed by Tenant pursuant to any environmental law; (ii) permit Landlord to be present at any inspection, on or off site, and at any meetings of government environmental officials; and (iii) provide Landlord with an inventory of materials and substances dealt with by Tenant at the Demised Premises, as well as any additional information available to Tenant for government filings or determinations as to whether there has been compliance with an environmental law.

H. Landlord shall also have the right to enter the Demised Premises at any time to conduct tests to discover the facts of any alleged or potential environmental problem, provided the conducting of such tests does not unreasonably interfere with Tenant’s business.

I. In the event Tenant fails to comply as aforesaid with the clean-up, removal, and/or encapsulation of Hazardous Materials when so required within the period of time permitted or promulgated, then in such event Landlord may, but shall not be obligated to, undertake said work. Should Landlord undertake said work required by Tenant as aforesaid, then in such event, Landlord shall render a statement to Tenant for the cost and expense of undertaking said work which statement shall be paid by Tenant as Additional Rent within ten (10) days of receipt thereof. Failure of Tenant to undertake compliance as aforesaid shall

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constitute a material default under this Lease for which Landlord shall have all rights and remedies, including without limitation the right to terminate this Lease and the right to hold Tenant responsible for the entire cost of compliance as aforesaid and for all of Landlord’s damages resulting from Tenant’s failure to so comply.

J. The provisions of this Article shall survive the expiration or earlier termination of this Lease, and the Tenant shall require any permitted assignee or sublessee of the Demised Premises to agree (i) expressly in writing to comply with all the provisions of this paragraph.

K. Landlord agrees that to the extent any Hazardous Substances are present in, at, on or about the Premises as of the Commencement Date, Landlord shall be responsible for removing or otherwise remediating such Hazardous Substances as required by, and in full compliance with, all Environmental Laws at no cost to Tenant, and Rent shall abate for any period that Tenant is delayed from opening for business due to the presence or remediation of Hazardous Substances (in addition to the free rent period). Landlord also agrees to indemnify, defend and hold harmless Tenant from and against any and all loss, claims, liability costs and expenses (including court costs and attorney’s fees) incurred by Tenant as a result of the existence of any Hazardous Substances in, on, about or under the Premises except to the extent such Hazardous Substances were introduced by Tenant, its agents, contractors, employees, servants, invitees and licensees

40. CHEMICAL WASTE

Tenant agrees that Tenant shall not pour or otherwise dispose of any chemical, chemical waste, chemical by-products, or other such material, through the drainage (plumbing) system of the Demised Premises other than customary cleaning fluids. This covenant by Tenant is a material inducement to Landlord to enter into this Lease, and without such inducement, Tenant acknowledges that Landlord would not have entered into this Lease agreement. Accordingly, Tenant’s breach of this agreement shall be deemed a material default under this Lease, entitling Landlord to exercise any and all of its rights for Tenant’s default.

41. SERVICES

A. If there now is or shall be installed in the Building a “sprinkler system,” and such system or any of its appliances shall be damaged or injured or not in proper working order by reason of any act or omission of Tenant, Tenant’s agents, servants, employees, licensees or visitors (while in the Premises), Tenant shall forthwith restore the same to good working condition at its own expense; and if the New York Board of Fire Underwriters or the New York Fire Insurance Rating Organization or any bureau, department or official of the state or city government, shall require that any changes, modifications, alterations or additional sprinkler heads or other equipment be made or supplied by reason of Tenant’s particular business, or the locations of the partitions, trade fixtures, or other contents of the Premises (as opposed to a building wide sprinkler requirement which shall be Landlord’s obligation) Tenant shall, at Tenant’s expense, promptly make and supply such changes, repairs, modifications, alterations, additional sprinkler heads or other equipment, whether the work involved shall be structural or non-structural in nature.

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B. As part of Tenant’s Work, Tenant shall install a hot water heater to supply hot water to the Premises.

C. (i) After stubbing electric capacity to the Premises as required as part of Landlord’s Work, subject to the provisions of this Section 41.C, Landlord shall provide electricity to the Premises through the existing electrical system of the Building for reasonable use for Tenant’s use. Landlord shall not be liable to Tenant for any failure, defect or interruption of electric service for any reason. Tenant’s use of electricity in the Premises shall not at any time exceed the load set forth in Tenant’s load letter and Tenant shall not overload any component of such system. Tenant shall, at Tenant’s expense, furnish and install all lighting tubes, lamps, bulbs and ballasts required in the Premises. Landlord shall select (and may from time to time change) the utility or other supplier providing electricity to the Building and the Premises. Tenant shall comply with all rules, regulations and other requirements of the utility or other supplier.

(ii) Landlord has elected to submeter the electricity provided to the Premises. Tenant shall pay to Landlord for Tenant’s electricity usage, for any submeter billing period, within 30 days following Tenant’s receipt of Landlord’s statement, as Additional Rent, the sum of (A) an amount determined by applying Tenant’s consumption of and demand for electricity as measured by the submeter to the rate schedule pursuant to which Landlord purchases electricity for the Building (“Base Electric Charge”), and (B) Landlord’s actual out of pocket costs for reading the submeter (with no mark-up or administrative charge). If more than one submeter measures Tenant’s electricity, the electricity supplied through each submeter may be computed and billed separately in accordance with this Section. The Base Electric Charge billed by Landlord shall be binding on Tenant unless Tenant disputes such charge within one hundred twenty (120) days of the receipt of a bill therefor and sets forth the reasons for Tenant’s dispute. Landlord shall provide Tenant with back-up documentation for Landlord’s bills for electricity.

(iii) Landlord may at any time, by at least thirty (30) days notice to Tenant, elect to discontinue providing electricity to the Premises (including the electricity for all components, serving only the Premises, of the Building’s heating, ventilating and air- conditioning systems). If Landlord gives that notice this Lease shall continue in full force and effect unaffected thereby, except that (a) Tenant shall, at Tenant’s expense, diligently arrange to obtain electricity from the utility or other supplier providing electricity to the Building by means of the existing Building electrical system to the extent it is available, suitable and safe for such purpose, as reasonably determined by Landlord, and (b) from and after the date Tenant receives electricity from the utility or other supplier, Landlord shall not be required to provide electricity to the Premises.

(iv) If any tax or other charge is imposed on Landlord’s receipt of Rent under this Article, Tenant shall pay such tax or other charge to Landlord within 30 days following receipt of Landlord’s statement, and Landlord shall remit same to the appropriate Authority.

(v) Landlord shall not in any way be liable or responsible to Tenant for any loss or damage or expense which Tenant may sustain or incur if either the quantity or character of electric service is changed or is no longer available or suitable for Tenant’s requirements.

(vi) Tenant shall not make or perform or permit the making or performing of, any alterations to wiring installations or other electrical facilities in or serving the Premises without the prior written consent of Landlord in each instance. Should Landlord grant any such consent, all additional risers or other equipment required therefore shall be installed by Landlord and the reasonable cost thereof shall be paid by Tenant, as additional rent, upon Landlord’s demand.

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D. Air conditioning shall be furnished to the demised premises through new air conditioning unit(s)which shall service only the demised premises (“A/C”) installed by Landlord as part of Landlord’s Work. Tenant shall maintain the AC unit(s) in good working order during the Term of this Lease. Tenant agrees that it shall maintain, throughout the Term of this Lease a maintenance and repair contract with a contractor reasonably approved by Landlord, which shall include preventive maintenance and parts replacements whether ordinary or extraordinary in nature (the “Service Contract”) for all A/C unit(s) serving the Premises. Upon the expiration or earlier termination of this Lease, all air-conditioning units in the demised premises, shall be deemed the property of the Landlord.

E. (i) As part of Tenant’s Work hereunder, Tenant shall install water meters or submeters, to thereby measure Tenant’s hot and cold water consumption for all purposes, but Tenant shall make all deposits for water servicing the Premises.

(ii) Throughout the duration of Tenant’s occupancy (a) Tenant shall keep the meters, submeters and installation equipment to which reference is made in subsections B and C of this Article 41 in working order and repair, at Tenant’s own cost and expense (unless caused by the negligence or willful misconduct of Landlord or its agents), in default of which Landlord may, on fifteen (15) days’ notice to Tenant, cause such meters and equipment to be replaced or repaired and collect the cost thereof from Tenant; and (b) Tenant shall pay to Landlord, as Additional Rent, the cost of water consumed (and attendant sewer charges), as shown on said meters and submeters, together with, if a submeter, the cost of reading the submeter, within fifteen (15) days after bills are rendered. All charges to Tenant based upon actual consumption as shown on a submeter shall be charged to Tenant at the same rate Landlord purchases water from the water company servicing the Building (with no mark-up or administrative charges). Any such costs or expenses incurred or payments made by Landlord for any of the reasons or purposes hereinabove stated shall be deemed to be Additional Rent payable by Tenant and collectible by Landlord as such. Independently of and in addition to any of the remedies reserved to Landlord hereinabove or elsewhere in this Lease, Landlord may sue for and collect any monies to be paid by Tenant or paid by Landlord for any of the reasons or purposes hereinabove set forth. Tenant’s obligations to pay such electric, water and sewer charges, and/or to reimburse Landlord for the payment of same, shall survive the Expiration Date or sooner termination of this Lease.

(iii) Landlord shall not be liable to Tenant in any way for any claims, damages, costs or expenses, directly or indirectly incurred, resulting from any use, interruption, curtailment or failure, or defect in the supply of any service provided under this Article 41 furnished to the Premises by reason of any requirement, act or omission of Landlord or of others for any other reason except Landlord’s negligence or willful misconduct or that of its agents.

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F. Landlord reserves the right to stop service of the mechanical, electric, sanitary, plumbing, utility and other service systems, when necessary, by reason of accident or emergency, or for repairs, additions, alterations, replacements, decorations or improvements in the judgment of Landlord desirable or necessary to be made, until said repairs, alterations, replacements or improvements shall have been completed. Landlord shall use commercially reasonable efforts to minimize disruption to Tenant’s business in exercising its rights under this Section. Except as otherwise expressly set forth in this Lease, Landlord shall have no responsibility or liability for interruption or curtailment in the supply of electric energy and/or water or for interruption, curtailment or failure to supply heat, ventilating and air-conditioning when prevented by exercising its right to stop service or by strikes, labor troubles or accidents or by any cause whatsoever reasonably beyond Landlord’s control, or by failure of any public utility or other company and the failure of independent contractors to perform or by laws, orders, rules or regulations of any Federal, state county or municipal authority, or failure of suitable fuel supply, or inability by exercise of reasonable diligence to obtain suitable fuel or by reason of governmental preemption in connection with a national emergency or by reasons of the conditions of supply and demand which have been or are affected by war or other emergency. Except as otherwise expressly set forth in this Lease, the exercise of such right or such failure by Landlord shall not constitute an actual or constructive eviction, in whole or in part, or entitle Tenant to any compensation or to any abatement or diminution of rent, or relieve Tenant from any of its obligations under this Lease, or impose any liability upon Landlord or its agents by reason of inconvenience, lost business or annoyance to Tenant, or injury to or interruption of Tenant’s business, or otherwise.

G. In the event of any conflict between the provisions of this Article 41 and Exhibit F, the provisions of Exhibit F shall be paramount and prevail.

42. VAULT SPACE

Any vaults, vault space or other space outside the boundaries of the Real Property (a “Vault”), notwithstanding anything contained in this Lease to the contrary, or indicated on any sketch, blueprint or plan are not included in the Premises except that any and all obligations of Tenant and restrictions applicable to the Premises shall apply to the Vault except as may be otherwise set forth herein. Landlord makes no representation as to the location of the boundaries of the Real Property except that there is no Vault comprising any portion of the Premises. All Vaults which Tenant may be permitted to use or occupy are being used without consideration and are to be used or occupied under a revocable license, and if any such license shall be revoked by Landlord at any time, or if the amount of such space shall be diminished or required by any Federal, State or Municipal authority or by any public utility company, such revocation, diminution or requisition shall not constitute an actual or constructive eviction, in whole or in part, or entitle Tenant to any abatement or diminution of rent, or relieve Tenant from any of its obligations under this Lease, or impose any liability upon Landlord. Any fee, tax or charge imposed by any governmental authority for any such Vaults, vault space or other space shall be paid by Tenant at least 30 days prior to its due date. Tenant’s use of any Vault is at Tenant’s sole

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risk and Landlord shall have no obligation for the condition or maintenance thereof or otherwise, which maintenance and obligations, whether structural or non-structural shall be Tenant’s sole responsibility. Landlord may, in its discretion, designate substitute Vault areas for Tenant’s use at any time and for any or no reason, upon ten (10) days’ notice to Tenant and in such event Tenant shall immediately vacate the Vault areas.

43. DEFINITIONS

For purposes of this Lease, the following terms shall have the meanings indicated:

“Affiliate” – shall mean a Person that (1) Controls, (2) is under the Control of, or (3) is under common Control with, the Person in question.

“Alterations” — shall mean the making or performance of any alterations, installations, improvements, additions or other physical changes, including, but not limited to, a water-cooler, an air-conditioning unit or cooling system or part thereof or other apparatus of like or other nature, in or about the Premises.

“Building Equipment” — shall mean all machinery, equipment, fixtures and systems now or hereafter attached to or used in connection with the operation or maintenance of the Building, including, without limitation, all electrical, heating, mechanical, sanitary, sprinkler, utility, power, plumbing, cleaning, fire prevention, refrigeration, ventilating, air cooling, air conditioning and elevator equipment, and any and all renewals and replacements; Building Equipment does not include Tenant’s Property or equipment/leasehold improvements installed by Tenant and property of other tenants, contractors servicing the Building or any public utility company or governmental agency or body.

“Commencement Date” — as defined in Article 1.

“Control” — shall mean (i) the ownership, directly or indirectly, of more than fifty (50%) percent of the voting stock of a corporation, or (ii) in the case of any Person which is not a corporation, the possession, directly or indirectly, of the power to direct or cause the direction over the management and policies of such Person.

“CPI” — shall mean the “Consumer Price Index for all Urban Consumers” (1982-84 = 100) published by the Bureau of Labor Statistics of the United States Department of Labor, New York, Northeastern New Jersey - Long Island, NY - NJ - CT, all items. If the CPI shall hereafter be converted to a different standard reference base or otherwise revised, the determination of the increase in the CPI shall be made with the use of such conversion factor, formula or table for converting the CPI as may be published by the Bureau of Labor Statistics or, if the said Bureau shall not publish the same, then with the use of such conversion factor, formula or table as may be published by Prentice Hall, Inc., or, failing such publication, by any other nationally recognized publisher of similar statistical information reasonably selected by Landlord and reasonably acceptable to Tenant. If the CPI shall cease to be published, then there shall be substituted for the CPI such other index as Landlord shall reasonably designate, which is reasonably acceptable to Tenant.

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“default” — any condition or event which constitutes, or which after notice or lapse of time or both would constitute an Event of Default.

“Demised Premises” or “Premises” — as defined in Article 1.

“DOB” — shall mean the City of New York Department of Buildings.

“Event of Default” — as defined in Article 19.

“Fixed Rent” — as defined in Article 2.

“Improvements” — The term “Improvements” shall include all buildings, fixtures, equipment and machinery now situate on or appurtenant to the Real Property other than Tenant’s Property.

“Increase in CPI” — shall mean the percentage increase in the CPI for the month in which the calculation of any increase occurs over the CPI for the month in which the Commencement Date occurred.

“Insurance Requirements” — all terms of any insurance policy covering or applicable to the Demised Premises or any part thereof, all requirements of the issuer of any such policy, and all orders, rules, regulations and other requirements of the National Board of Fire Underwriters, or its successor or any other body exercising similar functions, applicable to or affecting the Demised Premises or any part thereof or any use or condition of the Demised Premises or any part thereof.

“interest” or “Interest” or “Interest Rate” shall mean a rate of interest equal to the lesser of (a) the rate as publicly announced from time to time by JPMorgan Chase Bank, N.A., as its “base”, “reference” or “prime” rate, plus four (4%) percent, or (b) the maximum rate of interest permitted to be paid under applicable law.

“Lease” — this Lease, as at the time amended, modified or supplemented.

“Lease Year” — shall mean a period of twelve (12) months, except that the first Lease Year shall commence on the Commencement Date and shall end twelve (12) months following the Rent Commencement Date, provided, if the Commencement Date is not the first day of a month, the first Lease Year shall end on the last day of the month in which the Rent Commencement Date occurs. Each Lease Year after the first Lease Year shall commence immediately subsequent to the prior Lease Year. The Lease Year commencing on the Commencement Date is referred to as the first Lease Year and each subsequent Lease Year shall be numbered consequently and referred to accordingly.

“Legal Requirements” — all laws, statutes, codes, acts, ordinances, orders, judgments, decrees, injunctions, rules, regulations, permits, licenses, authorizations, directions and requirements of all governments, departments, commissions, boards, courts, authorities, agencies, officials and officers, foreseen or unforeseen, ordinary or extraordinary, which now or

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at any time hereafter may be applicable to the Demised Premises or any part thereof, or the Improvements now or hereafter located thereon, or the facilities or equipment therein, or any of the adjoining sidewalks, curbs, vaults or vault space, if any, streets or ways, or the appurtenances to the Demised Premises or the franchises and privileges connected therewith, or any use or condition of the Demised Premises or any part thereof. Legal Requirements shall include, without limitation, all requirements to be complied with pursuant to (i) any certificate of occupancy affecting the Demised Premises, and (ii) the New York City Landmark’s Preservation Commission and any similar or successor agency.

“Person” — an individual, a corporation, an association, a partnership, a joint venture, an organization, or other business entity, or a governmental or political unit or agency.

“Premises” — shall have the meaning set forth in Article 1, except that nothing contained therein shall be construed as a letting by Landlord to Tenant of (i) the exterior faces of exterior walls, except the storefront, (ii) the space below the underside of the cellar, if any, of the Premises, (iii) the land below the sub-base of the cellar, if any, or air rights above the Premises or the Building, (iv) the roof, or (v) the common areas and facilities of the Building. All parts (except surfaces facing the interior of the Premises) of all walls, windows and doors bounding the Premises, all stairs, landings and roofs adjacent to the Premises, all space in or adjacent to the Premises used for shafts, stacks, stairways, pipes, conduits, duct work, air conditioning rooms, telephone rooms, fan rooms, heating, ventilating, air conditioning, plumbing, electrical conduits and other utilities and other mechanical facilities, service closets and other Building Equipment, elevator, elevator equipment and shafts and the use thereof, as well as access thereto through the Premises pursuant to Article 24 for the purposes of operation, decoration, cleaning, maintenance, safety, security, alteration and repair, are hereby reserved to Landlord, but subject to the provisions of this Lease.

“Real Property” — shall mean the tax lot or lots of which the Building is a part, and Building.

“Rent” — shall mean and be deemed to include Fixed Rent, any increases in Fixed Rent, all Additional Rent, and any other sums payable hereunder.

“Tenant’s Property” — all fixtures, machinery, apparatus, furniture, furnishings and other equipment and all temporary or auxiliary structures installed by or at the request of Tenant in or about the Demised Premises or any part thereof, which (a) are not used and are not procured for use, in whole or in part, in connection with the operation, maintenance or protection of the Demised Premises, and (b) are removable without damage to the Demised Premises.

“Term” — as defined in Article 2.

“Total Taking” — as defined in Article 16.

“Unavoidable Delays” — delays due to strikes, acts of God, governmental restrictions, enemy action, riot, civil commotion, fire, unavoidable casualty or other causes beyond the control of Tenant, provided that no delay shall be deemed an Unavoidable Delay if the Demised

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Premises or any part thereof or interest therein or any Rent would be in any danger of being sold, forfeited, lost or interfered with, or if Landlord or Tenant would be in danger of incurring any civil or criminal liability for failure to perform the required act. Lack of funds shall not be deemed a cause beyond the control of Tenant.

44. NOTICES

All notices, demands, elections and other communications desired or required to be delivered or given under this Lease shall be in writing, and shall be deemed to have been delivered and given when delivered by hand, or on the third business day after the same have been mailed by first class registered or certified mail, postage prepaid, or by nationally recognized overnight courier for next business day delivery such as Federal Express Company, enclosed in a securely sealed envelope addressed to the party to which the same is to be delivered or given at such party’s address as set forth in this Lease, or at such other address as said party shall have designated in writing in accordance with this Article 44. A copy of all notices sent to Landlord shall be sent to Schiff Hardin LLP, 666 Fifth Avenue, New York, New York 10103, Attention: Ivan W. Moskowitz, Esq. A copy of all notices sent to Tenant shall be sent to Blank Rome LLP, 405 Lexington Avenue, New York, New York 10174, Attention: Samuel M. Walker, Esq.

45. SIGNS

A. Tenant shall not install any (i) storefront signs, awnings, canopies, flags, banners, laser lights, blade signs, marquees, exterior decorations and/or projections, or lettering on the storefront glass (including any changes thereto), or (ii) interior signage (including, without limitation, window signage within two feet of storefront windows (“Control Zone”) (other than professionally prepared interior signage within the Control Zone which is less than twelve inches (12” x 12”) in size which shall not require Landlord’s consent; provided further, Landlord’s consent shall not be required for interior signage which is outside the Control Zone if such interior signage is less than 4’ x 4’ in size and is consistent in quality and appearance with other Soul Cycle signage in its other New York City locations) or (iii) other signage which does not comply with the foregoing requirements (whether within or without the Control Zone) (together, “Signage”) unless, in each instance, (1) Landlord shall have approved Tenant’s plans (which approval shall not be unreasonably withheld) for the signage prior to the making of such installation, including, without limitation, as to quality, type, dimension, content, color, material, location, manner of installation and design and (2) Tenant shall have complied with all Legal Requirements. Landlord hereby approves the Signage shown on Exhibit H annexed hereto, subject to Landlord’s reasonable approval as to the construction, materials and method of attachment to the Building (unless the construction, material and/or method of attachment are shown on Exhibit H). Tenant shall remove immediately, after demand by Landlord, and as often as such demand shall be made, any Signage which Landlord has not granted its approval (where such approval is required under this Lease) and to which Landlord shall object. Tenant agrees to maintain all signs for which approval has been obtained as above provided (or where approval is not required) in a first-class condition and to maintain, repair, replace and/or renovate the same and Tenant also agrees to pay for all registration, permit or license fees required by applicable

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governmental authorities and exhibit to Landlord the paid receipts therefor within thirty (30) days after Landlord’s request. On default thereof beyond applicable notice and cure periods, Landlord may pay the same and Tenant shall reimburse Landlord for the costs incurred by Landlord, as Additional Rent, together with interest thereon, within fifteen (15) days after demand. Tenant shall, unless otherwise directed by Landlord in writing, at the expiration or termination of this Lease, remove all signs, lights or other forms of inscription so affixed or displayed and shall repair any damage to the Premises or to the Building caused by such affixing, display or removal. Except as set as shown on Exhibit H, all Tenant’s Signage on the exterior of the Building shall be located on the exterior of the Premises, and only on or above Tenant’s storefronts. The obligations of Tenant in this Section 45.A shall survive the expiration of this Lease.

B. Notwithstanding anything contained in Section 45.A above, Tenant shall not place in the windows or in any display or other area visible to public view from the outside of the Premises or otherwise in or about the Premises any paper or flashing, blinking, neon or animated sign or one which otherwise has variations in the intensity of illumination without consent of Landlord.

C. If Landlord shall deem it necessary to remove any sign in order to paint or to make repairs, alterations or improvements in or upon the Premises, Landlord shall have the right to do so upon reasonable advance notice and alternative signage provided by Landlord to Tenant at Landlord’s cost; provided, however, that in any such event Landlord agrees to use commercially reasonable efforts to expedite the performance of such work, in order to minimize the time that Tenant’s signs are removed from the sign bands of the Premises. On the expiration or sooner termination of the Term, Tenant shall (i) promptly remove all signs installed or displayed by Tenant, and (ii) promptly repair in a good and workmanlike manner in conformity with Legal Requirements and all applicable provisions of this Lease, all damage to the Building caused by such removal.

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46. INABILITY TO PERFORM

This Lease and the obligation of Tenant to pay rent, and to perform all of the other covenants and agreements hereunder on the part of Tenant to be performed shall in no wise be affected, impaired or excused because Landlord is unable to fulfill any of its obligations under this Lease expressly or impliedly to be performed by Landlord or because Landlord is unable to make, or is delayed in making any repairs, additions, alterations, improvements or decorations or is unable to supply or is delayed in supplying any equipment or fixtures, if Landlord is prevented or delayed from so doing by reason of strikes or labor troubles or by accident or by any cause whatsoever reasonably beyond Landlord’s control, including but not limited to, laws, governmental preemption in connection with a national emergency or by reason of any rule, order or regulation of any federal, state, county or municipal authority or any department or subdivision thereof or any government agency or by reason of the conditions of supply and demand which have been or are affected by war or other emergency. Notwithstanding the foregoing, Landlord shall use commercially reasonable efforts to perform such obligations as soon as reasonably practicable.

47. CERTIFICATE OF OCCUPANCY

Subject to Section 6.D(iv), Tenant shall not at any time use or occupy the Premises in violation of the certificate of occupancy issued for the Premises or for the Building and, in the event that any department of the City of New York or State of New York shall hereafter at any time contend and/or declare by notice, violation, order or in any other manner whatsoever that the Premises are used for a purpose which is a violation of such certificate of occupancy, Tenant shall, upon five (5) days’ written notice from Landlord, immediately discontinue such use of the Premises (except as provided in Section 6.D(iv)). Failure by Tenant to discontinue such use after such notice shall be considered a default in the fulfillment of a covenant of this Lease and Landlord shall have the right to terminate this Lease immediately, and in addition thereto shall have the right to exercise any and all rights, privileges and remedies given to Landlord by and pursuant to the provisions of Article 20 hereof or otherwise.

48. MISCELLANEOUS

All rights, powers and remedies provided herein may be exercised only to the extent that the exercise thereof does not violate any applicable law, and are intended to be limited to the extent necessary so that they will not render this Lease invalid, unenforceable or not entitled to be recorded under any applicable law.

This Lease (and all of the exhibits annexed hereto) shall be governed by the laws of the State of New York. Any action commenced in connection with this Lease shall be brought in the State or Federal Court sitting within the City, County and State of New York.

This Lease supersedes all prior agreements between Landlord and Tenant with respect to any of the space included within the Demised Premises.

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This Lease is offered to Tenant for signature with the understanding that it shall not be binding unless and until the Lease is executed by Landlord and delivered to Tenant or its agent, attorney, or other authorized representative. By affixing his/her signature hereto, the signatory of any entity comprising Tenant and Landlord acknowledge that he/she has the full power and authority on behalf of Tenant and Landlord, respectfully, to execute, acknowledge and deliver this Lease and thereby doing so this Lease and all its covenants shall be valid, enforceable obligations of Tenant and Landlord, respectively.

This Lease contains the entire agreement between the parties hereto with respect to the transactions contemplated herein, and no representation, promise, inducement or statement of intention relating to the transactions contemplated by this Agreement has been made by any party which is not set forth in this Agreement.

Tenant shall not record this Lease or any memorandum of lease, without the prior written consent of Landlord.

The receipt by Landlord of Rent, or payment by Tenant, with knowledge of the breach of any covenant of this Lease shall not be deemed a waiver of such breach. No provision of this Lease shall be deemed to have been waived by Landlord or Tenant, unless such waiver be in writing signed by the other party. No payment by Tenant or receipt by Landlord of a lesser amount than the Rent shall be deemed to be other than on account of the earliest stipulated Rent, or as Landlord may elect to apply same, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as Rent be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord’s right to recover the balance of such Rent or pursue any other remedy in this Lease provided.

Any executory agreement hereafter made shall be ineffective to change, modify, discharge or effect an abandonment of this Lease in whole or in part unless such executory agreement is in writing and signed by the party against whom enforcement of the change, modification, discharge or abandonment is sought.

If any term or provision of this Lease or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Lease shall be valid and be enforced to the fullest extent permitted by law.

Under no condition shall Landlord be responsible for consequential, indirect or special damages. The headings in this Lease are for purposes of reference only and shall not limit or define the meaning hereof. This Lease may be executed in any number of counterparts, each of which is an original, but all of which shall constitute one instrument.

This Lease may be changed or modified only by an instrument in writing signed by the party against which enforcement of such change or modification is sought.

Tenant acknowledges and agrees that the Demised Premises do not include, and Landlord hereby expressly reserves to itself, any and all floor area development rights, air rights, use, bulk,

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density or other development rights and any and all other rights or privileges, whether or not transferable, whether now existing or hereafter arising, whether under the Zoning Resolution of the City of New York or other laws, ordinances or regulations, to increase the size or volume of the Improvements or of any buildings or other structures located on other parcels of land (the foregoing rights and privileges being hereinafter collectively referred to as the “Development Rights”). Landlord, its successors, and assigns may, to the extent of its rights, if any, thereto, use, hold, encumber, sell, transfer, surrender, exchange, or otherwise dispose of or deal with the Development Rights as Landlord, its successors and assigns, in its and their sole and absolute discretion, may determine and Tenant agrees to execute any and all reasonable documents required to confirm the foregoing and subordinate the lease to any zoning lot declaration, agreement or zoning lot merger.

At the request of Landlord, Tenant shall allow an adjoining owner unaffiliated with Landlord desiring to excavate on its premises, or a municipality desiring to excavate a nearby street, to enter onto the Demised Premises and the Improvements and shore up a perimeter wall during such excavation provided (i) Tenant reasonably determines that such excavation will not unreasonably interfere with Tenant’s operation of its business and (ii) Tenant is to receive security (in amounts and form reasonably satisfactory to Tenant from the party initiating the excavation) with respect to any damage which may result thereby. Tenant shall, at Tenant’s own expense, repair, or cause to be repaired, any damage caused to any part of the Demised Premises and/or the improvements thereon because of any excavation, construction work, or other work of a similar nature that may be done on any property adjoining or adjacent to the Demised Premises, and Landlord hereby assigns to Tenant any and all rights to sue for and/or recover against such adjoining owners, or the parties causing such damages, the amounts expended or injuries sustained by Tenant because of the provisions of this Article 48 requiring Tenant to repair any damages sustained by such excavations, construction work, or other work.

Subject to Articles 30 and 33, this Lease shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto.

Tenant shall, and shall cause its employees, contractors, and invitees to, comply with the rules and regulations annexed hereto as Exhibit G and such reasonable changes therein (whether by modification, restatement, elimination or addition) as Landlord may make at any time or times hereafter and communicate to Tenant which will not materially adversely affect Tenant (the “Rules”). Landlord is not required to enforce the Rules against Tenant or any other tenant or occupant, their employees, contractors or invitees, and Landlord shall not be liable to Tenant for any violation of the Rules by another tenant or occupant or any of their employees, contractors or invitees, provided Landlord shall not enforce such rules in a manner which discriminates against Tenant. Landlord’s failure to enforce the Rules against Tenant or any other occupant of the Building shall not be considered a waiver of the Rules.

Prior to the Commencement Date, Tenant shall be permitted access to the Premises for the purposes of performing measurements at such times as may be reasonably designated by Landlord and provided the performance of Landlord’s Work is not adversely affected thereby. The performance of such work by Tenant shall not cause an acceleration of the Commencement Date or the Rent Commencement Date. Prior to such access, Tenant shall provide Landlord with evidence of the insurance required by this Lease.

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Notwithstanding anything contained in this Lease, if as a result of (i) Landlord failing to provide a service (including interfering with any utility service to the Premises), perform a repair or comply with any laws, in each case if such service, repair or compliance is Landlord’s express obligation under this Lease, or (ii) Landlord exercising any of its other rights under this Lease, Tenant is unable to, and does not, conduct its business at the Premises in its customary manner (but specifically excluding any such condition resulting from fire, casualty, force majeure delays or any matters caused by a Tenant Omission), for a period of five (5) consecutive business days after notice thereof by Tenant to Landlord specifying the same, then, all Rent shall abate commencing on the sixth (6^th) business day after such notice until the date on which the Tenant is able to conduct its business at the Premises in its customary manner.

Notwithstanding anything to the contrary contained in this lease, except with respect to the limited guaranty of SoulCycle Holdings, LLC, no direct or indirect member, shareholder, partner, principal, affiliate, employee, officer, director, agent or representative of Tenant shall have any personal liability under this lease and no judgment shall be sought, obtained or enforced against any such person or entity with respect thereto.

If either party retains an attorney to enforce this Lease, the prevailing party in any action brought thereon is entitled to recover reasonable attorneys’ fees.

Landlord hereby agrees to waive and release any and all right of distraint, levy or execution against Tenant’s Property for any Rent or Additional Rent or other sums due or to become due under this Lease, and all claims and demands of every kind against Tenant’s Property during the Term of this Lease so long as Tenant is not in default of its monetary or other material obligations hereunder beyond any applicable notice or cure periods. Nothing contained herein shall be deemed to prohibit Tenant from financing Tenant’s Property through equipment lease, conditional sales contract, chattel mortgage, or security agreement (any such financed Tenant’s Property, the “Financed FF&E”). If Tenant shall secure any financing, Landlord shall, within ten (10) days after request by Tenant and provided Tenant is not then in default of its monetary or other material obligations hereunder beyond any applicable notice or cure periods, execute and deliver to the party providing any such financing a waiver of any lien Landlord may have on such Financed FF&E, which waiver may authorize the party providing such financing as its assignee to enter upon the Premises and remove the Financed FF&E in question if Tenant defaults under the terms of any such security agreement. Any such security agreement shall expressly provide that the secured party will, in the event Tenant shall default hereunder, give Landlord not less than ten (10) days’ notice of such default before exercising its rights to remove any such Financed FF&E and all such equipment must be removed prior to the expiration or within twenty (20) days after the expiration or earlier termination of this Lease or the same shall be deemed abandoned.

In the event that Tenant obtains a final, non-appealable order or judgment on the merits, or an arbitration award, which determines that Landlord unreasonably withheld or delayed its approval with respect to any matter under this Lease requiring Landlord not to unreasonably

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withhold or delay its approval, then Landlord shall be deemed to have approved such disputed matter. In addition, Tenant may submit but shall not be required to submit such dispute to final and binding arbitration in the City of New York before a single arbitrator under the Expedited Procedures provisions of the Commercial Dispute Resolution Procedures of the American Arbitration Association (presently Sections E-1 through E-10).

Where Landlord’s consent or approval is required not to be unreasonably withheld or delayed, a demand for additional rent or modification of the terms of this Lease in connection with obtaining such consent or approval shall be deemed unreasonable.

49. SECURITY

A. Tenant shall deposit with Landlord on the signing of this Lease the sum of $48,276.62 in cash which sum shall be held as security for the faithful performance and observance by Tenant of the terms, conditions and provisions of this Lease, including without limitation the surrender of possession of the Premises to Landlord as herein provided. Landlord shall deposit the cash security deposit in an interest bearing account with interest accruing for the benefit of Tenant, less the one (1%) percent administrative fee allowed by law. Landlord will not increase the security deposit at any time

B. Upon an Event of Default, Landlord may apply or retain the whole or any part of the security so deposited to the extent required for the payment of any Fixed Rent and Additional Rent or any other sum as to which Tenant is in default or for any sum which Landlord may expend or may be required to expend by reason of Tenant’s Event of Default including but not limited to, any damages or deficiency in the reletting of the Premises, whether such damages or deficiency accrues before or after summary proceedings or other reentry by Landlord. If Landlord applies or retains any part of the security so deposited, Tenant, upon demand, shall deposit with Landlord the amount so applied or retained so that Landlord shall have the full deposit on hand at all times during the Term. If Tenant shall refuse or fail to replenish the security deposit, then Landlord shall have the same rights in law and equity and under this Lease as it has with respect to a default by Tenant in the payment of Fixed Rent and Additional Rent pursuant to Article 20 hereof. The security shall be promptly returned to Tenant after the Expiration Date and after surrender of possession of the Premises to Landlord (net of any costs and expenses permitted to be deducted hereunder).

C. In the event of a sale or transfer of the Real Property or leasing of the Building, Landlord shall have the right to transfer the security to the vendee or lessee and Landlord shall thereupon be released by Tenant from all liability for the return of such security upon notice to Tenant of such transfer and the assumption of this Lease by the assignee; and Tenant shall look solely to the new landlord for the return of said security; the provisions hereof shall apply to every transfer or assignment made of the security to a new landlord. Tenant shall not assign or encumber or attempt to assign or encumber the monies deposited herein as security and that neither Landlord nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. No interest shall be paid on the security deposited herein.

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D. On the first day of each Lease Year, including, without limitation, on the first day of each Lease Year during any Renewal Term, and within thirty (30) days after notice, Tenant shall forthwith deposit with Landlord additional security so that the total security shall be equivalent to one month of the increased Fixed Rent then payable hereunder.

E. Any payment tendered to Landlord by Tenant shall, unless Landlord and Tenant shall otherwise agree, be applied to sums due pursuant to this Article 49 and thereafter on account of all other sums due and payable under this Lease, notwithstanding any statement or direction by Tenant to the contrary.

50. CROSS DEFAULT

Simultaneously with the execution hereof, Landlord and Tenant have executed and delivered a lease of even date for certain retail space in the Building (“Retail Lease”). Landlord and Tenant agree that a default by Tenant under the Retail Lease shall be a default by Tenant hereunder and that a default by Tenant hereunder shall be a default by Tenant under the Retail Lease.

[BALANCE OF PAGE INTENTIONALL LEFT BLANK]

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IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease on the date first above written.

LANDLORD:
LF GREENWICH LLC
By:	/s/ Harlan Berger
	Harlan Berger
TENANT:
SOULCYCLE 609 GREENWICH STREET, LLC
By:	/s/ Elizabeth Cutler
	Elizabeth Cutler

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EXHIBIT A

PREMISES

EXHIBIT B

COMMENCEMENT DATE AGREEMENT

THIS COMMENCEMENT DATE AGREEMENT (this “Agreement”), made this      day of             ,         , by and between LF Greenwich LLC (“Landlord”) and SoulCycle 609 Greenwich Street, LLC (“Tenant”).

W I T N E S S E T H:

WHEREAS, Landlord and Tenant have entered into that certain Lease dated                      (the “Lease”) for premises located at 609 Greenwich Street, New York, New York; and

WHEREAS, Landlord and Tenant wish to set forth their agreement as to the commencement date of the Term of the Lease.

NOW, THEREFORE, in consideration of the Demised Premises as described in the Lease and the covenants set forth therein, Landlord and Tenant agree as follows:

1. The Initial Term of the lease commenced on             ,         .

2. The Initial Term of the lease shall expire on             , 20    .

3. Tenant has two (2) options of five (5) years which are to be exercised by the presentation of notice to Landlord by no later than                     .

4. The Rent Commencement Date under the lease is                     .

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

LANDLORD:

LF GREENWICH LLC

By:

TENANT:

SOULCYCLE 609 GREENWICH STREET, LLC

By:

EXHIBIT C

INTENTIONALLY DELETED

EXHIBIT D

INTENTIONALLY DELETED

EXHIBIT E

INTENTIONALLY DELETED

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EXHIBIT F

Exhibit F – Landlord’s Work

Landlord will provide the following conditions and/or improvements to the Premises on or before the Turnover of Premise Date, except as set forth below:

A. Preface:

1. Premises will be in “as is condition”; ready for Tenant to obtain permits

2. Premises shall be fully demolished and delivered in “broom swept” condition to include (but not limited to) the following:

Removal of all previous tenant’s installations of ceilings, walls, gates, furniture, fixtures, partitions, safes and other security installations, all carpeting, tiles and adhesives, exclusive of the existing common space bathrooms located on both the 1^st and cellar floors whose removal will be by and at the sole cost of Tenant (Concrete floor will be ground down and finished with a clear coat sealer). The floor will be similar in appearance to that of the concrete floor on the 4^th floor elevator lobby and Centaur Properties LLC office space), electrical, plumbing, HVAC (duct work will be removed from the floor space and the mechanical room) and securing and capping all unused plumbing at drains, abandoned and orphaned piping, ducting, conduit, exposed wiring (except fire alarm and necessary communications or security cable), fastening equipment or hardware and any other service-related equipment no longer in use from any prior Tenant. Following demolition, Landlord shall patch and finish any remaining holes (thru floor penetrations) to closely match the adjacent surface.

3. All hazardous materials have been or will be abated from the site; Landlord shall deliver to Tenant an ACP-5 Certification within ten (10) days after Landlord receives NYC DOB Form PW1.

4. The Landlord will provide the space free and clear of any violations still active on the Premises that are obstacles for the Tenant to obtain permits to commence construction and sign offs for the Premises. Prior to Tenant’s completion of its Alterations, to the extent required in order for the Tenant to obtain a temporary Certificate of Occupancy, Landlord shall clear all Building violations and cause

all open pre-existing permit applications to be either withdrawn or signed off by the relevant city agency which would prevent Tenant from obtaining a temporary Certificate of Occupancy or renewing the same.

B. Building Core and Shell Work:

1. Shell

• Building’s exterior/structure will be, weather tight and properly maintained. All existing leaks will be repaired.

2. Exterior Work

• Except as provided in Paragraph C4 below, Landlord shall deliver the exterior of the premises with a finished facade. A facade shall by constituted by (but not limited to) a uniform material appearance which is in keeping with the building as a whole, removal of any abandoned and orphaned piping, conduit, fasteners, markings or other appendages, incorporation of exterior lighting, and completion of repairs to the existing convenience ramp and railing approach. Landlord agrees to deliver plans of the proposed facade to Tenant for information purposes only and Tenant shall have the right to comment on the exterior design provided it is in a timely manner including (but not limited to) ramp and railing design, material appearance of the facade, exterior lighting but the final design and appearance shall be determined only by Landlord. Tenant agrees to file, represent and construct, at Tenant’s sole expense, any modification to the existing exterior ramp only to facilitate a new independent and dedicated entrance to Tenant’s Premises. Ramp railing and additional finish to be installed by Landlord at the Landlord’s expense, upon mutual agreement of configuration of exterior ramp and railing design, but not as a condition to the Commencement Date. Such work shall be completed by Landlord within sixty (60) days after finalization of the design and issuance of all necessary permits.

3. Access

• Tenant will have the use of the existing ramps and elevators, in their current “as is” condition, without any representation by Landlord.

4. Core

• Tenant may make use of the existing Fire/Life safety systems and include in their design adequate means of egress for Tenant’s occupancy loads and travel distances.

• Within five days of the execution and delivery of the Lease, Tenant shall deliver to Landlord, Tenant’s layout, location and size of the proposed floor opening from the first floor to the basement level. Landlord and Tenant shall reasonably and promptly cooperate to finalize the location and size of the floor opening. Upon approval of the floor opening, Landlord to submit a

formal cost estimate for all aspects of the work to include (but not limited to) engineering fees, filing and construction for Tenant review and approval prior to proceeding with the work, but not as a condition to the Commencement Date. Tenant shall approve or disapprove such cost estimate within ten (10) days of submission and, if disapproved, submit an alternative cost estimate upon a reputable contractor reasonably acceptable to Landlord. Tenant shall be responsible for all costs associated with the work, and shall reimburse Landlord for such costs within thirty (30) days after demand, based on the approved cost estimate. Upon mutual approval by Landlord and Tenant, Landlord shall perform all work to create a floor opening. Landlord agrees to complete such work within sixty (60) days of the approval of such costs and scope of work by Landlord and Tenant and issuance of all necessary permits.

5. Demising Partitions

• Per an agreed to location as noted on Exhibit A, 8/22/12, Leroy Street entry location. Landlord will provide a new glass and steel entry door using similar construction methods and materials as that of the existing first floor facade, within sixty (60) days of the Commencement Date, but not as a condition to the Commencement Date. See Exhibit A.

• Landlord to construct interior demising walls per on agreed to location (as noted on Exhibit A).

C. Building Utility Systems Serving the Premises

1. A/C

• Landlord shall furnish and install new air conditioning unit(s) (similar in type, size and design, replacing those in existence), in the same location as the existing A/C unit, which shall service only the demised premises but including the supers office and common areas of the lower level (A/C). Landlord agrees to furnish Tenant Condenser Water to feed said units at a cost referred to in the lease. Tenant will at its sole cost have the right to install supplemental air conditioning units to service the retail studio space independently.

• Tenant requires (25) Tons of cooling for the basement and (35) Tons of cooling for the first floor. Such work shall be completed by Landlord within sixty (60) days after finalization of the design and issuance of all necessary permits.

• Landlord shall install additional HVAC requirements upon request of Tenant and Tenant shall reimburse Landlord for additional costs within thirty (30) days after demand. Such work shall be completed by Landlord within sixty (60) days alter finalization of the design and issuance of all necessary permits.

• Distribution and duct work by Tenant.

• Landlord will allow access to the Building’s existing fire alarm system for Tenant to interface. As shown on Tenant’s approved plans, Tenant may modify as required at Tenant’s sole expense.

• The systems will operate 7 days per week and in accordance with the Tenant’s business hours. Cooling is to be provided year-round at the retail space. There shall be no after hour charges.

2. Electrical

• Landlord shall provide on the ground floor, at a location closest to the point of origin, to be determined within five (5) days of execution of this Lease and to be mutually agreed upon, submetered (or direct metered) 800 Amps, 3-phase, 4-wire utility service at 120/208 volts (inclusive of HVAC), provided Tenant delivers load letter to verify service required. Tenant requires on the lower level (cellar) floor, an additional submetered (or direct metered) 600 Amps 3-phase, 4-wire utility service at 120/208 volts (inclusive of HVAC), at a location closest to the point of origin to be determined within five (5) days of execution of this Lease, and to be mutually agreed upon, provided Tenant delivers load letter to verify service required. Landlord shall be responsible for any work associated with separating the electric system from the adjacent Tenant (including meters).

3. Fire Protection

• Fire Alarm - Landlord to provide base building panel and command center which Tenant may modify at its sole expense in order to accommodate Tenant’s devices. Devices and associated wiring and programming to Landlord panel by Tenant, at Tenant’s sole cost and expense.

• Sprinkler System - Landlord to provide the space with an existing sprinkler system, which Tenant may modify at its sole expense.

4. Plumbing

• Tenant to install new 2” separately metered or submetered cold water service.

• Tenant to install separately metered 2.5” gas service.

• Landlord to allow for Tenant access for flues as well as shaft space and or louvers for air to domestic hot water heaters, boilers and dryer vents. Landlord shall have the right to approve the amount of and location of space used by Tenant and at all times will reserve the right to maintain space for Landlord future needs. Landlord shall allow Tenant to use the existing louver(s) on the Greenwich Street exterior facade within Tenant’s space for fresh air or exhaust as may be permitted by Legal Requirements, however, should the louver be in conflict with Tenant’s new floor opening, Landlord will close the louver opening but Tenant will be responsible, at its sole cost, to provide for its alternate fresh air or exhaust.

• Tenant requires connection to existing 6” sanitary waste line, at location to be mutually agreed upon, and utilization of existing sewage ejector pit and associated pumps. (pits and pumps are in as is condition)

• Tenant to install its own hot water heaters for Tenant exclusive use for all of Tenant domestic hot water needs, at Tenant sole expense.

D. General Provisions

1. Landlord Documentation – Already Delivered

2. Tenant Work

• Tenant shall have the right to hire contractors to renovate the premises in accordance with architectural plans to be submitted and to be approved by Landlord. Permission to do construction is not to be unreasonably withheld or delayed but no approval shall be required for non-structural portion of the initial work or any future non-structural or cosmetic alterations. Tenant work shall initiate at the Landlord provided perimeter space and utility connections and at locations otherwise referred to within the work letter.

• Landlord will provide 7AM to 6PM construction access, Monday thru Friday excepting nationally recognized holidays, direct service access from street; non-exclusive service elevator access (Tenant realizes this is an occupied and fully operational building and that all Tenants require the use and operations of the loading dock access and service or freight elevators at all times). Materials and staging area (within Tenants space) and temporary utilities on a sub-metered basis (or agreed upon stipend). Any work performed outside of these hours shall constitute after hours work. Tenant to secure work permits as required for off hours work. Construction access is only through Leroy Street entrance/elevator and connecting stairs

• Tenant may work extended hours however shall reimburse Landlord for super or assistant super and or other required building staff and or security details at cost plus 10% charge.

• Landlord shall agree to waive any additional staff charges for “minor finish work” within the Tenant space. Such after-hours work shall be subject to Landlord review and approval.

• Tenant will use commercially reasonable efforts to employ labor that is harmonious with other labor within the Building, but under no circumstances, will Tenant be obligated by Landlord to utilize union labor. All Tenant’s labor shall be sufficiently experienced in its field of work.

• Tenant will be permitted to utilize its own consultants for all permitting and expediting (if necessary) requirements Landlord shall have the right to approve consultants.

• Landlord’s consultants may charge a construction coordination/plan review fee. Tenant to reimburse Landlord for reasonable actual out of pocket costs Landlord incurs for engineers or other professionals in connection with review of Tenant’s plans, including, without limitation, Landlord’s core and shell and acoustical engineers.

• Prior to commencing any work, Tenant shall supply the insurance required by Section 6.B(vi) of the Lease.

EXHIBIT F-1

NEW BATHROOM

EXHIBIT G

RULES AND REGULATIONS

The following are the Rules adopted by Landlord, as of the date of the lease to which these Rules are attached, with respect to the Building.

(a) Tenant shall not store any materials or objects in the Building outside of the Premises, other than in the Retail Premises.

(b) Except as otherwise permitted by this Lease, Tenant shall not drill holes into the exterior walls or roof of the Building, nor will Tenant attach wires or other devices to the exterior walls or roof without the prior written consent of the Landlord. No curtains, blinds, shades, or screens shall be attached to or hung upon, or used in connection with, any windows or doors of the Premises without the prior written consent of Landlord.

(c) Tenant shall not use the bathrooms or other Building systems or any plumbing fixtures for any purpose or in any manner other than for the purposes and in the manner they were intended to be used, and no rubbish, rags, paper towels or other inappropriate materials shall be thrown therein. Tenant shall keep the interior heat in the Premises at such a level that pipes will not freeze in the winter months. Any and all damage resulting from any failure to comply with the foregoing requirements shall be borne by the tenant who, or whose agents, employees, contractors, visitors, or licensees have, caused such damage.

(d) Tenant shall not bring into, or permit in, the Premises any animals (except service animals for the disabled).

(e) No hand trucks or similar devices may be used for moving articles in or out of the Premises, except those equipped with rubber tires, side guards and such other safeguards as Landlord requires.

(f) Tenant shall, at all times, keep a copy of all keys for the Premises with the Landlord together with instructions for disarming any security systems. No additional locks or bolts of any kind shall be placed upon any of the doors or windows by Tenant, nor shall changes be made to any existing locks or the mechanisms thereof without the prior written consent of Landlord. Upon the termination of the tenancy, Tenant shall restore all keys to the Landlord including keys to stores, bathrooms, and/or offices.

(g) In the event of any conflict between the terms and provisions of this Exhibit G and the Lease to which this exhibit is attached, the terms and provisions of the Lease shall be paramount and prevail.

EXHIBIT H

SIGNAGE

EXHIBIT I

TENANT’S LAY-OUT

EX-10.2

Exhibit 10.2

FIRST AMENDMENT OF LEASE

AGREEMENT (“Agreement”) dated as of the 15^th day of December, 2014 between LF Greenwich LLC, a New York limited liability company, having an address at c/o Centaur Properties LLC, 580 Fifth Avenue, 32^nd Floor, New York, New York 10036 (“Landlord”) and SoulCycle 609 Greenwich Street, LLC, a Delaware limited liability company, having an address at 609 Greenwich Avenue, New York, New York 10014 (“Tenant”).

W I T N E S S E T H

WHEREAS, Landlord and Tenant executed and delivered a certain office Lease dated September, 11, 2012 (“Original Lease”) covering a portion of the ground floor and cellar (“Original Premises”) in the Building known as 609 Greenwich Avenue, New York, New York (“Building”); and

WHEREAS, Landlord and Tenant desire to amend the Original Lease as hereinafter provided.

NOW, THEREFORE, in consideration of Ten ($10.00) Dollars and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Original Lease. The term “Lease” as used herein and in the Original Lease shall mean the Original Lease, as modified hereby and from and after the “Effective Date” (as hereinafter defined), the term Premises, as used herein, shall mean together the Original Premises and the “Additional Premises” (as hereinafter defined).

2. Reserved.

3. (a) In addition to the Original Premises demised pursuant to the Original Lease, Landlord, as of the Effective Date, hereby demises to Tenant the total rentable area on the sixth (6^th) floor of the Building (“Additional Premises”) subject to the terms and conditions as provided in this Paragraph 3. Subject to Paragraph 3 (e) below, the “Effective Date” shall mean the date Landlord delivers the entire Additional Premises to Tenant vacant, free of all occupants and claims of occupants in its “AS IS” condition on the Effective Dale. Landlord agrees to give Tenant seven days’ prior notice of the anticipated Effective Date. Nothing contained herein shall require Landlord to perform any work in the Additional Premises to make the Additional Premises ready for Tenant’s occupancy.

(b) (i) In addition to the Fixed Rent payable pursuant to the Original Lease with respect to the Original Premises, commencing on the Effective Date, Tenant agrees to pay to Landlord additional Fixed Rent for the Additional Premises as follows:

Lease Years	Annual Fixed Rent		Monthly Fixed Rent
1	$	795,000.00	$	66,250.00
2	$	814,875.00	$	67,906.25
3	$	835,246.88	$	69,603.91
4	$	856,128.05	$	71,344.00
5	$	877,531.25	$	73,127.60
6	$	899,469.53	$	74,955.79
7	$	921,956.27	$	76,829.69
8	$	945,005.17	$	78,750.43

(ii) For the purposes of this Paragraph 3(b), the first Lease Year shall commence on the Effective Date and shall expire on April 30, 2016, and each subsequent Lease Year shall commence on May 1 and end on April 30.

(c) Notwithstanding anything in the Lease to the contrary, if Tenant exercises its option pursuant to Section 2.B(i) of the Original Lease to extend the term of the Lease for the second Renewal Term, the Fixed Rent payable pursuant to the Lease for the Premises shall be the sum of the following amounts as follows:

Original Premises
Lease Years	Annual Fixed Rent		Monthly Fixed Rent
1	$	881,306.60	$	73,442.22
2	$	903,339.27	$	75,278.27
3	$	925,922.75	$	77,114.10
4	$	949,070.82	$	79,089.24
5	$	972,797.59	$	81,066.47
Additional Premises
Lease Years	Annual Fixed Rent		Monthly Fixed Rent
1	$	968,630.30	$	80,719.19
2	$	992,846.06	$	82,737.17
3	$	1,017,667.21	$	84,805.60
4	$	1,043,108.89	$	86,925.74
5	$	1,069,186.62	$	89,098.88

(d) Landlord represents to Tenant that the Additional Premises is currently occupied by multiple tenants pursuant to leases which either expire on December 15 or 31, 2014, or are month-to-month, and no such tenant has any right or option to further extend the term of its lease. Landlord further agrees, on or before December 22, 2014 to notify the month-to-month tenants in writing that Landlord is cancelling their leases as of January 31, 2015, and copies of such notices shall be concurrently delivered to Tenant or Tenant’s attorneys. Landlord agrees that it will not extend the expiration date of any such lease. If any tenants hold over in the Additional Premises beyond January 31, 2015, Landlord shall promptly start an action to recover

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possession of such premises and diligently prosecute such action(s) to completion. Upon Tenant’s request, Landlord shall advise Tenant of the status of all proceedings and Landlord and Tenant shall reasonably cooperate with each other to enable Landlord to deliver possession of the Additional Premises to Tenant at the earliest possible opportunity. In no event shall Landlord be required to pay any current tenant of the Premises any sums to vacate their premises in order to recover possession of such premises. Prior to the Effective Date, Tenant shall be permitted access to the Additional Premises, subject to the rights of the existing tenants, for the purposes of taking measurements and to survey the Additional Premises and conduct non-invasive due diligence, provided (i) Tenant shall not interfere with the use of the Additional Premises by the existing occupants and (ii) Tenant provides insurance as reasonably required by Landlord, naming Landlord and other parties designated by Landlord as additional insureds. Any such entry shall be at Tenant’s sole risk and Landlord shall not be responsible for any damage or loss to property or installations placed in the Additional Premises or caused by Tenant, Tenant covenants and agrees to repair any damage caused by Tenant’s early entry and to indemnify, defend and hold Landlord harmless, from and against any and all liability as a result of Tenant’s early entry.

(e) If at any time prior to the Effective Date, Landlord receives vacant possession of less than all of the Additional Premises from the current occupants, Landlord shall offer to deliver such space to Tenant (the “Offered Premises”), and if Tenant, in its sole option, agrees to accept delivery of the Offered Premises prior to the delivery of the entire Additional Premises, then, anything in this Agreement to the contrary notwithstanding, the term “Effective Date” with respect to the Offered Premises shall be the date on which Landlord delivers possession of the Offered Premises to Tenant vacant and broom clean, free of all occupants, claims of occupants, refuse and rubbish and personal property. Upon Tenant’s acceptance of any Offered Premises, (a) the Fixed Rent payable for such Offered Premises shall be equal to the product of $795,000, multiplied by a fraction, as such portions are delivered, the numerator of which is the rentable area of the Offered Premises so delivered, as shown on Exhibit A, and the denominator of which is 6,261 (the “Percentage”) and (b) “Tenant’s Proportionate Share” for the purposes of Paragraph 4 below until the Effective Date shall be equal to the product of 12.5% multiplied by the Percentage. For example if Tenant accepts Suite 1 and 2 as shown on Exhibit A, the Percentage would be 8.24%. Landlord and Tenant shall reasonably cooperate with each other to enable Tenant to commence Tenant’s initial Alterations in the Offered Premises, subject to the rights of the then existing occupants, Notwithstanding the foregoing, the Effective Date shall not be deemed to occur until the entire Additional Premises are delivered to Tenant.

(f) In the event Landlord fails to deliver possession of all of the Additional Premises to Tenant on or before June 1, 2015, Tenant shall have the right to terminate the Lease with respect to the Additional Premises, by notice to Landlord delivered on or before June 15, 2015. If Tenant took possession of any Offered Premises prior to such termination, Tenant shall vacate such Offered Premises and deliver possession thereof, broom clean and free and clear of all tenants and rights of occupancy, within fifteen (15) business days after delivery of such notice to Landlord. If Tenant has commenced any alterations in the Offered Premises prior thereto, Tenant shall complete such work, unless Landlord directs otherwise within five days after request from Tenant, and deliver all sign-offs to Landlord as provided in Article 6 of the Lease.

(g) Landlord agrees that the provisions of the last paragraph of Article 5 of the Lease shall apply to Tenant’s initial Alterations.

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4. It is the intention of the parties that additional rent payable by Tenant pursuant to Article 8 of the Lease be calculated separately for the Original Premises and the Additional Premises, with the calculations for the Original Premises being made pursuant to the provisions of Article 8 of the Original Lease as unmodified by this Agreement and the calculations for the Additional Premises being made as of the Effective Date pursuant to the provisions of Article 8 of the Existing Lease with the following modifications:

(a) “Base Year” for the Additional Premises shall mean the Tax Year July 1, 2014 and ending June 30, 2015.

(b) “Tenant’s Proportionate Share” for all of the Additional Premises shall mean 12.5%.

5. Landlord and Tenant each represents and warrants to the other that it has not dealt with any broker or finder in connection with this Agreement. Landlord and Tenant each agree to indemnify and hold the other harmless from and against any and all commission, liability, claim, loss, damage or expense, including reasonable attorneys’ fees, arising from any claims for brokerage or any other fee or commission by any person with whom such party has dealt.

6. If and when the Effective Date occurs, the following provisions shall apply:

(a) As of the Effective Date, Tenant shall be deemed (without any requirement for the delivery of a notice or the execution of any other instrument) to have exercised its option pursuant to Section 2.B(i) of the Original Lease to extend the term of the Original Lease for the first Renewal Term. The Fixed Rent payable for the first Renewal Term shall be the Fixed Rent set forth in Section 2.B(ii)(a) of the Original Lease. Accordingly, following the Effective Date, the new Expiration Date under the Lease for the entire Premises shall be April 30, 2023.

(b) As of the Effective Date, Tenant has assigned its interest under the Lease to SoulCycle Holdings, LLC (“SC Holdings”), and SC Holdings has assumed all obligations of Tenant under the Lease to the extent accruing from and after the Effective Date (and a duplicate original counterpart of which has been furnished to Landlord (“Assignment”), and (2) upon the Effective Date, the Guaranty dated September 11, 2012 executed and delivered by SC Holdings in connection with the Original Lease shall be automatically terminated as to the Premises only, and only with respect to obligations accruing under the Original Lease after the date of the Assignment, but nothing contained herein shall be deemed to release Tenant from any and all obligations (i) under the Lease, or (ii) under the Guaranty accruing prior to the date of the Assignment with respect to the Original Lease, or (iii) under the Guaranty with respect to the “Retail Lease” (as defined in the Original Lease). At the request of either party, Tenant and Guarantor shall confirm the occurrence of the Effective Date.

(c) No later than the ninetieth (90^th) day after the Effective Date, provided no Event of Default shall be outstanding, Landlord shall to return to Tenant the security deposit of $48,276.62, or so much of which has not been applied by Landlord prior thereto (and from and after such date, Article 49 of the Lease shall be deemed deleted and of no further force or effect).

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(d) Notwithstanding the provisions of Section 32 of the Original Lease, Tenant shall be entitled to an aggregate amount of 103 Connected Tons of Condenser Water for the Premises and the premises demised under the Retail Lease.

(e) As part of Tenant’s initial Alterations in the Additional Premises, Tenant shall be permitted to install a hot water heater to supply hot water to the Additional Premises.

(f) Throughout the Term, Landlord shall provide, at Landlord’s cost, nonexclusive use of at least one passenger elevator car to the 6^th floor of the Building subject to call at all times. In addition, Tenant shall have non-exclusive access to the automatic freight elevator on a first come, first served basis, and to the extent, it is in service and available, the Building’s manual freight elevator, subject to the then Building charges for such use. In connection with Tenant’s initial Alterations in the Additional Premises, Tenant shall be entitled to at least 12 hours per week during Tenant’s initial Alterations to the Additional Premises of exclusive use of the Building’s freight elevators free of charge. Landlord shall be responsible for the maintenance and repair of the Building’s elevator pursuant to the terms of Section 7.A of the Lease.

(g) Landlord shall, upon Tenant’s request, list on Building directory, the names of Tenant, any other party occupying any part of the demised premises as permitted by the Lease and their officers or employees, without charge to Tenant.

7. (a) Subject to the next following sentence and the provisions of the Paragraph 7, if Landlord desires to enter into a lease with an unrelated third party at any time during the Term (the “Option Lease”) for all or any part of the fourth (4^th) or fifth (5^th) floors in the Building (the “ROFO Space”), then Landlord shall deliver a notice to Tenant (the “ROFO Notice”) stating in bold capital letters “THIS IS AN OPTION NOTICE”. It is understood and agreed that notwithstanding the foregoing, any lease or lease renewal of the currently existing tenants (or their successors or assigns) of the ROFO Space, including without limitation any expansion of said currently existing tenants in the ROFO Space to vacant portions of the ROFO Space shall be excluded from an Option Lease and shall be permitted by Landlord without Landlord being required to give a ROFO Notice to Tenant. If Landlord gives a ROFO Notice and if no Event of Default has occurred and is continuing as of the date of the ROFO Notice, then Tenant shall have the option (the “ROFO Option”), exercisable by notice (the “Exercise Notice”) to Landlord on or before the sixtieth (60^th) day after the date when Landlord gives the ROFO Notice to Tenant, to include the ROFO Space in the Premises on the terms and conditions set forth in the Lease except as hereinafter set forth. If Tenant exercises the ROFO Option, then the Fixed Rent payable for the ROFO Space shall be the Fair Market Rent, as determined in accordance with the procedures set forth in Section 2.B(iv)-(v) of the Original Lease. If Tenant does not exercise the ROFO Option with respect to the applicable ROFO Space on or before the sixtieth (60^th) day after the date when Landlord gives the ROFO Notice to Tenant, then Landlord shall be deemed to have complied with the provisions of this Paragraph 7 and may enter into an Option Lease at any time thereafter and Landlord shall not be obligated to re-offer the ROFO Space to Tenant in accordance with the terms of this Paragraph 7(a) at any time thereafter.

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(b) The ROFO Space shall be delivered to Tenant in its then existing condition, vacant and broom clean, free of all occupants, claims of occupants, refuse and rubbish and personal property and otherwise “as is” (the date of such delivery to Tenant is hereinafter referred to as the “ROFO Date”). Subject to the applicable provisions of the Lease, Tenant shall be permitted to construct interior stairs connecting the ROFO Space to the Additional Premises, subject to Tenant’s compliance with Article 6 of the Lease and if Tenant so constructs the same, at Landlord’s option, given to Tenant prior to the expiration of the Lease, Tenant agrees to remove the stairs and restore the opening to the condition prior to the construction of such stairs, all in accordance with Legal Requirements.

(c) At Landlord’s option, Landlord may delay delivering of the ROFO Space for the 4^th floor, for up to two years after delivery of the Exercise Notice, to temporarily accommodate the needs of existing tenants in the Building for temporary space. Landlord shall not deliver a ROFO notice for the 5^th floor prior to January 1, 2017 unless the 5^th floor ROFO Space will become available prior thereto and for the 4^th floor space, not before April 1, 2017 unless it becomes available prior thereto.

(d) From and after the ROFO Date, the ROFO Space shall be deemed incorporated for all purposes under the Lease with the same effect as if originally constituting part of the Premises originally demised hereunder, except as provided in this Paragraph 8, and the term “Premises” shall apply to the ROFO Space and the Premises originally demised hereunder. From and after the ROFO Date, Tenant’s Proportionate Share shall be increased to reflect the rentable square footage area of the ROFO Space (to be determined in accordance with the standards used for the measurement of the Premises).

(e) If the applicable ROFO Space shall not be available for Tenant’s occupancy on the anticipated ROFR Date for any reason, including the holding over of the prior tenant, subject to Paragraph 8(c) above, then Landlord shall use commercially reasonable efforts to make such space available as soon as is reasonably practical (including, without limitation, the institution of dispossess proceedings against the holdover tenant if such dispossess proceedings could reasonably be expected to accelerate the vacating of such space by such holdover tenant); provided, however, that Landlord and Tenant agree that the failure to have such applicable ROFO Space available for occupancy by Tenant shall in no way affect the validity of the Lease or the obligations of Landlord or Tenant hereunder, nor shall the same be construed in any way to extend the Term of this Lease; and further provided that the ROFO Date for applicable ROFO Space shall be deferred to and shall be the date the ROFO Space is available for Tenant’s occupancy unleased and free of tenants and other occupants.

8. Landlord represents to Tenant that, as of the date hereof, there is no mortgage encumbering the Premises other than the certain mortgage held by Capital One Bank (the “Holder”). Landlord agrees to obtain and deliver to Tenant, on or before sixty (60) days from the date of this Agreement, an agreement, substantially in the form of the SNDA entered into in connection with the Original Lease, or an amendment thereto, or consent and agreement that the original SNDA applies to the Additional Premises, in either of the foregoing cases, executed by Holder covering the Additional Premises. If Landlord fails timely to deliver to Tenant duly executed copies of the SNDA, Tenant shall have the right, exercisable no later than seventy five (75) days from the date of this Agreement, but not after such SNDA has been executed and

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delivered, to cancel and terminate this Agreement by notice to Landlord. Upon the giving of such notice of cancellation and termination, this Agreement shall terminate and come to an end, and the parties shall not have any further rights or obligations hereunder (other than those obligations which are expressly stated to survive termination), but in all events, the Original Lease shall continue in full force and effect.

9. Except as expressly modified herein, the parties hereto affirm that the Lease is in full force and effect, and as modified hereby, the Lease is ratified and confirmed in all respects.

10. This Agreement may not be orally changed or terminated, nor any of its provisions waived, unless by an agreement in writing signed by the party against whom enforcement of any change, termination or waiver is sought.

11. Tenant acknowledges that this Agreement shall not be binding on Landlord until Landlord shall have executed this Agreement and a counterpart thereof shall have been delivered to Tenant.

12. If any of the provisions of the Lease, as amended hereby, or the application thereof to any person or circumstance, shall, to any extent, be invalid or unenforceable, the remainder of the Lease, as amended hereby, or the application of such provision or provisions to persons or circumstances other than those as to whom or which it is held invalid or unenforceable shall not be affected thereby, and every provision of the Lease, as amended hereby, shall be valid and enforce able to the fullest extent permitted by law.

13. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their respective legal representatives, successors and assigns.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

LANDLORD:
LF Greenwich LLC
By:	/s/ Harlan Berger
	Harlan Berger
TENANT;
SoulCycle 609 Greenwich Street, LLC
By:	/s/ Elizabeth Cutler
	Elizabeth Cutler

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EXHIBIT A

(All Dimensions and Locations are Approximate)

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EX-10.3

Exhibit 10.3

ASSIGNMENT AND ASSUMPTION OF LEASE

KNOW ALL MEN that SOULCYCLE 609 GREENWICH STREET, LLC, a Delaware limited liability company, having an address at 609 Greenwich Street, New York, New York 10014 (“Assignor”), in consideration of Ten ($10.00) Dollars and other good and valuable consideration received from SOULCYCLE HOLDINGS, LLC, a Delaware limited liability company, having an address at 609 Greenwich Street, New York, New York 10014 (“Assignee”), effective as of the Effective Date (as such term is defined in the First Amendment, defined below), does hereby assign, transfer and deliver unto Assignee all of their right, title and interest in and to that certain lease dated as of September 11, 2012, by and between LF Greenwich LLC, as landlord, and Assignor, as tenant, demising certain office premises on the ground floor and cellar in the building known as 609 Greenwich Avenue, New York, New York, as such lease has been amended by a First Amendment of Lease dated as even date herewith (the “First Amendment”; the original lease, as so amended, is hereinafter referred to as the “Lease”).

TO HAVE AND TO HOLD the same unto Assignee, its successors and assigns, forever, from and after the Effective Date, subject to the terms, covenants, conditions and provisions of the Lease.

AND Assignee does hereby acknowledge receipt of the Lease, and does hereby (a) accept the within assignment and (b) assume the performance of all the terms, covenants and conditions of the Lease on the part of the lessee which are to be performed or which arise from and after the Effective Date.

Assignor and Assignee acknowledge and agree that notwithstanding the assignment provided for herein, Assignor shall not be released from any of its obligations under the Lease.

This assignment and assumption agreement shall inure to the benefit of Assignee and Assignor and their respective successors and assigns, and shall be governed by the laws of the State of New York. This agreement may not be modified, altered or amended, or its terms waived, except by an instrument in writing signed by the parties hereto.

None of the provisions of this instrument are intended to be, nor shall they be construed to be, for the benefit of any third party.

Notwithstanding anything contained herein to the contrary the parties when the Effective Date under the First Amendment occurs, and in the event the First Amendment is terminated by Assignor for any reason whatsoever, this assignment shall be null and void and of no force and effect.

IN WITNESS WHEREOF, Assignor and Assignee have only executed this agreement this 15^th day of December     , 2014.

ASSIGNOR
SOULCYCLE 609 GREENWICH STREET, LLC
By:	/s/ Elizabeth Cutler
Name: Elizabeth Cutler
Title:
ASSIGNEE
SOULCYCLE HOLDINGS, LLC
By:	/s/ Elizabeth Cutler
Name: Elizabeth Cutler
Title:

EX-10.4

Exhibit 10.4

EXECUTION COPY

REDEMPTION AGREEMENT

THIS REDEMPTION AGREEMENT (this “Agreement”) is entered into as of April 6, 2015, by and among SoulCycle Holdings, LLC, a Delaware limited liability company (the “Company”), Elizabeth P. Cutler (“Cutler”), Irrevocable Trust FBO Lucia Hodges Cutler u/t/d March 20, 2011 (the “Hodges Trust”), Irrevocable Trust FBO Nina Plamondon Cutler u/t/d March 20, 2011 (the “Plamondon Trust” and, together with the Hodges Trust, the “Cutler Trusts”) Julie J. Rice (“Rice”), Trust F/B/O Parker R. Rice under Julie J. Rice 2011 GRAT (the “Parker Trust”), Trust F/B/O Phoebe Rice under Julie J. Rice 2011 GRAT (the “Phoebe Trust” and, together with the Parker Trust, the “Rice Trusts”), and Equinox Holdings, Inc., a Delaware corporation (“Equinox”). Cutler, the Cutler Trusts, Rice and the Rice Trusts are each referred to herein as a “Founder” and collectively as the “Founders.” The Company, the Founders and Equinox are collectively referred to herein as the “Parties.”

W I T N E S S E T H:

WHEREAS, each Founder is a party to the Third Amended and Restated Limited Liability Company Agreement of the Company (the “LLC Agreement”), effective as of October 1, 2011, by and among the persons identified therein as Members (capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the LLC Agreement);

WHEREAS, Cutler is the owner and holder of 48 Class A-1 Units and 48 Class A-2 Units, the Cutler Trusts are the owners and holders of 12 Class A-1 Units and 12 Class A-2 Units, Rice is the owner and holder of 36 Class A-1 Units and 36 Class A-2 Units, and the Rice Trusts are the owners and holders of 4 Class A-1 Units and 4 Class A-2 Units (all such Class A-1 Units and Class A-2 Units are collectively referred to herein as the “Units”);

WHEREAS, at the Closing, the Company desires to redeem from each Founder, and each Founder desires to have redeemed by the Company, the number of Units set forth opposite the name of each Founder on Exhibit A hereto, for the consideration and upon the other terms and conditions set forth herein;

WHEREAS, immediately following the Closing, the Company shall convert into a corporation pursuant to Section 265 of the Delaware General Corporation Law, as more particularly set forth herein; and

WHEREAS, concurrently herewith the Company (a) is entering into an A&R Employment Agreement (as defined below) and an Option Agreement (as defined below) with each of the individual Founders, which agreements will become effective upon the Closing (as defined below), and (b) is entering into the Registration Rights Agreement (as defined below) with each of the Founders and Equinox, relating to the shares of common stock to be issued to each of the foregoing as a result of the Conversion (as defined below);

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NOW, THEREFORE, in consideration of the foregoing and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. Redemption of the Units. Subject to the terms and conditions hereof, and in consideration of the Redemption Price (as hereinafter defined) and the mutual releases set forth in Section 9 hereof, the Company hereby agrees to redeem from each Founder, and each Founder agrees to sell to the Company, at the Closing (as defined below) the number of Units set forth opposite the name of each Founder on Exhibit A hereto. The Conversion shall be a condition subsequent to the Redemption.

2. Redemption Price. The redemption price to be paid at the Closing to each Founder for the Units to be redeemed from such Founder shall be the sum of (a) the amount set forth opposite the name of such Founder on Exhibit A hereto and (b) such Founder’s Percentage Share (as set forth opposite the name of such Founder on Exhibit A hereto) of Two Million Two Hundred Fifty Thousand Dollars ($2,250,000) of the Founders’ direct fees and expenses incurred in connection with the negotiation and consummation of the transactions contemplated hereby, including the fees and expenses of their financial and legal advisors (the sum of the amounts payable hereunder to all of the Founders being hereinafter referred to as the “Redemption Price”). The Redemption Price shall be paid on the Closing Date to each of the Founders by wire transfer of immediately available cash funds in accordance with the wire transfer instructions set forth opposite the name of each Founder on Exhibit B hereto. The Parties agree and acknowledge that the Redemption Price represents the fully negotiated fair value for the Units.

3. Closing. The closing of the transactions contemplated hereby (the “Closing”) will take place at the offices of Paul Hastings LLP, 75 East 55th Street, New York, NY 10022, at 10:00 A.M. New York City time on the date designated in written notice delivered by the Company and Equinox to each of the Founders (the “Closing Notice”) given not less than two (2) business days and no more than five (5) calendar days prior to the date designated in such written notice as the Closing Date (which in no event shall be later than May 21, 2015). The Closing Notice shall include (i) a certification by the Company and Equinox as to the satisfaction of the Founders’ Closing Conditions and (ii) the proposed Closing Date (which in no event shall be later than May 21, 2015). The day on which the Closing takes place is referred to as the “Closing Date.” The Closing will take place remotely via the electronic exchange of documents and signatures, or at such location as may be mutually designated by the Parties in writing. The Parties’ respective obligations to effect the Closing shall be subject to: (x) in the case of the Founders, the Company’s compliance with Sections 1, 2, 8(a), (b) and (c) and 10 to the extent required by their terms to be performed at or before Closing, and the representations and warranties in Section 6 and Section 7 being true and correct in all material respects as of the date hereof and as of the Closing Date (the “Founders’ Closing Conditions”); and (y) in the case of the Company, the Founders’ compliance with Sections 1 and 10(a), and the representations and warranties in Section 5 being true and correct in all material respects as of the date hereof and as of the Closing Date. Subject to the satisfaction of the Founders’ Closing Conditions, at the Closing each Founder will, automatically and without any further action being required on the part of any Founder, be deemed to have transferred to the Company the number of Units being redeemed from such Founder concurrently with the initiation by the Company of the wire transfers to such Founders contemplated by Section 2 hereof and such transfers will be deemed to be self-effectuating upon the initiation of such wire transfers, and no separate documents of transfer will be required to effectuate such transfers.

4. Rights of Founders; Financing.

(a) Rights of Founders. The Parties expressly acknowledge and agree that unless and until the Closing is consummated, the execution and delivery of this Agreement shall in no way impact or impair any existing rights of the Founders as Members, SC Principals, employees

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or otherwise, including, without limitation, the rights arising under Section 8.07 of the LLC Agreement. If this Agreement is terminated prior to Closing, then none of the Founders’ rights as Members, SC Principals, employees or otherwise, including, without limitation, the rights arising under Section 8.07 of the LLC Agreement, shall be impacted or impaired in any way and the A&R Employment Agreements (as defined below) shall terminate in accordance with their terms (with the Current Employment Agreements thereupon remaining in full force and effect in accordance with their respective terms).

(b) Financing. The Company may take such preparatory actions as may be required in connection with obtaining debt or equity financing of the Redemption Price and such other funding and working capital needs as the Board of Managers shall determine are required (the “Financing”); provided, however, that such Financing shall not close other than simultaneously with the Closing. The Parties agree that any of Equinox or its or its Affiliates’ employees and members and the Founders and their Affiliates may participate as purchasers on market terms in the debt portion of the Financing. The Parties further agree that Equinox may make capital contributions to the Company in exchange for Class B Units of the Company (which will be converted into Class B Common Stock, $0.01 par value per share, of SoulCycle Inc. (“Class B Common Stock”) in the Conversion) at no less than a $710,000,000 pre-money valuation to provide a portion of the Financing. Subject to the Company’s compliance with this Section 4(b) and notwithstanding anything in the LLC agreement to the contrary provided that the proviso at the end of this sentence is complied with, the Financing and all actions taken by the Company in connection therewith may be approved by a simple majority vote of the Board of Managers, provided that such Financing shall not close, and any actions so taken shall not be effective, other than simultaneously with the Closing. Capitalized terms used herein but not defined in this Section 4(b) and Section 4(c) have the meanings given to such terms in the LLC Agreement.

(c) At any meeting of the Board of Managers at which action on any of the matters referred to in Section 4(b) hereof is to be taken, a majority of the Managers constituting the Board of Managers shall constitute a quorum for the transaction of business on any matter referred to in Section 4(b) hereof, provided that a majority of the Managers present are Equinox Designees. Notwithstanding the foregoing, none of the actions so taken shall become effective until immediately prior to, or simultaneous with the Closing, and the consummation of the Closing shall be a condition subsequent to all such actions, such that if the Closing does not immediately occur after the effectiveness of such actions, then such actions shall be null and void ab initio.

(d) The Parties hereto agree that, to the extent that either Section 4(b) or Section 4(c) hereof is inconsistent with Sections 7.03(a)(ii), (v), (vi), (viii), (x) or (xi) of the LLC Agreement, the compliance with such provisions of LLC Agreement, solely to the extent of any such inconsistency with Section 4(b) and Section 4(c), is hereby waived for the limited purpose of effectuating the Closing.

5. Representations and Warranties of the Founders. Each Founder hereby, severally and not jointly, represents and warrants to the Company as to herself or itself, and not as to any other Founder, as follows as of the date hereof and as of the Closing Date:

(a) Authorization. Such Founder has all requisite power and authority to execute and deliver this Agreement and each other agreement annexed as an Exhibit hereto or expressly contemplated by this Agreement (the “Transaction Documents”) to which she or it is a party and to perform her or its obligations hereunder and thereunder and to consummate the

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transactions contemplated hereby and thereby in accordance with the terms hereof and thereof. This Agreement has been duly executed and delivered by such Founder and constitutes a valid and binding agreement of such Founder, enforceable against such Founder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general principles of equity. The Transaction Documents to which such Founder is a party, when executed and delivered by such Founder, will be duly executed and delivered by such Founder and constitute the valid and binding agreement of such Founder, enforceable against such Founder in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general principles of equity.

(b) No Conflicts. Neither the execution and delivery of this Agreement or any Transaction Document to which such Founder is a party nor the performance by such Founder of its obligations hereunder or thereunder will violate or result in a breach (with or without the lapse of time, the giving of notice or both) of or constitute a default under (i) any contract, agreement, commitment, indenture, mortgage, lease, pledge, note, permit or other instrument or obligation or (ii) any law or other restriction of any governmental body, to which the Founder is a party or by which it is bound.

(c) Title to the Units. Such Founder is the sole record and beneficial owner of the number and class of Units listed next to the name of such Founder on Exhibit A hereto and has valid right, title and interests in such Units. Such Founder owns such Units free and clear of any liens, claims, options, or other restrictions whatsoever, other than restrictions contemplated by the terms of such securities, the LLC Agreement, any related governance documents or imposed by Federal or state securities laws.

(d) Independent Investigation; No Reliance. Each of the Founders acknowledges that it made the decision to sell Units on the terms specified herein based upon her or its independent analysis and after carefully considering all factors and variables involved. Each Founder has had a reasonable opportunity to consult with legal counsel of its own choosing (as well as tax and financial advisors of its own choosing) regarding this Agreement and the transactions contemplated hereby. Each Founder further acknowledges that no representations and warranties have been made by the Company or Equinox regarding the financial and/or business condition or prospects of the Company and that each of the Company and Equinox disclaims any responsibility or obligation for disclosure to the Founders of any of the Company’s future plans or prospects. Each Founder further acknowledges that, other than the representations set forth in Sections 6 and 7 hereof, it has not relied on any representation or statement of the Company or Equinox regarding the present or future value of the Units, regarding the advisability of the decision to enter into and perform this Agreement, or the financial and/or business condition or prospects of the Company.

(e) Access to Information and Advice. Each Founder acknowledges and understands that she or it is either a member of the Board of Managers or has access to the information possessed by members of the Board of Managers, and as a result, each Founder possesses material information concerning the Company and its business and affairs (the “Company Information”) and that the Company Information is equally known to the Company and each Founder. Each Founder has entered into this Agreement knowing that she or it has equal knowledge of the Company Information. Each Founder acknowledges that she or it is a highly experienced, sophisticated and knowledgeable investor with respect to its equity ownership in the Company and it has independently and without reliance upon the Company

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and based on the Company Information and such other information as it has deemed appropriate, made its own analysis and decision to enter into this Agreement and consummate the transactions contemplated hereby. Each Founder acknowledges and agrees that it is solely responsible for obtaining such legal, financial, and accounting advice, including tax advice, as it considers necessary and appropriate in connection with transactions contemplated hereby.

(f) Non-foreign Status. Such Founder is not a foreign person as such term is defined in Section 1445(f)(3) of the Code.

6. Representations and Warranties of the Company. The Company hereby represents and warrants to the Founders as follows as of the date hereof and as of the Closing Date:

(a) Authorization. The Company is validly existing and in good standing in the State of Delaware and has full limited liability company power and authority to execute and deliver this Agreement and the Transaction Documents to which it is a party and to perform the terms and provisions hereof and thereof. The execution, delivery and performance of this Agreement have been duly authorized by all necessary limited liability company action on the part of the Company, and constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general principles of equity. The Transaction Documents to which the Company is a party, when executed and delivered by the Company, will be duly authorized by all necessary limited liability company action on the part of the Company, and constitute the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general principles of equity.

(b) No Conflicts. Neither the execution and delivery of this Agreement or any Transaction Document to which the Company is a party nor the performance by the Company of its obligations hereunder or thereunder will (i) contravene any provision contained in the Company’s organizational documents, as amended in each case (to the extent applicable) or (ii) violate or result in a breach (with or without the lapse of time, the giving of notice or both) of or constitute a default under (x) any contract, agreement, commitment, indenture, mortgage, lease, pledge, note, permit or other instrument or obligation, including, without limitation, the Credit Agreements (defined below) or (y) any law or other restriction of any governmental body, to which the Company is a party or by which it is bound. For purposes hereof, “Credit Agreements” shall mean (i) the Amended and Restated First Lien Credit Agreement, dated April 16, 2013, among Related Equinox Intermediate Holdings Corp. (“Holdings”), a Delaware corporation, Equinox, as borrower, each lender from time to time party thereto, Bank of America, N.A., as term loan facility administrative agent and as collateral agent, and City National Bank, as revolving credit facility administrative agent (as amended, supplemented or modified); (ii) Second Lien Credit Agreement, dated February 1, 2013, among Holdings, Equinox, as borrower, each lender from time to time party thereto and Bank of America, N.A., as administrative agent and as collateral agent (as amended, supplemented or modified); and (iii) any indenture, debt instrument or other agreement evidencing indebtedness of Equinox or its affiliates.

(c) Independent Investigation; No Reliance. The Company acknowledges that it made the decision to redeem the Units for the Redemption Price based upon its independent analysis and after carefully considering all factors and variables involved. The Company has

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had a reasonable opportunity to consult with legal counsel of its own choosing (as well as tax and financial advisors of its own choosing) regarding this Agreement and the transactions contemplated hereby. The Company further acknowledges that no representations and warranties have been made by the Founders regarding the financial and/or business condition or prospects of the Company and that each of the Founders disclaims any responsibility or obligation for disclosure to the Company of any of the Company’s future plans or prospects. The Company further acknowledges that, other than the representations set forth in Section 5 above, it has not relied on any representation or statement of the Founders regarding the present or future value of the Units, regarding the advisability of the decision to redeem the Units from the Founders in accordance with this Agreement, or the financial and/or business condition or prospects of the Company.

7. Representations and Warranties of Equinox. Equinox hereby represents and warrants to the Founders as follows as of the date hereof and as of the Closing Date:

(a) Authorization. Equinox is validly existing and in good standing in the State of Delaware and has full corporate power and authority to execute and deliver this Agreement and to perform the terms and provisions hereof. The execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of Equinox, and constitutes a valid and binding agreement of Equinox, enforceable against Equinox in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general principles of equity.

(b) No Conflicts. Neither the execution and delivery of this nor the performance by Equinox of its obligations hereunder will (i) contravene any provision contained in Equinox’s organizational documents, as amended in each case (to the extent applicable) or (ii) violate or result in a breach (with or without the lapse of time, the giving of notice or both) of or constitute a default under (x) any contract, agreement, commitment, indenture, mortgage, lease, pledge, note, permit or other instrument or obligation, including, without limitation, the Credit Agreements or (y) any law or other restriction of any governmental body, to which Equinox is a party or by which it is bound.

8. Covenants.

(a) No Sale Transaction. From the date of this Agreement until the Closing, unless the Founders shall otherwise consent in writing (which consent may be withheld in each Founder’s sole and absolute discretion), the Company shall not effect, nor enter into a definitive written agreement or legally obligate itself in any way with respect to, a Sale Transaction unless (x) such Sale Transaction shall be consummated prior to May 21, 2015, (y) the aggregate proceeds of such Sale Transaction paid to the Founders in exchange for all of their Units upon the consummation of such Sale Transaction is no less than $193,950,000, and (z) such proceeds are paid in full to the Founders in immediately available cash funds at the closing of such Sale Transaction and prior to May 21, 2015.

(b) No Public Offering. From the date of this Agreement until the Closing, unless the Founders shall otherwise consent in writing (which consent may be withheld in each Founder’s sole and absolute discretion), the Company shall not file a registration statement with the Securities and Exchange Commission with respect to an underwritten public offering of its (or any successor’s) equity securities.

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(c) Current Employment Agreements. From the date of this Agreement until the Closing, the Company shall not terminate the employment of either Cutler or Rice without Cause (in each case, as defined in their respective employment agreements with the Company, dated May 23, 2011 (the “Current Employment Agreements”)).

(d) Conversion; Certificate of Incorporation.

(i) The Company shall be converted into a Delaware corporation to be called SoulCycle Inc. (“SoulCycle Inc.”) on the terms set forth herein and in the Certificate of Conversion (defined below) immediately following the Closing. Accordingly, immediately following the Closing (and no later than one (1) business day thereafter) and as a condition subsequent thereto, the Company shall file with the Secretary of State of the State of Delaware:

(A) a certificate of conversion in the form attached hereto as Exhibit C (the “Certificate of Conversion”) which shall have the effect of the Company being converted from a limited liability company to a corporation pursuant to Section 265 of the Delaware General Corporation Law (the “Conversion”), and

(B) the certificate of incorporation of SoulCycle Inc., in the form annexed hereto as Exhibit D, which shall become effective immediately upon the Conversion.

(ii) Immediately following the effective time of the Conversion, Equinox will cause the sole incorporator of SoulCycle Inc. to execute the Action of the Sole Incorporator in the form attached hereto as Exhibit E.

(iii) In view of the fact that the LLC Agreement does not currently provide a procedure for approval of the Conversion, and in order to enable the Company to comply with requirement of section 265(h) of the Delaware General Corporation Law that the Conversion be approved in the manner provide for by the LLC Agreement, the LLC Agreement is hereby amended, effective immediately after the Closing without further action, notice or deed, to provide that the Conversion may be approved by the Founders and Equinox, each of which hereby gives such approval and authorizes the Board of Managers to take such actions and to execute such documentation as may reasonably be required to effectuate the Conversion immediately following the Closing on the terms provided for herein and in the Certificate of Conversion; provided, that, to the extent the Closing is not consummated and this Agreement is terminated pursuant to Section 11(a) this provision shall be null and void ab initio and have no force or effect.

(e) LLC Agreement. Concurrently with and conditioned upon the occurrence of the Conversion, all provisions of the LLC Agreement shall terminate and the obligations of the Company under Section 7.04 and Section 7.05 of the LLC Agreement shall be assumed by SoulCycle Inc. and be obligations of SoulCycle Inc. as provided in Section 265(d) and (e) of the Delaware General Corporation Law.

(f) Capitalization. The Parties acknowledge and agree that immediately following the effectiveness of the Conversion, the ownership of the issued and outstanding capital stock of SoulCycle Inc. shall be as set forth on Exhibit F hereto. The Parties further acknowledge and agree that neither (i) the options to purchase an aggregate of 3% of SoulCycle Inc.’s capital stock granted to each of Cutler and Rice pursuant to their respective Option Agreements nor (ii) the shares of SoulCycle Inc.’s Class A common stock, $0.01 par value per share, held by the Founders immediately following the Conversion (after giving effect to the Redemption) and

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representing 2% of the outstanding shares of SoulCycle Inc.’s capital stock shall be diluted by any issuance or sale of securities of the Company or SoulCycle Inc. in connection with the Financing.

(g) Further Assurances. Each of the Parties shall use its commercially reasonable efforts to take all actions reasonably necessary or appropriate to consummate the transactions contemplated by this Agreement.

(h) Distribution to Equinox. At the Closing, the Company shall, at the request of Equinox, make a distribution to Equinox in the amount of $20,120,429.00, to be payable in cash, a subordinated note or any combination of the two as directed by Equinox. Thereafter Equinox shall have no further rights to any distribution pursuant to Section 4.02 of the LLC Agreement with respect to any tax period ending on or prior to December 31, 2014. If the distribution is in the form of a note, such note shall be expressly subordinate to any existing or future indebtedness for borrowed money of the Company and SoulCycle Inc. (as the case may be) or any Subsidiary and the interest rate borne by the note shall not exceed 200 basis points over the interest rate payable by the Company and SoulCycle Inc. (as the case may be) or any Subsidiary on its senior debt, provided, that, if there shall be no senior debt then the interest rate shall not exceed six percent (6%) per annum; provided, further, that in no event shall the interest rate exceed twelve percent (12%) per annum. For the avoidance of doubt, senior debt shall include second lien loans and senior unsecured loans.

(i) Acknowledgement of inter-company payable. The Founders and Equinox each acknowledge that, as of the close of business on March 20, 2015, there was a balance outstanding in the amount of $4,222,510 on the inter-company payable owing from the Company to Equinox in respect of funds advanced by Equinox to the Company.

(j) Confidentiality.

(i) Each of the Parties hereto agrees to hold in confidence, during the period beginning on the date hereof and ending on the earliest of (x) the date that SoulCycle Inc. files on a non-confidential basis a registration statement with the Securities and Exchange Commission with respect to an underwritten public offering of its equity securities, (y) June 30, 2016, and (z) with respect to a given Party only, the date on which any such information is publicly disclosed through no breach of this Section 8(j) by that Party, all information as to the terms and conditions of this Agreement and the fact that the Parties hereto have entered into this Agreement. The sole and exclusive remedy for a breach of this provision shall be an action for damages (the maximum aggregate liability under this Section 8(j) for all damages shall be limited to $100,000 in the aggregate from the Founders and $100,000 in the aggregate from Equinox) and/or a suit for injunctive relief to prevent additional breaches, and a breach of this provision by any of the Founders shall not constitute “Cause” as defined in any employment or option agreement between the Company and any successor, on the one hand, and such Founder, on the other hand. Except as provided in the immediately preceding sentence, no Party shall be entitled to any monetary or other damages or remedies with respect to a breach of this Section 8(j). A breach of this Section 8(j) by any Party hereto shall not be a basis for termination of this Agreement, not Closing or any other non-performance of this Agreement, by any other party hereto.

(ii) Notwithstanding anything in this Section 8(j) or Section 8(k) to the contrary:

(A) each of the Parties hereto shall be permitted to disclose the terms and conditions of this Agreement and the fact that the Parties hereto have entered into this Agreement (i) to the financing sources of the Company, SoulCycle Inc. and Equinox and to its and their respective legal, financial, accounting and tax advisors, (ii) to the Founders’ legal, financial, accounting and tax advisors, (iii) as required by applicable law, (iv) if such terms, conditions or fact have been publicly disclosed through no breach by such Party of this Section 8(j), and (v) to their respective Affiliates and direct and indirect stockholders, provided that any person or entity to whom disclosure is made agrees to keep the disclosed information confidential and not to further disclose the same and provided, further, that each of the Parties shall be responsible for any breach of this Section 8(j) by any person or entity to whom it makes such disclosures.

(B) each of the Parties hereto shall be permitted to discuss the Conversion with Stacey Griffith and Laurie Cole, but not the other transactions contemplated hereby, including the redemption transactions.

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(k) Publicity. Each of the Parties hereto agrees that it is their respective intention to coordinate and work together on any press release or other public disclosure of the terms and conditions of this Agreement and the transactions contemplated hereby, and that no party hereto will issue any press release or make any other public disclosure of the terms and conditions of this Agreement and the fact that the Parties hereto have entered into this Agreement without the consent of the other Parties hereto.

(l) Cooperation. Each of the Founders agrees that, during the period between the date hereof and the Closing Date, she will provide all necessary cooperation and assistance reasonably requested by Equinox in connection with the financing activities to be conducted by and on behalf of the Company in connection with funding of the Redemption Price, in the form of participating in management presentations, making herself available for meetings with prospective financing sources and reviewing materials provided to such sources.

9. Release.

(a) Release of Founders. For and in consideration of the covenants and promises set forth in this Agreement, effective and contingent upon the Closing, each of the Company, Equinox, their respective affiliates, officers, directors, managers, employees, partners, members and stockholders (the “Company Releasing Parties”), hereby fully and finally release, acquit and forever discharge each Founder and her or its respective current or former assigns, heirs, beneficiaries, representatives, agents, trustees, and trusts for the benefit of any of its beneficiaries (collectively, the “Founder Released Parties”) from, and hereby agrees and covenants not to assert or prosecute, directly or indirectly (including derivatively) against any or all of the Founder Released Parties, any and all actions, debts, claims, counterclaims, demands, liabilities, damages, causes of action, costs, expenses, covenants, obligations, contracts and compensation of every kind and nature whatsoever, past, present, or future, at law or in equity, whether known or unknown, which such Company Releasing Parties, or any of them, had, has, or may have had at any time in the past until and including the Closing Date against each Founder Released Party, but expressly excluding any claims which relate to or arise under any Transaction Document. Each Founder Released Party that is not a party to this Agreement is an intended third party beneficiary hereunder and may enforce her or its rights hereunder.

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(b) Release of Company and Equinox. For and in consideration of the covenants and promises set forth in this Agreement, effective and contingent upon the Closing, each Founder and her or its respective current or former assigns, heirs, beneficiaries, representatives, agents, trustees, and trusts for the benefit of any of its beneficiaries (the “Founder Releasing Parties”), hereby fully and finally releases, acquits and forever discharges the Company and Equinox, and their respective affiliates, officers, directors, managers, employees, partners, members and stockholders (collectively, the “Company Released Parties”) from, and hereby agrees and covenants not to assert or prosecute, directly or indirectly (including derivatively) against any or all of the Company Released Parties, any and all actions, debts, claims, counterclaims, demands, liabilities, damages, causes of action, costs, expenses, covenants, obligations, contracts and compensation of every kind and nature whatsoever, past, present, or future, at law or in equity, whether known or unknown, which such Founder Releasing Parties, or any of them, had, has, or may have had at any time in the past until and including the Closing Date against such Company Released Party, but expressly excluding any claims which relate to or arise under any Transaction Document. Notwithstanding anything in this Agreement, and for the avoidance of doubt, nothing in this Section 9(b) shall be construed to constitute a release of, or a covenant not to sue, or any waiver of rights by any Founder Releasing Party in respect of any claims by any of the Founders arising out of or relating to: (a) rights of indemnification, exculpation, advancement, of expenses or other rights of a similar nature under the LLC Agreement (as in effect on the date hereof) or other governance documents of the Company, any indemnification agreement, or any other agreement, applicable law or otherwise; (b) coverage under the directors’ and officers’ liability and general insurance policies, if any, of the Company for any claims arising out of or relating to such Founder Releasing Party with, or position as an officer, manager, founder, or director of, any of the Company Releasing Parties, as applicable; (c) the Company’s obligations under such Founder’s A&R Employment Agreement; or (d) any of the Transaction Documents. Each Company Released Party that is not a party to this Agreement is an intended third party beneficiary hereunder and may enforce her or its rights hereunder.

(c) No Reliance and No Duty to Disclose. Each of the Parties hereto, on behalf of itself and its affiliates, in any capacity, agrees and acknowledges that (i) except as expressly provided in this Agreement, no other Party hereto or any other Company Released Party or Founder Released Party (each, a “Releasee”), in any capacity, has warranted or otherwise made any representations to it or any of its affiliates concerning any claim which is released pursuant to Section 9(a) or (b) (a “Released Claim”) (including, without limitation, any representation concerning the existence, nonexistence, validity or invalidity of any Released Claim), and (ii) the validity and effectiveness of the foregoing releases and covenants not to sue in Section 9(a) or (b) do not depend in any way on any such representations or warranties or the accuracy, completeness or validity thereof. Nothing contained herein is intended to impair or otherwise derogate from any of the representations, warranties, or covenants expressly set forth in this Agreement.

(d) Release of Unknown Claims. Subject to the limitations set forth in Section 9(a) or (b), each of the Company Releasing Parties and the Founder Releasing Parties (each, a “Releasor”) severally and not jointly agrees and acknowledges that the Released Claims which it is releasing and covenanting not to sue pursuant to the provisions hereof include, without limitation, any Released Claims which such Releasor does not know or suspect to exist in its favor at the time of the giving of the foregoing releases and covenants not to sue, which, if known by it, might affect its decision regarding the releases and covenants not to sue set forth herein. Each of the Releasors severally and not jointly agrees and acknowledges that it might hereafter discover facts or documents in addition to or different from those which it now knows

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or believes to be true or exist with respect to the subject matter of any of the Released Claims, but no Releasee in any capacity shall have any duty to disclose or provide any such facts or documents (whether material or immaterial, known or unknown, suspected or unsuspected) to any Releasor, and each of the Releasors shall be deemed to have fully, finally and forever settled and released any and all Released Claims, whether known or unknown, suspected or unsuspected, contingent or non-contingent, which now exist or heretofore have existed upon any theory of law or equity now existing or coming into existence in the future.

(e) No Admission. Nothing in this Agreement shall be construed as an admission by any Releasor of the existence of any Released Claim or of any liability with respect to any or all of such Released Claims or any other past or future act, omission, fact, matter, transaction or occurrence.

(f) No Pursuit of Released Claims. Subject to the limitations set forth in Sections 9(a), (b) and (d), each Releasor hereby irrevocably covenants: (i) not to assert any Released Claim or commence, initiate, or cause to be commenced or instituted, any proceeding for any Released Claim; (ii) to request any governmental body or other body, department, commission, board, bureau, agency, public authority or instrumentality thereof or any court or arbitrator assuming jurisdiction of any such Released Claim or proceeding to withdraw from the matter or dismiss the matter with prejudice; and (iii) not to accept any monetary relief or recovery from any such proceeding filed on behalf of any Releasor. This Agreement and the releases granted hereunder may be pleaded as a full and complete defense to, and may be used as a basis for an injunction against, any proceeding which may be threatened or commenced by or on behalf of any Releasor in breach of this Agreement.

(g) Effectiveness. For the avoidance of doubt, the provisions of this Section 9 shall only become effective contingent upon Closing, and shall survive Closing indefinitely.

10. Other Agreements.

(a) Contemporaneously with the execution and delivery of this Agreement:

(i) the Company, as the predecessor to SoulCycle Inc., and Cutler and Rice have entered into the applicable amended and restated employment agreement, in the forms annexed hereto as Exhibit G for Cutler and Exhibit H for Rice (each, an “A&R Employment Agreement” and collectively, the “A&R Employment Agreements”);

(ii) the Company, as the predecessor to SoulCycle Inc., and each of Cutler and Rice have entered into:

(A) a 1.0% Option Agreement (each, an “1.0% Option Agreement” and collectively, the “1.0% Option Agreements”) in the form attached hereto as Exhibit I for Cutler and Exhibit J for Rice, and

(B) a 0.5% Option Agreement (each, an “0.5% Option Agreement” and collectively, the “0.5% Option Agreements” and, together with the 1.0% Option Agreements, the “Option Agreements”) in the form attached hereto as Exhibit K for Cutler and Exhibit L for Rice, and

(iii) the Company, as the predecessor to SoulCycle Inc., has entered into the Registration Rights Agreement (the “Registration Rights Agreement”) in the form attached

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hereto as Exhibit M hereto with each of the Founders and SoulCycle Management, LLC (“SCM LLC”), a Delaware limited liability company, relating to the shares of common stock to be issued to each of the foregoing as a result of the Conversion; and

(b) Equinox and the Founders hereby agree, following the Conversion, to propose a restricted stock grant agreement (the “Restricted Stock Agreement” and collectively, the “Restricted Stock Agreements”) in the form attached hereto as Exhibit N to Laurie Cole and in the form attached hereto as Exhibit O to Stacey Griffith; provided, that, for the avoidance of doubt, the execution and delivery by Laurie Cole and Stacey Griffith of the Restricted Stock Agreements shall not be a condition precedent or subsequent to the Closing.

(c) As soon as practicable following the later of (i) the execution and delivery by each of Laurie Cole and Stacey Griffith of her respective Restricted Stock Agreement to the Company and SCM LLC and (ii) and the effective date of the Conversion, Cutler and Rice, as managers of SCM LLC, hereby agree (x) to cause SCM LLC to be dissolved in accordance with the terms of its limited liability company agreement, dated May 23, 2011 (the “SCM LLC Agreement”), and (y) promptly following such dissolution to cause SCM LLC to make a liquidating distribution of the shares of Class B Common Stock issued to SCM LLC upon the Conversion and set forth on Exhibit F hereto, to each of its members, being Laurie Cole and Stacey Griffith, in accordance with their respective Restricted Stock Agreements. From the date hereof until the Closing Date, the Founders agree not to amend the SCM LLC Agreement without the consent of Equinox.

11. Termination.

(a) This Agreement and the transactions contemplated hereby may be terminated at any time prior to the Closing, as follows:

(i) by the mutual written agreement of the Company and the Founders, each in its/their sole and absolute discretion;

(ii) by the Company or the Founders, if any court of competent jurisdiction or other governmental body shall have issued an order or taken any other action expressly restraining, making illegal, enjoining or otherwise prohibiting the transactions contemplated hereby and such order or other action shall have become final and nonappealable;

(iii) by a Founder, if the Company shall have breached Sections 8(a), (b) or (c) or Section 10 (by the Company not executing and delivering the A&R Employment Agreements, the Option Agreements or the Registration Rights Agreement contemporaneously herewith);

(iv) by the Company, if either of the Founders shall have breached Section 10(a)(i) (by either of them not executing and delivering her A&R Employment Agreement contemporaneously herewith); and

(v) by the Company or the Founders, if the Closing shall not have occurred by May 21, 2015, regardless of the reason therefor.

(b) If this Agreement is validly terminated pursuant to Section 11(a), then:

(i) this Agreement shall forthwith become void, and there shall be no liability under this Agreement on the part of the Company, on the one hand, or the Founders, on the other hand, and all rights and obligations of each Party hereunder shall cease;

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(ii) none of the Founders’ rights as Members, SC Principals, employees or otherwise, including, without limitation, the rights arising under Section 8.07 of the LLC Agreement, shall be impacted or impaired in any way;

(iii) the A&R Employment Agreements shall terminate in accordance with their terms (with the Current Employment Agreements thereupon remaining in full force and effect in accordance with their respective terms); and

(iv) the Option Agreements, the Registration Rights Agreement and the amended and restated limited liability company agreement for SoulCycle Management, LLC shall each terminate in accordance with their terms.

This Section 11(b) and Section 12 shall survive any termination of this Agreement.

12. Miscellaneous.

(a) Time of the Essence. Time is of the essence with respect to the performance of this Agreement.

(b) Expenses.

(i) The Founders will pay all of their direct fees and expenses incurred in connection with the negotiation and consummation of the transactions contemplated hereby, including the fees and expenses of their financial and legal advisors, except to the extent included in the Redemption Price pursuant to Section 2.

(ii) Equinox will pay all of the direct fees and expenses of SoulCycle and Equinox in connection with the negotiation and consummation of the transactions contemplated hereby, including the fees and expenses of the financial and legal advisors of Equinox and SoulCycle.

(c) Successors and Assigns. This Agreement shall inure to the benefit of the successors and assigns of the Company and the Founders. This Agreement and the rights and obligations hereunder shall not be assignable by the Company or any Founder without the prior written consent of the other Parties. Any attempted assignment in violation of this Section 12(c) shall be void ab initio and of no effect.

(d) Entire Agreement. This Agreement and each agreement executed and delivered in connection herewith constitutes the entire agreement among the Parties with respect to the matters set forth herein, and supersedes all prior agreements or understandings among the Parties with respect to such matters.

(e) Amendments and Waivers. No modification, amendment or waiver of any provision of, or consent required by, this Agreement, nor any consent to any departure herefrom, shall be effective unless it is in writing and signed by the Parties to be so charged. Such modification, amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

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(f) Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware (without giving effect to its choice or conflict of laws provisions).

(g) Specific Performance. The Parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that each of the Parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy to which they are entitled at law or in equity.

(h) Severability. To the extent any term or provision of this Agreement is declared invalid or unenforceable by a court of competent jurisdiction, such term or provision shall be voided without rendering invalid or enforceable the remaining terms and provisions of this Agreement.

(i) Counterparts. This Agreement may be executed in one or more counterparts, and each such counterpart (including counterparts delivered by facsimile or email) shall be deemed to be an original instrument, and all such counterparts together shall constitute but one agreement.

(j) Construction. The Parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendments hereto. Whenever any action is to be taken by the Founders hereunder, it shall require both of Cutler and Rice, acting together.

(k) Attorneys’ Fees. In any litigation to enforce this Agreement, the court shall award the prevailing party therein its attorneys’ fees and costs, together with any expert fees and expenses, incurred in connection with such litigation.

(l) Notices. All notices, consents, waivers, requests, or other instruments or communications given pursuant to this Agreement shall be in writing, shall be signed by the party giving the same, and (whether mandatory or voluntary) shall be delivered by hand; sent by registered or certified United States mail, return receipt requested, postage prepaid; sent by a nationally recognized overnight delivery service, or sent by electronic mail (with a copy of the transmission retained by the sender for proof thereof) to an electronic mail address known by the sender to be regularly used by the recipient, provided that a conformed copy of such notice is sent simultaneously with such electronic mail by one of the other forms of delivery permitted by this Section 12(l). Such notices, instruments, or communications shall be addressed, in the case of the Company, to the Company at its principal place of business and, in the case of any of the Founders, to the address set forth in the Company’s books and records; except that any party may, by notice, to the Company and each other Founder, specify any other address for the receipt of such notices, instruments, or communications. Except as expressly provided in this Agreement, any notice, instrument, or other communication shall be deemed properly given when sent in the manner prescribed in this Section 12(l). In computing the period of time for the giving of any notice, the day on which the notice is given shall be excluded and the day on which the matter noticed is to occur shall be included. If notice is given by personal delivery, then it shall be deemed given on the date personally delivered to such party. If notice is given by United States mail in the manner permitted above, it shall be deemed given three (3) days after being deposited in the mail addressed to the party to whom it is directed at the last address of the party as it appears on the records of the Company, with prepaid postage thereon. If notice is given by nationally recognized overnight courier delivery service, then it shall be

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deemed given on the date actually delivered to the address of the recipient by such nationally recognized overnight courier delivery service. If notice is given in any other manner authorized herein or by law, it shall be deemed given when actually delivered, unless otherwise specified herein or by law.

[Signature pages follow]

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

COMPANY:
SoulCycle Holdings, LLC
By:	/s/ Larry M. Segall
Name:	Larry Segall
Title:	Executive Vice President and Chief Financial Officer
Equinox
Equinox Holdings, Inc.
By:	/s/ Larry M. Segall
Name:	Larry Segall
Title:	Chief Financial Officer

[Signatures continue on next page]

[Signature Page to Redemption Agreement]

Founders:
/s/ Elizabeth P. Cutler
Elizabeth P. Cutler
Irrevocable Trust FBO Lucia Hodges Cutler u/t/d March 20, 2011
By:	/s/ Allen B. Cutler
Name:	Allen B. Cutler
Title:	Trustee
Irrevocable Trust FBO Nina Plamondon Cutler u/t/d March 20, 2011
By:	/s/ Allen B. Cutler
Name:	Allen B. Cutler
Title:	Trustee
/s/ Julie J. Rice
Julie J. Rice
Trust F/B/O Parker R. Rice under Julie J. Rice 2011 GRAT
By:	/s/ Spencer Rice
Name:	Spencer Rice
Title:	Trustee
Trust F/B/O Phoebe Rice under Julie J. Rice 2011 GRAT
By:	/s/ Spencer Rice
Name:	Spencer Rice
Title:	Trustee

[Signature Page to Redemption Agreement]

Exhibit A

Redemption Schedule

Founder	Number of Class A-1 Units Redeemed		Number of Class A-2 Units Redeemed		Amount		Founder’s Percentage Share of Expenses			Founder’s Dollar Share of Expenses		Amount of Aggregate Redemption Price
Elizabeth Cutler		44.4444		44.4444	$	67,450,000		38	%	$	855,000	$	68,305,000
Irrevocable Trust FBO Lucia Hodges Cutler u/t/d March 20, 2011		5.55555		5.55555	$	10,650,000		6	%	$	135,000	$	10,785,000
Irrevocable Trust FBO Nina Plamondon Cutler u/t/d March 20, 2011		5.55555		5.55555	$	10,650,000		6	%	$	135,000	$	10,785,000
Subtotal		55.5555		55.5555	$	88,750,000		50	%	$	1,125,000	$	89,875,000
Julie Rice		33.3333		33.3333	$	81,650,000		46	%	$	1,035,000	$	82,685,000
Trust F/B/O Parker R. Rice under Julie J. Rice 2011 GRAT		1.85185		1.85185	$	3,550,000		2	%	$	45,000	$	3,595,000
Trust F/B/O Phoebe Rice under Julie J. Rice 2011 GRAT		1.85185		1.85185	$	3,550,000		2	%	$	45,000	$	3,595,000
Subtotal		37.0370		37.0370	$	88,750,000		50	%	$	1,125,000	$	89,875,000
Total:					$	177,500,000		100	%	$	2,250,000	$	179,750,000

Exhibit B

Wire transfer instructions

Founder	Wire transfer instructions
Elizabeth Cutler
Irrevocable Trust FBO
Lucia Hodges Cutler u/t/d
March 20, 2011
Irrevocable Trust FBO
Nina Plamondon Cutler
u/t/d March 20, 2011
Julie Rice

Trust F/B/O Parker R.

Rice under Julie J. Rice

2011 GRAT

Trust F/B/O Phoebe Rice

under Julie J. Rice 2011

GRAT

Exhibit C

EXECUTION COPY

CERTIFICATE OF CONVERSION TO CORPORATION

of

SOULCYCLE HOLDINGS, LLC,

a Delaware limited liability company

converting to

SOULCYCLE INC.,

a Delaware corporation

This Certificate of Conversion to Corporation, dated as of May 15, 2015 is being duly executed and filed by SoulCycle Holdings, LLC, a Delaware limited liability company, to convert the LLC to SoulCycle Inc., a Delaware corporation, under the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et seq.) and the General Corporation Law of the State of Delaware (8 Del.C. § 101, et seq.).:

FIRST: That SoulCycle Holdings, LLC was originally formed on March 25, 2011 in the State of Delaware and was a limited liability company under the laws of the State of Delaware immediately prior to the filing of this Certificate of Conversion to Corporation.

SECOND: That the name and type of entity of the limited liability company immediately prior to the filing of this Certificate of Conversion to Corporation is SoulCycle Holdings, LLC, a Delaware limited liability company.

THIRD: That SoulCycle Holdings, LLC does now desire to convert from a limited liability company to a corporation, pursuant to Section 265 of the General Corporation Law of the State of Delaware, to be named SoulCycle Inc., as set forth in the Certificate of Incorporation filed with the Secretary of State of the State of Delaware contemporaneously herewith.

[Signature Page Follows]

IN WITNESS WHEREOF, SoulCycle Holdings, LLC has caused this Certificate of Conversion to Corporation to be executed as of the 15^th day of May, 2015.

SOULCYCLE HOLDINGS, LLC

Name:

Title:

[Signature page to Certificate of Conversion]

Exhibit D

EXECUTION COPY

CERTIFICATE OF INCORPORATION

OF

SOULCYCLE INC.

The undersigned, in order to form a corporation pursuant to Sections 101 and 102 of the General Corporation Law of the State of Delaware, does hereby certify as follows:

I.

The name of this corporation is SOULCYCLE INC. (the “Corporation”).

II.

The address of the registered office of the Corporation in the State of Delaware is 2711 Centerville Road, Suite 400, City of Wilmington, County of New Castle, Zip Code 19808, and the name of the registered agent of this Corporation in the State of Delaware at such address is Corporation Service Company.

III.

The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the Delaware General Corporation Law (“DGCL”). The Corporation is being incorporated in connection with the conversion of SoulCycle Holdings, LLC, a Delaware limited liability company, to the Corporation (the “Conversion”) and this Certificate of Incorporation is being filed simultaneously with the Certificate of Conversion of SoulCycle Holdings, LLC to the Corporation.

IV.

A. The Corporation is authorized to issue two classes of common stock to be designated, respectively, “Class A Common Stock” and “Class B Common Stock.” The total number of shares that the Corporation is authorized to issue is Two Million Fifty Three Thousand Three Hundred Thirty-Four (2,053,334) shares, of which Fifty Three Thousand Three Hundred Thirty-Four (53,334) shares shall be Class A Common Stock and of which Two Million (2,000,000) shares shall be Class B Common Stock (collectively such Class A Common Stock and Class B Common Stock, the “Common Stock”). The Common Stock shall have a par value of $0.01 per share. The Class A Common Stock and Class B Common Stock shall constitute two separate classes of capital stock for purposes of the DGCL. Upon the filing of the Certificate of Conversion of SoulCycle Holdings, LLC to the Corporation and this Certificate of Incorporation (the “Effective Time”), the units in SoulCycle Holdings, LLC outstanding immediately prior to the Effective Time will be converted into issued and outstanding, fully paid and non-assessable shares of Common Stock (as defined herein) on the basis described in the Redemption Agreement, dated as of April 6, 2015, by and among SoulCycle Holdings, LLC, a Delaware limited liability company, Elizabeth P. Cutler, Irrevocable Trust FBO Lucia Hodges Cutler u/t/d March 20, 2011, Irrevocable Trust FBO Nina Plamondon Cutler u/t/d March 20, 2011, Julie J. Rice, Trust F/B/O Parker R. Rice under Julie J. Rice 2011 GRAT, Trust F/B/O Phoebe Rice under Julie J. Rice 2011 GRAT and Equinox Holdings, Inc., a Delaware corporation, without any action required on the part of the Corporation or the former holders of such units.

B. The following is a statement of the designations and the powers, privileges and rights, and the qualifications, limitations or restrictions thereof in respect of each class of capital stock of the Corporation. Unless otherwise indicated, references to “sections” in this Part B of this Article Fourth refer to sections of Part B of this Article Fourth. Capitalized terms used herein but otherwise not defined shall have the meanings ascribed thereto in Section 13.

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1. COMMON STOCK

1.1 General. The voting, dividend and liquidation rights of the holders of the Common Stock (the “Stockholders”) are subject to and qualified by the rights, powers and preferences of the holders of the Common Stock set forth herein.

1.2 Voting. On any matter presented to the Stockholders for their action or consideration at any meeting of Stockholders (or by written consent of Stockholders in lieu of meeting), the holders of the Common Stock shall be entitled to one vote for each share of Common Stock held at all meetings of Stockholders (and written actions in lieu of meetings). Except as provided by law or by the other provisions of the Certificate of Incorporation, holders of Class A Common Stock and holders of Class B Common Stock shall vote together as a single class.

1.3 Dividends. As and when dividends are declared or paid thereon, whether in cash, property or securities of the Corporation, the holders of Class A Common Stock and the holders of Class B Common Stock shall be entitled to participate in such dividends ratably on a per share basis.

1.4 Liquidation. The holders of the Class A Common Stock and the Class B Common Stock shall be entitled to participate ratably on a per share basis in all distributions to the holders of Common Stock in any liquidation, dissolution or winding up of the Corporation.

1.5 Merger or Consolidation. The holders of the Class A Common Stock and the Class B Common Stock shall be entitled to participate ratably on a per share basis in any mergers or consolidations of the Corporation.

2. CLASS A COMMON STOCK

Class A Common Stock shall have the following rights, preferences, powers, privileges, in addition to those set forth herein and under applicable law:

2.1 Class A Common Stock Protective Provisions through and including September 30, 2016. Through and including September 30, 2016, so long as the Founders and/or any of their Permitted Transferees of the types described in clauses (a) and (b) of the definition of “Permitted Transferee” in Section 5.2 hold at least 20,000 shares of Class A Common Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other

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similar recapitalization with respect to the Class A Common Stock) in the aggregate, from and after the filing date hereof and through and including September 30, 2016, the Corporation shall not, and shall not permit any Subsidiary to, either directly or indirectly by amendment, merger, consolidation or otherwise, do any of the following without (in addition to any other vote required by law or this Certificate of Incorporation or the Bylaws of the Corporation) the prior written consent or affirmative vote of the holders of a majority of the then outstanding shares of Class A Common Stock, given in writing or by vote at a meeting, consenting or voting (as the case may be) separately as a class, and any such act or transaction entered into without such consent or vote shall be null and void ab initio, and of no force or effect:

2.1.1 amend, alter or repeal any provision of the Organizational Documents of the Corporation or any Subsidiary in a manner adverse to the holders of Class A Common Stock or that treats the holders of the Class A Common Stock in a manner disproportionate to any other Stockholders; provided, however, that, nothing in this Section 2.1.1 shall require the consent or affirmative vote of the holders of a majority of the then outstanding shares of Class A Common Stock for the adoption of any amendment and/or restatement of this Certificate of Incorporation or the Corporation’s by-laws from and after the Trigger Time;

2.1.2 create, or authorize the creation of, or issue or obligate itself to issue shares of, any additional class or series of capital stock (including any other security convertible into or exercisable for any such equity security), unless the same ranks pari passu or junior to, or has rights that are no more favorable than, the Common Stock with respect to (x) the distribution of assets on the liquidation, dissolution or winding up of the Corporation, (y) the payment of dividends and rights of redemption or (z) pre-emptive, voting or approval rights;

2.1.3 effect any Corporate Transaction Event other than a Qualified Corporate Transaction Event;

2.1.4 effect any merger, combination with another entity or consolidation under Section 253 of the DGCL;

2.1.5 enter into or be a party to any transaction with any Affiliate of the Corporation or any Affiliate of a Stockholder of the Corporation (an “Interested Party Transaction”), except for (x) employment related transactions made in the ordinary course of business which are pursuant to reasonable requirements of the Corporation’s business and upon fair and reasonable terms that are approved by the Board or (y) a Permitted Affiliate Transaction;

2.1.6 liquidate, dissolve and/or wind-up the business and affairs of the Corporation or any Subsidiary;

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2.1.7 transfer any equity securities of a wholly-owned Subsidiary of the Corporation to any Person other than to another wholly-owned Subsidiary of the Corporation; distribute any assets of the Corporation (except for the payment of cash dividends to all Stockholders on a pro rata basis), or take any other action that affects in an adverse manner or disproportionately the rights, preferences or privileges of the holders of Class A Common Stock; or

2.1.8 agree or commit to do any of the foregoing.

2.2 Class A Common Stock Protective Provisions from and after October 1, 2016. From and after October 1, 2016, so long as the Founders and/or any of their Permitted Transferees of the type described in clauses (a) and (b) of the definition of “Permitted Transferee” in Section 5.2 hereof hold at least 20,000 shares of Class A Common Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Class A Common Stock) in the aggregate, from and after October 1, 2016, the Corporation shall not, and shall not permit any Subsidiary to, either directly or indirectly by amendment, merger, consolidation or otherwise, do any of the following without (in addition to any other vote required by law or this Certificate of Incorporation or the Bylaws of the Corporation) the prior written consent or affirmative vote of the holders of a majority of the then outstanding shares of Class A Common Stock, given in writing or by vote at a meeting, consenting or voting (as the case may be) separately as a class, and any such act or transaction entered into without such consent or vote shall be null and void ab initio, and of no force or effect:

2.2.1 amend, alter or repeal any provision of the Organizational Documents of the Corporation or any Subsidiary that disproportionately materially adversely affects the holders of Class A Common Stock; provided, however, that, nothing in this Section 2.2.1 shall require the consent or affirmative vote of the holders of a majority of the then outstanding shares of Class A Common Stock for the adoption of any amendment and/or restatement of this Certificate of Incorporation or the Corporation’s by-laws from and after the Trigger Time.

2.2.2 create, or authorize the creation of, or issue or obligate itself to issue shares of, any additional class or series of capital stock (including any other security convertible into or exercisable for any such equity security), unless the same ranks pari passu or junior to, or has rights that are no more favorable than, the Common Stock with respect to (x) the distribution of assets on the liquidation, dissolution or winding up of the Corporation, (y) the payment of dividends and rights of redemption or (z) pre-emptive, voting or approval rights, which creation, authorization to create, issuance or obligation to issue would disproportionately materially adversely affect the holders of Class A Common Stock;

2.2.3 effect any Corporate Transaction Event other than a Qualified Corporate Transaction Event;

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2.2.4 effect any merger, combination with another entity or consolidation under Section 253 of the DGCL;

2.2.5 enter into or be a party to any Interested Party Transaction, except for (x) employment related transactions made in the ordinary course of business which are pursuant to reasonable requirements of the Corporation’s business and upon fair and reasonable terms that are approved by the Board or (y) a Permitted Affiliate Transaction;

2.2.6 liquidate, dissolve and/or wind-up the business and affairs of the Corporation or any Subsidiary;

2.2.7 transfer any equity securities of a wholly-owned Subsidiary of the Corporation to any Person other than to another wholly-owned Subsidiary of the Corporation; distribute any assets of the Corporation (except for the payment of cash dividends to all Stockholders on a pro rata basis), or take any other action that materially and disproportionately affects the rights, preferences or privileges of the holders of the Class A Common Stock; or

2.2.8 agree or commit to do any of the foregoing.

2.3 Redemption or Purchase Right. In the event the Corporation desires to take any action set forth in Section 2.1 or Section 2.2, as applicable, it shall, at least ten (10) calendar days prior to the proposed date of such action, deliver written notice (the “Protected Action Notice”) to the holders of Class A Common Stock requesting their consent to, or approval of, such proposed action (a “Protected Action”). The Protected Action Notice shall set forth in reasonable detail the material terms of the Protected Action and the Corporation’s reasons therefor. Within ten (10) calendar days of receipt of a Protected Action Notice (the “Response Period”), a majority of the then outstanding holders of Class A Common Stock shall deliver written notice to the Corporation either consenting to or approving such Protected Action, or indicating their objection to the taking of such Protected Action (a “Response Notice”). In the event a Response Notice is not delivered to the Corporation within the Response Period, then it shall be deemed that such Protected Action was not consented to or approved by a majority of the then outstanding holders of Class A Common Stock. In the event a Protected Action is either objected to in a Response Notice or deemed objected to pursuant to the immediately preceding sentence, then the Corporation shall have the right to take such action, if and only if it first redeems or its designee first repurchases all of the outstanding shares of Class A Common Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Class A Common Stock) held by the Founder Groups for a price per share equal to Seven Hundred Nineteen Dollars ($719) (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Class A Common Stock) (the “Repurchase Price”) by payment as described below (the “Repurchase Right”). In the event the Corporation elects to exercise its Repurchase Right (either by itself or through its designee), it shall deliver written notice to the holders of Class A Common Stock within five (5)

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days after the expiration of the Response Period of such election (the “Repurchase Notice”), which Repurchase Notice shall include the closing date of the redemption or purchase which shall be no later than five (5) days after the delivery of such Repurchase Notice, in which event all members of the Founder Groups shall be required to sell their then outstanding shares of Class A Common Stock on the terms provided herein on receipt of a Repurchase Notice (as defined below). At the closing of such redemption or purchase, each holder of outstanding shares of Class A Common Stock shall surrender the certificate or certificates representing such shares (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Corporation or its designee, in the manner of delivery and at the place designated in the Repurchase Notice, and thereupon the Repurchase Price for such shares shall be paid to the order of the person whose name appears on such certificate or certificates as the owner thereof by wire transfer of immediately available funds in accordance with the wire transfer instructions designated in the Response Notice, provided, that, if any holder’s accounts were not designated in the Response Notice, or no Response Notice was given, then payment to the holders who have not furnished their wire transfer instructions in the Response Notice, or to all such holders if no Response Notice were given, shall be made by good check subject to collection at their respective address on the books and records of the Corporation. The redemption or purchase shall be deemed to have been completed, and the Corporation shall be entitled to take any action set forth in Section 2.1 or Section 2.2 hereof without the prior written consent or affirmative vote of the holders of a majority of the then outstanding shares of Class A Common Stock, when, subject to the Corporation’s compliance with this Section 2.3, the Corporation or its designee tenders in full to the holders of the Class A Common Stock payment as described above, an amount equal to the product of (x) the Repurchase Price multiplied by (y) the number of shares of Class A Common Stock then outstanding. From and after the consummation of the redemption or repurchase effected in compliance with the terms of this Section 2.3, all rights of the holders of Class A Common Stock as such hereunder and under the DGCL shall cease and be of no further force or effect.

2.4 Interested Party Transactions. As a condition to and prior to agreeing to or consummating an Interested Party Transaction that (a) involves the payment of or commitment to pay (whether to or from the Corporation or any Subsidiary) Five Million Dollars ($5,000,000) or more in the aggregate; (b) that relates to the acquisition by the Corporation or any Subsidiary or the transfer or disposition of any assets of the Corporation or any Subsidiary having a fair market value equal to or greater than Five Million Dollars ($5,000,000) in the aggregate or (c) or any other transaction involving Five Million Dollars ($5,000,000) or more in the aggregate, the Board shall obtain an opinion from an Independent Expert that such transaction is fair to the Corporation from a financial point of view. Anything in this Section 2 to the contrary notwithstanding, there shall be no restriction on (i) subject to the Corporation’s compliance with Section 4, Equinox

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Holdings, Inc., a Delaware corporation (“Equinox”), or its Affiliates’ purchasing Class B Common Stock from the Corporation provided, that, the Corporation obtains an opinion from an Independent Expert that the price paid for such Class B Common Stock is fair to the Corporation and (ii) subject to the Corporation’s compliance with Section 4.2, Equinox or its Affiliates’ loaning money to the Corporation or any Subsidiary, provided, that, (x) the terms of such loan shall be expressly subordinate to any existing or future indebtedness for borrowed money of the Corporation or any Subsidiary and (y) the interest rate shall not exceed 200 basis points over the interest rate payable by the Corporation or any Subsidiary on its senior debt, provided, that, if there shall be no senior debt, then the interest rate shall not exceed six percent (6%) per annum; provided, further, that in no event shall the interest rate exceed twelve percent (12%) per annum. For the avoidance of doubt, senior debt shall include second lien loans and senior unsecured loans.

2.5 Termination. The provisions set forth in this Section 2 shall terminate and be of no further force or effect from and after the Trigger Time.

3. ELECTION OF DIRECTORS

3.1 The Board of Directors of the Corporation (the “Board”) shall consist of twelve (12) members or such other number as the Board shall determine from time to time by written notice delivered to the Secretary of the Corporation, subject to Sections 3.2 and 3.3 hereof; provided that the Board may grant the right to designate one or more members of the Board to any third parties, including any investors in the capital stock of the Corporation.

3.2 The holders of outstanding shares of Class A Common Stock, voting separately as a class, shall be entitled to elect two (2) directors (the “Class A Common Directors”) so long as each of Elizabeth Cutler (“Cutler”) and Julie Rice (“Rice”) (each of Cutler and Rice, a “Founder” and together, the “Founders”) is a Qualifying Founder, and in such event each Founder shall be entitled to designate one of the Class A Common Directors. If one (but not both) of the Founders ceases to be a Qualifying Founder, then the holders of outstanding shares of Class A Common Stock, voting separately as a class, only shall be entitled to elect one (1) Class A Common Director, and in such event the Qualifying Founder shall be entitled to designate the sole Class A Common Director. If both Founders cease to be Qualifying Founders, then the holders of outstanding shares of Class A Common Stock shall not be entitled to elect any directors. If a Founder ceases to be a Qualifying Founder, she may be removed as a director by written notice to that effect delivered by Equinox to the Secretary of the Corporation. A “Qualifying Founder” shall mean a Founder that, as of the date of determination, (i) is then serving as the Chief Executive Officer or Co-Chief Executive Officer of the Corporation, or (ii) then holds, together with her applicable Founder Group, at least 10,000 shares of Class A Common Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Class A Common Stock).

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3.3 The holders of outstanding shares of Class B Common Stock, voting separately as a class, shall be entitled to elect the number of directors of the Corporation equal to five (5) (or such other number of directors as determined by the Board from time to time) less the number of Class A Common Directors then able to be elected.

3.4 If the holders of shares of Class A Common Stock or Class B Common Stock, as the case may be, fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors, voting separately as a class, pursuant to this Section 3, then any directorship not so filled shall remain vacant until such time as the holders of the Class A Common Stock or Class B Common Stock, as the case may be, elect a person to fill such directorship by vote or written consent in lieu of a meeting; and no such directorship may be filled by Stockholders other than by the Stockholders that are entitled to elect a person to fill such directorship, voting separately as a class. Any director who shall have been elected by the holders of a class of stock may be removed during the aforesaid term of office, either with or without cause, by, and only by, the affirmative majority vote of the holders of the shares of the class of stock entitled to elect such director or directors, given either at a special meeting of such Stockholders duly called for that purpose or pursuant to a written consent of Stockholders, and any vacancy thereby created may be filled by the holders of that class of stock represented at the meeting or pursuant to a written consent.

3.5 To the extent entitled to vote thereon, each holder of shares of Common Stock agrees to vote, or cause to be voted, all such shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of Stockholders at which an election of directors is held or pursuant to any written consent of the Stockholders, the persons designated in accordance with this Section 3 shall be elected to the Board. In addition, each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that:

3.5.1 no director elected pursuant to Sections 3.2 or 3.3 may be removed from office unless (i) such removal is approved by the affirmative vote of the Person, or of the holders of that class of stock, entitled under Sections 3.2 or 3.3 to designate and/or elect that director; or (ii) the Person(s), or the holders of that class of stock, originally entitled to designate and/or elect such director pursuant to Section 3.2 or 3.3 is no longer so entitled to designate and/or elect such director;

3.5.2 any vacancies created by the resignation, removal or death of a director elected pursuant to Sections 3.2 or 3.3 shall be filled pursuant to the provisions of Section 3.4; and

3.5.3 upon the request of any Person entitled to designate a director as provided in Section 3.5.1 to remove such director, such director shall be removed.

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3.6 All Stockholders agree to execute any written consents required to perform the obligations of this Section 3, and the Corporation agrees at the request of any Person entitled to designate directors to call a special meeting of Stockholders entitled to elect the subject director for the purpose of electing directors. At any meeting held for the purpose of electing a director, the presence in person or by proxy of the holders of a majority of the outstanding shares of the class entitled to elect such director shall constitute a quorum for the purpose of electing such director.

3.7 A majority of the directors (provided that (i) a majority of the directors present are Class B Directors, and (ii) so long as a Class A Common Director is capable of being elected, at least one of the Class A Common Directors is present) constituting the Board shall constitute a quorum for the transaction of business; provided, however, that, so long as a Class A Common Director is capable of being elected, if the number of Class A Common Directors then capable of being elected miss a meeting of the Board, a majority of the directors constituting the Board shall constitute a quorum for the transaction of business at the next following meeting but not any subsequent meeting thereafter except as otherwise provided herein. Each director shall be entitled to cast one (1) vote. The vote of a majority of the directors cast at any meeting at which there is a quorum present shall be the act of the Board. A majority of the directors present may adjourn any meeting of the Board to another date, time or place, whether or not a quorum is present. If a meeting is adjourned pursuant to this Section 3.7 due to the absence of a quorum, such adjournment shall be for at least 24 hours. No notice need be given of any adjourned meeting, except (1) 24 hours’ notice shall be given to each of the members of the Board not present at the adjourned meeting, and (2) if the date, time or place of the adjourned meeting are not announced at the time of adjournment, the notice referred to in clause (1) above shall be given to each member of the Board, whether or not present at the adjourned meeting. The Board may appoint the Chairman of the Board and the officers of the Corporation, each of whom will serve at the pleasure of the Board, subject to any applicable written employment or other written agreement between the Corporation and such officer.

3.8 Termination. The provisions set forth in this Section 3 shall terminate and be of no further force or effect from and after the Trigger Time

4. PRE-EMPTIVE RIGHTS

4.1 Preemptive Rights on New Securities.

4.1.1 Preemptive Right. Subject to the exceptions set forth in Section 4.1.5, the Corporation shall not offer, issue or sell to any Person any New Securities (collectively, the “New Issue Securities”) unless, subject to Section 2.1 and Section 2.2, as applicable, the Corporation shall have first offered to sell to each of the Stockholders (collectively, the “Preemptive Right Stockholders”) up to such Preemptive Right Stockholder’s Pro Rata Share (as defined herein) of such New Issue Securities, in accordance with and subject to this Section 4.1, which offer shall be specified in a writing by

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the Corporation delivered to the Preemptive Right Stockholders (the “Preemptive Right Notice”) and by its terms, shall remain open and irrevocable for a period of forty (40) days after the Preemptive Right Notice is delivered to the Preemptive Right Stockholders (the “Preemptive Right Acceptance Period”). The Preemptive Right Notice with respect to any offering of New Issue Securities by the Corporation shall set forth all of the terms and conditions of such offering, including, without limitation, (i) the Corporation’s bona fide intention to offer such New Issue Securities, (ii) the class or classes of such New Issue Securities offered and the number of shares of each such class offered, (iii) the proposed price for the New Issue Securities and other terms of such offering, (iv) such Preemptive Right Stockholder’s Pro Rata Share of such New Issue Securities, (v) a copy of the proposed definitive agreement (if available), and (vi) the proposed date of the closing of the issuance and sale of such New Issue Securities. Following the delivery of the Preemptive Right Notice, the Corporation shall provide such additional information as each Preemptive Right Stockholder may reasonably request in order to evaluate the proposed offer and sale of the New Issue Securities, promptly, and in any event within two (2) Business Days, following such Preemptive Right Stockholder’s written request therefor. For purposes of this Agreement, the term “Pro Rata Share” means, with respect to each Stockholder, as of the date of determination, an amount, expressed as a percentage, equal to the quotient obtained by dividing the aggregate number of shares of Class A Common Stock and Class B Common Stock, owned of record by such Stockholder as of such date (treating both classes of Common Stock as one class for this purpose), by the aggregate number of shares of Class A Common Stock and Class B Common Stock issued and outstanding as of such date (treating both classes of Common Stock as one class for this purpose); provided, however, that solely for purposes of determining the “Pro Rata Share” of each of the Founders pursuant to Section 4.1 and Section 4.2, (i) the aggregate number of shares of Class A Common Stock and Class B Common Stock owned of record by Cutler shall be deemed to include the shares of Class A Common Stock and shares of Class B Common Stock owned of record by each of Cutler, the Irrevocable Trust FBO Lucia Hodges Cutler u/t/d March 20, 2011 and the Irrevocable Trust FBO Nina Plamondon Cutler u/t/d March 20, 2011 and their respective Permitted Transferees and (ii) the aggregate number of shares of Class A Common Stock and Class B Common Stock owned of record by Rice shall be deemed to include the shares of Class A Common Stock and shares of Class B Common Stock owned of record by each of Rice, the Trust F/B/O Parker R. Rice under Julie J. Rice 2011 GRAT and the Trust F/B/O Phoebe Rice under Julie J. Rice 2011 GRAT and their respective Permitted Transferees. “Permitted Transferee,” as used in this Section 4.1.1 means Permitted Transferees of the types described in clauses (a) and (b) of the definition of “Permitted Transferee” in Section 5.2 hereof.

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4.1.2 Acceptance Notice. At any time during the Preemptive Right Acceptance Period with respect to any Preemptive Right Notice, each Preemptive Right Stockholder shall have the right, but not the obligation, to accept the Corporation’s offer with respect to the New Issue Securities set forth in the Preemptive Right Notice and to purchase all or a portion of such Preemptive Right Stockholder’s Pro Rata Share of such New Issue Securities, subject to the oversubscription rights set forth in Section 4.1.3, by giving written notice to the Corporation of such acceptance (an “Acceptance Notice”), which Acceptance Notice shall constitute an irrevocable acceptance of such offer unless such Preemptive Right Stockholder revokes such offer in writing prior to the expiration of the Preemptive Right Acceptance Period. If an Acceptance Notice with respect to all of a Preemptive Right Stockholder’s Pro Rata Share of the New Issue Securities is not delivered to the Corporation by such Preemptive Right Stockholder within the Preemptive Right Acceptance Period, such Preemptive Right Stockholder shall be deemed to have waived such Preemptive Right Stockholder’s opportunity to purchase the New Issue Securities with respect to which the Acceptance Notice was not delivered and, subject to Section 4.1.3, the Corporation shall be free to issue and sell such New Issue Securities to any Person on the terms and conditions set forth in the Preemptive Right Notice; provided, however, that any such New Issue Securities not sold within sixty (60) days after the expiration of the Preemptive Right Acceptance Period shall continue to be subject to the requirements of this Section 4.1.

4.1.3 Oversubscription Rights.

(a) In any offering of New Issue Securities, each of the Preemptive Right Stockholders who has accepted the offer to purchase all, but not less than all, of such Preemptive Right Stockholder’s Pro Rata Share of such New Issue Securities pursuant to Section 4.1.2 (each, a “Preemptive Right Participating Stockholder”) shall have a right of oversubscription, such that if any of the other Preemptive Right Stockholders declines to purchase all of such Preemptive Right Stockholder’s Pro Rata Share of the New Issue Securities, each Preemptive Right Participating Stockholder shall have the right to purchase all or a portion of the balance of the New Issue Securities not purchased pursuant to Section 4.1.2. Such right of oversubscription may be exercised by the Preemptive Right Participating Stockholders by irrevocably accepting the offer of the New Issue Securities pursuant to Section 4.1.2 as to more than the Preemptive Right Participating Stockholder’s Pro Rata Share. The Corporation shall allocate to each such oversubscribing Preemptive Right Participating Stockholder its Pro Rata Share (excluding for the purposes of such calculation all shares of Class A Common Stock and Class B Common Stock held by the Preemptive Right Stockholders other than such oversubscribing Preemptive Right Participating Stockholders), of the balance of New Issue Securities

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not purchased by the Preemptive Right Stockholders pursuant to Section 4.1.2, up to the total amount of New Issue Securities set forth in such oversubscribing Preemptive Right Participating Stockholder’s Acceptance Notice; and thereafter, any remaining unallocated amounts of New Issue Securities shall be allocated among the oversubscribing Preemptive Right Participating Stockholders (up to the total amount of New Issue Securities set forth in such oversubscribing Preemptive Right Participating Stockholder’s Notice of Acceptance) as determined by the Board.

(b) Following the expiration of the Preemptive Right Acceptance Period with respect to an offering of New Issue Securities, if the Preemptive Right Stockholders have elected to purchase all or a portion of the New Issue Securities pursuant to Section 4.1.2 (after giving effect to the exercise of any oversubscription rights pursuant to Section 4.1.3(a)), the Corporation shall sell to each of the Preemptive Right Stockholders who has elected to purchase such New Issue Securities, such New Issue Securities which such Preemptive Right Stockholder has elected to purchase and shall be entitled to sell the New Issue Securities not purchased by the Preemptive Right Stockholders to a third party, in each case upon the terms and conditions specified in the Preemptive Right Notice.

4.1.4 Closing. The closing of the purchase of the New Issue Securities set forth in a Preemptive Right Notice shall occur on a date specified by the Corporation after the expiration of the Preemptive Right Acceptance Period. Upon the closing of any such purchase of New Issue Securities, which shall include full payment to the Corporation of the purchase price therefor, each Preemptive Right Stockholder who has delivered an Acceptance Notice to the Corporation shall purchase from the Corporation, and the Corporation shall sell to each such Preemptive Right Stockholder, the number of New Issue Securities specified in such Preemptive Right Stockholder’s Acceptance Notice (after giving effect to the provisions of Section 4.1.3(a)), upon the terms and conditions specified in the Preemptive Right Notice.

4.1.5 Exceptions. The rights of the Preemptive Right Stockholders under this Section 4.1 shall not apply to any of the following:

(a) shares of Common Stock (and/or options, warrants or other purchase rights to purchase Common Stock) issued or granted by the Corporation to the Founders or in connection with employee equity incentive programs approved by the Board;

(b) shares of Common Stock issued for consideration other than cash pursuant to a bona fide business acquisition by the Corporation, or a merger, consolidation, strategic alliance, acquisition or similar business combination, so long as such transaction was approved by the Board and approved pursuant to Section 2.1 or Section 2.2, as applicable;

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(c) shares of Common Stock issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement or debt financing from a bank or other financial or lending institution approved by the Board and approved pursuant to Section 2.1 or Section 2.2, as applicable;

(d) shares of Common Stock issued in connection with strategic transactions involving the Corporation and third parties (other than any Stockholders or Affiliates thereof), including, without limitation, joint ventures, manufacturing, marketing or distribution arrangements, provided that such issuance was approved by the Board and approved pursuant to Section 2.1 or Section 2.2, as applicable; or

(e) any shares of Common Stock issued in connection with any IPO.

4.1.6 Override Provision. In the event that the Board shall in good faith determine that the Corporation needs to close the sale of New Issue Securities more quickly than would be possible if the Corporation were required to comply with the provisions of Sections 4.1.1, 4.1.2 and 4.1.3, then notwithstanding anything to the contrary in this Section 4.1, the Corporation may sell New Issue Securities without compliance with the requirements of Sections 4.1.1, 4.1.2 and 4.1.3 hereof, provided, that, no later than five (5) calendar days following the initial closing of the sale of such New Issue Securities (the “Securities Closing”), the Corporation shall offer to each of the Stockholders the right to purchase up to such Founder’s Pro Rata Share of the amount of such New Issues Securities (after giving effect to any New Issues Securities issued or sold by the Corporation at the Securities Closing) plus any oversubscription rights, to the extent applicable, in accordance with the applicable provisions of Sections 4.1.1, 4.1.2 and 4.1.3 hereof and on the same terms and conditions as the New Issues Securities issued and sold at the Securities Closing.

4.1.7 Termination. The provisions set forth in this Section 4.1 shall be of no further force or effect from and after the Trigger Time.

4.2 Rights to Debt Issuances.

4.2.1 Loan Participation Right. Neither the Corporation nor any Subsidiary shall obtain a loan (each, a “Proposed Loan”) from any Stockholder or any Affiliate of any Stockholder (other than a Founder or any Permitted Transferee thereof) (each, a “Proposed Lender”), unless, subject to Section 2.1 and Section 2.2, as applicable, the Corporation shall have first offered to each Founder the opportunity to participate in such Proposed Loan as a lender for an amount equal up to such Founder’s Pro Rata Share

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of the amount of such Proposed Loan, in accordance with and subject to this Section 4.2, which offer shall be specified in a writing by the Corporation delivered to the Founders (the “Loan Participation Notice”) and by its terms, shall remain open and irrevocable for a period of thirty (30) days after the Loan Participation Notice is delivered to the Founders (the “Loan Participation Right Acceptance Period”). The Loan Participation Notice to each Founder with respect to each Proposed Loan shall set forth all of the terms and conditions of such Proposed Loan, including, without limitation, (i) the Corporation’s bona fide intention to obtain the Proposed Loan, (ii) the total dollar amount of the Proposed Loan, (iii) the name of each Proposed Lender, (iv) such Founder’s Pro Rata Share of the Proposed Loan, (v) the interest rate, maturity date, security interests, if any, and all other material terms of the Proposed Loan, (vi) copies of the proposed definitive loan, security and other agreements and documents with respect to the Proposed Loan (if available), and (vii) the proposed date of the closing of the Proposed Loan in accordance with Section 4.2.3. The Corporation shall provide such additional information as each Founder may reasonably request in order to evaluate the Proposed Loan, promptly, and in any event within five (5) Business Days, following such Founder’s written request therefor.

4.2.2 Acceptance Period. At any time during the Loan Participation Right Acceptance Period with respect to any Loan Participation Notice, each Founder shall have the right, but not the obligation, to accept the Corporation’s offer for such Founder to make a loan to the Corporation in an amount equal up to such Founder’s Pro Rata Share of the Proposed Loan, by giving written notice (a “Loan Acceptance Notice”) to the Corporation of such acceptance, including such portion of such Founder’s Pro Rata Share of the Proposed Loan such Founder desires to loan to the Corporation (the “Founder Share”), which Loan Acceptance Notice, subject to this Section 4.2.2, shall constitute an irrevocable acceptance of such offer unless such Founder revokes such offer in writing prior to the expiration of the Loan Participation Right Acceptance Period. Following delivery of the Loan Acceptance Notice by a Founder, such Founder shall be obligated to make the Founder Share of the Proposed Loan indicated in such Loan Participation Notice at the closing of the Proposed Loan in accordance with Section 4.2.3; provided, that, if the loan is not consummated within thirty (30) days after the expiration of the Loan Acceptance Period, then such Founder, by written notice to the Corporation may, in such Founder’s sole discretion, terminate such Founder’s obligation to loan the Corporation its Founder Share of the Proposed Loan specified in such in the Loan Acceptance Notice without any liability to such Founder. If a Loan Acceptance Notice with respect to all of a Founder’s Pro Rata Share of the Proposed Loan is not delivered to the Corporation by such Founder within the Loan Participation Right Acceptance Period, such Founder shall be deemed to have waived such Founder’s opportunity to make such portion of the Proposed Loan with respect to which the Loan Acceptance Notice was not delivered and the

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Corporation shall be free to obtain such portion of the Proposed Loan from the Proposed Lender(s) on the terms and conditions set forth in the Loan Participation Notice; provided, however, that any such portion of the Proposed Loan not made within thirty (30) days after the expiration of the Loan Participation Right Acceptance Period shall continue to be subject to the requirements of this Section 4.2.

4.2.3 Closing. The closing of each Proposed Loan shall occur on the date specified by the Corporation in the Loan Participation Notice, which date shall in no event occur less than fifteen (15) days nor more than thirty (30) days after the expiration of the Loan Participation Right Acceptance Period. Upon the closing of each Proposed Loan, each Founder who has elected to participate in such Proposed Loan by delivering the Loan Acceptance Notice shall fund its Founder Share of the Proposed Loan specified in such Founder’s Loan Acceptance Notice, in accordance with and subject to the terms and conditions specified in the Loan Participation Notice.

4.2.4 Override Provision. In the event that the Board shall in good faith determine that the Corporation needs to close a Proposed Loan more quickly than would be possible if the Corporation were required to comply with the provisions of Sections 4.2.1, 4.2.2 and 4.2.3, then notwithstanding anything to the contrary in this Section 4.2, the Corporation may obtain a Proposed Loan without compliance with the requirements of Sections 4.2.1, 4.2.2 and 4.2.3 hereof, provided, that, no later than five (5) calendar days following the initial closing of such Proposed Loan (a “Closed Stockholder Loan”), the Corporation shall offer to each of the Stockholders the right to participate for up to such Founder’s Pro Rata Share of the amount of the Closed Stockholder Loan (after giving effect to the outstanding amount of the Closed Stockholder Loan) in accordance with the applicable provisions of Sections 4.2.1, 4.2.2 and 4.2.3 hereof and on the same terms and conditions as the Closed Stockholder Loan.

4.2.5 Termination. The provisions set forth in this Section 4.2 shall be of no further force or effect from and after the Trigger Time.

5. RESTRICTIONS ON TRANSFERS

5.1 Restrictions on Transfers. Except as otherwise expressly permitted in this Section 5 or as required by applicable law, no holder of shares of Common Stock may Transfer any such shares without the prior written consent of the Board, which consent the Board may grant or withhold in its sole discretion.

5.2 Permitted Transfers. A Stockholder shall be free at any time to Transfer all or any portion of its shares of Common Stock: (a) to a Person who already is a holder of shares of Common Stock at the time of Transfer; (b) in the case of a holder that is a natural person, to any one or more of its existing Family Members; (c) in the case of a holder that is not a natural person, to a wholly owned subsidiary of such holder; (d) in the case of Equinox, to its Affiliates and, for the avoidance of doubt,

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to its direct and indirect shareholders; (e) to the acquiring party in, and pursuant to, a Qualified Corporate Transaction Event; (f) to the Corporation; (g) to the acquiring party in, and pursuant to, a Tag-Along Transfer (as defined below) or Drag-Along Transfer (as defined below); and (h) pursuant to an IPO. A trust or estate that has received a Transfer of shares of Common Stock from a holder thereof may Transfer such shares to a beneficiary of the trust or estate; provided, that, the beneficiary is a Family Member of the holder who transferred such shares to the trust or estate. A holder of shares of Common Stock that is a natural person also may Transfer all or any portion of its shares upon his or her death or involuntarily by operation of law. For purposes of this Section 5, a holder’s “Family Members” shall mean the holder’s spouse, ancestors, issue (including adopted children and their issue) and trusts or custodianships for the primary benefit of the holder himself or herself or such spouse, ancestors, or issue (including adopted children and their issue). Any Person to whom a Transfer may be effected as described in this Section 5.2 is hereinafter referred to as a “Permitted Transferee.”

5.3 Conditions to Transfer. Any Person who becomes a Stockholder of the Corporation pursuant to a Transfer permitted under Section 5.1 or 5.2 shall be subject to the provisions of this Certificate of Incorporation, including without limitation, this Section 5.

5.4 Termination. The provisions set forth in this Section 5 shall terminate and be of no further force or effect from and after the Trigger Time.

6. TAG-ALONG AND DRAG-ALONG RIGHTS

6.1 Tag-Along Rights.

6.1.1 In the event of a proposed Transfer by Equinox or any Affiliate (and, for the avoidance of doubt, by its direct and indirect shareholders) thereof (a “Transferor”) of Common Stock representing in the aggregate 15% or more of the issued and outstanding shares of Common Stock (treating all classes of Common Stock as one class for this purpose) held by them on the filing date hereof (a “Tag-Along Transfer”) to a single Transferee or a group of Transferees, in any transaction or series of related transactions, each holder of Common Stock other than the Transferor or any Affiliate (and, for the avoidance of doubt, its direct and indirect shareholders) thereof (each, a “Tag-Along Participant”) shall have the right to participate on the same terms and conditions, including price per share, as each Transferor in the manner set forth in this Section 6.1. Prior to any Tag-Along Transfer, each Transferor shall deliver to the Corporation prompt written notice (the “Transfer Notice”), which the Corporation will forward to each Tag-Along Participant within five (5) Business Days of receipt thereof, which notice shall state (i) the name of the proposed Transferee, (ii) the number of shares of Common Stock proposed to be Transferred to the Transferee(s) (the “Transferred Securities”), (iii) the price per share, including a description of any non-cash consideration sufficiently detailed to permit the determination of the fair market value

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thereof and (iv) the other material terms and conditions of the proposed Tag-Along Transfer, including the proposed Tag-Along Transfer date (which date may not be less than thirty (35) Business Days after delivery to the Tag-Along Participants of the Transfer Notice). Such notice shall be accompanied by a written offer from the proposed Transferee to purchase the Transferred Securities, which offer may be conditioned upon the consummation of the sale by each Transferor, or the most recent drafts of the purchase and sale documentation between each Transferor and the Transferee, which shall make provision for the participation of the Tag-Along Participants in such sale consistent with this Section 6.1.

6.1.2 Each Tag-Along Participant may elect to participate in the proposed Tag-Along Transfer to the proposed Transferee(s) identified in the Transfer Notice by giving written notice to the Corporation and to each Transferor within twenty (20) Business Days after the delivery of the Transfer Notice to such Tag-Along Participant, which notice shall state that such Tag-Along Participant elects to exercise its rights of tag along under this Section 6.1.2 and shall state the maximum number of shares of Common Stock sought to be Transferred. Each Tag-Along Participant shall be deemed to have waived its right of tag along with respect to the Transferred Securities hereunder if it fails to give notice within the prescribed time period. Each Tag-Along Participant may sell all or any part of that number of shares equal to the product obtained by multiplying (i) the aggregate number of Transferred Securities by (ii) a fraction the numerator of which is the number of shares of Common Stock held by the Transferors at the time of the Transfer Notice and the denominator of which is the total number of outstanding shares of Common Stock (treating all classes of Common Stock as one class for this purpose).

6.1.3 At the closing of the Tag-Along Transfer of the Transferred Securities to the Transferee(s), each Tag-Along Participant exercising its tag along rights hereunder shall deliver a document of conveyance in form reasonably satisfactory to the Transferee(s), against payment of the aggregate purchase price therefor by certified good check subject to collection or by wire transfer of immediately available funds. Each Stockholder participating in a Tag-Along Transfer shall receive consideration in the same form for his, her or its shares of Common Stock after deduction of such Stockholder’s proportionate share of the related expenses. Each Stockholder participating in a Tag-Along Transfer shall agree to make or agree to the same customary representations, covenants, indemnities and agreements as the Transferor, so long as they are made severally and not jointly and the liabilities thereunder are borne on a pro rata basis based on the consideration to be received by each Stockholder; provided, that any general indemnity given by the Transferor, applicable to liabilities not specific to the Transferor, to the Transferee in connection with such Tag-Along Transfer shall be apportioned among the Stockholders participating in such Tag-Along Transfer according to the consideration received by each such Stockholder and shall not exceed such

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Stockholder’s net proceeds from the Tag-Along Transfer; provided, further, that any representation relating specifically to a Stockholder or its ownership of the Transferred Securities shall be made only by that Stockholder. The fees and expenses incurred in connection with a Tag-Along Transfer and for the benefit of all Stockholders (it being understood that costs incurred by or on behalf of a Stockholder for his, her or its sole benefit will not be considered to be for the benefit of all Stockholders), to the extent not paid or reimbursed by the Corporation or the Transferee(s) or acquiring Person, shall be shared by all the Stockholders on a pro rata basis, based on the consideration received by each Stockholder in respect of its Transferred Securities; provided, that no Stockholder shall be obligated to make any out-of-pocket expenditure prior to the consummation of the Tag-Along Transfer (excluding de minimis expenditures). The proposed Tag-Along Transfer date may be extended beyond the date described in the Transfer Notice to the extent reasonably necessary to obtain required approvals of governmental entities and other required approvals and the Corporation and the Stockholders shall use their respective commercially reasonable efforts to obtain such approvals.

6.1.4 Notwithstanding anything to the contrary in this Section 6.1, this Section 6.1 shall not apply to any Transfer of Common Stock by Equinox or any Affiliate thereof to Equinox or any Affiliate thereof or, for the avoidance of doubt, an direct or indirect shareholder of Equinox.

6.2 Drag-Along Rights.

6.2.1 In the event an Acquisition (i) has been approved by the Board, (ii) does not involve an acquirer in which an Affiliate (and, in the case of Equinox, for the avoidance of doubt, its direct and indirect shareholders) of any Stockholder is involved in any capacity, and (c) in which the consideration payable to the Stockholders in connection therewith consists solely of cash or securities publicly traded on a national securities exchange having an average daily trading volume over each trading day (whether or not any shares traded on such day) during the twelve-month period immediately preceding such Corporate Transaction Event equal to or greater than Twenty Million Dollars ($20,000,000) per trading day, then Equinox shall have the right (the “Drag-Along Right”), but not the obligation, to require all (but not less than all) of the Stockholders (the “Dragged Holders”) to Transfer to the same Transferee, on the same terms and conditions as apply to Equinox, the same percentage of shares of Common Stock held by such Dragged Holders as Equinox is transferring of the Common Stock (the “Drag-Along Transfer”).

6.2.2 If Equinox elects to exercise its Drag-Along Right, then Equinox shall notify the Dragged Holders in writing (the “Drag-Along Notice”) no less than thirty (30) calendar days prior to the proposed date of the Acquisition. The Drag-Along Notice shall set forth (i) the name of the Transferee, (ii) the proposed amount of cash and terms and conditions of payment offered by the Transferee and a detailed summary of all other

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material terms pertaining to the Acquisition, and (iii) the number of shares of Common Stock that the Dragged Holders are required to sell in connection with such Drag-Along Right.

6.2.3 The consummation of such proposed Acquisition shall be subject to the sole discretion of Equinox, who shall have no liability or obligation whatsoever to the Dragged Holders participating therein for not consummating such proposed Acquisition other than their obligations as set forth herein. The Dragged Holders shall receive the benefits of the same terms and conditions in such Acquisition. Any such Acquisition shall be on terms that provide that the Dragged Holders shall (i) not be subject to personal liability for indemnification or otherwise beyond being required to contribute to an indemnification escrow on a pro rata basis with all other Stockholders based on consideration to be received by each and (ii) not be subject to any restrictive covenants that extend beyond the closing of such Acquisition. No Dragged Holder shall be required to make any representations or warranties in connection with any such proposed Acquisition other than to represent to such Transferee that such Dragged Holder is the record and beneficial owner of its shares of Common Stock free and clear of all liens and encumbrances, that the instrument of transfer relating to such shares entered into by such Dragged Holder will be effective to vest ownership of such shares in such Transferee free and clear of all liens and encumbrances, that such Dragged Holder has all requisite authority to engage in the proposed Acquisition, that the Dragged Holder, if an entity, is duly organized and that the proposed Acquisition will not contravene applicable law or, if applicable, such Dragged Holder’s Organizational Documents.

6.2.4 To the extent required under applicable law, each Stockholder shall take all actions necessary (at both the Board level (except to the extent prohibited by applicable law) and the stockholder level) to approve the Acquisition and cause the Acquisition to be consummated including: (i) voting the shares of Common Stock then beneficially held by such Stockholder in favor of the Acquisition at any meeting of the Stockholders called to vote on the Acquisition or, in the alternative, approving the Acquisition by written consent of the Stockholders, (ii) raising no objections to the Acquisition or the process pursuant to which the Acquisition was arranged other than objections, if applicable, that the terms of this Section 6.2 were not adhered to in some material respect, (iii) waiving any dissenters’ rights, appraisal or similar rights in connection with the Acquisition and (iv) taking all other necessary and desirable actions reasonably requested by Equinox to cause the Acquisition to be consummated. Each Dragged Holder also shall enter into such customary agreements as may be reasonably required of and entered into by all Stockholders, including Equinox and its Affiliates, in order to the close the Acquisition.

6.3 Termination. The provisions set forth in this Section 6 shall terminate and be of no further force or effect from and after the Trigger Time.

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7. INFORMATION AND INSPECTION RIGHTS

7.1 Delivery of Financial Statements. So long as a Founder (and/or her applicable Founder Group) hold at least 10,000 shares of Class A Common Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Class A Common Stock), the Corporation shall deliver to such Stockholders:

7.1.1 as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Corporation, its (i) balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) statement of Stockholders’ equity as of the end of such year, all such financial statements prepared in accordance with GAAP, audited and certified by independent public accountants of nationally recognized standing selected by the Corporation;

7.1.2 as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Corporation, unaudited statements of income and cash flows for such fiscal quarter, and an unaudited balance sheet as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP);

7.1.3 as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Corporation, a statement showing the number of shares of each class of capital stock outstanding at the end of the period, and the number of shares of issued equity compensation awards and equity compensation awards not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Stockholder to calculate its percentage equity ownership in the Corporation, and certified by the chief financial officer or chief executive officer of the Corporation as being true, complete, and correct; and

7.1.4 as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP).

7.2 If, for any period, the Corporation has any Subsidiary whose accounts are consolidated with those of the Corporation, then in respect of such period the financial statements delivered pursuant to Section 7.1 shall be the consolidated and consolidating financial statements of the Corporation and all such consolidated Subsidiaries.

7.3 Termination of Information Rights. The covenants set forth in this Section 7 shall terminate and be of no further force or effect (i) from and after the Trigger Time, or (ii) with respect to a Founder (and her Permitted Transferees), if such Founder materially breaches the non-compete in such Founder’s written employment agreement with the Corporation.

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8. INITIAL PUBLIC OFFERING

8.1 Initial Public Offering. Unless prohibited by this Certificate of Incorporation but subject to Section 10.1.2, the Corporation may, with the approval of the Board, consummate an IPO and take all steps reasonably necessary or desirable in connection therewith. The timing of the IPO will be in the discretion of the Board.

8.2 IPO Participation Rights.

8.2.1 If, upon an IPO, a Founder is then Chief Executive Officer or Co-Chief Executive Officer, then such Founder and her applicable Founder Group, shall have the right to sell their Pro Rata Share of the Common Stock sold in the secondary allotment in the IPO (and their Pro Rata Share of the Common Stock sold in the “greenshoe”) relative to the other holders of Common Stock, based on the proportion that the Common Stock then held by such Stockholders bears to the total Common Stock of the Corporation (treating all classes of Common Stock as one class for this purpose).

8.2.2 If, upon an IPO, a Founder is not then Chief Executive Officer or Co-Chief Executive Officer, then such Founder and her applicable Founder Group, shall have the right to sell their Pro Rata Share of the Common Stock sold in the secondary allotment in the IPO (and thirty percent (30%) of the Common Stock sold in the “greenshoe” (or such lesser amount as such Stockholders then hold)) relative to the other holders of Common Stock, based on the proportion that the Common Stock then held by such Stockholders bears to the total Common Stock of the Corporation (treating all classes of Common Stock as one class for this purpose).

8.2.3 Notwithstanding anything herein to the contrary, the Corporation shall not consummate an IPO unless due provision is made to permit compliance with this Section 8.2. This Section 8.2 shall be binding on the Corporation, its successors and assigns.

9. DISTRIBUTION OF PROCEEDS OF ASSET SALE

In the event of the consummation of an Asset Sale, the Corporation shall, subject to lawfully available funds and the DGCL, distribute to the holders of Common Stock all of the Net Proceeds (as defined below) from such Asset Sale, such distribution to be on a date or dates not more than five Business Days following the receipt by the Corporation of the proceeds of such

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Asset Sale. As used herein, the term “Net Proceeds” with respect to an Asset Sale shall mean the gross proceeds from the Asset Sale less (i) the payment of any indebtedness for borrowed money of the Corporation, together with all interest, premiums and fees due and owing thereon, (ii) the payment of any transaction fees and expenses incurred by the Corporation that are directly related to the Asset Sale, and (iii) any holdback, reserve or escrow established by the Board in connection with the Asset Sale to satisfy any post-transaction indemnification, purchase price adjustment or similar obligation, and once the Board determines that the need for such holdback, reserve or escrow shall have ceased, any remaining proceeds shall be distributed to the holders of Common Stock in accordance with this Section 9.

10. ADJUSTMENTS; CONVERSION

10.1 Conversion of Class A Common Stock; Effect of Conversion.

10.1.1 Each holder of Class A Common Stock may, at any time, by providing written notice to that effect to the Corporation, elect to convert each share of Class A Common Stock into a share of Class B Common Stock upon a ratio of one share of Class B Common Stock for one share of Class A Common Stock.

10.1.2 Effective immediately prior to the Trigger Time, each share of Class A Common Stock then outstanding shall automatically convert into one share of Class B Common Stock without any further action, deed or notice.

10.1.3 From and after the Trigger Time, all rights of the holders of Class A Common Stock as such hereunder and under the DGCL shall cease and be of no further force or effect, except that the rights of the holders of the Class A Common Stock under Section 8.2 hereof shall continue as rights of such holders in respect of the shares of Class B Common Stock into which such holder’s shares of Class A Common Stock were converted pursuant to this Section 10.1.

10.1.4 Shares of Class A Common Stock that are converted into shares of Class B Common Stock may not be reissued by the Corporation.

10.2 Adjustment for Stock Splits and Combinations. If the Corporation shall at any time or from time to time after the filing date hereof effect a subdivision of the outstanding Class B Common Stock, the Corporation simultaneously shall effect a subdivision of the Class A Common Stock at the same subdivision ratio. If the Corporation shall at any time or from time to time after the filing date hereof combine the outstanding shares of Class B Common Stock, the Corporation simultaneously shall combine the Class A Common Stock on the same combination ratio. Any adjustment under this subsection shall become effective at the close of business on the date the subdivision or combination becomes effective.

10.3 Adjustment for Certain Dividends and Distributions. In the event the Corporation at any time or from time to time after the filing date hereof shall make or issue, or

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fix a record date for the determination of holders of Class B Common Stock entitled to receive a dividend or other distribution payable on the Class B Common Stock in additional shares of any class of Common Stock, then the Corporation simultaneously shall make or issue, or fix a record date for the determination of holders of Class A Common Stock entitled to receive, a dividend or other distribution payable on the Class A Common Stock in additional shares of any such class of Common Stock.

10.4 Adjustments for Other Dividends and Distributions. In the event the Corporation at any time or from time to time after the filing date hereof shall make or issue, or fix a record date for the determination of holders of Class B Common Stock entitled to receive, a dividend or other distribution payable in securities of the Corporation or in other property and the provisions of Section 10.3 do not apply to such dividend or distribution, then and in each such event the holders of Class A Common Stock shall receive on a per share basis, simultaneously with the distribution to the holders of Class B Common Stock, a dividend or other distribution of such securities or other property in an amount equal to the amount of such securities or other property distributed to holders of Class B Common Stock on a per share basis.

10.5 Adjustment for Merger or Reorganization, etc. If there shall occur any reorganization, recapitalization, reclassification, consolidation or merger, including an IPO, involving the Corporation in which the Class B Common Stock is converted into or exchanged for securities, cash or other property (other than a transaction covered by Sections 10.2, 10.3 or 10.4), then, simultaneous with such reorganization, recapitalization, reclassification, consolidation or merger, each share of Class A Common Stock shall thereafter be convertible into the same kind and amount of securities, cash or other property into which a share of Class B Common Stock was converted or exchanged; and, in such case, appropriate adjustment (as determined in good faith by the Board) shall be made in the application of the provisions in this Section 10.5 with respect to the rights and interests thereafter of the holders of the Class A Common Stock, to the end that the provisions set forth in this Section 10 shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of such Class A Common Stock. For the avoidance of doubt, nothing in this Section 10.5 shall be construed as preventing the holders of Class A Common Stock from seeking any appraisal rights to which they are otherwise entitled under the DGCL in connection with a merger triggering an adjustment hereunder, nor shall this Section 10.5 be deemed conclusive evidence of the fair value of the shares of such Class A Common Stock in any such appraisal proceeding.

10.6 Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment pursuant to this Section 10, the Corporation at its expense shall, as promptly as reasonably practicable but in any event not later than ten (10) days thereafter, compute such adjustment or readjustment in accordance with the terms hereof and furnish to each holder of Class A Common Stock a certificate setting forth such adjustment or readjustment (including the kind and amount of

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securities, cash or other property into which such Class A Common Stock, as well as the Class B Common Stock, is convertible) and showing in detail the facts upon which such adjustment or readjustment is based. The Corporation shall, as promptly as reasonably practicable after the written request at any time of any holder of Class A Common Stock (but in any event not later than ten (10) days thereafter), furnish or cause to be furnished to such holder a certificate setting forth the amount, if any, of other securities, cash or property which then would be received upon the conversion of such Class A Common Stock, as well as the Class B Common Stock.

10.7 Notice of Record Date. In the event (a) the Corporation shall take a record of the holders of any class of its Common Stock for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of capital stock of any class or any other securities, or to receive any other security; (b) of any capital reorganization of the Corporation, any reclassification of any class of the Common Stock of the Corporation, or any Corporate Transaction Event; or (c) of the voluntary or involuntary dissolution, liquidation or winding-up of the Corporation or any Subsidiary, then, and in each such case, the Corporation will send or cause to be sent to the holders of the Common Stock a notice specifying, as the case may be, (i) the record date for such dividend, distribution or right, and the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up is proposed to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other capital stock or securities at the time issuable upon the conversion of such Common Stock) shall be entitled to exchange their shares of Common Stock (or such other capital stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up, and the amount per share and character of such exchange applicable to such Common Stock. Such notice shall be sent at least ten (10) days prior to the record date or effective date for the event specified in such notice.

11. WAIVER

Any of the rights, powers, preferences and other terms of any class of Common Stock set forth herein may be waived on behalf of all holders of such class of Common Stock by the affirmative written consent or vote of the holders of a majority of the shares of such class of Common Stock then outstanding.

12. NOTICES

All notices, consents, waivers, requests, or other instruments or communications given pursuant to this Certificate of Incorporation shall be in writing, shall be signed by the party giving the same, and (whether mandatory or voluntary) shall be delivered by hand; sent by registered or certified United States mail, return receipt requested, postage prepaid; sent by a nationally recognized overnight delivery service, or sent by electronic mail (with a copy of the transmission retained by the sender for proof thereof) to an electronic mail address known by the sender to be

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regularly used by the recipient, provided that a conformed copy of such notice is sent simultaneously with such electronic mail by one of the other forms of delivery permitted by this Section 12. Such notices, instruments, or communications shall be addressed, in the case of the Corporation, to the Corporation at its principal place of business and, in the case of any of the Founders, to the address set forth in the Corporation’s books and records; except that any party may, by notice, to the Corporation and each other Founder, specify any other address for the receipt of such notices, instruments, or communications. Any notice, instrument, or other communication given pursuant to any section of this Certificate of Incorporation shall be deemed properly given when sent in the manner prescribed in this Section 12. In computing the period of time for the giving of any notice, the day on which the notice is given shall be excluded and the day on which the matter noticed is to occur shall be included. If notice is given by personal delivery, then it shall be deemed given on the date personally delivered to such party. If notice is given by United States mail in the manner permitted above, it shall be deemed given three (3) days after being deposited in the mail addressed to the party to whom it is directed at the last address of the party as it appears on the records of the Corporation, with prepaid postage thereon. If notice is given by nationally recognized overnight courier delivery service, then it shall be deemed given on the date actually delivered to the address of the recipient by such nationally recognized overnight courier delivery service. If notice is given in any other manner authorized herein or by law, it shall be deemed given when actually delivered, unless otherwise specified herein or by law.

13. DEFINITIONS

For purposes of the Certificate of Incorporation, the following terms shall have the following meanings:

“Acquisition” means any Qualified Corporate Transaction Event; provided that an Acquisition shall not include any transaction or series of transactions principally for bona fide equity financing purposes in which cash is received by the Corporation or any successor thereof or indebtedness of the Corporation is cancelled or converted or a combination thereof.

“Affiliate” means, with respect to (x) any Person, any other Person who directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person and (y) Equinox, its shareholders, employees, owners or limited partners of its direct or indirect shareholders. The term “control” means the possession, directly or indirectly, 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, and the terms “controlled” and “controlling” have meanings correlative thereto.

“Business Day” means a day, other than a Saturday or Sunday, on which commercial banks in New York City are open for the general transaction of business.

“Corporate Transaction Event” means any of the following events:

(a) any consolidation, combination, share exchange, merger or other transaction with or into any other corporation or other entity or person in which the Corporation is a constituent party or a Subsidiary is a constituent party (whether or not the Corporation is the surviving entity);

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(b) the sale, issuance or transfer, or the acquisition of “beneficial ownership” (as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) by any person or “group” (as that term is defined in Rule 13d-5 of the Securities Exchange Act of 1934, as amended) of more than 50% of the voting power or Common Stock of the Corporation; or

(c) a sale, lease, license, transfer or other disposition of all, substantially all or a material portion of the assets of the Corporation and its Subsidiaries, or of a majority (measured by contribution to the consolidated gross revenue of the Corporation and its Subsidiaries, determined in accordance with GAAP, for the twelve (12) calendar months immediately preceding such proposed Corporate Transaction Event) of the Subsidiaries (an “Asset Sale”).

“Founder Group” means (i) in the case of Cutler, Cutler, the Irrevocable Trust FBO Lucia Hodges Cutler u/t/d March 20, 2011, the Irrevocable Trust FBO Nina Plamondon Cutler u/t/d March 20, 2011, Cutler’s Permitted Transferee(s) and the Permitted Transferee(s) of each of the Irrevocable Trust FBO Lucia Hodges Cutler u/t/d March 20, 2011 and the Irrevocable Trust FBO Nina Plamondon Cutler u/t/d March 20, 2011, and (ii) in the case of Rice, the Trust F/B/O Parker R. Rice under Julie J. Rice 2011 GRAT and the Trust F/B/O Phoebe Rice under Julie J. Rice 2011 GRAT, Rice’s Permitted Transferee(s) and the Permitted Transferee(s) of each of the Trust F/B/O Parker R. Rice under Julie J. Rice 2011 GRAT and the Trust F/B/O Phoebe Rice under Julie J. Rice 2011 GRAT. For purposes of this definition, “Permitted Transferee” shall, for purposes of this definition, be limited to Permitted Transferees of the types described in clauses (a) and (b) of the definition of “Permitted Transferee” in Section 5.2 hereof.

“GAAP” means generally accepted accounting principles in the United States as in effect on the date hereof, applied consistently with the manner in which they were applied by the Corporation and its predecessors.

“Independent Expert” means a nationally recognized investment bank or other recognized expert in the relevant field, in each case who has demonstrated industry experience in the subject matter of the opinion to be rendered and is independent of, and in cases where such expert is opining on matters other than the fairness of the terms of a lease has no relationship with, the Corporation or any Affiliate thereof or any Stockholder or Affiliate of any Stockholder.

“IPO” means the closing of a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of Common Stock.

“New Securities” means any Common Stock or other equity securities of the Corporation whether now authorized or not, any rights, options or warrants to purchase Common Stock or other equity securities (including preferred shares) and any indebtedness of the Corporation which is convertible into Common Stock or other equity securities (or which is convertible into a security which is, in turn, convertible into Common Stock or other equity securities).

“Organizational Documents” means: (a) in the case of a Person that is a corporation, its articles or certificate of incorporation and its by-laws, regulations or similar governing instruments required by the laws of its jurisdiction of organization; (b) in the case of a Person that is a partnership, its articles or certificate of partnership, formation or association, and its partnership

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agreement (in each case, limited, limited liability, general or otherwise); (c) in the case of a Person that is a limited liability company, its articles or certificate of formation or organization, and its operating or limited liability company agreement; and (d) in the case of a Person that is none of a corporation, partnership (limited, limited liability, general or otherwise), limited liability company or natural person, its governing instruments required or contemplated by the laws of its jurisdiction of organization.

“Permitted Affiliate Transactions” means:

(a) the provision by Equinox to the Corporation of the following support services: (i) real estate acquisition expertise and support, both domestic and international, in sourcing, negotiating and executing leases; (ii) brand marketing and customer acquisition support services; (iii) assistance in its public relations’ efforts and, in connection therewith, leverage of all of Equinox’s agency and press relationships; (iv) retail development and operational support, including merchandise planning, product development and sourcing, inventory and merchandising strategies, pricing strategies and overall retain management oversight; (v) human resource management and talent acquisition across all markets and (vi) other operational and administrative support services, including information technology (online/web, systems, operational software, etc.), financing and accounting support, and legal services,

(b) the entering into a lease with an Affiliate of the Corporation or any Affiliate of a Stockholder of the Corporation, and

(c) subject to compliance with Section 2.4, from and after October 1, 2016, any other transaction between the Corporation and any of its Subsidiaries, on the one hand, and Equinox or any of its Affiliates, on the other hand.

The provision of the support services listed in clause (a) above shall be a “Permitted Affiliate Transaction” for purposes of this Certificate of Incorporation only if the sole cost to the Corporation is the reimbursement to Equinox of its reasonable out-of-pocket costs and third party expenses incurred directly by Equinox in the provision of such support services, and no other consideration shall be payable by the Corporation to Equinox in connection with the provision of such support services.

The provision of the support services listed in clause (a) above and the entering into a lease as described in clause (b) above or other transaction described in clause (c) above shall be a “Permitted Affiliate Transaction” for purposes of this Certificate of Incorporation only if either of the following conditions is met:

(a) if the aggregate amount of payments to, or from, the Corporation or any Subsidiary in connection therewith is reasonably not expected to exceed $5,000,000 (in the aggregate, in the case of clause (a) above), the Board has determined that the terms of such provision or lease or other transaction are fair to the Corporation from a financial point of view.

(b) if the aggregate amount of payments to, or from, the Corporation or any Subsidiary in connection therewith is reasonably expected to equal or exceed $5,000,000 (in the aggregate, in the case of clause (a) above), the Board has obtained an opinion from an Independent Expert, as contemplated by Section 2.4 hereof, that the terms of such provision or lease or other transaction are fair to the Corporation from a financial point of view.

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“Person” means an individual, corporation, association, partnership, joint venture, limited liability company, estate, trust, or any other legal entity.

“Qualified Corporate Transaction Event” shall mean a Corporate Transaction Event with respect to which the consideration to be paid to the Stockholders (directly or, if originally paid to the Corporation or a Subsidiary, through a dividend or distribution or other payment from the Corporation) (a) solely consists of cash or securities publicly traded on a national securities exchange having an average daily trading volume over each trading day (whether or not any shares traded on such day) during the twelve-month period immediately preceding such Corporate Transaction Event equal to or greater than Twenty Million Dollars ($20,000,000) per trading day, and (b) is paid to the Stockholders ratably on a per share of Common Stock basis.

“Subsidiary” means (i) any entity in which the Corporation, directly or indirectly, owns not less than 25% of the capital stock or holds a corresponding equity or similar interest or (ii) any entity in which Corporation, directly or indirectly, has the power to elect at least 25% of its board of directors or other governing body.

“Transfer” means, as a noun, any voluntary or involuntary transfer, sale, pledge, hypothecation, gift, or other disposition and, as a verb, voluntarily or involuntarily to transfer, sell, pledge, hypothecate, give, or otherwise dispose of; provided, that any pledge by Equinox of any shares of Common Stock held by it to secure any indebtedness or guarantee indebtedness issued by it or its Subsidiaries shall be deemed not to be a Transfer.

“Transferee” means any transferee in connection with a Transfer of all or any portion of the Common Stock held by a Stockholder.

“Trigger Time” means the moment in time at which a definitive binding underwriting agreement executed and delivered by the Company and its underwriters in connection with an IPO becomes a binding and enforceable obligation of each of the parties thereto.

14. STOCK LEGEND

14.1 Each certificate representing shares of Common Stock now or hereafter issued to any Person (whether issued in a primary issuance by the Corporation or a secondary issuance pursuant to a Transfer permitted pursuant to Section 5) shall be endorsed with the following legend:

“THE VOTING, SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO, AND IN SOME CASES PROHIBITED BY, THE CERTIFICATE OF INCORPORATION OF THE CORPORATION. COPIES OF SUCH CERTIFICATE OF INCORPORATION MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE CORPORATION.”

14.2 The Corporation may instruct its transfer agent to impose transfer restrictions on the shares represented by certificates bearing the legend referred to in Section 14.1 above to enforce the provisions of this Certificate of Incorporation and the Corporation agrees to promptly do so.

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V.

For the management of the business and for the conduct of the affairs of the Corporation, and in further definition, limitation and regulation of the powers of the Corporation, of its directors and of its Stockholders or any class thereof, as the case may be, it is further provided that:

A. The management of the business and the conduct of the affairs of the Corporation shall be vested in its Board.

B. Subject to any additional vote required by this Certificate of Incorporation, the Board is expressly empowered to adopt, amend or repeal the Bylaws of the Corporation. The Stockholders also shall have the power to adopt, amend or repeal the Bylaws of the Corporation; provided, however, that, in addition to any vote of the holders of any class or series of stock of the Corporation required by law or by this Certificate of Incorporation, the affirmative vote of the holders of a majority of the voting power of all of the then-outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class on an as-if-converted to Common Stock basis, shall be required to adopt, amend or repeal any provision of the Bylaws of the Corporation.

C. The directors of the Corporation need not be elected by written ballot unless the Bylaws of the Corporation so provide.

D. Subject to any additional vote required by this Certificate of Incorporation or Bylaws of the Corporation, in furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, repeal, alter, amend and rescind any or all of the Bylaws of the Corporation.

E. Meetings of Stockholders may be held within or without the State of Delaware, as the Bylaws of the Corporation may provide. The books of the Corporation may be kept outside the State of Delaware at such place or places as may be designated from time to time by the Board or in the Bylaws of the Corporation.

VI.

A. To the fullest extent permitted by law, a director of the Corporation shall not, in his or her capacity as a director, be personally liable to the Corporation or its Stockholders for monetary damages for breach of fiduciary duty as a director. If the DGCL or any other law of the State of Delaware is amended after approval by the Stockholders of this Article VI to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL as so amended.

B. Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “Proceeding”), by reason of the fact that he or she is or was a director, officer of the Corporation or any subsidiary of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “Indemnitee”),

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whether the basis of such Proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior thereto), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith and such indemnification shall continue as to an Indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in Section D of this Article VI with respect to Proceedings to enforce rights to indemnification, the Corporation shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Board.

C. Right to Advancement of Expenses. The right to indemnification conferred in Section B of this Article VI shall include the right to be paid by the Corporation the expenses incurred in defending any Proceeding for which such right to indemnification is applicable in advance of its final disposition (hereinafter an “Advancement of Expenses”); provided, however, that, if the DGCL requires, an Advancement of Expenses incurred by an Indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such Indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “Undertaking”), by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “Final Adjudication”) that such Indemnitee is not entitled to be indemnified for such expenses under this Section C of Article VI or otherwise.

D. Right of Indemnitee to Bring Suit. The rights to indemnification and to the Advancement of Expenses conferred in Section B and Section C of this Article VI shall be contract rights. If a claim under Section B or Section C of this Article VI is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be twenty (20) days, the Indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense that, and (ii) in any suit by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Corporation shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in the DGCL. Neither the failure of the Corporation (including the Board, independent legal counsel, or its Stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including the Board, independent legal counsel, or its

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Stockholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to such suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an Advancement of Expenses hereunder, or by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such Advancement of Expenses, under this Article or otherwise shall be on the Corporation.

E. Non-Exclusivity of Rights. The rights to indemnification and to the Advancement of Expenses conferred in this Article VI shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Corporation’s Certificate of Incorporation, Bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

F. Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL.

G. Indemnification of Employees and Agents of the Corporation. The Corporation may, to the extent authorized from time to time by the Board, grant rights to indemnification, and the Advancement of Expenses, to any employee or agent of the Corporation to the fullest extent of the provisions of this Article with respect to the indemnification and Advancement of Expenses of directors and officers of the Corporation.

H. Amendment. Neither any amendment nor repeal of this Article VI, nor the adoption of any provision of this Certificate of Incorporation inconsistent with this Article VI, shall eliminate or reduce the effect of this Article VI in respect of any matter occurring, or action or proceeding accruing or arising or that, but for this Article VI, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

If the DGCL hereafter is amended to further eliminate or limit the liability of directors, then the liability of a director of the Corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended DGCL. Any repeal or modification of Article VI by the Stockholders shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director, officer or other agent of the Corporation existing at the time of such repeal or modification.

VII.

A. The Corporation renounces, to the fullest extent permitted by law, any interest or expectancy of the Corporation in, or in being offered an opportunity to participate in, any Excluded Opportunity. An “Excluded Opportunity” is any matter, transaction or interest that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of (i) any director of the Corporation who is not an employee or consultant of the Corporation or any of its Subsidiaries, or (ii) any holder of Common Stock or any partner, member, director, stockholder, employee or agent of any such holder, other than someone who is an employee or consultant of the Corporation or any of its Subsidiaries.

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VIII.

The incorporator of the Corporation is Terrence Boyle, whose mailing address is 75 East 55th Street, New York, New York 10022.

IX.

The Corporation shall not be subject to the provisions of Section 203 of the DGCL.

X.

Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for (1) any derivative action or proceeding brought on behalf of the Corporation, (2) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Stockholders, (3) any action asserting a claim arising pursuant to any provision of the DGCL, or (4) any action asserting a claim governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article X.

* * * *

[Remainder of page intentionally left blank.]

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IN WITNESS WHEREOF, the undersigned incorporator hereby acknowledges that the foregoing certificate of incorporation is his act and deed on this the      day of         , 2015.

By:

Name:

[Signature Page to Certificate of Incorporation]

Exhibit E

EXECUTION COPY

WRITTEN CONSENT OF THE

SOLE INCORPORATOR

OF SOULCYCLE INC.

IN LIEU OF ORGANIZATION MEETING

Pursuant to Section 108(c) of the General

Corporation Law of the State of Delaware

THE UNDERSIGNED, being the sole incorporator of SoulCycle Inc., a Delaware corporation (the “Corporation”), takes the following actions and adopts the following resolutions by written consent to action without a meeting pursuant to Section 108(c) of the General Corporation Law of the State of Delaware (the “Consent”):

BE IT RESOLVED, that the Certificate of Incorporation of the Corporation, attached hereto as exhibit A, was filed with the Secretary of State of the State of Delaware on the 15^th day of May, 2015. A copy of said Certificate of Incorporation is hereby ordered permanently filed in the minute book of the Corporation;

RESOLVED FURTHER, that the Bylaws, attached hereto as exhibit B be, and they hereby are, adopted as and for the Bylaws of the Corporation and a copy thereof is hereby ordered permanently kept in the minute book of the Corporation;

RESOLVED FURTHER, that each of the following persons be, and hereby is, appointed as a director of the Corporation, to hold such office until the first annual meeting of shareholders of the Corporation and until such director’s successor is elected and qualified, or until such director’s earlier resignation or removal, in each case, in accordance with the Certificate of Incorporation of the Corporation:

Harvey Spevak

Sarah Robb O’Hagan

Larry Segall

Elizabeth P. Cutler

Julie J. Rice

1

Scott Rosen

Jeff Weinhaus

Paul Tizik

Greg Hill

Kevin Morris

Carlos Becil

Renee Durocher

[Signature page follows]

2

IN WITNESS WHEREOF, the undersigned has signed this Consent as of the      day of         , 2015.

[Signature Page to SoulCycle Inc Sole Incorporator Consent]

Exhibit A

Certificate of Incorporation

Exhibit A

EXECUTION COPY

CERTIFICATE OF INCORPORATION

OF

SOULCYCLE INC.

The undersigned, in order to form a corporation pursuant to Sections 101 and 102 of the General Corporation Law of the State of Delaware, does hereby certify as follows:

I.

The name of this corporation is SOULCYCLE INC. (the “Corporation”).

II.

The address of the registered office of the Corporation in the State of Delaware is 2711 Centerville Road, Suite 400, City of Wilmington, County of New Castle, Zip Code 19808, and the name of the registered agent of this Corporation in the State of Delaware at such address is Corporation Service Company.

III.

The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the Delaware General Corporation Law (“DGCL”). The Corporation is being incorporated in connection with the conversion of SoulCycle Holdings, LLC, a Delaware limited liability company, to the Corporation (the “Conversion”) and this Certificate of Incorporation is being filed simultaneously with the Certificate of Conversion of SoulCycle Holdings, LLC to the Corporation.

IV.

A. The Corporation is authorized to issue two classes of common stock to be designated, respectively, “Class A Common Stock” and “Class B Common Stock.” The total number of shares that the Corporation is authorized to issue is Two Million Fifty Three Thousand Three Hundred Thirty-Four (2,053,334) shares, of which Fifty Three Thousand Three Hundred Thirty-Four (53,334) shares shall be Class A Common Stock and of which Two Million (2,000,000) shares shall be Class B Common Stock (collectively such Class A Common Stock and Class B Common Stock, the “Common Stock”). The Common Stock shall have a par value of $0.01 per share. The Class A Common Stock and Class B Common Stock shall constitute two separate classes of capital stock for purposes of the DGCL. Upon the filing of the Certificate of Conversion of SoulCycle Holdings, LLC to the Corporation and this Certificate of Incorporation (the “Effective Time”), the units in SoulCycle Holdings, LLC outstanding immediately prior to the Effective Time will be converted into issued and outstanding, fully paid and non-assessable shares of Common Stock (as defined herein) on the basis described in the Redemption Agreement, dated as of April 6, 2015, by and among SoulCycle Holdings, LLC, a Delaware limited liability company, Elizabeth P. Cutler, Irrevocable Trust FBO Lucia Hodges Cutler u/t/d March 20, 2011, Irrevocable Trust FBO Nina Plamondon Cutler u/t/d March 20, 2011, Julie J. Rice, Trust F/B/O Parker R. Rice under Julie J. Rice 2011 GRAT, Trust F/B/O Phoebe Rice under Julie J. Rice 2011 GRAT and Equinox Holdings, Inc., a Delaware corporation, without any action required on the part of the Corporation or the former holders of such units.

B. The following is a statement of the designations and the powers, privileges and rights, and the qualifications, limitations or restrictions thereof in respect of each class of capital stock of the Corporation. Unless otherwise indicated, references to “sections” in this Part B of this Article Fourth refer to sections of Part B of this Article Fourth. Capitalized terms used herein but otherwise not defined shall have the meanings ascribed thereto in Section 13.

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1. COMMON STOCK

1.1 General. The voting, dividend and liquidation rights of the holders of the Common Stock (the “Stockholders”) are subject to and qualified by the rights, powers and preferences of the holders of the Common Stock set forth herein.

1.2 Voting. On any matter presented to the Stockholders for their action or consideration at any meeting of Stockholders (or by written consent of Stockholders in lieu of meeting), the holders of the Common Stock shall be entitled to one vote for each share of Common Stock held at all meetings of Stockholders (and written actions in lieu of meetings). Except as provided by law or by the other provisions of the Certificate of Incorporation, holders of Class A Common Stock and holders of Class B Common Stock shall vote together as a single class.

1.3 Dividends. As and when dividends are declared or paid thereon, whether in cash, property or securities of the Corporation, the holders of Class A Common Stock and the holders of Class B Common Stock shall be entitled to participate in such dividends ratably on a per share basis.

1.4 Liquidation. The holders of the Class A Common Stock and the Class B Common Stock shall be entitled to participate ratably on a per share basis in all distributions to the holders of Common Stock in any liquidation, dissolution or winding up of the Corporation.

1.5 Merger or Consolidation. The holders of the Class A Common Stock and the Class B Common Stock shall be entitled to participate ratably on a per share basis in any mergers or consolidations of the Corporation.

2. CLASS A COMMON STOCK

Class A Common Stock shall have the following rights, preferences, powers, privileges, in addition to those set forth herein and under applicable law:

2.1 Class A Common Stock Protective Provisions through and including September 30, 2016. Through and including September 30, 2016, so long as the Founders and/or any of their Permitted Transferees of the types described in clauses (a) and (b) of the definition of “Permitted Transferee” in Section 5.2 hold at least 20,000 shares of Class A Common Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other

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similar recapitalization with respect to the Class A Common Stock) in the aggregate, from and after the filing date hereof and through and including September 30, 2016, the Corporation shall not, and shall not permit any Subsidiary to, either directly or indirectly by amendment, merger, consolidation or otherwise, do any of the following without (in addition to any other vote required by law or this Certificate of Incorporation or the Bylaws of the Corporation) the prior written consent or affirmative vote of the holders of a majority of the then outstanding shares of Class A Common Stock, given in writing or by vote at a meeting, consenting or voting (as the case may be) separately as a class, and any such act or transaction entered into without such consent or vote shall be null and void ab initio, and of no force or effect:

2.1.1 amend, alter or repeal any provision of the Organizational Documents of the Corporation or any Subsidiary in a manner adverse to the holders of Class A Common Stock or that treats the holders of the Class A Common Stock in a manner disproportionate to any other Stockholders; provided, however, that, nothing in this Section 2.1.1 shall require the consent or affirmative vote of the holders of a majority of the then outstanding shares of Class A Common Stock for the adoption of any amendment and/or restatement of this Certificate of Incorporation or the Corporation’s by-laws from and after the Trigger Time;

2.1.2 create, or authorize the creation of, or issue or obligate itself to issue shares of, any additional class or series of capital stock (including any other security convertible into or exercisable for any such equity security), unless the same ranks pari passu or junior to, or has rights that are no more favorable than, the Common Stock with respect to (x) the distribution of assets on the liquidation, dissolution or winding up of the Corporation, (y) the payment of dividends and rights of redemption or (z) pre-emptive, voting or approval rights;

2.1.3 effect any Corporate Transaction Event other than a Qualified Corporate Transaction Event;

2.1.4 effect any merger, combination with another entity or consolidation under Section 253 of the DGCL;

2.1.5 enter into or be a party to any transaction with any Affiliate of the Corporation or any Affiliate of a Stockholder of the Corporation (an “Interested Party Transaction”), except for (x) employment related transactions made in the ordinary course of business which are pursuant to reasonable requirements of the Corporation’s business and upon fair and reasonable terms that are approved by the Board or (y) a Permitted Affiliate Transaction;

2.1.6 liquidate, dissolve and/or wind-up the business and affairs of the Corporation or any Subsidiary;

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2.1.7 transfer any equity securities of a wholly-owned Subsidiary of the Corporation to any Person other than to another wholly-owned Subsidiary of the Corporation; distribute any assets of the Corporation (except for the payment of cash dividends to all Stockholders on a pro rata basis), or take any other action that affects in an adverse manner or disproportionately the rights, preferences or privileges of the holders of Class A Common Stock; or

2.1.8 agree or commit to do any of the foregoing.

2.2 Class A Common Stock Protective Provisions from and after October 1, 2016. From and after October 1, 2016, so long as the Founders and/or any of their Permitted Transferees of the type described in clauses (a) and (b) of the definition of “Permitted Transferee” in Section 5.2 hereof hold at least 20,000 shares of Class A Common Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Class A Common Stock) in the aggregate, from and after October 1, 2016, the Corporation shall not, and shall not permit any Subsidiary to, either directly or indirectly by amendment, merger, consolidation or otherwise, do any of the following without (in addition to any other vote required by law or this Certificate of Incorporation or the Bylaws of the Corporation) the prior written consent or affirmative vote of the holders of a majority of the then outstanding shares of Class A Common Stock, given in writing or by vote at a meeting, consenting or voting (as the case may be) separately as a class, and any such act or transaction entered into without such consent or vote shall be null and void ab initio, and of no force or effect:

2.2.1 amend, alter or repeal any provision of the Organizational Documents of the Corporation or any Subsidiary that disproportionately materially adversely affects the holders of Class A Common Stock; provided, however, that, nothing in this Section 2.2.1 shall require the consent or affirmative vote of the holders of a majority of the then outstanding shares of Class A Common Stock for the adoption of any amendment and/or restatement of this Certificate of Incorporation or the Corporation’s by-laws from and after the Trigger Time.

2.2.2 create, or authorize the creation of, or issue or obligate itself to issue shares of, any additional class or series of capital stock (including any other security convertible into or exercisable for any such equity security), unless the same ranks pari passu or junior to, or has rights that are no more favorable than, the Common Stock with respect to (x) the distribution of assets on the liquidation, dissolution or winding up of the Corporation, (y) the payment of dividends and rights of redemption or (z) pre-emptive, voting or approval rights, which creation, authorization to create, issuance or obligation to issue would disproportionately materially adversely affect the holders of Class A Common Stock;

2.2.3 effect any Corporate Transaction Event other than a Qualified Corporate Transaction Event;

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2.2.4 effect any merger, combination with another entity or consolidation under Section 253 of the DGCL;

2.2.5 enter into or be a party to any Interested Party Transaction, except for (x) employment related transactions made in the ordinary course of business which are pursuant to reasonable requirements of the Corporation’s business and upon fair and reasonable terms that are approved by the Board or (y) a Permitted Affiliate Transaction;

2.2.6 liquidate, dissolve and/or wind-up the business and affairs of the Corporation or any Subsidiary;

2.2.7 transfer any equity securities of a wholly-owned Subsidiary of the Corporation to any Person other than to another wholly-owned Subsidiary of the Corporation; distribute any assets of the Corporation (except for the payment of cash dividends to all Stockholders on a pro rata basis), or take any other action that materially and disproportionately affects the rights, preferences or privileges of the holders of the Class A Common Stock; or

2.2.8 agree or commit to do any of the foregoing.

2.3 Redemption or Purchase Right. In the event the Corporation desires to take any action set forth in Section 2.1 or Section 2.2, as applicable, it shall, at least ten (10) calendar days prior to the proposed date of such action, deliver written notice (the “Protected Action Notice”) to the holders of Class A Common Stock requesting their consent to, or approval of, such proposed action (a “Protected Action”). The Protected Action Notice shall set forth in reasonable detail the material terms of the Protected Action and the Corporation’s reasons therefor. Within ten (10) calendar days of receipt of a Protected Action Notice (the “Response Period”), a majority of the then outstanding holders of Class A Common Stock shall deliver written notice to the Corporation either consenting to or approving such Protected Action, or indicating their objection to the taking of such Protected Action (a “Response Notice”). In the event a Response Notice is not delivered to the Corporation within the Response Period, then it shall be deemed that such Protected Action was not consented to or approved by a majority of the then outstanding holders of Class A Common Stock. In the event a Protected Action is either objected to in a Response Notice or deemed objected to pursuant to the immediately preceding sentence, then the Corporation shall have the right to take such action, if and only if it first redeems or its designee first repurchases all of the outstanding shares of Class A Common Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Class A Common Stock) held by the Founder Groups for a price per share equal to Seven Hundred Nineteen Dollars ($719) (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Class A Common Stock) (the “Repurchase Price”) by payment as described below (the “Repurchase Right”). In the event the Corporation elects to exercise its Repurchase Right (either by itself or through its designee), it shall deliver written notice to the holders of Class A Common Stock within five (5)

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days after the expiration of the Response Period of such election (the “Repurchase Notice”), which Repurchase Notice shall include the closing date of the redemption or purchase which shall be no later than five (5) days after the delivery of such Repurchase Notice, in which event all members of the Founder Groups shall be required to sell their then outstanding shares of Class A Common Stock on the terms provided herein on receipt of a Repurchase Notice (as defined below). At the closing of such redemption or purchase, each holder of outstanding shares of Class A Common Stock shall surrender the certificate or certificates representing such shares (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Corporation or its designee, in the manner of delivery and at the place designated in the Repurchase Notice, and thereupon the Repurchase Price for such shares shall be paid to the order of the person whose name appears on such certificate or certificates as the owner thereof by wire transfer of immediately available funds in accordance with the wire transfer instructions designated in the Response Notice, provided, that, if any holder’s accounts were not designated in the Response Notice, or no Response Notice was given, then payment to the holders who have not furnished their wire transfer instructions in the Response Notice, or to all such holders if no Response Notice were given, shall be made by good check subject to collection at their respective address on the books and records of the Corporation. The redemption or purchase shall be deemed to have been completed, and the Corporation shall be entitled to take any action set forth in Section 2.1 or Section 2.2 hereof without the prior written consent or affirmative vote of the holders of a majority of the then outstanding shares of Class A Common Stock, when, subject to the Corporation’s compliance with this Section 2.3, the Corporation or its designee tenders in full to the holders of the Class A Common Stock payment as described above, an amount equal to the product of (x) the Repurchase Price multiplied by (y) the number of shares of Class A Common Stock then outstanding. From and after the consummation of the redemption or repurchase effected in compliance with the terms of this Section 2.3, all rights of the holders of Class A Common Stock as such hereunder and under the DGCL shall cease and be of no further force or effect.

2.4 Interested Party Transactions. As a condition to and prior to agreeing to or consummating an Interested Party Transaction that (a) involves the payment of or commitment to pay (whether to or from the Corporation or any Subsidiary) Five Million Dollars ($5,000,000) or more in the aggregate; (b) that relates to the acquisition by the Corporation or any Subsidiary or the transfer or disposition of any assets of the Corporation or any Subsidiary having a fair market value equal to or greater than Five Million Dollars ($5,000,000) in the aggregate or (c) or any other transaction involving Five Million Dollars ($5,000,000) or more in the aggregate, the Board shall obtain an opinion from an Independent Expert that such transaction is fair to the Corporation from a financial point of view. Anything in this Section 2 to the contrary notwithstanding, there shall be no restriction on (i) subject to the Corporation’s compliance with Section 4, Equinox

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Holdings, Inc., a Delaware corporation (“Equinox”), or its Affiliates’ purchasing Class B Common Stock from the Corporation provided, that, the Corporation obtains an opinion from an Independent Expert that the price paid for such Class B Common Stock is fair to the Corporation and (ii) subject to the Corporation’s compliance with Section 4.2, Equinox or its Affiliates’ loaning money to the Corporation or any Subsidiary, provided, that, (x) the terms of such loan shall be expressly subordinate to any existing or future indebtedness for borrowed money of the Corporation or any Subsidiary and (y) the interest rate shall not exceed 200 basis points over the interest rate payable by the Corporation or any Subsidiary on its senior debt, provided, that, if there shall be no senior debt, then the interest rate shall not exceed six percent (6%) per annum; provided, further, that in no event shall the interest rate exceed twelve percent (12%) per annum. For the avoidance of doubt, senior debt shall include second lien loans and senior unsecured loans.

2.5 Termination. The provisions set forth in this Section 2 shall terminate and be of no further force or effect from and after the Trigger Time.

3. ELECTION OF DIRECTORS

3.1 The Board of Directors of the Corporation (the “Board”) shall consist of twelve (12) members or such other number as the Board shall determine from time to time by written notice delivered to the Secretary of the Corporation, subject to Sections 3.2 and 3.3 hereof; provided that the Board may grant the right to designate one or more members of the Board to any third parties, including any investors in the capital stock of the Corporation.

3.2 The holders of outstanding shares of Class A Common Stock, voting separately as a class, shall be entitled to elect two (2) directors (the “Class A Common Directors”) so long as each of Elizabeth Cutler (“Cutler”) and Julie Rice (“Rice”) (each of Cutler and Rice, a “Founder” and together, the “Founders”) is a Qualifying Founder, and in such event each Founder shall be entitled to designate one of the Class A Common Directors. If one (but not both) of the Founders ceases to be a Qualifying Founder, then the holders of outstanding shares of Class A Common Stock, voting separately as a class, only shall be entitled to elect one (1) Class A Common Director, and in such event the Qualifying Founder shall be entitled to designate the sole Class A Common Director. If both Founders cease to be Qualifying Founders, then the holders of outstanding shares of Class A Common Stock shall not be entitled to elect any directors. If a Founder ceases to be a Qualifying Founder, she may be removed as a director by written notice to that effect delivered by Equinox to the Secretary of the Corporation. A “Qualifying Founder” shall mean a Founder that, as of the date of determination, (i) is then serving as the Chief Executive Officer or Co-Chief Executive Officer of the Corporation, or (ii) then holds, together with her applicable Founder Group, at least 10,000 shares of Class A Common Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Class A Common Stock).

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3.3 The holders of outstanding shares of Class B Common Stock, voting separately as a class, shall be entitled to elect the number of directors of the Corporation equal to five (5) (or such other number of directors as determined by the Board from time to time) less the number of Class A Common Directors then able to be elected.

3.4 If the holders of shares of Class A Common Stock or Class B Common Stock, as the case may be, fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors, voting separately as a class, pursuant to this Section 3, then any directorship not so filled shall remain vacant until such time as the holders of the Class A Common Stock or Class B Common Stock, as the case may be, elect a person to fill such directorship by vote or written consent in lieu of a meeting; and no such directorship may be filled by Stockholders other than by the Stockholders that are entitled to elect a person to fill such directorship, voting separately as a class. Any director who shall have been elected by the holders of a class of stock may be removed during the aforesaid term of office, either with or without cause, by, and only by, the affirmative majority vote of the holders of the shares of the class of stock entitled to elect such director or directors, given either at a special meeting of such Stockholders duly called for that purpose or pursuant to a written consent of Stockholders, and any vacancy thereby created may be filled by the holders of that class of stock represented at the meeting or pursuant to a written consent.

3.5 To the extent entitled to vote thereon, each holder of shares of Common Stock agrees to vote, or cause to be voted, all such shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of Stockholders at which an election of directors is held or pursuant to any written consent of the Stockholders, the persons designated in accordance with this Section 3 shall be elected to the Board. In addition, each Stockholder also agrees to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that:

3.5.1 no director elected pursuant to Sections 3.2 or 3.3 may be removed from office unless (i) such removal is approved by the affirmative vote of the Person, or of the holders of that class of stock, entitled under Sections 3.2 or 3.3 to designate and/or elect that director; or (ii) the Person(s), or the holders of that class of stock, originally entitled to designate and/or elect such director pursuant to Section 3.2 or 3.3 is no longer so entitled to designate and/or elect such director;

3.5.2 any vacancies created by the resignation, removal or death of a director elected pursuant to Sections 3.2 or 3.3 shall be filled pursuant to the provisions of Section 3.4; and

3.5.3 upon the request of any Person entitled to designate a director as provided in Section 3.5.1 to remove such director, such director shall be removed.

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3.6 All Stockholders agree to execute any written consents required to perform the obligations of this Section 3, and the Corporation agrees at the request of any Person entitled to designate directors to call a special meeting of Stockholders entitled to elect the subject director for the purpose of electing directors. At any meeting held for the purpose of electing a director, the presence in person or by proxy of the holders of a majority of the outstanding shares of the class entitled to elect such director shall constitute a quorum for the purpose of electing such director.

3.7 A majority of the directors (provided that (i) a majority of the directors present are Class B Directors, and (ii) so long as a Class A Common Director is capable of being elected, at least one of the Class A Common Directors is present) constituting the Board shall constitute a quorum for the transaction of business; provided, however, that, so long as a Class A Common Director is capable of being elected, if the number of Class A Common Directors then capable of being elected miss a meeting of the Board, a majority of the directors constituting the Board shall constitute a quorum for the transaction of business at the next following meeting but not any subsequent meeting thereafter except as otherwise provided herein. Each director shall be entitled to cast one (1) vote. The vote of a majority of the directors cast at any meeting at which there is a quorum present shall be the act of the Board. A majority of the directors present may adjourn any meeting of the Board to another date, time or place, whether or not a quorum is present. If a meeting is adjourned pursuant to this Section 3.7 due to the absence of a quorum, such adjournment shall be for at least 24 hours. No notice need be given of any adjourned meeting, except (1) 24 hours’ notice shall be given to each of the members of the Board not present at the adjourned meeting, and (2) if the date, time or place of the adjourned meeting are not announced at the time of adjournment, the notice referred to in clause (1) above shall be given to each member of the Board, whether or not present at the adjourned meeting. The Board may appoint the Chairman of the Board and the officers of the Corporation, each of whom will serve at the pleasure of the Board, subject to any applicable written employment or other written agreement between the Corporation and such officer.

3.8 Termination. The provisions set forth in this Section 3 shall terminate and be of no further force or effect from and after the Trigger Time

4. PRE-EMPTIVE RIGHTS

4.1 Preemptive Rights on New Securities.

4.1.1 Preemptive Right. Subject to the exceptions set forth in Section 4.1.5, the Corporation shall not offer, issue or sell to any Person any New Securities (collectively, the “New Issue Securities”) unless, subject to Section 2.1 and Section 2.2, as applicable, the Corporation shall have first offered to sell to each of the Stockholders (collectively, the “Preemptive Right Stockholders”) up to such Preemptive Right Stockholder’s Pro Rata Share (as defined herein) of such New Issue Securities, in accordance with and subject to this Section 4.1, which offer shall be specified in a writing by

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the Corporation delivered to the Preemptive Right Stockholders (the “Preemptive Right Notice”) and by its terms, shall remain open and irrevocable for a period of forty (40) days after the Preemptive Right Notice is delivered to the Preemptive Right Stockholders (the “Preemptive Right Acceptance Period”). The Preemptive Right Notice with respect to any offering of New Issue Securities by the Corporation shall set forth all of the terms and conditions of such offering, including, without limitation, (i) the Corporation’s bona fide intention to offer such New Issue Securities, (ii) the class or classes of such New Issue Securities offered and the number of shares of each such class offered, (iii) the proposed price for the New Issue Securities and other terms of such offering, (iv) such Preemptive Right Stockholder’s Pro Rata Share of such New Issue Securities, (v) a copy of the proposed definitive agreement (if available), and (vi) the proposed date of the closing of the issuance and sale of such New Issue Securities. Following the delivery of the Preemptive Right Notice, the Corporation shall provide such additional information as each Preemptive Right Stockholder may reasonably request in order to evaluate the proposed offer and sale of the New Issue Securities, promptly, and in any event within two (2) Business Days, following such Preemptive Right Stockholder’s written request therefor. For purposes of this Agreement, the term “Pro Rata Share” means, with respect to each Stockholder, as of the date of determination, an amount, expressed as a percentage, equal to the quotient obtained by dividing the aggregate number of shares of Class A Common Stock and Class B Common Stock, owned of record by such Stockholder as of such date (treating both classes of Common Stock as one class for this purpose), by the aggregate number of shares of Class A Common Stock and Class B Common Stock issued and outstanding as of such date (treating both classes of Common Stock as one class for this purpose); provided, however, that solely for purposes of determining the “Pro Rata Share” of each of the Founders pursuant to Section 4.1 and Section 4.2, (i) the aggregate number of shares of Class A Common Stock and Class B Common Stock owned of record by Cutler shall be deemed to include the shares of Class A Common Stock and shares of Class B Common Stock owned of record by each of Cutler, the Irrevocable Trust FBO Lucia Hodges Cutler u/t/d March 20, 2011 and the Irrevocable Trust FBO Nina Plamondon Cutler u/t/d March 20, 2011 and their respective Permitted Transferees and (ii) the aggregate number of shares of Class A Common Stock and Class B Common Stock owned of record by Rice shall be deemed to include the shares of Class A Common Stock and shares of Class B Common Stock owned of record by each of Rice, the Trust F/B/O Parker R. Rice under Julie J. Rice 2011 GRAT and the Trust F/B/O Phoebe Rice under Julie J. Rice 2011 GRAT and their respective Permitted Transferees. “Permitted Transferee,” as used in this Section 4.1.1 means Permitted Transferees of the types described in clauses (a) and (b) of the definition of “Permitted Transferee” in Section 5.2 hereof.

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4.1.2 Acceptance Notice. At any time during the Preemptive Right Acceptance Period with respect to any Preemptive Right Notice, each Preemptive Right Stockholder shall have the right, but not the obligation, to accept the Corporation’s offer with respect to the New Issue Securities set forth in the Preemptive Right Notice and to purchase all or a portion of such Preemptive Right Stockholder’s Pro Rata Share of such New Issue Securities, subject to the oversubscription rights set forth in Section 4.1.3, by giving written notice to the Corporation of such acceptance (an “Acceptance Notice”), which Acceptance Notice shall constitute an irrevocable acceptance of such offer unless such Preemptive Right Stockholder revokes such offer in writing prior to the expiration of the Preemptive Right Acceptance Period. If an Acceptance Notice with respect to all of a Preemptive Right Stockholder’s Pro Rata Share of the New Issue Securities is not delivered to the Corporation by such Preemptive Right Stockholder within the Preemptive Right Acceptance Period, such Preemptive Right Stockholder shall be deemed to have waived such Preemptive Right Stockholder’s opportunity to purchase the New Issue Securities with respect to which the Acceptance Notice was not delivered and, subject to Section 4.1.3, the Corporation shall be free to issue and sell such New Issue Securities to any Person on the terms and conditions set forth in the Preemptive Right Notice; provided, however, that any such New Issue Securities not sold within sixty (60) days after the expiration of the Preemptive Right Acceptance Period shall continue to be subject to the requirements of this Section 4.1.

4.1.3 Oversubscription Rights.

(a) In any offering of New Issue Securities, each of the Preemptive Right Stockholders who has accepted the offer to purchase all, but not less than all, of such Preemptive Right Stockholder’s Pro Rata Share of such New Issue Securities pursuant to Section 4.1.2 (each, a “Preemptive Right Participating Stockholder”) shall have a right of oversubscription, such that if any of the other Preemptive Right Stockholders declines to purchase all of such Preemptive Right Stockholder’s Pro Rata Share of the New Issue Securities, each Preemptive Right Participating Stockholder shall have the right to purchase all or a portion of the balance of the New Issue Securities not purchased pursuant to Section 4.1.2. Such right of oversubscription may be exercised by the Preemptive Right Participating Stockholders by irrevocably accepting the offer of the New Issue Securities pursuant to Section 4.1.2 as to more than the Preemptive Right Participating Stockholder’s Pro Rata Share. The Corporation shall allocate to each such oversubscribing Preemptive Right Participating Stockholder its Pro Rata Share (excluding for the purposes of such calculation all shares of Class A Common Stock and Class B Common Stock held by the Preemptive Right Stockholders other than such oversubscribing Preemptive Right Participating Stockholders), of the balance of New Issue Securities

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not purchased by the Preemptive Right Stockholders pursuant to Section 4.1.2, up to the total amount of New Issue Securities set forth in such oversubscribing Preemptive Right Participating Stockholder’s Acceptance Notice; and thereafter, any remaining unallocated amounts of New Issue Securities shall be allocated among the oversubscribing Preemptive Right Participating Stockholders (up to the total amount of New Issue Securities set forth in such oversubscribing Preemptive Right Participating Stockholder’s Notice of Acceptance) as determined by the Board.

(b) Following the expiration of the Preemptive Right Acceptance Period with respect to an offering of New Issue Securities, if the Preemptive Right Stockholders have elected to purchase all or a portion of the New Issue Securities pursuant to Section 4.1.2 (after giving effect to the exercise of any oversubscription rights pursuant to Section 4.1.3(a)), the Corporation shall sell to each of the Preemptive Right Stockholders who has elected to purchase such New Issue Securities, such New Issue Securities which such Preemptive Right Stockholder has elected to purchase and shall be entitled to sell the New Issue Securities not purchased by the Preemptive Right Stockholders to a third party, in each case upon the terms and conditions specified in the Preemptive Right Notice.

4.1.4 Closing. The closing of the purchase of the New Issue Securities set forth in a Preemptive Right Notice shall occur on a date specified by the Corporation after the expiration of the Preemptive Right Acceptance Period. Upon the closing of any such purchase of New Issue Securities, which shall include full payment to the Corporation of the purchase price therefor, each Preemptive Right Stockholder who has delivered an Acceptance Notice to the Corporation shall purchase from the Corporation, and the Corporation shall sell to each such Preemptive Right Stockholder, the number of New Issue Securities specified in such Preemptive Right Stockholder’s Acceptance Notice (after giving effect to the provisions of Section 4.1.3(a)), upon the terms and conditions specified in the Preemptive Right Notice.

4.1.5 Exceptions. The rights of the Preemptive Right Stockholders under this Section 4.1 shall not apply to any of the following:

(a) shares of Common Stock (and/or options, warrants or other purchase rights to purchase Common Stock) issued or granted by the Corporation to the Founders or in connection with employee equity incentive programs approved by the Board;

(b) shares of Common Stock issued for consideration other than cash pursuant to a bona fide business acquisition by the Corporation, or a merger, consolidation, strategic alliance, acquisition or similar business combination, so long as such transaction was approved by the Board and approved pursuant to Section 2.1 or Section 2.2, as applicable;

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(c) shares of Common Stock issued pursuant to any equipment loan or leasing arrangement, real property leasing arrangement or debt financing from a bank or other financial or lending institution approved by the Board and approved pursuant to Section 2.1 or Section 2.2, as applicable;

(d) shares of Common Stock issued in connection with strategic transactions involving the Corporation and third parties (other than any Stockholders or Affiliates thereof), including, without limitation, joint ventures, manufacturing, marketing or distribution arrangements, provided that such issuance was approved by the Board and approved pursuant to Section 2.1 or Section 2.2, as applicable; or

(e) any shares of Common Stock issued in connection with any IPO.

4.1.6 Override Provision. In the event that the Board shall in good faith determine that the Corporation needs to close the sale of New Issue Securities more quickly than would be possible if the Corporation were required to comply with the provisions of Sections 4.1.1, 4.1.2 and 4.1.3, then notwithstanding anything to the contrary in this Section 4.1, the Corporation may sell New Issue Securities without compliance with the requirements of Sections 4.1.1, 4.1.2 and 4.1.3 hereof, provided, that, no later than five (5) calendar days following the initial closing of the sale of such New Issue Securities (the “Securities Closing”), the Corporation shall offer to each of the Stockholders the right to purchase up to such Founder’s Pro Rata Share of the amount of such New Issues Securities (after giving effect to any New Issues Securities issued or sold by the Corporation at the Securities Closing) plus any oversubscription rights, to the extent applicable, in accordance with the applicable provisions of Sections 4.1.1, 4.1.2 and 4.1.3 hereof and on the same terms and conditions as the New Issues Securities issued and sold at the Securities Closing.

4.1.7 Termination. The provisions set forth in this Section 4.1 shall be of no further force or effect from and after the Trigger Time.

4.2 Rights to Debt Issuances.

4.2.1 Loan Participation Right. Neither the Corporation nor any Subsidiary shall obtain a loan (each, a “Proposed Loan”) from any Stockholder or any Affiliate of any Stockholder (other than a Founder or any Permitted Transferee thereof) (each, a “Proposed Lender”), unless, subject to Section 2.1 and Section 2.2, as applicable, the Corporation shall have first offered to each Founder the opportunity to participate in such Proposed Loan as a lender for an amount equal up to such Founder’s Pro Rata Share

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of the amount of such Proposed Loan, in accordance with and subject to this Section 4.2, which offer shall be specified in a writing by the Corporation delivered to the Founders (the “Loan Participation Notice”) and by its terms, shall remain open and irrevocable for a period of thirty (30) days after the Loan Participation Notice is delivered to the Founders (the “Loan Participation Right Acceptance Period”). The Loan Participation Notice to each Founder with respect to each Proposed Loan shall set forth all of the terms and conditions of such Proposed Loan, including, without limitation, (i) the Corporation’s bona fide intention to obtain the Proposed Loan, (ii) the total dollar amount of the Proposed Loan, (iii) the name of each Proposed Lender, (iv) such Founder’s Pro Rata Share of the Proposed Loan, (v) the interest rate, maturity date, security interests, if any, and all other material terms of the Proposed Loan, (vi) copies of the proposed definitive loan, security and other agreements and documents with respect to the Proposed Loan (if available), and (vii) the proposed date of the closing of the Proposed Loan in accordance with Section 4.2.3. The Corporation shall provide such additional information as each Founder may reasonably request in order to evaluate the Proposed Loan, promptly, and in any event within five (5) Business Days, following such Founder’s written request therefor.

4.2.2 Acceptance Period. At any time during the Loan Participation Right Acceptance Period with respect to any Loan Participation Notice, each Founder shall have the right, but not the obligation, to accept the Corporation’s offer for such Founder to make a loan to the Corporation in an amount equal up to such Founder’s Pro Rata Share of the Proposed Loan, by giving written notice (a “Loan Acceptance Notice”) to the Corporation of such acceptance, including such portion of such Founder’s Pro Rata Share of the Proposed Loan such Founder desires to loan to the Corporation (the “Founder Share”), which Loan Acceptance Notice, subject to this Section 4.2.2, shall constitute an irrevocable acceptance of such offer unless such Founder revokes such offer in writing prior to the expiration of the Loan Participation Right Acceptance Period. Following delivery of the Loan Acceptance Notice by a Founder, such Founder shall be obligated to make the Founder Share of the Proposed Loan indicated in such Loan Participation Notice at the closing of the Proposed Loan in accordance with Section 4.2.3; provided, that, if the loan is not consummated within thirty (30) days after the expiration of the Loan Acceptance Period, then such Founder, by written notice to the Corporation may, in such Founder’s sole discretion, terminate such Founder’s obligation to loan the Corporation its Founder Share of the Proposed Loan specified in such in the Loan Acceptance Notice without any liability to such Founder. If a Loan Acceptance Notice with respect to all of a Founder’s Pro Rata Share of the Proposed Loan is not delivered to the Corporation by such Founder within the Loan Participation Right Acceptance Period, such Founder shall be deemed to have waived such Founder’s opportunity to make such portion of the Proposed Loan with respect to which the Loan Acceptance Notice was not delivered and the

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Corporation shall be free to obtain such portion of the Proposed Loan from the Proposed Lender(s) on the terms and conditions set forth in the Loan Participation Notice; provided, however, that any such portion of the Proposed Loan not made within thirty (30) days after the expiration of the Loan Participation Right Acceptance Period shall continue to be subject to the requirements of this Section 4.2.

4.2.3 Closing. The closing of each Proposed Loan shall occur on the date specified by the Corporation in the Loan Participation Notice, which date shall in no event occur less than fifteen (15) days nor more than thirty (30) days after the expiration of the Loan Participation Right Acceptance Period. Upon the closing of each Proposed Loan, each Founder who has elected to participate in such Proposed Loan by delivering the Loan Acceptance Notice shall fund its Founder Share of the Proposed Loan specified in such Founder’s Loan Acceptance Notice, in accordance with and subject to the terms and conditions specified in the Loan Participation Notice.

4.2.4 Override Provision. In the event that the Board shall in good faith determine that the Corporation needs to close a Proposed Loan more quickly than would be possible if the Corporation were required to comply with the provisions of Sections 4.2.1, 4.2.2 and 4.2.3, then notwithstanding anything to the contrary in this Section 4.2, the Corporation may obtain a Proposed Loan without compliance with the requirements of Sections 4.2.1, 4.2.2 and 4.2.3 hereof, provided, that, no later than five (5) calendar days following the initial closing of such Proposed Loan (a “Closed Stockholder Loan”), the Corporation shall offer to each of the Stockholders the right to participate for up to such Founder’s Pro Rata Share of the amount of the Closed Stockholder Loan (after giving effect to the outstanding amount of the Closed Stockholder Loan) in accordance with the applicable provisions of Sections 4.2.1, 4.2.2 and 4.2.3 hereof and on the same terms and conditions as the Closed Stockholder Loan.

4.2.5 Termination. The provisions set forth in this Section 4.2 shall be of no further force or effect from and after the Trigger Time.

5. RESTRICTIONS ON TRANSFERS

5.1 Restrictions on Transfers. Except as otherwise expressly permitted in this Section 5 or as required by applicable law, no holder of shares of Common Stock may Transfer any such shares without the prior written consent of the Board, which consent the Board may grant or withhold in its sole discretion.

5.2 Permitted Transfers. A Stockholder shall be free at any time to Transfer all or any portion of its shares of Common Stock: (a) to a Person who already is a holder of shares of Common Stock at the time of Transfer; (b) in the case of a holder that is a natural person, to any one or more of its existing Family Members; (c) in the case of a holder that is not a natural person, to a wholly owned subsidiary of such holder; (d) in the case of Equinox, to its Affiliates and, for the avoidance of doubt,

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to its direct and indirect shareholders; (e) to the acquiring party in, and pursuant to, a Qualified Corporate Transaction Event; (f) to the Corporation; (g) to the acquiring party in, and pursuant to, a Tag-Along Transfer (as defined below) or Drag-Along Transfer (as defined below); and (h) pursuant to an IPO. A trust or estate that has received a Transfer of shares of Common Stock from a holder thereof may Transfer such shares to a beneficiary of the trust or estate; provided, that, the beneficiary is a Family Member of the holder who transferred such shares to the trust or estate. A holder of shares of Common Stock that is a natural person also may Transfer all or any portion of its shares upon his or her death or involuntarily by operation of law. For purposes of this Section 5, a holder’s “Family Members” shall mean the holder’s spouse, ancestors, issue (including adopted children and their issue) and trusts or custodianships for the primary benefit of the holder himself or herself or such spouse, ancestors, or issue (including adopted children and their issue). Any Person to whom a Transfer may be effected as described in this Section 5.2 is hereinafter referred to as a “Permitted Transferee.”

5.3 Conditions to Transfer. Any Person who becomes a Stockholder of the Corporation pursuant to a Transfer permitted under Section 5.1 or 5.2 shall be subject to the provisions of this Certificate of Incorporation, including without limitation, this Section 5.

5.4 Termination. The provisions set forth in this Section 5 shall terminate and be of no further force or effect from and after the Trigger Time.

6. TAG-ALONG AND DRAG-ALONG RIGHTS

6.1 Tag-Along Rights.

6.1.1 In the event of a proposed Transfer by Equinox or any Affiliate (and, for the avoidance of doubt, by its direct and indirect shareholders) thereof (a “Transferor”) of Common Stock representing in the aggregate 15% or more of the issued and outstanding shares of Common Stock (treating all classes of Common Stock as one class for this purpose) held by them on the filing date hereof (a “Tag-Along Transfer”) to a single Transferee or a group of Transferees, in any transaction or series of related transactions, each holder of Common Stock other than the Transferor or any Affiliate (and, for the avoidance of doubt, its direct and indirect shareholders) thereof (each, a “Tag-Along Participant”) shall have the right to participate on the same terms and conditions, including price per share, as each Transferor in the manner set forth in this Section 6.1. Prior to any Tag-Along Transfer, each Transferor shall deliver to the Corporation prompt written notice (the “Transfer Notice”), which the Corporation will forward to each Tag-Along Participant within five (5) Business Days of receipt thereof, which notice shall state (i) the name of the proposed Transferee, (ii) the number of shares of Common Stock proposed to be Transferred to the Transferee(s) (the “Transferred Securities”), (iii) the price per share, including a description of any non-cash consideration sufficiently detailed to permit the determination of the fair market value

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thereof and (iv) the other material terms and conditions of the proposed Tag-Along Transfer, including the proposed Tag-Along Transfer date (which date may not be less than thirty (35) Business Days after delivery to the Tag-Along Participants of the Transfer Notice). Such notice shall be accompanied by a written offer from the proposed Transferee to purchase the Transferred Securities, which offer may be conditioned upon the consummation of the sale by each Transferor, or the most recent drafts of the purchase and sale documentation between each Transferor and the Transferee, which shall make provision for the participation of the Tag-Along Participants in such sale consistent with this Section 6.1.

6.1.2 Each Tag-Along Participant may elect to participate in the proposed Tag-Along Transfer to the proposed Transferee(s) identified in the Transfer Notice by giving written notice to the Corporation and to each Transferor within twenty (20) Business Days after the delivery of the Transfer Notice to such Tag-Along Participant, which notice shall state that such Tag-Along Participant elects to exercise its rights of tag along under this Section 6.1.2 and shall state the maximum number of shares of Common Stock sought to be Transferred. Each Tag-Along Participant shall be deemed to have waived its right of tag along with respect to the Transferred Securities hereunder if it fails to give notice within the prescribed time period. Each Tag-Along Participant may sell all or any part of that number of shares equal to the product obtained by multiplying (i) the aggregate number of Transferred Securities by (ii) a fraction the numerator of which is the number of shares of Common Stock held by the Transferors at the time of the Transfer Notice and the denominator of which is the total number of outstanding shares of Common Stock (treating all classes of Common Stock as one class for this purpose).

6.1.3 At the closing of the Tag-Along Transfer of the Transferred Securities to the Transferee(s), each Tag-Along Participant exercising its tag along rights hereunder shall deliver a document of conveyance in form reasonably satisfactory to the Transferee(s), against payment of the aggregate purchase price therefor by certified good check subject to collection or by wire transfer of immediately available funds. Each Stockholder participating in a Tag-Along Transfer shall receive consideration in the same form for his, her or its shares of Common Stock after deduction of such Stockholder’s proportionate share of the related expenses. Each Stockholder participating in a Tag-Along Transfer shall agree to make or agree to the same customary representations, covenants, indemnities and agreements as the Transferor, so long as they are made severally and not jointly and the liabilities thereunder are borne on a pro rata basis based on the consideration to be received by each Stockholder; provided, that any general indemnity given by the Transferor, applicable to liabilities not specific to the Transferor, to the Transferee in connection with such Tag-Along Transfer shall be apportioned among the Stockholders participating in such Tag-Along Transfer according to the consideration received by each such Stockholder and shall not exceed such

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Stockholder’s net proceeds from the Tag-Along Transfer; provided, further, that any representation relating specifically to a Stockholder or its ownership of the Transferred Securities shall be made only by that Stockholder. The fees and expenses incurred in connection with a Tag-Along Transfer and for the benefit of all Stockholders (it being understood that costs incurred by or on behalf of a Stockholder for his, her or its sole benefit will not be considered to be for the benefit of all Stockholders), to the extent not paid or reimbursed by the Corporation or the Transferee(s) or acquiring Person, shall be shared by all the Stockholders on a pro rata basis, based on the consideration received by each Stockholder in respect of its Transferred Securities; provided, that no Stockholder shall be obligated to make any out-of-pocket expenditure prior to the consummation of the Tag-Along Transfer (excluding de minimis expenditures). The proposed Tag-Along Transfer date may be extended beyond the date described in the Transfer Notice to the extent reasonably necessary to obtain required approvals of governmental entities and other required approvals and the Corporation and the Stockholders shall use their respective commercially reasonable efforts to obtain such approvals.

6.1.4 Notwithstanding anything to the contrary in this Section 6.1, this Section 6.1 shall not apply to any Transfer of Common Stock by Equinox or any Affiliate thereof to Equinox or any Affiliate thereof or, for the avoidance of doubt, an direct or indirect shareholder of Equinox.

6.2 Drag-Along Rights.

6.2.1 In the event an Acquisition (i) has been approved by the Board, (ii) does not involve an acquirer in which an Affiliate (and, in the case of Equinox, for the avoidance of doubt, its direct and indirect shareholders) of any Stockholder is involved in any capacity, and (c) in which the consideration payable to the Stockholders in connection therewith consists solely of cash or securities publicly traded on a national securities exchange having an average daily trading volume over each trading day (whether or not any shares traded on such day) during the twelve-month period immediately preceding such Corporate Transaction Event equal to or greater than Twenty Million Dollars ($20,000,000) per trading day, then Equinox shall have the right (the “Drag-Along Right”), but not the obligation, to require all (but not less than all) of the Stockholders (the “Dragged Holders”) to Transfer to the same Transferee, on the same terms and conditions as apply to Equinox, the same percentage of shares of Common Stock held by such Dragged Holders as Equinox is transferring of the Common Stock (the “Drag-Along Transfer”).

6.2.2 If Equinox elects to exercise its Drag-Along Right, then Equinox shall notify the Dragged Holders in writing (the “Drag-Along Notice”) no less than thirty (30) calendar days prior to the proposed date of the Acquisition. The Drag-Along Notice shall set forth (i) the name of the Transferee, (ii) the proposed amount of cash and terms and conditions of payment offered by the Transferee and a detailed summary of all other

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material terms pertaining to the Acquisition, and (iii) the number of shares of Common Stock that the Dragged Holders are required to sell in connection with such Drag-Along Right.

6.2.3 The consummation of such proposed Acquisition shall be subject to the sole discretion of Equinox, who shall have no liability or obligation whatsoever to the Dragged Holders participating therein for not consummating such proposed Acquisition other than their obligations as set forth herein. The Dragged Holders shall receive the benefits of the same terms and conditions in such Acquisition. Any such Acquisition shall be on terms that provide that the Dragged Holders shall (i) not be subject to personal liability for indemnification or otherwise beyond being required to contribute to an indemnification escrow on a pro rata basis with all other Stockholders based on consideration to be received by each and (ii) not be subject to any restrictive covenants that extend beyond the closing of such Acquisition. No Dragged Holder shall be required to make any representations or warranties in connection with any such proposed Acquisition other than to represent to such Transferee that such Dragged Holder is the record and beneficial owner of its shares of Common Stock free and clear of all liens and encumbrances, that the instrument of transfer relating to such shares entered into by such Dragged Holder will be effective to vest ownership of such shares in such Transferee free and clear of all liens and encumbrances, that such Dragged Holder has all requisite authority to engage in the proposed Acquisition, that the Dragged Holder, if an entity, is duly organized and that the proposed Acquisition will not contravene applicable law or, if applicable, such Dragged Holder’s Organizational Documents.

6.2.4 To the extent required under applicable law, each Stockholder shall take all actions necessary (at both the Board level (except to the extent prohibited by applicable law) and the stockholder level) to approve the Acquisition and cause the Acquisition to be consummated including: (i) voting the shares of Common Stock then beneficially held by such Stockholder in favor of the Acquisition at any meeting of the Stockholders called to vote on the Acquisition or, in the alternative, approving the Acquisition by written consent of the Stockholders, (ii) raising no objections to the Acquisition or the process pursuant to which the Acquisition was arranged other than objections, if applicable, that the terms of this Section 6.2 were not adhered to in some material respect, (iii) waiving any dissenters’ rights, appraisal or similar rights in connection with the Acquisition and (iv) taking all other necessary and desirable actions reasonably requested by Equinox to cause the Acquisition to be consummated. Each Dragged Holder also shall enter into such customary agreements as may be reasonably required of and entered into by all Stockholders, including Equinox and its Affiliates, in order to the close the Acquisition.

6.3 Termination. The provisions set forth in this Section 6 shall terminate and be of no further force or effect from and after the Trigger Time.

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7. INFORMATION AND INSPECTION RIGHTS

7.1 Delivery of Financial Statements. So long as a Founder (and/or her applicable Founder Group) hold at least 10,000 shares of Class A Common Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Class A Common Stock), the Corporation shall deliver to such Stockholders:

7.1.1 as soon as practicable, but in any event within one hundred twenty (120) days after the end of each fiscal year of the Corporation, its (i) balance sheet as of the end of such year, (ii) statements of income and of cash flows for such year, and (iii) statement of Stockholders’ equity as of the end of such year, all such financial statements prepared in accordance with GAAP, audited and certified by independent public accountants of nationally recognized standing selected by the Corporation;

7.1.2 as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Corporation, unaudited statements of income and cash flows for such fiscal quarter, and an unaudited balance sheet as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP);

7.1.3 as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Corporation, a statement showing the number of shares of each class of capital stock outstanding at the end of the period, and the number of shares of issued equity compensation awards and equity compensation awards not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the Stockholder to calculate its percentage equity ownership in the Corporation, and certified by the chief financial officer or chief executive officer of the Corporation as being true, complete, and correct; and

7.1.4 as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP).

7.2 If, for any period, the Corporation has any Subsidiary whose accounts are consolidated with those of the Corporation, then in respect of such period the financial statements delivered pursuant to Section 7.1 shall be the consolidated and consolidating financial statements of the Corporation and all such consolidated Subsidiaries.

7.3 Termination of Information Rights. The covenants set forth in this Section 7 shall terminate and be of no further force or effect (i) from and after the Trigger Time, or (ii) with respect to a Founder (and her Permitted Transferees), if such Founder materially breaches the non-compete in such Founder’s written employment agreement with the Corporation.

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8. INITIAL PUBLIC OFFERING

8.1 Initial Public Offering. Unless prohibited by this Certificate of Incorporation but subject to Section 10.1.2, the Corporation may, with the approval of the Board, consummate an IPO and take all steps reasonably necessary or desirable in connection therewith. The timing of the IPO will be in the discretion of the Board.

8.2 IPO Participation Rights.

8.2.1 If, upon an IPO, a Founder is then Chief Executive Officer or Co-Chief Executive Officer, then such Founder and her applicable Founder Group, shall have the right to sell their Pro Rata Share of the Common Stock sold in the secondary allotment in the IPO (and their Pro Rata Share of the Common Stock sold in the “greenshoe”) relative to the other holders of Common Stock, based on the proportion that the Common Stock then held by such Stockholders bears to the total Common Stock of the Corporation (treating all classes of Common Stock as one class for this purpose).

8.2.2 If, upon an IPO, a Founder is not then Chief Executive Officer or Co-Chief Executive Officer, then such Founder and her applicable Founder Group, shall have the right to sell their Pro Rata Share of the Common Stock sold in the secondary allotment in the IPO (and thirty percent (30%) of the Common Stock sold in the “greenshoe” (or such lesser amount as such Stockholders then hold)) relative to the other holders of Common Stock, based on the proportion that the Common Stock then held by such Stockholders bears to the total Common Stock of the Corporation (treating all classes of Common Stock as one class for this purpose).

8.2.3 Notwithstanding anything herein to the contrary, the Corporation shall not consummate an IPO unless due provision is made to permit compliance with this Section 8.2. This Section 8.2 shall be binding on the Corporation, its successors and assigns.

9. DISTRIBUTION OF PROCEEDS OF ASSET SALE

In the event of the consummation of an Asset Sale, the Corporation shall, subject to lawfully available funds and the DGCL, distribute to the holders of Common Stock all of the Net Proceeds (as defined below) from such Asset Sale, such distribution to be on a date or dates not more than five Business Days following the receipt by the Corporation of the proceeds of such

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Asset Sale. As used herein, the term “Net Proceeds” with respect to an Asset Sale shall mean the gross proceeds from the Asset Sale less (i) the payment of any indebtedness for borrowed money of the Corporation, together with all interest, premiums and fees due and owing thereon, (ii) the payment of any transaction fees and expenses incurred by the Corporation that are directly related to the Asset Sale, and (iii) any holdback, reserve or escrow established by the Board in connection with the Asset Sale to satisfy any post-transaction indemnification, purchase price adjustment or similar obligation, and once the Board determines that the need for such holdback, reserve or escrow shall have ceased, any remaining proceeds shall be distributed to the holders of Common Stock in accordance with this Section 9.

10. ADJUSTMENTS; CONVERSION

10.1 Conversion of Class A Common Stock; Effect of Conversion.

10.1.1 Each holder of Class A Common Stock may, at any time, by providing written notice to that effect to the Corporation, elect to convert each share of Class A Common Stock into a share of Class B Common Stock upon a ratio of one share of Class B Common Stock for one share of Class A Common Stock.

10.1.2 Effective immediately prior to the Trigger Time, each share of Class A Common Stock then outstanding shall automatically convert into one share of Class B Common Stock without any further action, deed or notice.

10.1.3 From and after the Trigger Time, all rights of the holders of Class A Common Stock as such hereunder and under the DGCL shall cease and be of no further force or effect, except that the rights of the holders of the Class A Common Stock under Section 8.2 hereof shall continue as rights of such holders in respect of the shares of Class B Common Stock into which such holder’s shares of Class A Common Stock were converted pursuant to this Section 10.1.

10.1.4 Shares of Class A Common Stock that are converted into shares of Class B Common Stock may not be reissued by the Corporation.

10.2 Adjustment for Stock Splits and Combinations. If the Corporation shall at any time or from time to time after the filing date hereof effect a subdivision of the outstanding Class B Common Stock, the Corporation simultaneously shall effect a subdivision of the Class A Common Stock at the same subdivision ratio. If the Corporation shall at any time or from time to time after the filing date hereof combine the outstanding shares of Class B Common Stock, the Corporation simultaneously shall combine the Class A Common Stock on the same combination ratio. Any adjustment under this subsection shall become effective at the close of business on the date the subdivision or combination becomes effective.

10.3 Adjustment for Certain Dividends and Distributions. In the event the Corporation at any time or from time to time after the filing date hereof shall make or issue, or

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fix a record date for the determination of holders of Class B Common Stock entitled to receive a dividend or other distribution payable on the Class B Common Stock in additional shares of any class of Common Stock, then the Corporation simultaneously shall make or issue, or fix a record date for the determination of holders of Class A Common Stock entitled to receive, a dividend or other distribution payable on the Class A Common Stock in additional shares of any such class of Common Stock.

10.4 Adjustments for Other Dividends and Distributions. In the event the Corporation at any time or from time to time after the filing date hereof shall make or issue, or fix a record date for the determination of holders of Class B Common Stock entitled to receive, a dividend or other distribution payable in securities of the Corporation or in other property and the provisions of Section 10.3 do not apply to such dividend or distribution, then and in each such event the holders of Class A Common Stock shall receive on a per share basis, simultaneously with the distribution to the holders of Class B Common Stock, a dividend or other distribution of such securities or other property in an amount equal to the amount of such securities or other property distributed to holders of Class B Common Stock on a per share basis.

10.5 Adjustment for Merger or Reorganization, etc. If there shall occur any reorganization, recapitalization, reclassification, consolidation or merger, including an IPO, involving the Corporation in which the Class B Common Stock is converted into or exchanged for securities, cash or other property (other than a transaction covered by Sections 10.2, 10.3 or 10.4), then, simultaneous with such reorganization, recapitalization, reclassification, consolidation or merger, each share of Class A Common Stock shall thereafter be convertible into the same kind and amount of securities, cash or other property into which a share of Class B Common Stock was converted or exchanged; and, in such case, appropriate adjustment (as determined in good faith by the Board) shall be made in the application of the provisions in this Section 10.5 with respect to the rights and interests thereafter of the holders of the Class A Common Stock, to the end that the provisions set forth in this Section 10 shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of such Class A Common Stock. For the avoidance of doubt, nothing in this Section 10.5 shall be construed as preventing the holders of Class A Common Stock from seeking any appraisal rights to which they are otherwise entitled under the DGCL in connection with a merger triggering an adjustment hereunder, nor shall this Section 10.5 be deemed conclusive evidence of the fair value of the shares of such Class A Common Stock in any such appraisal proceeding.

10.6 Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment pursuant to this Section 10, the Corporation at its expense shall, as promptly as reasonably practicable but in any event not later than ten (10) days thereafter, compute such adjustment or readjustment in accordance with the terms hereof and furnish to each holder of Class A Common Stock a certificate setting forth such adjustment or readjustment (including the kind and amount of

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securities, cash or other property into which such Class A Common Stock, as well as the Class B Common Stock, is convertible) and showing in detail the facts upon which such adjustment or readjustment is based. The Corporation shall, as promptly as reasonably practicable after the written request at any time of any holder of Class A Common Stock (but in any event not later than ten (10) days thereafter), furnish or cause to be furnished to such holder a certificate setting forth the amount, if any, of other securities, cash or property which then would be received upon the conversion of such Class A Common Stock, as well as the Class B Common Stock.

10.7 Notice of Record Date. In the event (a) the Corporation shall take a record of the holders of any class of its Common Stock for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of capital stock of any class or any other securities, or to receive any other security; (b) of any capital reorganization of the Corporation, any reclassification of any class of the Common Stock of the Corporation, or any Corporate Transaction Event; or (c) of the voluntary or involuntary dissolution, liquidation or winding-up of the Corporation or any Subsidiary, then, and in each such case, the Corporation will send or cause to be sent to the holders of the Common Stock a notice specifying, as the case may be, (i) the record date for such dividend, distribution or right, and the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up is proposed to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other capital stock or securities at the time issuable upon the conversion of such Common Stock) shall be entitled to exchange their shares of Common Stock (or such other capital stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up, and the amount per share and character of such exchange applicable to such Common Stock. Such notice shall be sent at least ten (10) days prior to the record date or effective date for the event specified in such notice.

11. WAIVER

Any of the rights, powers, preferences and other terms of any class of Common Stock set forth herein may be waived on behalf of all holders of such class of Common Stock by the affirmative written consent or vote of the holders of a majority of the shares of such class of Common Stock then outstanding.

12. NOTICES

All notices, consents, waivers, requests, or other instruments or communications given pursuant to this Certificate of Incorporation shall be in writing, shall be signed by the party giving the same, and (whether mandatory or voluntary) shall be delivered by hand; sent by registered or certified United States mail, return receipt requested, postage prepaid; sent by a nationally recognized overnight delivery service, or sent by electronic mail (with a copy of the transmission retained by the sender for proof thereof) to an electronic mail address known by the sender to be

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regularly used by the recipient, provided that a conformed copy of such notice is sent simultaneously with such electronic mail by one of the other forms of delivery permitted by this Section 12. Such notices, instruments, or communications shall be addressed, in the case of the Corporation, to the Corporation at its principal place of business and, in the case of any of the Founders, to the address set forth in the Corporation’s books and records; except that any party may, by notice, to the Corporation and each other Founder, specify any other address for the receipt of such notices, instruments, or communications. Any notice, instrument, or other communication given pursuant to any section of this Certificate of Incorporation shall be deemed properly given when sent in the manner prescribed in this Section 12. In computing the period of time for the giving of any notice, the day on which the notice is given shall be excluded and the day on which the matter noticed is to occur shall be included. If notice is given by personal delivery, then it shall be deemed given on the date personally delivered to such party. If notice is given by United States mail in the manner permitted above, it shall be deemed given three (3) days after being deposited in the mail addressed to the party to whom it is directed at the last address of the party as it appears on the records of the Corporation, with prepaid postage thereon. If notice is given by nationally recognized overnight courier delivery service, then it shall be deemed given on the date actually delivered to the address of the recipient by such nationally recognized overnight courier delivery service. If notice is given in any other manner authorized herein or by law, it shall be deemed given when actually delivered, unless otherwise specified herein or by law.

13. DEFINITIONS

For purposes of the Certificate of Incorporation, the following terms shall have the following meanings:

“Acquisition” means any Qualified Corporate Transaction Event; provided that an Acquisition shall not include any transaction or series of transactions principally for bona fide equity financing purposes in which cash is received by the Corporation or any successor thereof or indebtedness of the Corporation is cancelled or converted or a combination thereof.

“Affiliate” means, with respect to (x) any Person, any other Person who directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person and (y) Equinox, its shareholders, employees, owners or limited partners of its direct or indirect shareholders. The term “control” means the possession, directly or indirectly, 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, and the terms “controlled” and “controlling” have meanings correlative thereto.

“Business Day” means a day, other than a Saturday or Sunday, on which commercial banks in New York City are open for the general transaction of business.

“Corporate Transaction Event” means any of the following events:

(a) any consolidation, combination, share exchange, merger or other transaction with or into any other corporation or other entity or person in which the Corporation is a constituent party or a Subsidiary is a constituent party (whether or not the Corporation is the surviving entity);

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(b) the sale, issuance or transfer, or the acquisition of “beneficial ownership” (as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) by any person or “group” (as that term is defined in Rule 13d-5 of the Securities Exchange Act of 1934, as amended) of more than 50% of the voting power or Common Stock of the Corporation; or

(c) a sale, lease, license, transfer or other disposition of all, substantially all or a material portion of the assets of the Corporation and its Subsidiaries, or of a majority (measured by contribution to the consolidated gross revenue of the Corporation and its Subsidiaries, determined in accordance with GAAP, for the twelve (12) calendar months immediately preceding such proposed Corporate Transaction Event) of the Subsidiaries (an “Asset Sale”).

“Founder Group” means (i) in the case of Cutler, Cutler, the Irrevocable Trust FBO Lucia Hodges Cutler u/t/d March 20, 2011, the Irrevocable Trust FBO Nina Plamondon Cutler u/t/d March 20, 2011, Cutler’s Permitted Transferee(s) and the Permitted Transferee(s) of each of the Irrevocable Trust FBO Lucia Hodges Cutler u/t/d March 20, 2011 and the Irrevocable Trust FBO Nina Plamondon Cutler u/t/d March 20, 2011, and (ii) in the case of Rice, the Trust F/B/O Parker R. Rice under Julie J. Rice 2011 GRAT and the Trust F/B/O Phoebe Rice under Julie J. Rice 2011 GRAT, Rice’s Permitted Transferee(s) and the Permitted Transferee(s) of each of the Trust F/B/O Parker R. Rice under Julie J. Rice 2011 GRAT and the Trust F/B/O Phoebe Rice under Julie J. Rice 2011 GRAT. For purposes of this definition, “Permitted Transferee” shall, for purposes of this definition, be limited to Permitted Transferees of the types described in clauses (a) and (b) of the definition of “Permitted Transferee” in Section 5.2 hereof.

“GAAP” means generally accepted accounting principles in the United States as in effect on the date hereof, applied consistently with the manner in which they were applied by the Corporation and its predecessors.

“Independent Expert” means a nationally recognized investment bank or other recognized expert in the relevant field, in each case who has demonstrated industry experience in the subject matter of the opinion to be rendered and is independent of, and in cases where such expert is opining on matters other than the fairness of the terms of a lease has no relationship with, the Corporation or any Affiliate thereof or any Stockholder or Affiliate of any Stockholder.

“IPO” means the closing of a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of Common Stock.

“New Securities” means any Common Stock or other equity securities of the Corporation whether now authorized or not, any rights, options or warrants to purchase Common Stock or other equity securities (including preferred shares) and any indebtedness of the Corporation which is convertible into Common Stock or other equity securities (or which is convertible into a security which is, in turn, convertible into Common Stock or other equity securities).

“Organizational Documents” means: (a) in the case of a Person that is a corporation, its articles or certificate of incorporation and its by-laws, regulations or similar governing instruments required by the laws of its jurisdiction of organization; (b) in the case of a Person that is a partnership, its articles or certificate of partnership, formation or association, and its partnership

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agreement (in each case, limited, limited liability, general or otherwise); (c) in the case of a Person that is a limited liability company, its articles or certificate of formation or organization, and its operating or limited liability company agreement; and (d) in the case of a Person that is none of a corporation, partnership (limited, limited liability, general or otherwise), limited liability company or natural person, its governing instruments required or contemplated by the laws of its jurisdiction of organization.

“Permitted Affiliate Transactions” means:

(a) the provision by Equinox to the Corporation of the following support services: (i) real estate acquisition expertise and support, both domestic and international, in sourcing, negotiating and executing leases; (ii) brand marketing and customer acquisition support services; (iii) assistance in its public relations’ efforts and, in connection therewith, leverage of all of Equinox’s agency and press relationships; (iv) retail development and operational support, including merchandise planning, product development and sourcing, inventory and merchandising strategies, pricing strategies and overall retain management oversight; (v) human resource management and talent acquisition across all markets and (vi) other operational and administrative support services, including information technology (online/web, systems, operational software, etc.), financing and accounting support, and legal services,

(b) the entering into a lease with an Affiliate of the Corporation or any Affiliate of a Stockholder of the Corporation, and

(c) subject to compliance with Section 2.4, from and after October 1, 2016, any other transaction between the Corporation and any of its Subsidiaries, on the one hand, and Equinox or any of its Affiliates, on the other hand.

The provision of the support services listed in clause (a) above shall be a “Permitted Affiliate Transaction” for purposes of this Certificate of Incorporation only if the sole cost to the Corporation is the reimbursement to Equinox of its reasonable out-of-pocket costs and third party expenses incurred directly by Equinox in the provision of such support services, and no other consideration shall be payable by the Corporation to Equinox in connection with the provision of such support services.

The provision of the support services listed in clause (a) above and the entering into a lease as described in clause (b) above or other transaction described in clause (c) above shall be a “Permitted Affiliate Transaction” for purposes of this Certificate of Incorporation only if either of the following conditions is met:

(a) if the aggregate amount of payments to, or from, the Corporation or any Subsidiary in connection therewith is reasonably not expected to exceed $5,000,000 (in the aggregate, in the case of clause (a) above), the Board has determined that the terms of such provision or lease or other transaction are fair to the Corporation from a financial point of view.

(b) if the aggregate amount of payments to, or from, the Corporation or any Subsidiary in connection therewith is reasonably expected to equal or exceed $5,000,000 (in the aggregate, in the case of clause (a) above), the Board has obtained an opinion from an Independent Expert, as contemplated by Section 2.4 hereof, that the terms of such provision or lease or other transaction are fair to the Corporation from a financial point of view.

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“Person” means an individual, corporation, association, partnership, joint venture, limited liability company, estate, trust, or any other legal entity.

“Qualified Corporate Transaction Event” shall mean a Corporate Transaction Event with respect to which the consideration to be paid to the Stockholders (directly or, if originally paid to the Corporation or a Subsidiary, through a dividend or distribution or other payment from the Corporation) (a) solely consists of cash or securities publicly traded on a national securities exchange having an average daily trading volume over each trading day (whether or not any shares traded on such day) during the twelve-month period immediately preceding such Corporate Transaction Event equal to or greater than Twenty Million Dollars ($20,000,000) per trading day, and (b) is paid to the Stockholders ratably on a per share of Common Stock basis.

“Subsidiary” means (i) any entity in which the Corporation, directly or indirectly, owns not less than 25% of the capital stock or holds a corresponding equity or similar interest or (ii) any entity in which Corporation, directly or indirectly, has the power to elect at least 25% of its board of directors or other governing body.

“Transfer” means, as a noun, any voluntary or involuntary transfer, sale, pledge, hypothecation, gift, or other disposition and, as a verb, voluntarily or involuntarily to transfer, sell, pledge, hypothecate, give, or otherwise dispose of; provided, that any pledge by Equinox of any shares of Common Stock held by it to secure any indebtedness or guarantee indebtedness issued by it or its Subsidiaries shall be deemed not to be a Transfer.

“Transferee” means any transferee in connection with a Transfer of all or any portion of the Common Stock held by a Stockholder.

“Trigger Time” means the moment in time at which a definitive binding underwriting agreement executed and delivered by the Company and its underwriters in connection with an IPO becomes a binding and enforceable obligation of each of the parties thereto.

14. STOCK LEGEND

14.1 Each certificate representing shares of Common Stock now or hereafter issued to any Person (whether issued in a primary issuance by the Corporation or a secondary issuance pursuant to a Transfer permitted pursuant to Section 5) shall be endorsed with the following legend:

“THE VOTING, SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO, AND IN SOME CASES PROHIBITED BY, THE CERTIFICATE OF INCORPORATION OF THE CORPORATION. COPIES OF SUCH CERTIFICATE OF INCORPORATION MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE CORPORATION.”

14.2 The Corporation may instruct its transfer agent to impose transfer restrictions on the shares represented by certificates bearing the legend referred to in Section 14.1 above to enforce the provisions of this Certificate of Incorporation and the Corporation agrees to promptly do so.

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V.

For the management of the business and for the conduct of the affairs of the Corporation, and in further definition, limitation and regulation of the powers of the Corporation, of its directors and of its Stockholders or any class thereof, as the case may be, it is further provided that:

A. The management of the business and the conduct of the affairs of the Corporation shall be vested in its Board.

B. Subject to any additional vote required by this Certificate of Incorporation, the Board is expressly empowered to adopt, amend or repeal the Bylaws of the Corporation. The Stockholders also shall have the power to adopt, amend or repeal the Bylaws of the Corporation; provided, however, that, in addition to any vote of the holders of any class or series of stock of the Corporation required by law or by this Certificate of Incorporation, the affirmative vote of the holders of a majority of the voting power of all of the then-outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class on an as-if-converted to Common Stock basis, shall be required to adopt, amend or repeal any provision of the Bylaws of the Corporation.

C. The directors of the Corporation need not be elected by written ballot unless the Bylaws of the Corporation so provide.

D. Subject to any additional vote required by this Certificate of Incorporation or Bylaws of the Corporation, in furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, repeal, alter, amend and rescind any or all of the Bylaws of the Corporation.

E. Meetings of Stockholders may be held within or without the State of Delaware, as the Bylaws of the Corporation may provide. The books of the Corporation may be kept outside the State of Delaware at such place or places as may be designated from time to time by the Board or in the Bylaws of the Corporation.

VI.

A. To the fullest extent permitted by law, a director of the Corporation shall not, in his or her capacity as a director, be personally liable to the Corporation or its Stockholders for monetary damages for breach of fiduciary duty as a director. If the DGCL or any other law of the State of Delaware is amended after approval by the Stockholders of this Article VI to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL as so amended.

B. Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “Proceeding”), by reason of the fact that he or she is or was a director, officer of the Corporation or any subsidiary of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “Indemnitee”),

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whether the basis of such Proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior thereto), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith and such indemnification shall continue as to an Indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in Section D of this Article VI with respect to Proceedings to enforce rights to indemnification, the Corporation shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Board.

C. Right to Advancement of Expenses. The right to indemnification conferred in Section B of this Article VI shall include the right to be paid by the Corporation the expenses incurred in defending any Proceeding for which such right to indemnification is applicable in advance of its final disposition (hereinafter an “Advancement of Expenses”); provided, however, that, if the DGCL requires, an Advancement of Expenses incurred by an Indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such Indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “Undertaking”), by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “Final Adjudication”) that such Indemnitee is not entitled to be indemnified for such expenses under this Section C of Article VI or otherwise.

D. Right of Indemnitee to Bring Suit. The rights to indemnification and to the Advancement of Expenses conferred in Section B and Section C of this Article VI shall be contract rights. If a claim under Section B or Section C of this Article VI is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be twenty (20) days, the Indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense that, and (ii) in any suit by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Corporation shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in the DGCL. Neither the failure of the Corporation (including the Board, independent legal counsel, or its Stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including the Board, independent legal counsel, or its

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Stockholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to such suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an Advancement of Expenses hereunder, or by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such Advancement of Expenses, under this Article or otherwise shall be on the Corporation.

E. Non-Exclusivity of Rights. The rights to indemnification and to the Advancement of Expenses conferred in this Article VI shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Corporation’s Certificate of Incorporation, Bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

F. Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL.

G. Indemnification of Employees and Agents of the Corporation. The Corporation may, to the extent authorized from time to time by the Board, grant rights to indemnification, and the Advancement of Expenses, to any employee or agent of the Corporation to the fullest extent of the provisions of this Article with respect to the indemnification and Advancement of Expenses of directors and officers of the Corporation.

H. Amendment. Neither any amendment nor repeal of this Article VI, nor the adoption of any provision of this Certificate of Incorporation inconsistent with this Article VI, shall eliminate or reduce the effect of this Article VI in respect of any matter occurring, or action or proceeding accruing or arising or that, but for this Article VI, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

If the DGCL hereafter is amended to further eliminate or limit the liability of directors, then the liability of a director of the Corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended DGCL. Any repeal or modification of Article VI by the Stockholders shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director, officer or other agent of the Corporation existing at the time of such repeal or modification.

VII.

A. The Corporation renounces, to the fullest extent permitted by law, any interest or expectancy of the Corporation in, or in being offered an opportunity to participate in, any Excluded Opportunity. An “Excluded Opportunity” is any matter, transaction or interest that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of (i) any director of the Corporation who is not an employee or consultant of the Corporation or any of its Subsidiaries, or (ii) any holder of Common Stock or any partner, member, director, stockholder, employee or agent of any such holder, other than someone who is an employee or consultant of the Corporation or any of its Subsidiaries.

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VIII.

The incorporator of the Corporation is Terrence Boyle, whose mailing address is 75 East 55th Street, New York, New York 10022.

IX.

The Corporation shall not be subject to the provisions of Section 203 of the DGCL.

X.

Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for (1) any derivative action or proceeding brought on behalf of the Corporation, (2) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Stockholders, (3) any action asserting a claim arising pursuant to any provision of the DGCL, or (4) any action asserting a claim governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article X.

* * * *

[Remainder of page intentionally left blank.]

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IN WITNESS WHEREOF, the undersigned incorporator hereby acknowledges that the foregoing certificate of incorporation is his act and deed on this the      day of         , 2015.

By:

Name:

[Signature Page to Certificate of Incorporation]

Exhibit B

FINAL COPY

BYLAWS

OF

SOULCYCLE INC.

(a Delaware corporation)

TABLE OF CONTENTS

			Page
1.	OFFICES			1
	(a)	Offices		1
2.	MEETINGS OF STOCKHOLDERS			1
	(a)	Annual Meetings		1
	(b)	Special Meetings		1
	(c)	Notice of Meetings		1
	(d)	Quorum		1
	(e)	Voting		1
	(f)	Inspectors		1
	(g)	Chairman of Meetings		2
	(h)	Secretary of Meeting		2
	(i)	Lists of Stockholders		2
	(j)	Action Without Meeting		2
	(k)	Adjournment		2
3.	BOARD OF DIRECTORS			3
	(a)	Powers		3
	(b)	Number and Term		3
	(c)	Resignations		3
	(d)	Removal		3
	(e)	Vacancies and Newly Created Directorships		3
	(f)	Meetings		3
	(g)	Quorum		4
	(h)	Committees		4
	(i)	Action Without A Meeting		4
	(j)	Compensation		4
	(k)	Telephonic Meeting		4
4.	OFFICERS			4
	(a)	General		4
	(b)	Other Officers and Agents		5
	(c)	Chairman		5
	(d)	Chief Executive Officer		5
	(e)	President		5
	(f)	Vice Presidents		5
	(g)	Treasurer		5

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TABLE OF CONTENTS

(continued)

			Page
	(h)	Secretary		5
	(i)	Assistant Treasurers and Assistant Secretaries		6
	(j)	Corporate Funds and Checks		6
	(k)	Delegation of Duties		6
	(l)	Resignation and Removal		6
	(m)	Vacancies		6
5.	STOCK			6
	(a)	Certificates of Stock		6
	(b)	Transfer of Shares		6
	(c)	Lost Certificates		7
	(d)	Stockholders of Record		7
	(e)	Stockholders Record Date		7
	(f)	Dividends		7
6.	NOTICE AND WAIVER OF NOTICE			8
	(a)	Notice		8
	(b)	Waiver of Notice		8
7.	AMENDMENT OF BYLAWS			8
8.	INDEMNIFICATION			8
	(a)	Third Party Actions		8
	(b)	Actions by or in the Right of the Corporation		9
	(c)	Mandatory Indemnification		9
	(d)	Determination of Conduct		9
	(f)	Payment of Expenses in Advance		9
	(g)	Indemnity Not Exclusive		9
	(h)	Amendment or Repeal		10
	(i)	Definitions		10
	(j)	Continuation of Indemnity		10
9.	MISCELLANEOUS			10
	(a)	Seal		10
	(b)	Fiscal Year		10
	(c)	Subject to Law and Certificate of Incorporation		11

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BYLAWS

1. Offices

(a) Offices. The Corporation shall maintain its registered office in the State of Delaware at 2711 Centerville Road Suite 400, Wilmington, Delaware, and its resident agent at such address is Corporation Service Company. The Corporation may also have offices in such other places in the United States or elsewhere as the Board of Directors may, from time to time, appoint or as the business of the Corporation may require.

2. Meetings of Stockholders

(a) Annual Meetings. Annual meetings of stockholders for the election of directors and for such other business as may properly be conducted at such meetings shall be held at such place, either within or without the State of Delaware, and at such time and date as the Board of Directors shall determine by resolution and set forth in the notice of the meeting. In the event that the Board of Directors fails to so determine the time, date and place for the annual meeting, it shall be held at the principal office of the Corporation at 10:00 o’clock a.m. on the last business day in March of each year.

(b) Special Meetings. Special meetings of stockholders, unless otherwise prescribed by statute, may be called by the Chairman of the Board of Directors or by resolution of the Board of Directors and shall be called by the Secretary upon the written request of not less than 10% in interest of the stockholders entitled to vote thereat. Notice of each special meeting shall be given in accordance with section 2(c) of this Article 2. Unless otherwise permitted by law, business transacted at any special meeting of stockholders shall be limited to the purpose stated in the notice.

(c) Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting, which shall state the place, date and time of the meeting, and, in the case of a special meeting, the purposes for which the meeting is called, shall be mailed to or delivered to each stockholder of record entitled to vote thereat. Such notice shall be given not less than ten days nor more than sixty days before the date of any such meeting.

(d) Quorum. Unless otherwise required by law or the Certificate of Incorporation, the holders of a majority of the issued and outstanding stock entitled to vote at a meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of stockholders.

(e) Voting. Unless otherwise provided in the Certificate of Incorporation, each stockholder shall be entitled to one vote for each share of capital stock held by such stockholder. Upon the request of stockholders holding not less than 10% of the capital stock held by the stockholders entitled to vote at a meeting, voting shall be by written ballot. Unless otherwise required by law, these Bylaws or the Certificate of Incorporation, all other corporate action shall be decided by a vote of the holders of a majority of the issued and outstanding stock entitled to vote.

(f) Inspectors. The Board of Directors may, in advance of any meeting of stockholders, appoint one or more inspectors to act at such meeting or any adjournment thereof. If any of the inspectors so appointed shall fail to appear or act, the chairman of the

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meeting may appoint one or more inspectors. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath to faithfully execute the duties of inspector at such meeting with strict impartiality and according to the best of his or her ability. The inspectors shall determine the number of shares of capital stock of the Corporation outstanding and the voting power of each, the number of shares represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the results, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the chairman of the meeting, the inspectors shall make a report in writing of any challenge, request or matter determined by them and shall execute a certificate of any fact found by them. No director or candidate for the office of director shall act as an inspector of an election of directors.

(g) Chairman of Meetings. The Chairman of the Board of Directors, if one is elected, or, in his or her absence or disability, the secretary of the Corporation, shall preside at all meetings of the stockholders.

(h) Secretary of Meeting. The Secretary of the Corporation shall act as Secretary at all meetings of the stockholders. In the absence or disability of the Secretary, the Chairman of the Board of Directors shall appoint a person to act as Secretary at such meetings.

(i) Lists of Stockholders. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, showing the address of each stockholder and the number and class of shares held by each. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the meeting and may be inspected by any stockholder who is present for any purpose germane to the meeting.

(j) Action Without Meeting. Unless otherwise provided by the Certificate of Incorporation, any action required by law to be taken at any annual or special meeting of stockholders, or any action which may be taken at such meetings, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

(k) Adjournment. At any meeting of stockholders of the Corporation, if less than a quorum be present, the holders of a majority of the issued and outstanding stock entitled to vote thereat, present in person or by proxy, shall have the power to adjourn the meeting from time to time without notice other than announcement at the meeting until a quorum shall be present. Any business may be transacted at the adjourned meeting which might have been transacted at the meeting originally noticed. If the adjournment is for more than thirty days, or if after the adjournment a new record date, as provided for in section 5(e) of Article 5 of these Bylaws, is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

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3. Board of Directors

(a) Powers. The property, business and affairs of the Corporation shall be managed and controlled by its Board of Directors. The Board of Directors shall exercise all of the powers and duties conferred by law except as provided by the Certificate of Incorporation, these Bylaws or applicable law.

(b) Number and Term. The number of directors shall initially be five but, subject to the restrictions set forth in the Certificate of Incorporation, may be changed by resolution of the Board of Directors. The Board of Directors shall be elected by the stockholders at their annual meeting and each director shall be elected to serve for the term of one year and until his or her successor shall be elected and qualify or until his or her earlier resignation or removal. Directors need not be stockholders.

(c) Resignations. A director may resign at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time is specified, at the time of its receipt by the Chairman of the Board of Directors or the Secretary. The acceptance of a resignation shall not be necessary to make it effective except as otherwise provided by agreement among all of the stockholders of the Corporation. A vacancy created by the resignation of a director shall be filled as provided in section 3(e) of this Article 3.

(d) Removal. Except as otherwise provided in the Certificate of Incorporation, any director or the entire Board of Directors may be removed either for or without cause at any time by the affirmative vote of the holders of a majority of the issued and outstanding stock entitled to vote for the election of directors at any annual or special meeting of the stockholders called for that purpose. Except as otherwise set forth in the Certificate of Incorporation, vacancies thus created may be filled at such meeting by the affirmative vote of the holders of a majority of the issued and outstanding stock entitled to vote, or, if the vacancies are not so filled, by the directors as provided in section 3(e) of this Article 3, in each case, however, a vacancy created by the removal of a director shall be filled with an individual designated by the party which designated the director removed pursuant to this section 3(d).

(e) Vacancies and Newly Created Directorships. Except as provided in section 3(d) of this Article 3 or in the Certificate of Incorporation, vacancies occurring in any directorship and newly created directorships may be filled by a vote of the majority of the remaining directors then in office. Any director so chosen shall hold office for the unexpired term of his or her predecessor and until his or her successor shall be elected and qualify or until his or her earlier death, resignation or removal. Notwithstanding the foregoing, the Board of Directors may not fill the vacancy created by removal of a director by electing the director so removed.

(f) Meetings. Regular meetings of the Board of Directors may be held without notice at such places and times as shall be determined from time to time by resolution of the directors. Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors and shall be called by the Secretary on the written request of any director with at least two days’ prior written notice to each director and shall be held at such place as may be determined by the directors or as shall be stated in the notice of the meeting. Such notice of special meeting shall also state the purpose of such special meeting if any proposed amendment to these Bylaws is to be adopted at such special meeting or with respect to any other matter where notice is required by applicable law or by these Bylaws or the Certificate of Incorporation.

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(g) Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by applicable law, by the Certificate of Incorporation or by these Bylaws. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

(h) Committees. The Board of Directors may, by resolution passed by a majority of the directors comprising a full Board of Directors, designate one or more committees, including but not limited to an Executive Committee, a Compensation Committee and an Audit Committee, each such committee to consist of one or more of the directors. The Board of Directors may designate one or more directors as alternate members of any committee to replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolutions of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority to amend the Certificate of Incorporation, adopt an agreement of merger or consolidation, recommend to the stockholders the sale, lease, or exchange of all or substantially all of the Corporation’s properties and assets, recommend to the stockholders a dissolution of the Corporation or a revocation of a dissolution, fill a vacancy on the Board of Directors, amend these Bylaws or take any action which is otherwise prohibited by the Certificate of Incorporation. Unless a resolution of the Board of Directors expressly provides and subject to the provisions of the Certificate of Incorporation, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock of the Corporation. All committees of the Board of Directors shall report their proceedings to the Board of Directors when required.

(i) Action Without A Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board of Directors or any committee thereof consent thereto in writing.

(j) Compensation. The Board of Directors shall have the authority to fix the compensation of directors for their services. A director may also serve the Corporation in other capacities and receive compensation therefor.

(k) Telephonic Meeting. Unless otherwise restricted by the Certificate of Incorporation, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting by means of conference telephone or similar communications equipment in which all persons participating in the meeting can hear each other. Participation in such telephonic meeting shall constitute the presence in person at such meeting.

4. Officers

(a) General. The officers of the Corporation shall include one or more Chief Executive Officers, including Co-Chief Executive Officers, a President, a Secretary and a Treasurer and one or more subordinate officers, all of whom shall be elected by the Board of Directors and who shall hold office until their successors are elected and qualify or until their earlier resignation or removal. In addition, the Board of Directors shall elect a Chairman of the

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Board of Directors and may elect one or more Vice Presidents and one or more Assistant Treasurers and one or more Assistant Secretaries, who shall hold their office for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors. The initial officers shall be elected at the first meeting of the Board of Directors and, thereafter, at the annual organizational meeting of the Board of Directors held after each annual meeting of the stockholders. Any number of offices may be held by the same person.

(b) Other Officers and Agents. The Board of Directors may appoint such other officers and agents as it deems advisable, who shall hold their office for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

(c) Chairman. The Chairman of the Board of Directors shall be a member of the Board and shall preside at all meetings of the Board of Directors and of the stockholders. In addition, the Chairman of the Board of Directors shall have such powers and perform such other duties as from time to time may be assigned to him or her by the Board of Directors or as may be specified herein.

(d) Chief Executive Officers. Subject to the supervision and control of the Board of Directors , a Chief Executive Officer, including any Co-Chief Executive Officer, shall have power over the general management and supervision of the Corporation and shall perform such other duties as may be prescribed from time to time by the Board of Directors or these Bylaws.

(e) President. Subject to the supervision and control of the Board of Directors and any Chief Executive Officer (including any Co-Chief Executive Officer), the President shall have such duties as customarily pertain to that office.

(f) Vice Presidents. Each Vice President, if any are elected, of whom one or more may be designated a Senior Vice President or an Executive Vice President, shall have such powers and shall perform such duties as shall be assigned to him or her by any Chief Executive Officer (including any Co-Chief Executive Officer), the President, the Chief Operating Officer or the Board of Directors.

(g) Treasurer. The Treasurer shall have custody of the corporate funds, securities, evidences of indebtedness and other valuables of the Corporation and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation. He or she shall deposit all moneys and other valuables in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation, taking proper vouchers therefor. He or she shall render to any Chief Executive Officer (including any Co-Chief Executive Officer), President, Chief Operating Officer and Board of Directors, upon their request, a report of the financial condition of the Corporation. If required by the Board of Directors, he or she shall give the Corporation a bond for the faithful discharge of his or her duties in such amount and with such surety as the Board of Directors shall prescribe. The Treasurer shall have such further powers and perform such other duties incident to the office of Treasurer as from time to time are assigned to him or her by the Board of Directors.

(h) Secretary. The Secretary shall be the Chief Administrative Officer of the Corporation and shall: (i) cause minutes of all meetings of the stockholders and directors to be recorded and kept; (ii) cause all notices required by these Bylaws or otherwise to be given

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properly; (iii) see that the minute books, stock books, and other nonfinancial books, records and papers of the Corporation are kept properly; and (iv) cause all reports, statements, returns, certificates and other documents to be prepared and filed when and as required. The Secretary shall have such further powers and perform such other duties as prescribed from time to time by the Board of Directors.

(i) Assistant Treasurers and Assistant Secretaries. Each Assistant Treasurer and each Assistant Secretary, if any are elected, shall be vested with all the powers and shall perform all the duties of the Treasurer and Secretary, respectively, in the absence or disability of such officer, unless or until the Board of Directors shall otherwise determine. In addition, Assistant Treasurers and Assistant Secretaries shall have such powers and shall perform such duties as shall be assigned to them by the Board of Directors.

(j) Corporate Funds and Checks. The funds of the Corporation shall be kept in such depositories as shall from time to time be prescribed by the Board of Directors. All checks or other orders for the payment of money shall be signed by such persons or agents as may from time to time be authorized by the Board of Directors and with such countersignature, if any, as may be required by the Board of Directors.

(k) Delegation of Duties. In the absence, disability or refusal of any officer to exercise and perform his or her duties, the Board of Directors may delegate to another officer such powers or duties.

(l) Resignation and Removal. Any officer of the Corporation may be removed from office with or without cause at any time by the Board of Directors. Any officer may resign at any time in the same manner prescribed under section 3(c) of Article 3 of these Bylaws.

(m) Vacancies. The Board of Directors shall have power to fill vacancies occurring in any office.

5. Stock

(a) Certificates of Stock. Except as otherwise provided in these Bylaws, this section 5 shall not be interpreted to limit the authority of the Board of Directors to issue some or all of the shares of any or all of its classes or series of stock without certificates. Upon request, each holder of stock in the Corporation shall be entitled to have a certificate signed by, or in the name of the Corporation by, the Chairman of the Board of Directors, the President or Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, certifying the number and class of shares of stock in the Corporation owned by him or her. Any or all of the signatures on the certificate may be a facsimile. The Board of Directors shall have the power to appoint one or more transfer agents and/or registrars for the transfer or registration of certificates of stock of any class, and may require stock certificates to be countersigned or registered by one or more of such transfer agents and/or registrars.

(b) Transfer of Shares. Subject to any agreement among all stockholders of the Corporation and any restrictions on transfer set forth in the Certificate of Incorporation, shares of stock of the Corporation shall be transferable upon its books by the holders thereof, in person or by their duly authorized attorneys or legal representatives, upon surrender to the Corporation by delivery thereof to the person in charge of the stock and transfer books and ledgers. Such certificates shall be cancelled and new certificates shall thereupon be issued. A record shall be made of each transfer. Whenever any transfer of shares shall be made for collateral security,

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and not absolutely, it shall be so expressed in the entry of the transfer if, when the certificates are presented, both the transferor and transferee request the Corporation to do so. Subject to the restrictions on transfer set forth in the Certificate of Incorporation, the Board of Directors shall have power and authority to make such rules and regulations as it may deem necessary or proper concerning the issue, transfer and registration of certificates for shares of stock of the Corporation.

(c) Lost Certificates. A new certificate of stock may be issued in the place of any certificate previously issued by the Corporation, alleged to have been lost, stolen, destroyed or mutilated, and the Board of Directors may, in their discretion, require the owner of such lost, stolen, destroyed or mutilated certificate, or his or her legal representative, to give the Corporation a bond, in such sum as the Board of Directors may direct, not exceeding double the value of the stock, in order to indemnify the Corporation against any claims that may be made against it in connection therewith.

(d) Stockholders of Record. The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof, and shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by law.

(e) Stockholders Record Date. The Board of Directors may fix in advance a date, which shall not be more than sixty days nor less than ten days preceding the date of any meeting of stockholders, nor more than sixty days preceding the date for payment of any dividend or distribution, or the date for the allotment of rights, or the date when any change, or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining a consent, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend or distribution, or to receive any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, or to give such consent, and in such case such stockholders and only such stockholders as shall be stockholders of record on the date so fixed, shall be entitled to such notice of, and to vote at, any such meeting and any adjournment thereof, or to receive payment of such dividend or distribution, or to receive such allotment of rights, or to exercise such rights, or to give such consent, as the case may be, notwithstanding any transfer of any stock on the books of the corporation after any such record date fixed as aforesaid. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting, provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

(f) Dividends. Subject to the provisions of the Certificate of Incorporation, the Board of Directors may at any regular or special meeting, out of funds legally available therefor, declare dividends upon the stock of the Corporation. Before the declaration of any dividend, the Board of Directors may set apart, out of any funds of the Corporation available for dividends, such sum or sums as from time to time in their discretion may be deemed proper for working capital or as a reserve fund to meet contingencies or for such other purposes as shall be deemed conducive to the interests of the Corporation.

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6. Notice and Waiver of Notice

(a) Notice. Whenever any written notice is required to be given by law, the Certificate of Incorporation or these Bylaws, such notice, if mailed, shall be deemed to be given when deposited in the United States mail, postage prepaid, addressed to the person entitled to such notice at his or her address as it appears on the books and records of the Corporation. Such notice may also be sent by telegram or facsimile.

(b) Waiver of Notice. Whenever notice is required to be given by law, the Certificate of Incorporation or these Bylaws, a written waiver thereof signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the stockholders, directors, or members of a committee of the Board of Directors need be specified in any written waiver of notice.

7. Amendment of Bylaws

(a) Subject to the restrictions set forth in the Certificate of Incorporation, these Bylaws may be altered, amended, or repealed or new Bylaws may be adopted by the affirmative vote of a majority of the directors comprising a full Board of Directors at any regular meeting of the Board of Directors without prior notice, or at any special meeting of the Board of Directors if notice of such alteration, amendment, or repeal be contained in the notice of such special meeting. If any Bylaw regulating an impending election of directors is adopted, amended or repealed by the Board of Directors, there shall be set forth in the notice of the next meeting of shareholders for the election of directors the Bylaw(s) so adopted, amended, or repealed, together with a precise statement of the changes made.

8. Indemnification

(a) Third Party Actions. The Corporation shall indemnify any present or former director or officer of the Corporation, and may indemnify any other person, who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit, or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

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(b) Actions by or in the Right of the Corporation. The Corporation shall indemnify any director or officer, and may indemnify any other person, who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the Court of Chancery or such other court shall deem proper.

(c) Mandatory Indemnification. To the extent that a present or former director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in sections 8(a) or 8(b) of this Article 8, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith. With the intent that the Corporation shall be the primary source of for any advancement or indemnification obligation hereunder, the Corporation shall have no right to seek contribution or other reimbursement from any other party (other than pursuant to insurance policies procured by the Corporation and indemnity arrangements entered into in writing with the Corporation) with an obligation (under contract, law or otherwise) to indemnify a director of the Corporation.

(d) Determination of Conduct. Any indemnification under sections 8(a) or 8(b) of this Article 8 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee, or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in sections 8(a) or 8(b) of this Article 8. Such determination shall be made (a) by a majority vote of directors who were not parties to such action, suit or proceeding, even though less than a quorum, or (b) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (c) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (d) by the stockholders.

(e) Payment of Expenses in Advance. In addition to the rights of indemnification conferred by this Article 8, each present or former director or officer of the Corporation shall, to the fullest extent not prohibited by law, be entitled to the advancement of his or her expenses (including attorneys’ fees) incurred in defending a civil or criminal action, suit, or proceeding upon receipt of an undertaking by or on behalf of the such present or former director or officer, to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Article 8. Such expenses (including attorneys’ fees) incurred by employees and agents of the Corporation may be so advanced upon such terms and conditions, if any, as the Corporation deems appropriate.

(f) Indemnity Not Exclusive. The indemnification and advancement of expenses provided or granted hereunder shall not be deemed exclusive of any other rights to which those

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seeking indemnification or advancement of expenses may be entitled under the Certificate of Incorporation, any other bylaw, agreement, vote of stockholders, or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office.

(g) Amendment or Repeal. Any amendment or repeal of the provisions of this Article 8 shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification. The rights provided hereunder shall inure to the benefit of any indemnified person’s heirs, executors and administrators.

(h) Definitions. For purposes of this Article 8:

(i) “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger that, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article 8 with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued;

(ii) “other enterprises” shall include employee benefit plans;

(iii) “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan;

(iv) “serving at the request of the corporation” shall include any service as a director, officer, employee, or agent of the Corporation that imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants or beneficiaries; and

(v) a person who acted in good faith and in a manner he or she reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article 8.

(i) Continuation of Indemnity. The indemnification and advancement of expenses provided or granted hereunder shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

9. Miscellaneous

(a) Seal. The seal of the Corporation shall be circular in form and shall have the name of the Corporation on the circumference and the jurisdiction and year of incorporation in the center.

(b) Fiscal Year. The fiscal year of the Corporation shall end on December 31 of each year, or such other twelve consecutive months as the Board of Directors may designate.

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(c) Subject to Law and Certificate of Incorporation. All powers, duties and responsibilities provided for in these Bylaws, whether or not explicitly so qualified, are qualified by the Certificate of Incorporation and applicable law.

Date of Adoption: [            ], 2015

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Exhibit F

Post-Conversion Capitalization

Name of Stockholder	Units Held Prior to Redemption	Common Shares After Giving Effect to Conversion	Ownership % After Giving Effect to Conversion
Elizabeth Cutler	48 Class A-1 48 Class A-2	7,600 shares of Class A Common Stock		0.76	%
Irrevocable Trust FBO Lucia Hodges Cutler u/t/d March 20, 2011	6 Class A-1 6 Class A-2	1,200 shares of Class A Common Stock		0.12	%
Irrevocable Trust FBO Nina Plamondon Cutler u/t/d March 20, 2011	6 Class A-1 6 Class A-2	1,200 shares of Class A Common Stock		0.12	%
Julie Rice	36 Class A-1 36 Class A-2	9,200 shares of Class A Common Stock		0.92	%
Trust F/B/O Parker R. Rice under Julie J. Rice 2011 GRAT	2 Class A-1 2 Class A-2	400 shares of Class A Common Stock		0.04	%
Trust F/B/O Phoebe Rice under Julie J. Rice 2011 GRAT	2 Class A-1 2 Class A-2	400 shares of Class A Common Stock		0.04	%
Equinox Holdings, Inc.	100 Class B	970,000 shares of Class B Common Stock		97.0	%
SoulCycle Management, LLC	100 Class C	10,000 shares of Class B Common Stock		1.0	%
Total:	—	1,000,000		100	%

Exhibit G

Cutler Amended and Restated Employment Agreement

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (this “Agreement”) is entered into as of the 6^th day of April, 2015, by and between SoulCycle Holdings, LLC, a Delaware limited liability company (“SoulCycle Holdings”) on behalf of itself and its successor by conversion, SoulCycle Inc., a Delaware corporation (“SoulCycle Inc.”, which, together with SoulCycle Holdings, is referred to herein as the “Company”) and Elizabeth P. Cutler (“Employee”).

WHEREAS, Employee has been employed by SoulCycle Holdings as Co-CEO pursuant to the terms of an employment agreement dated May 23, 2011 (the “Prior Employment Agreement”);

WHEREAS, the Prior Employment Agreement was executed as part of a transaction in which Equinox Holdings, Inc. (“EHI”) effectively purchased 75% of the membership interests of SoulCycle Holdings from Employee, Julie Rice (co-founder of the SoulCycle business) and their respective Grantor Retained Annuity Trusts, and entered into the Second Amended and Restated Limited Liability Company Agreement of SoulCycle Holdings LLC providing for the ownership and governance of SoulCycle Holdings, which was subsequently amended and restated into its current form as the Third Amended and Restated Limited Liability Company Agreement;

WHEREAS, SoulCycle Holdings intends to convert from a limited liability company into SoulCycle Inc., a Delaware corporation (the “Conversion”);

WHEREAS, prior to the Conversion, the membership units of SoulCycle Holdings held by the Employee and the Employee Trusts shall be redeemed by SoulCycle Holdings (the “Redemption”) pursuant to that certain Redemption Agreement, of even date herewith, by and among SoulCycle Holdings, EHI, Employee, the Employee Trusts, Julie J. Rice, and the Rice Trusts (the “Redemption Agreement”); and

WHEREAS, in connection with the Conversion and the Redemption, the Company and the Employee desire to amend and restate the Prior Employment Agreement, effective as of, and contingent upon, the occurrence of the closing of the Redemption (such closing date, the “Effective Date” hereunder), and until the Effective Date, the Prior Employment Agreement shall continue to govern the Employee’s employment with the Company.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and promises contained herein and for other good and valuable consideration, the sufficiency of which is acknowledged, the Company and Employee hereby agree as follows, effective as of the Effective Date:

1. Continued Employment: Position and Responsibilities.

Upon the terms and subject to the conditions of this Agreement, including the closing of the Redemption, the Company hereby continues to employ Employee, and Employee hereby accepts continued employment with the Company. During the Employment Period (as defined

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below), Employee shall serve as Co-CEO of the Company until such time as the Board of Directors of the Company (the “Board”) identifies a replacement Chief Executive Officer, after which the Employee shall thereafter serve as the Co-Founder and Chief Brand and Creative Officer of the Company, or such other similar titles as may be mutually agreed to by the Employee and the Board. Employee further agrees to fully support the hiring of the Board’s choice for the replacement Chief Executive Officer. The Employee shall faithfully, diligently, and exclusively perform services on behalf of the Company to the best of her ability during the Employment Period and shall devote her full working time, attention and energies to the business of the Company, its subsidiaries and divisions; provided, however, nothing in this Agreement shall be deemed to preclude the Employee from engaging in charitable, educational, religious, civic and similar types of activities (all of which shall be deemed to benefit the Company) and serving on the board of directors of any business or organization (other than any competitors of the Company or EHI) to the extent they do not interfere with Employee’s obligations hereunder. While Co-CEO, Employee shall report to, and have such duties and responsibilities as designated by, the Board. Following the hiring of a new Chief Executive Officer, Employee will report to and have such duties and responsibilities as designated by the new Chief Executive Officer. The principal place of employment of Employee shall be at the offices of the Company in New York, New York.

2. Term.

This Agreement shall be effective as of the Effective Date and, unless Employee’s employment is terminated sooner pursuant to Section 4 below, shall continue through and including December 31, 2018 (the “Initial Term”). Effective upon the expiration of the Initial Term and of each Additional Term (as defined below), Employee’s employment hereunder shall be deemed to be automatically extended, upon the same terms and conditions as then in effect, for an additional period of one year (each an “Additional Term”), unless at least 30 days prior to the expiration of the Initial Term or Additional Term, either party shall have notified the other party hereto in writing that such extension shall not take effect. The Initial Term and each Additional Term shall be referred to as the “Employment Period”.

3. Compensation: Perquisites and Expenses.

(a) Base Salary. As compensation for the services to be performed by Employee during the Employment Period, the Company shall pay Employee a base salary (the “Base Salary”) at an annualized rate of (i) $618,000 for calendar year 2015, (ii) $636,540 for calendar year 2016, (iii) $655,636 for calendar year 2017 and (iv) $675,305 for calendar year 2018, payable in equal installments on each of the Company’s regular payroll dates for its employees. All Base Salary shall be pro-rated for any partial years based on actual number of days (counting weekends and holidays as days employed) during such year in which Employee was employed divided by 365.

(b) Incentive Bonus.

(i) Certain defined terms.

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The following capitalized terms that are used in Subsection 3(b)(ii) below, shall have the meanings given to them in this Subsection 3(b)(i):

(1) “Approved Annual Budget” for any calendar year shall mean the annual budget approved by the Board of Directors for such calendar year

(2) “Bonus Percentage” for any calendar year shall be determined as provided in Section 3(b)(ii) hereof.

(3) “Consolidated EBITDA of the Company and its Subsidiaries” for any calendar year shall mean the sum, without duplication, of:

(a) consolidated net income of the Company and its Subsidiaries for such period, which will equal the aggregate net income (or loss) of the Company and its Subsidiaries for such period on a consolidated basis determined in accordance with GAAP, but will exclude therefrom in the case of a successor to the Company by consolidation or merger or as a transferee of the Company’s and its Subsidiaries assets, any net income of the successor corporation prior to such consolidation, merger or transfer of assets; and

(b) to the extent that consolidated net income has thereby been increased or decreased as applicable in the circumstances:

(i) all income and franchise taxes of the Company and its Subsidiaries paid or accrued in accordance with GAAP for such period (but excluding all sales and use taxes and/or income taxes attributable to extraordinary or nonrecurring gains or losses or taxes attributable to sales or dispositions outside the ordinary course of business),

(ii) Consolidated Interest Expense of the Company and its Subsidiaries for such period,

(iii) consolidated non-cash charges for such period comprising Depreciation and amortization less any non-cash items increasing consolidated net income for such period,

(iv) any non-cash compensation charge arising from any grant of shares, options or other equity based awards,

(v) adjustments to GAAP rent to reflect actual rent paid in cash and included in the determination of consolidated net income during such period,

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(vi) any expenses incurred in connection with the Redemption, the Conversion, the financing contemplated by the Redemption Agreement, and any initial public offering of the Company; and

(vii) all extraordinary items as defined by GAAP incurred or charged during such period.

(4) “Consolidated Interest Expense of the Company and its Subsidiaries” means, for any calendar year, the sum, without duplication, of:

(a) the aggregate of the interest expense, net of interest income, of the Company and its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, and

(b) the interest component of capital lease obligations paid, accrued and/or scheduled to be paid or accrued by the Company and its Subsidiaries during such period as determined on a consolidated basis in accordance with GAAP; provided, that Consolidated Interest Expense for any period shall exclude non-cash amounts attributable to amortization of debt discounts.

(5) “GAAP” means generally accepted accounting principles in the United States as in effect on the date hereof, applied consistently with the manner in which they were applied by the Company and its predecessors.

(6) “Incentive Bonus” has the meaning given such term in Section 3(b)(ii) hereof.

(7) “Percentage of Target EBITDA Achieved” for any calendar year means the percentage equivalent of the ratio of:

Consolidated EBITDA of the Company and its Subsidiaries for that calendar year to

Target EBITDA for such calendar year.

(8) “Target EBITDA” for any calendar year means the EBITDA reflected in the Approved Annual Budget for such calendar year.

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(ii) Determination of Incentive Bonus Amount. Employee shall be entitled to receive, if earned, a cash incentive bonus (an “Incentive Bonus”) for each calendar year during the Employment Period commencing with the 2015 calendar year in an amount equal to the product of the Bonus Percentage for that calendar year and Employee’s Base Salary for that calendar year. The Bonus Percentage for each calendar year shall be based on the Percentage of Target EBITDA Achieved for that calendar year as follows:

If the Percentage of Target EBITDA Achieved for the calendar year	then the Bonus Percentage for that calendar year shall be:
is less than 90%,	0%.
is equal to or greater than 90% but less than 95%,	40%.
is equal to or greater than 95% but less than 96%,	60%.
is equal to or greater than 96% and less than 100%,	60% + a prorated portion of 40% equal to the ratio of (i) the excess of the Percentage of Target EBITDA Achieved over 95% to (ii) 5%.
is equal to 100%,	100%
is greater than 100%,	100% + 5% for each additional Percentage of Target EBITDA Achieved over 100%, subject to a cap of 110% of Target EBITDA (i.e., equating to a maximum possible Bonus Percentage of 150%)

(iii) The Incentive Bonus for any calendar year shall be paid promptly after audited financial statements for such calendar year are available but in any event no later than March 15^th of the following calendar year. Subject to Section 4(f) and (g), Employee must be actively employed on the date any Incentive Bonus is to be paid in order to be entitled to receive any such bonus.

(c) Benefits. During the Employment Period, Employee shall (subject to the provisions of this Agreement and the Redemption Agreement) be eligible to participate in or receive benefits under the Company’s various employee benefit plans, policies or arrangements which are made available to senior executives of the Company (and which shall be no less favorable than the benefits currently afforded to Employee), and to the extent that employee receives benefits from EHI, such benefits shall be no less favorable to Employee than those afforded to senior executives of EHI and/or any of its other subsidiaries. The Company (including the officers and administrators who have responsibility for administering the plans) retains full discretionary authority to interpret the terms of the plans, as well as full discretionary authority with regard to administrative matters arising in connection with the plans including but not limited to issues concerning benefit eligibility and entitlement. The Company reserves the

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absolute right to modify, amend or terminate benefits at any time and for any reason, other than with respect to Employee’s individual participation therein as contemplated in this Agreement or the Redemption Agreement. In the determination of eligibility or benefits, the terms of the actual plan documents shall control.

(d) Deductions. To the extent required by law, all salary, bonuses, incentive payments and other compensation paid to Employee shall be less all applicable withholding taxes and lawful deductions.

(e) Expenses. The Company shall promptly reimburse Employee for all reasonable out-of-pocket business expenses incurred by Employee in performing her duties hereunder upon the submission of evidence, reasonably satisfactory to the Company, of the incurrence and purpose of each such expense and otherwise in accordance with the Company’s business travel and expenses policies and procedures now in force or as such policies and procedures may be modified in the future. It is understood and agreed that Employee shall be entitled to fly and be reimbursed for business class airfare on all international airline travel.

(f) Vacation. During the Employment Period, Employee shall be entitled to such number of consecutive paid vacation days and the aggregate number of paid vacation days, as customary for a CEO of a company, with due regard to the successful growth and operation of the Company’s business.

4. Termination Prior to End of Employment Term

Employee’s employment under this Agreement may be terminated prior to the end of the Employment Period under the following circumstances:

(a) Termination Due to Death. Employee’s employment hereunder shall terminate upon Employee’s death.

(b) Termination Due to Disability. Employee’s employment hereunder shall terminate upon Employee becoming “Disabled.” For purposes of this Employment Agreement, “Disabled” shall mean if Employee is physically or mentally incapacitated so as to render Employee incapable of performing the essential functions of the job and such incapacity cannot be reasonably accommodated by the Company without undue hardship, and such incapacity continues for more than one hundred twenty (120) days in any twelve (12) consecutive month period, or for more than ninety (90) consecutive days. Employee’s employment termination hereunder shall be effective upon the date specified in written notice delivered by the Company to Employee pursuant to this Section 4(b).

(c) Termination by the Company for Cause. The Company may terminate immediately and without prior notice Employee’s employment hereunder at any time for Cause. For purposes of this Agreement, the term “Cause” shall mean (i) Employee committing theft or misappropriation of Company property, (ii) Employee’s conviction of, or entering a plea of guilty or nolo contendere, to a crime that constitutes a felony, or (iii) a material breach by Employee of this Agreement (other than Section 1), which, in the case of this clause (iii) only, has not been cured within thirty (30) days of Employee’s receipt of written notice from the Company specifying the nature of the breach. Notwithstanding the foregoing, any act or

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omission that Employee is permitted to take, or that is otherwise taken by Employee, in the exercise of her rights as a shareholder or member of the Board of the Company that is not otherwise prohibited by the provisions of this Agreement shall not be deemed to constitute Cause hereunder.

(d) Termination by the Company Without Cause. Employee acknowledges that her employment is “at-will”. The Company may terminate Employee’s employment hereunder at any time without Cause by providing Employee with sixty (60) days prior notice of termination.

(e) Termination by Employee. Employee may terminate her employment hereunder (i) for Good Reason (as defined below) by providing the Company with written notice of termination at least sixty (60) days prior to the effective date of such termination or (ii) without Good Reason at any time (it being understood that a termination under this Section 4(e)(ii) shall not be considered a termination for Good Reason). A termination of employment by Employee for “Good Reason” shall mean a termination by Employee of her employment with the Company upon the occurrence of any of the following events and the failure by the Company to correct the circumstances set forth in Employee’s notice of termination within twenty (20) days of such notice (provided, that the Company shall have no cure right with respect to clause (ii) below, provided, further, that the cure period shall be thirty (30) days in the case of clause (iv) below, provided, further, that there shall be no cure period in the case of clause (v) below): (i) the assignment to Employee of duties and responsibilities which are materially different from, and that result in a substantial diminution of, the duties and responsibilities that she has or is to assume on the date hereof pursuant to Section 1, (ii) a reduction in the rate of, or failure to timely pay, Employee’s Base Salary or Incentive Bonus (except for the reductions expressly provided for in this Agreement), (iii) the Company requiring Employee to be based anywhere other than New York, New York (periodic and reasonable business travel shall not be considered basing Employee elsewhere), (iv) a material breach by the Company of this Agreement, the Redemption Agreement or a material breach by the Company or EHI of any other agreements with Employee, or (v) the failure of the Company’s sole incorporator to take the action described in Section 8(d)(ii) of the Redemption Agreement within one (1) business day after the Conversion; provided, however, the resulting diminution of title, duties and responsibilities from the hiring of a replacement CEO pursuant to Section 1 shall not be deemed Good Reason for purposes of clause (i) above.

(f) Termination Other than Without Cause or for Good Reason. In the event of any termination of employment pursuant to this Section 4 other than a termination by the Company without Cause pursuant to Section 4(d) or by Employee for Good Reason pursuant to Section 4(e), Employee shall not be entitled to any additional compensation, severance, separation, termination or other payments or benefits, except (i) as may specifically be set forth in the surviving provisions of the Third Amended and Restated Limited Liability Company Agreement of SoulCycle Holdings, LLC, any agreement evidencing the Conversion and/or the Redemption, or any other agreement or instrument agreed to between EHI, on the one hand, and Employee, on the other hand (the “Separate Obligations”) and (ii) for any accrued but unpaid Base Salary or Incentive Bonus as of the termination of Employee’s employment (the “Accrued Obligations”); provided that if Employee worked a full calendar year and Employee terminates her employment without Good Reason after the end of such calendar year but prior to the

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payment of the Incentive Bonus for such calendar year, then Employee shall be entitled to receive the Incentive Bonus, if any, for such calendar year, which shall be due and payable in accordance with Section 3(b)(iii) of this Agreement.

(g) Termination Without Cause or for Good Reason. If Employee’s employment is terminated by the Company without Cause pursuant to Section 4(d) or by Employee for Good Reason pursuant to Section 4(e), Employee shall be entitled to receive, and the Company’s sole obligation to Employee thereafter under this Agreement shall be to pay or provide to Employee, the following:

(i) the Accrued Obligations;

(ii) the Separate Obligations;

(iii) if Employee worked a full calendar year and her employment is terminated by the Company without Cause or by the Employee for Good Reason after the end of such calendar year but prior to the payment of the Incentive Bonus for such calendar year, then Employee shall be entitled to receive the Incentive Bonus, if any, for such calendar year, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement;

(iv) if Employee’s employment is terminated by the Company without Cause or by the Employee for Good Reason, then Employee shall be entitled to receive a pro-rated Incentive Bonus, if any, for the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; and

(v) subject to Employee’s compliance with Section 5 hereof, payments for the duration of the Restriction Period (as defined in Section 5(c) below) in an annualized amount equal to the Employee’s Base Salary, at the rate in effect immediately prior to the termination of Employee’s employment over the duration of the Restriction Period, the “Severance Payments”). The Severance Payments shall be paid in accordance with the Company’s customary payroll practices, commencing on the first regular payroll date on or following such termination of employment and the first payment shall include the cumulative amount of any payments that would have already accrued following the termination of the Employment Period.

5. Restrictive Covenants.

(a) Confidential Information. Employee acknowledges and agrees that the Company and its Affiliates (including, without limitation, EHI) is engaged in a highly competitive business, that its competitive position depends upon its ability to maintain the confidentiality of the Confidential Information (as defined below), and that disclosing, divulging, revealing or using any of the Confidential Information in any manner other than in connection with the Company’s business or as specifically authorized by the Company, may be highly detrimental to the Company or any of its Affiliates (including, without limitation, EHI). Accordingly, from and after the date of the execution of the Prior Employment Agreement and

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for so long thereafter as the pertinent information or documentation remains confidential, Employee shall not disclose to any third party any confidential or proprietary trade secrets, lists of current, former or prospective members, customers or clients, drawings, designs, information regarding product development, marketing plans, sales plans, manufacturing plans, management organization information, operating policies or manuals, business plans, financial data and records, or other financial, commercial, business or technical information relating to the Company or any of its Affiliates (including, without limitation, EHI) or that the Company or any of its Affiliates (including, without limitation, EHI) may receive belonging to suppliers, customers or others who do business with the Company or any of its Affiliates (including, without limitation, EHI) (collectively, the “Confidential Information”). Notwithstanding the foregoing, “Confidential Information” does not include information which is or becomes generally available to the public (other than as a result of a wrongful disclosure by Employee).

(b) Return of Materials. Employee further agrees to deliver to the Company, immediately upon termination from employment or at any time the Company so requests in writing, (i) any and all documents, files, notes, memoranda, models, databases, computer files and/or other computer programs reflecting any Confidential Information whatsoever or otherwise relating to the Company’s business or that of any of its Affiliates (including, without limitation, EHI); (ii) lists of Company’s or any of its Affiliates’ (including, without limitation, EHI) clients or leads or referrals to prospective clients; and (iii) any computer equipment, home office equipment, mobile equipment (blackberries, cell phones, etc.) automobile or other business equipment belonging to Company or any of its Affiliates (including, without limitation, EHI), in each case, only to the extent then in Employee’s possession or control.

(c) Non-competition. In consideration of their sale of equity in SoulCycle Holdings pursuant to the Redemption Transaction, during the period commencing on the date hereof and ending thirty (30) months after termination of Employee’s employment with the Company for any reason (the “Restriction Period”), Employee shall not, directly or indirectly, own any interest in, operate, join (other than as a customer), control or participate as a partner, director, principal, officer, agent or spokesperson of, enter into the employment of, act as a consultant or contractor to, or perform any services, paid or unpaid, for, or solicit investments in, any entity that is engaged in any business providing any form of in-premises fitness related training or classes, other than full service health clubs and/or gyms, in any jurisdiction in which the Company or any of its Affiliates (including, without limitation, EHI) operates or in which any of the foregoing has documented plans to operate of which Employee has knowledge at the time of Employee’s termination of employment.

(d) Non-Solicitation of Members and Customers. In consideration of their sale of equity in SoulCycle Holdings pursuant to the Redemption Transaction, during the Restriction Period, Employee shall not, directly or indirectly, for her own account or the account of any other party, in any jurisdiction in which the Company or any of its Affiliates (including, without limitation, EHI) operates, has commenced or made plans to commence operations, solicit or induce any person who is a member or customer of the Company or any of its Affiliates (including, without limitation, EHI) or any prospect, sales lead or potential member or customer thereof, to alter or terminate his or her membership or customer relationship with the Company or any of its Affiliates (including, without limitation, EHI).

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(e) Non-Solicitation of Employees. In consideration of their sale of equity in SoulCycle Holdings pursuant to the Redemption Transaction, during the Restriction Period, Employee shall not, directly or indirectly, for her own account or for the account of any other person in any jurisdiction in which the Company or any of its Affiliates (including, without limitation, EHI) operates, has commenced or made plans to commence operations, (i) solicit for employment, employ or otherwise interfere with the relationship of the Company with any person who, during the six-month period prior to such solicitation, employment or interference, is or was employed by or otherwise engaged to perform services for the Company or (ii) induce any employee of the Company to engage in any activity which Employee is prohibited from engaging in under any of the paragraphs of this Section 5 or to terminate his or her employment with the Company; provided, however, this Section 5(c) shall not prohibit hiring anyone who responds to a general solicitation or advertisement, or who was terminated by the Company without Cause or who resigned with Good Reason.

(f) Non-Disparagement. In consideration of their sale of equity in SoulCycle Holdings pursuant to the Redemption Transaction, during the Restriction Period, neither Employee nor the Company or any of its Affiliates (including EHI) will, directly or indirectly, (i) engage in any conduct or make any statement, whether in commercial or noncommercial speech, disparaging or criticizing in any way the other or any of its Affiliates, or any of the products or services offered by any of them or (ii) engage in any other conduct or make any other statement, in each case, which could reasonably be expected to impair the goodwill or reputation of the other or any of its Affiliates, the reputation of the products and services of the other or any of its Affiliates or the marketing of the products and services of the other or any of its Affiliates.

(g) Breach by Company. Notwithstanding any other provisions to the contrary, in the event the Company fails to make a payment of the Severance Payments when due and fails to cure that non-payment within thirty (30) days of its receipt of written notice from Employee specifying the nature of the breach, the Restriction Period shall terminate with respect to Employee’s obligations to the Company under Section 5(c), (d), (e) or (f).

6. Injunctive Relief with Respect to Covenants.

(a) Certain Acknowledgments. Employee acknowledges and agrees that Employee will have a prominent role in the management of the Company business and the development of the goodwill, of the Company and its Affiliates (including, without limitation, EHI) and will establish and develop relations and contacts with the principal customers and suppliers of the Company and its Affiliates (including, without limitation, EHI) in the United States of America and the rest of the world, all of which constitute valuable goodwill of, and could be used by Employee to compete unfairly with, the Company and its Affiliates (including, without limitation, EHI) and that (i) in the course of her employment with the Company, Employee will obtain confidential and proprietary information and trade secrets concerning the business and operations of the Company and its Affiliates (including, without limitation, EHI) in the United States of America and the rest of the world that could be used to compete unfairly with the Company and its Affiliates (including, without limitation, EHI); (ii) the covenants and restrictions contained in Section 5 are intended to protect the legitimate interests of the Company and its Affiliates (including, without limitation, EHI) in their respective goodwill, trade secrets and other confidential and proprietary information; and (iii) Employee desires to be bound by such covenants and restrictions.

(b) Injunctive Relief. Each of the parties hereto acknowledges and agrees that a violation of any of the terms of Section 5 may cause the other irreparable injury for which adequate remedies are not available at law. Therefore, each of the parties agrees that the other shall be entitled to seek an injunction, restraining order or such other equitable relief (without the requirement to post bond) as a court of competent jurisdiction may deem necessary or appropriate to restrain the other from committing any violation of such covenants, obligations or agreements. These injunctive remedies are cumulative and in addition to any other rights and remedies the aggrieved party may have.

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7. Entire Agreement

This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof. All prior correspondence and proposals (including but not limited to summaries of proposed terms) and all prior promises, representations, understandings, practices and agreements relating to such subject matter (including but not limited to (i) those made to or with Employee by any other person, and (ii) the Prior Employment Agreement from and after the Effective Date) are superseded hereby.

8. Indemnification

The Company hereby agrees that it shall indemnify and hold harmless Employee to the fullest extent permitted by law from and against any and all liabilities, costs, claims and expenses, including all costs and expenses incurred in defense of litigation (including attorneys’ fees and costs, as they are incurred), arising out of the employment of Employee hereunder, except to the extent that any such liabilities, costs, claims and expenses are found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from arising out of or based up on the gross negligence or willful misconduct of Employee. Costs and expenses incurred by Employee in defense of such litigation (including attorneys’ fees and costs) shall be paid by Company in advance of the final disposition of such litigation upon receipt by Company of (a) a written request for payment (b) appropriate documentation evidencing the incurrence, amount and nature of the costs and expenses for which payment is being sought, and (c) an undertaking adequate under applicable law made by or on behalf of Employee to repay the amounts so paid if it shall ultimately be determined that Employee is not entitled to be indemnified by the Company under this Agreement, including but not limited to as a result of such exception. The Company and Employee will consult in good faith with respect to the conduct of any such litigation, and Employee’s counsel shall be selected with the consent of the Company (not to be unreasonably withheld, conditioned or delayed). The Company shall maintain and pay the premiums on an appropriate level and type (including without limitation, “Side A” coverage) of director’s and officer’s liability insurance, and employment practices and general liability insurance, covering Employee during the Employment Period and during the Restriction Period.

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9. Miscellaneous

(a) Binding Effect; Assignment. This Agreement shall be binding on and inure to the benefit of the Company, and its respective successors and permitted assigns. This Agreement shall also be binding on and inure to the benefit of Employee and her heirs, executors, administrators and legal representatives. This Agreement shall not be assignable by any party hereto without the prior written consent of the other parties hereto, except that the Company may effect such an assignment without prior written approval of Employee upon the transfer of all or substantially all of its business and/or assets (by whatever means).

(b) Governing Law, etc.

(i) Governing Law. This agreement shall be governed in all respects, including as to validity, interpretation and effect, by the internal laws of the State of New York without giving effect to the conflict of laws rules thereof to the extent that the application of the law of another jurisdiction would be required thereby.

(ii) Consent to Jurisdiction. Each party hereby irrevocably submits to the jurisdiction of the courts of the State of New York and the federal courts of the United States of America located in the County of New York solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby and thereby. Each party hereby waives and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation and enforcement hereof, or any such document or in respect of any such transaction, that such action, suit or proceeding may not be brought or is not maintainable in such courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts. Each party hereby consents to and grants any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agree that the mailing of process or other papers in connection with any action or proceeding in the manner provided herein in such other manner as may be permitted by law, shall be valid and sufficient service thereof.

(c) Taxes. To the extent required by law, the Company shall have the power to withhold, or require Employee to remit to the Company promptly upon notification of the amount due, an amount sufficient to satisfy the statutory minimum amount of all Federal, state, local and foreign withholding tax requirements with respect to any payment of cash, or issuance or delivery of any other property hereunder, and the Company may defer any such payment of cash or issuance or delivery of such other property until such requirements are satisfied.

(d) Amendments. No provision of this Agreement may be modified, waived or discharged unless such modification, waiver or discharge is approved by the Board or a person authorized thereby and is agreed to in writing by Employee and the Company. No waiver by any party hereto at any time of any breach by any other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No waiver of any provision of this Agreement shall be implied from any course of dealing between or among the parties hereto or from any failure by any party hereto to assert its rights hereunder on any occasion or series of occasions.

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(e) Severability. In the event that any one or more of the provisions of this Agreement shall be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby.

(f) Blue Pencil. If any court of competent jurisdiction shall at any time deem the Restriction Period too lengthy, the other provisions of Section 5 shall nevertheless stand and the Restriction Period herein shall be deemed to be the longest period permissible by law under the circumstances. The court shall reduce the time period to permissible duration or size.

(g) Notices. Any notice or other communication required or permitted to be delivered under this Agreement shall be (i) in wiring, (ii) delivered personally, by courier service or by certified or registered mail, first-class postage prepaid and return receipt requested, (iii) deemed to have been received on the date of delivery or, if so mailed, on the third business day after the mailing thereof, and (iv) addressed as follows (or to such other address as the party entitled to notice shall hereafter designate in accordance with the terms hereof):

(A) If to the Company, to it at:

c/o Equinox Holdings, Inc.

895 Broadway

New York, New York 10003

Tel: (212) 677-0180

Fax: (212) 777-9510

Attention: Harvey Spevak

With a copy to:

Equinox Holdings, Inc.

895 Broadway

New York, NY 10003

Attention: General Counsel

(B) If to Employee, to her at her residential address as currently on file with the Company, with a copy to:

Steven E. Siesser, Esq.

Lowenstein Sandler LLP

1251 Avenue of the Americas, 18^th Floor

New York, New York 10020

Tel: (212) 204.8688

Fax: (973) 597.2507

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(h) Legal Review. Each of the parties hereto hereby represents that such party has had the opportunity to review this Agreement carefully and to consult with counsel prior to the execution of this Agreement and that such party does fully understand all the terms of this Agreement.

(i) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

(j) Headings. The section and other headings contained in this Agreement are for the convenience of the parties only and are not intended to be a part hereof or to affect the meaning or interpretation hereof.

(k) Certain Definitions.

“Affiliate”: with respect to any Person, means any other Person that, directly or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with the first Person, including but not limited to a Subsidiary of the first Person, a Person of which the first Person is a Subsidiary, or another Subsidiary of a Person of which the first Person is also a Subsidiary.

“Control”: with respect to any Person, means the possession, directly or indirectly, severally or jointly, of the power to direct or cause the direction of the management policies of such Person, whether through the ownership of voting securities, by contract or credit arrangement, as trustee or executor, or otherwise.

“Employee Trusts”: means the Irrevocable Trust FBO Lucia Hodges Cutler u/t/d March 20, 2011 and the Irrevocable Trust FBO Nina Plamondon Cutler u/t/d March 20, 2011.

“Grantor Retained Annuity Trust”: with respect to the Employee, means the Elizabeth Plamondon Cutler 2011 GRAT and, with respect to Julie Rice, means the Julie J. Rice 2011 GRAT.

“Person”: any natural person, firm, partnership, limited liability company, association, corporation, company, trust, business trust, government authority or other entity.

“Rice Trusts”: means the Trust F/B/O Parker R. Rice under Julie J. Rice 2011 GRAT and Trust F/B/O Phoebe Rice under Julie J. Rice 2011 GRAT.

“Subsidiary”: with respect to any Person, each corporation or other Person in which the first Person owns or Controls, directly or indirectly, capital stock or other ownership interests representing 50% or more of the combined voting power of the outstanding voting stock or other ownership interests of such corporation or other Person.

10. 409A Compliance

All payments under this Agreement are intended to comply with or be exempt from the requirements of Section 409A of the Code and regulations promulgated thereunder (“Section 409A”). As used in this Agreement, the “Code” means the Internal Revenue Code of 1986, as

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amended. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A, such provision shall be read in such a manner so that no payment due to Employee shall be subject to an “additional tax” within the meaning of Section 409A(a)(1)(B) of the Code. If necessary to comply with the restriction in Section 409A(a)(2)(B) of the Code concerning payments to “specified employees,” any payment on account of Employee’s separation from service that would otherwise be due hereunder within six (6) months after such separation shall be delayed until the first business day of the seventh month following the date of termination and the first such payment shall include the cumulative amount of any payments that would have been paid prior to such date if not for such restriction, together with interest on such cumulative amount during the period of such restriction at a rate, per annum, equal to the applicable federal short-term rate (compounded monthly) in effect under Section 1274(d) of the Code on the date of termination. Each payment in a series of payments hereunder shall be deemed to be a separate payment for purposes of Section 409A. In no event may Employee, directly or indirectly, designate the calendar year of payment. All reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during Employee’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement is not subject to liquidation or exchange for another benefit. Notwithstanding anything contained herein to the contrary, Employee shall not be considered to have terminated employment with the Company for purposes of Section 4(g) hereof unless Employee would be considered to have incurred a “termination of employment” from the Company within the meaning of Treasury Regulation §1.409A-1(h)(1)(ii).

11. Redemption Agreement.

Notwithstanding anything in this Agreement to the contrary, this Agreement shall automatically, without further action, notice or deed, terminate upon the termination of the Redemption Agreement in accordance with its terms, and shall thereupon be null and void ab initio. During the period of time from the date hereof until the Effective Date, or if the Effective Date shall not occur, then upon such termination, the Prior Employment Agreement shall remain in full force and effect in accordance with its terms as though this Agreement never existed.

[SIGNATURES PAGE TO FOLLOW]

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IN WITNESS WHEREOF, the parties hereto knowingly and voluntarily executed this Amended and Restated Employment Agreement, on the dates set forth below:

Elizabeth P. Cutler
Date
SoulCycle Holdings, LLC, on behalf of itself and its successor by conversion, SoulCycle Inc.
By:
Name:	Larry Segall
Title:	Executive Vice President and Chief Financial Officer
Date

[Signature page to Cutler A&R Employment Agreement]

Exhibit H

Rice Amended and Restated Employment Agreement

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (this “Agreement”) is entered into as of the 6^th day of April, 2015, by and between SoulCycle Holdings, LLC, a Delaware limited liability company (“SoulCycle Holdings”) on behalf of itself and its successor by conversion, SoulCycle Inc., a Delaware corporation (“SoulCycle Inc.”, which, together with SoulCycle Holdings, is referred to herein as the “Company”) and Julie J. Rice (“Employee”).

WHEREAS, Employee has been employed by SoulCycle Holdings as Co-CEO pursuant to the terms of an employment agreement dated May 23, 2011 (the “Prior Employment Agreement”);

WHEREAS, the Prior Employment Agreement was executed as part of a transaction in which Equinox Holdings, Inc. (“EHI”) effectively purchased 75% of the membership interests of SoulCycle Holdings from Employee, Elizabeth P. Cutler (co-founder of the SoulCycle business) and their respective Grantor Retained Annuity Trusts, and entered into the Second Amended and Restated Limited Liability Company Agreement of SoulCycle Holdings LLC providing for the ownership and governance of SoulCycle Holdings, which was subsequently amended and restated into its current form as the Third Amended and Restated Limited Liability Company Agreement;

WHEREAS, SoulCycle Holdings intends to convert from a limited liability company into SoulCycle Inc., a Delaware corporation (the “Conversion”);

WHEREAS, prior to the Conversion, the membership units of SoulCycle Holdings held by the Employee and the Employee Trusts shall be redeemed by SoulCycle Holdings (the “Redemption”) pursuant to that certain Redemption Agreement, of even date herewith, by and among SoulCycle Holdings, EHI, Employee, the Employee Trusts, Elizabeth P. Cutler, and the Cutler Trusts (the “Redemption Agreement”); and

WHEREAS, in connection with the Conversion and the Redemption, the Company and the Employee desire to amend and restate the Prior Employment Agreement, effective as of, and contingent upon, the occurrence of the closing of the Redemption (such closing date, the “Effective Date” hereunder), and until the Effective Date, the Prior Employment Agreement shall continue to govern the Employee’s employment with the Company.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and promises contained herein and for other good and valuable consideration, the sufficiency of which is acknowledged, the Company and Employee hereby agree as follows, effective as of the Effective Date:

1. Continued Employment: Position and Responsibilities.

Upon the terms and subject to the conditions of this Agreement, including the closing of the Redemption, the Company hereby continues to employ Employee, and Employee hereby

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accepts continued employment with the Company. During the Employment Period (as defined below), Employee shall serve as Co-CEO of the Company until such time as the Board of Directors of the Company (the “Board”) identifies a replacement Chief Executive Officer, after which the Employee shall thereafter serve as the Co-Founder and Chief Talent and Creative Officer of the Company, or such other similar titles as may be mutually agreed to by the Employee and the Board. Employee further agrees to fully support the hiring of the Board’s choice for the replacement Chief Executive Officer. The Employee shall faithfully, diligently, and exclusively perform services on behalf of the Company to the best of her ability during the Employment Period and shall devote her full working time, attention and energies to the business of the Company, its subsidiaries and divisions; provided, however, nothing in this Agreement shall be deemed to preclude the Employee from engaging in charitable, educational, religious, civic and similar types of activities (all of which shall be deemed to benefit the Company) and serving on the board of directors of any business or organization (other than any competitors of the Company or EHI) to the extent they do not interfere with Employee’s obligations hereunder. While Co-CEO, Employee shall report to, and have such duties and responsibilities as designated by, the Board. Following the hiring of a new Chief Executive Officer, Employee will report to and have such duties and responsibilities as designated by the new Chief Executive Officer. The principal place of employment of Employee shall be at the offices of the Company in New York, New York.

2. Term.

This Agreement shall be effective as of the Effective Date and, unless Employee’s employment is terminated sooner pursuant to Section 4 below, shall continue through and including December 31, 2018 (the “Initial Term”). Effective upon the expiration of the Initial Term and of each Additional Term (as defined below), Employee’s employment hereunder shall be deemed to be automatically extended, upon the same terms and conditions as then in effect, for an additional period of one year (each an “Additional Term”), unless at least 30 days prior to the expiration of the Initial Term or Additional Term, either party shall have notified the other party hereto in writing that such extension shall not take effect. The Initial Term and each Additional Term shall be referred to as the “Employment Period”.

3. Compensation: Perquisites and Expenses.

(a) Base Salary. As compensation for the services to be performed by Employee during the Employment Period, the Company shall pay Employee a base salary (the “Base Salary”) at an annualized rate of (i) $618,000 for calendar year 2015, (ii) $636,540 for calendar year 2016, (iii) $655,636 for calendar year 2017 and (iv) $675,305 for calendar year 2018, payable in equal installments on each of the Company’s regular payroll dates for its employees. All Base Salary shall be pro-rated for any partial years based on actual number of days (counting weekends and holidays as days employed) during such year in which Employee was employed divided by 365.

(b) Incentive Bonus.

(i) Certain defined terms.

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The following capitalized terms that are used in Subsection 3(b)(ii) below, shall have the meanings given to them in this Subsection 3(b)(i):

(1) “Approved Annual Budget” for any calendar year shall mean the annual budget approved by the Board of Directors for such calendar year

(2) “Bonus Percentage” for any calendar year shall be determined as provided in Section 3(b)(ii) hereof.

(3) “Consolidated EBITDA of the Company and its Subsidiaries” for any calendar year shall mean the sum, without duplication, of:

(a) consolidated net income of the Company and its Subsidiaries for such period, which will equal the aggregate net income (or loss) of the Company and its Subsidiaries for such period on a consolidated basis determined in accordance with GAAP, but will exclude therefrom in the case of a successor to the Company by consolidation or merger or as a transferee of the Company’s and its Subsidiaries assets, any net income of the successor corporation prior to such consolidation, merger or transfer of assets; and

(b) to the extent that consolidated net income has thereby been increased or decreased as applicable in the circumstances:

(i) all income and franchise taxes of the Company and its Subsidiaries paid or accrued in accordance with GAAP for such period (but excluding all sales and use taxes and/or income taxes attributable to extraordinary or nonrecurring gains or losses or taxes attributable to sales or dispositions outside the ordinary course of business),

(ii) Consolidated Interest Expense of the Company and its Subsidiaries for such period,

(iii) consolidated non-cash charges for such period comprising Depreciation and amortization less any non-cash items increasing consolidated net income for such period,

(iv) any non-cash compensation charge arising from any grant of shares, options or other equity based awards,

(v) adjustments to GAAP rent to reflect actual rent paid in cash and included in the determination of consolidated net income during such period,

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(vi) any expenses incurred in connection with the Redemption, the Conversion, the financing contemplated by the Redemption Agreement, and any initial public offering of the Company; and

(vii) all extraordinary items as defined by GAAP incurred or charged during such period.

(4) “Consolidated Interest Expense of the Company and its Subsidiaries” means, for any calendar year, the sum, without duplication, of:

(a) the aggregate of the interest expense, net of interest income, of the Company and its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, and

(b) the interest component of capital lease obligations paid, accrued and/or scheduled to be paid or accrued by the Company and its Subsidiaries during such period as determined on a consolidated basis in accordance with GAAP; provided, that Consolidated Interest Expense for any period shall exclude non-cash amounts attributable to amortization of debt discounts.

(5) “GAAP” means generally accepted accounting principles in the United States as in effect on the date hereof, applied consistently with the manner in which they were applied by the Company and its predecessors.

(6) “Incentive Bonus” has the meaning given such term in Section 3(b)(ii) hereof.

(7) “Percentage of Target EBITDA Achieved” for any calendar year means the percentage equivalent of the ratio of:

Consolidated EBITDA of the Company and its Subsidiaries for that calendar year to

Target EBITDA for such calendar year.

(8) “Target EBITDA” for any calendar year means the EBITDA reflected in the Approved Annual Budget for such calendar year.

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(ii) Determination of Incentive Bonus Amount. Employee shall be entitled to receive, if earned, a cash incentive bonus (an “Incentive Bonus”) for each calendar year during the Employment Period commencing with the 2015 calendar year in an amount equal to the product of the Bonus Percentage for that calendar year and Employee’s Base Salary for that calendar year. The Bonus Percentage for each calendar year shall be based on the Percentage of Target EBITDA Achieved for that calendar year as follows:

If the Percentage of Target EBITDA Achieved for the calendar year	then the Bonus Percentage for that calendar year shall be:
is less than 90%,	0%.
is equal to or greater than 90% but less than 95%,	40%.
is equal to or greater than 95% but less than 96%,	60%.
is equal to or greater than 96% and less than 100%,	60% + a prorated portion of 40% equal to the ratio of (i) the excess of the Percentage of Target EBITDA Achieved over 95% to (ii) 5%.
is equal to 100%,	100%
is greater than 100%,	100% + 5% for each additional Percentage of Target EBITDA Achieved over 100%, subject to a cap of 110% of Target EBITDA (i.e., equating to a maximum possible Bonus Percentage of 150%)

(iii) The Incentive Bonus for any calendar year shall be paid promptly after audited financial statements for such calendar year are available but in any event no later than March 15^th of the following calendar year. Subject to Section 4(f) and (g), Employee must be actively employed on the date any Incentive Bonus is to be paid in order to be entitled to receive any such bonus.

(c) Benefits. During the Employment Period, Employee shall (subject to the provisions of this Agreement and the Redemption Agreement) be eligible to participate in or receive benefits under the Company’s various employee benefit plans, policies or arrangements which are made available to senior executives of the Company (and which shall be no less favorable than the benefits currently afforded to Employee), and to the extent that employee receives benefits from EHI, such benefits shall be no less favorable to Employee than those afforded to senior executives of EHI and/or any of its other subsidiaries. The Company (including the officers and administrators who have responsibility for administering the plans) retains full discretionary authority to interpret the terms of the plans, as well as full discretionary authority with regard to administrative matters arising in connection with the plans including but not limited to issues concerning benefit eligibility and entitlement. The Company reserves the

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absolute right to modify, amend or terminate benefits at any time and for any reason, other than with respect to Employee’s individual participation therein as contemplated in this Agreement or the Redemption Agreement. In the determination of eligibility or benefits, the terms of the actual plan documents shall control.

(d) Deductions. To the extent required by law, all salary, bonuses, incentive payments and other compensation paid to Employee shall be less all applicable withholding taxes and lawful deductions.

(e) Expenses. The Company shall promptly reimburse Employee for all reasonable out-of-pocket business expenses incurred by Employee in performing her duties hereunder upon the submission of evidence, reasonably satisfactory to the Company, of the incurrence and purpose of each such expense and otherwise in accordance with the Company’s business travel and expenses policies and procedures now in force or as such policies and procedures may be modified in the future. It is understood and agreed that Employee shall be entitled to fly and be reimbursed for business class airfare on all international airline travel.

(f) Vacation. During the Employment Period, Employee shall be entitled to such number of consecutive paid vacation days and the aggregate number of paid vacation days, as customary for a CEO of a company, with due regard to the successful growth and operation of the Company’s business.

4. Termination Prior to End of Employment Term

Employee’s employment under this Agreement may be terminated prior to the end of the Employment Period under the following circumstances:

(a) Termination Due to Death. Employee’s employment hereunder shall terminate upon Employee’s death.

(b) Termination Due to Disability. Employee’s employment hereunder shall terminate upon Employee becoming “Disabled.” For purposes of this Employment Agreement, “Disabled” shall mean if Employee is physically or mentally incapacitated so as to render Employee incapable of performing the essential functions of the job and such incapacity cannot be reasonably accommodated by the Company without undue hardship, and such incapacity continues for more than one hundred twenty (120) days in any twelve (12) consecutive month period, or for more than ninety (90) consecutive days. Employee’s employment termination hereunder shall be effective upon the date specified in written notice delivered by the Company to Employee pursuant to this Section 4(b).

(c) Termination by the Company for Cause. The Company may terminate immediately and without prior notice Employee’s employment hereunder at any time for Cause. For purposes of this Agreement, the term “Cause” shall mean (i) Employee committing theft or misappropriation of Company property, (ii) Employee’s conviction of, or entering a plea of guilty or nolo contendere, to a crime that constitutes a felony, or (iii) a material breach by Employee of this Agreement (other than Section 1), which, in the case of this clause (iii) only, has not been cured within thirty (30) days of Employee’s receipt of written notice from the Company specifying the nature of the breach. Notwithstanding the foregoing, any act or

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omission that Employee is permitted to take, or that is otherwise taken by Employee, in the exercise of her rights as a shareholder or member of the Board of the Company that is not otherwise prohibited by the provisions of this Agreement shall not be deemed to constitute Cause hereunder.

(d) Termination by the Company Without Cause. Employee acknowledges that her employment is “at-will”. The Company may terminate Employee’s employment hereunder at any time without Cause by providing Employee with sixty (60) days prior notice of termination.

(e) Termination by Employee. Employee may terminate her employment hereunder (i) for Good Reason (as defined below) by providing the Company with written notice of termination at least sixty (60) days prior to the effective date of such termination or (ii) without Good Reason at any time (it being understood that a termination under this Section 4(e)(ii) shall not be considered a termination for Good Reason). A termination of employment by Employee for “Good Reason” shall mean a termination by Employee of her employment with the Company upon the occurrence of any of the following events and the failure by the Company to correct the circumstances set forth in Employee’s notice of termination within twenty (20) days of such notice (provided, that the Company shall have no cure right with respect to clause (ii) below, provided, further, that the cure period shall be thirty (30) days in the case of clause (iv) below, provided, further, that there shall be no cure period in the case of clause (v) below): (i) the assignment to Employee of duties and responsibilities which are materially different from, and that result in a substantial diminution of, the duties and responsibilities that she has or is to assume on the date hereof pursuant to Section 1, (ii) a reduction in the rate of, or failure to timely pay, Employee’s Base Salary or Incentive Bonus (except for the reductions expressly provided for in this Agreement), (iii) the Company requiring Employee to be based anywhere other than New York, New York (periodic and reasonable business travel shall not be considered basing Employee elsewhere), (iv) a material breach by the Company of this Agreement, the Redemption Agreement or a material breach by the Company or EHI of any other agreements with Employee, or (v) the failure of the Company’s sole incorporator to take the action described in Section 8(d)(ii) of the Redemption Agreement within one (1) business day after the Conversion; provided, however, the resulting diminution of title, duties and responsibilities from the hiring of a replacement CEO pursuant to Section 1 shall not be deemed Good Reason for purposes of clause (i) above.

(f) Termination Other than Without Cause or for Good Reason. In the event of any termination of employment pursuant to this Section 4 other than a termination by the Company without Cause pursuant to Section 4(d) or by Employee for Good Reason pursuant to Section 4(e), Employee shall not be entitled to any additional compensation, severance, separation, termination or other payments or benefits, except (i) as may specifically be set forth in the surviving provisions of the Third Amended and Restated Limited Liability Company Agreement of SoulCycle Holdings, LLC, any agreement evidencing the Conversion and/or the Redemption, or any other agreement or instrument agreed to between EHI, on the one hand, and Employee, on the other hand (the “Separate Obligations”) and (ii) for any accrued but unpaid Base Salary or Incentive Bonus as of the termination of Employee’s employment (the “Accrued Obligations”); provided that if Employee worked a full calendar year and Employee terminates her employment without Good Reason after the end of such calendar year but prior to the

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payment of the Incentive Bonus for such calendar year, then Employee shall be entitled to receive the Incentive Bonus, if any, for such calendar year, which shall be due and payable in accordance with Section 3(b)(iii) of this Agreement.

(g) Termination Without Cause or for Good Reason. If Employee’s employment is terminated by the Company without Cause pursuant to Section 4(d) or by Employee for Good Reason pursuant to Section 4(e), Employee shall be entitled to receive, and the Company’s sole obligation to Employee thereafter under this Agreement shall be to pay or provide to Employee, the following:

(i) the Accrued Obligations;

(ii) the Separate Obligations;

(iii) if Employee worked a full calendar year and her employment is terminated by the Company without Cause or by the Employee for Good Reason after the end of such calendar year but prior to the payment of the Incentive Bonus for such calendar year, then Employee shall be entitled to receive the Incentive Bonus, if any, for such calendar year, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement;

(iv) if Employee’s employment is terminated by the Company without Cause or by the Employee for Good Reason, then Employee shall be entitled to receive a pro-rated Incentive Bonus, if any, for the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; and

(v) subject to Employee’s compliance with Section 5 hereof, payments for the duration of the Restriction Period (as defined in Section 5(c) below) in an annualized amount equal to the Employee’s Base Salary, at the rate in effect immediately prior to the termination of Employee’s employment over the duration of the Restriction Period, the “Severance Payments”). The Severance Payments shall be paid in accordance with the Company’s customary payroll practices, commencing on the first regular payroll date on or following such termination of employment and the first payment shall include the cumulative amount of any payments that would have already accrued following the termination of the Employment Period.

5. Restrictive Covenants.

(a) Confidential Information. Employee acknowledges and agrees that the Company and its Affiliates (including, without limitation, EHI) is engaged in a highly competitive business, that its competitive position depends upon its ability to maintain the confidentiality of the Confidential Information (as defined below), and that disclosing, divulging, revealing or using any of the Confidential Information in any manner other than in connection with the Company’s business or as specifically authorized by the Company, may be highly detrimental to the Company or any of its Affiliates (including, without limitation, EHI). Accordingly, from and after the date of the execution of the Prior Employment Agreement and

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for so long thereafter as the pertinent information or documentation remains confidential, Employee shall not disclose to any third party any confidential or proprietary trade secrets, lists of current, former or prospective members, customers or clients, drawings, designs, information regarding product development, marketing plans, sales plans, manufacturing plans, management organization information, operating policies or manuals, business plans, financial data and records, or other financial, commercial, business or technical information relating to the Company or any of its Affiliates (including, without limitation, EHI) or that the Company or any of its Affiliates (including, without limitation, EHI) may receive belonging to suppliers, customers or others who do business with the Company or any of its Affiliates (including, without limitation, EHI) (collectively, the “Confidential Information”). Notwithstanding the foregoing, “Confidential Information” does not include information which is or becomes generally available to the public (other than as a result of a wrongful disclosure by Employee).

(b) Return of Materials. Employee further agrees to deliver to the Company, immediately upon termination from employment or at any time the Company so requests in writing, (i) any and all documents, files, notes, memoranda, models, databases, computer files and/or other computer programs reflecting any Confidential Information whatsoever or otherwise relating to the Company’s business or that of any of its Affiliates (including, without limitation, EHI); (ii) lists of Company’s or any of its Affiliates’ (including, without limitation, EHI) clients or leads or referrals to prospective clients; and (iii) any computer equipment, home office equipment, mobile equipment (blackberries, cell phones, etc.) automobile or other business equipment belonging to Company or any of its Affiliates (including, without limitation, EHI), in each case, only to the extent then in Employee’s possession or control.

(c) Non-competition. In consideration of their sale of equity in SoulCycle Holdings pursuant to the Redemption Transaction, during the period commencing on the date hereof and ending thirty (30) months after termination of Employee’s employment with the Company for any reason (the “Restriction Period”), Employee shall not, directly or indirectly, own any interest in, operate, join (other than as a customer), control or participate as a partner, director, principal, officer, agent or spokesperson of, enter into the employment of, act as a consultant or contractor to, or perform any services, paid or unpaid, for, or solicit investments in, any entity that is engaged in any business providing any form of in-premises fitness related training or classes, other than full service health clubs and/or gyms, in any jurisdiction in which the Company or any of its Affiliates (including, without limitation, EHI) operates or in which any of the foregoing has documented plans to operate of which Employee has knowledge at the time of Employee’s termination of employment.

(d) Non-Solicitation of Members and Customers. In consideration of their sale of equity in SoulCycle Holdings pursuant to the Redemption Transaction, during the Restriction Period, Employee shall not, directly or indirectly, for her own account or the account of any other party, in any jurisdiction in which the Company or any of its Affiliates (including, without limitation, EHI) operates, has commenced or made plans to commence operations, solicit or induce any person who is a member or customer of the Company or any of its Affiliates (including, without limitation, EHI) or any prospect, sales lead or potential member or customer thereof, to alter or terminate his or her membership or customer relationship with the Company or any of its Affiliates (including, without limitation, EHI).

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(e) Non-Solicitation of Employees. In consideration of their sale of equity in SoulCycle Holdings pursuant to the Redemption Transaction, during the Restriction Period, Employee shall not, directly or indirectly, for her own account or for the account of any other person in any jurisdiction in which the Company or any of its Affiliates (including, without limitation, EHI) operates, has commenced or made plans to commence operations, (i) solicit for employment, employ or otherwise interfere with the relationship of the Company with any person who, during the six-month period prior to such solicitation, employment or interference, is or was employed by or otherwise engaged to perform services for the Company or (ii) induce any employee of the Company to engage in any activity which Employee is prohibited from engaging in under any of the paragraphs of this Section 5 or to terminate his or her employment with the Company; provided, however, this Section 5(c) shall not prohibit hiring anyone who responds to a general solicitation or advertisement, or who was terminated by the Company without Cause or who resigned with Good Reason.

(f) Non-Disparagement. In consideration of their sale of equity in SoulCycle Holdings pursuant to the Redemption Transaction, during the Restriction Period, neither Employee nor the Company or any of its Affiliates (including EHI) will, directly or indirectly, (i) engage in any conduct or make any statement, whether in commercial or noncommercial speech, disparaging or criticizing in any way the other or any of its Affiliates, or any of the products or services offered by any of them or (ii) engage in any other conduct or make any other statement, in each case, which could reasonably be expected to impair the goodwill or reputation of the other or any of its Affiliates, the reputation of the products and services of the other or any of its Affiliates or the marketing of the products and services of the other or any of its Affiliates.

(g) Breach by Company. Notwithstanding any other provisions to the contrary, in the event the Company fails to make a payment of the Severance Payments when due and fails to cure that non-payment within thirty (30) days of its receipt of written notice from Employee specifying the nature of the breach, the Restriction Period shall terminate with respect to Employee’s obligations to the Company under Section 5(c), (d), (e) or (f).

6. Injunctive Relief with Respect to Covenants.

(a) Certain Acknowledgments. Employee acknowledges and agrees that Employee will have a prominent role in the management of the Company business and the development of the goodwill, of the Company and its Affiliates (including, without limitation, EHI) and will establish and develop relations and contacts with the principal customers and suppliers of the Company and its Affiliates (including, without limitation, EHI) in the United States of America and the rest of the world, all of which constitute valuable goodwill of, and could be used by Employee to compete unfairly with, the Company and its Affiliates (including, without limitation, EHI) and that (i) in the course of her employment with the Company, Employee will obtain confidential and proprietary information and trade secrets concerning the business and operations of the Company and its Affiliates (including, without limitation, EHI) in the United States of America and the rest of the world that could be used to compete unfairly with the Company and its Affiliates (including, without limitation, EHI); (ii) the covenants and restrictions contained in Section 5 are intended to protect the legitimate interests of the Company and its Affiliates (including, without limitation, EHI) in their respective goodwill, trade secrets and other confidential and proprietary information; and (iii) Employee desires to be bound by such covenants and restrictions.

(b) Injunctive Relief. Each of the parties hereto acknowledges and agrees that a violation of any of the terms of Section 5 may cause the other irreparable injury for which adequate remedies are not available at law. Therefore, each of the parties agrees that the other shall be entitled to seek an injunction, restraining order or such other equitable relief (without the requirement to post bond) as a court of competent jurisdiction may deem necessary or appropriate to restrain the other from committing any violation of such covenants, obligations or agreements. These injunctive remedies are cumulative and in addition to any other rights and remedies the aggrieved party may have.

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7. Entire Agreement

This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof. All prior correspondence and proposals (including but not limited to summaries of proposed terms) and all prior promises, representations, understandings, practices and agreements relating to such subject matter (including but not limited to (i) those made to or with Employee by any other person, and (ii) the Prior Employment Agreement from and after the Effective Date) are superseded hereby.

8. Indemnification

The Company hereby agrees that it shall indemnify and hold harmless Employee to the fullest extent permitted by law from and against any and all liabilities, costs, claims and expenses, including all costs and expenses incurred in defense of litigation (including attorneys’ fees and costs, as they are incurred), arising out of the employment of Employee hereunder, except to the extent that any such liabilities, costs, claims and expenses are found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from arising out of or based up on the gross negligence or willful misconduct of Employee. Costs and expenses incurred by Employee in defense of such litigation (including attorneys’ fees and costs) shall be paid by Company in advance of the final disposition of such litigation upon receipt by Company of (a) a written request for payment (b) appropriate documentation evidencing the incurrence, amount and nature of the costs and expenses for which payment is being sought, and (c) an undertaking adequate under applicable law made by or on behalf of Employee to repay the amounts so paid if it shall ultimately be determined that Employee is not entitled to be indemnified by the Company under this Agreement, including but not limited to as a result of such exception. The Company and Employee will consult in good faith with respect to the conduct of any such litigation, and Employee’s counsel shall be selected with the consent of the Company (not to be unreasonably withheld, conditioned or delayed). The Company shall maintain and pay the premiums on an appropriate level and type (including without limitation, “Side A” coverage) of director’s and officer’s liability insurance, and employment practices and general liability insurance, covering Employee during the Employment Period and during the Restriction Period.

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9. Miscellaneous

(a) Binding Effect; Assignment. This Agreement shall be binding on and inure to the benefit of the Company, and its respective successors and permitted assigns. This Agreement shall also be binding on and inure to the benefit of Employee and her heirs, executors, administrators and legal representatives. This Agreement shall not be assignable by any party hereto without the prior written consent of the other parties hereto, except that the Company may effect such an assignment without prior written approval of Employee upon the transfer of all or substantially all of its business and/or assets (by whatever means).

(b) Governing Law, etc.

(i) Governing Law. This agreement shall be governed in all respects, including as to validity, interpretation and effect, by the internal laws of the State of New York without giving effect to the conflict of laws rules thereof to the extent that the application of the law of another jurisdiction would be required thereby.

(ii) Consent to Jurisdiction. Each party hereby irrevocably submits to the jurisdiction of the courts of the State of New York and the federal courts of the United States of America located in the County of New York solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby and thereby. Each party hereby waives and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation and enforcement hereof, or any such document or in respect of any such transaction, that such action, suit or proceeding may not be brought or is not maintainable in such courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts. Each party hereby consents to and grants any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agree that the mailing of process or other papers in connection with any action or proceeding in the manner provided herein in such other manner as may be permitted by law, shall be valid and sufficient service thereof.

(c) Taxes. To the extent required by law, the Company shall have the power to withhold, or require Employee to remit to the Company promptly upon notification of the amount due, an amount sufficient to satisfy the statutory minimum amount of all Federal, state, local and foreign withholding tax requirements with respect to any payment of cash, or issuance or delivery of any other property hereunder, and the Company may defer any such payment of cash or issuance or delivery of such other property until such requirements are satisfied.

(d) Amendments. No provision of this Agreement may be modified, waived or discharged unless such modification, waiver or discharge is approved by the Board or a person authorized thereby and is agreed to in writing by Employee and the Company. No waiver by any party hereto at any time of any breach by any other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No waiver of any provision of this Agreement shall be implied from any course of dealing between or among the parties hereto or from any failure by any party hereto to assert its rights hereunder on any occasion or series of occasions.

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(e) Severability. In the event that any one or more of the provisions of this Agreement shall be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby.

(f) Blue Pencil. If any court of competent jurisdiction shall at any time deem the Restriction Period too lengthy, the other provisions of Section 5 shall nevertheless stand and the Restriction Period herein shall be deemed to be the longest period permissible by law under the circumstances. The court shall reduce the time period to permissible duration or size.

(g) Notices. Any notice or other communication required or permitted to be delivered under this Agreement shall be (i) in wiring, (ii) delivered personally, by courier service or by certified or registered mail, first-class postage prepaid and return receipt requested, (iii) deemed to have been received on the date of delivery or, if so mailed, on the third business day after the mailing thereof, and (iv) addressed as follows (or to such other address as the party entitled to notice shall hereafter designate in accordance with the terms hereof):

(A) If to the Company, to it at:

c/o Equinox Holdings, Inc.

895 Broadway

New York, New York 10003

Tel: (212) 677-0180

Fax: (212) 777-9510

Attention: Harvey Spevak

With a copy to:

Equinox Holdings, Inc.

895 Broadway

New York, NY 10003

Attention: General Counsel

(B) If to Employee, to her at her residential address as currently on file with the Company, with a copy to:

Steven E. Siesser, Esq.

Lowenstein Sandler LLP

1251 Avenue of the Americas, 18^th Floor

New York, New York 10020

Tel: (212) 204.8688

Fax: (973) 597.2507

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(h) Legal Review. Each of the parties hereto hereby represents that such party has had the opportunity to review this Agreement carefully and to consult with counsel prior to the execution of this Agreement and that such party does fully understand all the terms of this Agreement.

(i) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

(j) Headings. The section and other headings contained in this Agreement are for the convenience of the parties only and are not intended to be a part hereof or to affect the meaning or interpretation hereof.

(k) Certain Definitions.

“Affiliate”: with respect to any Person, means any other Person that, directly or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with the first Person, including but not limited to a Subsidiary of the first Person, a Person of which the first Person is a Subsidiary, or another Subsidiary of a Person of which the first Person is also a Subsidiary.

“Control”: with respect to any Person, means the possession, directly or indirectly, severally or jointly, of the power to direct or cause the direction of the management policies of such Person, whether through the ownership of voting securities, by contract or credit arrangement, as trustee or executor, or otherwise.

“Cutler Trusts”: means the Irrevocable Trust FBO Lucia Hodges Cutler u/t/d March 20, 2011 and the Irrevocable Trust FBO Nina Plamondon Cutler u/t/d March 20, 2011.

“Employee Trusts”: means the Trust F/B/O Parker R. Rice under Julie J. Rice 2011 GRAT and Trust F/B/O Phoebe Rice under Julie J. Rice 2011 GRAT.

“Grantor Retained Annuity Trust”: with respect to the Employee, means the Julie J. Rice 2011 GRAT, and with respect to Elizabeth P. Cutler, mean the Elizabeth Plamondon Cutler 2011 GRAT.

“Person”: any natural person, firm, partnership, limited liability company, association, corporation, company, trust, business trust, government authority or other entity.

“Subsidiary”: with respect to any Person, each corporation or other Person in which the first Person owns or Controls, directly or indirectly, capital stock or other ownership interests representing 50% or more of the combined voting power of the outstanding voting stock or other ownership interests of such corporation or other Person.

10. 409A Compliance

All payments under this Agreement are intended to comply with or be exempt from the requirements of Section 409A of the Code and regulations promulgated thereunder (“Section 409A”). As used in this Agreement, the “Code” means the Internal Revenue Code of 1986, as

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amended. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A, such provision shall be read in such a manner so that no payment due to Employee shall be subject to an “additional tax” within the meaning of Section 409A(a)(1)(B) of the Code. If necessary to comply with the restriction in Section 409A(a)(2)(B) of the Code concerning payments to “specified employees,” any payment on account of Employee’s separation from service that would otherwise be due hereunder within six (6) months after such separation shall be delayed until the first business day of the seventh month following the date of termination and the first such payment shall include the cumulative amount of any payments that would have been paid prior to such date if not for such restriction, together with interest on such cumulative amount during the period of such restriction at a rate, per annum, equal to the applicable federal short-term rate (compounded monthly) in effect under Section 1274(d) of the Code on the date of termination. Each payment in a series of payments hereunder shall be deemed to be a separate payment for purposes of Section 409A. In no event may Employee, directly or indirectly, designate the calendar year of payment. All reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during Employee’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement is not subject to liquidation or exchange for another benefit. Notwithstanding anything contained herein to the contrary, Employee shall not be considered to have terminated employment with the Company for purposes of Section 4(g) hereof unless Employee would be considered to have incurred a “termination of employment” from the Company within the meaning of Treasury Regulation §1.409A-1(h)(1)(ii).

11. Redemption Agreement.

Notwithstanding anything in this Agreement to the contrary, this Agreement shall automatically, without further action, notice or deed, terminate upon the termination of the Redemption Agreement in accordance with its terms, and shall thereupon be null and void ab initio. During the period of time from the date hereof until the Effective Date, or if the Effective Date shall not occur, then upon such termination, the Prior Employment Agreement shall remain in full force and effect in accordance with its terms as though this Agreement never existed.

[SIGNATURES PAGE TO FOLLOW]

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IN WITNESS WHEREOF, the parties hereto knowingly and voluntarily executed this Amended and Restated Employment Agreement, on the dates set forth below:

Julie J. Rice
Date
SoulCycle Holdings, LLC, on behalf of itself and its successor by conversion, SoulCycle Inc.
By:
Name:	Larry Segall
Title:	Executive Vice President and Chief Financial Officer
Date

[Signature Page to Rice A&R Employment Agreement]

Exhibit I

Cutler 1.0 % Option Agreement

Cutler 1% option

Option Agreement, dated as of April 6, 2015, by and between SoulCycle Holdings, LLC, a Delaware limited liability company, and Elizabeth Cutler, an individual.

Preliminary statement

Certain capitalized terms used herein have the meanings indicated in section 1 hereof.

The Company has entered into the Redemption Agreement pursuant to which it will redeem Class A-1 Units and Class A-2 Units of the Company from members of the Founders Group, following which it will convert to a Delaware corporation to be called SoulCycle Inc. pursuant to section 265 of the Delaware General Corporation Law.

The Company desires to grant to the Grantee options to purchase shares of Common Stock, and the Grantee desires to have granted to her options to purchase shares of Common Stock, on the terms and subject to the conditions set forth herein.

The Company’s obligations under this agreement will be become obligations of SoulCycle Inc. upon the Conversion and thereafter all references to the Company and to shares of Common Stock herein shall be deemed to be references to SoulCycle Inc. and shares of Common Stock of SoulCycle Inc., respectively.

Accordingly, the parties hereto agree as follows.

Agreement

1. Certain Definitions. The following terms, when used herein, have the following meanings.

(a) “Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls or is controlled by or under common control with such Person. For the purposes of this definition, “control,” when used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person or the power to elect directors or managers, whether through the ownership of voting securities, by contract or otherwise; and the terms “affiliated,” “controlling” and “controlled” have meanings correlative to the foregoing.

(b) “Board” means the board of directors of the Company.

(c) “Business Day” means any day on which national banks are open for business in the City of New York, New York.

(d) “Cause” shall have the meaning set forth in the Employment Agreement (inclusive of any applicable notice and cure rights).

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(e) “Committee” means:

(i) if the Board has established a committee of the Board to administer this agreement, then such committee, provided that the term “Committee” means (A) the Board when acting at any time in lieu of the Committee and (B) with respect to any decision involving this agreement intended to satisfy the requirements of Code section 162(m), a committee consisting of two or more directors of the Company who are “outside directors” within the meaning of Code section 162(m).

(ii) if the Board has not established a committee of the Board to administer this agreement, then the Board.

(f) “Common Stock” means:

(i) prior to a Public Offering, the Class A common stock, par value $0.01 per share, of the Company, and

(ii) thereafter, the common stock of the Company as then constituted.

(g) “Company” means:

(i) from the date hereof until the effective date of the Conversion, SoulCycle Holdings, LLC, a Delaware limited liability company, and

(ii) thereafter, SoulCycle Inc.

(h) “Conversion” means the conversion of SoulCycle Holdings, LLC into SoulCycle Inc., which conversion will become effective on the date on which SoulCycle Holdings LLC files a certificate of conversion with the office of the Secretary of State of the State of Delaware immediately following the closing under the Redemption Agreement.

(i) “Disabled” shall have the meaning set forth in the Employment Agreement.

(j) “Employment Agreement” means the Amended and Restated Employment Agreement, of even date herewith, by and between the Company and the Grantee.

(k) “Equinox” means Equinox Holdings, Inc., a Delaware corporation.

(l) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(m) “Exercise Date” has the meaning given such term in section 6(a) hereof.

(n) “Exercise Price” has the meaning given such term in section 6(b) hereof.

(o) “Exercise Shares” has the meaning given such term in section 6(a) hereof.

(p) “Fair Market Value” of a share of Common Stock as of any date shall mean the fair market value of a share of Common Stock, which shall be determined based upon a third party appraisal by a reputable firm having no material relationship with either the Grantee, on the one hand, or the Company and/or any of its Affiliates, on the other hand, of the fair market value of the Company (based on

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the value of its outstanding Common Stock), which third party appraisal shall not be required to be conducted more than once per calendar year; provided that, in the event that the Fair Market Value is to be determined following a Public Offering, Fair Market Value shall mean the average of the high and low trading price of a share of Common Stock on the applicable date; and provided further that, in all instances, a determination of Fair Market Value shall be made in compliance with Section 409A of the Code and without any discount for minority interest or lack of marketability. This definition of “Fair Market Value” shall not apply for purposes of making valuations of shares of Common Stock for any purposes independent of, or unrelated to administration of, this agreement.

(q) “Founders Group” means Elizabeth P. Cutler, an individual; the Irrevocable Trust FBO Lucia Hodges Cutler u/t/d March 20, 2011; the Irrevocable Trust FBO Nina Plamondon Cutler u/t/d March 20, 2011; Julie J. Rice, an individual; the Trust F/B/O Parker R. Rice under Julie J. Rice 2011 GRAT and the Trust F/B/O Phoebe Rice under Julie J. Rice 2011 GRAT.

(r) “Good Reason” shall have the meaning set forth in the Employment Agreement (inclusive of any applicable notice and cure rights).

(s) “Grant Date” means the effective date of the Conversion.

(t) “Grantee” means Elizabeth Cutler, an individual.

(u) “Option Price” means the exercise price per share of Common Stock of the shares of Common Stock issuable on exercise of options evidenced hereby, as initially established in section 2(b) hereof and as such amount may be adjusted from time as provided in section 9 hereof.

(v) “Person” means any natural person, association, trust, business trust, cooperative, corporation, general partnership, joint venture, joint-stock company, limited partnership, limited liability company, real estate investment trust, regulatory body, governmental agency or instrumentality, unincorporated organization or other type of entity.

(w) “Public Offering” means any primary or secondary public offering of any securities of the Company pursuant to an effective registration statement under the Securities Act, other than pursuant to a registration statement on Form S-4 or Form S-8 or any successor or similar form, that results in the listing of a class of equity securities of the Company on the New York Stock Exchange or other national exchange or quotation system in the United States.

(x) “Redemption Agreement” means the redemption agreement of even date herewith by and among the Company, each of the members of the Founders Group and Equinox.

(y) “Sale Transaction” means any of the following, in a single transaction or a series of transactions:

(i) a sale, lease, license, transfer or other disposition of all or substantially all of the assets of the Company;

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(ii) the sale, issuance or transfer, or the acquisition of “beneficial ownership” (as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) by any person or “group” (as that term is defined in Rule 13d-5 of the Securities Exchange Act of 1934, as amended), of more than 50% of the voting power of the Company;

(iii) any merger, consolidation or similar business combination transaction following which less than a majority of the voting power of the entity resulting from such merger, consolidation or other transactions is owned by Persons who were holders of capital stock of the Company immediately prior to the effective date of such merger, consolidation or other transaction; and

(iv) the adoption of a plan for the liquidation, dissolution or winding-up of the affairs of the Company.

(z) “Securities Act” means the Securities Act of 1933, as amended.

(aa) “SoulCycle Inc.” means SoulCycle Inc., a Delaware corporation into which SoulCycle LLC will be converted on the effective date of the Conversion.

(bb) “Stated Expiration Date” means the date that is the tenth anniversary of the Grant Date.

(cc) “Withholding Taxes” means the aggregate minimum amount of federal, state, local and foreign income, payroll and other taxes that the Company and any Affiliates are required to withhold in connection with the exercise of all or any portion of the options evidenced by this agreement.

2. Grant of options.

(a) Confirmation of Grant.

(i) The Company hereby evidences and confirms its grant to the Grantee, effective as of the Grant Date, of options to purchase 11,111 shares of Common Stock.

(ii) The options evidenced hereby are intended to be non-incentive stock options.

(b) Option Price. The Option Price of the options evidenced hereby is $710 per share of Common Stock, which is equal to the Fair Market Value of a share of Common Stock on the Grant Date.

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3. Vesting and exercisability.

(a) Vesting. The options evidenced hereby shall, subject to section 4(c) hereof, vest and become exercisable to the extent of 1/36th of the number of shares of Common Stock issuable on exercise of the options evidenced hereby (adjusted for split, combinations, subdivisions and other similar changes in the Common Stock) on each of the 36 monthly anniversaries of the Grant Date next following the Grant Date, provided that, in the case of each such vesting date, either:

(i) the Grantee has been continuously employed by the Company from the Grant Date through such vesting date, or

(ii) if the employment of the Grantee with the Company has been terminated, it was terminated by the Company without Cause or by the Grantee for Good Reason.

(b) Acceleration of vesting. Notwithstanding section 3(a) hereof:

(i) the options evidenced hereby shall, unless earlier terminated, become fully vested and exercisable upon the occurrence of a Sale Transaction and shall thereafter expire on the Stated Expiration Date unless exercised in full earlier than the Stated Expiration Date; provided, however, that, if the Committee so determines and so notifies the Grantee in writing no less than 15 Business Days prior to the consummation of the Sale Transaction, the options evidenced hereby shall become exercisable in full during the three Business-Day period up to and including the date of the closing of the Sale Transaction and shall terminate immediately after the consummation of the Sale Transaction, provided, further that any such exercise may be conditioned by the Grantee upon consummation of such Sale Transaction; and

(ii) the Committee, in its sole discretion, may in any event accelerate the vesting of all or any portion of the options evidenced hereby at any time and from time to time.

4. Termination of options.

(a) Stated Expiration Date. Subject to section 4(c) hereof, the options evidenced hereby shall have a term of 10 years, beginning on the Grant Date and ending on the Stated Expiration Date, on which date they shall expire and be cancelled, in accordance with the terms hereof.

(b) Effect of termination of Grantee by the Company without Cause; voluntary termination by the Grantee with Good Reason. If the Grantee’s employment with the Company is terminated by the Company without Cause, or is terminated by the Grantee for Good Reason, all options evidenced hereby shall continue to vest and become exercisable as provided in section 3(a) and 3(b) hereof and shall expire on the Stated Expiration Date unless exercised in full earlier than the Stated Expiration Date.

(c) Voluntary termination by the Grantee without Good Reason; Termination for Cause; Termination due to death or the Grantee’s becoming Disabled.

(i) If the Grantee voluntarily terminates her employment with the Company without Good Reason or her employment with the Company terminates by reason of her death or her becoming Disabled, all options evidenced hereby to the extent not then vested shall automatically terminate and be canceled immediately upon such termination of employment.

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(ii) Following the Grantee’s voluntary termination of her employment without Good Reason, her death or her becoming Disabled, or termination of her employment for Cause, the Grantee or her estate or personal representative shall have the right to exercise any options evidenced hereby to the extent vested as of the date of such termination of employment but only until the first to occur of:

(A) the 90th day after the effective date of the Grantee’s termination of employment or, in the case of a termination for death or the Grantee’s becoming Disabled, the date 12 months from such effective date, and

(B) the Stated Expiration Date,

in which event all of the Grantee’s vested options shall expire on the applicable expiration date specified in clause (1) or (2) immediately above.

(d) Termination of a Grantee by the Company for Cause. Notwithstanding anything else contained in this agreement, if the Grantee’s employment with the Company is terminated by the Company for Cause, all unvested options evidenced hereby shall automatically terminate and be canceled immediately upon such termination of employment.

5. Restrictions on exercise; non-transferability of options.

(a) Restrictions on exercise. Once vested in accordance with the provisions of this agreement, the options evidenced hereby may be exercised only with respect to full shares of Common Stock. No fractional shares of Common Stock shall be issued. Notwithstanding any other provision of this agreement, the options evidenced hereby may not be exercised in whole or in part unless:

(i) all requisite approvals and consents of any governmental authority of any kind having jurisdiction over the exercise of the options evidenced hereby or the delivery of the Exercise Shares shall have been secured; provided that the Company shall use its commercially reasonable efforts to obtain any such approvals or consents,

(ii) the purchase of the shares of Common Stock upon the exercise of the options evidenced hereby shall be exempt from registration under applicable U.S. federal and state securities laws, or the purchase of the shares of Common Stock shall have been registered under such laws, and

(iii) all applicable U.S. federal, state and local tax withholding requirements shall have been satisfied.

(b) Non-transferability of options. The options evidenced hereby may be exercised only by the Grantee or, following her death or the Grantee’s becoming

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Disabled, by the Grantee’s estate or personal representative. The options evidenced hereby are not assignable or transferable, in whole or in part, and they may not, directly or indirectly, be offered, sold, transferred, pledged, assigned, or otherwise alienated or hypothecated or otherwise disposed of or encumbered (including without limitation by gift, operation of law or otherwise) other than by will or by the laws of descent and distribution to the estate of the Grantee upon the Grantee’s death.

(c) Grantee’s responsibility for taxes; withholding.

(i) The Grantee is solely responsible and liable for the satisfaction of all taxes and penalties that may arise in connection with the exercise of options evidenced hereby (including any taxes and penalties arising under section 409A of the Code), and neither the Company, nor any Affiliate, nor any of their employees, directors, or agents shall have any obligation to mitigate, indemnify, or to otherwise hold the Grantee harmless from any or all of such taxes.

(ii) Whenever shares of Common Stock are to be issued upon exercise of the options evidenced hereby, the Grantee shall remit to the Company an amount in cash sufficient to satisfy all applicable U.S. federal, state and local tax withholding requirements as a condition to the issuance of such shares of Common Stock. The Company shall, if requested by the Grantee, withhold shares of Common Stock valued for this purpose at their Fair Market Value as of the date of exercise to satisfy the minimum applicable withholding requirements, subject to any rules adopted by the Committee regarding compliance with applicable law, including, but not limited to, section 16(b) of the Exchange Act.

6. Manner of exercise.

(a) Options evidenced hereby may to the extent vested be exercised, in whole or in part, by notice to the Secretary of the Company in writing given at least 5 Business Days prior to the date as of which the Grantee will so exercise such options (the “Exercise Date”), specifying the number of whole shares of Common Stock with respect to which such options are being exercised (the “Exercise Shares”) and the aggregate Option Price for such Exercise Shares; provided that if the shares of Common Stock are traded on a U.S. national securities exchange, notice may be given 2 Business Days before the Exercise Date.

(b) Exercise shall occur by delivery of both written notice of exercise to the Secretary of the Company, and payment to the Company of the full exercise price for the shares of Common Stock being purchased, which shall be an amount equal to the product of the number of Exercise Shares and the Option Price (the “Exercise Price”), and an amount equal to all applicable Withholding Taxes required by reason of such exercise.

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(c) The methods of payment that the Grantee may utilize in exercising the options evidenced hereby include:

(i) cash or check payable to the Company (in U.S. dollars);

(ii) other shares of Common Stock that (1) are owned by the Grantee, (2) have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the shares of Common Stock as to which options evidenced hereby are being exercised, (3) are, at the time of such surrender, free and clear of any and all claims, pledges, liens and encumbrances, or any restrictions that would in any manner restrict the transfer of such shares to or by the Company, and (4) are duly endorsed for transfer to the Company;

(iii) a net exercise by surrendering to the Company shares of Common Stock otherwise receivable upon exercise of the options evidenced hereby; or

(iv) any combination of the foregoing methods of payment.

(d) Shares of Common Stock issuable upon exercise of options evidenced hereby shall be deemed effective and to have been issued as of the date on which the Company has received from the exercising Grantee or the Grantee’s representative a duly completed notice of exercise and sufficient payment in accordance with Section 6(c) above to cover the full exercise price due and all applicable Withholding Taxes required by reason of such exercise.

(e) As promptly as practicable following the Exercise Date, the Company shall deliver to the Grantee a certificate or certificates representing the Exercise Shares, registered in the name of the Grantee and bearing appropriate legends as provided in section 7(b) hereof.

(f) The Company may require the Grantee to furnish or execute such other documents as the Company reasonably deems necessary:

(i) to evidence such exercise,

(ii) to determine whether registration is then required under the Securities Act and

(iii) to comply with or satisfy the requirements of the Securities Act, applicable state securities laws or any other applicable law.

7. Grantee’s representations, warranties and covenants.

(a) Investment intention. The Grantee represents and warrants that the options evidenced hereby have been, and any Exercise Shares will be, acquired by the Grantee solely for the Grantee’s own account for investment and not with a view to or for sale in connection with any distribution thereof. The Grantee agrees that the Grantee will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of all or any portion of the options evidenced hereby or any of the Exercise Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of all or any portion of the options evidenced hereby or any of the Exercise Shares), except in compliance with the Securities Act and the rules and regulations of the U.S. Securities and Exchange Commission thereunder,

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and in compliance with applicable state or foreign securities or “blue sky” laws. The Grantee further understands, acknowledges and agrees that none of the Exercise Shares may be offered, sold, transferred, pledged, assigned, or otherwise alienated or hypothecated or otherwise disposed of unless the provisions of the Company’s certificate of incorporation as then in effect shall have been complied with.

(b) Legends. The Grantee acknowledges that, unless a registration statement shall then be in effect covering the resale of the Exercise Shares, any certificate representing the Exercise Shares shall bear the following legend:

“THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, TRANSFERRED OR OTHERWISE DISPOSED OF (EACH, A “TRANSFER”) UNLESS AND UNLESS REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS SUCH TRANSFER IS (A) EXEMPT FROM REGISTRATION OR IS OTHERWISE IN COMPLIANCE WITH THE ACT AND SUCH LAWS IN THE OPINION OF COUNSEL TO THE SHAREHOLDER, WHICH COUNSEL MUST BE, AND THE FORM AND SUBSTANCE OF WHICH OPINION ARE, REASONABLY SATISFACTORY TO THE ISSUER AND (B) IN COMPLIANCE WITH THE TERMS OF THE COMPANY’S CERTIFICATE OF INCORPORATION AND ANY AMENDMENTS, SUPPLEMENTS OR MODIFICATIONS THERETO.”

Unless a Public Offering shall have been consummated, any certificate representing the Exercise Shares shall bear the following additional legend:

“THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN THE COMPANY’S CERTIFICATE OF INCORPORATION, A COPY OF WHICH IS AVAILABLE FOR INSPECTION AT THE OFFICES OF THE COMPANY. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY, AND SUCH TRANSFER SHALL BE VOIDABLE, UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF THE COMPANY’S CERTIFICATE OF INCORPORATION.”

(c) Ability to bear risk. The Grantee covenants that the Grantee will not exercise all or any portion of the options evidenced hereby unless (i) the financial situation of the Grantee is such that the Grantee can afford to bear the economic risk of holding the Exercise Shares for an indefinite period and (ii) the Grantee can afford to suffer the complete loss of the Grantee’s investment in the Exercise Shares.

(d) Restriction on sale upon Public Offering. The Grantee agrees that, in the event the Company files a registration statement in connection with a Public Offering, the Grantee will not, without the prior written consent of the Company, effect any public sale or distribution of any of the Exercise Shares (other than as part of such Public Offering), including but not limited to, pursuant to Rule 144 or Rule 144A under the Securities Act, for the duration (not to exceed 20 days prior

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to and the 180 days after the effective date of such registration statement) specified by and to the extent requested by the Company and an underwriter of the Common Stock or other securities of the Company at any time during such period except Common Stock (or other securities) included in such registration; provided, however, that (i) all officers and directors of the Company and all persons with registration rights with respect to the Company’s capital stock enter into similar agreements; and (ii) the restrictions applicable to Grantee are no more restrictive than those applicable to any other shareholder, director or officer of the Company. The Grantee further understands and acknowledges that any sale, transfer or other disposition of the Exercise Shares by her following a Public Offering will be subject to compliance with, and may be limited under, the federal securities laws and/or state “blue sky” laws.

(e) Registration. As soon as practicable following a Public Offering, the Company shall use its commercially reasonable efforts to effect the registration under the Securities Act of all of the shares evidenced hereby, to the extent such shares are eligible for registration on Form S-8 (or other applicable form for registration relating to the sale of securities to employees or other service providers in a Company stock option plan or other equity incentive plan).

8. Representations and warranties of the Company. The Company represents and warrants to the Grantee that:

(a) the Company has been duly formed and is an existing limited liability company in good standing under the laws of the state of its formation,

(b) this agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and

(c) the Exercise Shares, when issued, delivered and paid for, upon exercise of the options evidenced hereby in accordance with the terms hereof, will be duly authorized, validly issued, fully paid and nonassessable, and free and clear of any liens or encumbrances other than those created pursuant to this agreement and the Company’s certificate of incorporation or otherwise in connection with the transactions contemplated hereby.

9. Change in capital structure; effect of excess dilution; most favored nations provision.

(a) The Committee shall equitably adjust the number and type of shares of Common Stock issuable on exercise of the options evidenced hereby, as well as the Option Price, to reflect any increase or decrease in the number or change in the character of issued shares of Common Stock resulting from a stock-split, reverse stock-split, stock dividend, extraordinary dividend (as determined by the Committee in its sole discretion) whether such dividend is payable in cash, other property or a combination of both, combination, recapitalization or reclassification of the shares of Common Stock, merger, consolidation, change in organization form, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt or payment of consideration by the Company. In the event of any such transaction or event, the Committee shall

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make such adjustments as necessary to preserve the benefits or potential benefits of the options evidenced hereby and may provide in substitution for the options evidenced hereby such alternative consideration (including cash or securities of any surviving entity) as it may in good faith determine to be equitable under the circumstances and may require in connection therewith the surrender of the option evidenced hereby. In any case, such substitution of cash or securities shall not require the consent of the Grantee. Except as expressly provided herein, if the Company issues for consideration shares of equity securities of any class or securities convertible into shares of equity securities of any class, the issuance shall not affect, and no adjustment by reason thereof shall be required to be made with respect to, the number or price of shares of Common Stock issuable on exercise of options evidenced hereby.

(b) In the event that the Company, at any time prior to the earlier of the closing of a Public Offering and December 31, 2016, adopts one or more equity compensation plans for directors, officers or employees of the Company that, when combined with options granted to Julie Rice and Elizabeth Cutler (without double counting), provides for the grant of options or awards covering more than 176,471 shares of Common Stock or their equivalent, the number of shares of Common Stock subject to the options evidenced hereby shall be increased by a factor equal to the ratio of:

(i) the sum of:

(A) the number of shares of Common Stock outstanding immediately following the Grant Date,

(B) the number of shares of Common Stock subject to option agreements between the Company and Julie Rice and Elizabeth Cutler, and

(C) the number of shares of Common Stock reserved for issuance in connection with such stock options plan or plans (without double counting of shares included under clause (B) above), to

(ii) 1, 176,471 shares of Common Stock, and:

the Option Price shall be decreased by a factor that is the reciprocal of the foregoing factor. The numbers in this section 9(b) shall be appropriately adjusted by the Committee to reflect any stock-split, reverse stock-split, stock dividend or other change in the number of character of the shares of Common Stock.

(c) In the event that the Company, at any time prior to the earlier of the closing of a Public Offering and December 31, 2016, adopts a stock option plan for employees of the Company that provides for the grant of options to purchase shares of Common Stock on terms more favorable to the holders of such options than the terms of this agreement are to the Grantee (other than Option Price, the number of shares of Common Stock issuable on exercise of options evidenced hereby, the Grant Date or the Stated Expiration Date), the Company shall offer to amend this agreement to change the terms of this agreement so as to make the terms of this agreement correspond to the terms of options granted under such stock option plan.

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10. Relationship to other benefits. Neither the grant of the options evidenced hereby nor any value received by the Grantee pursuant to this agreement shall be taken into account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Affiliate except to the extent otherwise expressly provided in writing in such other plan or an agreement thereunder.

11. No shareholder rights. Neither the Grantee nor any transferee or beneficiary of the Grantee shall have any rights as a shareholder of the Company with respect to any shares of Common Stock issuable on exercise of options evidenced hereby until the effective date (as set forth in Section 6(d) hereof) of the exercise by the Grantee or such transferee, or beneficiary in accordance with the terms of this agreement. Prior to such effective date, the Grantee shall not have the right to vote or to receive dividends or any other rights as a shareholder with respect to the shares of Common Stock issuable on exercise of options evidenced hereby. No adjustment will be made for a dividend or other right that is determined based on a record date prior to the effective date of the exercise of options represented hereby, except as otherwise specifically provided for herein.

12. Miscellaneous.

(a) Notices. All notices and other communications required or permitted to be given under this agreement shall be in writing and shall be deemed to have been given if delivered personally or sent by certified or express mail, return receipt requested, postage prepaid, or by any recognized international equivalent of such delivery, to the Company or the Grantee, at the following addresses or to such other address as the Company or the Grantee, shall specify by notice to the others:

(i) if to the Company, to it at:

SoulCycle Holdings, LLC

103 Warren Street

New York, New York 10007

Fax:

Telephone: (212) 406-1300

Attention: Elizabeth Cutler and Julie Rice

with a copy of written notices to:

Equinox Holdings, Inc.

895 Broadway

New York, New York 10003

Fax: (212) 780-9769

Telephone: (212) 774-6333

Attention: Harvey Spevak

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and with a copy of written notices to:

Equinox Holdings, Inc.

895 Broadway

New York, New York 10003

Fax: (212) 780-9769

Telephone: (646) 871-7463

Attention: Kevin Morris

(ii) if to the Grantee, to the Grantee at the address set forth on the signature page hereof with a copy of written notices to:

Steven E. Siesser, Esq.

Lowenstein Sandler LLP

1251 Avenue of the Americas, 18^th Floor

New York, New York 10020

Tel: (212) 204.8688

Fax: (973) 597.2507

All such notices and communications shall be deemed to have been received on the date of delivery if delivered personally or on the third Business Day after the mailing thereof, provided that the party giving such notice or communication shall have attempted to telephone the party or parties to which notice is being given during regular business hours on or before the day such notice or communication is being sent, to advise such party or parties that such notice is being sent.

(b) No right to employment. Nothing in this agreement shall be deemed to confer on the Grantee any right to continue in the employ of the Company, or to interfere with or limit in any way the right of the Company to terminate such employment at any time, subject to the terms and conditions of the Employment Agreement.

(c) Binding effect; benefits. This agreement shall be binding upon and inure to the benefit of the parties to this agreement and their respective successors and assigns, including, without limitation, SoulCycle Inc. immediately following the Conversion. Nothing in this agreement, express or implied, is intended or shall be construed to give any person other than the parties to this agreement or their respective successors or assigns any legal or equitable right, remedy or claim under or in respect of any agreement or any provision contained herein.

(d) Waiver. Any party hereto or beneficiary hereof may by written notice to the other parties:

(i) extend the time for the performance of any of the obligations or other actions of the other parties under this agreement,

(ii) waive compliance with any of the conditions or covenants of the other parties contained in this agreement and

(iii) waive or modify performance of any of the obligations of the other parties under this agreement.

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Except as provided in the preceding sentence, no action taken pursuant to this agreement, including, without limitation, any investigation by or on behalf of any party or beneficiary, shall be deemed to constitute a waiver by the party or beneficiary taking such action of compliance with any representations, warranties, covenants or agreements contained herein. The waiver by any party hereto or beneficiary hereof of a breach of any provision of this agreement shall not operate or be construed as a waiver of any preceding or succeeding breach and no failure by a party or beneficiary to exercise any right or privilege hereunder shall be deemed a waiver of such party’s or beneficiary’s rights or privileges hereunder or shall be deemed a waiver of such party’s or beneficiary’s rights to exercise the same at any subsequent time or times hereunder.

(e) Amendment. This agreement may not be amended, modified or supplemented orally, but only by a written instrument executed by the Grantee and the Company.

(f) Assignability. Neither this agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by the Grantee without the prior written consent of the Company.

(g) Applicable law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO PRINCIPLES OF CONFLICT OF LAWS THAT WOULD REQUIRE OR PERMIT APPLICATION OF THE LAW OF ANOTHER JURISDICTION.

(h) Section and other headings, etc. The section and other headings contained in this agreement are for reference purposes only and shall not affect the meaning or interpretation of this agreement.

(i) Counterparts. This agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Company and the Grantee have executed this agreement as of the date first above written.

The Company
SoulCycle Holdings, LLC, on behalf of itself and its successor by conversion, SoulCycle Inc.
By:
Name:	Larry Segall
Title:	Executive Vice President and Chief Financial Officer

[Signatures continue on next page]

[Signature Page to Cutler 1% Option Agreement]

Grantee
Name:	Elizabeth P. Cutler
Address:

[Signature Page to Cutler 1% Option Agreement]

Exhibit J

Cutler 0.5 % Option Agreement

Cutler 0.5% option

Option Agreement, dated as of April 6, 2015, by and between SoulCycle Holdings, LLC, a Delaware limited liability company, and Elizabeth Cutler, an individual.

Preliminary statement

Certain capitalized terms used herein have the meanings indicated in section 1 hereof.

The Company has entered into the Redemption Agreement pursuant to which it will redeem Class A-1 Units and Class A-2 Units of the Company from members of the Founders Group, following which it will convert to a Delaware corporation to be called SoulCycle Inc. pursuant to section 265 of the Delaware General Corporation Law.

The Company desires to grant to the Grantee options to purchase shares of Common Stock, and the Grantee desires to have granted to her options to purchase shares of Common Stock, on the terms and subject to the conditions set forth herein.

The Company’s obligations under this agreement will be become obligations of SoulCycle Inc. upon the Conversion and thereafter all references to the Company and to shares of Common Stock herein shall be deemed to be references to SoulCycle Inc. and shares of Common Stock of SoulCycle Inc., respectively.

Accordingly, the parties hereto agree as follows.

Agreement

1. Certain Definitions. The following terms, when used herein, have the following meanings.

(a) “Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls or is controlled by or under common control with such Person. For the purposes of this definition, “control,” when used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person or the power to elect directors or managers, whether through the ownership of voting securities, by contract or otherwise; and the terms “affiliated,” “controlling” and “controlled” have meanings correlative to the foregoing.

(b) “Board” means the board of directors of the Company.

(c) “Business Day” means any day on which national banks are open for business in the City of New York, New York.

(d) “Cause” shall have the meaning set forth in the Employment Agreement (inclusive of any applicable notice and cure rights).

(e) “Committee” means:

(i) if the Board has established a committee of the Board to administer this agreement, then such committee, provided that the term “Committee” means (A) the Board when acting at any time in lieu of the Committee and (B) with respect to any decision involving this agreement intended to satisfy the requirements of Code section 162(m), a committee consisting of two or more directors of the Company who are “outside directors” within the meaning of Code section 162(m).

(ii) if the Board has not established a committee of the Board to administer this agreement, then the Board.

(f) “Common Stock” means:

(i) prior to a Public Offering, the Class A common stock, par value $0.01 per share, of the Company, and

(ii) thereafter, the common stock of the Company as then constituted.

(g) “Company” means:

(i) from the date hereof until the effective date of the Conversion, SoulCycle Holdings, LLC, a Delaware limited liability company, and

(ii) thereafter, SoulCycle Inc.

(h) “Conversion” means the conversion of SoulCycle Holdings, LLC into SoulCycle Inc., which conversion will become effective on the date on which SoulCycle Holdings LLC files a certificate of conversion with the office of the Secretary of State of the State of Delaware immediately following the closing under the Redemption Agreement.

(i) “Disabled” shall have the meaning set forth in the Employment Agreement.

(j) “Employment Agreement” means the Amended and Restated Employment Agreement, of even date herewith, by and between the Company and the Grantee.

(k) “Equinox” means Equinox Holdings, Inc., a Delaware corporation.

(l) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(m) “Exercise Date” has the meaning given such term in section 6(a) hereof.

(n) “Exercise Price” has the meaning given such term in section 6(b) hereof.

(o) “Exercise Shares” has the meaning given such term in section 6(a) hereof.

(p) “Fair Market Value” of a share of Common Stock as of any date shall mean the fair market value of a share of Common Stock, which shall be determined based upon a third party appraisal by a reputable firm having no material relationship with either the Grantee, on the one hand, or the Company and/or any of its Affiliates, on the other hand, of the fair market value of the Company (based on

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the value of its outstanding Common Stock), which third party appraisal shall not be required to be conducted more than once per calendar year; provided that, in the event that the Fair Market Value is to be determined following a Public Offering, Fair Market Value shall mean the average of the high and low trading price of a share of Common Stock on the applicable date; and provided further that, in all instances, a determination of Fair Market Value shall be made in compliance with Section 409A of the Code and without any discount for minority interest or lack of marketability. This definition of “Fair Market Value” shall not apply for purposes of making valuations of shares of Common Stock for any purposes independent of, or unrelated to administration of, this agreement.

(q) “Founders Group” means Elizabeth P. Cutler, an individual; the Irrevocable Trust FBO Lucia Hodges Cutler u/t/d March 20, 2011; the Irrevocable Trust FBO Nina Plamondon Cutler u/t/d March 20, 2011; Julie J. Rice, an individual; the Trust F/B/O Parker R. Rice under Julie J. Rice 2011 GRAT and the Trust F/B/O Phoebe Rice under Julie J. Rice 2011 GRAT.

(r) “Good Reason” shall have the meaning set forth in the Employment Agreement (inclusive of any applicable notice and cure rights).

(s) “Grant Date” means the effective date of the Conversion.

(t) “Grantee” means Elizabeth Cutler, an individual.

(u) “Option Price” means the exercise price per share of Common Stock of the shares of Common Stock issuable on exercise of options evidenced hereby, as initially established in section 2(b) hereof and as such amount may be adjusted from time as provided in section 9 hereof.

(v) “Person” means any natural person, association, trust, business trust, cooperative, corporation, general partnership, joint venture, joint-stock company, limited partnership, limited liability company, real estate investment trust, regulatory body, governmental agency or instrumentality, unincorporated organization or other type of entity.

(w) “Public Offering” means any primary or secondary public offering of any securities of the Company pursuant to an effective registration statement under the Securities Act, other than pursuant to a registration statement on Form S-4 or Form S-8 or any successor or similar form, that results in the listing of a class of equity securities of the Company on the New York Stock Exchange or other national exchange or quotation system in the United States.

(x) “Redemption Agreement” means the redemption agreement of even date herewith by and among the Company, each of the members of the Founders Group and Equinox.

(y) “Sale Transaction” means any of the following, in a single transaction or a series of transactions:

(i) a sale, lease, license, transfer or other disposition of all or substantially all of the assets of the Company;

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(ii) the sale, issuance or transfer, or the acquisition of “beneficial ownership” (as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) by any person or “group” (as that term is defined in Rule 13d-5 of the Securities Exchange Act of 1934, as amended), of more than 50% of the voting power of the Company;

(iii) any merger, consolidation or similar business combination transaction following which less than a majority of the voting power of the entity resulting from such merger, consolidation or other transactions is owned by Persons who were holders of capital stock of the Company immediately prior to the effective date of such merger, consolidation or other transaction; and

(iv) the adoption of a plan for the liquidation, dissolution or winding-up of the affairs of the Company.

(z) “Securities Act” means the Securities Act of 1933, as amended.

(aa) “SoulCycle Inc.” means SoulCycle Inc., a Delaware corporation into which SoulCycle LLC will be converted on the effective date of the Conversion.

(bb) “Stated Expiration Date” means the date that is the tenth anniversary of the Grant Date.

(cc) “Withholding Taxes” means the aggregate minimum amount of federal, state, local and foreign income, payroll and other taxes that the Company and any Affiliates are required to withhold in connection with the exercise of all or any portion of the options evidenced by this agreement.

2. Grant of options.

(a) Confirmation of Grant.

(i) The Company hereby evidences and confirms its grant to the Grantee, effective as of the Grant Date, of options to purchase 5,556 shares of Common Stock.

(ii) The options evidenced hereby are intended to be non-incentive stock options.

(b) Option Price.

(i) If the options evidenced hereby vest and become exercisable pursuant to section 3(a) hereof, the Option Price of the options evidenced hereby shall be equal to the price per share at which Common Stock is offered for sale by the Company in the Company’s initial Public Offering, but in no event less than the Fair Market Value of a share of Common Stock on the Grant Date.

(ii) If the options evidenced hereby vest and become exercisable pursuant to section 3(b) hereof, the Option Price of the options evidenced hereby shall be $710 per share of Common Stock, which is equal to the Fair Market Value of a share of Common Stock on the Grant Date.

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3. Vesting and exercisability.

(a) Vesting. The options evidenced hereby shall, unless earlier terminated, vest and become exercisable upon the closing of the Company’s initial Public Offering.

(b) Acceleration of vesting. Notwithstanding section 3(a) hereof:

(i) the options evidenced hereby shall become fully vested and exercisable upon the occurrence of a Sale Transaction and shall thereafter expire on the Stated Expiration Date unless exercised in full earlier than the Stated Expiration Date; provided, however, that, if the Committee so determines and so notifies the Grantee in writing no less than 15 Business Days prior to the consummation of the Sale Transaction, the options evidenced hereby shall become exercisable in full during the three Business-Day period up to and including the date of the closing of the Sale Transaction and shall terminate immediately after the consummation of the Sale Transaction, provided, further, that any such exercise may be conditioned by the Grantee upon consummation of such Sale Transaction; and

(ii) the Committee, in its sole discretion, may in any event accelerate the vesting of all or any portion of the options evidenced hereby at any time and from time to time.

4. Termination of options.

(a) Stated Expiration Date. Subject to section 4(c) hereof, the options evidenced hereby shall have a term of 10 years, beginning on the Grant Date and ending on the Stated Expiration Date, on which date they shall expire and be cancelled, in accordance with the terms hereof.

(b) Effect of termination of Grantee by the Company without Cause; voluntary termination by the Grantee with Good Reason. If the Grantee’s employment with the Company is terminated by the Company without Cause, or is terminated by the Grantee for Good Reason, all options evidenced hereby shall continue to vest and become exercisable as provided in section 3(a) and 3(b) hereof and shall expire on the Stated Expiration Date unless exercised in full earlier than the Stated Expiration Date.

(c) Voluntary termination by the Grantee without Good Reason; Termination For Cause; Termination due to death or the Grantee’s becoming Disabled.

(i) If the Grantee voluntarily terminates her employment with the Company without Good Reason or her employment with the Company terminates by reason of her death or her becoming Disabled, all options evidenced hereby to the extent not then vested shall automatically terminate and be canceled immediately upon such termination of employment.

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(ii) Following the Grantee’s voluntary termination of her employment without Good Reason, her death or her becoming Disabled, or termination of her employment for Cause, the Grantee or her estate or personal representative shall have the right to exercise any options evidenced hereby to the extent vested as of the date of such termination of employment but only until the first to occur of:

(A) the 90th day after the effective date of the Grantee’s termination of employment or, in the case of a termination for death or the Grantee’s becoming Disabled, the date 12 months from such effective date, and

(B) the Stated Expiration Date,

in which event all of the Grantee’s vested options shall expire on the applicable expiration date specified in clause (1) or (2) immediately above.

(d) Termination of a Grantee by the Company for Cause. Notwithstanding anything else contained in this agreement, if the Grantee’s employment with the Company is terminated by the Company for Cause, all unvested options evidenced hereby shall automatically terminate and be canceled immediately upon such termination of employment.

5. Restrictions on exercise; non-transferability of options.

(a) Restrictions on exercise. Once vested in accordance with the provisions of this agreement, the options evidenced hereby may be exercised only with respect to full shares of Common Stock. No fractional shares of Common Stock shall be issued. Notwithstanding any other provision of this agreement, the options evidenced hereby may not be exercised in whole or in part unless:

(i) all requisite approvals and consents of any governmental authority of any kind having jurisdiction over the exercise of the options evidenced hereby or the delivery of the Exercise Shares shall have been secured; provided that the Company shall use its commercially reasonable efforts to obtain any such approvals or consents,

(ii) the purchase of the shares of Common Stock upon the exercise of the options evidenced hereby shall be exempt from registration under applicable U.S. federal and state securities laws, or the purchase of the shares of Common Stock shall have been registered under such laws, and

(iii) all applicable U.S. federal, state and local tax withholding requirements shall have been satisfied.

(b) Non-transferability of options. The options evidenced hereby may be exercised only by the Grantee or, following her death or the Grantee’s becoming Disabled, by the Grantee’s estate or personal representative. The options evidenced hereby are not assignable or transferable, in whole or in part, and they may not, directly or indirectly, be offered, sold, transferred, pledged, assigned, or

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otherwise alienated or hypothecated or otherwise disposed of or encumbered (including without limitation by gift, operation of law or otherwise) other than by will or by the laws of descent and distribution to the estate of the Grantee upon the Grantee’s death.

(c) Grantee’s responsibility for taxes; withholding.

(i) The Grantee is solely responsible and liable for the satisfaction of all taxes and penalties that may arise in connection with the exercise of options evidenced hereby (including any taxes and penalties arising under section 409A of the Code), and neither the Company, nor any Affiliate, nor any of their employees, directors, or agents shall have any obligation to mitigate, indemnify, or to otherwise hold the Grantee harmless from any or all of such taxes.

(ii) Whenever shares of Common Stock are to be issued upon exercise of the options evidenced hereby, the Grantee shall remit to the Company an amount in cash sufficient to satisfy all applicable U.S. federal, state and local tax withholding requirements as a condition to the issuance of such shares of Common Stock. The Company shall, if requested by the Grantee, withhold shares of Common Stock valued for this purpose at their Fair Market Value as of the date of exercise to satisfy the minimum applicable withholding requirements, subject to any rules adopted by the Committee regarding compliance with applicable law, including, but not limited to, section 16(b) of the Exchange Act.

6. Manner of exercise.

(a) Options evidenced hereby may to the extent vested be exercised, in whole or in part, by notice to the Secretary of the Company in writing given at least 5 Business Days prior to the date as of which the Grantee will so exercise such options (the “Exercise Date”), specifying the number of whole shares of Common Stock with respect to which such options are being exercised (the “Exercise Shares”) and the aggregate Option Price for such Exercise Shares; provided that if the shares of Common Stock are traded on a U.S. national securities exchange, notice may be given 2 Business Days before the Exercise Date.

(b) Exercise shall occur by delivery of both written notice of exercise to the Secretary of the Company, and payment to the Company of the full exercise price for the shares of Common Stock being purchased, which shall be an amount equal to the product of the number of Exercise Shares and the Option Price (the “Exercise Price”), and an amount equal to all applicable Withholding Taxes required by reason of such exercise.

(c) The methods of payment that the Grantee may utilize in exercising the options evidenced hereby include:

(i) cash or check payable to the Company (in U.S. dollars);

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(ii) other shares of Common Stock that (1) are owned by the Grantee, (2) have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the shares of Common Stock as to which options evidenced hereby are being exercised, (3) are, at the time of such surrender, free and clear of any and all claims, pledges, liens and encumbrances, or any restrictions that would in any manner restrict the transfer of such shares to or by the Company, and (4) are duly endorsed for transfer to the Company;

(iii) a net exercise by surrendering to the Company shares of Common Stock otherwise receivable upon exercise of the options evidenced hereby; or

(iv) any combination of the foregoing methods of payment.

(d) Shares of Common Stock issuable upon exercise of options evidenced hereby shall be deemed effective and to have been issued as of the date on which the Company has received from the exercising Grantee or the Grantee’s representative a duly completed notice of exercise and sufficient payment in accordance with Section 6(c) above to cover the full exercise price due and all applicable Withholding Taxes required by reason of such exercise.

(e) As promptly as practicable following the Exercise Date, the Company shall deliver to the Grantee a certificate or certificates representing the Exercise Shares, registered in the name of the Grantee and bearing appropriate legends as provided in section 7(b) hereof.

(f) The Company may require the Grantee to furnish or execute such other documents as the Company reasonably deems necessary:

(i) to evidence such exercise,

(ii) to determine whether registration is then required under the Securities Act and

(iii) to comply with or satisfy the requirements of the Securities Act, applicable state securities laws or any other applicable law.

7. Grantee’s representations, warranties and covenants.

(a) Investment intention. The Grantee represents and warrants that the options evidenced hereby have been, and any Exercise Shares will be, acquired by the Grantee solely for the Grantee’s own account for investment and not with a view to or for sale in connection with any distribution thereof. The Grantee agrees that the Grantee will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of all or any portion of the options evidenced hereby or any of the Exercise Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of all or any portion of the options evidenced hereby or any of the Exercise Shares), except in compliance with the Securities Act and the rules and regulations of the U.S. Securities and Exchange Commission thereunder, and in compliance with applicable state or foreign securities or “blue sky” laws. The Grantee further understands, acknowledges and agrees that none of the

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Exercise Shares may be offered, sold, transferred, pledged, assigned, or otherwise alienated or hypothecated or otherwise disposed of unless the provisions of the Company’s certificate of incorporation as then in effect shall have been complied with.

(b) Legends. The Grantee acknowledges that, unless a registration statement shall then be in effect covering the resale of the Exercise Shares, any certificate representing the Exercise Shares shall bear the following legend:

“THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, TRANSFERRED OR OTHERWISE DISPOSED OF (EACH, A “TRANSFER”) UNLESS AND UNLESS REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS SUCH TRANSFER IS (A) EXEMPT FROM REGISTRATION OR IS OTHERWISE IN COMPLIANCE WITH THE ACT AND SUCH LAWS IN THE OPINION OF COUNSEL TO THE SHAREHOLDER, WHICH COUNSEL MUST BE, AND THE FORM AND SUBSTANCE OF WHICH OPINION ARE, REASONABLY SATISFACTORY TO THE ISSUER AND (B) IN COMPLIANCE WITH THE TERMS OF THE COMPANY’S CERTIFICATE OF INCORPORATION AND ANY AMENDMENTS, SUPPLEMENTS OR MODIFICATIONS THERETO.”

Unless a Public Offering shall have been consummated, any certificate representing the Exercise Shares shall bear the following additional legend:

“THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN THE COMPANY’S CERTIFICATE OF INCORPORATION, A COPY OF WHICH IS AVAILABLE FOR INSPECTION AT THE OFFICES OF THE COMPANY. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY, AND SUCH TRANSFER SHALL BE VOIDABLE, UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF THE COMPANY’S CERTIFICATE OF INCORPORATION.”

(c) Ability to bear risk. The Grantee covenants that the Grantee will not exercise all or any portion of the options evidenced hereby unless (i) the financial situation of the Grantee is such that the Grantee can afford to bear the economic risk of holding the Exercise Shares for an indefinite period and (ii) the Grantee can afford to suffer the complete loss of the Grantee’s investment in the Exercise Shares.

(d) Restriction on sale upon Public Offering. The Grantee agrees that, in the event the Company files a registration statement in connection with a Public Offering, the Grantee will not, without the prior written consent of the Company, effect any public sale or distribution of any of the Exercise Shares (other than as part of such Public Offering), including but not limited to, pursuant to Rule 144 or Rule 144A under the Securities Act, for the duration (not to exceed 20 days prior to and the 180 days after the effective date of such registration statement) specified by and to the extent requested by the Company and an underwriter of

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the Common Stock or other securities of the Company at any time during such period except Common Stock (or other securities) included in such registration; provided, however, that (i) all officers and directors of the Company and all persons with registration rights with respect to the Company’s capital stock enter into similar agreements; and (ii) the restrictions applicable to Grantee are no more restrictive than those applicable to any other shareholder, director or officer of the Company. The Grantee further understands and acknowledges that any sale, transfer or other disposition of the Exercise Shares by her following a Public Offering will be subject to compliance with, and may be limited under, the federal securities laws and/or state “blue sky” laws.

(e) Registration. As soon as practicable following a Public Offering, the Company shall use its commercially reasonable efforts to effect the registration under the Securities Act of all of the shares evidenced hereby, to the extent such shares are eligible for registration on Form S-8 (or other applicable form for registration relating to the sale of securities to employees or other service providers in a Company stock option plan or other equity incentive plan).

8. Representations and warranties of the Company. The Company represents and warrants to the Grantee that:

(a) the Company has been duly formed and is an existing limited liability company in good standing under the laws of the state of its formation,

(b) this agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and

(c) the Exercise Shares, when issued, delivered and paid for, upon exercise of the options evidenced hereby in accordance with the terms hereof, will be duly authorized, validly issued, fully paid and nonassessable, and free and clear of any liens or encumbrances other than those created pursuant to this agreement and the Company’s certificate of incorporation or otherwise in connection with the transactions contemplated hereby.

9. Change in capital structure; effect of excess dilution; most favored nations provision.

(a) The Committee shall equitably adjust the number and type of shares of Common Stock issuable on exercise of the options evidenced hereby, as well as the Option Price, to reflect any increase or decrease in the number or change in the character of issued shares of Common Stock resulting from a stock-split, reverse stock-split, stock dividend, extraordinary dividend (as determined by the Committee in its sole discretion) whether such dividend is payable in cash, other property or a combination of both, combination, recapitalization or reclassification of the shares of Common Stock, merger, consolidation, change in organization form, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt or payment of consideration by the Company. In the event of any such transaction or event, the Committee shall make such adjustments as necessary to preserve the benefits or potential benefits of the options evidenced hereby and may provide in substitution for the

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options evidenced hereby such alternative consideration (including cash or securities of any surviving entity) as it may in good faith determine to be equitable under the circumstances and may require in connection therewith the surrender of the option evidenced hereby. In any case, such substitution of cash or securities shall not require the consent of the Grantee. Except as expressly provided herein, if the Company issues for consideration shares of equity securities of any class or securities convertible into shares of equity securities of any class, the issuance shall not affect, and no adjustment by reason thereof shall be required to be made with respect to, the number or price of shares of Common Stock issuable on exercise of options evidenced hereby.

(b) In the event that the Company, at any time prior to the earlier of the closing of a Public Offering and December 31, 2016, adopts one or more equity compensation plans for directors, officers or employees of the Company that, when combined with options granted to Julie Rice and Elizabeth Cutler (without double counting), provides for the grant of options or awards covering more than 176,471 shares of Common Stock or their equivalent, the number of shares of Common Stock subject to the options evidenced hereby shall be increased by a factor equal to the ratio of:

(i) the sum of:

(A) the number of shares of Common Stock outstanding immediately following the Grant Date,

(B) the number of shares of Common Stock subject to option agreements between the Company and Julie Rice and Elizabeth Cutler, and

(C) the number of shares of Common Stock reserved for issuance in connection with such stock options plan or plans (without double counting of shares included under clause (B) above), to

(ii) 1, 176,471 shares of Common Stock, and:

the Option Price shall be decreased by a factor that is the reciprocal of the foregoing factor. The numbers in this section 9(b) shall be appropriately adjusted by the Committee to reflect any stock-split, reverse stock-split, stock dividend or other change in the number of character of the shares of Common Stock.

(c) In the event that the Company, at any time prior to the earlier of the closing of a Public Offering and December 31, 2016, adopts a stock option plan for employees of the Company that provides for the grant of options to purchase shares of Common Stock on terms more favorable to the holders of such options than the terms of this agreement are to the Grantee (other than Option Price, the number of shares of Common Stock issuable on exercise of options evidenced hereby, the Grant Date or the Stated Expiration Date), the Company shall offer to amend this agreement to change the terms of this agreement so as to make the terms of this agreement correspond to the terms of options granted under such stock option plan.

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10. Relationship to other benefits. Neither the grant of the options evidenced hereby nor any value received by the Grantee pursuant to this agreement shall be taken into account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Affiliate except to the extent otherwise expressly provided in writing in such other plan or an agreement thereunder.

11. No shareholder rights. Neither the Grantee nor any transferee or beneficiary of the Grantee shall have any rights as a shareholder of the Company with respect to any shares of Common Stock issuable on exercise of options evidenced hereby until the effective date (as set forth in Section 6(d) hereof) of the exercise by the Grantee or such transferee, or beneficiary in accordance with the terms of this agreement. Prior to such effective date, the Grantee shall not have the right to vote or to receive dividends or any other rights as a shareholder with respect to the shares of Common Stock issuable on exercise of options evidenced hereby. No adjustment will be made for a dividend or other right that is determined based on a record date prior to the effective date of the exercise of options represented hereby, except as otherwise specifically provided for herein.

12. Miscellaneous.

(a) Notices. All notices and other communications required or permitted to be given under this agreement shall be in writing and shall be deemed to have been given if delivered personally or sent by certified or express mail, return receipt requested, postage prepaid, or by any recognized international equivalent of such delivery, to the Company or the Grantee, at the following addresses or to such other address as the Company or the Grantee, shall specify by notice to the others:

(i) if to the Company, to it at:

SoulCycle Holdings, LLC

103 Warren Street

New York, New York 10007

Fax:

Telephone: (212) 406-1300

Attention: Elizabeth Cutler and Julie Rice

with a copy of written notices to:

Equinox Holdings, Inc.

895 Broadway

New York, New York 10003

Fax: (212) 780-9769

Telephone: (212) 774-6333

Attention: Harvey Spevak

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and with a copy of written notices to:

Equinox Holdings, Inc.

895 Broadway

New York, New York 10003

Fax: (212) 780-9769

Telephone: (646) 871-7463

Attention: Kevin Morris

(ii) if to the Grantee, to the Grantee at the address set forth on the signature page hereof with a copy of written notices to:

Steven E. Siesser, Esq.

Lowenstein Sandler LLP

1251 Avenue of the Americas, 18^th Floor

New York, New York 10020

Tel: (212) 204.8688

Fax: (973) 597.2507

All such notices and communications shall be deemed to have been received on the date of delivery if delivered personally or on the third Business Day after the mailing thereof, provided that the party giving such notice or communication shall have attempted to telephone the party or parties to which notice is being given during regular business hours on or before the day such notice or communication is being sent, to advise such party or parties that such notice is being sent.

(b) No right to employment. Nothing in this agreement shall be deemed to confer on the Grantee any right to continue in the employ of the Company, or to interfere with or limit in any way the right of the Company to terminate such employment at any time, subject to the terms and conditions of the Employment Agreement.

(c) Binding effect; benefits. This agreement shall be binding upon and inure to the benefit of the parties to this agreement and their respective successors and assigns, including, without limitation, SoulCycle Inc. immediately following the Conversion. Nothing in this agreement, express or implied, is intended or shall be construed to give any person other than the parties to this agreement or their respective successors or assigns any legal or equitable right, remedy or claim under or in respect of any agreement or any provision contained herein.

(d) Waiver. Any party hereto or beneficiary hereof may by written notice to the other parties:

(i) extend the time for the performance of any of the obligations or other actions of the other parties under this agreement,

(ii) waive compliance with any of the conditions or covenants of the other parties contained in this agreement and

(iii) waive or modify performance of any of the obligations of the other parties under this agreement.

Except as provided in the preceding sentence, no action taken pursuant to this agreement, including, without limitation, any investigation by or on behalf of any party or beneficiary, shall be deemed to constitute a waiver by the party or

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beneficiary taking such action of compliance with any representations, warranties, covenants or agreements contained herein. The waiver by any party hereto or beneficiary hereof of a breach of any provision of this agreement shall not operate or be construed as a waiver of any preceding or succeeding breach and no failure by a party or beneficiary to exercise any right or privilege hereunder shall be deemed a waiver of such party’s or beneficiary’s rights or privileges hereunder or shall be deemed a waiver of such party’s or beneficiary’s rights to exercise the same at any subsequent time or times hereunder.

(e) Amendment. This agreement may not be amended, modified or supplemented orally, but only by a written instrument executed by the Grantee and the Company.

(f) Assignability. Neither this agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by the Grantee without the prior written consent of the Company.

(g) Applicable law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO PRINCIPLES OF CONFLICT OF LAWS THAT WOULD REQUIRE OR PERMIT APPLICATION OF THE LAW OF ANOTHER JURISDICTION.

(h) Section and other headings, etc. The section and other headings contained in this agreement are for reference purposes only and shall not affect the meaning or interpretation of this agreement.

(i) Counterparts. This agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Company and the Grantee have executed this agreement as of the date first above written.

The Company
SoulCycle Holdings, LLC, on behalf of itself and its successor by conversion, SoulCycle Inc.
By:
Name:	Larry Segall
Title:	Executive Vice President and Chief Financial Officer

[Signatures continue on next page]

[Signature Page to Cutler 0.5% Option Agreement]

Grantee
Name:	Elizabeth P. Cutler
Address:

[Signature Page to Cutler 0.5% Option Agreement]

Exhibit K

Rice 1.0% Option Agreement

Rice 1% option

Option Agreement, dated as of April 6, 2015, by and between SoulCycle Holdings, LLC, a Delaware limited liability company, and Julie Rice, an individual.

Preliminary statement

Certain capitalized terms used herein have the meanings indicated in section 1 hereof.

The Company has entered into the Redemption Agreement pursuant to which it will redeem Class A-1 Units and Class A-2 Units of the Company from members of the Founders Group, following which it will convert to a Delaware corporation to be called SoulCycle Inc. pursuant to section 265 of the Delaware General Corporation Law.

The Company desires to grant to the Grantee options to purchase shares of Common Stock, and the Grantee desires to have granted to her options to purchase shares of Common Stock, on the terms and subject to the conditions set forth herein.

The Company’s obligations under this agreement will be become obligations of SoulCycle Inc. upon the Conversion and thereafter all references to the Company and to shares of Common Stock herein shall be deemed to be references to SoulCycle Inc. and shares of Common Stock of SoulCycle Inc., respectively.

Accordingly, the parties hereto agree as follows.

Agreement

1. Certain Definitions. The following terms, when used herein, have the following meanings.

(a) “Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls or is controlled by or under common control with such Person. For the purposes of this definition, “control,” when used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person or the power to elect directors or managers, whether through the ownership of voting securities, by contract or otherwise; and the terms “affiliated,” “controlling” and “controlled” have meanings correlative to the foregoing.

(b) “Board” means the board of directors of the Company.

(c) “Business Day” means any day on which national banks are open for business in the City of New York, New York.

(d) “Cause” shall have the meaning set forth in the Employment Agreement (inclusive of any applicable notice and cure rights).

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(e) “Committee” means:

(i) if the Board has established a committee of the Board to administer this agreement, then such committee, provided that the term “Committee” means (A) the Board when acting at any time in lieu of the Committee and (B) with respect to any decision involving this agreement intended to satisfy the requirements of Code section 162(m), a committee consisting of two or more directors of the Company who are “outside directors” within the meaning of Code section 162(m).

(ii) if the Board has not established a committee of the Board to administer this agreement, then the Board.

(f) “Common Stock” means:

(i) prior to a Public Offering, the Class A common stock, par value $0.01 per share, of the Company, and

(ii) thereafter, the common stock of the Company as then constituted.

(g) “Company” means:

(i) from the date hereof until the effective date of the Conversion, SoulCycle Holdings, LLC, a Delaware limited liability company, and

(ii) thereafter, SoulCycle Inc.

(h) “Conversion” means the conversion of SoulCycle Holdings, LLC into SoulCycle Inc., which conversion will become effective on the date on which SoulCycle Holdings LLC files a certificate of conversion with the office of the Secretary of State of the State of Delaware immediately following the closing under the Redemption Agreement.

(i) “Disabled” shall have the meaning set forth in the Employment Agreement.

(j) “Employment Agreement” means the Amended and Restated Employment Agreement, of even date herewith, by and between the Company and the Grantee.

(k) “Equinox” means Equinox Holdings, Inc., a Delaware corporation.

(l) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(m) “Exercise Date” has the meaning given such term in section 6(a) hereof.

(n) “Exercise Price” has the meaning given such term in section 6(b) hereof.

(o) “Exercise Shares” has the meaning given such term in section 6(a) hereof.

(p) “Fair Market Value” of a share of Common Stock as of any date shall mean the fair market value of a share of Common Stock, which shall be determined based upon a third party appraisal by a reputable firm having no material relationship with either the Grantee, on the one hand, or the Company and/or any of its Affiliates, on the other hand, of the fair market value of the Company (based on

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the value of its outstanding Common Stock), which third party appraisal shall not be required to be conducted more than once per calendar year; provided that, in the event that the Fair Market Value is to be determined following a Public Offering, Fair Market Value shall mean the average of the high and low trading price of a share of Common Stock on the applicable date; and provided further that, in all instances, a determination of Fair Market Value shall be made in compliance with Section 409A of the Code and without any discount for minority interest or lack of marketability. This definition of “Fair Market Value” shall not apply for purposes of making valuations of shares of Common Stock for any purposes independent of, or unrelated to administration of, this agreement.

(q) “Founders Group” means Elizabeth P. Cutler, an individual; the Irrevocable Trust FBO Lucia Hodges Cutler u/t/d March 20, 2011; the Irrevocable Trust FBO Nina Plamondon Cutler u/t/d March 20, 2011; Julie J. Rice, an individual; the Trust F/B/O Parker R. Rice under Julie J. Rice 2011 GRAT and the Trust F/B/O Phoebe Rice under Julie J. Rice 2011 GRAT.

(r) “Good Reason” shall have the meaning set forth in the Employment Agreement (inclusive of any applicable notice and cure rights).

(s) “Grant Date” means the effective date of the Conversion.

(t) “Grantee” means Julie Rice, an individual.

(u) “Option Price” means the exercise price per share of Common Stock of the shares of Common Stock issuable on exercise of options evidenced hereby, as initially established in section 2(b) hereof and as such amount may be adjusted from time as provided in section 9 hereof.

(v) “Person” means any natural person, association, trust, business trust, cooperative, corporation, general partnership, joint venture, joint-stock company, limited partnership, limited liability company, real estate investment trust, regulatory body, governmental agency or instrumentality, unincorporated organization or other type of entity.

(w) “Public Offering” means any primary or secondary public offering of any securities of the Company pursuant to an effective registration statement under the Securities Act, other than pursuant to a registration statement on Form S-4 or Form S-8 or any successor or similar form, that results in the listing of a class of equity securities of the Company on the New York Stock Exchange or other national exchange or quotation system in the United States.

(x) “Redemption Agreement” means the redemption agreement of even date herewith by and among the Company, each of the members of the Founders Group and Equinox.

(y) “Sale Transaction” means any of the following, in a single transaction or a series of transactions:

(i) a sale, lease, license, transfer or other disposition of all or substantially all of the assets of the Company;

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(ii) the sale, issuance or transfer, or the acquisition of “beneficial ownership” (as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) by any person or “group” (as that term is defined in Rule 13d-5 of the Securities Exchange Act of 1934, as amended), of more than 50% of the voting power of the Company;

(iii) any merger, consolidation or similar business combination transaction following which less than a majority of the voting power of the entity resulting from such merger, consolidation or other transactions is owned by Persons who were holders of capital stock of the Company immediately prior to the effective date of such merger, consolidation or other transaction; and

(iv) the adoption of a plan for the liquidation, dissolution or winding-up of the affairs of the Company.

(z) “Securities Act” means the Securities Act of 1933, as amended.

(aa) “SoulCycle Inc.” means SoulCycle Inc., a Delaware corporation into which SoulCycle LLC will be converted on the effective date of the Conversion.

(bb) “Stated Expiration Date” means the date that is the tenth anniversary of the Grant Date.

(cc) “Withholding Taxes” means the aggregate minimum amount of federal, state, local and foreign income, payroll and other taxes that the Company and any Affiliates are required to withhold in connection with the exercise of all or any portion of the options evidenced by this agreement.

2. Grant of options.

(a) Confirmation of Grant.

(i) The Company hereby evidences and confirms its grant to the Grantee, effective as of the Grant Date, of options to purchase 11,111 shares of Common Stock.

(ii) The options evidenced hereby are intended to be non-incentive stock options.

(b) Option Price. The Option Price of the options evidenced hereby is $710 per share of Common Stock, which is equal to the Fair Market Value of a share of Common Stock on the Grant Date.

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3. Vesting and exercisability.

(a) Vesting. The options evidenced hereby shall, subject to section 4(c) hereof, vest and become exercisable to the extent of 1/36th of the number of shares of Common Stock issuable on exercise of the options evidenced hereby (adjusted for split, combinations, subdivisions and other similar changes in the Common Stock) on each of the 36 monthly anniversaries of the Grant Date next following the Grant Date, provided that, in the case of each such vesting date, either:

(i) the Grantee has been continuously employed by the Company from the Grant Date through such vesting date, or

(ii) if the employment of the Grantee with the Company has been terminated, it was terminated by the Company without Cause or by the Grantee for Good Reason.

(b) Acceleration of vesting. Notwithstanding section 3(a) hereof:

(i) the options evidenced hereby shall, unless earlier terminated, become fully vested and exercisable upon the occurrence of a Sale Transaction and shall thereafter expire on the Stated Expiration Date unless exercised in full earlier than the Stated Expiration Date; provided, however, that, if the Committee so determines and so notifies the Grantee in writing no less than 15 Business Days prior to the consummation of the Sale Transaction, the options evidenced hereby shall become exercisable in full during the three Business-Day period up to and including the date of the closing of the Sale Transaction and shall terminate immediately after the consummation of the Sale Transaction, provided, further that any such exercise may be conditioned by the Grantee upon consummation of such Sale Transaction; and

(ii) the Committee, in its sole discretion, may in any event accelerate the vesting of all or any portion of the options evidenced hereby at any time and from time to time.

4. Termination of options.

(a) Stated Expiration Date. Subject to section 4(c) hereof, the options evidenced hereby shall have a term of 10 years, beginning on the Grant Date and ending on the Stated Expiration Date, on which date they shall expire and be cancelled, in accordance with the terms hereof.

(b) Effect of termination of Grantee by the Company without Cause; voluntary termination by the Grantee with Good Reason. If the Grantee’s employment with the Company is terminated by the Company without Cause, or is terminated by the Grantee for Good Reason, all options evidenced hereby shall continue to vest and become exercisable as provided in section 3(a) and 3(b) hereof and shall expire on the Stated Expiration Date unless exercised in full earlier than the Stated Expiration Date.

(c) Voluntary termination by the Grantee without Good Reason; Termination for Cause; Termination due to death or the Grantee’s becoming Disabled.

(i) If the Grantee voluntarily terminates her employment with the Company without Good Reason or her employment with the Company terminates by reason of her death or her becoming Disabled, all options evidenced hereby to the extent not then vested shall automatically terminate and be canceled immediately upon such termination of employment.

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(ii) Following the Grantee’s voluntary termination of her employment without Good Reason, her death or her becoming Disabled, or termination of her employment for Cause, the Grantee or her estate or personal representative shall have the right to exercise any options evidenced hereby to the extent vested as of the date of such termination of employment but only until the first to occur of:

(A) the 90th day after the effective date of the Grantee’s termination of employment or, in the case of a termination for death or the Grantee’s becoming Disabled, the date 12 months from such effective date, and

(B) the Stated Expiration Date,

in which event all of the Grantee’s vested options shall expire on the applicable expiration date specified in clause (1) or (2) immediately above.

(d) Termination of a Grantee by the Company for Cause. Notwithstanding anything else contained in this agreement, if the Grantee’s employment with the Company is terminated by the Company for Cause, all unvested options evidenced hereby shall automatically terminate and be canceled immediately upon such termination of employment.

5. Restrictions on exercise; non-transferability of options.

(a) Restrictions on exercise. Once vested in accordance with the provisions of this agreement, the options evidenced hereby may be exercised only with respect to full shares of Common Stock. No fractional shares of Common Stock shall be issued. Notwithstanding any other provision of this agreement, the options evidenced hereby may not be exercised in whole or in part unless:

(i) all requisite approvals and consents of any governmental authority of any kind having jurisdiction over the exercise of the options evidenced hereby or the delivery of the Exercise Shares shall have been secured; provided that the Company shall use its commercially reasonable efforts to obtain any such approvals or consents,

(ii) the purchase of the shares of Common Stock upon the exercise of the options evidenced hereby shall be exempt from registration under applicable U.S. federal and state securities laws, or the purchase of the shares of Common Stock shall have been registered under such laws, and

(iii) all applicable U.S. federal, state and local tax withholding requirements shall have been satisfied.

(b) Non-transferability of options. The options evidenced hereby may be exercised only by the Grantee or, following her death or the Grantee’s becoming

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Disabled, by the Grantee’s estate or personal representative. The options evidenced hereby are not assignable or transferable, in whole or in part, and they may not, directly or indirectly, be offered, sold, transferred, pledged, assigned, or otherwise alienated or hypothecated or otherwise disposed of or encumbered (including without limitation by gift, operation of law or otherwise) other than by will or by the laws of descent and distribution to the estate of the Grantee upon the Grantee’s death.

(c) Grantee’s responsibility for taxes; withholding.

(i) The Grantee is solely responsible and liable for the satisfaction of all taxes and penalties that may arise in connection with the exercise of options evidenced hereby (including any taxes and penalties arising under section 409A of the Code), and neither the Company, nor any Affiliate, nor any of their employees, directors, or agents shall have any obligation to mitigate, indemnify, or to otherwise hold the Grantee harmless from any or all of such taxes.

(ii) Whenever shares of Common Stock are to be issued upon exercise of the options evidenced hereby, the Grantee shall remit to the Company an amount in cash sufficient to satisfy all applicable U.S. federal, state and local tax withholding requirements as a condition to the issuance of such shares of Common Stock. The Company shall, if requested by the Grantee, withhold shares of Common Stock valued for this purpose at their Fair Market Value as of the date of exercise to satisfy the minimum applicable withholding requirements, subject to any rules adopted by the Committee regarding compliance with applicable law, including, but not limited to, section 16(b) of the Exchange Act.

6. Manner of exercise.

(a) Options evidenced hereby may to the extent vested be exercised, in whole or in part, by notice to the Secretary of the Company in writing given at least 5 Business Days prior to the date as of which the Grantee will so exercise such options (the “Exercise Date”), specifying the number of whole shares of Common Stock with respect to which such options are being exercised (the “Exercise Shares”) and the aggregate Option Price for such Exercise Shares; provided that if the shares of Common Stock are traded on a U.S. national securities exchange, notice may be given 2 Business Days before the Exercise Date.

(b) Exercise shall occur by delivery of both written notice of exercise to the Secretary of the Company, and payment to the Company of the full exercise price for the shares of Common Stock being purchased, which shall be an amount equal to the product of the number of Exercise Shares and the Option Price (the “Exercise Price”), and an amount equal to all applicable Withholding Taxes required by reason of such exercise.

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(c) The methods of payment that the Grantee may utilize in exercising the options evidenced hereby include:

(i) cash or check payable to the Company (in U.S. dollars);

(ii) other shares of Common Stock that (1) are owned by the Grantee, (2) have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the shares of Common Stock as to which options evidenced hereby are being exercised, (3) are, at the time of such surrender, free and clear of any and all claims, pledges, liens and encumbrances, or any restrictions that would in any manner restrict the transfer of such shares to or by the Company, and (4) are duly endorsed for transfer to the Company;

(iii) a net exercise by surrendering to the Company shares of Common Stock otherwise receivable upon exercise of the options evidenced hereby; or

(iv) any combination of the foregoing methods of payment.

(d) Shares of Common Stock issuable upon exercise of options evidenced hereby shall be deemed effective and to have been issued as of the date on which the Company has received from the exercising Grantee or the Grantee’s representative a duly completed notice of exercise and sufficient payment in accordance with Section 6(c) above to cover the full exercise price due and all applicable Withholding Taxes required by reason of such exercise.

(e) As promptly as practicable following the Exercise Date, the Company shall deliver to the Grantee a certificate or certificates representing the Exercise Shares, registered in the name of the Grantee and bearing appropriate legends as provided in section 7(b) hereof.

(f) The Company may require the Grantee to furnish or execute such other documents as the Company reasonably deems necessary:

(i) to evidence such exercise,

(ii) to determine whether registration is then required under the Securities Act and

(iii) to comply with or satisfy the requirements of the Securities Act, applicable state securities laws or any other applicable law.

7. Grantee’s representations, warranties and covenants.

(a) Investment intention. The Grantee represents and warrants that the options evidenced hereby have been, and any Exercise Shares will be, acquired by the Grantee solely for the Grantee’s own account for investment and not with a view to or for sale in connection with any distribution thereof. The Grantee agrees that the Grantee will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of all or any portion of the options evidenced hereby or any of the Exercise Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of all or any portion of the options evidenced hereby or any of the Exercise Shares), except in compliance with the Securities Act and the rules and regulations of the U.S. Securities and Exchange Commission thereunder,

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and in compliance with applicable state or foreign securities or “blue sky” laws. The Grantee further understands, acknowledges and agrees that none of the Exercise Shares may be offered, sold, transferred, pledged, assigned, or otherwise alienated or hypothecated or otherwise disposed of unless the provisions of the Company’s certificate of incorporation as then in effect shall have been complied with.

(b) Legends. The Grantee acknowledges that, unless a registration statement shall then be in effect covering the resale of the Exercise Shares, any certificate representing the Exercise Shares shall bear the following legend:

“THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, TRANSFERRED OR OTHERWISE DISPOSED OF (EACH, A “TRANSFER”) UNLESS AND UNLESS REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS SUCH TRANSFER IS (A) EXEMPT FROM REGISTRATION OR IS OTHERWISE IN COMPLIANCE WITH THE ACT AND SUCH LAWS IN THE OPINION OF COUNSEL TO THE SHAREHOLDER, WHICH COUNSEL MUST BE, AND THE FORM AND SUBSTANCE OF WHICH OPINION ARE, REASONABLY SATISFACTORY TO THE ISSUER AND (B) IN COMPLIANCE WITH THE TERMS OF THE COMPANY’S CERTIFICATE OF INCORPORATION AND ANY AMENDMENTS, SUPPLEMENTS OR MODIFICATIONS THERETO.”

Unless a Public Offering shall have been consummated, any certificate representing the Exercise Shares shall bear the following additional legend:

“THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN THE COMPANY’S CERTIFICATE OF INCORPORATION, A COPY OF WHICH IS AVAILABLE FOR INSPECTION AT THE OFFICES OF THE COMPANY. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY, AND SUCH TRANSFER SHALL BE VOIDABLE, UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF THE COMPANY’S CERTIFICATE OF INCORPORATION.”

(c) Ability to bear risk. The Grantee covenants that the Grantee will not exercise all or any portion of the options evidenced hereby unless (i) the financial situation of the Grantee is such that the Grantee can afford to bear the economic risk of holding the Exercise Shares for an indefinite period and (ii) the Grantee can afford to suffer the complete loss of the Grantee’s investment in the Exercise Shares.

(d) Restriction on sale upon Public Offering. The Grantee agrees that, in the event the Company files a registration statement in connection with a Public Offering, the Grantee will not, without the prior written consent of the Company, effect any public sale or distribution of any of the Exercise Shares (other than as part of such Public Offering), including but not limited to, pursuant to Rule 144 or Rule 144A under the Securities Act, for the duration (not to exceed 20 days prior

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to and the 180 days after the effective date of such registration statement) specified by and to the extent requested by the Company and an underwriter of the Common Stock or other securities of the Company at any time during such period except Common Stock (or other securities) included in such registration; provided, however, that (i) all officers and directors of the Company and all persons with registration rights with respect to the Company’s capital stock enter into similar agreements; and (ii) the restrictions applicable to Grantee are no more restrictive than those applicable to any other shareholder, director or officer of the Company. The Grantee further understands and acknowledges that any sale, transfer or other disposition of the Exercise Shares by her following a Public Offering will be subject to compliance with, and may be limited under, the federal securities laws and/or state “blue sky” laws.

(e) Registration. As soon as practicable following a Public Offering, the Company shall use its commercially reasonable efforts to effect the registration under the Securities Act of all of the shares evidenced hereby, to the extent such shares are eligible for registration on Form S-8 (or other applicable form for registration relating to the sale of securities to employees or other service providers in a Company stock option plan or other equity incentive plan).

8. Representations and warranties of the Company. The Company represents and warrants to the Grantee that:

(a) the Company has been duly formed and is an existing limited liability company in good standing under the laws of the state of its formation,

(b) this agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and

(c) the Exercise Shares, when issued, delivered and paid for, upon exercise of the options evidenced hereby in accordance with the terms hereof, will be duly authorized, validly issued, fully paid and nonassessable, and free and clear of any liens or encumbrances other than those created pursuant to this agreement and the Company’s certificate of incorporation or otherwise in connection with the transactions contemplated hereby.

9. Change in capital structure; effect of excess dilution; most favored nations provision.

(a) The Committee shall equitably adjust the number and type of shares of Common Stock issuable on exercise of the options evidenced hereby, as well as the Option Price, to reflect any increase or decrease in the number or change in the character of issued shares of Common Stock resulting from a stock-split, reverse stock-split, stock dividend, extraordinary dividend (as determined by the Committee in its sole discretion) whether such dividend is payable in cash, other property or a combination of both, combination, recapitalization or reclassification of the shares of Common Stock, merger, consolidation, change in organization form, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt or payment of consideration by the Company. In the event of any such transaction or event, the Committee shall

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make such adjustments as necessary to preserve the benefits or potential benefits of the options evidenced hereby and may provide in substitution for the options evidenced hereby such alternative consideration (including cash or securities of any surviving entity) as it may in good faith determine to be equitable under the circumstances and may require in connection therewith the surrender of the option evidenced hereby. In any case, such substitution of cash or securities shall not require the consent of the Grantee. Except as expressly provided herein, if the Company issues for consideration shares of equity securities of any class or securities convertible into shares of equity securities of any class, the issuance shall not affect, and no adjustment by reason thereof shall be required to be made with respect to, the number or price of shares of Common Stock issuable on exercise of options evidenced hereby.

(b) In the event that the Company, at any time prior to the earlier of the closing of a Public Offering and December 31, 2016, adopts one or more equity compensation plans for directors, officers or employees of the Company that, when combined with options granted to Julie Rice and Elizabeth Cutler (without double counting), provides for the grant of options or awards covering more than 176,471 shares of Common Stock or their equivalent, the number of shares of Common Stock subject to the options evidenced hereby shall be increased by a factor equal to the ratio of:

(i) the sum of:

(A) the number of shares of Common Stock outstanding immediately following the Grant Date,

(B) the number of shares of Common Stock subject to option agreements between the Company and Julie Rice and Elizabeth Cutler, and

(C) the number of shares of Common Stock reserved for issuance in connection with such stock options plan or plans (without double counting of shares included under clause (B) above), to

(ii) 1, 176,471 shares of Common Stock, and:

the Option Price shall be decreased by a factor that is the reciprocal of the foregoing factor. The numbers in this section 9(b) shall be appropriately adjusted by the Committee to reflect any stock-split, reverse stock-split, stock dividend or other change in the number of character of the shares of Common Stock.

(c) In the event that the Company, at any time prior to the earlier of the closing of a Public Offering and December 31, 2016, adopts a stock option plan for employees of the Company that provides for the grant of options to purchase shares of Common Stock on terms more favorable to the holders of such options than the terms of this agreement are to the Grantee (other than Option Price, the number of shares of Common Stock issuable on exercise of options evidenced hereby, the Grant Date or the Stated Expiration Date), the Company shall offer to amend this agreement to change the terms of this agreement so as to make the terms of this agreement correspond to the terms of options granted under such stock option plan.

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10. Relationship to other benefits. Neither the grant of the options evidenced hereby nor any value received by the Grantee pursuant to this agreement shall be taken into account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Affiliate except to the extent otherwise expressly provided in writing in such other plan or an agreement thereunder.

11. No shareholder rights. Neither the Grantee nor any transferee or beneficiary of the Grantee shall have any rights as a shareholder of the Company with respect to any shares of Common Stock issuable on exercise of options evidenced hereby until the effective date (as set forth in Section 6(d) hereof) of the exercise by the Grantee or such transferee, or beneficiary in accordance with the terms of this agreement. Prior to such effective date, the Grantee shall not have the right to vote or to receive dividends or any other rights as a shareholder with respect to the shares of Common Stock issuable on exercise of options evidenced hereby. No adjustment will be made for a dividend or other right that is determined based on a record date prior to the effective date of the exercise of options represented hereby, except as otherwise specifically provided for herein.

12. Miscellaneous.

(a) Notices. All notices and other communications required or permitted to be given under this agreement shall be in writing and shall be deemed to have been given if delivered personally or sent by certified or express mail, return receipt requested, postage prepaid, or by any recognized international equivalent of such delivery, to the Company or the Grantee, at the following addresses or to such other address as the Company or the Grantee, shall specify by notice to the others:

(i) if to the Company, to it at:

SoulCycle Holdings, LLC

103 Warren Street

New York, New York 10007

Fax:

Telephone: (212) 406-1300

Attention: Elizabeth Cutler and Julie Rice

with a copy of written notices to:

Equinox Holdings, Inc.

895 Broadway

New York, New York 10003

Fax: (212) 780-9769

Telephone: (212) 774-6333

Attention: Harvey Spevak

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and with a copy of written notices to:

Equinox Holdings, Inc.

895 Broadway

New York, New York 10003

Fax: (212) 780-9769

Telephone: (646) 871-7463

Attention: Kevin Morris

(ii) if to the Grantee, to the Grantee at the address set forth on the signature page hereof with a copy of written notices to:

Steven E. Siesser, Esq.

Lowenstein Sandler LLP

1251 Avenue of the Americas, 18^th Floor

New York, New York 10020

Tel: (212) 204.8688

Fax: (973) 597.2507

All such notices and communications shall be deemed to have been received on the date of delivery if delivered personally or on the third Business Day after the mailing thereof, provided that the party giving such notice or communication shall have attempted to telephone the party or parties to which notice is being given during regular business hours on or before the day such notice or communication is being sent, to advise such party or parties that such notice is being sent.

(b) No right to employment. Nothing in this agreement shall be deemed to confer on the Grantee any right to continue in the employ of the Company, or to interfere with or limit in any way the right of the Company to terminate such employment at any time, subject to the terms and conditions of the Employment Agreement.

(c) Binding effect; benefits. This agreement shall be binding upon and inure to the benefit of the parties to this agreement and their respective successors and assigns, including, without limitation, SoulCycle Inc. immediately following the Conversion. Nothing in this agreement, express or implied, is intended or shall be construed to give any person other than the parties to this agreement or their respective successors or assigns any legal or equitable right, remedy or claim under or in respect of any agreement or any provision contained herein.

(d) Waiver. Any party hereto or beneficiary hereof may by written notice to the other parties:

(i) extend the time for the performance of any of the obligations or other actions of the other parties under this agreement,

(ii) waive compliance with any of the conditions or covenants of the other parties contained in this agreement and

(iii) waive or modify performance of any of the obligations of the other parties under this agreement.

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Except as provided in the preceding sentence, no action taken pursuant to this agreement, including, without limitation, any investigation by or on behalf of any party or beneficiary, shall be deemed to constitute a waiver by the party or beneficiary taking such action of compliance with any representations, warranties, covenants or agreements contained herein. The waiver by any party hereto or beneficiary hereof of a breach of any provision of this agreement shall not operate or be construed as a waiver of any preceding or succeeding breach and no failure by a party or beneficiary to exercise any right or privilege hereunder shall be deemed a waiver of such party’s or beneficiary’s rights or privileges hereunder or shall be deemed a waiver of such party’s or beneficiary’s rights to exercise the same at any subsequent time or times hereunder.

(e) Amendment. This agreement may not be amended, modified or supplemented orally, but only by a written instrument executed by the Grantee and the Company.

(f) Assignability. Neither this agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by the Grantee without the prior written consent of the Company.

(g) Applicable law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO PRINCIPLES OF CONFLICT OF LAWS THAT WOULD REQUIRE OR PERMIT APPLICATION OF THE LAW OF ANOTHER JURISDICTION.

(h) Section and other headings, etc. The section and other headings contained in this agreement are for reference purposes only and shall not affect the meaning or interpretation of this agreement.

(i) Counterparts. This agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Company and the Grantee have executed this agreement as of the date first above written.

The Company
SoulCycle Holdings, LLC, on behalf of itself and its successor by conversion, SoulCycle Inc.
By:
Name:	Larry Segall
Title:	Executive Vice President and Chief Financial Officer

[Signatures continue on next page]

[Signature Page to Rice 1% Option Agreement]

Grantee
Name:	Julie J. Rice
Address:

[Signature Page to Rice 1% Option Agreement]

Exhibit L

Rice 0.5% Option Agreement

Rice 0.5% option

Option Agreement, dated as of April 6, 2015, by and between SoulCycle Holdings, LLC, a Delaware limited liability company, and Julie Rice, an individual.

Preliminary statement

Certain capitalized terms used herein have the meanings indicated in section 1 hereof.

The Company has entered into the Redemption Agreement pursuant to which it will redeem Class A-1 Units and Class A-2 Units of the Company from members of the Founders Group, following which it will convert to a Delaware corporation to be called SoulCycle Inc. pursuant to section 265 of the Delaware General Corporation Law.

The Company desires to grant to the Grantee options to purchase shares of Common Stock, and the Grantee desires to have granted to her options to purchase shares of Common Stock, on the terms and subject to the conditions set forth herein.

The Company’s obligations under this agreement will be become obligations of SoulCycle Inc. upon the Conversion and thereafter all references to the Company and to shares of Common Stock herein shall be deemed to be references to SoulCycle Inc. and shares of Common Stock of SoulCycle Inc., respectively.

Accordingly, the parties hereto agree as follows.

Agreement

1. Certain Definitions. The following terms, when used herein, have the following meanings.

(a) “Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls or is controlled by or under common control with such Person. For the purposes of this definition, “control,” when used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person or the power to elect directors or managers, whether through the ownership of voting securities, by contract or otherwise; and the terms “affiliated,” “controlling” and “controlled” have meanings correlative to the foregoing.

(b) “Board” means the board of directors of the Company.

(c) “Business Day” means any day on which national banks are open for business in the City of New York, New York.

(d) “Cause” shall have the meaning set forth in the Employment Agreement (inclusive of any applicable notice and cure rights).

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(e) “Committee” means:

(i) if the Board has established a committee of the Board to administer this agreement, then such committee, provided that the term “Committee” means (A) the Board when acting at any time in lieu of the Committee and (B) with respect to any decision involving this agreement intended to satisfy the requirements of Code section 162(m), a committee consisting of two or more directors of the Company who are “outside directors” within the meaning of Code section 162(m).

(ii) if the Board has not established a committee of the Board to administer this agreement, then the Board.

(f) “Common Stock” means:

(i) prior to a Public Offering, the Class A common stock, par value $0.01 per share, of the Company, and

(ii) thereafter, the common stock of the Company as then constituted.

(g) “Company” means:

(i) from the date hereof until the effective date of the Conversion, SoulCycle Holdings, LLC, a Delaware limited liability company, and

(ii) thereafter, SoulCycle Inc.

(h) “Conversion” means the conversion of SoulCycle Holdings, LLC into SoulCycle Inc., which conversion will become effective on the date on which SoulCycle Holdings LLC files a certificate of conversion with the office of the Secretary of State of the State of Delaware immediately following the closing under the Redemption Agreement.

(i) “Disabled” shall have the meaning set forth in the Employment Agreement.

(j) “Employment Agreement” means the Amended and Restated Employment Agreement, of even date herewith, by and between the Company and the Grantee.

(k) “Equinox” means Equinox Holdings, Inc., a Delaware corporation.

(l) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(m) “Exercise Date” has the meaning given such term in section 6(a) hereof.

(n) “Exercise Price” has the meaning given such term in section 6(b) hereof.

(o) “Exercise Shares” has the meaning given such term in section 6(a) hereof.

(p) “Fair Market Value” of a share of Common Stock as of any date shall mean the fair market value of a share of Common Stock, which shall be determined based upon a third party appraisal by a reputable firm having no material relationship with either the Grantee, on the one hand, or the Company and/or any of its Affiliates, on the other hand, of the fair market value of the Company (based on

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the value of its outstanding Common Stock), which third party appraisal shall not be required to be conducted more than once per calendar year; provided that, in the event that the Fair Market Value is to be determined following a Public Offering, Fair Market Value shall mean the average of the high and low trading price of a share of Common Stock on the applicable date; and provided further that, in all instances, a determination of Fair Market Value shall be made in compliance with Section 409A of the Code and without any discount for minority interest or lack of marketability. This definition of “Fair Market Value” shall not apply for purposes of making valuations of shares of Common Stock for any purposes independent of, or unrelated to administration of, this agreement.

(q) “Founders Group” means Elizabeth P. Cutler, an individual; the Irrevocable Trust FBO Lucia Hodges Cutler u/t/d March 20, 2011; the Irrevocable Trust FBO Nina Plamondon Cutler u/t/d March 20, 2011; Julie J. Rice, an individual; the Trust F/B/O Parker R. Rice under Julie J. Rice 2011 GRAT and the Trust F/B/O Phoebe Rice under Julie J. Rice 2011 GRAT.

(r) “Good Reason” shall have the meaning set forth in the Employment Agreement (inclusive of any applicable notice and cure rights).

(s) “Grant Date” means the effective date of the Conversion.

(t) “Grantee” means Julie Rice, an individual.

(u) “Option Price” means the exercise price per share of Common Stock of the shares of Common Stock issuable on exercise of options evidenced hereby, as initially established in section 2(b) hereof and as such amount may be adjusted from time as provided in section 9 hereof.

(v) “Person” means any natural person, association, trust, business trust, cooperative, corporation, general partnership, joint venture, joint-stock company, limited partnership, limited liability company, real estate investment trust, regulatory body, governmental agency or instrumentality, unincorporated organization or other type of entity.

(w) “Public Offering” means any primary or secondary public offering of any securities of the Company pursuant to an effective registration statement under the Securities Act, other than pursuant to a registration statement on Form S-4 or Form S-8 or any successor or similar form, that results in the listing of a class of equity securities of the Company on the New York Stock Exchange or other national exchange or quotation system in the United States.

(x) “Redemption Agreement” means the redemption agreement of even date herewith by and among the Company, each of the members of the Founders Group and Equinox.

(y) “Sale Transaction” means any of the following, in a single transaction or a series of transactions:

(i) a sale, lease, license, transfer or other disposition of all or substantially all of the assets of the Company;

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(ii) the sale, issuance or transfer, or the acquisition of “beneficial ownership” (as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) by any person or “group” (as that term is defined in Rule 13d-5 of the Securities Exchange Act of 1934, as amended), of more than 50% of the voting power of the Company;

(iii) any merger, consolidation or similar business combination transaction following which less than a majority of the voting power of the entity resulting from such merger, consolidation or other transactions is owned by Persons who were holders of capital stock of the Company immediately prior to the effective date of such merger, consolidation or other transaction; and

(iv) the adoption of a plan for the liquidation, dissolution or winding-up of the affairs of the Company.

(z) “Securities Act” means the Securities Act of 1933, as amended.

(aa) “SoulCycle Inc.” means SoulCycle Inc., a Delaware corporation into which SoulCycle LLC will be converted on the effective date of the Conversion.

(bb) “Stated Expiration Date” means the date that is the tenth anniversary of the Grant Date.

(cc) “Withholding Taxes” means the aggregate minimum amount of federal, state, local and foreign income, payroll and other taxes that the Company and any Affiliates are required to withhold in connection with the exercise of all or any portion of the options evidenced by this agreement.

2. Grant of options.

(a) Confirmation of Grant.

(i) The Company hereby evidences and confirms its grant to the Grantee, effective as of the Grant Date, of options to purchase 5,556 shares of Common Stock.

(ii) The options evidenced hereby are intended to be non-incentive stock options.

(b) Option Price.

(i) If the options evidenced hereby vest and become exercisable pursuant to section 3(a) hereof, the Option Price of the options evidenced hereby shall be equal to the price per share at which Common Stock is offered for sale by the Company in the Company’s initial Public Offering, but in no event less than the Fair Market Value of a share of Common Stock on the Grant Date.

(ii) If the options evidenced hereby vest and become exercisable pursuant to section 3(b) hereof, the Option Price of the options evidenced hereby shall be $710 per share of Common Stock, which is equal to the Fair Market Value of a share of Common Stock on the Grant Date.

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3. Vesting and exercisability.

(a) Vesting. The options evidenced hereby shall, unless earlier terminated, vest and become exercisable upon the closing of the Company’s initial Public Offering.

(b) Acceleration of vesting. Notwithstanding section 3(a) hereof:

(i) the options evidenced hereby shall become fully vested and exercisable upon the occurrence of a Sale Transaction and shall thereafter expire on the Stated Expiration Date unless exercised in full earlier than the Stated Expiration Date; provided, however, that, if the Committee so determines and so notifies the Grantee in writing no less than 15 Business Days prior to the consummation of the Sale Transaction, the options evidenced hereby shall become exercisable in full during the three Business-Day period up to and including the date of the closing of the Sale Transaction and shall terminate immediately after the consummation of the Sale Transaction, provided, further, that any such exercise may be conditioned by the Grantee upon consummation of such Sale Transaction; and

(ii) the Committee, in its sole discretion, may in any event accelerate the vesting of all or any portion of the options evidenced hereby at any time and from time to time.

4. Termination of options.

(a) Stated Expiration Date. Subject to section 4(c) hereof, the options evidenced hereby shall have a term of 10 years, beginning on the Grant Date and ending on the Stated Expiration Date, on which date they shall expire and be cancelled, in accordance with the terms hereof.

(b) Effect of termination of Grantee by the Company without Cause; voluntary termination by the Grantee with Good Reason. If the Grantee’s employment with the Company is terminated by the Company without Cause, or is terminated by the Grantee for Good Reason, all options evidenced hereby shall continue to vest and become exercisable as provided in section 3(a) and 3(b) hereof and shall expire on the Stated Expiration Date unless exercised in full earlier than the Stated Expiration Date.

(c) Voluntary termination by the Grantee without Good Reason; Termination For Cause; Termination due to death or the Grantee’s becoming Disabled.

(i) If the Grantee voluntarily terminates her employment with the Company without Good Reason or her employment with the Company terminates by reason of her death or her becoming Disabled, all options evidenced hereby to the extent not then vested shall automatically terminate and be canceled immediately upon such termination of employment.

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(ii) Following the Grantee’s voluntary termination of her employment without Good Reason, her death or her becoming Disabled, or termination of her employment for Cause, the Grantee or her estate or personal representative shall have the right to exercise any options evidenced hereby to the extent vested as of the date of such termination of employment but only until the first to occur of:

(A) the 90th day after the effective date of the Grantee’s termination of employment or, in the case of a termination for death or the Grantee’s becoming Disabled, the date 12 months from such effective date, and

(B) the Stated Expiration Date,

in which event all of the Grantee’s vested options shall expire on the applicable expiration date specified in clause (1) or (2) immediately above.

(d) Termination of a Grantee by the Company for Cause. Notwithstanding anything else contained in this agreement, if the Grantee’s employment with the Company is terminated by the Company for Cause, all unvested options evidenced hereby shall automatically terminate and be canceled immediately upon such termination of employment.

5. Restrictions on exercise; non-transferability of options.

(a) Restrictions on exercise. Once vested in accordance with the provisions of this agreement, the options evidenced hereby may be exercised only with respect to full shares of Common Stock. No fractional shares of Common Stock shall be issued. Notwithstanding any other provision of this agreement, the options evidenced hereby may not be exercised in whole or in part unless:

(i) all requisite approvals and consents of any governmental authority of any kind having jurisdiction over the exercise of the options evidenced hereby or the delivery of the Exercise Shares shall have been secured; provided that the Company shall use its commercially reasonable efforts to obtain any such approvals or consents,

(ii) the purchase of the shares of Common Stock upon the exercise of the options evidenced hereby shall be exempt from registration under applicable U.S. federal and state securities laws, or the purchase of the shares of Common Stock shall have been registered under such laws, and

(iii) all applicable U.S. federal, state and local tax withholding requirements shall have been satisfied.

(b) Non-transferability of options. The options evidenced hereby may be exercised only by the Grantee or, following her death or the Grantee’s becoming Disabled, by the Grantee’s estate or personal representative. The options evidenced hereby are not assignable or transferable, in whole or in part, and they may not, directly or indirectly, be offered, sold, transferred, pledged, assigned, or

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otherwise alienated or hypothecated or otherwise disposed of or encumbered (including without limitation by gift, operation of law or otherwise) other than by will or by the laws of descent and distribution to the estate of the Grantee upon the Grantee’s death.

(c) Grantee’s responsibility for taxes; withholding.

(i) The Grantee is solely responsible and liable for the satisfaction of all taxes and penalties that may arise in connection with the exercise of options evidenced hereby (including any taxes and penalties arising under section 409A of the Code), and neither the Company, nor any Affiliate, nor any of their employees, directors, or agents shall have any obligation to mitigate, indemnify, or to otherwise hold the Grantee harmless from any or all of such taxes.

(ii) Whenever shares of Common Stock are to be issued upon exercise of the options evidenced hereby, the Grantee shall remit to the Company an amount in cash sufficient to satisfy all applicable U.S. federal, state and local tax withholding requirements as a condition to the issuance of such shares of Common Stock. The Company shall, if requested by the Grantee, withhold shares of Common Stock valued for this purpose at their Fair Market Value as of the date of exercise to satisfy the minimum applicable withholding requirements, subject to any rules adopted by the Committee regarding compliance with applicable law, including, but not limited to, section 16(b) of the Exchange Act.

6. Manner of exercise.

(a) Options evidenced hereby may to the extent vested be exercised, in whole or in part, by notice to the Secretary of the Company in writing given at least 5 Business Days prior to the date as of which the Grantee will so exercise such options (the “Exercise Date”), specifying the number of whole shares of Common Stock with respect to which such options are being exercised (the “Exercise Shares”) and the aggregate Option Price for such Exercise Shares; provided that if the shares of Common Stock are traded on a U.S. national securities exchange, notice may be given 2 Business Days before the Exercise Date.

(b) Exercise shall occur by delivery of both written notice of exercise to the Secretary of the Company, and payment to the Company of the full exercise price for the shares of Common Stock being purchased, which shall be an amount equal to the product of the number of Exercise Shares and the Option Price (the “Exercise Price”), and an amount equal to all applicable Withholding Taxes required by reason of such exercise.

(c) The methods of payment that the Grantee may utilize in exercising the options evidenced hereby include:

(i) cash or check payable to the Company (in U.S. dollars);

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(ii) other shares of Common Stock that (1) are owned by the Grantee, (2) have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the shares of Common Stock as to which options evidenced hereby are being exercised, (3) are, at the time of such surrender, free and clear of any and all claims, pledges, liens and encumbrances, or any restrictions that would in any manner restrict the transfer of such shares to or by the Company, and (4) are duly endorsed for transfer to the Company;

(iii) a net exercise by surrendering to the Company shares of Common Stock otherwise receivable upon exercise of the options evidenced hereby; or

(iv) any combination of the foregoing methods of payment.

(d) Shares of Common Stock issuable upon exercise of options evidenced hereby shall be deemed effective and to have been issued as of the date on which the Company has received from the exercising Grantee or the Grantee’s representative a duly completed notice of exercise and sufficient payment in accordance with Section 6(c) above to cover the full exercise price due and all applicable Withholding Taxes required by reason of such exercise.

(e) As promptly as practicable following the Exercise Date, the Company shall deliver to the Grantee a certificate or certificates representing the Exercise Shares, registered in the name of the Grantee and bearing appropriate legends as provided in section 7(b) hereof.

(f) The Company may require the Grantee to furnish or execute such other documents as the Company reasonably deems necessary:

(i) to evidence such exercise,

(ii) to determine whether registration is then required under the Securities Act and

(iii) to comply with or satisfy the requirements of the Securities Act, applicable state securities laws or any other applicable law.

7. Grantee’s representations, warranties and covenants.

(a) Investment intention. The Grantee represents and warrants that the options evidenced hereby have been, and any Exercise Shares will be, acquired by the Grantee solely for the Grantee’s own account for investment and not with a view to or for sale in connection with any distribution thereof. The Grantee agrees that the Grantee will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of all or any portion of the options evidenced hereby or any of the Exercise Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of all or any portion of the options evidenced hereby or any of the Exercise Shares), except in compliance with the Securities Act and the rules and regulations of the U.S. Securities and Exchange Commission thereunder, and in compliance with applicable state or foreign securities or “blue sky” laws. The Grantee further understands, acknowledges and agrees that none of the

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Exercise Shares may be offered, sold, transferred, pledged, assigned, or otherwise alienated or hypothecated or otherwise disposed of unless the provisions of the Company’s certificate of incorporation as then in effect shall have been complied with.

(b) Legends. The Grantee acknowledges that, unless a registration statement shall then be in effect covering the resale of the Exercise Shares, any certificate representing the Exercise Shares shall bear the following legend:

“THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, TRANSFERRED OR OTHERWISE DISPOSED OF (EACH, A “TRANSFER”) UNLESS AND UNLESS REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS SUCH TRANSFER IS (A) EXEMPT FROM REGISTRATION OR IS OTHERWISE IN COMPLIANCE WITH THE ACT AND SUCH LAWS IN THE OPINION OF COUNSEL TO THE SHAREHOLDER, WHICH COUNSEL MUST BE, AND THE FORM AND SUBSTANCE OF WHICH OPINION ARE, REASONABLY SATISFACTORY TO THE ISSUER AND (B) IN COMPLIANCE WITH THE TERMS OF THE COMPANY’S CERTIFICATE OF INCORPORATION AND ANY AMENDMENTS, SUPPLEMENTS OR MODIFICATIONS THERETO.”

Unless a Public Offering shall have been consummated, any certificate representing the Exercise Shares shall bear the following additional legend:

“THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN THE COMPANY’S CERTIFICATE OF INCORPORATION, A COPY OF WHICH IS AVAILABLE FOR INSPECTION AT THE OFFICES OF THE COMPANY. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY, AND SUCH TRANSFER SHALL BE VOIDABLE, UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF THE COMPANY’S CERTIFICATE OF INCORPORATION.”

(c) Ability to bear risk. The Grantee covenants that the Grantee will not exercise all or any portion of the options evidenced hereby unless (i) the financial situation of the Grantee is such that the Grantee can afford to bear the economic risk of holding the Exercise Shares for an indefinite period and (ii) the Grantee can afford to suffer the complete loss of the Grantee’s investment in the Exercise Shares.

(d) Restriction on sale upon Public Offering. The Grantee agrees that, in the event the Company files a registration statement in connection with a Public Offering, the Grantee will not, without the prior written consent of the Company, effect any public sale or distribution of any of the Exercise Shares (other than as part of such Public Offering), including but not limited to, pursuant to Rule 144 or Rule 144A under the Securities Act, for the duration (not to exceed 20 days prior to and the 180 days after the effective date of such registration statement) specified by and to the extent requested by the Company and an underwriter of

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the Common Stock or other securities of the Company at any time during such period except Common Stock (or other securities) included in such registration; provided, however, that (i) all officers and directors of the Company and all persons with registration rights with respect to the Company’s capital stock enter into similar agreements; and (ii) the restrictions applicable to Grantee are no more restrictive than those applicable to any other shareholder, director or officer of the Company. The Grantee further understands and acknowledges that any sale, transfer or other disposition of the Exercise Shares by her following a Public Offering will be subject to compliance with, and may be limited under, the federal securities laws and/or state “blue sky” laws.

(e) Registration. As soon as practicable following a Public Offering, the Company shall use its commercially reasonable efforts to effect the registration under the Securities Act of all of the shares evidenced hereby, to the extent such shares are eligible for registration on Form S-8 (or other applicable form for registration relating to the sale of securities to employees or other service providers in a Company stock option plan or other equity incentive plan).

8. Representations and warranties of the Company. The Company represents and warrants to the Grantee that:

(a) the Company has been duly formed and is an existing limited liability company in good standing under the laws of the state of its formation,

(b) this agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and

(c) the Exercise Shares, when issued, delivered and paid for, upon exercise of the options evidenced hereby in accordance with the terms hereof, will be duly authorized, validly issued, fully paid and nonassessable, and free and clear of any liens or encumbrances other than those created pursuant to this agreement and the Company’s certificate of incorporation or otherwise in connection with the transactions contemplated hereby.

9. Change in capital structure; effect of excess dilution; most favored nations provision.

(a) The Committee shall equitably adjust the number and type of shares of Common Stock issuable on exercise of the options evidenced hereby, as well as the Option Price, to reflect any increase or decrease in the number or change in the character of issued shares of Common Stock resulting from a stock-split, reverse stock-split, stock dividend, extraordinary dividend (as determined by the Committee in its sole discretion) whether such dividend is payable in cash, other property or a combination of both, combination, recapitalization or reclassification of the shares of Common Stock, merger, consolidation, change in organization form, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt or payment of consideration by the Company. In the event of any such transaction or event, the Committee shall make such adjustments as necessary to preserve the benefits or potential benefits of the options evidenced hereby and may provide in substitution for the

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options evidenced hereby such alternative consideration (including cash or securities of any surviving entity) as it may in good faith determine to be equitable under the circumstances and may require in connection therewith the surrender of the option evidenced hereby. In any case, such substitution of cash or securities shall not require the consent of the Grantee. Except as expressly provided herein, if the Company issues for consideration shares of equity securities of any class or securities convertible into shares of equity securities of any class, the issuance shall not affect, and no adjustment by reason thereof shall be required to be made with respect to, the number or price of shares of Common Stock issuable on exercise of options evidenced hereby.

(b) In the event that the Company, at any time prior to the earlier of the closing of a Public Offering and December 31, 2016, adopts one or more equity compensation plans for directors, officers or employees of the Company that, when combined with options granted to Julie Rice and Elizabeth Cutler (without double counting), provides for the grant of options or awards covering more than 176,471 shares of Common Stock or their equivalent, the number of shares of Common Stock subject to the options evidenced hereby shall be increased by a factor equal to the ratio of:

(i) the sum of:

(A) the number of shares of Common Stock outstanding immediately following the Grant Date,

(B) the number of shares of Common Stock subject to option agreements between the Company and Julie Rice and Elizabeth Cutler, and

(C) the number of shares of Common Stock reserved for issuance in connection with such stock options plan or plans (without double counting of shares included under clause (B) above), to

(ii) 1, 176,471 shares of Common Stock, and:

the Option Price shall be decreased by a factor that is the reciprocal of the foregoing factor. The numbers in this section 9(b) shall be appropriately adjusted by the Committee to reflect any stock-split, reverse stock-split, stock dividend or other change in the number of character of the shares of Common Stock.

(c) In the event that the Company, at any time prior to the earlier of the closing of a Public Offering and December 31, 2016, adopts a stock option plan for employees of the Company that provides for the grant of options to purchase shares of Common Stock on terms more favorable to the holders of such options than the terms of this agreement are to the Grantee (other than Option Price, the number of shares of Common Stock issuable on exercise of options evidenced hereby, the Grant Date or the Stated Expiration Date), the Company shall offer to amend this agreement to change the terms of this agreement so as to make the terms of this agreement correspond to the terms of options granted under such stock option plan.

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10. Relationship to other benefits. Neither the grant of the options evidenced hereby nor any value received by the Grantee pursuant to this agreement shall be taken into account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Affiliate except to the extent otherwise expressly provided in writing in such other plan or an agreement thereunder.

11. No shareholder rights. Neither the Grantee nor any transferee or beneficiary of the Grantee shall have any rights as a shareholder of the Company with respect to any shares of Common Stock issuable on exercise of options evidenced hereby until the effective date (as set forth in Section 6(d) hereof) of the exercise by the Grantee or such transferee, or beneficiary in accordance with the terms of this agreement. Prior to such effective date, the Grantee shall not have the right to vote or to receive dividends or any other rights as a shareholder with respect to the shares of Common Stock issuable on exercise of options evidenced hereby. No adjustment will be made for a dividend or other right that is determined based on a record date prior to the effective date of the exercise of options represented hereby, except as otherwise specifically provided for herein.

12. Miscellaneous.

(a) Notices. All notices and other communications required or permitted to be given under this agreement shall be in writing and shall be deemed to have been given if delivered personally or sent by certified or express mail, return receipt requested, postage prepaid, or by any recognized international equivalent of such delivery, to the Company or the Grantee, at the following addresses or to such other address as the Company or the Grantee, shall specify by notice to the others:

(i) if to the Company, to it at:

SoulCycle Holdings, LLC

103 Warren Street

New York, New York 10007

Fax:

Telephone: (212) 406-1300

Attention: Elizabeth Cutler and Julie Rice

with a copy of written notices to:

Equinox Holdings, Inc.

895 Broadway

New York, New York 10003

Fax: (212) 780-9769

Telephone: (212) 774-6333

Attention: Harvey Spevak

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and with a copy of written notices to:

Equinox Holdings, Inc.

895 Broadway

New York, New York 10003

Fax: (212) 780-9769

Telephone: (646) 871-7463

Attention: Kevin Morris

(ii) if to the Grantee, to the Grantee at the address set forth on the signature page hereof with a copy of written notices to:

Steven E. Siesser, Esq.

Lowenstein Sandler LLP

1251 Avenue of the Americas, 18^th Floor

New York, New York 10020

Tel: (212) 204.8688

Fax: (973) 597.2507

All such notices and communications shall be deemed to have been received on the date of delivery if delivered personally or on the third Business Day after the mailing thereof, provided that the party giving such notice or communication shall have attempted to telephone the party or parties to which notice is being given during regular business hours on or before the day such notice or communication is being sent, to advise such party or parties that such notice is being sent.

(b) No right to employment. Nothing in this agreement shall be deemed to confer on the Grantee any right to continue in the employ of the Company, or to interfere with or limit in any way the right of the Company to terminate such employment at any time, subject to the terms and conditions of the Employment Agreement.

(c) Binding effect; benefits. This agreement shall be binding upon and inure to the benefit of the parties to this agreement and their respective successors and assigns, including, without limitation, SoulCycle Inc. immediately following the Conversion. Nothing in this agreement, express or implied, is intended or shall be construed to give any person other than the parties to this agreement or their respective successors or assigns any legal or equitable right, remedy or claim under or in respect of any agreement or any provision contained herein.

(d) Waiver. Any party hereto or beneficiary hereof may by written notice to the other parties:

(i) extend the time for the performance of any of the obligations or other actions of the other parties under this agreement,

(ii) waive compliance with any of the conditions or covenants of the other parties contained in this agreement and

(iii) waive or modify performance of any of the obligations of the other parties under this agreement.

Except as provided in the preceding sentence, no action taken pursuant to this agreement, including, without limitation, any investigation by or on behalf of any party or beneficiary, shall be deemed to constitute a waiver by the party or beneficiary taking such action of compliance with any representations,

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warranties, covenants or agreements contained herein. The waiver by any party hereto or beneficiary hereof of a breach of any provision of this agreement shall not operate or be construed as a waiver of any preceding or succeeding breach and no failure by a party or beneficiary to exercise any right or privilege hereunder shall be deemed a waiver of such party’s or beneficiary’s rights or privileges hereunder or shall be deemed a waiver of such party’s or beneficiary’s rights to exercise the same at any subsequent time or times hereunder.

(e) Amendment. This agreement may not be amended, modified or supplemented orally, but only by a written instrument executed by the Grantee and the Company.

(f) Assignability. Neither this agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by the Grantee without the prior written consent of the Company.

(g) Applicable law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO PRINCIPLES OF CONFLICT OF LAWS THAT WOULD REQUIRE OR PERMIT APPLICATION OF THE LAW OF ANOTHER JURISDICTION.

(h) Section and other headings, etc. The section and other headings contained in this agreement are for reference purposes only and shall not affect the meaning or interpretation of this agreement.

(i) Counterparts. This agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Company and the Grantee have executed this agreement as of the date first above written.

The Company
SoulCycle Holdings, LLC, on behalf of itself and its successor by conversion, SoulCycle Inc.
By:
Name:	Larry Segall
Title:	Executive Vice President and Chief Financial Officer

[Signatures continue on next page]

[Signature Page to Rice 0.5% Option Agreement]

Grantee
Name:	Julie J. Rice
Address:

[Signature Page to Rice 0.5% Option Agreement]

Exhibit M

Registration Rights Agreement

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of the 6^th day of April, 2015, by and among SoulCycle Holdings, LLC, a Delaware limited liability company (“SCH”), that will convert into a Delaware corporation pursuant to the Redemption Agreement (as defined herein) (following the conversion, the “Company”), each of the persons (including the Founders (as defined herein) in their capacities as Investors) listed on Schedule A hereto, each of which is referred to in this Agreement as a “Investor” and, solely for purposes of the provisions herein expressly relating to the Founders (as defined herein), the Founders in their capacities as Founders.

RECITALS

WHEREAS, the Company and the Founders are parties to the Redemption Agreement, dated April 6, 2015 (the “Redemption Agreement”), pursuant to which, among things, SCH will convert into the Company upon the filing of a certificate of conversion required thereby; and

WHEREAS, in connection with the transactions contemplated by the Redemption Agreement, the Investors, the Founders and the Company desire to enter into this Agreement, which shall, among other things, govern the rights of the Investors to cause the Company to register shares of Common Stock issued or issuable to the Investors in connection with the transactions contemplated by the Redemption Agreement.

NOW, THEREFORE, the parties hereby agree as follows:

1. Definitions. For purposes of this Agreement:

1.1 “Affiliate” means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with such Person, including without limitation any general partner, managing member, officer or director of such Person or any fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.

1.2 “Class A Common Stock” means shares of the Company’s common stock, par value $0.01 per share.

1.3 “Class B Common Stock” means shares of the Company’s common stock, par value $0.01 per share.

1.4 “Common Stock” means, prior to an IPO shares of Class A Common Stock and Class B Common Stock, and thereasfer, the common stock of the Company (or any successor thereto) as then constituted.

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1.5 “Conversion” means the conversion of SCH into the Company pursuant to a certificate of conversion undertaken in accordance with the Redemption Agreement.

1.6 “Damages” means any loss, damage, claim or liability (joint or several) to which a party hereto may become subject under the Securities Act, the Exchange Act, or other federal or state law, insofar as such loss, damage, claim or liability (or any action in respect thereof) arises out of or is based upon: (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement of the Company, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto; (ii) an omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; or (iii) any violation or alleged violation by the indemnifying party (or any of its agents or Affiliates) of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act, or any state securities law applicable to the Company and relating to action or inaction required of the Company in connection with any offering covered by such registration, qualification or compliance.

1.7 “Derivative Securities” means any securities or rights convertible into, or exercisable or exchangeable for (in each case, directly or indirectly), Common Stock, including options and warrants.

1.8 “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

1.9 “Excluded Registration” means (i) a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to an incentive stock, stock option, stock purchase, or similar plan; (ii) a registration relating to an SEC Rule 145 transaction; (iii) a registration in connection with an exchange offer or a rights offering exclusively to holders of existing securities or otherwise pursuant to a dividend reinvestment plan; (iv) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; (v) a registration on any registration form on which the Company is not permitted to register resales; (vi) a shelf registration under Rule 415 under the Securities Act for the account of the Company; or (vii) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered.

1.10 “Form S-1” means such form under the Securities Act as in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the SEC.

1.11 “Form S-3” means such form under the Securities Act as in effect on the date hereof or any registration form under the Securities Act subsequently adopted by the SEC that permits incorporation of substantial information by reference to other documents filed by the Company with the SEC.

1.12 “Founders” means each of Elizabeth P. Cutler, Irrevocable Trust FBO Lucia Hodges Cutler u/t/d March 20, 2011, the Irrevocable Trust FBO Nina Plamondon Cutler u/t/d March 20, 2011, Julie J. Rice, the Trust F/B/O Parker R. Rice under Julie J. Rice 2011 GRAT and the Trust F/B/O Phoebe Rice under Julie J. Rice 2011 GRAT.

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1.13 “GAAP” means generally accepted accounting principles in the United States.

1.14 “Holder” means any holder of Registrable Securities who is a party to this Agreement.

1.15 “Immediate Family Member” means a child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including, adoptive relationships, of a natural person referred to herein.

1.16 “Initiating Holders” means, collectively, Holders who properly initiate a registration request under this Agreement.

1.17 “IPO” means the Company’s first underwritten public offering of its Common Stock under the Securities Act.

1.18 “New Securities” means, collectively, equity securities of the Company, whether or not currently authorized, as well as rights, options, or warrants to purchase such equity securities, or securities of any type whatsoever that are, or may become, convertible or exchangeable into or exercisable for such equity securities.

1.19 “Person” means any individual, corporation, partnership, trust, limited liability company, association or other entity.

1.20 “Registrable Securities” means (i) any Common Stock, or any Common Stock issued or issuable (directly or indirectly) upon conversion and/or exercise of any securities of the Company, acquired by the Investors or their Permitted Transferees after the date hereof; and (ii) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, the shares referenced in clause (i) above; excluding in all cases, however, any Registrable Securities sold by a Person in a transaction in which the applicable rights under this Agreement are not assigned pursuant to Subsection 3.1, and excluding for purposes of Section 2 any shares for which registration rights have terminated pursuant to Subsection 2.12 of this Agreement.

1.21 “Registrable Securities then outstanding” means the number of shares determined by adding the number of shares of outstanding Common Stock that are Registrable Securities and the number of shares of Common Stock issuable (directly or indirectly) pursuant to then exercisable and/or convertible securities that are Registrable Securities.

1.22 “Restricted Securities” means shares of Common Stock that are Registrable Securities until the earlier to occur of (i) a Form S-1 registration statement or Form S-3 registration statement has been filed and declared effective by the SEC with respect to such Registrable Securities or (ii) such Registrable Securities may be sold without restriction under SEC Rule 144.

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1.23 “SCH” means SoulCycle Holdings, LLC, a Delaware limited liability company and predecessor of the Company prior to the Conversion.

1.24 “SEC” means the Securities and Exchange Commission.

1.25 “SEC Rule 144” means Rule 144 promulgated by the SEC under the Securities Act.

1.26 “SEC Rule 145” means Rule 145 promulgated by the SEC under the Securities Act.

1.27 “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

1.28 “Selling Expenses” means all underwriting discounts, selling commissions, and stock transfer taxes applicable to the sale of Registrable Securities, and fees and disbursements of counsel for any Holder, except for the fees and disbursements of the Selling Holder Counsel borne and paid by the Company as provided in Subsection 2.6.

2. Registration Rights. The Company covenants and agrees as follows:

2.1 Demand Registration.

(a) Form S-1 Demand. If at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of thirty percent (30%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least forty percent (40%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $10 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(c) and 2.3.

(b) Form S-3 Demand. If at any time when it is eligible to use a Form S-3 registration statement, the Company receives a request from Holders of at least thirty percent (30%) of the Registrable Securities then outstanding that the Company file a Form S-3 registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $5 million, then the Company shall (i) within ten (10) days after the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any

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event within forty-five (45) days after the date such request is given by the Initiating Holders, file a Form S-3 registration statement under the Securities Act covering all Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(c) and 2.3.

(c) Notwithstanding the foregoing obligations, if the Company furnishes to Holders requesting a registration pursuant to this Subsection 2.1 a certificate signed by the Company’s Chief Executive Officer stating that in the good faith judgment of the Company’s Board of Directors it would be materially detrimental or disadvantageous to the Company and its stockholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would (i) materially interfere with a significant acquisition, divestiture, financing, corporate reorganization, or other similar transaction or the unavailability for reasons beyond the Company’s reasonable control of any required financial statements or any other event or condition of similar significance to the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act to permit use of such registration statement (a “Blackout Determination”), then the Company shall have the right to defer taking action with respect to such filing, for a period of not more than ninety (90) days after the request of the Initiating Holders is given; provided, however, that the Company may not invoke this right more than once in any twelve (12) month period; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period other than an Excluded Registration. In addition, in the case of any registration of Registrable Securities on Form S-3 that are intended to be offered on a continuous or delayed basis as contemplated by Section 2.5(a), upon written notice from the Company of a Blackout Determination, such Holders shall suspend sales of the Registrable Securities pursuant to such registration statement until the earlier of (x) the date upon which such material information is disclosed to the public or ceases to be material (or the Company otherwise complies with applicable requirements of the Securities Act and the Exchange Act), (y) thirty (30) days after the Board made such good faith determination, unless resuming use of the registration statement is then prohibited by applicable rules or published interpretations of the SEC, or (z) such time as the Company notifies such Holders that sales pursuant to such registration statement may be resumed (the number of days from the day of such suspension of sales of the Holders until day when such sales may be resumed hereunder is hereinafter called a “Sales Blackout Period”). The Company shall use commercially reasonable efforts to minimize any Sales Blackout Period. If there is Blackout Determination, the period set forth in Section 2.5(a) shall be extended for a number of days equal to the number of days in the Sales Blackout Period.

(d) The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Subsection 2.1(a) (i) during the period that is sixty (60) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is one hundred eighty (180) days after the effective date of, a Company-initiated registration, provided, that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (ii) after the Company has effected two (2) registrations pursuant to Subsection 2.1(a); or (iii) if the Initiating Holders propose to dispose

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of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Subsection 2.1(b). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Subsection 2.1(b) (i) during the period that is sixty (60) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is one hundred eighty (180) days after the effective date of, a Company-initiated registration, provided, that the Company is actively employing its good faith commercially reasonable efforts to cause such registration statement to become effective; or (ii) if the Company has effected two (2) registrations pursuant to Subsection 2.1(b) within the twelve (12) month period immediately preceding the date of such request. A registration shall not be counted as “effected” for purposes of this Subsection 2.1(d) until such time as the applicable registration statement has been declared effective by the SEC, unless the Initiating Holders withdraw their request for such registration, elect not to pay the registration expenses therefor, and forfeit their right to one demand registration statement pursuant to Subsection 2.6, in which case such withdrawn registration statement shall be counted as “effected” for purposes of this Subsection 2.1(d).

2.2 Company Registration. If the Company proposes to register (including, for this purpose, a registration effected by the Company for stockholders other than the Holders) any of its securities under the Securities Act in connection with the public offering of such securities solely for cash (other than in an Excluded Registration), the Company shall, at such time, promptly give each Holder notice of such registration. Upon the request of each Holder given within twenty (20) days after such notice is given by the Company, the Company shall, subject to the provisions of Subsection 2.2, cause to be registered all of the Registrable Securities that each such Holder has requested to be included in such registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Subsection 2.2 before the effective date of such registration, whether or not any Holder has elected to include Registrable Securities in such registration. The expenses (other than Selling Expenses) of such withdrawn registration shall be borne by the Company in accordance with Subsection 2.6.

2.3 Underwriting Requirements.

(a) If, pursuant to Subsection 2.1, the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Subsection 2.1, and the Company shall include such information in the Demand Notice. The underwriter(s) will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. In such event, the right of any Holder to include such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Subsection 2.4(e)) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting. Notwithstanding any other provision of this Subsection 2.3, if the managing underwriter(s) advise(s) the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities that otherwise would be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be allocated among such Holders of Registrable Securities, including the Initiating Holders, in proportion (as nearly as practicable) to the number of Registrable Securities owned by each Holder or in such

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other proportion as shall mutually be agreed to by all such selling Holders; provided, however, that the number of Registrable Securities held by the Holders to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest one hundred (100) shares.

(b) In connection with any offering involving an underwriting of shares of the Company’s capital stock pursuant to Subsection 2.2, the Company shall not be required to include any of the Holders’ Registrable Securities in such underwriting unless the Holders accept the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the selling Holders in proportion (as nearly as practicable to) the number of Registrable Securities owned by each selling Holder or in such other proportions as shall mutually be agreed to by all such selling Holders. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest one hundred (100) shares. Notwithstanding the foregoing, in no event shall (i) the number of Registrable Securities included in the offering be reduced unless all other securities (other than securities to be sold by the Company) are first entirely excluded from the offering or (ii) the number of Registrable Securities included in the offering be reduced below thirty percent (30%) of the total number of securities included in such offering, unless such offering is the IPO, in which case the selling Holders may be excluded further if the underwriters make the determination described above and no other stockholder’s securities are included in such offering. For purposes of the provision in this Subsection 2.3(b) concerning apportionment, for any selling Holder that is a partnership, limited liability company, or corporation, the partners, members, retired partners, retired members, stockholders, and Affiliates of such Holder, or the estates and Immediate Family Members of any such partners, retired partners, members, and retired members and any trusts for the benefit of any of the foregoing Persons, shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate number of Registrable Securities owned by all Persons included in such “selling Holder,” as defined in this sentence.

(c) For purposes of Subsection 2.1, a registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provisions in Subsection 2.3(a), fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included.

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2.4 Obligations of the Company. Whenever required under this Section 2 to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible:

(a) prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its commercially reasonable efforts to cause such registration statement to become effective and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for a period of up to one hundred twenty (120) days or, if earlier, until the distribution contemplated in the registration statement has been completed; provided, however, that (i) such one hundred twenty (120) day period shall be extended for a period of time equal to the period the Holder refrains, at the request of an underwriter of Common Stock (or other securities) of the Company, from selling any securities included in such registration, and (ii) in the case of any registration of Registrable Securities on Form S-3 that are intended to be offered on a continuous or delayed basis, subject to compliance with applicable SEC rules, such one hundred twenty (120) day period shall be extended for up to an additional one hundred twenty (120) days, if necessary, to keep the registration statement effective until all such Registrable Securities are sold;

(b) prepare and file with the SEC such amendments and supplements to such registration statement, and the prospectus used in connection with such registration statement, as may be necessary to comply with the Securities Act in order to enable the disposition of all securities covered by such registration statement;

(c) furnish to the selling Holders such numbers of copies of a prospectus, including a preliminary prospectus, as required by the Securities Act, and such other documents as the Holders may reasonably request in order to facilitate their disposition of their Registrable Securities;

(d) use its commercially reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or blue-sky laws of such jurisdictions as shall be reasonably requested by the selling Holders; provided that the Company shall not be required to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;

(e) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the underwriter(s) of such offering;

(f) use its commercially reasonable efforts to cause all such Registrable Securities covered by such registration statement to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by the Company are then listed;

(g) provide a transfer agent and registrar for all Registrable Securities registered pursuant to this Agreement and provide a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration;

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(h) promptly make available for inspection by the selling Holders, any managing underwriter(s) participating in any disposition pursuant to such registration statement, and any attorney or accountant or other agent retained by any such underwriter or selected by the selling Holders, all financial and other records, pertinent corporate documents, and properties of the Company, and cause the Company’s officers, directors, employees, and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant, or agent, in each case, as necessary or advisable to verify the accuracy of the information in such registration statement and to conduct appropriate due diligence in connection therewith;

(i) notify each selling Holder, promptly after the Company receives notice thereof, of the time when such registration statement has been declared effective or a supplement to any prospectus forming a part of such registration statement has been filed; and

(j) after such registration statement becomes effective, notify each selling Holder of any request by the SEC that the Company amend or supplement such registration statement or prospectus.

In addition, the Company shall ensure that, at all times after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective pursuant to this Section 2, its insider trading policy shall provide that the Company’s directors may implement a trading program under Rule 10b5-1 of the Exchange Act subject to the terms and conditions set forth in such policy.

2.5 Furnish Information. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 2 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as is reasonably required to effect the registration of such Holder’s Registrable Securities.

2.6 Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements, not to exceed $25,000, of one counsel for the selling Holders (“Selling Holder Counsel”), shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Subsection 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Subsections 2.1(a) or 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any

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of such expenses and shall not forfeit their right to one registration pursuant to Subsections 2.1(a) or 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

2.7 Delay of Registration. No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any registration pursuant to this Agreement as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 2.

2.8 Indemnification. If any Registrable Securities are included in a registration statement under this Section 2:

(a) To the extent permitted by law, the Company will indemnify and hold harmless each selling Holder, and the partners, members, officers, directors, and stockholders of each such Holder; any underwriter (as defined in the Securities Act) of Registrable Securities covered by the registration statement; and each Person, if any, who controls such Holder or underwriter within the meaning of Section 15 of the Securities Act, against any Damages, and the Company will pay to each such Holder, underwriter, controlling Person, or other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result, as such expenses are incurred; provided, however, that the indemnity agreement contained in this Subsection 2.8(a) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company be liable for any Damages to the extent that they arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of any such Holder, underwriter, controlling Person, or other aforementioned Person expressly for use in connection with such registration.

(b) To the extent permitted by law, each selling Holder, severally and not jointly, will indemnify and hold harmless the Company, and each of its directors, each of its officers who has signed the registration statement, each Person (if any), who controls the Company within the meaning of Section 15 of the Securities Act, any underwriter (as defined in the Securities Act) of Registrable Securities covered by the registration statement, any other Holder selling securities in such registration statement, and each Person, if any, who controls such underwriter or other Holder within the meaning of Section 15 of the Securities Act, against any Damages, in each case only to the extent that such Damages arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of such selling Holder expressly for use in connection with such registration; and each such selling Holder will pay to the Company and each other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result, as such expenses are incurred; provided, however, that the indemnity agreement contained in this Subsection 2.8(b) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; and provided further that in no event shall the aggregate amounts payable by any Holder by way

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of indemnity or contribution under Subsections 2.8(b) and 2.8(d) exceed the proceeds from the offering received by such Holder (net of any Selling Expenses paid by such Holder), except in the case of fraud or willful misconduct by such Holder.

(c) Promptly after receipt by an indemnified party under this Subsection 2.8 of notice of the commencement of any action (including any governmental action) for which a party may be entitled to indemnification hereunder, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Subsection 2.8, give the indemnifying party notice of the commencement thereof. The indemnifying party shall have the right to participate in such action and, to the extent the indemnifying party so desires, participate jointly with any other indemnifying party to which notice has been given, and to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such action.

(d) To provide for just and equitable contribution to joint liability under the Securities Act in any case in which either: (i) any party otherwise entitled to indemnification hereunder makes a claim for indemnification pursuant to this Subsection 2.8 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case, notwithstanding the fact that this Subsection 2.8 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of any party hereto for which indemnification is provided under this Subsection 2.8, then, and in each such case, such parties will contribute to the aggregate losses, claims, damages, liabilities, or expenses to which they may be subject (after contribution from others) in such proportion as is appropriate to reflect the relative fault of each of the indemnifying party and the indemnified party in connection with the statements, omissions, or other actions that resulted in such loss, claim, damage, liability, or expense, as well as to reflect any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or allegedly untrue statement of a material fact, or the omission or alleged omission of a material fact, relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission; provided, however, that, in any such case (x) no Holder will be required to contribute any amount in excess of the public offering price of all such Registrable Securities offered and sold by such Holder pursuant to such registration statement, and (y) no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation; and provided further that in no event shall a Holder’s liability pursuant to this Subsection 2.8(d), when combined with the amounts paid or payable by such Holder pursuant to Subsection 2.8(d), exceed the proceeds from the offering received by such Holder (net of any Selling Expenses paid by such Holder), except in the case of willful misconduct or fraud by such Holder.

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(e) Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control.

(f) Unless otherwise superseded by an underwriting agreement entered into in connection with the underwritten public offering, the obligations of the Company and Holders under this Subsection 2.8 shall survive the completion of any offering of Registrable Securities in a registration under this Section 2, and otherwise shall survive the termination of this Agreement.

2.9 Reports Under Exchange Act. With a view to making available to the Holders the benefits of SEC Rule 144 and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company shall:

(a) use commercially reasonable efforts to make and keep available adequate current public information, as those terms are understood and defined in SEC Rule 144, at all times after the effective date of the registration statement filed by the Company for the IPO;

(b) use commercially reasonable efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act (at any time after the Company has become subject to such reporting requirements); and

(c) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) to the extent accurate, a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after ninety (90) days after the effective date of the registration statement filed by the Company for the IPO), the Securities Act, and the Exchange Act (at any time after the Company has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after the Company so qualifies); (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company; and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC that permits the selling of any such securities without registration (at any time after the Company has become subject to the reporting requirements under the Exchange Act) or pursuant to Form S-3 (at any time after the Company so qualifies to use such form).

2.10 Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the consent of each of the Founders, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder (i) to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities of the Holders that are included; or (ii) allow

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such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided, that the foregoing shall not in any manner apply to any agreement providing rights to registration that the Company shall enter into with Equinox Holdings, Inc. and its direct and indirect owners and any Affiliate of the foregoing as long as such agreement provides for the Holders to participate in any demand registration and, as applicable any underwriting, subject to any customary cut back provisions (which shall be pro rata and shall not otherwise provide for disparate treatment of the Holders) in the case of an underwriting.

2.11 Restrictions on Transfer.

(a) The Restricted Securities shall not be sold, pledged, or otherwise transferred, and the Company shall not recognize and shall issue stop-transfer instructions to its transfer agent with respect to any such sale, pledge, or transfer, except upon the conditions specified in Subsection 2.11(c), which conditions are intended to ensure compliance with the provisions of the Securities Act. A transferring Holder will cause any proposed purchaser, pledgee, or transferee of Restricted Securities held by such Holder to agree to take and hold such securities subject to the provisions and upon the conditions specified in Subsection 2.11(c).

(b) Each certificate, instrument, or book entry representing the Restricted Securities and any other securities issued in respect of such Restricted Securities, upon any stock split, stock dividend, recapitalization, merger, consolidation, or similar event, shall be notated with a legend substantially in the following form:

THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD, PLEDGED, OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR A VALID EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT.

THE SECURITIES REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF A REGISTRATION RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.

The Holders consent to the Company making a notation in its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in this Subsection 2.11.

(c) The holder of such Restricted Securities, by acceptance of ownership thereof, agrees to comply in all respects with the provisions of this Subsection 2.11. Before any proposed sale, pledge, or transfer of any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transaction, the Holder thereof shall give notice to the Company of such Holder’s intention to effect such sale, pledge, or transfer. Each such notice shall describe the manner and circumstances of the proposed sale,

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pledge, or transfer in sufficient detail and, if reasonably requested by the Company, shall be accompanied at such Holder’s expense by either (as determined by such Holder) (i) a written opinion of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transaction may be effected without registration under the Securities Act; (ii) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Restricted Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (iii) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Restricted Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. The Company will not require such a legal opinion or “no action” letter (x) in any transaction in compliance with SEC Rule 144; or (y) in any transaction in which such Holder distributes Restricted Securities to an Affiliate or Permitted Transferee of such Holder for no consideration; provided that each transferee agrees in writing to be subject to the terms of this Subsection 2.11. Each certificate, instrument, or book entry representing the Restricted Securities transferred as above provided shall be notated with, except if such transfer is made pursuant to SEC Rule 144, the appropriate restrictive legend set forth in Subsection 2.11(b), except that such certificate instrument, or book entry shall not be notated with such restrictive legend if, in the opinion of counsel for such Holder and the Company, such legend is not required in order to establish compliance with any provisions of the Securities Act.

2.12 Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections 2.1 or 2.2 shall terminate upon the earlier to occur of:

(a) such date on or after the closing of the Company’s IPO when such Holder’s Registrable Securities could be sold without restriction under SEC Rule 144; and

(b) the fifth (5^th) anniversary of the IPO, as defined in the certificate of incorporation of the Company in effect upon the Conversion.

2.13 Market Stand-Off Agreement. Each Holder agrees that, in connection with any public offering of the Company’s Common Stock or other equity securities, and upon the request of any managing underwriter in such offering, such Holder shall not, without the prior written consent of such managing underwriter, sell or otherwise transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale of, any Common Stock or equity securities of the Company held by such Holder (other than those included in the registration statement) during the period commencing on the date of the final prospectus for the public offering filed under the Securities Act and ending on the date specified by the managing underwriter (such period not to exceed one hundred eighty (180) days following the effective date of the registration statement plus such additional period up to thirty-five (35) days as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (A) the publication or other distribution of research reports and (B) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor

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provisions or amendments thereto). The foregoing provisions of this Subsection 2.13 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to the Holders only if all executive officers, directors and key employees of the Company and holders of at least five percent (5%) of the Company’s voting securities (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or preferred stock, as if exercised or converted) are bound by and have entered into similar agreements. The obligations described in this Subsection 2.13 shall not apply to a registration statement relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions and may stamp each such certificate with the second legend set forth in Section 2.11 hereof with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of such one hundred eighty (180) day (or other) period. Each Holder agrees to execute a market standoff agreement with said underwriters as reasonably requested in customary form to the extent consistent with or necessary to give further effect to the provisions of this Subsection 2.13. Any early release from, or discretionary waiver or termination of, the lock-up period contained herein and in any such agreement with the underwriters, as applicable, by the Company or the managing underwriters shall be apportioned pro rata among all securityholders bound by the lock-up period.

3. Miscellaneous.

3.1 Successors and Assigns. The rights under this Agreement may be assigned (but only with all related obligations) by a Holder to a transferee of Registrable Securities that (i) is an Affiliate of a Holder; (ii) is a member or equity holder of a Holder; (iii) is a Holder’s Immediate Family Member or trust for the benefit of an individual Holder or one or more of such Holder’s Immediate Family Members; or (iv) after such transfer, holds at least fifty percent (50%) of such Holder’s shares of Registrable Securities (subject to appropriate adjustment for stock splits, stock dividends, combinations, and other recapitalizations) (collectively, “Permitted Transferees”); provided, however, that (x) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee and the Registrable Securities with respect to which such rights are being transferred; and (y) such transferee agrees in a written instrument delivered to the Company to be bound by and subject to the terms and conditions of this Agreement, including the provisions of Subsection 2.13. For the purposes of determining the number of shares of Registrable Securities held by a transferee, the holdings of a transferee (1) that is an Affiliate, member, equity holder or stockholder of a Holder; (2) who is a Holder’s Immediate Family Member; or (3) that is a trust for the benefit of an individual Holder or such Holder’s Immediate Family Member shall be aggregated together and with those of the transferring Holder; provided further that all transferees who would not qualify individually for assignment of rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices, or taking any action under this Agreement. The terms and conditions of this Agreement inure to the benefit of and are binding upon the respective successors and permitted assignees of the parties. Nothing in

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this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assignees any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided herein.

3.2 Governing Law. To the extent that the General Corporation Law of the State of Delaware (the “DGCL”) purports to apply to this Agreement, the DGCL shall apply. In all other cases, this Agreement and any and all matters arising directly or indirectly herefrom shall be governed by and construed and enforced in accordance with the internal laws of the State of New York applicable to agreements made and to be performed entirely in such state, without giving effect to the conflict or choice of law principles thereof. For all matters arising directly or indirectly from this Agreement (“Agreement Matters”), each of the parties hereto hereby (i) irrevocably consents and submits to the sole exclusive jurisdiction of the United States District Court for the Southern District of New York and any state court in the State of New York that is located in New York County (and of the appropriate appellate courts from any of the foregoing) in connection with any legal action, lawsuit, arbitration, mediation, or other legal or quasi legal proceeding (“Proceeding”) directly or indirectly arising out of or relating to any Agreement Matter; provided that a party to this Agreement shall be entitled to enforce an order or judgment of any such court in any United States or foreign court having jurisdiction over the other party, (ii) irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such Proceeding in any such court or that any such Proceeding which is brought in any such court has been brought in an inconvenient forum, (iii) waives, to the fullest extent permitted by law, any immunity from jurisdiction of any such court or from any legal process therein, (iv) irrevocably waives, to the fullest extent permitted by law, any right to a trial by jury in connection with a Proceeding, (v) agrees not to commence any Proceeding other than in such courts, and (vi) agrees that service of any summons, complaint, notice or other process relating to such Proceeding may be effected in the manner provided for the giving of notice as set forth in herein.

3.3 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

3.4 Titles and Subtitles. The titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement.

3.5 Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt or (i) personal delivery to the party to be notified; (ii) when sent, if sent by electronic mail or facsimile during the recipient’s normal business hours, and if not sent during normal business hours, then on the recipient’s next business day; (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) one (1) business day after the business day of deposit with a nationally recognized overnight courier, freight prepaid, specifying next-day delivery, with written verification of receipt. All communications shall be sent to the respective parties at their addresses as set forth on

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Schedule A hereto, or to the principal office of the Company and to the attention of the Chief Executive Officer, in the case of the Company, or to such email address, facsimile number, or address as subsequently modified by written notice given in accordance with this Subsection 3.5. If notice is given to the Founders, a copy (which shall not constitute notice) shall also be sent to Lowenstein Sandler LLP, 1251 Avenue of the Americas, 17^th Floor, New York, NY 10020, Attn: Steven E. Siesser, Esq.

3.6 Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance, and either retroactively or prospectively) only with the written consent of (a) the Company, (b) the holders of at least a majority of the Registrable Securities then outstanding and (c) the Founders; provided that the Company may in its sole discretion waive compliance with Subsection 2.11(c) (and the Company’s failure to object promptly in writing after notification of a proposed assignment allegedly in violation of Subsection 2.11(c) shall be deemed to be a waiver); and provided further that any provision hereof may be waived by any waiving party on such party’s own behalf, without the consent of any other party. Notwithstanding the foregoing, this Agreement may not be amended or terminated and the observance of any term hereof may not be waived with respect to any Investor without the written consent of such Investor, unless such amendment, termination, or waiver applies to all Investors in the same fashion. The Company shall give prompt notice of any amendment or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, termination, or waiver. Any amendment, termination, or waiver effected in accordance with this Subsection 3.6 shall be binding on all parties hereto, regardless of whether any such party has consented thereto. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision.

3.7 Severability. If any provision or provisions of this Agreement shall be held by a court of competent jurisdiction to be invalid, void, illegal or otherwise unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; and (b) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.

3.8 Aggregation of Stock. All shares of Registrable Securities held or acquired by Affiliates or other Permitted Transferees shall be aggregated together for the purpose of determining the availability of any rights under this Agreement and such Affiliated persons and Permitted Transferees may apportion such rights as among themselves in any manner they deem appropriate.

3.9 Entire Agreement. This Agreement (including any Schedules and Exhibits hereto) constitutes the full and entire understanding and agreement among the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly canceled.

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3.10 Delays or Omissions. No delay or omission to exercise any right, power, or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power, or remedy of such nonbreaching or nondefaulting party, nor shall it be construed to be a waiver of or acquiescence to any such breach or default, or to any similar breach or default thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. All remedies, whether under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

SoulCycle Holdings, LLC, on behalf of itself and its successor by conversion, SoulCycle Inc.
By:
Name:	Larry Segall
Title:	Executive Vice President and Chief Financial Officer

[Signatures continue on next page]

[Signature Page to Registration Rights Agreement]

INVESTORS:
Elizabeth P. Cutler
Irrevocable Trust FBO Lucia Hodges Cutler u/t/d
March 20, 2011
By:
Name:	Allen B. Cutler
Title:	Trustee
Irrevocable Trust FBO Nina Plamondon Cutler u/t/d March 20, 2011
By:
Name:	Allen B. Cutler
Title:	Trustee
Julie J. Rice
Trust F/B/O Parker R. Rice under Julie J. Rice 2011 GRAT
By:
Name:	Spencer Rice
Title:	Trustee
Trust F/B/O Phoebe Rice under Julie J. Rice 2011 GRAT
By:
Name:	Spencer Rice
Title:	Trustee

[Signature Page to Registration Rights Agreement]

SoulCycle Management, LLC
By:
Name:	Elizabeth Cutler
Title:	Manager
By:
Name:	Julie Rice
Title:	Manager

[Signature Page to Registration Rights Agreement]

SCHEDULE A

INVESTORS

Name/Address	Shares Held
Elizabeth Cutler With a copy to (which shall not constitute notice): Lowenstein Sandler LLP 1251 Avenue of the Americas New York, NY 10020 Attention: Steven E. Siesser Email: ssiesser@lowenstein.com		7,600 shares of Class A Common Stock
Irrevocable Trust FBO Lucia Hodges Cutler u/t/d March 20, 2011 With a copy to (which shall not constitute notice): Lowenstein Sandler LLP 1251 Avenue of the Americas New York, NY 10020 Attention: Steven E. Siesser Email: ssiesser@lowenstein.com		1,200 Class A Common Stock

Name/Address	Shares Held
Irrevocable Trust FBO Nina Plamondon Cutler u/t/d March 20, 2011 With a copy to (which shall not constitute notice): Lowenstein Sandler LLP 1251 Avenue of the Americas New York, NY 10020 Attention: Steven E. Siesser Email: ssiesser@lowenstein.com		1,200 Class A Common Stock
Julie Rice With a copy to (which shall not constitute notice): Lowenstein Sandler LLP 1251 Avenue of the Americas New York, NY 10020 Attention: Steven E. Siesser Email: ssiesser@lowenstein.com		9,200 shares of Class A Common Stock
Trust F/B/O Parker R. Rice under Julie J. Rice 2011 GRAT With a copy to (which shall not constitute notice): Lowenstein Sandler LLP 1251 Avenue of the Americas New York, NY 10020 Attention: Steven E. Siesser Email: ssiesser@lowenstein.com		400 shares of Class A Common Stock

Name/Address	Shares Held
Trust F/B/O Phoebe Rice under Julie J. Rice 2011 GRAT With a copy to (which shall not constitute notice): Lowenstein Sandler LLP 1251 Avenue of the Americas New York, NY 10020 Attention: Steven E. Siesser Email: ssiesser@lowenstein.com		400 shares of Class A Common Stock
SoulCycle Management, LLC And SoulCycle Management, LLC With a copy to (which shall not constitute notice): Lowenstein Sandler LLP 1251 Avenue of the Americas New York, NY 10020 Attention: Steven E. Siesser Email: ssiesser@lowenstein.com		10,000 shares of Class B Common Stock
TOTAL		30,000

Exhibit N

Cole Restricted Stock Grant Agreement

FINAL COPY

SoulCycle Holdings, LLC

SoulCycle Management, LLC

[            ], 2015

Laurie Cole

Dear Ms. Cole:

We refer to the membership interests previously granted to you in SoulCycle Management, LLC, a Delaware limited liability company (the “Management LLC”). Management LLC currently is a member in SoulCycle Holdings, LLC, a Delaware limited liability company (“SC LLC”), holding the Series C Units in SC LLC. SC LLC intends to convert to a Delaware corporation to be named SoulCycle Inc. (“SC Inc.”), pursuant to section 265 of the Delaware General Corporation Law (the “Conversion”). In connection with the Conversion, the Series C Units in SC LLC held by Management LLC will be converted into shares of Class B Common Stock of SC Inc. and, immediately following the Conversion, Management LLC will dissolve and make a distribution to you of your Restricted Shares (as defined below). Instead of holding your equity interest in SC Inc. through Management LLC, you will become a direct stockholder of SC Inc. and hold your shares directly, subject to the terms and conditions of this letter agreement (this “Equity Incentive Letter”).

As set forth in paragraph (d) below, you agree that your membership interests in Management LLC will be cancelled and void effective upon the Conversion and the transfer to you of your Restricted Shares.

By countersigning and returning a copy of this Equity Incentive Letter, you agree that you shall be bound by all of the terms of the Equity Incentive Letter, including the provisions set forth in Annex A hereto, and that, if at any time you commit a breach of this Equity Incentive Letter, including the provisions of Annex A hereto, you will forfeit all Restricted Shares owned by you at the time of your breach. Except as otherwise provided herein, capitalized terms shall have the meanings ascribed to such terms in Annex B attached hereto.

The specific terms of your Restricted Shares are as follows:

(a) Your Participation in Management LLC. Subject to the vesting requirements of paragraph (b) below, promptly following the effective date of the Conversion and provided that you have been continuously employed by SC LLC (or SC Inc., after the Conversion) or its Subsidiaries or Affiliates from the date hereof through and including the date of the distribution to you under this paragraph (a), you shall receive a distribution of 5,000 shares of Class B Common Stock (the “Restricted Shares”) representing your 50% share of the shares of Class B Common Stock held by Management LLC immediately following the effective date of the

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Conversion. You acknowledge and agree that you do not own and are not entitled to any direct or indirect equity interest in SC LLC other than the Class B Units you own in Management LLC and you understand and agree that the number of outstanding shares of Class B Common Stock may be increased from time to time without your consent and that any such increase will result in a decrease in the percentage of the outstanding shares of Class B Common Stock represented by the shares of Class B Common Stock acquired by you hereunder. By way of example, if SC Inc. undertakes a Public Offering, additional shares will be issued, resulting in a decrease in the percentage of outstanding shares of Class B Common Stock owned by you. Of course, no assurance can be given that SC Inc. will pursue or consummate a Public Offering.

(b) Vesting. So long as you remain in continuous active employment or other active service with SC LLC (or SC Inc., after the Conversion) or its Subsidiaries or Affiliates through the applicable date of vesting, your Restricted Shares shall vest as follows: (i) in the event of a Sale Transaction, one hundred percent (100%) of your Restricted Shares shall vest upon such Sale Transaction; or (ii) in the event of a Public Offering, fifty percent (50%) of your Restricted Shares shall vest on the six-month anniversary of the consummation of such Public Offering, and the remaining fifty percent (50%) of your Restricted Shares shall vest on the eighteen-month anniversary of the consummation of such Public Offering; provided that in the event a Sale Transaction or Public Offering has not occurred on or before the seventh anniversary of the Conversion, the Restricted Shares shall lapse and be forfeited (without any further payment to you). Restricted Shares that have vested in accordance with this paragraph (b) are referred to as “Vested Shares” and Restricted Shares that have not vested in accordance with this paragraph (b) are referred to as “Unvested Shares”.

(c) Forfeiture. Upon the termination of your employment or other service with SC LLC (or SC Inc., after the Conversion) or its Subsidiaries or Affiliates for any reason (including, without limitation, by reason of death or your becoming Disabled) or no reason, all Restricted Shares then owned by you, whether Unvested Shares or Vested Shares, shall be forfeited (without the payment of any consideration to you) effective as of the date on which your termination occurs. In the event any of your Restricted Shares are forfeited for any reason (whether or not such forfeiture is pursuant to this paragraph (c)), 50% of such forfeited Restricted Shares shall be automatically transferred to each of Rice and Cutler (the “Reversion”) and you hereby irrevocably authorize SC Inc. to, and SC Inc. shall, cause the certificates representing any such forfeited Restricted Shares registered in your name to be cancelled and certificates representing 50% of such forfeited Restricted Shares to be issued in the names of each of Rice and Cutler. For avoidance of doubt, Restricted Shares transferred pursuant to the Reversion shall not be subject to the terms and conditions of this Equity Incentive Letter, and shall be vested and non-forfeitable with respect to Rice and Cutler, as applicable, as of the date of the Reversion. Rice and Cutler are express third-party beneficiaries of this Equity Incentive Letter, including without limitation the release described in paragraph (a) of Annex A hereto. Each of Cutler and Rice shall, for all purposes, be deemed stockholders of record on the date of the Reversion with respect to the Restricted Shares transferrable to them under this paragraph, and SC Inc. shall take all reasonable steps necessary to effectuate such transfer.

(d) Cancellation of Membership Interests. You acknowledge and agree that the distribution to you of Restricted Shares hereunder is in lieu of, and to replace, your membership interests in Management LLC. By signing this Agreement, you agree that, upon the

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effectiveness of this Equity Incentive Letter pursuant to paragraph (f) hereof, any and all such membership interests shall be cancelled and forfeited, and shall be null, void and without any legal force or effect. You acknowledge and agree that this grant of the Restricted Shares is good and valuable and sufficient consideration for the cancellation of any and all such membership interests in Management LLC. You further agree to the dissolution of Management LLC and the liquidation thereof, as described herein.

(e) Non-Transferable. You may not sell, transfer, assign, pledge, grant a security interest in or otherwise dispose of or encumber (“Transfer”) all or any portion of your Unvested Shares without the written consent of the Board of Directors of SC Inc. (the “Board”), which consent may be granted or withheld in the sole discretion of the Board, and any purported Transfer made without such consent shall be void ab initio. You may Transfer all or any portion of your Vested Shares provided that any Transfer shall be made in compliance with applicable federal and state securities laws.

(f) Effective Date. You agree as follows: (i) this Equity Incentive Letter has been executed and delivered by the parties hereto as of the date hereof; (b) this Agreement will become effective on the later to occur of (i) the effective date of the Conversion and (ii) the date as of which all of the parties hereto have executed and delivered this Equity Incentive Letter; and (iii) this Equity Incentive Letter will terminate and be of no further force or effect if the Conversion has not occurred by May 21, 2015 (or such later date as may be agreed by Cutler, Rice and SC LLC).

You acknowledge and agree that you have had an opportunity to consult, and you have consulted, to the extent so desired, with financial, legal and tax advisors of your own selection with respect to the Restricted Shares and the terms of this Equity Incentive Letter. You further acknowledge and agree that you have not received and are not relying on Cutler, Rice, SC LLC, SC Inc., Management LLC or any of their Subsidiaries or Affiliates for any such advice. You shall not have any right to be retained in the employ or engagement of SC LLC, SC Inc. or any of their respective Subsidiaries, and nothing in this Equity Incentive Letter shall interfere in any way with the right of your employer or service recipient to terminate your employment or other services at any time for any reason. This Equity Incentive Letter shall be binding upon and inure to the benefit of the parties to this agreement and their respective successors and assigns, including, without limitation, SC Inc. immediately following the Conversion.

This Equity Incentive Letter shall be governed by and construed in accordance with, the law of the State of Delaware, without regard to principles of conflicts of law. All matters arising hereunder shall only be heard in the federal and state courts located in the State of Delaware or the State of New York, County of New York. You consent to the non-exclusive personal jurisdiction of each such court. You hereby agree to waive the right to a jury trial in any dispute under this Equity Incentive Letter or any of the agreements referenced herein. This Equity Incentive Letter shall not be amended or modified in any respect except by a writing signed by you on the one hand, and SC LLC or SC Inc., as the case may be, on the other hand, and such writing and this Equity Incentive Letter may be signed in separate counterpart copies, including facsimile or other electronically transmitted counterpart copies, but such copies taken together shall constitute one and the same instrument.

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[Signature Page Follows]

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Please indicate that the above accurately reflects our understanding by signing this Equity Incentive Letter in the space provided for your signature below and returning a copy of this Equity Incentive Letter to the undersigned party.

Very truly yours,
SoulCycle Holdings, LLC, on behalf of itself and its successor by conversion, SoulCycle Inc.
By:
Name:	Larry Segall
Title:	Executive Vice President and Chief Financial Officer
SoulCycle Management, LLC
By:
Name:	Elizabeth Cutler
Title:	Manager
By:
Name:	Julie Rice
Title:	Manager

Accepted and agreed in all respects:

Laurie Cole

[Signature Page to Cole Restricted Shares Equity Incentive Letter]

Annex A

(a) Release. Notwithstanding anything in this Equity Incentive Letter to the contrary, in no event shall any of your Restricted Shares become Vested Shares unless and until you deliver to SC Inc. a release, in form and substance reasonably satisfactory to SC Inc., under which you release and discharge SC Inc., the shareholders of SC Inc., the Subsidiaries of SC Inc., and each of their respective Affiliates, and their respective officers, directors, managers, employees and agents, from any claim or cause of action of any kind, including, but not limited to, any claim or cause of action arising out of your employment or the termination of your employment with SC Inc. or any Subsidiary of SC Inc., but excluding claims and causes of action relating to (i) any obligation of SC Inc. to make payments or provide benefits after termination of employment or retention pursuant to any Separate Agreement or (ii) SC Inc.’s compliance with the terms hereof.

(b) Non-Competition. Except as otherwise provided in your Separate Agreement, if any (in which event such Separate Agreement, if any, shall control in all respects), you acknowledge that SC Inc. would not have issued to you the Restricted Shares but for the covenants contained in this Annex A (the “Restrictive Covenants”), which are made by you for the benefit of SC Inc. and the Subsidiaries of SC Inc. and each of their respective Affiliates. Accordingly, you agree that the Restrictive Covenants shall apply to you as provided below (except as otherwise expressly set forth above):

(i) For the period (the “Restricted Period”) beginning on the date hereof and ending on the later to occur of (A) the first anniversary of the date on which your employment with SC LLC (or SC Inc., after the Conversion) or any Subsidiary thereof is terminated or ceases to exist for any reason, and (B) the second anniversary of the date on which any portion of the Restricted Shares first vests, you covenant and agree not to, directly or indirectly, conduct, manage, operate, engage in or have an ownership interest in any business or enterprise (other than the parties described in paragraph (a) of this Annex A for whom these Restrictive Covenants are expressly intended to benefit) engaged in the management and/or operation of any form of in-premises fitness-related training or classes other than full-service health clubs and/or gyms; provided, however, that you may own, directly or indirectly, solely as a passive investment, securities of any Person if you are not a controlling person of, or a member of a group that controls, such Person, and does not, directly or indirectly, own two percent (2%) or more of any class of securities of such Person.

(ii) During the Restricted Period, you shall not, directly or indirectly, (A) solicit or encourage any employee, officer, or director of SC Inc. or any Subsidiaries of SC Inc. or any of their respective Affiliates, to leave the employment thereby; or (B) hire any employee or former employee or any officer or director of SC Inc., any Subsidiaries of SC Inc. or any of their respective Affiliates.

(iii) During the Restricted Period, you shall not, directly or indirectly, solicit or encourage any Person who is a supplier, customer, client, distributor, or advertiser of the SC Inc., any Subsidiaries of SC Inc. or any of their respective Affiliates to discontinue such Person’s business relationship with the SC Inc., any Subsidiaries of SC Inc. or any of their respective Affiliates, as the case may be.

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(iv) The provisions of this paragraph (b) may be assigned by SC Inc. to the purchaser or other acquirer of SC Inc. or its assets or business (in which event the provisions of this paragraph (b) shall continue to be binding upon you and shall be enforceable by the purchaser or other acquirer).

(v) You acknowledge that (a) you have had an opportunity to seek advice of counsel in connection with all of the provisions of this Equity Incentive Letter including, without limitation, the Restrictive Covenants contained herein; (b) the Restrictive Covenants are reasonable in scope and in all other respects; (c) any violation of the Restrictive Covenants will result in irreparable injury to the SC Inc., any Subsidiaries of SC Inc. and any of their respective Affiliates, as applicable; (d) money damages would not be an adequate remedy to SC Inc., any Subsidiaries of SC Inc. and any of their respective Affiliates, as applicable, in the event of a breach or threatened breach of any of the Restrictive Covenants by you; and (e) specific performance in the form of injunctive relief would be an appropriate remedy in such case for SC Inc., any Subsidiaries of SC Inc. and any of their respective Affiliates, as applicable. If you breach or threaten to breach a Restrictive Covenant, SC Inc., any Subsidiaries of SC Inc. and any of their respective Affiliates, as applicable, shall be entitled, in addition to all other remedies, to an injunction restraining any such breach, without any bond or other security being required and without the necessity of showing actual damages.

(c) Confidentiality. The terms and conditions hereof and the discussions between the parties will be confidential information and will not be disclosed to any third party by any means, including press releases or any kind of news communication, without the consent of SC LLC, SC Inc. or any of their Subsidiaries or Affiliates; provided, however, you may disclose the terms and conditions hereof to your legal, financial and tax advisors.

(d) Responsibility for taxes; withholding.

(i) You agree that you shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you (including any taxes and penalties arising under section 409A of the Code) as a result of your receipt and the vesting of Restricted Shares hereunder, and neither SC LLC, SC Inc., Management LLC, Cutler, Rice nor any of their Affiliates nor any of their respective employees, directors, or agents shall have any obligation to mitigate, indemnify, or to otherwise hold you harmless from any or all of such taxes.

(ii) Notwithstanding any other provision hereof, concurrently with any income tax recognition event by you in respect of your Restricted Shares, you shall pay to SC Inc. an amount in cash equal to the amount of the minimum statutory withholding or your share of other taxes payable by SC Inc. with respect to such income tax recognition event. To the extent that you fail to pay such amount to SC Inc., SC Inc. shall be entitled to, and you hereby irrevocably authorize SC Inc. to, and SC Inc. shall, cause the certificates representing a number of Restricted Shares registered in your name having a then fair market value equal to the amount (not to exceed the minimum statutory withholding amounts) you so failed to pay to SC Inc. to be cancelled and to be reissued to SC Inc. as treasury shares.

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(iii) If and to the extent that SC Inc. shall be required to and does withhold any amount in respect of any such income tax recognition event any amounts owed to you by SC Inc. or any of its Affiliates, you shall be deemed for all purposes hereof to have received a payment from SC Inc. as of the time of such withholding or the time tax is required to be paid, as applicable. To the extent that the aggregate amount that SC Inc. is so required to withhold for any period exceeds the amount of any payments to which you are entitled for that period, you shall make a prompt payment to SC Inc. of the amount of such excess.

(iv) You shall, to the fullest extent permitted by applicable law, indemnify and hold harmless SC Inc. and each Person who is or who is deemed to be the responsible withholding agent for SC Inc. for federal, state or local income tax purposes against all claims, liabilities and expenses of any kind (other than any claims, liabilities and expenses in the nature of penalties and accrued interest thereon that result solely from such Person’s fraud, willful misfeasance or gross negligence) relating to such Person’s obligation to withhold and to pay over, or otherwise pay, any withholding or your share of other taxes payable by the Company in respect of your Restricted Shares.

(e) All calculations and distributions made pursuant to this Equity Incentive Letter shall be made by SC LLC (or SC Inc., after the Conversion) in good faith and shall be final and binding on all parties.

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Annex B

1. Definitions. The following terms when used herein have their indicated meanings.

(a) “Affiliate” means, with respect to any Person, any other Person who directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person; “Affiliate” shall also include, in the case of a natural person, any trust for the benefit of such person or such person’s family members.

(b) “Class B Common Stock” means:

(i) prior to a Public Offering, the Class B common stock, par value $0.01 per share, of SC Inc., and

(ii) thereafter, the common stock of SC Inc. as then constituted.

(c) “Code” means the Internal Revenue Code of 1986, as amended from time to time, and the provisions of succeeding law.

(d) “Cutler” means Elizabeth P. Cutler, an individual.

(e) “Disabled,” shall mean that you are physically or mentally incapacitated so as to render you incapable of performing the essential functions of your job and such incapacity cannot be reasonably accommodated by your employer without undue hardship, and such incapacity continues for more than one hundred twenty (120) days in any twelve (12) consecutive month period, or for more than ninety (90) consecutive days.

(f) “Person” means an individual, corporation, association, partnership, joint venture, limited liability company, estate, trust or any other legal entity, and the term “natural person” shall mean an individual.

(g) “Public Offering” means any primary or secondary public offering of any securities of SC Inc. or any successor thereto pursuant to an effective registration statement under the Securities Act, other than pursuant to a registration statement on Form S-4 or Form S-8 or any successor or similar form, that results in the listing of a class of equity securities of SC Inc. on the New York Stock Exchange or other national securities exchange or quotation system in the United States.

(h) “Rice” means Julie J. Rice, an individual.

(i) “Sale Transaction” means the occurrence of any distribution or dividend from SC Inc. with respect to shares of Class B Common Stock or the receipt by SC Inc. of any proceeds from the sale of shares of Class B Common Stock held by SC Inc.

(j) “Securities Act” means the Securities Act of 1933, as amended.

(k) “Separate Agreement” means the following agreements: (i) Employment Agreement, dated March 1, 2010, by and between Laurie Cole and SoulCycle LLC; (ii) Equity

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Grant Letter, dated May 23, 2011, by and between Laurie Cole and Management LLC; (iii) Exchange Agreement, dated May 23, 2011, by and between Laurie Cole, Elizabeth P. Cutler, Julie J. Rice and SC LLC; (iv) Salary Review Letter, dated May 23, 2011, by and between Laurie Cole and SoulCycle LLC; (v) Limited Liability Company Agreement of Management LLC dated as of May 23, 2011; and (vi) this Equity Incentive Letter. You hereby (i) acknowledge and agree that you are not a party to any written or enforceable oral agreement with SC LLC or any of its Subsidiaries other than those listed in the preceding sentence (which, for the avoidance of doubt are not intended to include employee benefit plans maintained for the benefit of employees of SC LLC in which you participate) and (ii) relinquish and waive all rights under any agreement with SC LLC or any of its Subsidiaries not listed in the preceding sentence (excluding, for the avoidance of doubt, any employee benefit plans maintained for the benefit of employees of SC LLC or its Affiliates in which she participates).

(l) “Subsidiary” means any corporation, limited liability company, partnership, joint venture or other legal entity of which any Person (either alone or through or together with any other Subsidiary), owns, directly or indirectly, more than 50% of the capital stock, voting securities or ownership of equity interests, or the ability, whether through equity ownership, voting rights, contract or otherwise, to control, direct or cause the direction of the management or policies of such Person.

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Exhibit O

Griffith Restricted Stock Grant Agreement

FINAL COPY

SoulCycle Holdings, LLC

SoulCycle Management, LLC

[            ], 2015

Stacey Griffith

Dear Ms. Griffith:

We refer to the membership interests previously granted to you in SoulCycle Management, LLC, a Delaware limited liability company (the “Management LLC”). Management LLC currently is a member in SoulCycle Holdings, LLC, a Delaware limited liability company (“SC LLC”), holding the Series C Units in SC LLC. SC LLC intends to convert to a Delaware corporation to be named SoulCycle Inc. (“SC Inc.”), pursuant to section 265 of the Delaware General Corporation Law (the “Conversion”). In connection with the Conversion, the Series C Units in SC LLC held by Management LLC will be converted into shares of Class B Common Stock of SC Inc. and, immediately following the Conversion, Management LLC will dissolve and make a distribution to you of your Restricted Shares (as defined below). Instead of holding your equity interest in SC Inc. through Management LLC, you will become a direct stockholder of SC Inc. and hold your shares directly, subject to the terms and conditions of this letter agreement (this “Equity Incentive Letter”).

As set forth in paragraph (d) below, you agree that your membership interests in Management LLC will be cancelled and void effective upon the Conversion and the transfer to you of your Restricted Shares.

By countersigning and returning a copy of this Equity Incentive Letter, you agree that you shall be bound by all of the terms of the Equity Incentive Letter, including the provisions set forth in Annex A hereto, and that, if at any time you commit a breach of this Equity Incentive Letter, including the provisions of Annex A hereto, you will forfeit all Restricted Shares owned by you at the time of your breach. Except as otherwise provided herein, capitalized terms shall have the meanings ascribed to such terms in Annex B attached hereto.

The specific terms of your Restricted Shares are as follows:

(a) Your Participation in Management LLC. Subject to the vesting requirements of paragraph (b) below, promptly following the effective date of the Conversion and provided that you have been continuously employed by SC LLC (or SC Inc., after the Conversion) or its Subsidiaries or Affiliates from the date hereof through and including the date of the distribution to you under this paragraph (a), you shall receive a distribution of 5,000 shares of Class B Common Stock (the “Restricted Shares”) representing your 50% share of the shares of Class B Common Stock held by Management LLC immediately following the effective date of the

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Conversion. You acknowledge and agree that you do not own and are not entitled to any direct or indirect equity interest in SC LLC other than the Class B Units you own in Management LLC and you understand and agree that the number of outstanding shares of Class B Common Stock may be increased from time to time without your consent and that any such increase will result in a decrease in the percentage of the outstanding shares of Class B Common Stock represented by the shares of Class B Common Stock acquired by you hereunder. By way of example, if SC Inc. undertakes a Public Offering, additional shares will be issued, resulting in a decrease in the percentage of outstanding shares of Class B Common Stock owned by you. Of course, no assurance can be given that SC Inc. will pursue or consummate a Public Offering.

(b) Vesting. So long as you remain in continuous active employment or other active service with SC LLC (or SC Inc., after the Conversion) or its Subsidiaries or Affiliates through the applicable date of vesting, your Restricted Shares shall vest as follows: (i) in the event of a Sale Transaction, one hundred percent (100%) of your Restricted Shares shall vest upon such Sale Transaction; or (ii) in the event of a Public Offering, fifty percent (50%) of your Restricted Shares shall vest on the six-month anniversary of the consummation of such Public Offering, and the remaining fifty percent (50%) of your Restricted Shares shall vest on the eighteen-month anniversary of the consummation of such Public Offering; provided that in the event a Sale Transaction or Public Offering has not occurred on or before the seventh anniversary of the Conversion, the Restricted Shares shall lapse and be forfeited (without any further payment to you). Restricted Shares that have vested in accordance with this paragraph (b) are referred to as “Vested Shares” and Restricted Shares that have not vested in accordance with this paragraph (b) are referred to as “Unvested Shares”.

(c) Forfeiture. Upon the termination of your employment or other service with SC LLC (or SC Inc., after the Conversion) or its Subsidiaries or Affiliates for any reason (including, without limitation, by reason of death or your becoming Disabled) or no reason, all Restricted Shares then owned by you, whether Unvested Shares or Vested Shares, shall be forfeited (without the payment of any consideration to you) effective as of the date on which your termination occurs. In the event any of your Restricted Shares are forfeited for any reason (whether or not such forfeiture is pursuant to this paragraph (c)), 50% of such forfeited Restricted Shares shall be automatically transferred to each of Rice and Cutler (the “Reversion”) and you hereby irrevocably authorize SC Inc. to, and SC Inc. shall, cause the certificates representing any such forfeited Restricted Shares registered in your name to be cancelled and certificates representing 50% of such forfeited Restricted Shares to be issued in the names of each of Rice and Cutler. For avoidance of doubt, Restricted Shares transferred pursuant to the Reversion shall not be subject to the terms and conditions of this Equity Incentive Letter, and shall be vested and non-forfeitable with respect to Rice and Cutler, as applicable, as of the date of the Reversion. Rice and Cutler are express third-party beneficiaries of this Equity Incentive Letter, including without limitation the release described in paragraph (a) of Annex A hereto. Each of Cutler and Rice shall, for all purposes, be deemed stockholders of record on the date of the Reversion with respect to the Restricted Shares transferrable to them under this paragraph, and SC Inc. shall take all reasonable steps necessary to effectuate such transfer.

(d) Cancellation of Membership Interests. You acknowledge and agree that the distribution to you of Restricted Shares hereunder is in lieu of, and to replace, your membership interests in Management LLC. By signing this Agreement, you agree that, upon the

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effectiveness of this Equity Incentive Letter pursuant to paragraph (f) hereof, any and all such membership interests shall be cancelled and forfeited, and shall be null, void and without any legal force or effect. You acknowledge and agree that this grant of the Restricted Shares is good and valuable and sufficient consideration for the cancellation of any and all such membership interests in Management LLC. You further agree to the dissolution of Management LLC and the liquidation thereof, as described herein.

(e) Non-Transferable. You may not sell, transfer, assign, pledge, grant a security interest in or otherwise dispose of or encumber (“Transfer”) all or any portion of your Unvested Shares without the written consent of the Board of Directors of SC Inc. (the “Board”), which consent may be granted or withheld in the sole discretion of the Board, and any purported Transfer made without such consent shall be void ab initio. You may Transfer all or any portion of your Vested Shares provided that any Transfer shall be made in compliance with applicable federal and state securities laws.

(f) Effective Date. You agree as follows: (i) this Equity Incentive Letter has been executed and delivered by the parties hereto as of the date hereof; (b) this Agreement will become effective on the later to occur of (i) the effective date of the Conversion and (ii) the date as of which all of the parties hereto have executed and delivered this Equity Incentive Letter; and (iii) this Equity Incentive Letter will terminate and be of no further force or effect if the Conversion has not occurred by May 21, 2015 (or such later date as may be agreed by Cutler, Rice and SC LLC).

You acknowledge and agree that you have had an opportunity to consult, and you have consulted, to the extent so desired, with financial, legal and tax advisors of your own selection with respect to the Restricted Shares and the terms of this Equity Incentive Letter. You further acknowledge and agree that you have not received and are not relying on Cutler, Rice, SC LLC, SC Inc., Management LLC or any of their Subsidiaries or Affiliates for any such advice. You shall not have any right to be retained in the employ or engagement of SC LLC, SC Inc. or any of their respective Subsidiaries, and nothing in this Equity Incentive Letter shall interfere in any way with the right of your employer or service recipient to terminate your employment or other services at any time for any reason. This Equity Incentive Letter shall be binding upon and inure to the benefit of the parties to this agreement and their respective successors and assigns, including, without limitation, SC Inc. immediately following the Conversion.

This Equity Incentive Letter shall be governed by and construed in accordance with, the law of the State of Delaware, without regard to principles of conflicts of law. All matters arising hereunder shall only be heard in the federal and state courts located in the State of Delaware or the State of New York, County of New York. You consent to the non-exclusive personal jurisdiction of each such court. You hereby agree to waive the right to a jury trial in any dispute under this Equity Incentive Letter or any of the agreements referenced herein. This Equity Incentive Letter shall not be amended or modified in any respect except by a writing signed by you on the one hand, and SC LLC or SC Inc., as the case may be, on the other hand, and such writing and this Equity Incentive Letter may be signed in separate counterpart copies, including facsimile or other electronically transmitted counterpart copies, but such copies taken together shall constitute one and the same instrument.

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[Signature Page Follows]

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Please indicate that the above accurately reflects our understanding by signing this Equity Incentive Letter in the space provided for your signature below and returning a copy of this Equity Incentive Letter to the undersigned party.

Very truly yours,
SoulCycle Holdings, LLC, on behalf of itself and its successor by conversion, SoulCycle Inc.
By:
Name:	Larry Segall
Title:	Executive Vice President and Chief Financial Officer
SoulCycle Management, LLC
By:
Name:	Elizabeth Cutler
Title:	Manager
By:
Name:	Julie Rice
Title:	Manager

Accepted and agreed in all respects:
	Stacey Griffith

[Signature Page to Griffith Restricted Shares Equity Incentive Letter]

Annex A

(a) Release. Notwithstanding anything in this Equity Incentive Letter to the contrary, in no event shall any of your Restricted Shares become Vested Shares unless and until you deliver to SC Inc. a release, in form and substance reasonably satisfactory to SC Inc., under which you release and discharge SC Inc., the shareholders of SC Inc., the Subsidiaries of SC Inc., and each of their respective Affiliates, and their respective officers, directors, managers, employees and agents, from any claim or cause of action of any kind, including, but not limited to, any claim or cause of action arising out of your employment or the termination of your employment with SC Inc. or any Subsidiary of SC Inc., but excluding claims and causes of action relating to (i) any obligation of SC Inc. to make payments or provide benefits after termination of employment or retention pursuant to any Separate Agreement or (ii) SC Inc.’s compliance with the terms hereof.

(b) Non-Competition. Except as otherwise provided in your Separate Agreement, if any (in which event such Separate Agreement, if any, shall control in all respects), you acknowledge that SC Inc. would not have issued to you the Restricted Shares but for the covenants contained in this Annex A (the “Restrictive Covenants”), which are made by you for the benefit of SC Inc. and the Subsidiaries of SC Inc. and each of their respective Affiliates. Accordingly, you agree that the Restrictive Covenants shall apply to you as provided below (except as otherwise expressly set forth above):

(i) For the period (the “Restricted Period”) beginning on the date hereof and ending on the later to occur of (A) the first anniversary of the date on which your employment with SC LLC (or SC Inc., after the Conversion) or any Subsidiary thereof is terminated or ceases to exist for any reason, and (B) the second anniversary of the date on which any portion of the Restricted Shares first vests, you covenant and agree not to, directly or indirectly, conduct, manage, operate, engage in or have an ownership interest in any business or enterprise (other than the parties described in paragraph (a) of this Annex A for whom these Restrictive Covenants are expressly intended to benefit) engaged in the management and/or operation of any form of in-premises fitness-related training or classes other than full-service health clubs and/or gyms; provided, however, that you may own, directly or indirectly, solely as a passive investment, securities of any Person if you are not a controlling person of, or a member of a group that controls, such Person, and does not, directly or indirectly, own two percent (2%) or more of any class of securities of such Person.

(ii) During the Restricted Period, you shall not, directly or indirectly, (A) solicit or encourage any employee, officer, or director of SC Inc. or any Subsidiaries of SC Inc. or any of their respective Affiliates, to leave the employment thereby; or (B) hire any employee or former employee or any officer or director of SC Inc., any Subsidiaries of SC Inc. or any of their respective Affiliates.

(iii) During the Restricted Period, you shall not, directly or indirectly, solicit or encourage any Person who is a supplier, customer, client, distributor, or advertiser of the SC Inc., any Subsidiaries of SC Inc. or any of their respective Affiliates to discontinue such Person’s business relationship with the SC Inc., any Subsidiaries of SC Inc. or any of their respective Affiliates, as the case may be.

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(iv) The provisions of this paragraph (b) may be assigned by SC Inc. to the purchaser or other acquirer of SC Inc. or its assets or business (in which event the provisions of this paragraph (b) shall continue to be binding upon you and shall be enforceable by the purchaser or other acquirer).

(v) You acknowledge that (a) you have had an opportunity to seek advice of counsel in connection with all of the provisions of this Equity Incentive Letter including, without limitation, the Restrictive Covenants contained herein; (b) the Restrictive Covenants are reasonable in scope and in all other respects; (c) any violation of the Restrictive Covenants will result in irreparable injury to the SC Inc., any Subsidiaries of SC Inc. and any of their respective Affiliates, as applicable; (d) money damages would not be an adequate remedy to SC Inc., any Subsidiaries of SC Inc. and any of their respective Affiliates, as applicable, in the event of a breach or threatened breach of any of the Restrictive Covenants by you; and (e) specific performance in the form of injunctive relief would be an appropriate remedy in such case for SC Inc., any Subsidiaries of SC Inc. and any of their respective Affiliates, as applicable. If you breach or threaten to breach a Restrictive Covenant, SC Inc., any Subsidiaries of SC Inc. and any of their respective Affiliates, as applicable, shall be entitled, in addition to all other remedies, to an injunction restraining any such breach, without any bond or other security being required and without the necessity of showing actual damages.

(c) Confidentiality. The terms and conditions hereof and the discussions between the parties will be confidential information and will not be disclosed to any third party by any means, including press releases or any kind of news communication, without the consent of SC LLC, SC Inc. or any of their Subsidiaries or Affiliates; provided, however, you may disclose the terms and conditions hereof to your legal, financial and tax advisors.

(d) Responsibility for taxes; withholding.

(i) You agree that you shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on you (including any taxes and penalties arising under section 409A of the Code) as a result of your receipt and the vesting of Restricted Shares hereunder, and neither SC LLC, SC Inc., Management LLC, Cutler, Rice nor any of their Affiliates nor any of their respective employees, directors, or agents shall have any obligation to mitigate, indemnify, or to otherwise hold you harmless from any or all of such taxes.

(ii) Notwithstanding any other provision hereof, concurrently with any income tax recognition event by you in respect of your Restricted Shares, you shall pay to SC Inc. an amount in cash equal to the amount of the minimum statutory withholding or your share of other taxes payable by SC Inc. with respect to such income tax recognition event. To the extent that you fail to pay such amount to SC Inc., SC Inc. shall be entitled to, and you hereby irrevocably authorize SC Inc. to, and SC Inc. shall, cause the certificates representing a number of Restricted Shares registered in your name having a then fair market value equal to the amount (not to exceed the minimum statutory withholding amounts) you so failed to pay to SC Inc. to be cancelled and to be reissued to SC Inc. as treasury shares.

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(iii) If and to the extent that SC Inc. shall be required to and does withhold any amount in respect of any such income tax recognition event any amounts owed to you by SC Inc. or any of its Affiliates, you shall be deemed for all purposes hereof to have received a payment from SC Inc. as of the time of such withholding or the time tax is required to be paid, as applicable. To the extent that the aggregate amount that SC Inc. is so required to withhold for any period exceeds the amount of any payments to which you are entitled for that period, you shall make a prompt payment to SC Inc. of the amount of such excess.

(iv) You shall, to the fullest extent permitted by applicable law, indemnify and hold harmless SC Inc. and each Person who is or who is deemed to be the responsible withholding agent for SC Inc. for federal, state or local income tax purposes against all claims, liabilities and expenses of any kind (other than any claims, liabilities and expenses in the nature of penalties and accrued interest thereon that result solely from such Person’s fraud, willful misfeasance or gross negligence) relating to such Person’s obligation to withhold and to pay over, or otherwise pay, any withholding or your share of other taxes payable by the Company in respect of your Restricted Shares.

(e) All calculations and distributions made pursuant to this Equity Incentive Letter shall be made by SC LLC (or SC Inc., after the Conversion) in good faith and shall be final and binding on all parties.

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Annex B

1. Definitions. The following terms when used herein have their indicated meanings.

(a) “Affiliate” means, with respect to any Person, any other Person who directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person; “Affiliate” shall also include, in the case of a natural person, any trust for the benefit of such person or such person’s family members.

(b) “Class B Common Stock” means:

(i) prior to a Public Offering, the Class B common stock, par value $0.01 per share, of SC Inc., and

(ii) thereafter, the common stock of SC Inc. as then constituted.

(c) “Code” means the Internal Revenue Code of 1986, as amended from time to time, and the provisions of succeeding law.

(d) “Cutler” means Elizabeth P. Cutler, an individual.

(e) “Disabled,” shall mean that you are physically or mentally incapacitated so as to render you incapable of performing the essential functions of your job and such incapacity cannot be reasonably accommodated by your employer without undue hardship, and such incapacity continues for more than one hundred twenty (120) days in any twelve (12) consecutive month period, or for more than ninety (90) consecutive days.

(f) “Person” means an individual, corporation, association, partnership, joint venture, limited liability company, estate, trust or any other legal entity, and the term “natural person” shall mean an individual.

(g) “Public Offering” means any primary or secondary public offering of any securities of SC Inc. or any successor thereto pursuant to an effective registration statement under the Securities Act, other than pursuant to a registration statement on Form S-4 or Form S-8 or any successor or similar form, that results in the listing of a class of equity securities of SC Inc. on the New York Stock Exchange or other national securities exchange or quotation system in the United States.

(h) “Rice” means Julie J. Rice, an individual.

(i) “Sale Transaction” means the occurrence of any distribution or dividend from SC Inc. with respect to shares of Class B Common Stock or the receipt by SC Inc. of any proceeds from the sale of shares of Class B Common Stock held by SC Inc.

(j) “Securities Act” means the Securities Act of 1933, as amended.

(k) “Separate Agreement” means the following agreements: (i) Employment Agreement, dated May 23, 2011, by and between Stacey Griffith and SC LLC; (ii) Equity Grant

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Letter, dated May 23, 2011, by and between Stacey Griffith and Management LLC; (iii) Exchange Agreement, dated May 23, 2011, by and between Stacey Griffith, Elizabeth P. Cutler, Julie J. Rice and SC LLC; (iv) Offer Letter, dated May 23, 2011, by and between Stacey Griffith and SC LLC; (v) Limited Liability Company Agreement of Management LLC dated as of May 23, 2011; and (vi) this Equity Incentive Letter. You hereby (i) acknowledge and agree that you are not a party to any written or enforceable oral agreement with SC LLC or any of its Subsidiaries other than those listed in the preceding sentence (which, for the avoidance of doubt are not intended to include employee benefit plans maintained for the benefit of employees of SC LLC in which you participate) and (ii) relinquish and waive all rights under any agreement with SC LLC or any of its Subsidiaries not listed in the preceding sentence (excluding, for the avoidance of doubt, any employee benefit plans maintained for the benefit of employees of SC LLC or its Affiliates in which she participates).

(l) “Subsidiary” means any corporation, limited liability company, partnership, joint venture or other legal entity of which any Person (either alone or through or together with any other Subsidiary), owns, directly or indirectly, more than 50% of the capital stock, voting securities or ownership of equity interests, or the ability, whether through equity ownership, voting rights, contract or otherwise, to control, direct or cause the direction of the management or policies of such Person.

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EX-10.5

Exhibit 10.5

EXECUTION COPY

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of the 6^th day of April, 2015, by and among SoulCycle Holdings, LLC, a Delaware limited liability company (“SCH”), that will convert into a Delaware corporation pursuant to the Redemption Agreement (as defined herein) (following the conversion, the “Company”), each of the persons (including the Founders (as defined herein) in their capacities as Investors) listed on Schedule A hereto, each of which is referred to in this Agreement as a “Investor” and, solely for purposes of the provisions herein expressly relating to the Founders (as defined herein), the Founders in their capacities as Founders.

RECITALS

WHEREAS, the Company and the Founders are parties to the Redemption Agreement, dated April 6, 2015 (the “Redemption Agreement”), pursuant to which, among things, SCH will convert into the Company upon the filing of a certificate of conversion required thereby; and

WHEREAS, in connection with the transactions contemplated by the Redemption Agreement, the Investors, the Founders and the Company desire to enter into this Agreement, which shall, among other things, govern the rights of the Investors to cause the Company to register shares of Common Stock issued or issuable to the Investors in connection with the transactions contemplated by the Redemption Agreement.

NOW, THEREFORE, the parties hereby agree as follows:

1. Definitions. For purposes of this Agreement:

1.1 “Affiliate” means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with such Person, including without limitation any general partner, managing member, officer or director of such Person or any fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.

1.2 “Class A Common Stock” means shares of the Company’s common stock, par value $0.01 per share.

1.3 “Class B Common Stock” means shares of the Company’s common stock, par value $0.01 per share.

1.4 “Common Stock” means, prior to an IPO shares of Class A Common Stock and Class B Common Stock, and thereasfer, the common stock of the Company (or any successor thereto) as then constituted.

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1.5 “Conversion” means the conversion of SCH into the Company pursuant to a certificate of conversion undertaken in accordance with the Redemption Agreement.

1.6 “Damages” means any loss, damage, claim or liability (joint or several) to which a party hereto may become subject under the Securities Act, the Exchange Act, or other federal or state law, insofar as such loss, damage, claim or liability (or any action in respect thereof) arises out of or is based upon: (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement of the Company, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto; (ii) an omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; or (iii) any violation or alleged violation by the indemnifying party (or any of its agents or Affiliates) of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act, or any state securities law applicable to the Company and relating to action or inaction required of the Company in connection with any offering covered by such registration, qualification or compliance.

1.7 “Derivative Securities” means any securities or rights convertible into, or exercisable or exchangeable for (in each case, directly or indirectly), Common Stock, including options and warrants.

1.8 “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

1.9 “Excluded Registration” means (i) a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to an incentive stock, stock option, stock purchase, or similar plan; (ii) a registration relating to an SEC Rule 145 transaction; (iii) a registration in connection with an exchange offer or a rights offering exclusively to holders of existing securities or otherwise pursuant to a dividend reinvestment plan; (iv) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; (v) a registration on any registration form on which the Company is not permitted to register resales; (vi) a shelf registration under Rule 415 under the Securities Act for the account of the Company; or (vii) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered.

1.10 “Form S-1” means such form under the Securities Act as in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the SEC.

1.11 “Form S-3” means such form under the Securities Act as in effect on the date hereof or any registration form under the Securities Act subsequently adopted by the SEC that permits incorporation of substantial information by reference to other documents filed by the Company with the SEC.

1.12 “Founders” means each of Elizabeth P. Cutler, Irrevocable Trust FBO Lucia Hodges Cutler u/t/d March 20, 2011, the Irrevocable Trust FBO Nina Plamondon Cutler u/t/d March 20, 2011, Julie J. Rice, the Trust F/B/O Parker R. Rice under Julie J. Rice 2011 GRAT and the Trust F/B/O Phoebe Rice under Julie J. Rice 2011 GRAT.

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1.13 “GAAP” means generally accepted accounting principles in the United States.

1.14 “Holder” means any holder of Registrable Securities who is a party to this Agreement.

1.15 “Immediate Family Member” means a child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including, adoptive relationships, of a natural person referred to herein.

1.16 “Initiating Holders” means, collectively, Holders who properly initiate a registration request under this Agreement.

1.17 “IPO” means the Company’s first underwritten public offering of its Common Stock under the Securities Act.

1.18 “New Securities” means, collectively, equity securities of the Company, whether or not currently authorized, as well as rights, options, or warrants to purchase such equity securities, or securities of any type whatsoever that are, or may become, convertible or exchangeable into or exercisable for such equity securities.

1.19 “Person” means any individual, corporation, partnership, trust, limited liability company, association or other entity.

1.20 “Registrable Securities” means (i) any Common Stock, or any Common Stock issued or issuable (directly or indirectly) upon conversion and/or exercise of any securities of the Company, acquired by the Investors or their Permitted Transferees after the date hereof; and (ii) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, the shares referenced in clause (i) above; excluding in all cases, however, any Registrable Securities sold by a Person in a transaction in which the applicable rights under this Agreement are not assigned pursuant to Subsection 3.1, and excluding for purposes of Section 2 any shares for which registration rights have terminated pursuant to Subsection 2.12 of this Agreement.

1.21 “Registrable Securities then outstanding” means the number of shares determined by adding the number of shares of outstanding Common Stock that are Registrable Securities and the number of shares of Common Stock issuable (directly or indirectly) pursuant to then exercisable and/or convertible securities that are Registrable Securities.

1.22 “Restricted Securities” means shares of Common Stock that are Registrable Securities until the earlier to occur of (i) a Form S-1 registration statement or Form S-3 registration statement has been filed and declared effective by the SEC with respect to such Registrable Securities or (ii) such Registrable Securities may be sold without restriction under SEC Rule 144.

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1.23 “SCH” means SoulCycle Holdings, LLC, a Delaware limited liability company and predecessor of the Company prior to the Conversion.

1.24 “SEC” means the Securities and Exchange Commission.

1.25 “SEC Rule 144” means Rule 144 promulgated by the SEC under the Securities Act.

1.26 “SEC Rule 145” means Rule 145 promulgated by the SEC under the Securities Act.

1.27 “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

1.28 “Selling Expenses” means all underwriting discounts, selling commissions, and stock transfer taxes applicable to the sale of Registrable Securities, and fees and disbursements of counsel for any Holder, except for the fees and disbursements of the Selling Holder Counsel borne and paid by the Company as provided in Subsection 2.6.

2. Registration Rights. The Company covenants and agrees as follows:

2.1 Demand Registration.

(a) Form S-1 Demand. If at any time after one hundred eighty (180) days after the effective date of the registration statement for the IPO, the Company receives a request from Holders of thirty percent (30%) of the Registrable Securities then outstanding that the Company file a Form S-1 registration statement with respect to at least forty percent (40%) of the Registrable Securities then outstanding (or a lesser percent if the anticipated aggregate offering price, net of Selling Expenses, would exceed $10 million), then the Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(c) and 2.3.

(b) Form S-3 Demand. If at any time when it is eligible to use a Form S-3 registration statement, the Company receives a request from Holders of at least thirty percent (30%) of the Registrable Securities then outstanding that the Company file a Form S-3 registration statement with respect to outstanding Registrable Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses, of at least $5 million, then the Company shall (i) within ten (10) days after the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders; and (ii) as soon as practicable, and in any

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event within forty-five (45) days after the date such request is given by the Initiating Holders, file a Form S-3 registration statement under the Securities Act covering all Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(c) and 2.3.

(c) Notwithstanding the foregoing obligations, if the Company furnishes to Holders requesting a registration pursuant to this Subsection 2.1 a certificate signed by the Company’s Chief Executive Officer stating that in the good faith judgment of the Company’s Board of Directors it would be materially detrimental or disadvantageous to the Company and its stockholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would (i) materially interfere with a significant acquisition, divestiture, financing, corporate reorganization, or other similar transaction or the unavailability for reasons beyond the Company’s reasonable control of any required financial statements or any other event or condition of similar significance to the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act to permit use of such registration statement (a “Blackout Determination”), then the Company shall have the right to defer taking action with respect to such filing, for a period of not more than ninety (90) days after the request of the Initiating Holders is given; provided, however, that the Company may not invoke this right more than once in any twelve (12) month period; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such ninety (90) day period other than an Excluded Registration. In addition, in the case of any registration of Registrable Securities on Form S-3 that are intended to be offered on a continuous or delayed basis as contemplated by Section 2.5(a), upon written notice from the Company of a Blackout Determination, such Holders shall suspend sales of the Registrable Securities pursuant to such registration statement until the earlier of (x) the date upon which such material information is disclosed to the public or ceases to be material (or the Company otherwise complies with applicable requirements of the Securities Act and the Exchange Act), (y) thirty (30) days after the Board made such good faith determination, unless resuming use of the registration statement is then prohibited by applicable rules or published interpretations of the SEC, or (z) such time as the Company notifies such Holders that sales pursuant to such registration statement may be resumed (the number of days from the day of such suspension of sales of the Holders until day when such sales may be resumed hereunder is hereinafter called a “Sales Blackout Period”). The Company shall use commercially reasonable efforts to minimize any Sales Blackout Period. If there is Blackout Determination, the period set forth in Section 2.5(a) shall be extended for a number of days equal to the number of days in the Sales Blackout Period.

(d) The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Subsection 2.1(a) (i) during the period that is sixty (60) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is one hundred eighty (180) days after the effective date of, a Company-initiated registration, provided, that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (ii) after the Company has effected two (2) registrations pursuant to Subsection 2.1(a); or (iii) if the Initiating Holders propose to dispose

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of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Subsection 2.1(b). The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Subsection 2.1(b) (i) during the period that is sixty (60) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is one hundred eighty (180) days after the effective date of, a Company-initiated registration, provided, that the Company is actively employing its good faith commercially reasonable efforts to cause such registration statement to become effective; or (ii) if the Company has effected two (2) registrations pursuant to Subsection 2.1(b) within the twelve (12) month period immediately preceding the date of such request. A registration shall not be counted as “effected” for purposes of this Subsection 2.1(d) until such time as the applicable registration statement has been declared effective by the SEC, unless the Initiating Holders withdraw their request for such registration, elect not to pay the registration expenses therefor, and forfeit their right to one demand registration statement pursuant to Subsection 2.6, in which case such withdrawn registration statement shall be counted as “effected” for purposes of this Subsection 2.1(d).

2.2 Company Registration. If the Company proposes to register (including, for this purpose, a registration effected by the Company for stockholders other than the Holders) any of its securities under the Securities Act in connection with the public offering of such securities solely for cash (other than in an Excluded Registration), the Company shall, at such time, promptly give each Holder notice of such registration. Upon the request of each Holder given within twenty (20) days after such notice is given by the Company, the Company shall, subject to the provisions of Subsection 2.2, cause to be registered all of the Registrable Securities that each such Holder has requested to be included in such registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Subsection 2.2 before the effective date of such registration, whether or not any Holder has elected to include Registrable Securities in such registration. The expenses (other than Selling Expenses) of such withdrawn registration shall be borne by the Company in accordance with Subsection 2.6.

2.3 Underwriting Requirements.

(a) If, pursuant to Subsection 2.1, the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Subsection 2.1, and the Company shall include such information in the Demand Notice. The underwriter(s) will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. In such event, the right of any Holder to include such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Subsection 2.4(e)) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting. Notwithstanding any other provision of this Subsection 2.3, if the managing underwriter(s) advise(s) the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities that otherwise would be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be allocated among such Holders of Registrable Securities, including the Initiating Holders, in proportion (as nearly as practicable) to the number of Registrable Securities owned by each Holder or in such

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other proportion as shall mutually be agreed to by all such selling Holders; provided, however, that the number of Registrable Securities held by the Holders to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest one hundred (100) shares.

(b) In connection with any offering involving an underwriting of shares of the Company’s capital stock pursuant to Subsection 2.2, the Company shall not be required to include any of the Holders’ Registrable Securities in such underwriting unless the Holders accept the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the selling Holders in proportion (as nearly as practicable to) the number of Registrable Securities owned by each selling Holder or in such other proportions as shall mutually be agreed to by all such selling Holders. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest one hundred (100) shares. Notwithstanding the foregoing, in no event shall (i) the number of Registrable Securities included in the offering be reduced unless all other securities (other than securities to be sold by the Company) are first entirely excluded from the offering or (ii) the number of Registrable Securities included in the offering be reduced below thirty percent (30%) of the total number of securities included in such offering, unless such offering is the IPO, in which case the selling Holders may be excluded further if the underwriters make the determination described above and no other stockholder’s securities are included in such offering. For purposes of the provision in this Subsection 2.3(b) concerning apportionment, for any selling Holder that is a partnership, limited liability company, or corporation, the partners, members, retired partners, retired members, stockholders, and Affiliates of such Holder, or the estates and Immediate Family Members of any such partners, retired partners, members, and retired members and any trusts for the benefit of any of the foregoing Persons, shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate number of Registrable Securities owned by all Persons included in such “selling Holder,” as defined in this sentence.

(c) For purposes of Subsection 2.1, a registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provisions in Subsection 2.3(a), fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included.

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2.4 Obligations of the Company. Whenever required under this Section 2 to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible:

(a) prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its commercially reasonable efforts to cause such registration statement to become effective and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for a period of up to one hundred twenty (120) days or, if earlier, until the distribution contemplated in the registration statement has been completed; provided, however, that (i) such one hundred twenty (120) day period shall be extended for a period of time equal to the period the Holder refrains, at the request of an underwriter of Common Stock (or other securities) of the Company, from selling any securities included in such registration, and (ii) in the case of any registration of Registrable Securities on Form S-3 that are intended to be offered on a continuous or delayed basis, subject to compliance with applicable SEC rules, such one hundred twenty (120) day period shall be extended for up to an additional one hundred twenty (120) days, if necessary, to keep the registration statement effective until all such Registrable Securities are sold;

(b) prepare and file with the SEC such amendments and supplements to such registration statement, and the prospectus used in connection with such registration statement, as may be necessary to comply with the Securities Act in order to enable the disposition of all securities covered by such registration statement;

(c) furnish to the selling Holders such numbers of copies of a prospectus, including a preliminary prospectus, as required by the Securities Act, and such other documents as the Holders may reasonably request in order to facilitate their disposition of their Registrable Securities;

(d) use its commercially reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or blue-sky laws of such jurisdictions as shall be reasonably requested by the selling Holders; provided that the Company shall not be required to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;

(e) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the underwriter(s) of such offering;

(f) use its commercially reasonable efforts to cause all such Registrable Securities covered by such registration statement to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by the Company are then listed;

(g) provide a transfer agent and registrar for all Registrable Securities registered pursuant to this Agreement and provide a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration;

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(h) promptly make available for inspection by the selling Holders, any managing underwriter(s) participating in any disposition pursuant to such registration statement, and any attorney or accountant or other agent retained by any such underwriter or selected by the selling Holders, all financial and other records, pertinent corporate documents, and properties of the Company, and cause the Company’s officers, directors, employees, and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant, or agent, in each case, as necessary or advisable to verify the accuracy of the information in such registration statement and to conduct appropriate due diligence in connection therewith;

(i) notify each selling Holder, promptly after the Company receives notice thereof, of the time when such registration statement has been declared effective or a supplement to any prospectus forming a part of such registration statement has been filed; and

(j) after such registration statement becomes effective, notify each selling Holder of any request by the SEC that the Company amend or supplement such registration statement or prospectus.

In addition, the Company shall ensure that, at all times after any registration statement covering a public offering of securities of the Company under the Securities Act shall have become effective pursuant to this Section 2, its insider trading policy shall provide that the Company’s directors may implement a trading program under Rule 10b5-1 of the Exchange Act subject to the terms and conditions set forth in such policy.

2.5 Furnish Information. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 2 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as is reasonably required to effect the registration of such Holder’s Registrable Securities.

2.6 Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section 2, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements, not to exceed $25,000, of one counsel for the selling Holders (“Selling Holder Counsel”), shall be borne and paid by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Subsection 2.1 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one registration pursuant to Subsections 2.1(a) or 2.1(b), as the case may be; provided further that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any

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of such expenses and shall not forfeit their right to one registration pursuant to Subsections 2.1(a) or 2.1(b). All Selling Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

2.7 Delay of Registration. No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any registration pursuant to this Agreement as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 2.

2.8 Indemnification. If any Registrable Securities are included in a registration statement under this Section 2:

(a) To the extent permitted by law, the Company will indemnify and hold harmless each selling Holder, and the partners, members, officers, directors, and stockholders of each such Holder; any underwriter (as defined in the Securities Act) of Registrable Securities covered by the registration statement; and each Person, if any, who controls such Holder or underwriter within the meaning of Section 15 of the Securities Act, against any Damages, and the Company will pay to each such Holder, underwriter, controlling Person, or other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result, as such expenses are incurred; provided, however, that the indemnity agreement contained in this Subsection 2.8(a) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company be liable for any Damages to the extent that they arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of any such Holder, underwriter, controlling Person, or other aforementioned Person expressly for use in connection with such registration.

(b) To the extent permitted by law, each selling Holder, severally and not jointly, will indemnify and hold harmless the Company, and each of its directors, each of its officers who has signed the registration statement, each Person (if any), who controls the Company within the meaning of Section 15 of the Securities Act, any underwriter (as defined in the Securities Act) of Registrable Securities covered by the registration statement, any other Holder selling securities in such registration statement, and each Person, if any, who controls such underwriter or other Holder within the meaning of Section 15 of the Securities Act, against any Damages, in each case only to the extent that such Damages arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of such selling Holder expressly for use in connection with such registration; and each such selling Holder will pay to the Company and each other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result, as such expenses are incurred; provided, however, that the indemnity agreement contained in this Subsection 2.8(b) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; and provided further that in no event shall the aggregate amounts payable by any Holder by way

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of indemnity or contribution under Subsections 2.8(b) and 2.8(d) exceed the proceeds from the offering received by such Holder (net of any Selling Expenses paid by such Holder), except in the case of fraud or willful misconduct by such Holder.

(c) Promptly after receipt by an indemnified party under this Subsection 2.8 of notice of the commencement of any action (including any governmental action) for which a party may be entitled to indemnification hereunder, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Subsection 2.8, give the indemnifying party notice of the commencement thereof. The indemnifying party shall have the right to participate in such action and, to the extent the indemnifying party so desires, participate jointly with any other indemnifying party to which notice has been given, and to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such action.

(d) To provide for just and equitable contribution to joint liability under the Securities Act in any case in which either: (i) any party otherwise entitled to indemnification hereunder makes a claim for indemnification pursuant to this Subsection 2.8 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case, notwithstanding the fact that this Subsection 2.8 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of any party hereto for which indemnification is provided under this Subsection 2.8, then, and in each such case, such parties will contribute to the aggregate losses, claims, damages, liabilities, or expenses to which they may be subject (after contribution from others) in such proportion as is appropriate to reflect the relative fault of each of the indemnifying party and the indemnified party in connection with the statements, omissions, or other actions that resulted in such loss, claim, damage, liability, or expense, as well as to reflect any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or allegedly untrue statement of a material fact, or the omission or alleged omission of a material fact, relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission; provided, however, that, in any such case (x) no Holder will be required to contribute any amount in excess of the public offering price of all such Registrable Securities offered and sold by such Holder pursuant to such registration statement, and (y) no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation; and provided further that in no event shall a Holder’s liability pursuant to this Subsection 2.8(d), when combined with the amounts paid or payable by such Holder pursuant to Subsection 2.8(d), exceed the proceeds from the offering received by such Holder (net of any Selling Expenses paid by such Holder), except in the case of willful misconduct or fraud by such Holder.

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(e) Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control.

(f) Unless otherwise superseded by an underwriting agreement entered into in connection with the underwritten public offering, the obligations of the Company and Holders under this Subsection 2.8 shall survive the completion of any offering of Registrable Securities in a registration under this Section 2, and otherwise shall survive the termination of this Agreement.

2.9 Reports Under Exchange Act. With a view to making available to the Holders the benefits of SEC Rule 144 and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company shall:

(a) use commercially reasonable efforts to make and keep available adequate current public information, as those terms are understood and defined in SEC Rule 144, at all times after the effective date of the registration statement filed by the Company for the IPO;

(b) use commercially reasonable efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act (at any time after the Company has become subject to such reporting requirements); and

(c) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) to the extent accurate, a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after ninety (90) days after the effective date of the registration statement filed by the Company for the IPO), the Securities Act, and the Exchange Act (at any time after the Company has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after the Company so qualifies); (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company; and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC that permits the selling of any such securities without registration (at any time after the Company has become subject to the reporting requirements under the Exchange Act) or pursuant to Form S-3 (at any time after the Company so qualifies to use such form).

2.10 Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the consent of each of the Founders, enter into any agreement with any holder or prospective holder of any securities of the Company that would allow such holder or prospective holder (i) to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities of the Holders that are included; or (ii) allow

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such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder; provided, that the foregoing shall not in any manner apply to any agreement providing rights to registration that the Company shall enter into with Equinox Holdings, Inc. and its direct and indirect owners and any Affiliate of the foregoing as long as such agreement provides for the Holders to participate in any demand registration and, as applicable any underwriting, subject to any customary cut back provisions (which shall be pro rata and shall not otherwise provide for disparate treatment of the Holders) in the case of an underwriting.

2.11 Restrictions on Transfer.

(a) The Restricted Securities shall not be sold, pledged, or otherwise transferred, and the Company shall not recognize and shall issue stop-transfer instructions to its transfer agent with respect to any such sale, pledge, or transfer, except upon the conditions specified in Subsection 2.11(c), which conditions are intended to ensure compliance with the provisions of the Securities Act. A transferring Holder will cause any proposed purchaser, pledgee, or transferee of Restricted Securities held by such Holder to agree to take and hold such securities subject to the provisions and upon the conditions specified in Subsection 2.11(c).

(b) Each certificate, instrument, or book entry representing the Restricted Securities and any other securities issued in respect of such Restricted Securities, upon any stock split, stock dividend, recapitalization, merger, consolidation, or similar event, shall be notated with a legend substantially in the following form:

THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD, PLEDGED, OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR A VALID EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT.

THE SECURITIES REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF A REGISTRATION RIGHTS AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.

The Holders consent to the Company making a notation in its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in this Subsection 2.11.

(c) The holder of such Restricted Securities, by acceptance of ownership thereof, agrees to comply in all respects with the provisions of this Subsection 2.11. Before any proposed sale, pledge, or transfer of any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transaction, the Holder thereof shall give notice to the Company of such Holder’s intention to effect such sale, pledge, or transfer. Each such notice shall describe the manner and circumstances of the proposed sale,

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pledge, or transfer in sufficient detail and, if reasonably requested by the Company, shall be accompanied at such Holder’s expense by either (as determined by such Holder) (i) a written opinion of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transaction may be effected without registration under the Securities Act; (ii) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Restricted Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (iii) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Restricted Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. The Company will not require such a legal opinion or “no action” letter (x) in any transaction in compliance with SEC Rule 144; or (y) in any transaction in which such Holder distributes Restricted Securities to an Affiliate or Permitted Transferee of such Holder for no consideration; provided that each transferee agrees in writing to be subject to the terms of this Subsection 2.11. Each certificate, instrument, or book entry representing the Restricted Securities transferred as above provided shall be notated with, except if such transfer is made pursuant to SEC Rule 144, the appropriate restrictive legend set forth in Subsection 2.11(b), except that such certificate instrument, or book entry shall not be notated with such restrictive legend if, in the opinion of counsel for such Holder and the Company, such legend is not required in order to establish compliance with any provisions of the Securities Act.

2.12 Termination of Registration Rights. The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections 2.1 or 2.2 shall terminate upon the earlier to occur of:

(a) such date on or after the closing of the Company’s IPO when such Holder’s Registrable Securities could be sold without restriction under SEC Rule 144; and

(b) the fifth (5^th) anniversary of the IPO, as defined in the certificate of incorporation of the Company in effect upon the Conversion.

2.13 Market Stand-Off Agreement. Each Holder agrees that, in connection with any public offering of the Company’s Common Stock or other equity securities, and upon the request of any managing underwriter in such offering, such Holder shall not, without the prior written consent of such managing underwriter, sell or otherwise transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale of, any Common Stock or equity securities of the Company held by such Holder (other than those included in the registration statement) during the period commencing on the date of the final prospectus for the public offering filed under the Securities Act and ending on the date specified by the managing underwriter (such period not to exceed one hundred eighty (180) days following the effective date of the registration statement plus such additional period up to thirty-five (35) days as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (A) the publication or other distribution of research reports and (B) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor

14

provisions or amendments thereto). The foregoing provisions of this Subsection 2.13 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to the Holders only if all executive officers, directors and key employees of the Company and holders of at least five percent (5%) of the Company’s voting securities (treating for this purpose all shares of Common Stock issuable upon exercise of or conversion of outstanding options, warrants or preferred stock, as if exercised or converted) are bound by and have entered into similar agreements. The obligations described in this Subsection 2.13 shall not apply to a registration statement relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to a transaction on Form S-4 or similar forms that may be promulgated in the future. The Company may impose stop-transfer instructions and may stamp each such certificate with the second legend set forth in Section 2.11 hereof with respect to the shares of Common Stock (or other securities) subject to the foregoing restriction until the end of such one hundred eighty (180) day (or other) period. Each Holder agrees to execute a market standoff agreement with said underwriters as reasonably requested in customary form to the extent consistent with or necessary to give further effect to the provisions of this Subsection 2.13. Any early release from, or discretionary waiver or termination of, the lock-up period contained herein and in any such agreement with the underwriters, as applicable, by the Company or the managing underwriters shall be apportioned pro rata among all securityholders bound by the lock-up period.

3. Miscellaneous.

3.1 Successors and Assigns. The rights under this Agreement may be assigned (but only with all related obligations) by a Holder to a transferee of Registrable Securities that (i) is an Affiliate of a Holder; (ii) is a member or equity holder of a Holder; (iii) is a Holder’s Immediate Family Member or trust for the benefit of an individual Holder or one or more of such Holder’s Immediate Family Members; or (iv) after such transfer, holds at least fifty percent (50%) of such Holder’s shares of Registrable Securities (subject to appropriate adjustment for stock splits, stock dividends, combinations, and other recapitalizations) (collectively, “Permitted Transferees”); provided, however, that (x) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee and the Registrable Securities with respect to which such rights are being transferred; and (y) such transferee agrees in a written instrument delivered to the Company to be bound by and subject to the terms and conditions of this Agreement, including the provisions of Subsection 2.13. For the purposes of determining the number of shares of Registrable Securities held by a transferee, the holdings of a transferee (1) that is an Affiliate, member, equity holder or stockholder of a Holder; (2) who is a Holder’s Immediate Family Member; or (3) that is a trust for the benefit of an individual Holder or such Holder’s Immediate Family Member shall be aggregated together and with those of the transferring Holder; provided further that all transferees who would not qualify individually for assignment of rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices, or taking any action under this Agreement. The terms and conditions of this Agreement inure to the benefit of and are binding upon the respective successors and permitted assignees of the parties. Nothing in

15

this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assignees any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided herein.

3.2 Governing Law. To the extent that the General Corporation Law of the State of Delaware (the “DGCL”) purports to apply to this Agreement, the DGCL shall apply. In all other cases, this Agreement and any and all matters arising directly or indirectly herefrom shall be governed by and construed and enforced in accordance with the internal laws of the State of New York applicable to agreements made and to be performed entirely in such state, without giving effect to the conflict or choice of law principles thereof. For all matters arising directly or indirectly from this Agreement (“Agreement Matters”), each of the parties hereto hereby (i) irrevocably consents and submits to the sole exclusive jurisdiction of the United States District Court for the Southern District of New York and any state court in the State of New York that is located in New York County (and of the appropriate appellate courts from any of the foregoing) in connection with any legal action, lawsuit, arbitration, mediation, or other legal or quasi legal proceeding (“Proceeding”) directly or indirectly arising out of or relating to any Agreement Matter; provided that a party to this Agreement shall be entitled to enforce an order or judgment of any such court in any United States or foreign court having jurisdiction over the other party, (ii) irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such Proceeding in any such court or that any such Proceeding which is brought in any such court has been brought in an inconvenient forum, (iii) waives, to the fullest extent permitted by law, any immunity from jurisdiction of any such court or from any legal process therein, (iv) irrevocably waives, to the fullest extent permitted by law, any right to a trial by jury in connection with a Proceeding, (v) agrees not to commence any Proceeding other than in such courts, and (vi) agrees that service of any summons, complaint, notice or other process relating to such Proceeding may be effected in the manner provided for the giving of notice as set forth in herein.

3.3 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

3.4 Titles and Subtitles. The titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement.

3.5 Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt or (i) personal delivery to the party to be notified; (ii) when sent, if sent by electronic mail or facsimile during the recipient’s normal business hours, and if not sent during normal business hours, then on the recipient’s next business day; (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) one (1) business day after the business day of deposit with a nationally recognized overnight courier, freight prepaid, specifying next-day delivery, with written verification of receipt. All communications shall be sent to the respective parties at their addresses as set forth on

16

Schedule A hereto, or to the principal office of the Company and to the attention of the Chief Executive Officer, in the case of the Company, or to such email address, facsimile number, or address as subsequently modified by written notice given in accordance with this Subsection 3.5. If notice is given to the Founders, a copy (which shall not constitute notice) shall also be sent to Lowenstein Sandler LLP, 1251 Avenue of the Americas, 17^th Floor, New York, NY 10020, Attn: Steven E. Siesser, Esq.

3.6 Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance, and either retroactively or prospectively) only with the written consent of (a) the Company, (b) the holders of at least a majority of the Registrable Securities then outstanding and (c) the Founders; provided that the Company may in its sole discretion waive compliance with Subsection 2.11(c) (and the Company’s failure to object promptly in writing after notification of a proposed assignment allegedly in violation of Subsection 2.11(c) shall be deemed to be a waiver); and provided further that any provision hereof may be waived by any waiving party on such party’s own behalf, without the consent of any other party. Notwithstanding the foregoing, this Agreement may not be amended or terminated and the observance of any term hereof may not be waived with respect to any Investor without the written consent of such Investor, unless such amendment, termination, or waiver applies to all Investors in the same fashion. The Company shall give prompt notice of any amendment or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, termination, or waiver. Any amendment, termination, or waiver effected in accordance with this Subsection 3.6 shall be binding on all parties hereto, regardless of whether any such party has consented thereto. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision.

3.7 Severability. If any provision or provisions of this Agreement shall be held by a court of competent jurisdiction to be invalid, void, illegal or otherwise unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; and (b) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.

3.8 Aggregation of Stock. All shares of Registrable Securities held or acquired by Affiliates or other Permitted Transferees shall be aggregated together for the purpose of determining the availability of any rights under this Agreement and such Affiliated persons and Permitted Transferees may apportion such rights as among themselves in any manner they deem appropriate.

3.9 Entire Agreement. This Agreement (including any Schedules and Exhibits hereto) constitutes the full and entire understanding and agreement among the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly canceled.

17

3.10 Delays or Omissions. No delay or omission to exercise any right, power, or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power, or remedy of such nonbreaching or nondefaulting party, nor shall it be construed to be a waiver of or acquiescence to any such breach or default, or to any similar breach or default thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. All remedies, whether under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

SoulCycle Holdings, LLC, on behalf of itself and its successor by conversion, SoulCycle Inc.
By:	/s/ Larry M. Segall
Name:	Larry Segall
Title:	Executive Vice President and Chief Financial Officer

[Signatures continue on next page]

[Signature Page to Registration Rights Agreement]

INVESTORS:
/s/ Elizabeth P. Cutler
Elizabeth P. Cutler
Irrevocable Trust FBO Lucia Hodges Cutler u/t/d
March 20, 2011
By:	/s/ Allen B. Cutler
Name:	Allen B. Cutler
Title:	Trustee
Irrevocable Trust FBO Nina Plamondon Cutler u/t/d March 20, 2011
By:	/s/ Allen B. Cutler
Name:	Allen B. Cutler
Title:	Trustee
/s/ Julie J. Rice
Julie J. Rice
Trust F/B/O Parker R. Rice under Julie J. Rice 2011 GRAT
By:	/s/ Spencer Rice
Name:	Spencer Rice
Title:	Trustee
Trust F/B/O Phoebe Rice under Julie J. Rice 2011 GRAT
By:	/s/ Spencer Rice
Name:	Spencer Rice
Title:	Trustee

[Signature Page to Registration Rights Agreement]

SoulCycle Management, LLC
By:	/s/ Elizabeth Cutler
Name:	Elizabeth Cutler
Title:	Manager
By:	/s/ Julie Rice
Name:	Julie Rice
Title:	Manager

[Signature Page to Registration Rights Agreement]

SCHEDULE A

INVESTORS

Name/Address	Shares Held
Elizabeth Cutler With a copy to (which shall not constitute notice): Lowenstein Sandler LLP 1251 Avenue of the Americas New York, NY 10020 Attention: Steven E. Siesser Email: ssiesser@lowenstein.com		7,600 shares of Class A Common Stock
Irrevocable Trust FBO Lucia Hodges Cutler u/t/d March 20, 2011 With a copy to (which shall not constitute notice): Lowenstein Sandler LLP 1251 Avenue of the Americas New York, NY 10020 Attention: Steven E. Siesser Email: ssiesser@lowenstein.com		1,200 Class A Common Stock

Name/Address	Shares Held
Irrevocable Trust FBO Nina Plamondon Cutler u/t/d March 20, 2011 With a copy to (which shall not constitute notice): Lowenstein Sandler LLP 1251 Avenue of the Americas New York, NY 10020 Attention: Steven E. Siesser Email: ssiesser@lowenstein.com		1,200 Class A Common Stock
Julie Rice With a copy to (which shall not constitute notice): Lowenstein Sandler LLP 1251 Avenue of the Americas New York, NY 10020 Attention: Steven E. Siesser Email: ssiesser@lowenstein.com		9,200 shares of Class A Common Stock
Trust F/B/O Parker R. Rice under Julie J. Rice 2011 GRAT With a copy to (which shall not constitute notice): Lowenstein Sandler LLP 1251 Avenue of the Americas New York, NY 10020 Attention: Steven E. Siesser Email: ssiesser@lowenstein.com		400 shares of Class A Common Stock

Name/Address	Shares Held
Trust F/B/O Phoebe Rice under Julie J. Rice 2011 GRAT With a copy to (which shall not constitute notice): Lowenstein Sandler LLP 1251 Avenue of the Americas New York, NY 10020 Attention: Steven E. Siesser Email: ssiesser@lowenstein.com		400 shares of Class A Common Stock
SoulCycle Management, LLC And SoulCycle Management, LLC With a copy to (which shall not constitute notice): Lowenstein Sandler LLP 1251 Avenue of the Americas New York, NY 10020 Attention: Steven E. Siesser Email: ssiesser@lowenstein.com		10,000 shares of Class B Common Stock
TOTAL		30,000

EX-10.6

Exhibit 10.6

EXECUTION VERSION

Published CUSIP Number: 83605FAA9

CREDIT AGREEMENT

Dated as of May 15, 2015

among

SOULCYCLE HOLDINGS, LLC,

as Borrower,

SOULCYCLE INTERMEDIATE HOLDINGS LLC,

as Holdings,

BANK OF AMERICA, N.A.,

as Administrative Agent and Collateral Agent,

and

THE OTHER LENDERS PARTY HERETO

BANK OF AMERICA, N.A.,

GOLDMAN SACHS BANK USA,

CITIGROUP GLOBAL MARKETS INC.,

and

CITY NATIONAL BANK,

as Joint Lead Arrangers and as Joint Bookrunners

Table of Contents

		Page
ARTICLE I DEFINITIONS AND ACCOUNTING TERMS
Section 1.01	Defined Terms		1
Section 1.02	Other Interpretive Provisions		50
Section 1.03	Accounting Terms		50
Section 1.04	Rounding		50
Section 1.05	References to Agreements, Laws, Etc.		50
Section 1.06	Times of Day		51
Section 1.07	Available Amount Transactions		51
Section 1.08	Pro Forma Calculations		51
Section 1.09	Certifications		52
Section 1.10	Payment or Performance		52
Section 1.11	Classification		52
ARTICLE II
THE COMMITMENTS AND BORROWINGS
Section 2.01	The Loans		52
Section 2.02	Borrowings, Conversions and Continuations of Loans		53
Section 2.03	Letters of Credit		55
Section 2.04	Swing Line Loans		61
Section 2.05	Prepayments		64
Section 2.06	Termination or Reduction of Commitments		72
Section 2.07	Repayment of Loans		74
Section 2.08	Interest		75
Section 2.09	Fees		75
Section 2.10	Computation of Interest and Fees		76
Section 2.11	Evidence of Indebtedness		76
Section 2.12	Payments Generally		77
Section 2.13	Sharing of Payments, Etc.		78
Section 2.14	Incremental Credit Extensions		79
Section 2.15	Term Loan Refinancing Amendments		81
Section 2.16	Revolving Credit Loan Refinancing Amendments		82
Section 2.17	Extended Term Loans		83
Section 2.18	Extended Revolving Credit Commitments		85
Section 2.19	Defaulting Lenders		88
ARTICLE III
TAXES, INCREASED COSTS PROTECTION AND ILLEGALITY
Section 3.01	Taxes		90
Section 3.02	Illegality		92
Section 3.03	Inability to Determine Rates		93
Section 3.04	Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans, Etc.		93
Section 3.05	Funding Losses		94
Section 3.06	Matters Applicable to All Requests for Compensation		95
Section 3.07	Replacement of Lenders under Certain Circumstances		96
Section 3.08	Survival		97

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		Page
ARTICLE IV
CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
Section 4.01	Conditions to Initial Credit Extension		97
Section 4.02	Conditions to All Credit Extensions after the Closing Date		99
ARTICLE V
REPRESENTATIONS AND WARRANTIES
Section 5.01	Existence, Qualification and Power		99
Section 5.02	Authorization; No Contravention		100
Section 5.03	Governmental Authorization; Other Consents		100
Section 5.04	Binding Effect		100
Section 5.05	Financial Statements; No Material Adverse Effect		100
Section 5.06	Litigation		101
Section 5.07	Labor Matters		101
Section 5.08	Ownership of Property; Liens		101
Section 5.09	Environmental Matters		101
Section 5.10	Taxes		101
Section 5.11	ERISA Compliance		101
Section 5.12	Subsidiaries		102
Section 5.13	Margin Regulations; Investment Company Act		102
Section 5.14	Disclosure		102
Section 5.15	Intellectual Property; Licenses, Etc.		102
Section 5.16	Solvency		103
Section 5.17	Use of Proceeds		103
Section 5.18	Compliance with Laws; OFAC		103
Section 5.19	Collateral Documents		103
Section 5.20	Insurance		103
ARTICLE VI
AFFIRMATIVE COVENANTS
Section 6.01	Financial Statements		104
Section 6.02	Certificates; Other Information		105
Section 6.03	Notices		106
Section 6.04	Payment of Obligations		106
Section 6.05	Preservation of Existence, Etc.		107
Section 6.06	Maintenance of Properties		107
Section 6.07	Maintenance of Insurance		107
Section 6.08	Compliance with Laws		107
Section 6.09	Books and Records		107
Section 6.10	Inspection Rights		107
Section 6.11	Covenant to Guarantee Obligations and Give Security		108
Section 6.12	[Reserved]		108
Section 6.13	Further Assurances		108
Section 6.14	Designation of Subsidiaries		109
Section 6.15	[Reserved]		110
Section 6.16	[Reserved]		110
Section 6.17	Use of Proceeds		110

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		Page
ARTICLE VII
NEGATIVE COVENANTS
Section 7.01	Liens		110
Section 7.02	Investments		113
Section 7.03	Indebtedness		117
Section 7.04	Fundamental Changes		119
Section 7.05	Dispositions		120
Section 7.06	Restricted Payments		122
Section 7.07	Change in Nature of Business		124
Section 7.08	Transactions with Affiliates		125
Section 7.09	Burdensome Agreements		127
Section 7.10	Financial Covenants		129
Section 7.11	Accounting Changes		129
Section 7.12	Prepayments, Etc. of Indebtedness; Certain Amendments		129
Section 7.13	Holdings		130
Section 7.14	Limits on Issuance of Equity Interests		130
ARTICLE VIII
EVENTS OF DEFAULT AND REMEDIES
Section 8.01	Events of Default		130
Section 8.02	Remedies upon Event of Default		132
Section 8.03	Application of Funds		132
Section 8.04	Borrower’s Right to Cure		133
ARTICLE IX
ADMINISTRATIVE AGENT AND OTHER AGENTS
Section 9.01	Appointment and Authority of the Agents		134
Section 9.02	Rights as a Lender		135
Section 9.03	Exculpatory Provisions		135
Section 9.04	Reliance by the Agents		136
Section 9.05	Delegation of Duties		136
Section 9.06	Non-Reliance on Administrative Agent and Other Lenders; Disclosure of Information by Agents		136
Section 9.07	Indemnification of Agents		137
Section 9.08	No Other Duties; Other Agents, Arrangers, Managers, Etc.		137
Section 9.09	Resignation of an Agent		137
Section 9.10	Administrative Agent May File Proofs of Claim		138
Section 9.11	Collateral and Guaranty Matters		139
Section 9.12	Intercreditor Agreement		140
Section 9.13	Secured Cash Management Agreements and Secured Hedge Agreements		140
Section 9.14	Withholding Tax		140
ARTICLE X
MISCELLANEOUS
Section 10.01	Amendments, Etc.		141
Section 10.02	Notices and Other Communications; Facsimile Copies		143
Section 10.03	No Waiver; Cumulative Remedies		144

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		Page
Section 10.04	Attorney Costs and Expenses		145
Section 10.05	Indemnification by the Borrower		145
Section 10.06	Marshaling; Payments Set Aside		146
Section 10.07	Successors and Assigns		147
Section 10.08	Confidentiality		153
Section 10.09	Set-off		154
Section 10.10	Interest Rate Limitation		154
Section 10.11	Counterparts; Integration; Effectiveness		154
Section 10.12	Electronic Execution of Assignments and Certain Other Documents		154
Section 10.13	Survival of Representations and Warranties		155
Section 10.14	Severability		155
Section 10.15	GOVERNING LAW		155
Section 10.16	WAIVER OF RIGHT TO TRIAL BY JURY		155
Section 10.17	Binding Effect		156
Section 10.18	Judgment Currency		156
Section 10.19	Lender Action		156
Section 10.20	Use of Name, Logo, Etc.		156
Section 10.21	USA PATRIOT Act Notice		156
Section 10.22	Service of Process		157
Section 10.23	No Advisory or Fiduciary Responsibility		157

-iv-

SCHEDULES

1.01A	Certain Security Interests and Guarantees; Collateral Documents
1.01B	Mandatory Cost
2.01	Lenders and Commitments
5.12	Subsidiaries and Other Equity Investments
5.20	Insurance
6.11	Guarantors
7.01(b)	Liens
7.02(f)	Investments
7.03(b)	Indebtedness
7.08	Transactions with Affiliates
10.02	Administrative Agent’s Office, Certain Addresses for Notices

EXHIBITS

Form of
A	Loan Notice
B	Swing Line Loan Notice
C	Compliance Certificate
D-1	Term Note
D-2	Revolving Credit Note
D-3	Swing Line Note
E-1	Assignment and Assumption
E-2	Affiliate Assignment and Assumption
F	Guaranty
G	Security Agreement
H	[Reserved]
I	United States Tax Compliance Certificate
J	Intercompany Subordination Agreement
K	Solvency Certificate
L	Discount Range Prepayment Notice
M	Discount Range Prepayment Offer
N	Solicited Discounted Prepayment Notice
O	Solicited Discounted Prepayment Offer
P	Specified Discount Prepayment Notice
Q	Specified Discount Prepayment Response
R	Acceptance and Prepayment Notice

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CREDIT AGREEMENT

This CREDIT AGREEMENT (this “Agreement”) entered into as of May 15, 2015, among SoulCycle Holdings, LLC, a Delaware limited liability company (“SC LLC”), which, on the Closing Date or shortly thereafter, will be converted to SoulCycle Inc., a Delaware corporation (“SC Inc.”, and, together with SC LLC, the “Borrower”), SoulCycle Intermediate Holdings LLC, a Delaware limited liability company (“Holdings”), Bank of America, N.A. (“Bank of America”), as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) under the Loan Documents and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).

PRELIMINARY STATEMENTS

The Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) Term Loans (as defined below) on the Closing Date in an initial aggregate principal amount of $165,000,000 pursuant to this Agreement and (ii) a Revolving Credit Facility (as defined below) on the Closing Date in an initial aggregate principal amount of $25,000,000 pursuant to this Agreement. The Revolving Credit Facility will include separate sublimits for (x) the issuance of one or more Letters of Credit (as defined below) from time to time and (y) the making of one or more Swing Line Loans (as defined below) from time to time.

The Lenders have indicated their willingness to lend and the L/C Issuer (as defined below) has indicated its willingness to issue Letters of Credit, in each case on the terms and subject to the conditions set forth herein.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

Section 1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:

“Acceptable Discount” has the meaning specified in Section 2.05(a)(iv)(D)(2).

“Acceptable Prepayment Amount” has the meaning specified in Section 2.05(a)(iv)(D)(3).

“Acceptance and Prepayment Notice” means a notice of the Borrower’s acceptance of the Acceptable Discount in substantially the form of Exhibit R.

“Acceptance Date” has the meaning specified in Section 2.05(a)(iv)(D)(2).

“Additional Lender” means, at any time, any bank, other financial institution or institutional investor that, in any case, is not an existing Lender and that agrees to provide any portion of any (a) New Term Commitment or New Revolving Credit Commitment in accordance with Section 2.14 or (b) Credit Agreement Refinancing Indebtedness pursuant to a Refinancing Amendment in accordance with Section 2.15 or Section 2.16; provided that each Additional Lender (other than any Person that is a Lender, an Affiliate of a Lender or an Approved Fund of a Lender at such time) (x) that is a Term Lender shall be subject to the approval of the Administrative Agent (such approval not to be unreasonably withheld or delayed) and (y) that is a Revolving Credit Lender shall be subject to the approval of the Administrative Agent (such approval not to be unreasonably withheld or delayed), in each case to the extent any such consent would be required from the Administrative Agent under Section 10.07(b)(iii)(B) for an assignment of Loans to such Lender or Additional Lender and the Borrower, to the extent required under Section 10.07(b)(iii)(A).

“Administrative Agent” has the meaning specified in the introductory paragraph to this Agreement. Unless the context otherwise requires, the term “Administrative Agent” as used herein and in the other Loan Documents shall include the Collateral Agent.

“Administrative Agent’s Office” means the Administrative Agent’s address as set forth on Schedule 10.02 or such other address as the Administrative Agent may from time to time notify the Borrower and the Lenders.

“Administrative Questionnaire” means an administrative questionnaire in a form supplied by the Administrative Agent with respect to any Lender.

“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controls” and “Controlled” have meanings correlative thereto. For the avoidance of doubt, none of the Arrangers, the Agents or their respective lending Affiliates shall be deemed to be an Affiliate of Holdings, the Borrower or any of their respective Subsidiaries.

“Affiliated Debt Fund” means any Affiliate of Holdings (other than Holdings, the Borrower or any of their respective Subsidiaries) that is a bona fide debt fund or an investment vehicle that is engaged in the making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course and with respect to which (i) any such Affiliated Debt Fund has in place customary information screens between it and the Permitted Holders that are not primarily engaged in the investing activities described above and (ii) the Permitted Holders and investment vehicles managed or advised by the Permitted Holders that are not engaged primarily in making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course do not make investment decisions for such entity.

“Affiliated Lender” means, at any time, (i) any Lender that is a Permitted Holder and (ii) any Affiliate of any Person set forth in clause (i), in each case other than Holdings, the Borrower or any of their respective Subsidiaries and other than any Affiliated Debt Fund.

“Affiliated Lender Cap” has the meaning specified in Section 10.07(h)(iii).

“Agent Parties” has the meaning specified in Section 10.02(d).

“Agent-Related Persons” means the Agents, together with their respective Affiliates, and the officers, directors, employees, agents, attorney-in-fact, partners, trustees and advisors of such Persons and of such Persons’ Affiliates.

“Agents” means, collectively, the Administrative Agent, the Collateral Agent, and the Arrangers.

“Aggregate Commitments” means the Commitments of all the Lenders.

“Agreement” has the meaning specified in the introductory paragraph hereto.

“All-In Yield” means, as to any Indebtedness or Loans of any Class, the yield thereof, whether in the form of interest rate margins, OID, upfront fees, a Eurodollar Rate floor or Base Rate floor greater than 1.00% per annum or 2.00% per annum, respectively (with such increased amount being equated to interest margins for purposes of determining any increase to the Applicable Rate), or otherwise; provided that OID and upfront fees shall be equated to interest rate assuming a 4-year life to maturity (or, if less, the stated life to maturity at the time of its incurrence of the Applicable Indebtedness); provided, further, that “All-In Yield” shall not include arrangement fees, commitment fees, structuring fees or underwriting or similar fees paid to arrangers or underwriters for such Indebtedness that are not generally shared with the relevant Lenders and shall not include customary consent fees paid generally to consenting Lenders.

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“Allocable Revolving Share” means, at any time, with respect to the Revolving Credit Commitments of any Class, the percentage of the total Revolving Credit Commitments represented at such time by such Class; provided that if any such Class of Revolving Credit Commitments has been terminated, then the Allocable Revolving Share of each applicable Lender shall be determined (except as otherwise provided in Section 2.06(d)) based on the Allocable Revolving Share of such Lender immediately prior to such termination and after giving effect to any subsequent assignments made pursuant to the terms hereof.

“Alternative Currency” means each of Euro, British Pounds Sterling, Australian Dollars, Canadian Dollars, Chinese Yuan, Hong Kong Dollars, Japanese Yen and United Arab Emirates Diram.

“Annual Financial Statements” means the audited consolidated balance sheets of the Borrower as of each of December 31, 2012, December 31, 2013 and December 31, 2014 respectively, and the related consolidated statements of operations, changes in stockholders’ equity and cash flows for the Borrower for the fiscal years then ended.

“Anti-Corruption Laws” means the United States Foreign Corrupt Practices Act of 1977 (Pub. L. No. 95 213, §§ 101-104), as amended, the UK Bribery Act of 2010 and any similar laws, rules or regulations issued, administered or enforced by any Governmental Authority having jurisdiction over the Borrower or any other Restricted Subsidiary.

“Anti-Money Laundering Laws” means all applicable financial recordkeeping and reporting requirements and the money laundering statutes and the rules and regulations thereunder and any related or similar rules, regulations or guidelines, which in each case are issued, administered or enforced by any Governmental Authority having jurisdiction over the Borrower or any other Restricted Subsidiary, or to which the Borrower or any other Restricted Subsidiary is subject.

“Applicable Discount” has the meaning specified in Section 2.05(a)(iv)(C)(2).

“Applicable Indebtedness” has the meaning specified in the definition of “Weighted Average Life to Maturity.”

“Applicable Rate” means a percentage per annum equal to:

(a) with respect to the Initial Term Loans and Revolving Credit Loans (i) prior to the 9-month anniversary of the Closing Date, (x) 3.50% in the case of Base Rate Loans and (y) 4.50% in the case of Eurodollar Rate Loans, (ii) on the 9-month anniversary of the Closing Date but prior to the 12-month anniversary of the Closing Date, (x) 3.75% in the case of Base Rate Loans and (y) 4.75% in the case of Eurodollar Rate Loans, and (iii) on the 12-month anniversary of the Closing Date and thereafter, (x) 4.00% in the case of Base Rate Loans and (y) 5.00% in the case of Eurodollar Rate Loans.

(b) with respect to commitment fees payable in respect of Revolving Credit Commitments, 0.50%.

Notwithstanding the foregoing, the Applicable Rate in respect of Extended Term Loans of any Term Loan Extension Series, Extended Revolving Credit Loans of any Revolving Credit Loan Extension Series, Refinancing Term Loans of any Term Loan Refinancing Series, Refinancing Revolving Credit Loans of any Revolving Credit Loan Refinancing Series, New Term Commitments or New Revolving Credit Commitments shall be the applicable percentages per annum provided pursuant to the applicable Extension Amendment, Refinancing Amendment or Incremental Amendment, as the case may be. The Applicable Rate in respect of Extended Term Loans of any Term Loan Extension Series, Extended Revolving Credit Loans of any Revolving Credit Loan Extension Series, Refinancing Term Loans of any Term Loan Refinancing Series, Refinancing Revolving Credit Loans of any Revolving Credit Loan Refinancing Series, New Term Commitments or New Revolving Credit Commitments may be further adjusted as may be agreed by the relevant Lenders and the Borrower in connection with any Extension Amendment, Refinancing Amendment or Incremental Amendment, as the case may be.

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“Appropriate Lender” means, at any time, (a) with respect to Loans of any Class, the Lenders of such Class, (b) with respect to any Letters of Credit, (i) the L/C Issuer and (ii) with respect to any Letters of Credit issued pursuant to Section 2.03(a), the Revolving Credit Lenders, and (c) with respect to the Swing Line Facility, (i) the Swing Line Lender and (ii) if any Swing Line Loans are outstanding pursuant to Section 2.04(a), the Revolving Credit Lenders.

“Approved Foreign Bank” has the meaning specified in the definition of “Cash Equivalents.”

“Approved Fund” means, with respect to any Lender, any Fund that is administered, advised or managed by (a) such Lender, (b) an Affiliate of such Lender or (c) an entity or an Affiliate of an entity that administers, advises or manages such Lender.

“Arrangers” means Bank of America, N.A., Goldman Sachs Bank USA, Citigroup Global Markets Inc. and City National Bank, each in its capacity as a joint lead arranger under this Agreement.

“Assignee Group” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.

“Assignment and Assumption” means an Assignment and Assumption substantially in the form of Exhibit E-1 or any other form approved by the Administrative Agent, with respect to any assignment of Term Loans, or the Administrative Agent, with respect to any assignment of Revolving Credit Commitments.

“Assignment Tax” has the meaning specified in the definition of “Other Taxes.”

“Attorney Costs” means all reasonable fees and documented or invoiced out-of-pocket fees, expenses and disbursements of any law firm or other external legal counsel.

“Attributable Indebtedness” means, on any date, in respect of any Capitalized Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP.

“Auction Agent” means (a) the Administrative Agent or (b) any other financial institution or advisor employed by the Borrower (whether or not an Affiliate of the Administrative Agent) to act as an arranger in connection with any Discounted Loan Prepayment pursuant to Section 2.05(a)(iv); provided that the Borrower shall not designate the Administrative Agent as the Auction Agent without the written consent of the Administrative Agent (it being understood that the Administrative Agent shall be under no obligation to agree to act as the Auction Agent); provided, further, that neither the Borrower nor any of its Affiliates may act as the Auction Agent.

“Auto-Renewal Letter of Credit” has the meaning specified in Section 2.03(b)(iii).

“Available Amount” means, at any time (the “Reference Date”), the sum of:

(a) an amount equal to (x) the cumulative amount of Excess Cash Flow (which amount shall not be less than zero in any fiscal year) of the Borrower and the Restricted Subsidiaries for the Available Amount Reference Period minus (y) the portion of such Excess Cash Flow that has been (or is required to be) applied to the prepayment of Loans in accordance with Section 2.05(b)(i) (and, in the case of any fiscal year then ended but where the respective required date of prepayment has not yet occurred pursuant to Section 2.05(b)(i), will not on such date of prepayment be required to be so applied as reasonably determined by the Borrower); plus

(b) the amount of any capital contributions, Net Cash Proceeds from Permitted Equity Issuances (or issuances of debt securities that have been converted into or exchanged for Qualified Equity Interests) or the fair market value of any property received as consideration from Permitted Equity Issuances received or made by Holdings (or any direct or indirect parent thereof and contributed by such parent to a Restricted Subsidiary) during the period from and including the Business Day immediately following the Closing Date through and including the Reference Date; plus

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(c) to the extent not (1) included in clause (a) above or (2) already reflected as a return of capital with respect to such Investment for purposes of determining the amount of such Investment, the aggregate amount of all (x) cash dividends and other cash distributions and (y) the fair market value of any property received by Holdings, the Borrower or any Restricted Subsidiary from any Investments or Unrestricted Subsidiaries during the period from and including the Business Day immediately following the Closing Date through and including the Reference Date; plus

(d) to the extent not (A) included in clause (a) above or (B) already reflected as a return of capital with respect to such Investment for purposes of determining the amount of such Investment, the aggregate amount of all cash repayments of principal received by the Borrower or any Restricted Subsidiary from any Investments or Unrestricted Subsidiaries during the period from and including the Business Day immediately following the Closing Date through and including the Reference Date in respect of loans or advances made by the Borrower or any Restricted Subsidiary to such Investments or Unrestricted Subsidiaries; plus

(e) to the extent not (A) included in clause (a) above, (B) already reflected as a return of capital with respect to such Investment for purposes of determining the amount of such Investment or (C) required to be applied to prepay Term Loans in accordance with Section 2.05(b)(ii), the aggregate amount of all Net Cash Proceeds or the fair market value of any property received by the Borrower or any Restricted Subsidiary in connection with the sale, transfer or other disposition of its ownership interest in any Investment or Unrestricted Subsidiary during the period from and including the Business Day immediately following the Closing Date through and including the Reference Date; minus

(f) the aggregate amount of any Investments made pursuant to Section 7.02(i)(ii) and Section 7.02(m)(ii), any Restricted Payment made pursuant to Section 7.06(k)(ii) or any payment made pursuant to Section 7.12(a)(E) during the period commencing on the Closing Date and ending on the Reference Date (and, for purposes of this clause (f), without taking account of the intended usage of the Available Amount on such Reference Date in the contemplated transaction).

“Available Amount Reference Period” means, with respect to any Reference Date, the period commencing on January 1, 2016 and ending on the last day of the most recent fiscal year for which financial statements required to be delivered pursuant to Section 6.01(a), and the related Compliance Certificate required to be delivered pursuant to Section 6.02(a), have been received by the Administrative Agent.

“Available Incremental Amount” means, an aggregate principal amount of up to $25,000,000, so long as at the time of incurrence of such Incremental Term Loans, New Revolving Credit Commitments and/or Incremental Equivalent Debt, the Total Leverage Ratio as of the last day of the most recently ended fiscal quarter for which internal financial statements are available is less than or equal to 3.75 to 1.00 (calculated on a Pro Forma Basis for the incurrence of such amount and as if outstanding and fully drawn or utilized on the last day of such fiscal quarter).

“Bank of America” has the meaning specified in the introductory paragraph to this Agreement.

“Base Rate” means, for any day, a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate,” (c) the Eurodollar Rate for an Interest Period of one (1) month, plus 1.00% and (d) with respect to the Initial Term Loans, 2.00%; provided that if the Base Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement. With respect to the Loans, the “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.

“Base Rate Loan” means a Loan that bears interest based on the Base Rate.

“Borrower” has the meaning specified in the introductory paragraph to this Agreement.

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“Borrower Materials” has the meaning specified in Section 6.02

“Borrower Offer of Specified Discount Prepayment” means the offer by the Borrower to make a voluntary prepayment of Term Loans at a specified discount to par pursuant to Section 2.05(a)(iv)(B).

“Borrower Solicitation of Discount Range Prepayment Offers” means the solicitation by the Borrower of offers for, and the corresponding acceptance by a Lender of, a voluntary prepayment of Term Loans at a specified range of discounts to par pursuant to Section 2.05(a)(iv)(C).

“Borrower Solicitation of Discounted Prepayment Offers” means the solicitation by the Borrower of offers for, and the subsequent acceptance, if any, by a Lender of, a voluntary prepayment of Term Loans at a discount to par pursuant to Section 2.05(a)(iv)(D).

“Borrowing” means a Revolving Credit Borrowing, a Swing Line Borrowing, or a Term Borrowing, as the context may require.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state in which the Administrative Agent’s Office is located and, if such day relates to any Eurodollar Rate Loan, means any such day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.

“Capital Expenditures” means, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities and including in all events all amounts expended or capitalized under Capitalized Leases) by the Borrower and the Restricted Subsidiaries during such period that, in conformity with GAAP, are or are required to be included as capital expenditures on the consolidated statement of cash flows of the Borrower and the Restricted Subsidiaries.

“Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a Capitalized Lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) prepared in accordance with GAAP.

“Capitalized Leases” means all leases that have been or are required to be, in accordance with GAAP, recorded as capitalized leases; provided that for all purposes hereunder the amount of obligations under any Capitalized Lease shall be the amount thereof accounted for as a liability in accordance with GAAP.

“Captive Insurance Subsidiary” means any Subsidiary of the Borrower that is subject to regulation as an insurance company (or any Subsidiary thereof).

“Cash Collateral Account” means an account held at, and subject to the sole dominion and control of, the Collateral Agent.

“Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuer or Swing Line Lender (as applicable) and the Lenders, as collateral for L/C Obligations, Obligations in respect of Swing Line Loans, or obligations of Lenders to fund participations in respect of either thereof (as the context may require), cash, Cash Equivalents, deposit account or securities account balances, a “backstop” letter of credit, in the case of the Cash Collateralization of any obligations in respect of a Letter of Credit, evidence that such Letter has been “grandfathered” into a future credit facility or, if the L/C Issuer or Swing Line Lender benefiting from such collateral shall agree in its reasonable discretion, other credit support, in each case, in an amount equal to 100% of such obligations and pursuant to documentation in form and substance reasonably satisfactory to (a) the Administrative Agent (on behalf of the Lenders) and (b) the L/C Issuer or the Swing Line Lender (as applicable). “Cash Collateral,” “Cash Collateralizing” and “Cash Collateralization” shall have the meanings correlative thereto and shall include the proceeds of such cash collateral and other credit support.

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“Cash Equivalents” means any of the following types of Investments, to the extent owned by the Borrower or any of its Restricted Subsidiaries:

(a) Dollars;

(b) securities issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof having maturities of not more than 12 months from the date of acquisition thereof; provided that the full faith and credit of the United States of America is pledged in support thereof;

(c) time deposits and eurodollar deposits with, or certificates of deposit or bankers’ acceptances of, any domestic or foreign commercial bank that combined capital and surplus of at least $500,000,000, in the case of U.S. banks and $250,000,000 (or the Dollar Equivalent as of the date of determination) in the case of non-U.S. banks, in each case with maturities of not more than one year from the date of acquisition thereof;

(d) repurchase obligations for underlying securities of the types described in clauses (b), (c) and (h) of this definition entered into with any financial institution meeting the qualifications specified in clause (c) above;

(e) commercial paper rated at least “Prime-1” (or the then equivalent grade) by Moody’s or at least “A-1” (or the then equivalent grade) by S&P, and Indebtedness or preferred stock issued by Persons with a rating of “A” or higher from S&P or “A-2” or higher from Moody’s in each case with maturities of not more than 12 months from the date of acquisition thereof;

(f) marketable short-term money market and similar securities having a rating of at least “P-2” or “A-2” from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency selected by the Borrower) and in each case maturing within 12 months after the date of creation or acquisition thereof;

(g) readily marketable direct obligations issued by any state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof having an Investment Grade Rating from Moody’s or S&P with maturities of 12 months or less from the date of acquisition;

(h) readily marketable direct obligations issued by any foreign government or any political subdivision or public instrumentality thereof, in each case having an Investment Grade Rating from Moody’s or S&P with maturities of 12 months or less from the date of acquisition;

(i) Investments with average maturities of 12 months or less from the date of acquisition in money market funds rated within the top three ratings category by S&P or Moody’s;

(j) with respect to any Foreign Subsidiary: (i) obligations of the national government of the country in which such Foreign Subsidiary maintains its chief executive office and principal place of business provided such country is a member of the Organization for Economic Cooperation and Development, in each case maturing within one year after the date of investment therein, (ii) certificates of deposit of, bankers acceptances of, or time deposits with, any commercial bank which is organized and existing under the laws of the country in which such Foreign Subsidiary maintains its chief executive office and principal place of business provided such country is a member of the Organization for Economic Cooperation and Development, and whose short-term commercial paper rating from S&P is at least “A-1” or the equivalent thereof or from Moody’s is at least “P-1” or the equivalent thereof (any such bank being an “Approved Foreign Bank”), and in each case with maturities of not more than 270 days from the date of acquisition and (iii) the equivalent of demand deposit accounts which are maintained with an Approved Foreign Bank;

(k) Cash Equivalents of the types described in clauses (a) through (j) above denominated in Dollars, Euros, British Pounds Sterling, Canadian Dollars, Japanese Yen, Swiss Francs or, solely to the extent held in the ordinary course of business and not for speculative purposes, any other Alternative Currency; and

(l) investment funds investing 90% of their assets in securities of the types described in clauses (a) through (k) above.

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“Cash Management Bank” means any Person that is an Agent, a Lender or an Affiliate of an Agent or a Lender at the time it initially provides any Cash Management Services pursuant to a Secured Cash Management Agreement, or any Person that shall have become a Lender or an Affiliate of a Lender or an Agent at any time after it has provided any Cash Management Services, in each case, whether or not such Person subsequently ceases to be a Lender or an Affiliate of a Lender.

“Cash Management Obligations” means obligations owed by the Borrower or any Restricted Subsidiary to any Cash Management Bank in respect of or in connection with any Cash Management Services.

“Cash Management Services” means any agreement or arrangement to provide cash management services, including treasury, depository, overdraft, credit card processing, credit or debit card, purchase card, electronic funds transfer and other cash management arrangements.

“Casualty Event” means any event that gives rise to the receipt by the Borrower or any Restricted Subsidiary of any insurance proceeds or condemnation awards in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace or repair such equipment, fixed assets or real property.

“CFC” means a “controlled foreign corporation” within the meaning of Section 957 of the Code.

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty (excluding the taking effect after the date of this Agreement of a law, rule, regulation or treaty adopted prior to the date of this Agreement), (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act (Pub. L. 111-203, H.R. 4173) and all requests, rules, guidelines, requirements or directives thereunder or issued in connection therewith or in implementation thereof, but solely to the extent the relevant increased costs would have been included if they had been imposed under applicable increased cost provisions and only to the extent the applicable Lender is requiring reimbursement therefor from similarly situated borrowers under comparable syndicated credit facilities and (y) all requests, rules, guidelines, requirements or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law,” regardless of the date enacted, adopted, issued or implemented.

“Change of Control” means the earliest to occur of:

(a) at any time, the Permitted Holders ceasing to own, in the aggregate, directly or indirectly, beneficially and of record, at least a majority of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of Holdings, unless the Permitted Holders have, at such time, the right or the ability by voting power, contract or otherwise to elect or designate for election directors entitled to cast the majority of votes on the board of directors of Holdings; or

(b) Holdings (or any successor of Holdings under Section 7.04(e) ceasing to own, in the aggregate, directly or indirectly, beneficially and of record, at least 97% of the issued and outstanding Equity Interests of the Borrower.

“Class” when used in reference to (a) any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Term Loans, Revolving Credit Loans, New Revolving Credit Commitments, New Term Commitments, Refinancing Term Loans, Refinancing Revolving Credit Loans, Extended Term Loans or Extended Revolving Credit Loans, (b) any Commitment, refers to whether such Commitment is a Commitment in respect of Initial Term Commitments, Revolving Credit Commitments (including Non-Extended Revolving Credit Commitments), Refinancing Commitments (and, in the case of a Refinancing Term Commitment or a Refinancing Revolving

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Credit Commitment, the Class of Loans to which such commitment relates), or a Commitment in respect of a Class of Loans to be made pursuant to an Incremental Amendment, a Refinancing Amendment, an Extension Amendment or Corrective Loan Extension Amendment and (c) any Lender, refers to whether such Lender has a Loan or Commitment with respect to a particular Class of Loans or Commitments and includes Term Lenders with Initial Term Loans, Revolving Credit Lenders with Revolving Credit Commitments (including Non-Extended Revolving Credit Commitments), Refinancing Term Lenders for a given Term Loan Refinancing Series of Refinancing Term Commitments or Refinancing Term Loans, Refinancing Revolving Credit Lenders for a given Revolving Credit Loan Refinancing Series of Refinancing Revolving Credit Commitments or Refinancing Revolving Credit Loans, Extending Term Lenders for a given Extension Series of Extended Term Commitments or Extended Term Loans or Extending Revolving Credit Lenders for a given Revolving Credit Loan Extension Series of Extended Revolving Credit Commitments or Extended Revolving Credit Loans. Refinancing Term Commitments, Refinancing Term Loans, Refinancing Revolving Credit Commitments, Refinancing Revolving Credit Loans, New Term Commitments, New Revolving Credit Commitments, Extended Term Commitments, Extended Term Loans, Extended Revolving Credit Commitments and Extended Revolving Credit Loans that have different terms and conditions shall be construed to be in different Classes. In addition, (x) for purposes of the definition of “Revolving Credit Note,” Section 10.07(b)(i)(A) and the penultimate paragraph of Section 10.07(b), the Extended Revolving Credit Commitments (and related aggregate Revolving Credit Exposure) and the Non-Extended Revolving Credit Commitments (and related aggregate Revolving Credit Exposure) shall be treated as separate “Classes” and (y) the foregoing shall be subject to the last sentence of Section 2.15(b) and Section 2.16(b), to the extent applicable.

“Closing Date” means the date on which all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 10.01 and when the initial Borrowings are made.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Collateral” means all the “Collateral” (or equivalent term) as defined in any Collateral Document.

“Collateral Agent” has the meaning specified in the introductory paragraph to this Agreement.

“Collateral Documents” means, collectively, the Security Agreement, the Intellectual Property Security Agreements, the Mortgages, each of the mortgages, collateral assignments, Security Agreement Supplements, security agreements, pledge agreements or other similar agreements delivered to the Agents and the Lenders pursuant to this Agreement, the Guaranty, the First Lien Intercreditor Agreement (if any), the Junior Lien Intercreditor Agreement (if any) and each of the other agreements, instruments or documents executed by a Loan Party that creates or purports to create a Lien or Guarantee in favor of the Collateral Agent for the benefit of the Secured Parties.

“Commitment” means a Term Commitment or a Revolving Credit Commitment, as the context may require.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Company Parties” means the collective reference to Holdings and its Subsidiaries, including the Borrower, and “Company Party” means any one of them.

“Compliance Certificate” means a certificate substantially in the form of Exhibit C of a Responsible Officer of the Borrower (a) certifying as to whether a Default has occurred and is continuing and, if applicable, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (b) in the case of financial statements delivered under Section 6.01(a), setting forth reasonably detailed calculations of Excess Cash Flow for such fiscal year and (c) in the case of financial statements delivered under Section 6.01(a) or (b), setting forth reasonably detailed calculations demonstrating compliance with the Financial Covenants.

“Consolidated Cash Interest Expense” means, as of any date for the applicable period ending on such date with respect to the Borrower and its Restricted Subsidiaries on a consolidated basis, the amount payable with respect to such period in respect of (a) total interest expense payable in cash with respect to all outstanding Indebtedness of the Borrower and its Restricted Subsidiaries (including the interest component under Capitalized Leases, but excluding, to

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the extent included in interest expense, (i) fees and expenses (including any penalties and interest relating to Taxes) associated with the consummation of the Transactions, (ii) annual agency fees paid to the administrative agents and collateral agents under any credit facilities or other debt instruments or documents, (iii) costs associated with obtaining Swap Contracts and any interest expense attributable to the movement of the mark-to-market valuation of obligations under Swap Contracts or other derivative instruments, and any one-time cash costs associated with breakage in respect of Swap Contracts for interest rates, (iv) fees and expenses (including any penalties and interest relating to Taxes) associated with any Investment not prohibited by Section 7.02, the issuance of Equity Interests or Indebtedness, (v) any interest component relating to accretion or accrual of discounted liabilities, (vi) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses or expensing of any financing fees or prepayment or redemption premiums or penalty and any other amounts of non-cash interest (including as a result of the effects of acquisition method accounting or pushdown accounting), and (vii) any interest expense attributable to the exercise of appraisal rights and the settlement of any claims or actions (whether actual, contingent or potential) with respect thereto and with respect to any Permitted Acquisition or other Investment, all as calculated on a consolidated basis in accordance with GAAP minus (b) cash interest income of Borrower and its Restricted Subsidiaries earned during such period, in each case as determined in accordance with GAAP.

“Consolidated Current Assets” means, as at any date of determination, the total assets of the Borrower and the Restricted Subsidiaries on a consolidated basis that may properly be classified as current assets in conformity with GAAP, excluding cash and Cash Equivalents, amounts related to current or deferred taxes based on income or profits, assets held for sale, loans (permitted) to third parties, pension assets, deferred bank fees and derivative financial instruments, and excluding the effects of adjustments pursuant to GAAP resulting from the application of recapitalization accounting or purchase accounting, as the case may be, in relation to the Transaction or any consummated acquisition.

“Consolidated Current Liabilities” means, as at any date of determination, the total liabilities of the Borrower and the Restricted Subsidiaries on a consolidated basis that may properly be classified as current liabilities in conformity with GAAP, excluding (A) the current portion of any Funded Debt, (B) the current portion of interest, (C) accruals for current or deferred taxes based on income or profits, (D) accruals of any costs or expenses related to restructuring reserves, (E) revolving loans, swing line loans and letter of credit obligations under the Revolving Credit Facility or any other revolving credit facility, (F) the current portion of any Capitalized Lease Obligation, (G) deferred revenue arising from cash receipts that are earmarked for specific member services to be rendered, (H) liabilities in respect of unpaid earn-outs, (I) the current portion of any other long-term liabilities, and, furthermore, excluding the effects of adjustments pursuant to GAAP resulting from the application of recapitalization accounting or purchase accounting, as the case may be, in relation to the Transaction or any consummated acquisition and (J) Non-Cash Compensation Liabilities.

“Consolidated Depreciation and Amortization Expense” means, with respect to any Person for any period, the total amount of depreciation and amortization expense of such Person, including the amortization of deferred financing fees or costs for such period on a consolidated basis and otherwise determined in accordance with GAAP.

“Consolidated EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period:

(a) increased by (without duplication, and as determined in accordance with GAAP to the extent applicable):

(i) (A) provision for taxes based on income or profits or capital, plus state, franchise, property or similar taxes and foreign withholding taxes and foreign unreimbursed value added taxes, of such Person for such period (including, in each case, penalties and interest related to such taxes or arising from tax examinations) deducted in computing Consolidated Net Income and (B) amounts paid to Holdings or any direct or indirect parent of Holdings in respect of taxes in accordance with Section 7.06(g)(viii), solely to the extent such amounts were deducted in computing Consolidated Net Income; plus

(ii) (A) total interest expense of such Person and (B) bank fees and costs owed with respect to letters of credit, bankers acceptances and surety bonds, in each case under this clause (B), in connection with financing activities and, in each case under clauses (A) and (B), to the extent the same were deducted in computing Consolidated Net Income; plus

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(iii) Consolidated Depreciation and Amortization Expense of such Person for such period to the extent such depreciation and amortization expenses were deducted in computing Consolidated Net Income; plus

(iv) any expenses or charges related to any issuance or offering of Equity Interests, Investment, acquisition, Disposition, recapitalization or the incurrence or repayment of Indebtedness (including, with respect to Indebtedness, a refinancing thereof) in each case whether or not successful and permitted to be incurred or made hereunder and any amendment or modification to the terms of any such transactions, including such fees, expenses or charges related to the Transaction, in each case, deducted in computing Consolidated Net Income; plus

(v) the amount of (x) any cash restructuring charge or reserve deducted in such period in computing Consolidated Net Income, including any one-time costs incurred in connection with (A) Permitted Acquisitions after the Closing Date or (B) the consolidation or closure of any office or facility and (y) cash expenses or charges relating to curtailments or modifications to pension and post retirement employee benefit plans, in each case, after the Closing Date in an aggregate amount for all cash items added pursuant to this clause (v), (i) when aggregated with the aggregate amount for all cash items added pursuant to clause (vi) below, not to exceed 10% of Consolidated EBITDA for such Test Period (calculated prior to giving effect to any adjustment pursuant to this clause (v) or clause (vi)) and (ii) when aggregated with the aggregate amount for all cash items added pursuant to clauses (vi) and (ix) hereof, not to exceed 15% of Consolidated EBITDA for such Test Period (calculated prior to giving effect to any adjustment pursuant to this clause (v) or clauses (vi) and (ix)); plus

(vi) the amount of costs relating to signing, retention and completion bonuses, costs incurred in connection with any strategic initiatives, transition costs and costs incurred in connection with non-recurring product and intellectual property development after the Closing Date, other business optimization expenses (including costs and expenses relating to business optimization programs), and new systems design and implementation costs and project start-up costs in an aggregate amount for all cash items added pursuant to this clause (vi), (i) when aggregated with the aggregate amount for all cash items added pursuant to clause (v) above, not to exceed 10% of Consolidated EBITDA for such Test Period (calculated prior to giving effect to any adjustment pursuant to this clause (vi) or clause (v)) and (ii) when aggregated with the aggregate amount for all cash items added pursuant to this clause (vi) and clause (ix) hereof, not to exceed 15% of Consolidated EBITDA for such Test Period (calculated prior to giving effect to any adjustment pursuant to clause (v) or this clause (vi) and clause (ix)); plus

(vii) any other non-cash charges including any write offs or write downs reducing such Consolidated Net Income for such period (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, (1) the Borrower may determine not to add back such non-cash charge in the current period and (2) to the extent the Borrower does decide to add back such non-cash charge, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period); plus

(viii) the amount of any minority interest expense or non-controlling interest consisting of Subsidiary income attributable to minority equity interests of third parties in any non-wholly owned Subsidiary deducted in calculating Consolidated Net Income; plus

(ix) the amount of net cost savings and synergies (other than any of the foregoing related to Specified Transactions) projected by the Borrower in good faith to result from actions taken prior to the end of such period (which net cost savings and synergies shall be subject to certification by a Responsible Officer and calculated on a pro forma basis as though such cost savings

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and synergies had been realized on the first day of the period for which Consolidated EBITDA is being determined), net of the amount of actual benefits realized during such period from such actions; provided that (A) such cost savings and synergies are reasonably identifiable and factually supportable, (B) the aggregate amount of cost savings and synergies added pursuant to this clause (ix) for any Test Period shall not exceed (i) 10% of Consolidated EBITDA for such Test Period (calculated prior to giving effect to any adjustment pursuant to this clause (ix)) and (ii) when aggregated with the aggregate amount for all cash items added pursuant to clause (v) and (vi) hereof, 15% of Consolidated EBITDA for such Test Period (calculated prior to giving effect to any adjustment pursuant to this clause (ix) and clauses (v) and (vi)) and (C) with respect to any period, no costs savings or synergies shall be added pursuant to this clause (ix) to the extent duplicative of any costs savings or synergies that are included in clause (v)(A) or (B) above or clause (vi) above with respect to such period; plus

(x) any costs or expenses incurred by the Borrower or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or stockholders agreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of the Borrower or net cash proceeds of issuance of Equity Interests of the Borrower (other than Disqualified Equity Interests), in each case, solely to the extent that such cash proceeds are excluded from the calculation of the Available Amount; plus

(xi) business interruption insurance proceeds in an amount representing the earnings for the period that such proceeds are intended to replace (whether or not received) so long as the Borrower in good faith expects to receive the same within the next four fiscal quarters (it being understood that to the extent not actually received in such fiscal quarters, such proceeds shall be deducted in calculating Consolidated EBITDA for such fiscal quarters); plus

(xii) any costs or expenses incurred by the Borrower or a Restricted Subsidiary relating to litigation, investigations, proceedings and/or settlement relating to litigation matters in each case existing on the Closing Date; plus

(xiii) non-cash gains, losses, income and expenses resulting from fair value accounting required by the applicable standard under GAAP and related interpretations; plus

(xiv) non-cash charges for deferred tax asset valuation allowances; plus

(xv) payments made by the Borrower or a Restricted Subsidiary pursuant to the management agreement between the Borrower and the Permitted Holders, as in effect on the Closing Date, in an aggregate amount not to exceed $500,000 in any fiscal year of the Borrower; plus

(xvi) the excess of (A) GAAP rent expense over (B) actual cash rent paid, including the benefit of lease incentives included in Consolidated Net Income shall be excluded and the excess of (A) actual cash rent paid, including the benefit of lease incentives to the extent included in Consolidated Net Income, over (B) GAAP rent expense shall be included (in each case during such period due to the use of straight line rent for GAAP purposes).

(b) decreased by (without duplication, and as determined in accordance with GAAP to the extent applicable) any non-cash gains increasing Consolidated Net Income of such Person for such period, excluding any gains that represent the reversal of any accrual of, or cash reserve for, anticipated cash charges in any prior period (other than such cash charges that have been added back to Consolidated Net Income in calculating Consolidated EBITDA in accordance with this definition).

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“Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the Net Income of such Person and its Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP; provided, however, that, without duplication:

(a) any net after-tax extraordinary, non-recurring or unusual gains or losses or expenses, and Transaction Expenses, severance costs and expenses and one-time compensation charges, shall be excluded;

(b) the Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period, whether effected through a cumulative effect adjustment or a retroactive application, in each case in accordance with GAAP;

(c) effects of adjustments (including the effects of such adjustments pushed down to the Borrower and the Subsidiaries) in such Person’s consolidated financial statements pursuant to GAAP (including in the property and equipment, software, goodwill, intangible assets, deferred revenue and debt line items thereof) resulting from the application of recapitalization accounting or purchase accounting, as the case may be, in relation to the Transaction or any consummated acquisition or the amortization or write-off of any amounts thereof, net of taxes, shall be excluded;

(d) any net after-tax income (loss) from disposed, abandoned, transferred, closed or discontinued operations and any net after-tax gains or losses on disposal of disposed, abandoned, transferred, closed or discontinued operations shall be excluded;

(e) any net after-tax gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions or the sale or other disposition of any Equity Interests of any Person other than in the ordinary course of business, as determined in good faith by the Borrower, shall be excluded;

(f) the Net Income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary; provided that the Borrower’s or any Restricted Subsidiary’s equity in the Net Income of such Person or Unrestricted Subsidiary shall be included in the Consolidated Net Income of the Borrower up to the aggregate amount of dividends or distributions or other payments that are actually paid in cash or Cash Equivalents (or to the extent converted into cash or Cash Equivalents) by such Person or Unrestricted Subsidiary to the Borrower or a Restricted Subsidiary in respect of such period (subject in the case of dividends, distributions or other payments made to a Restricted Subsidiary to the limitations contained in clause (g) below);

(g) solely for the purpose of determining the Available Amount for application pursuant to Section 7.06(k)(ii), the Net Income for such period of any Restricted Subsidiary (other than the Borrower or any Subsidiary Guarantor) shall be excluded to the extent the declaration or payment of dividends or similar distributions by the Borrower or that Restricted Subsidiary of its Net Income is not at the date of determination permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived; provided that Consolidated Net Income of the Borrower will be increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash) to the Borrower or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein;

(h) (i) any net unrealized gain or loss (after any offset) resulting in such period from obligations in respect of Swap Contracts and the application of Accounting Standards Codification 815 (Derivatives and Hedging), (ii) any net gain or loss resulting in such period from currency translation gains or losses related to currency re-measurements of Indebtedness (including the net loss or gain (A) resulting from Swap Contracts for currency exchange risk and (B) resulting from intercompany Indebtedness) and all other foreign currency translation gains or losses, and (iii) any net after-tax income (loss) for such period attributable to the early extinguishment or conversion of (A) Indebtedness, (B) obligations under any Swap Contracts or (C) other derivative instruments, shall be excluded;

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(i) any impairment charge or asset write-off or write-down, including amortization made in such period of deferred financing costs and premiums paid, impairment charges or asset write-offs or write-downs related to intangible assets, long-lived assets, investments in debt and equity securities or as a result of a change in law or regulation, in each case pursuant to GAAP and the amortization of intangibles arising pursuant to GAAP, shall be excluded;

(j) any expenses, charges or losses that are covered by indemnification or other reimbursement provisions in connection with any Investment, Permitted Acquisition or any sale, conveyance, transfer or other disposition of assets permitted under this Agreement, to the extent actually reimbursed, or, so long as the Borrower has made a determination that a reasonable basis exists for indemnification or reimbursement and only to the extent that such amount is in fact indemnified or reimbursed within 365 days of such determination (with a deduction in the applicable future period for any amount so added back to the extent not so indemnified or reimbursed within such 365 days), shall be excluded;

(k) to the extent covered by insurance and actually reimbursed, or, so long as the Borrower has made a determination that a reasonable basis exists that such amount will in fact be reimbursed within 365 days of the date of such determination (with a deduction in the applicable future period for any amount so added back to the extent not so reimbursed within such 365 days), expenses, charges or losses with respect to liability or casualty events or business interruption shall be excluded; and

(l) any non-cash (for such period and all other periods) compensation charge or expense, including any such charge or expense arising from the grants of stock appreciation or similar rights, stock options, restricted stock or other rights or equity incentive programs shall be excluded, and any cash charges associated with the rollover, acceleration or payout of Equity Interests by, or to, management or other holders of Equity Interests of the Borrower or any of its Restricted Subsidiaries in connection with the Transaction, shall be excluded.

“Consolidated Total Debt” means, as of any date of determination, the aggregate principal amount of Indebtedness of the Borrower and the Restricted Subsidiaries outstanding on such date, determined on a consolidated basis in accordance with GAAP (but excluding the effects of any discounting of Indebtedness resulting from the application of recapitalization accounting or purchase accounting in connection with the Transaction, any Permitted Acquisition or any other Investment permitted hereunder), consisting of Indebtedness for borrowed money, unreimbursed obligations in respect of drawn letters of credit, obligations in respect of Capitalized Leases and debt obligations evidenced by promissory notes or similar instruments; provided that Consolidated Total Debt shall not include Indebtedness in respect of (i) any Letter of Credit or any other letter of credit, except to the extent of unreimbursed L/C Obligations (provided that any unreimbursed L/C Obligations or unreimbursed obligations in respect of any such drawn other letters of credit shall not be counted as Consolidated Total Debt until three (3) Business Days after such amount is drawn (it being understood that any borrowing, whether automatic or otherwise, to fund such reimbursement shall be counted)) and (ii) obligations under Swap Contracts.

“Consolidated Working Capital” means, as at any date of determination, the excess of Consolidated Current Assets over Consolidated Current Liabilities.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Control” has the meaning specified in the definition of “Affiliate.”

“Corrective Loan Extension Amendment” means a Corrective Revolving Credit Extension Amendment and/or a Corrective Term Loan Extension Amendment, as the context requires.

“Corrective Revolving Credit Extension Amendment” has the meaning specified in Section 2.18(f).

“Corrective Term Loan Extension Amendment” has the meaning specified in Section 2.17(f).

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“Credit Agreement Refinancing Indebtedness” means Credit Agreement Revolving Credit Refinancing Indebtedness and/or Credit Agreement Term Refinancing Indebtedness, as the context may require.

“Credit Agreement Revolving Credit Refinancing Indebtedness” means (a) Indebtedness incurred pursuant to Section 7.03(g)(ii) or (b) Indebtedness incurred pursuant to a Refinancing Amendment, in each case, issued, incurred or otherwise obtained in exchange for, or to extend, renew, replace or refinance, in whole or part, then existing Revolving Credit Loans and related letters of credit and commitments (“Refinanced Revolving Credit Debt”); provided that (i) such extending, renewing, replacing or refinancing Indebtedness (and related commitments) is in an original aggregate principal amount (or accreted value, if applicable) not greater than the aggregate amount of Revolving Credit Commitments concurrently reduced pursuant to Section 2.06(d) except by an amount equal to unpaid accrued interest, fees, premium (including call and tender premiums) thereon, defeasance costs, and fees and expenses incurred (including OID, upfront fees and similar items), in connection with such extending, renewing, replacing or refinancing Indebtedness, (ii) such Indebtedness has a later maturity than the Refinanced Revolving Credit Debt (except such Credit Agreement Revolving Credit Refinancing Indebtedness may in any event have additional mandatory commitment reductions so long as the same do not occur prior to the Maturity Date that previously applied to the Refinanced Revolving Credit Debt being extended), (iii) all repayments required to be made in connection therewith shall be made in accordance with Section 2.06(d) and (iv) the terms and conditions of such Indebtedness (except as otherwise provided in clause (ii) above and with respect to interest rate margins, interest rate floors, discounts, fees, premiums and optional prepayment or redemption terms, conditions precedent, maturity and amortization schedule) are substantially identical to, or (when taken as a whole and as reasonably determined by the Borrower) are no more favorable to the lenders or holders providing such Indebtedness, than those applicable to the Refinanced Revolving Credit Debt (except for covenants or other provisions applicable only to periods after the Latest Maturity Date at the time of incurrence of such Indebtedness) or such Indebtedness is issued on then current market terms for the type of Indebtedness issued.

“Credit Agreement Term Refinancing Indebtedness” means any (a) Permitted Pari Passu Secured Term Refinancing Debt, (b) Permitted Junior Secured Term Refinancing Debt, (c) Permitted Unsecured Term Refinancing Debt or (d) Indebtedness incurred pursuant to a Refinancing Amendment, in each case, issued, incurred or otherwise obtained (including by means of the extension or renewal of existing Indebtedness) in exchange for, or to extend, renew, replace or refinance, in whole or part, existing Term Loans (“Refinanced Term Debt”); provided that (i) such exchanging, extending, renewing, replacing or refinancing Indebtedness is in an original aggregate principal amount not greater than the aggregate principal amount of the Refinanced Term Debt except by an amount equal to unpaid accrued interest, fees, premium (including call and tender premiums) thereon, defeasance costs, and fees and expenses incurred (including OID, upfront fees and similar items) on such exchanging, extending, renewing, replacing or refinancing Indebtedness, plus other reasonable and customary fees and expenses in connection with such exchange, modification, refinancing, refunding, renewal, replacement or extension, (ii) such Indebtedness has a later maturity than, and a Weighted Average Life to Maturity equal to or greater than, the Refinanced Term Debt; provided that any such Indebtedness that is unsecured or subordinated or junior in right of lien to the Facilities shall not mature prior to the date that is 91 days after the latest Maturity Date with respect to the Facilities at the time of issuance or incurrence of such Indebtedness, (iii) the terms and conditions of such Indebtedness (except as otherwise provided in clause (ii) above and with respect to interest rate margins, interest rate floors, discounts, fees, premiums and optional prepayment or redemption terms) are substantially identical to, or (when taken as a whole and as reasonably determined by the Borrower) are no more favorable to the lenders or holders providing such Indebtedness, than those applicable to the Term Loans being refinanced (except for covenants or other provisions applicable only to periods after the Latest Maturity Date at the time of incurrence of such Indebtedness) or such Indebtedness is issued on then current market terms for the type of Indebtedness issued, and (iv) such Refinanced Term Debt shall be repaid, defeased or satisfied and discharged, and all accrued interest, fees and premiums (if any) in connection therewith shall be paid, on the date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained.

“Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.

“Cure Expiration Date” has the meaning assigned to such term in Section 8.04(a).

“Debtor Relief Laws” means the Bankruptcy Code of the United States and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and, in each case, affecting the rights of creditors generally.

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“Declined Amount” has the meaning assigned to such term in Section 2.05(b)(vi).

“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“Default Rate” means an interest rate equal to (a) the Base Rate plus (b) the Applicable Rate applicable to Base Rate Loans plus (c) 2.00% per annum; provided that (i) with respect to a Eurodollar Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2.00% per annum and (ii) with respect to Letters of Credit, the Default Rate shall be an interest rate equal to the Applicable Rate with respect thereto plus 2.00% per annum, in each case, to the fullest extent permitted by applicable Laws.

“Defaulting Lender” means, subject to Section 2.19(b), any Lender that (a) has failed to perform any of its funding obligations hereunder, including in respect of its Loans or participations in respect of Letters of Credit or Swing Line Loans, within two Business Days of the date required to be funded by it hereunder, (b) has notified the Borrower or the Administrative Agent that it does not intend to comply with its funding obligations or has made a public statement to that effect with respect to its funding obligations hereunder or under other agreements in which it commits to extend credit, (c) has failed, within three Business Days after request by the Administrative Agent to confirm in a manner satisfactory to the Administrative Agent that it will comply with its funding obligations, or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it, or (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority.

“Designated Non-Cash Consideration” means the fair market value (as determined by the Borrower reasonably and in good faith) of non-cash consideration received by the Borrower or a Restricted Subsidiary in connection with a Disposition pursuant to Section 7.05(j) that is designated as Designated Non-Cash Consideration pursuant to a certificate of a Responsible Officer, setting forth the basis of such valuation (which amount will be reduced by the fair market value of the portion of the non-cash consideration converted to cash within one hundred eighty (180) days following the consummation of the applicable Disposition).

“Designated Person” means a person or entity:

(a) listed in the annex to, or otherwise subject to the provisions of, the Executive Order;

(b) named as a “Specially Designated National and Blocked Person” (“SDN”) on the most current list published by OFAC at its official website or any replacement website or other replacement official publication of such list (the “SDN List”); or

(c) in which an entity on the SDN List has 50% or greater ownership interest or that is otherwise controlled by an SDN.

“Discount Prepayment Accepting Lender” has the meaning assigned to such term in Section 2.05(a)(iv)(B)(2).

“Discount Range” has the meaning assigned to such term in Section 2.05(a)(iv)(C)(1).

“Discount Range Prepayment Amount” has the meaning assigned to such term in Section 2.05(a)(iv)(C)(1).

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“Discount Range Prepayment Notice” means a written notice of a Borrower Solicitation of Discount Range Prepayment Offers made pursuant to Section 2.05(a)(iv)(C) substantially in the form of Exhibit L.

“Discount Range Prepayment Offer” means the irrevocable written offer by a Lender, substantially in the form of Exhibit M, submitted in response to an invitation to submit offers following the Auction Agent’s receipt of a Discount Range Prepayment Notice.

“Discount Range Prepayment Response Date” has the meaning assigned to such term in Section 2.05(a)(iv)(C)(1).

“Discount Range Proration” has the meaning assigned to such term in Section 2.05(a)(iv)(C)(3).

“Discounted Loan Prepayment” has the meaning assigned to such term in Section 2.05(a)(iv)(A).

“Discounted Prepayment Determination Date” has the meaning assigned to such term in Section 2.05(a)(iv)(D)(3).

“Discounted Prepayment Effective Date” means in the case of a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offer or Borrower Solicitation of Discounted Prepayment Offer, five (5) Business Days following the Specified Discount Prepayment Response Date, the Discount Range Prepayment Response Date or the Solicited Discounted Prepayment Response Date, as applicable, in accordance with Section 2.05(a)(iv)(B), Section 2.05(a)(iv)(C) or Section 2.05(a)(iv)(D), respectively, unless a shorter period is agreed to between the Borrower and the Auction Agent.

“Disposition” or “Dispose” means the sale, transfer, license tantamount to a sale, lease or other disposition (including any sale leaseback transaction and any sale or issuance of Equity Interests in a Restricted Subsidiary) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith; provided that “Disposition” and “Dispose” shall not be deemed to include any issuance by Holdings (or any direct parent of Holdings) of any of its Equity Interests to another Person.

“Disqualified Equity Interests” means any Equity Interest that, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control, initial public offering, asset sale or casualty or condemnation event so long as any rights of the holders thereof upon the occurrence of a change of control, initial public offering, asset sale or casualty or condemnation event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable (other than (i) contingent indemnification obligations as to which no claim has been asserted and (ii) Obligations under Secured Hedge Agreements and Cash Management Obligations) and the termination of the Commitments and Cash Collateralization of all outstanding Letters of Credit), (b) is redeemable at the option of the holder thereof (other than solely for Qualified Equity Interests and other than as a result of a change of control, initial public offering, asset sale or casualty or condemnation event so long as any rights of the holders thereof upon the occurrence of a change of control, initial public offering, asset sale or casualty or condemnation event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable (other than (i) contingent indemnification obligations as to which no claim has been asserted and (ii) Obligations under Secured Hedge Agreements and Cash Management Obligations) and the termination of the Commitments and Cash Collateralization of all outstanding Letters of Credit), in whole or in part or (c) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is ninety-one (91) days after the Latest Maturity Date of the Loans at the time of issuance; provided that if such Equity Interests are issued to any employees, other service providers, directors, officers or members of management or pursuant to a plan for the benefit of employees, other service providers, directors, officers or members of management of Holdings, the Borrower or the Subsidiaries or by any such plan to such employees, other service providers, directors, officers or members of management, such Equity Interests shall not constitute Disqualified Equity Interests solely because they may be required to be repurchased by Holdings, the Borrower or the Subsidiaries in order to satisfy applicable statutory or regulatory obligations or as a result of such employees’, other service providers’, directors’, officers’ or management members’ termination, death or disability.

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“Disqualified Institution” means those Persons who are set forth on a list posted by the Borrower in compliance with Section 10.07(b)(v); provided that the Borrower shall be permitted to supplement such list to the extent such supplemented Person is or becomes a competitor of the Borrower or any of its Subsidiaries (or an Affiliate of such competitor listed by the Borrower or that is reasonably identifiable by name as an Affiliate); provided, further, that a competitor or an Affiliate of a competitor shall not include any bona fide debt fund or investment vehicle (other than a Person that is separately identified on such list) that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of business which is managed, sponsored or advised by any Person controlling, controlled by or under common control with such competitor or Affiliate thereof, as applicable, and for which no personnel involved with the investment in such competitor or affiliate thereof, as applicable (i) makes (or has the right to make or participate with others in making) any investment decisions or (ii) has access to any information (other than information that is publicly available) relating to the Borrower or any entity that forms a part of the Borrower’s business (including Subsidiaries of the Borrower).

“Dollar” and “$” mean lawful money of the United States.

“Dollar Equivalent” means, on any date of determination, with respect to any amount denominated in Dollars, such amount. As appropriate, amounts specified herein as amounts in Dollars shall be or include any relevant Dollar Equivalent amount.

“Domestic Subsidiary” means any Subsidiary that is organized under the Laws of the United States, any state thereof or the District of Columbia.

“ECF Percentage” has the meaning specified in Section 2.05(b)(i).

“Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 10.07(b)(iii) and (v) (subject to such consents, if any, as may be required under Section 10.07(b)(iii)).

“Environmental Claim” means any administrative, regulatory or judicial action, suits, demand letter, claim, lien, notice of noncompliance or violation, investigation (other than internal reports prepared by any Loan Party or any of its Subsidiaries (a) in the ordinary course of such Person’s business or (b) as required in connection with a financing transaction or an acquisition or disposition of real estate) or proceeding with respect to any Environmental Liability (hereinafter “Claims”), including (i) any and all Claims by governmental or regulatory authorities for enforcement, cleanup, removal, response, remedial or other actions or damages pursuant to any Environmental Law and (ii) any and all Claims by any third party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief pursuant to any Environmental Law.

“Environmental Laws” means Laws relating to the protection of the environment.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities) of any Loan Party or any of its Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract or other written agreement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Environmental Permit” means any permit, approval, identification number, license or other authorization required under any Environmental Law.

“Equinox” means Equinox Holdings, Inc.

“Equity Interests” means, with respect to any Person, all of the shares, interests, rights, participations or other equivalents (however designated) of capital stock of (or other ownership or profit interests or units in, including any limited or general partnership interest and any limited liability company membership interest) such Person and all of the warrants, options or other rights for the purchase, acquisition or exchange from such Person of any of the foregoing (including through convertible securities, but excluding debt securities).

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“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that together with the Borrower is treated as a single employer within the meaning of Section 414 of the Code or Section 4001 of ERISA.

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by the Borrower or any of its ERISA Affiliates from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as a termination under Section 4062(e) of ERISA; (c) the incurrence by the Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to a complete or partial withdrawal by the Borrower or any of its ERISA Affiliates from a Multiemployer Plan, written notification of the Borrower or any of its ERISA Affiliates concerning the imposition of Withdrawal Liability or written notification that a Multiemployer Plan is insolvent or is in reorganization within the meaning of Title IV of ERISA or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA); (d) the filing under Section 4041(c) of ERISA of a notice of intent to terminate a Pension Plan, the treatment of a Pension Plan or Multiemployer Plan amendment as a termination under Section 4041 or Section 4041A of ERISA, or the receipt by the Borrower or any of its ERISA Affiliates from the PBGC of any notice relating to the intention to terminate a Pension Plan or Multiemployer Plan; (e) the imposition of any liability under Title IV of ERISA with respect to the termination of any Pension Plan or Multiemployer Plan, other than for the payment of plan contributions or PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any of its ERISA Affiliates, (f) the application for a minimum funding waiver under Section 302(c) of ERISA with respect to a Pension Plan; (g) the imposition of a lien under Section 303(k) of ERISA with respect to any Pension Plan, (h) a determination that any Pension Plan is, or is expected to be, in “at risk” status (within the meaning of Section 430 of the Code or Section 303(i)(4) of ERISA) or (i) the occurrence of a non-exempt prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) which could result in liability to the Borrower or any of its ERISA Affiliates.

“Eurodollar Rate” means,

(a) for any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to the London Interbank Offered Rate (“LIBOR”), or a comparable or successor rate, which rate is approved by the Administrative Agent, as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period; and

(b) for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to LIBOR, at approximately 11:00 a.m., London time determined two Business Days prior to such date for Dollar deposits with a term of one month commencing that day;

provided that: (i) to the extent a comparable or successor rate is approved by the Administrative Agent in connection herewith, the approved rate shall be applied in a manner consistent with market practice; provided, further that to the extent such market practice is not administratively feasible for the Administrative Agent, such approved rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent and (ii) if the Eurodollar Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement; provided further that the Eurodollar Rate with respect to the Initial Term Loans shall not be deemed to be less than 1.00% per annum.

“Eurodollar Rate Borrowing” means a Borrowing comprised of Eurodollar Rate Loans.

“Eurodollar Rate Loan” means a Loan that bears interest at a rate based on the Eurodollar Rate (other than a Base Rate Loan).

“Event of Default” has the meaning specified in Section 8.01.

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“Excess Cash Flow” means, for any period, an amount equal to the excess of:

(a) the sum, without duplication, of:

(i) Consolidated Net Income of the Borrower for such period; plus

(ii) an amount equal to the amount of all non-cash charges (including depreciation and amortization) to the extent deducted in arriving at such Consolidated Net Income, but excluding any such non-cash charges representing an accrual or reserve for potential cash items in any future period and excluding amortization of a prepaid cash item that was paid in a prior period; plus

(iii) decreases in Consolidated Working Capital for such period (other than any such decreases arising from acquisitions or Dispositions outside the ordinary course of business by the Borrower and the Restricted Subsidiaries completed during such period or the application of purchase accounting); plus

(iv) an amount equal to the aggregate net non-cash loss on Dispositions by the Borrower and the Restricted Subsidiaries during such period (other than Dispositions in the ordinary course of business) to the extent deducted in arriving at such Consolidated Net Income; plus

(v) the amount deducted as tax expense in determining Consolidated Net Income to the extent in excess of cash taxes paid in respect of such period; plus

(vi) cash receipts in respect of Swap Contracts during such period to the extent not otherwise included in such Consolidated Net Income; over

(b) the sum, without duplication, of:

(i) an amount equal to the amount of all non-cash credits included in arriving at such Consolidated Net Income (but excluding any non-cash credit to the extent representing the reversal of an accrual or reserve described in clause (a)(ii) above) and cash charges excluded by virtue of clauses (a) through (l) of the definition of Consolidated Net Income;

(ii) without duplication of amounts deducted pursuant to clause (x) below in prior periods, the amount of Capital Expenditures accrued or made in cash during such period by the Borrower or the Restricted Subsidiaries, in each case except to the extent financed with the proceeds of long-term Indebtedness of the Borrower and the Restricted Subsidiaries (other than revolving Indebtedness);

(iii) the aggregate amount of all principal payments of Indebtedness of the Borrower and the Restricted Subsidiaries (including (A) the principal component of payments in respect of Capitalized Leases, (B) the amount of any scheduled repayment of Term Loans pursuant to Section 2.07(a), and (C) the amount of any mandatory prepayment of Loans pursuant to Section 2.05(b)(ii) to the extent required due to a Disposition that resulted in an increase to such Consolidated Net Income and not in excess of the amount of such increase, but excluding (W) all other prepayments of Term Loans (other than those specified in the preceding clauses (B) and (C)), (X) all prepayments of Revolving Credit Loans and Swing Line Loans, (Y) all prepayments in respect of any other revolving credit facility (except, in the case of clauses (X) and (Y), to the extent there is an equivalent permanent reduction in commitments thereunder) and (Z) payments of Indebtedness constituting subordinated Indebtedness, except in each case to the extent permitted to be paid pursuant to Section 7.12(a)) made during such period, in each case above except to the extent financed with the proceeds of long-term Indebtedness of the Borrower or the Restricted Subsidiaries (other than revolving Indebtedness);

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(iv) an amount equal to the aggregate net non-cash gain on Dispositions by the Borrower and the Restricted Subsidiaries during such period (other than Dispositions in the ordinary course of business) to the extent included in arriving at such Consolidated Net Income and the net cash loss on Dispositions to the extent otherwise added to arrive at Consolidated Net Income;

(v) increases in Consolidated Working Capital for such period (other than any such increases arising from acquisitions or Dispositions by the Borrower and the Restricted Subsidiaries completed during such period or the application of purchase accounting);

(vi) cash payments by the Borrower and the Restricted Subsidiaries during such period in respect of long-term liabilities of the Borrower and the Restricted Subsidiaries (other than Indebtedness) to the extent such payments are not expensed during such period or are not deducted in calculating Consolidated Net Income, in each case except to the extent financed with the proceeds of long-term Indebtedness of the Borrower or the Restricted Subsidiaries (other than revolving Indebtedness);

(vii) without duplication of amounts deducted from Excess Cash Flow in prior periods, the amount of Investments made in each case during such period (other than Investments made in Holdings, the Borrower or any of its Restricted Subsidiaries) pursuant to clauses (b), (c)(iv), (f), (i), (l), (m), (n), (t) and (cc) of Section 7.02, and, at the option of the Borrower, any payments (including earn-outs) required to be made pursuant to binding commitments (the “Scheduled Investment Consideration”) in respect of any such Investment made or contractually committed to be made during the period of four consecutive fiscal quarters of the Borrower following the end of such period, in each case except to the extent financed with the proceeds of long-term Indebtedness of the Borrower and the Restricted Subsidiaries (other than revolving Indebtedness) and in each case not made in reliance on any basket calculated by reference to the Available Amount; provided that to the extent the aggregate amount actually utilized to finance such Investments during such subsequent period of four consecutive fiscal quarters is less than the Scheduled Investment Consideration, the amount of the resulting shortfall shall be added to the calculation of Excess Cash Flow at the end of such subsequent period of four consecutive fiscal quarters;

(viii) without duplication of amounts deducted from Excess Cash Flow in prior periods, the amount of Restricted Payments paid in cash during such period pursuant to clauses (f), (g)(i), (g)(iii), (g)(iv) and (g)(v) and (k) of Section 7.06 and at the option of the Borrower, any payments required to be made pursuant to binding commitments (the “Scheduled Restricted Payment Consideration”) in respect of any such Restricted Payment made during the period of four consecutive fiscal quarters of the Borrower following the end of such period, in each case except to the extent financed with the proceeds of long-term Indebtedness of the Borrower and the Restricted Subsidiaries (other than revolving Indebtedness) and in each case not made in reliance on any basket calculated by reference to the Available Amount; provided that to the extent the aggregate amount actually utilized to finance such Restricted Payments during such subsequent period of four consecutive fiscal quarters is less than the Scheduled Restricted Payment Consideration, the amount of the resulting shortfall shall be added to the calculation of Excess Cash Flow at the end of such subsequent period of four consecutive fiscal quarters;

(ix) the aggregate amount of expenditures actually made by the Borrower and the Restricted Subsidiaries other than with proceeds of long-term Indebtedness of the Borrower and the Restricted Subsidiaries (other than revolving Indebtedness) during such period (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed (or exceed the amount that is expensed) during such period or are not deducted in calculating Consolidated Net Income;

(x) without duplication of amounts deducted from Excess Cash Flow in prior periods, the aggregate consideration with respect to any Capital Expenditures (including for purposes of this clause (x), the development, construction and opening of a facility) required pursuant to a binding contract or expected in connection with a lease or letter of intent, in each case to be paid in cash

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during such period by the Borrower or any of the Restricted Subsidiaries, the consummation of which is delayed beyond the end of such period; provided that, to the extent the aggregate amount of cash (other than with the proceeds of long-term Indebtedness of the Borrower and the Restricted Subsidiaries (other than revolving Indebtedness)) actually utilized to finance any such Capital Expenditure during such period is less than the amount required or expected to be paid in connection with such Capital Expenditure during such period, the amount of such shortfall shall be added to the calculation of Excess Cash Flow on (i) the date such Capital Expenditure is consummated or made or (ii) the date the binding contract, lease or letter of intent with respect to such Capital Expenditure is terminated;

(xi) without duplication of amounts deducted from Excess Cash Flow in prior periods, the aggregate consideration with respect to any Permitted Acquisition required to be paid in cash by the Borrower or any of the Restricted Subsidiaries during such period, pursuant to a binding contract, the consummation of which is delayed beyond the end of such period; provided that, to the extent the aggregate amount of cash (other than with the proceeds of long-term Indebtedness of the Borrower and the Restricted Subsidiaries (other than revolving Indebtedness)) actually utilized to finance any such Permitted Acquisition during such period is less than the amount required to be paid in connection with such Permitted Acquisition during such period, the amount of such shortfall shall be added to the calculation of Excess Cash Flow on (i) the date such Permitted Acquisition is consummated or made, (ii) the date the binding contract with respect to such Permitted Acquisition is terminated or (iii) the date that is 180 days after the date the Borrower or such Restricted Subsidiary entered into the binding contract with respect thereto;

(xii) the amount of cash taxes paid or tax reserves set aside or payable (without duplication) in such period, to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period; and

(xiii) cash expenditures in respect of Swap Contracts during such period to the extent not deducted in arriving at such Consolidated Net Income.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Excluded Assets” means any of the following:

(a) any lease, license, franchise, charter, authorization, contract or agreement to which any Loan Party is a party, and any of its rights or interest thereunder, if and to the extent that the pledge thereof or the grant of a security interest, (i) (A) is prohibited by or in violation of any law, rule or regulation applicable to any Loan Party, except to the extent such prohibition is rendered ineffective under the Uniform Commercial Code, (B) would be prohibited by the enforceable anti-assignment provisions of any contract or law, rule or regulation applicable to any Loan Party or with respect to any asset, to the extent such a grant or security interest would violate the terms of any contract evidencing or giving rise to such asset, in each case to the extent permitted pursuant to Section 7.09, or would trigger termination of such contract or any such material rights therein pursuant to any “change of control” or other provision or applicable law (in each case, after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code or other applicable law), in each case, excluding any such written agreement that related to Credit Agreement Refinancing Indebtedness or (C) requires any governmental or third party consent, (ii) is prohibited by or in violation of a term, provision or condition of any such lease, license, franchise, charter, authorization, contract or agreement, in each case to the extent permitted pursuant to Section 7.09; provided, however, that the Collateral shall include (and such security interest shall attach) at such time as the contractual or legal prohibition shall no longer be applicable and to the extent severable, shall attach to any asset and any portion of such lease, license, franchise, charter, authorization, contract or agreement not subject to the prohibitions specified in (i) or (ii) above (in each case, after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code); provided, further, that the exclusions referred to in this clause (a) shall not include any proceeds of any asset and any such lease, license, franchise, charter, authorization, contract or agreement;

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(b) (i) Equity Interests of a Foreign Subsidiary of the Borrower that is a CFC in excess of 65% of the total outstanding voting stock owned by such CFC (but, for the avoidance of doubt, 100% of any non-voting stock of such CFC will be included in the Collateral), (ii) Equity Interests in joint ventures or any non-wholly owned Subsidiaries to the extent not permitted by the terms of such Person’s organizational or joint venture documents, (iii) Equity Interests in Immaterial Subsidiaries, Captive Insurance Subsidiaries, not-for-profit Subsidiaries, special purpose entities used for securitization facilities and Unrestricted Subsidiaries (in each case, after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code), and (iv) margin stock;

(c) any “intent-to-use” application for registration of a trademark filed pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the Lanham Act, to the extent that, and during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law;

(d) (i) any leasehold interest (including any ground lease interest) in real property (it being agreed that no Loan Party shall be required to deliver landlord lien waivers, estoppels or collateral access letters), (ii) any fee interest in owned real property that is not Material Real Property and (iii) any fixtures affixed to any real property to the extent a security interest in such fixtures may not be perfected by a UCC-1 financing statement in the jurisdiction of organization of the applicable Loan Party;

(e) letters of credit and letter of credit rights that do not constitute supporting obligations in respect of other Collateral, except to the extent such letter of credit rights may be perfected by the filing of a UCC financing statement (it being understood that no actions shall be required to perfect a security interest in letter of credit rights, other than the filing of a UCC financing statement);

(f) assets, if and to the extent that a security interest in such asset (i) is prohibited by or in violation of any law, rule or regulation applicable to any Loan Party or (ii) requires a consent of any governmental authority or any third party pursuant to any contract evidencing or giving rise to such asset to the extent permitted pursuant to Section 7.09 that has not been obtained, except, in the case of clauses (i) and (ii), to the extent such prohibition or consent is rendered ineffective under the Uniform Commercial Code;

(g) commercial tort claims that, in the reasonable determination of the Borrower, are not expected to result in a judgment in excess of $2,500,000;

(h) any physical instrument evidencing obligations that is not a Material Debt Instrument, except to the extent any letter of credit rights may be perfected by the filing of a UCC financing statement;

(i) assets and personal property to the extent a security interest in such assets would result in material adverse tax consequences as reasonably determined by the Borrower in consultation with the Collateral Agent; and

(j) assets and personal property with respect to which, as reasonably determined by the Collateral Agent and the Borrower, the burden or cost of providing a security interest in such assets outweighs the benefits afforded to the Lenders thereby; provided, however, that Excluded Assets shall not include any Net Cash Proceeds, substitutions or replacements of any Excluded Assets referred to in clause (a) through (j) (unless such Net Cash Proceeds, substitutions or replacements would constitute Excluded Asset referred to in clauses (a) through (j)).

“Excluded Subsidiary” means (a) Immaterial Subsidiaries, (b) Unrestricted Subsidiaries, (c) any Subsidiary that is prohibited or restricted by Law, regulation or Contractual Obligation existing on the date hereof or binding on such Subsidiary at the time of acquisition thereof and not incurred in contemplation of such acquisition from providing a Guaranty or that would require a governmental (including regulatory) consent, approval, license or authorization in order to provide a Guaranty (including, in each case, under any financial assistance, corporate benefit or thin capitalization rule), (d) any Subsidiary to the extent it is not within the legal capacity of such Person to provide a guarantee,

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or would conflict with the fiduciary duties of such Person’s directors or result in, or could reasonably be expected to result in, a material risk of personal or criminal liability for any officer or director of such Person, (e) any Subsidiary that is not a wholly owned Subsidiary of the Borrower or any Guarantor (excluding the Borrower), (f) any Foreign Subsidiary that is a CFC, (g) any Domestic Subsidiary of a Foreign Subsidiary of the Borrower that is a CFC, (h) any Domestic Subsidiary of the Borrower substantially all the assets of which consist of Equity Interests in one or more Foreign Subsidiaries that are CFCs, (i) any Subsidiary that is a not-for-profit organization, (j) Captive Insurance Subsidiaries, (k) any Subsidiary with respect to which providing a Guaranty would result in material adverse tax consequences as reasonably determined by the Borrower (in consultation with the Collateral Agent), (l) certain special purpose entities and (m) any other Subsidiary with respect to which, as reasonably determined by the Collateral Agent and the Borrower, the burden or cost of providing a Guaranty outweighs the benefits afforded to the Lenders thereby.

“Excluded Swap Obligation” means with respect to any Guarantor, (a) any Swap Obligation if, and to the extent that, all or a portion of the Guaranty of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guaranty thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation, or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) (i) by virtue of such Guarantor’s failure to constitute an “eligible contract participant,” as defined in the Commodity Exchange Act and the regulations thereunder (determined after giving effect to § 7.8 and any other applicable keepwell, support, or other agreement for the benefit of such Guarantor and any and all applicable guarantees of such Guarantor’s Swap Obligations by other Loan Parties), at the time the guarantee of (or grant of such security interest by, as applicable) such Guarantor becomes or would become effective with respect to such Swap Obligation or (ii) in the case of a Swap Obligation that is subject to a clearing requirement pursuant to section 2(h) of the Commodity Exchange Act, because such Guarantor is a “financial entity,” as defined in section 2(h)(7)(C) of the Commodity Exchange Act, at the time the guarantee of (or grant of such security interest by, as applicable) such Guarantor becomes or would become effective with respect to such Swap Obligation or (b) any other Swap Obligation designated as an “Excluded Swap Obligation” of such Guarantor as specified in any agreement between the relevant Loan Parties and Hedge Bank applicable to such Swap Obligations. If a Swap Obligation arises under a master agreement governing more than one Swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to the Swap for which such guarantee or security interest is or becomes excluded in accordance with the first sentence of this definition.”

“Excluded Taxes” means, with respect to any Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder or under any other Loan Document, (i) any Taxes imposed on or measured by such recipient’s net income or profits (or franchise Taxes) that is imposed by a jurisdiction as a result of such recipient being organized or having its principal office or, in the case of any Lender, its applicable Lending Office, in such jurisdiction or as a result of any other present or former connection between such recipient and such jurisdiction (including as a result of such recipient carrying on a trade or business, having a permanent establishment or being a resident for Tax purposes in such jurisdiction), other than any connection arising solely from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to, and/or enforced, any Loan Documents, (ii) any branch profits Tax under Section 884(a) of the Code, or any similar Tax, imposed by any jurisdiction described in (i), (iii) in the case of any Lender, any U.S. federal withholding Tax that is imposed on amounts payable to such Lender (x) pursuant to a Law in effect at the time such Lender becomes a party hereto (other than any Lender becoming a party hereto pursuant to a request by any Loan Party under Section 3.07), or (y) designates a new Lending Office, except, in either case, to the extent that such Lender (or its assignor, if any) was entitled, immediately prior to the time of designation of a new Lending Office (or assignment), to receive additional amounts from a Loan Party with respect to such U.S. federal withholding Tax pursuant to Section 3.01, (iv) any Taxes attributable to a Lender’s failure to comply with Section 3.01(d), (v) any U.S. federal withholding Tax imposed under FATCA.

“Executive Order” means the Executive Order No. 13224 of September 23, 2001, entitled Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism.

“Existing Revolving Credit Loan Facility” has the meaning provided in Section 2.18(a).

“Existing Term Loan Facility” has the meaning specified in Section 2.17(a).

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“Extended Commitments” means the Extended Term Commitments and/or the Extended Revolving Credit Commitments, as the context may require.

“Extended Loans” means Extended Term Loans and/or Extended Revolving Credit Loans, as the context may require.

“Extended Revolving Credit Commitments” has the meaning specified in Section 2.18(a), as the same may be adjusted from time to time in accordance with the terms of this Agreement (including as a result of permitted increases thereto, and reductions thereto, in accordance with the terms of this Agreement and adjusted for assignments effected in accordance with the provisions of Section 10.07(b)). Each Lender with an Extended Revolving Credit Commitment shall be obligated to (a) make Revolving Credit Loans to the Borrower pursuant thereto and in accordance with Section 2.01(b), (b) purchase participations in L/C Obligations as provided herein and (c) purchase participations in Swing Line Loans as provided herein.

“Extended Revolving Credit Loan” has the meaning specified in Section 2.18(a) and includes each Revolving Credit Loan made by an Extending Revolving Credit Lender pursuant to its Extended Revolving Credit Commitment (or originally made pursuant to a Non-Extended Revolving Credit Commitment to the extent the same has been converted into an Extended Revolving Credit Commitment).

“Extended Term Commitment” means one or more commitments hereunder to convert Term Loans under an Existing Term Loan Facility to Extended Term Loans of a given Term Loan Extension Series pursuant to an Extension Amendment.

“Extended Term Loans” has the meaning provided in Section 2.17(a).

“Extending Revolving Credit Lender” has the meaning provided in Section 2.18(b).

“Extending Term Lender” has the meaning provided in Section 2.17(b).

“Extension Amendment” means an amendment to this Agreement in form and substance reasonably satisfactory to the Administrative Agent, with respect to an extension pursuant to Section 2.17, or the Administrative Agent, with respect to an extension pursuant to Section 2.18, and the Borrower executed by each of (a) the Borrower and Holdings, (b) each other Loan Party, (c) the Administrative Agent and (d) each Additional Lender and Lender that agrees to provide any Extended Commitments or Extended Loans being incurred pursuant thereto, in accordance with Section 2.17 or Section 2.18.

“Extension Request” means a notice (i) to the Administrative Agent, setting forth the proposed terms of the Extended Term Loans in accordance with Section 2.17(a) or (ii) to the Administrative Agent, setting forth the proposed terms of the Extended Revolving Credit Commitments in accordance with Section 2.18(a).

“Extension Series” means and includes each Revolving Credit Loan Extension Series and each Term Loan Extension Series.

“Facility” means the Initial Term Loans, the Revolving Credit Facility (including any Non-Extended Revolving Credit Commitments) and all extensions of credit pursuant thereto, the Swing Line Sublimit, the Letter of Credit Sublimit, any Refinancing Term Loans, any Refinancing Revolving Credit Loans, any Extended Term Loans or any New Term Commitments, as the context may require.

“FATCA” means Sections 1471 through 1474 of the Code as in effect on the Closing Date (and any amended or successor version thereof that is substantively comparable and not materially more onerous to comply with), and any current or future Treasury regulations or other official administrative interpretations thereof, any agreements entered into pursuant to current Section 1471(b) of the Code (and any amended or successor version thereof that is described above), and any intergovernmental agreements (or related laws or official administrative rules or practices) implementing the foregoing.

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“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative Agent.

“Fee Letter” means the Agency Fee Letter, dated May 15, 2015 among the Borrower and the Administrative Agent.

“Financial Covenants” means the covenants of the Borrower set forth in Section 7.10.

“FIRREA” means the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended from time to time.

“First Lien Intercreditor Agreement” means a customary “pari passu” intercreditor agreement among the Collateral Agent, the Administrative Agent, and one or more Senior Representatives for holders of Permitted Pari Passu Secured Term Refinancing Debt or Revolving Credit Refinancing Debt, in form and substance reasonably satisfactory to the Collateral Agent and Administrative Agent.

“Foreign Lender” means any Lender that is not a “United States person” as defined in Section 7701(a)(30) of the Code.

“Foreign Plan” means any retirement benefit or pension plan maintained or contributed to by, or entered into with, the Borrower or any Restricted Subsidiary with respect to any employees employed outside the United States which under applicable Laws is required to be funded through a trust or other funding vehicle other than a trust or funding vehicle maintained exclusively by a Governmental Authority.

“Foreign Subsidiary” means any direct or indirect Restricted Subsidiary of Holdings that is not a Domestic Subsidiary.

“FRB” means the Board of Governors of the Federal Reserve System of the United States.

“Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course.

“Funded Debt” means all third-Party Indebtedness of the Borrower and the Restricted Subsidiaries for borrowed money that matures more than one year from the date of its creation or matures within one year from such date that is renewable or extendable, at the option of such Person, to a date more than one year from such date or arises under a revolving credit or similar agreement that obligates the lender or lenders to extend credit during a period of more than one year from such date, including Indebtedness in respect of the Loans.

“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied; provided that, (a) notwithstanding anything to the contrary contained in the foregoing or in the definitions of “Capitalized Leases” or “Attributable Indebtedness,” in the event of an accounting change requiring all leases to be capitalized, only those leases that would constitute Capitalized Leases on the Closing Date (assuming for such purposes that they were in existence and effect on the Closing Date) shall be considered Capitalized Leases and all calculations and deliverables under this Agreement or any other Loan Document shall be made in accordance therewith and (b) if the Borrower notifies the Administrative Agent in writing that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after

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the date of this Agreement in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower in writing that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state, local, county, provincial or other, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Granting Lender” has the meaning specified in Section 10.07(g).

“Guarantee” means, as to any Person, without duplication, any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other monetary obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other monetary obligation, (b) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other monetary obligation of the payment or performance of such Indebtedness or other monetary obligation, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other monetary obligation, or (d) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other monetary obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided that the term “Guarantee” shall not include endorsements for collection or deposit, in either case in the ordinary course of business, or customary and reasonable indemnity obligations in effect on the Closing Date or entered into in connection with any acquisition or Disposition of assets permitted under this Agreement (other than such obligations with respect to Indebtedness). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

“Guarantors” means, collectively, (a) Holdings, the Subsidiaries of Holdings listed on Schedule 6.11, and each other Subsidiary of Holdings that executes and delivers a guaranty or guaranty supplement pursuant to Section 6.11 and (b) with respect to (i) Obligations owing by any Loan Party or any Subsidiary of a Loan Party (other than the Borrower) under any Secured Hedge Agreement or any Cash Management Services and (ii) the payment and performance by each Specified Loan Party of its obligations under its Guaranty with respect to all Swap Obligations, the Borrower.

“Guaranty” means (a) the guaranty made by Holdings and the other Guarantors in favor of the Collateral Agent on behalf of the Secured Parties dated as of the Closing Date and substantially in the form of Exhibit F and (b) each other guaranty and guaranty supplement delivered pursuant to this Agreement or any other Loan Document.

“Hazardous Materials” means any substance, material or waste that is regulated, classified, or otherwise characterized as “hazardous,” “toxic,” a “pollutant,” a “contaminant,” “radioactive” or “explosive” pursuant to any Environmental Law.

“Hedge Bank” means any Person that is an Agent, a Lender, a Joint Bookrunner or an Affiliate of any of the foregoing on the Closing Date or at the time it enters into a Secured Hedge Agreement, in its capacity as a party to a Secured Hedge Agreement, whether or not such Person subsequently ceases to be an Agent, a Lender, a Joint Bookrunner or an Affiliate of any of the foregoing.

“Holdings” has the meaning specified in the introductory paragraph to this Agreement.

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“Honor Date” has the meaning specified in Section 2.03(c)(i).

“Identified Participating Lenders” has the meaning specified in Section 2.05(a)(iv)(C)(3).

“Identified Qualifying Lender” has the meaning specified in Section 2.05(a)(iv)(D)(3).

“Immaterial Subsidiaries” means any Restricted Subsidiary of Holdings with respect to which, as of the last day of the most recently ended Test Period on or prior to the date of determination, EBITDA attributable to such Restricted Subsidiary for the period of four consecutive fiscal quarters ending on such date does not exceed, individually for such Restricted Subsidiary and in the aggregate for all such “Immaterial Subsidiaries,” 5.0% of the Consolidated EBITDA of Holdings and the Restricted Subsidiaries for such period.

“Incremental Amendment” has the meaning specified in Section 2.14(d).

“Incremental Amount Date” has the meaning specified in Section 2.14(d).

“Incremental Equivalent Debt” means one or more series of senior unsecured notes, senior secured first lien notes or junior lien notes or loans, subordinated notes or loans, or secured or unsecured mezzanine Indebtedness, in each case, whether issued in a public offering, Rule 144A or other private placement in lieu of the foregoing or otherwise, secured by the Collateral (if at all) on a pari passu or junior basis with the Obligations, which Indebtedness is issued or made in lieu of New Revolving Credit Commitments and/or New Term Commitments pursuant to an indenture, loan agreement, credit agreement, note purchase agreement or otherwise; provided that (i) the aggregate principal amount of all Incremental Equivalent Debt issued pursuant to this Agreement shall not, together with any New Revolving Credit Commitments and/or New Term Commitments issued prior to or substantially simultaneously with such Incremental Equivalent Debt, exceed the Available Incremental Amount, (ii) such Incremental Equivalent Debt shall not be subject to any Guarantee by any Person other than a Loan Party, (iii) in the case of Incremental Equivalent Debt that is secured, (A) the obligations in respect thereof shall not be secured by any Lien on any asset of Holdings or any Restricted Subsidiary other than any asset constituting Collateral, (B) the security agreements relating to such Incremental Equivalent Debt shall be substantially the same as the Collateral Documents (with such differences as are appropriate to reflect the nature of such Incremental Equivalent Debt and are otherwise reasonably satisfactory to the Administrative Agent) and (C) such Incremental Equivalent Debt shall be subject to a First Lien Intercreditor Agreement or a Junior Lien Intercreditor Agreement, as appropriate, or other intercreditor agreements or arrangements reasonably acceptable to the Administrative Agent, (iv) no Event of Default shall have occurred and be continuing or would exist immediately after giving effect to such incurrence and (v) the covenants and events of default applicable to such Incremental Equivalent Debt shall be on market terms for the type of Indebtedness issued or shall be not more restrictive (taken as a whole) with respect to the Borrower and the Restricted Subsidiaries than the covenants in this Agreement as reasonably determined by the Borrower in good faith (except for covenants or other terms applicable only to periods after the Latest Maturity Date at the time of incurrence of such Indebtedness).

“Incremental Facility Closing Date” has the meaning specified in Section 2.14(d).

“Incremental Term Loans” has the meaning specified in Section 2.14(a)(i).

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b) the maximum amount (after giving effect to any prior drawings or reductions that may have been reimbursed) of all letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds, performance bonds and similar instruments issued or created by or for the account of such Person;

(c) net obligations of such Person under any Swap Contract;

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(d) all obligations of such Person to pay the deferred purchase price of property or services (other than (i) trade accounts payable and accrued expenses payable in the ordinary course of business, (ii) any earn-out obligation until such obligation is not paid after becoming due and payable and (iii) accruals for payroll and other liabilities accrued in the ordinary course of business);

(e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements and mortgage, industrial revenue bond, industrial development bond and similar financings), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(f) all Attributable Indebtedness;

(g) all obligations of such Person in respect of Disqualified Equity Interests; and

(h) all Guarantees of such Person in respect of any of the foregoing.

For all purposes hereof, the Indebtedness of any Person shall (A) include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, except to the extent such Person’s liability for such Indebtedness is otherwise limited and only to the extent such Indebtedness would be included in the calculation of Consolidated Total Debt and (B) in the case of Holdings, the Borrower and the Restricted Subsidiaries, exclude intercompany loans and advances owed to one or more Loan Parties, having a term not exceeding 364 days (inclusive of any roll over or extensions of terms) and made in the ordinary course of business, in each case solely to the extent that such intercompany loans and advances are evidenced by one or more notes and pledged by the relevant Loan Parties as Collateral to secure the Obligations. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of Indebtedness of any Person for purposes of clause (e) shall be deemed to be equal to the lesser of (i) the aggregate unpaid amount of such Indebtedness and (ii) the fair market value (as determined by such Person in good faith) of the property encumbered thereby as determined by such Person in good faith.

“Indemnified Liabilities” has the meaning specified in Section 10.05.

“Indemnified Taxes” means all Taxes other than Excluded Taxes.

“Indemnitee” has the meaning specified in Section 10.05.

“Independent Financial Advisor” means an accounting, appraisal, investment banking firm or consultant of nationally recognized standing that is, in the good faith judgment of the Borrower, qualified to perform the task for which it has been engaged and that is independent of the Borrower and its Affiliates.

“Information” has the meaning specified in Section 10.08.

“Initial Term Commitment” means, as to each Term Lender, its obligation to make an Initial Term Loan to the Borrower pursuant to Section 2.01(a) as the same may be modified from time to time pursuant to any Assignment and Assumption pursuant to which such Term Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. As of the Closing Date, the aggregate principal amount of the Initial Term Commitments is $165,000,000.

“Initial Term Loan” and “Initial Term Loans” have the meanings specified in Section 2.01(a).

“Initial Term Loan Repayment Date” has the meaning specified in Section 2.07(a).

“Intellectual Property Security Agreements” means the “Copyright Security Agreement,” “Trademark Security Agreement” and “Patent Security Agreement,” each with the meaning specified in the Security Agreement.

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“Intercompany Subordination Agreement” means an agreement executed by each Restricted Subsidiary of Holdings that is an obligee or an obligor with respect to any intercompany Indebtedness, in substantially the form of Exhibit J.

“Interest Coverage Ratio” means, with respect to any Test Period, the ratio of (x) Consolidated EBITDA for such Test Period to (y) Consolidated Cash Interest Expense for such Test Period.

“Interest Payment Date” means, (a) as to any Loan of any Class other than a Base Rate Loan, the last day of each Interest Period applicable to such Loan, or with respect to any Initial Term Loans, on each Initial Term Loan Repayment Date, and the Maturity Date of the Facility under which such Loan was made (or, in the case of a Non-Extended Revolving Credit Loan or an Extended Revolving Credit Loan maintained as a Eurodollar Rate Loan, the Maturity Date applicable thereto); provided that if any Interest Period for a Eurodollar Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan of any Class (including a Swing Line Loan), the last Business Day of each March, June, September and December, or with respect to any Initial Term Loans, on each Initial Term Loan Repayment Date, and the Maturity Date of the Facility under which such Loan was made (or, in the case of a Non-Extended Revolving Credit Loan or Extended Revolving Credit Loan maintained as a Base Rate Loan, the Maturity Date applicable thereto).

“Interest Period” means, as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the date one, two, three or six months thereafter, or to the extent consented to by each applicable Lender of such Eurodollar Rate Loan, nine or twelve months (or such period of less than one month as may be consented to by each applicable Lender), as selected by the Borrower in its Loan Notice; provided that:

(a) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the immediately preceding Business Day;

(b) any Interest Period (other than an Interest Period having a duration of less than one month) that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

(c) no Interest Period shall extend beyond the Maturity Date of the Facility under which such Loan was made (or, in the case of a Revolving Credit Loan maintained as a Eurodollar Rate Loan prior to the Maturity Date with respect to Non-Extended Revolving Credit Commitments, the Maturity Date with respect to Non-Extended Revolving Credit Commitments).

“Investment” means, as to any Person, the acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition (including without limitation by merger or otherwise) of Equity Interests of another Person or (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person (excluding, in the case of the Borrower and its Restricted Subsidiaries, intercompany loans, advances, or Indebtedness having a term not exceeding 364 days (inclusive of any roll-over or extensions of terms) and made in the ordinary course of business) or (c) the purchase or other acquisition (in one transaction or a series of transactions, including without limitation by merger or otherwise) of all or substantially all of the property and assets of another Person or assets constituting a business unit, line of business or division of such Person. For purposes of covenant compliance, the amount of any Investment at any time shall be the amount actually invested (measured at the time made), without adjustment for subsequent changes in the value of such Investment, net of any repayments, return representing a return of capital, redemption or sale with respect to such Investment.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB (or the equivalent) by S&P, or an equivalent rating by any other nationally recognized statistical rating agency selected by the Borrower.

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“IP Rights” has the meaning specified in Section 5.15.

“IRS” means the Internal Revenue Service of the United States.

“ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).

“Issuer Documents” means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument (other than this Agreement) entered into by the L/C Issuer and the Borrower or in favor of the L/C Issuer and relating to such Letter of Credit.

“Joint Bookrunner” means each of Bank of America, N.A., Goldman Sachs Bank USA, Citigroup Global Markets Inc. and City National Bank, each in its capacity as a joint bookrunner under this Agreement.

“Joint Venture” means (a) any Person which would constitute an “equity method investee” of the Borrower or any of the Restricted Subsidiaries and (b) any Person in whom the Borrower or any of the Restricted Subsidiaries beneficially owns any Equity Interest that is not a Restricted Subsidiary (other than an Unrestricted Subsidiary).

“Judgment Currency” has the meaning specified in Section 10.18.

“Junior Financing” has the meaning specified in Section 7.12(a).

“Junior Financing Documentation” means any documentation governing any Junior Financing.

“Junior Lien Intercreditor Agreement” means a customary “junior lien” intercreditor agreement among the Collateral Agent and one or more Senior Representatives for holders of Permitted Junior Secured Term Refinancing Debt, in form and substance reasonably satisfactory to the Collateral Agent and Administrative Agent.

“Latest Maturity Date” means, at any date of determination, the latest maturity or expiration date applicable to any Loan or Commitment hereunder at such time, including the latest maturity or expiration date of any New Term Commitment, New Revolving Credit Commitments, any Refinancing Loan, any Refinancing Commitment, any Extended Loan or any Extended Commitment, in each case as extended in accordance with this Agreement from time to time.

“Laws” means, collectively, all applicable international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities and executive orders, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority.

“L/C Advances” means with respect to each Revolving Credit Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Pro Rata Share.

“L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Revolving Credit Borrowing.

“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the renewal or increase of the amount thereof.

“L/C Issuer” means Bank of America, and any Affiliate thereof that becomes the L/C Issuer in accordance with Section 10.07(k), in its capacity as an issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder.

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“L/C Obligations” means, as at any date of determination (without duplication) (a) the aggregate stated amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“Lender” has the meaning specified in the introductory paragraph to this Agreement and, as the context requires, includes the L/C Issuer and the Swing Line Lender, and their respective successors and assigns as permitted hereunder, each of which is referred to herein as a “Lender.” Each Additional Lender shall be a Lender to the extent any such Person has executed and delivered a Refinancing Amendment or an Incremental Amendment, as the case may be, and to the extent such Refinancing Amendment or Incremental Amendment shall have become effective in accordance with the terms hereof and thereof, and each Extending Revolving Credit Lender and Extending Term Lender shall continue to be a Lender.

“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent by not less than five Business Days’ written notice.

“Letter of Credit” means any letter of credit issued hereunder. A Letter of Credit may be a “sight” commercial letter of credit or a standby letter of credit.

“Letter of Credit Application” means an application and agreement by the Borrower for the issuance or extension of, or amendment to, a Letter of Credit in the form from time to time in use by the L/C Issuer.

“Letter of Credit Expiration Date” means the day that is five (5) Business Days prior to the Maturity Date then in effect for the Revolving Credit Commitments.

“Letter of Credit Exposure” means, at any time, the aggregate amount of all L/C Obligations at such time in respect of Letters of Credit. The Letter of Credit Exposure of any Revolving Credit Lender at any time shall be its Revolving Credit Percentage of the aggregate Letter of Credit Exposure at such time.

“Letter of Credit Sublimit” means an amount equal to the lesser of (a) as of the Closing Date, $5,000,000, as such amount may be adjusted hereunder from time to time and (b) the aggregate amount of the Revolving Credit Commitments. The Letter of Credit Sublimit is part of, and not in addition to, the Revolving Credit Commitments.

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any Capitalized Lease having substantially the same economic effect as any of the foregoing) in each case in the nature of security; provided that in no event shall an operating lease in and of itself be deemed a Lien.

“Loan” means an extension of credit by a Lender to the Borrower under Article II in the form of a Term Loan, a Revolving Credit Loan or a Swing Line Loan.

“Loan Documents” means, collectively, (a) this Agreement, (b) the Notes, (c) any Refinancing Amendment, Incremental Amendment or Extension Amendment, (d) the Guaranty, (e) the Collateral Documents and (f) each Letter of Credit Application.

“Loan Notice” means a notice by the Borrower of (a) a Term Borrowing, (b) a Revolving Credit Borrowing, (c) a conversion of Loans from one Type to the other, or (d) a continuation of Eurodollar Rate Loans, pursuant to Section 2.02(a), which shall be substantially in the form of Exhibit A or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower.

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“Loan Parties” means, collectively, (a) Holdings, (b) the Borrower and (c) each other Guarantor.

“London Banking Day” means any day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.

“Management Equityholders” shall mean any of (i) any current or former director, officer, employee or member of management of Equinox, Holdings or any of their respective Subsidiaries or any direct or indirect parent company thereof who, on the Closing Date, is an equityholder in Equinox, Holdings or any direct or indirect parent thereof, (ii) any trust, partnership, limited liability company, corporate body or other entity established by any such director, officer, employee or member of management of Equinox, Holdings or any of their respective Subsidiaries or any direct or indirect parent thereof or any Person described in the succeeding clauses (iii) and (iv), as applicable, to hold an investment in Equinox, Holdings or any direct or indirect parent thereof in connection with such Person’s estate or tax planning, (iii) any spouse, parents or grandparents of any such director, officer, employee or member of management of Equinox, Holdings or any of their respective Subsidiaries or any direct or indirect parent thereof, and any and all descendants (including adopted children and step-children) of the foregoing, together with any spouse of any of the foregoing Persons, who are transferred an investment in Equinox, Holdings or any direct or indirect parent thereof by any such director, officer, employee or member of management of Equinox, Holdings or any of their respective Subsidiaries or any direct or indirect parent thereof in connection with such Person’s estate or tax planning and (iv) any Person who acquires an investment in Equinox, Holdings or any direct or indirect parent thereof by will or by the laws of intestate succession as a result of the death of any such director, officer, employee or member of management of Equinox, Holdings or any of their respective Subsidiaries or any direct or indirect parent thereof.

“Mandatory Cost” means, with respect to any period, the percentage per annum determined in accordance with Schedule 1.01B.

“Margin Stock” has the meaning set forth in Regulation U of the Board of Governors of the United States Federal Reserve System, or any successor thereto.

“Master Agreement” has the meaning specified in the definition of “Swap Contract.”

“Material Adverse Effect” means any event, circumstance or condition that has had a materially adverse effect on (a) the business, results of operations, assets or financial condition of the Borrower and the Restricted Subsidiaries taken as a whole, (b) the ability of the Loan Parties (taken as a whole) to perform their respective payment obligations under any Loan Document to which any of the Loan Parties is a party or (c) the rights and remedies (taken as a whole) of the Lenders, the Collateral Agent or the Administrative Agent under any Loan Document.

“Material Debt Instrument” means any physical instrument evidencing obligations in excess of $2,500,000.

“Material Real Property” means any real property owned by the Borrower or any Restricted Subsidiary with a fair market value (as determined by the Borrower reasonably and in good faith) in excess of $5,000,000.

“Material Subsidiary” means any Restricted Subsidiary of Holdings that is not an Immaterial Subsidiary.

“Maturity Date” means (i) with respect to the Revolving Credit Commitments the maturity of which has not been extended pursuant to Section 2.18, the date that is five (5) years after the Closing Date (the “Original Revolving Credit Maturity Date”), (ii) with respect to the Term Loans the maturity of which has not been extended pursuant to Section 2.17, the date that is five (5) years after the Closing Date (the “Original Term Loan Maturity Date”), (iii) with respect to any Extended Term Loans of a given Term Loan Extension Series, the final maturity date as specified in the applicable Extension Amendment accepted by the applicable Lender or Lenders, (iv) with respect to any Extended Revolving Credit Commitments of a given Revolving Credit Loan Extension Series, the final maturity date as specified in the applicable Extension Amendment accepted by the applicable Lender or Lenders, (v) with respect to any Refinancing Term Loans of a given Term Loan Refinancing Series or Refinancing Revolving Credit Commitments or Refinancing Revolving Credit Loans of a given Revolving Credit Loan Refinancing Series, the final maturity date as specified in the applicable Refinancing Amendment and (vi) with respect to any New Term Commitment, the final maturity date as specified in the applicable Incremental Amendment; provided, in each case, that if such day is not a Business Day, the applicable Maturity Date shall be the Business Day immediately preceding such day.

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“Maximum Rate” has the meaning specified in Section 10.10.

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

“Mortgage Policies” has the meaning specified in Section 6.13(b)(ii).

“Mortgages” means collectively, the deeds of trust, trust deeds, hypothecs and mortgages made by the Loan Parties in favor or for the benefit of the Collateral Agent on behalf of the Secured Parties in form and substance reasonably satisfactory to the Collateral Agent, executed and delivered pursuant to Section 6.13.

“Multiemployer Plan” means any multiemployer plan as defined in Section 4001(a)(3) of ERISA and subject to Title IV of ERISA, to which the Borrower or any of its ERISA Affiliates makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

“Net Cash Proceeds” means:

(a) with respect to the Disposition of any asset by the Borrower or any of the Restricted Subsidiaries or any Casualty Event, the excess, if any, of (i) the sum of cash and Cash Equivalents received in connection with such Disposition or Casualty Event (including any cash and Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received and, with respect to any Casualty Event, any insurance proceeds or condemnation awards in respect of such Casualty Event actually received by or paid to or for the account of the Borrower or any of the Restricted Subsidiaries) over (ii) the sum of (A) the principal amount, premium or penalty, if any, interest and other amounts on any Indebtedness that is secured by the asset subject to such Disposition or Casualty Event and required to be repaid in connection with such Disposition or Casualty Event (other than Indebtedness under the Loan Documents and Credit Agreement Refinancing Indebtedness), (B) the out-of-pocket fees and expenses (including attorneys’ fees, investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, other customary expenses and brokerage, consultant and other customary fees) actually incurred by the Borrower or such Restricted Subsidiary in connection with such Disposition or Casualty Event and restoration costs following a Casualty Event, (C) taxes (including Restricted Payments in respect thereof pursuant to Section 7.06) paid or reasonably estimated to be payable in connection therewith, (D) in the case of any Disposition or Casualty Event by a non-wholly owned Restricted Subsidiary, the pro rata portion of the Net Cash Proceeds thereof (calculated without regard to this clause (D)) attributable to minority interests and not available for distribution to or for the account of the Borrower or a wholly owned Restricted Subsidiary as a result thereof, and (E) any reserve for adjustment in respect of (x) the sale price of such asset or assets established in accordance with GAAP and (y) any liabilities associated with such asset or assets and retained by the Borrower or any Restricted Subsidiary after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction, it being understood that “Net Cash Proceeds” shall include the amount of any reversal (without the satisfaction of any applicable liabilities in cash in a corresponding amount) of any reserve described in this clause (E); provided that (x) no net cash proceeds calculated in accordance with the foregoing realized in a single transaction or series of related transactions shall constitute Net Cash Proceeds unless such net cash proceeds shall exceed $1,000,000 and (y) no such net cash proceeds shall constitute Net Cash Proceeds under this clause (a) in any fiscal year until the aggregate amount of all such net cash proceeds in such fiscal year shall exceed $2,500,000 (and thereafter only net cash proceeds in excess of such amount shall constitute Net Cash Proceeds under this clause (a)); and

(b) with respect to the incurrence or issuance of any Indebtedness or Permitted Equity Issuances by the Borrower or any Restricted Subsidiary, the excess, if any, of (i) the sum of the cash and Cash Equivalents received in connection with such incurrence or issuance over (ii) the investment banking fees, underwriting discounts, commissions, costs and other out-of-pocket expenses and other customary expenses, incurred by the Borrower or such Restricted Subsidiary in connection with such incurrence or issuance.

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“Net Income” means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP.

“New Revolving Credit Commitments” has the meaning specified in Section 2.14(a).

“New Term Commitments” has the meaning specified in Section 2.14(a).

“Non-Cash Compensation Liabilities” means any liabilities recorded in connection with stock-based awards, partnership interest-based awards, awards of profits interests, deferred compensation awards and similar incentive based compensation awards or arrangements.

“Non-Consenting Lender” has the meaning specified in the penultimate paragraph of Section 3.07.

“Non-Defaulting Lender” and “Non-Defaulting Revolving Credit Lender” mean and include each Revolving Credit Lender other than a Defaulting Lender.

“Non-Extended Revolving Credit Commitment” means, as to each Revolving Credit Lender, any Class of Revolving Credit Commitments of such Lender as in effect immediately prior to the date on which any extension of all or any part of any Class of Revolving Credit Commitments becomes effective pursuant to an Extension Amendment, as well as any commitment of a Lender acquired by way of additions to such Class in accordance with the terms of this Agreement, as such commitments of the various Revolving Credit Lenders may be adjusted from time to time in accordance with the terms of this Agreement (including as a result of permitted increases thereto, and reductions thereto, in accordance with the terms of this Agreement and adjusted for assignments effected in accordance with the provisions of Section 10.07(b)); provided that the Non-Extended Revolving Credit Commitment of any Lender shall exclude any portion of such commitments which have been extended pursuant to one or more Extension Amendments. Each Lender with a Non-Extended Revolving Credit Commitment shall be obligated to (a) make Revolving Credit Loans to the Borrower pursuant thereto and in accordance with Section 2.01(b), (b) purchase participations in L/C Obligations as provided herein and (c) purchase participations in Swing Line Loans as provided herein.

“Non-Extended Revolving Credit Loans” means a Revolving Credit Loan made by a Non-Extending Revolving Credit Lender pursuant to its Non-Extended Revolving Credit Commitment (and Revolving Credit Loans to the extent originally made pursuant to a Non-Extended Revolving Credit Commitment which has been converted into an Extended Revolving Credit Commitment, which Revolving Credit Loans shall thereafter be Extended Revolving Credit Loans).

“Non-Extending Revolving Credit Lender” means, at any time, any Lender that has a Non-Extended Revolving Credit Commitment and/or related Revolving Credit Exposure incurred pursuant thereto at such time.

“Non-Loan Party” means any Subsidiary that is not a Loan Party.

“Nonrenewal Notice Date” has the meaning specified in Section 2.03(b)(iii).

“Note” means a Term Note, a Revolving Credit Note or the Swing Line Note, as the context may require.

“Not Otherwise Applied” means, with reference to any amount of net cash proceeds of any transaction or event that is proposed to be applied to a particular use or transaction, that such amount (a) was not required to be applied to prepay the Loans pursuant to Section 2.05(b), and (b) has not previously been (and is not simultaneously being) applied to anything other than that such particular use or transaction.

“Obligations” means all (a) advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest, fees and expenses that accrue after the commencement by or against any Loan Party of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest, fees and expenses are allowed claims in such proceeding, (b) for purposes of the Collateral Documents

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and Section 8.03 only, obligations of any Loan Party arising under any Secured Hedge Agreement and (c) for purposes of the Collateral Documents and Section 8.03 only, Cash Management Obligations; provided that in the case of clauses (b) and (c), only to the extent that, and for so long as, the other Obligations are so secured or guaranteed, and any release of Collateral or Guarantees effected in a manner permitted by this Agreement shall not require the consent of holders of obligations under Secured Hedge Agreements or Cash Management Obligations; provided, further, that “Obligations” shall exclude any Excluded Swap Obligations. Without limiting the generality of the foregoing, the Obligations of the Loan Parties under the Loan Documents include the obligation (including guarantee obligations) to pay principal, interest, Letter of Credit commissions, reimbursement obligations, charges, expenses, fees, Attorney Costs, indemnities and other amounts payable by any Loan Party under any Loan Document.

“OFAC” has the meaning specified in the definition of “Sanctions Laws and Regulations.”

“Offered Amount” has the meaning specified in Section 2.05(a)(iv)(D)(1).

“Offered Discount” has the meaning specified in Section 2.05(a)(iv)(D)(1).

“OID” means original issue discount.

“Organization Documents” means (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Original Revolving Credit Maturity Date” has the meaning specified in the definition of “Maturity Date.”

“Original Term Loan Maturity Date” has the meaning specified in the definition of “Maturity Date.”

“Other Allocable Share” means, in the case of any determination with respect to any Extending Revolving Credit Lender(or its Extended Revolving Credit Commitment (and related Revolving Credit Exposure)) or any Non-Extending Revolving Credit Lender (or its Non-Extended Revolving Credit Commitment (and related Revolving Credit Exposure)), at any time on or after the date of any applicable Extension Amendment, a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of the Extended Revolving Credit Commitment or the Non-Extended Revolving Credit Commitment, as the case may be, of such Lender at such time and the denominator of which is the aggregate amount of all Extended Revolving Credit Commitments or all Non-Extended Revolving Credit Commitments, as the case may be, at such time; provided that if such Extended Revolving Credit Commitment or Non-Extended Revolving Credit Commitment, as the case may be, has been terminated, then the Other Allocable Share of each applicable Lender shall be determined based on the Other Allocable Share of such Lender immediately prior to such termination and after giving effect to any subsequent assignments made pursuant to the terms hereof.

“Other Applicable Indebtedness” has the meaning specified in Section 2.05(b)(ii)(A).

“Other Taxes” means any and all present or future stamp or documentary Taxes or any other excise or property Taxes arising from any payment under any Loan Document or the execution, delivery, registration or enforcement of, or otherwise with respect to, any Loan Document, except any such Taxes imposed as a result of an assignment (other than an assignment made pursuant to Section 3.04(f)) by a Lender (an “Assignment Tax”), but only if such Assignment Tax is imposed as a result of a present or former connection of the assignor or assignee with the jurisdiction imposing such Assignment Tax (other than any connection arising solely from having executed, delivered, become a party to, exercised any rights or performed any obligations under, received any payments under, received or perfected a security interest under, enforced and/or engaged in any other transaction or other activities pursuant to any Loan Document).

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“Outstanding Amount” means (a) with respect to the Term Loans of any Class, Revolving Credit Loans of any Class and Swing Line Loans on any date, the aggregate outstanding amount thereof after giving effect to any borrowings and prepayments or repayments of Term Loans of any Class, Revolving Credit Loans of any Class (including any refinancing of outstanding Unreimbursed Amounts under Letters of Credit or L/C Credit Extensions as a Revolving Credit Borrowing) and Swing Line Loans, as the case may be, occurring on such date (other than for purposes of Section 2.09(a)); and (b) with respect to any L/C Obligations on any date, the aggregate outstanding amount thereof on such date after giving effect to any related L/C Credit Extension occurring on such date and any other changes thereto as of such date, including as a result of any reimbursements of outstanding Unreimbursed Amounts under related Letters of Credit (including any refinancing of outstanding Unreimbursed Amounts under related Letters of Credit or related L/C Credit Extensions as a Revolving Credit Borrowing) or any reductions in the maximum amount available for drawing under related Letters of Credit taking effect on such date.

“Participant” has the meaning specified in Section 10.07(d).

“Participant Register” has the meaning specified in Section 10.07(e).

“Participating Lender” has the meaning specified in Section 2.05(a)(iv)(C)(2).

“Patriot Act” has the meaning specified in the definition of “Sanctions Laws and Regulations.”

“PBGC” means the Pension Benefit Guaranty Corporation.

“Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan or a Foreign Plan, that is subject to Title IV of ERISA and is sponsored or maintained by the Borrower or any of its ERISA Affiliates or to which the Borrower or any of its ERISA Affiliates contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time in the preceding five plan years.

“Permitted Acquisition” has the meaning specified in Section 7.02(i).

“Permitted Equity Issuance” means any sale or issuance of any Qualified Equity Interests of Holdings or any direct or indirect parent of Holdings, in each case to the extent not restricted hereunder.

“Permitted First Lien Debt” means all Credit Agreement Refinancing Indebtedness incurred pursuant to Section 7.03(g) (a) which is (and at the time of incurrence is) (i) secured by the Collateral on a pari passu basis with the Obligations (but without regard to the control of remedies), (ii) not secured by any property or assets of the Borrower or any Subsidiary other than the Collateral and (iii) not guaranteed by any Subsidiaries other than the Guarantors, (b) with respect to which the security agreements and guarantees relating to such Indebtedness are substantially the same as the terms of the Collateral Documents and the Guaranty (with such differences as are reasonably satisfactory to the Administrative Agent) and (c) a Senior Representative acting on behalf of the holders of such Indebtedness shall have become party to or otherwise be subject to the provisions of a First Lien Intercreditor Agreement; provided that if such Indebtedness is the initial Permitted Pari Passu Secured Term Refinancing Debt incurred by the Borrower, then Holdings, the Borrower, the Subsidiary Guarantors, the Collateral Agent and the Senior Representative for such Indebtedness shall have executed and delivered a First Lien Intercreditor Agreement.

“Permitted Holders” means (a) each of the following individuals: (i) Stephen Ross, (ii) Jeff Blau, (iii) Bruce A. Beal, Jr., (iv) Michael Brenner, (v) Richard O’Toole, and (vi) Harvey Spevak, and in each case, his estate, spouse, heirs, ancestors, lineal descendants, legatees, legal representatives (in their capacities as such) or the trustee (in its capacity as such) of a bona fide trust of which one or more of the foregoing are the principal beneficiaries or grantors thereof and (b) any entity controlled, directly or indirectly, by any Persons referred to in the preceding clause (a), whether through the ownership of voting securities, by contract or otherwise, (c) any investment fund or vehicle managed or sponsored by Leonard Green or any Affiliate thereof, and any Affiliate of or successor to any such investment fund or vehicle, and (d) any Management Equityholder.

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“Permitted Junior Priority Debt” means all Credit Agreement Refinancing Indebtedness incurred pursuant to Section 7.03(g), (a) which is (and at the time of incurrence is) (i) secured by the Collateral on a junior and subordinated second-priority basis with the Obligations, (ii) not secured by any property or assets of the Borrower or any Subsidiary other than the Collateral and (iii) not guaranteed by any Subsidiaries other than the Guarantors, (b) with respect to which the security agreements and guarantees relating to such Indebtedness have terms not more favorable to the respective creditors than the terms of the Collateral Documents and the Guaranty have to the Secured Parties (with such differences as are reasonably satisfactory to the Administrative Agent) and (c) a Senior Representative acting on behalf of the holders of such Indebtedness shall have become party to or otherwise be subject to the provisions of a Junior Lien Intercreditor Agreement; provided that if such Indebtedness is the initial Permitted Junior Secured Term Refinancing Debt incurred by the Borrower, then Holdings, the Borrower, the Subsidiary Guarantors, the Collateral Agent and the Senior Representative for such Indebtedness shall have executed and delivered a Junior Lien Intercreditor Agreement.

“Permitted Junior Secured Term Refinancing Debt” means any secured Indebtedness incurred by the Borrower in the form of one or more series of second-lien secured notes or second-lien secured loans; provided that (i) such Indebtedness constitutes Permitted Junior Priority Debt, (ii) such Indebtedness constitutes Credit Agreement Term Refinancing Indebtedness, and (iii) such Indebtedness does not mature or have scheduled amortization or scheduled payments of principal and is not subject to mandatory redemption, repurchase, prepayment or sinking fund obligation (other than customary offers to repurchase upon a change of control, asset sale or casualty event and customary acceleration rights after an event of default) prior to the date that is 91 days after the Latest Maturity Date at the time such Indebtedness is incurred. Permitted Junior Secured Term Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor so long as they are subject to an intercreditor agreement as provided for in the definition of Permitted Junior Priority Debt.

“Permitted Pari Passu Secured Term Refinancing Debt” means any secured Indebtedness incurred by the Borrower in the form of one or more series of senior secured notes or loans; provided that (i) such Indebtedness constitutes Permitted First Lien Debt, (ii) such Indebtedness constitutes Credit Agreement Term Refinancing Indebtedness, (iii) such Indebtedness does not mature or have scheduled amortization or scheduled payments of principal and is not subject to mandatory redemption, repurchase, prepayment or sinking fund obligation (other than customary offers to repurchase upon a change of control, asset sale or casualty event and customary acceleration rights after an event of default and, in the case of Indebtedness incurred as loans, such payments or obligations substantially similar to those contained in the Loan Documents) prior to the Latest Maturity Date at the time such Indebtedness is incurred, and (iv) the Borrower is the sole obligor and such Indebtedness is guaranteed only by the Subsidiary Guarantors and Holdings. Permitted Pari Passu Secured Term Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor so long as they are subject to an intercreditor agreement as provided for in the definition of Permitted First Lien Debt.

“Permitted Ratio Debt” means unsecured Indebtedness of the Borrower or any Restricted Subsidiary; provided that (a) such Indebtedness is either (x) pari passu or (y) subordinated in right of payment to the Obligations, (b) such Indebtedness does not mature prior to the date that is ninety-one (91) days after the Latest Maturity Date at the time such Indebtedness is incurred, (c) such Indebtedness has no scheduled amortization or scheduled payments of principal and is not subject to mandatory redemption, repurchase, prepayment or sinking fund obligation (other than customary offers to repurchase upon a change of control, asset sale or casualty event and customary acceleration rights after an event of default) prior to the date that is ninety-one (91) days after the Latest Maturity Date at the time such Indebtedness is incurred, (d) immediately after giving effect thereto and to the use of the proceeds thereof, (i) no Event of Default shall exist or result therefrom and (ii) the Total Leverage Ratio after giving Pro Forma Effect to the incurrence of such Indebtedness is less than or equal to 3.00:1.00 and (e) such Indebtedness is issued on market terms for the type of Indebtedness issued or with covenants that are not more restrictive (taken as a whole) with respect to the Borrower and the Restricted Subsidiaries than the covenants in this Agreement as reasonably determined by the Borrower in good faith (except for covenants or other terms applicable only to periods after the Latest Maturity Date at the time of incurrence of such Indebtedness).

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“Permitted Refinancing” means, with respect to any Person, any modification, refinancing, refunding, replacement, renewal or extension of any Indebtedness of such Person; provided that (a) the principal amount (or accreted value, if applicable) thereof (less any OID, if applicable) does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so modified, refinanced, refunded, replaced, renewed or extended except by an amount equal to unpaid accrued interest, fees, premium (including call and tender premiums) thereon, defeasance costs, and fees and expenses incurred (including OID, upfront fees and similar items), in connection with such modification, refinancing, refunding, replacement, renewal or extension and by an amount equal to any existing commitments unutilized thereunder, (b) other than with respect to a Permitted Refinancing in respect of Indebtedness permitted pursuant to Section 7.03(b) and Section 7.03(e), such modification, refinancing, refunding, replacement, renewal or extension has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being modified, refinanced, refunded, replaced, renewed or extended, (c) if such Indebtedness being modified, refinanced, refunded, replaced, renewed, or extended is Junior Financing, (i) to the extent such Indebtedness being modified, refinanced, refunded, replaced, renewed, or extended is subordinated in right of payment to the Obligations, such modification, refinancing, refunding, replacement, renewal, or extension is subordinated in right of payment to the Obligations on terms, taken as a whole, at least as favorable to the Lenders, in all material respects, as those contained in the documentation governing the Indebtedness being modified, refinanced, refunded, replaced, renewed or extended, (ii) to the extent such Indebtedness being modified, refinanced, refunded, replaced, renewed, or extended is secured by Liens, (x) such modification, refinancing, refunding, replacement, renewal or extension is either unsecured or is not secured by any Liens that do not also secure the Obligations and/or Liens otherwise permitted under Section 7.01 to the extent the Indebtedness being modified, refinanced, refunded, replaced or extended would have been permitted to be secured by such Lien and (y) to the extent that such Liens are contractually subordinated to the Liens securing the Obligations, such modification, refinancing, refunding, replacement, renewal or extension is secured by Liens that are contractually subordinated to the Liens securing the Obligations on terms, taken as a whole, at least as favorable to the Lenders, in all material respects, as those contained in the documentation (including any intercreditor or similar agreements) governing the Indebtedness being modified, refinanced, replaced, refunded, replaced, renewed or extended, (iii) the covenants and defaults of any such modified, refinanced, refunded, replaced, renewed or extended Indebtedness with an original principal amount outstanding in excess of the Threshold Amount (taken as a whole) are not materially more restrictive with respect to the Borrower and the Restricted Subsidiaries, as reasonably determined by the Borrower in good faith, than the covenants and defaults of the Indebtedness being modified, refinanced, refunded, replaced, renewed or extended or such Indebtedness is issued on then current market terms for the type of Indebtedness issued, and (iv) such modification, refinancing, refunding, replacement, renewal or extension is incurred by the Person who is the obligor of the Indebtedness being modified, refinanced, refunded, replaced, renewed or extended and no additional obligors become liable for such Indebtedness except to the extent such Person guaranteed the Indebtedness being modified, refinanced, refunded, replaced, renewed or extended (or such guarantee would have otherwise been permitted under Section 7.03 and (d) in the case of any Permitted Refinancing in respect of any Permitted Pari Passu Secured Term Refinancing Debt, any Permitted Junior Secured Term Refinancing Debt, any Revolving Credit Refinancing Debt or any Permitted Refinancing in respect thereof, in each case, such Permitted Refinancing is secured only by assets pursuant to one or more security agreements permitted by and subject to, in the case of any Permitted Pari Passu Secured Term Refinancing Debt or any Revolving Credit Refinancing Debt, a First Lien Intercreditor Agreement or, in the case of any Permitted Junior Secured Term Refinancing Debt or any Revolving Credit Refinancing Debt, a Junior Lien Intercreditor Agreement.

“Permitted Unsecured Debt” means all Credit Agreement Refinancing Indebtedness incurred pursuant to Section 7.03(g) which is (and at the time of incurrence is) (a) not secured by any property or assets of the Borrower or any Guarantor and (b) not guaranteed by any Subsidiaries other than the Subsidiary Guarantors.

“Permitted Unsecured Term Refinancing Debt” means any unsecured Indebtedness incurred by the Borrower in the form of one or more series of unsecured notes or loans; provided that (i) such Indebtedness constitutes Permitted Unsecured Debt, (ii) such Indebtedness constitutes Credit Agreement Term Refinancing Indebtedness and (iii) such Indebtedness does not mature or have scheduled amortization prior to the date that is 91 days after the Latest Maturity Date at the time such Indebtedness is incurred (other than customary offers to repurchase upon a change of control, asset sale or casualty event and customary acceleration rights after an event of default). Permitted Unsecured Term Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.

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“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership (including any exempted limited partnership), Governmental Authority or other entity.

“Plan” means any employee benefit plan within the meaning of Section 3(3) of ERISA, maintained for employees of the Borrower or any ERISA Affiliate or any such Plan to which the Borrower or any ERISA Affiliate is required to contribute on behalf of any of its employees.

“Platform” has the meaning specified in Section 6.02.

“Pledged Collateral” has the meaning specified in the Security Agreement.

“Pledged Securities” has the meaning specified in the Security Agreement.

“Prepayment Date” has the meaning assigned to such term in Section 2.05(b)(vi).

“Pro Forma Basis” and “Pro Forma Effect” mean, with respect to compliance with any test or covenant or calculation hereunder, the determination or calculation of such test, covenant or ratio (including in connection with Specified Transactions) in accordance with Section 1.08.

“Pro Rata Share” means, with respect to each Lender at any time, a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of the Commitment of such Lender under the applicable Facility or Facilities at such time and the denominator of which is the amount of the Aggregate Commitments of all Lenders under the applicable Facility or Facilities at such time; provided that if such Commitment has been terminated, then the Pro Rata Share of each Lender shall be determined based on the Pro Rata Share of such Lender immediately prior to such termination and after giving effect to any subsequent assignments made pursuant to the terms hereof.

“Public Lender” has the meaning specified in Section 6.02.

“Qualified Equity Interests” means any Equity Interests that are not Disqualified Equity Interests.

“Qualifying IPO” means the issuance by Holdings or any direct or indirect parent of Holdings of its common Equity Interests in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement filed with the SEC in accordance with the Securities Act (whether alone or in connection with a secondary public offering).

“Qualifying Lender” has the meaning specified in Section 2.05(a)(iv)(D)(3).

“Quarterly Financial Statements” means the unaudited consolidated balance sheets and related statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal quarters ended after December 31, 2014 and at least forty-five (45) days before the Closing Date.

“Redemption” means, the redemption of the units of the Borrower contemplated by that certain Redemption Agreement, dated as of April 6, 2015, by and among the Borrower, Equinox and the other parties party thereto, and the other transactions contemplated hereunder.

“Refinanced Revolving Credit Debt” has the meaning specified in the definition of “Credit Agreement Revolving Credit Refinancing Indebtedness.”

“Refinanced Term Debt” has the meaning assigned to such term in the definition of “Credit Agreement Term Refinancing Indebtedness.”

“Refinancing Amendment” means an amendment to this Agreement in form and substance reasonably satisfactory to the Administrative Agent and the Borrower executed by each of (a) the Borrower and Holdings, (b) each other Loan Party, (c) the Administrative Agent and (d) each Additional Lender and Lender that agrees to provide any Refinancing Commitments or Refinancing Loans (in each case representing Credit Agreement Refinancing Indebtedness) being incurred pursuant thereto, in accordance with Section 2.15 or Section 2.16.

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“Refinancing Commitments” means Refinancing Term Commitments and/or Refinancing Revolving Credit Commitments, as the context may require.

“Refinancing Loans” means Refinancing Term Loans and/or a Refinancing Revolving Credit Loans, as the context may require.

“Refinancing Revolving Credit Commitments” means one or more revolving loan commitments hereunder that fund Refinancing Revolving Credit Loans of the applicable Revolving Credit Loan Refinancing Series hereunder pursuant to a Refinancing Amendment.

“Refinancing Revolving Credit Lenders” means, at any time, any Lender that has a Refinancing Revolving Credit Commitment of a given Revolving Credit Loan Refinancing Series or a Refinancing Revolving Credit Loan of a given Revolving Credit Loan Refinancing Series at such time.

“Refinancing Revolving Credit Loans” means one or more Classes of revolving credit hereunder pursuant to Refinancing Revolving Credit Commitments that result from a Refinancing Amendment.

“Refinancing Term Commitments” means one or more term loans or term loan commitments hereunder that fund Refinancing Term Loans of the applicable Term Loan Refinancing Series hereunder pursuant to a Refinancing Amendment.

“Refinancing Term Lenders” means, at any time, any Lender that has a Refinancing Term Commitment of a given Term Loan Refinancing Series or a Refinancing Term Loan of a given Term Loan Refinancing Series at such time.

“Refinancing Term Loans” means one or more Classes of term loans hereunder pursuant to Refinancing Term Commitments that result from a Refinancing Amendment.

“Register” has the meaning specified in Section 10.07(c).

“Registered Equivalent Notes” means, with respect to any notes originally issued in a Rule 144A or other private placement transaction under the Securities Act, substantially identical notes (having the same Guarantees) issued in a dollar-for-dollar exchange therefor pursuant to an exchange offer registered with the SEC.

“Reportable Event” means, with respect to any Pension Plan, any of the events set forth in Section 4043(c) of ERISA or the regulations issued thereunder, other than events for which the thirty (30) day notice period has been waived.

“Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Term Loans or Revolving Credit Loans, a Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swing Line Loan, a Swing Line Loan Notice.

“Required Facility Lenders” means, with respect to any Facility on any date of determination, Lenders having more than 50% of the sum of (i) the outstanding Loans under such Facility and (ii) the aggregate unused Commitments under such Facility; provided that, to the same extent set forth in Section 10.07(i) with respect to determination of Required Lenders, the Loans of any Affiliated Lender shall in each case be excluded for purposes of making a determination of Required Facility Lenders.

“Required Lenders” means, as of any date of determination, Lenders having more than 50% of the sum of the (a) Total Outstandings (with the aggregate outstanding amount of each Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender for purposes of this definition), (b) aggregate unused Term Commitments and (c) aggregate unused Revolving Credit Commitments;

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provided that the unused Term Commitment and unused Revolving Credit Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender and/or any Affiliated Lender shall be excluded for purposes of making a determination of Required Lenders.

“Required Term Lenders” means, as of any date of determination, Term Loan Lenders having more than 50% of the sum of the aggregate Outstanding Amount of Term Loans.

“Required Revolving Credit Lenders” means, as of any date of determination, Revolving Credit Lenders having more than 50% of the sum of the aggregate outstanding amount of (a) the Revolving Credit Commitments or (b) after the termination of Revolving Credit Commitments, the Revolving Credit Exposure; provided that the Revolving Credit Commitment and Revolving Credit Exposure of any Defaulting Lender shall be excluded for the purposes of making a determination of Required Revolving Credit Lenders.

“Responsible Officer” means (i) the chief executive officer, president, senior vice president, senior vice president (finance), vice president, chief financial officer or treasurer of a Loan Party, (ii) solely for purposes of notices given pursuant to Article II, any other officer or employee of the applicable Loan Party so designated by any of the officers in clause (i) of this sentence in a notice to the Administrative Agent or any other officer or employee of the applicable Loan Party designated in or pursuant to an agreement between the applicable Loan Party and the Administrative Agent and (iii) as to any document delivered on the Closing Date, any secretary or assistant secretary of a Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party. Unless otherwise specified, all references herein to a “Responsible Officer” shall refer to a Responsible Officer of the Borrower.

“Restricted” means, when referring to cash or Cash Equivalents of the Borrower or any of its Restricted Subsidiaries, that such cash or Cash Equivalents (i) appear (or would be required to appear) as “restricted” on a consolidated balance sheet of the Borrower or such Restricted Subsidiary (unless such appearance is related to the Loan Documents (or the Liens created thereunder), or other Indebtedness permitted under Section 7.03 which is permitted to be secured by a Lien on the Collateral) or (ii) are subject to any Lien (other than Liens permitted by Section 7.01(a), Section 7.01(l), and Section 7.01(u)).

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interest of the Borrower or any of the Restricted Subsidiaries, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such Equity Interest, or on account of any return of capital to the Borrower’s or any Restricted Subsidiary’s stockholders, partners or members (or the equivalent Persons thereof).

“Restricted Subsidiary” means any Subsidiary of the Borrower other than an Unrestricted Subsidiary.

“Revolving Commitment Increase” has the meaning specified in Section 2.14(a).

“Revolving Credit Borrowing” means a borrowing consisting of Revolving Credit Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Revolving Credit Lenders pursuant to Section 2.01(b) and includes (a) the making of a Refinancing Revolving Credit Loan of a given Revolving Credit Loan Refinancing Series by a Lender or an Additional Lender to the Borrower pursuant to Section 2.16 and the applicable Refinancing Amendment, and (b) the making of an Extended Revolving Credit Loan of a given Revolving Credit Loan Extension Series by a Lender to the Borrower pursuant to Section 2.18 and the applicable Extension Amendment.

“Revolving Credit Commitment” means, as to each Revolving Credit Lender, its obligation to (a) make Revolving Credit Loans to the Borrower pursuant to Section 2.01(b), (b) purchase participations in L/C Obligations in respect of Letters of Credit and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth, and opposite such Lender’s name on Schedule 2.01 under

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the caption “Revolving Credit Commitment” or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement and includes an Extended Revolving Credit Commitment, a Non-Extended Revolving Credit Commitment, a Refinancing Revolving Credit Commitment and/or any Class of New Revolving Credit Commitment effected pursuant to Section 2.14, as the context may require. As of the Closing Date the aggregate amount of the Revolving Credit Commitments is $25,000,000.

“Revolving Credit Commitment Increase Lender” has the meaning specified in Section 2.14(e).

“Revolving Credit Exposure” means, at any time, as to each Revolving Credit Lender, the sum of the outstanding principal amount of such Revolving Credit Lender’s Revolving Credit Loans at such time and its Pro Rata Share of the L/C Obligations and the Swing Line Obligations at such time.

“Revolving Credit Extension” means any establishment of Extended Revolving Credit Commitments and Extended Revolving Credit Loans pursuant to Section 2.18 and the applicable Extension Amendment.

“Revolving Credit Extension Election” has the meaning specified in Section 2.18(b).

“Revolving Credit Facility” means, at any time, the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Commitments at such time.

“Revolving Credit Lender” means, at any time, any Lender that has a Revolving Credit Commitment and/or Revolving Credit Exposure at such time.

“Revolving Credit Loan” means (i) any revolving credit loan made by the Revolving Credit Lenders pursuant to the Revolving Credit Commitments of the Revolving Credit Lenders on the Closing Date pursuant to Section 2.01(b) and (ii) includes any New Revolving Credit Commitment, Refinancing Revolving Credit Loans and Extended Revolving Credit Loans effected pursuant to Section 2.14, Section 2.16 or Section 2.18, as applicable, and the related Incremental Amendment, Refinancing Amendment or Extension Amendment, as applicable.

“Revolving Credit Loan Extension Series” has the meaning specified in Section 2.18(a).

“Revolving Credit Loan Refinancing Series” means each Class of Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments that is established pursuant to the same Refinancing Amendment (or any subsequent Refinancing Amendment to the extent such Refinancing Amendment expressly provides that the Refinancing Revolving Credit Loans or Refinancing Revolving Credit Commitments provided for therein are intended to be a part of any previously established Revolving Credit Loan Refinancing Series) and that provide for the same All-In Yield and amortization schedule.

“Revolving Credit Note” means a promissory note of the Borrower payable to any Revolving Credit Lender or its registered assigns, in substantially the form of Exhibit D-2, evidencing the aggregate Indebtedness of the Borrower to such Revolving Credit Lender resulting from the Revolving Credit Loans made by such Revolving Credit Lender.

“Revolving Credit Percentage” of any Revolving Credit Lender at any time shall mean a fraction (expressed as a percentage) the numerator of which is the Revolving Credit Commitment for the Revolving Credit Facility (or, after the date of any Refinancing Amendment or Extension Amendment, the applicable Class or Facility) of such Revolving Credit Lender at such time and the denominator of which is the aggregate Revolving Credit Commitments of all Revolving Credit Lenders for the Revolving Credit Facility (or, after the date of any Refinancing Amendment or Extension Amendment, the applicable Class or Facility) at such time; provided that if the Revolving Credit Percentage of any Revolving Credit Lender is to be determined after all Revolving Credit Commitments for the Revolving Credit Facility (or, after the date of any Refinancing Amendment or Extension Amendment, the applicable Class or Facility) have been terminated, then the Revolving Credit Percentage of such Revolving Credit Lender shall be determined immediately prior (and without giving effect) to such termination (but giving effect to assignments made thereafter in accordance with the terms hereof); provided, further, that in the case of Section 2.19 when a Defaulting

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Lender shall exist, “Revolving Credit Percentage” shall mean the percentage of the aggregate Revolving Credit Commitments for the Revolving Credit Facility (or, after the date of any Refinancing Amendment or Extension Amendment, the applicable Class or Facility) (disregarding any Defaulting Lender’s Revolving Credit Commitment) represented by such Lender’s Revolving Credit Commitment.

“Revolving Credit Refinancing Debt” means (a) Indebtedness of the Borrower (which may be guaranteed by one or more Guarantors) constituting (i) secured or unsecured notes or loans (not constituting Obligations) incurred as Credit Agreement Revolving Credit Refinancing Indebtedness (and which meet the requirements of the definition of Credit Agreement Revolving Credit Refinancing Indebtedness), provided that (A) if any such Indebtedness is secured, it shall at the time of incurrence constitute either Permitted First Lien Debt or Permitted Junior Priority Debt and shall meet the requirements of the respective definition thereof, (B) if such Indebtedness is unsecured, it shall at the time of the incurrence thereof constitute Permitted Unsecured Debt and shall meet the requirements of the definition thereof, (C) upon the incurrence of such Indebtedness, all repayments and commitment reductions required by Section 2.05(b)(v) and Section 2.06(d) shall be made and (D) no Event of Default would exist immediately after giving effect to such incurrence, and (ii) any Permitted Refinancing thereof or (b) Indebtedness of the Borrower incurred as Credit Agreement Revolving Credit Refinancing Indebtedness pursuant to a Refinancing Amendment (and which meets the requirements of the definition of Credit Agreement Revolving Credit Refinancing Indebtedness).

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and any successor thereto.

“Same Day Funds” means disbursements and payments in immediately available funds.

“Sanctions Laws and Regulations” means (i) any sanctions or requirements imposed by, or based upon the obligations or authorities set forth in, the Executive Order, the USA PATRIOT Act of 2001 (the “Patriot Act”), the U.S. International Emergency Economic Powers Act (50 U.S.C. §§ 1701 et seq.), the U.S. Trading with the Enemy Act (50 U.S.C. App. §§ 1 et seq.), the U.S. Syria Accountability and Lebanese Sovereignty Act, the U.S. Comprehensive Iran Sanctions, Accountability, and Divestment Act of 2010, the Iran Sanctions Act, Section 1245 of the National Defense Authorization Act of 2012, or the Iran Threat Reduction and Syria Human Rights Act of 2012, all as amended, or any of the foreign assets control regulations (including but not limited to 31 C.F.R., Subtitle B, Chapter V, as amended) or any other law or executive order relating thereto administered by the U.S. Department of the Treasury Office of Foreign Assets Control (“OFAC”), and any similar law, regulation, or Executive Order enacted in the United States after the date of this Agreement, (ii) any sanctions or requirements imposed under similar laws or regulations enacted by the European Union, the United Kingdom or Australia and (iii) any similar Law of any jurisdiction other than the United States, in each case, applicable to the Borrower or the Restricted Subsidiaries.

“Scheduled Investment Consideration” has the meaning specified in clause (a)(vii) of the definition of “Excess Cash Flow.”

“Scheduled Restricted Payment Consideration” has the meaning specified in clause (a)(viii) of the definition of “Excess Cash Flow.”

“SC Inc.” has the meaning specified in the introductory paragraph to this Agreement.

“SC LLC” has the meaning specified in the introductory paragraph to this Agreement.

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“Secured Cash Management Agreement” means any agreement evidencing Cash Management Obligations permitted under Article VII that is entered into by and between any Loan Party and any Cash Management Bank and designated by the Borrower and the Cash Management Bank in writing to the Collateral Agent as a “Secured Cash Management Agreement.”

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“Secured Hedge Agreement” means any Swap Contract that is entered into by and between any Loan Party and any Hedge Bank and designated by the Borrower and the Hedge Bank in writing to the Collateral Agent as a “Secured Hedge Agreement.”

“Secured Parties” means, collectively, the Administrative Agent, the Collateral Agent, the Lenders, the L/C Issuer, each Hedge Bank, each Cash Management Bank, and each co-agent or sub-agent appointed from time to time pursuant to Section 9.05.

“Securities Act” means the Securities Act of 1933.

“Security Agreement” means, collectively, each Security Agreement executed by the Loan Parties, substantially in the form of Exhibit G (or any other form as may be required to comply with local law in any applicable jurisdiction), together with each Security Agreement Supplement executed and delivered pursuant to Section 6.11, as amended, restated amended and restated, supplemented or otherwise modified from the time to time.

“Security Agreement Supplement” means the “Joinder Agreement” as defined in the Security Agreement.

“Senior Representative” means, with respect to any series of Permitted Pari Passu Secured Term Refinancing Debt, Permitted Junior Secured Term Refinancing Debt or Revolving Credit Refinancing Debt, the trustee, administrative agent, collateral agent, security agent or similar agent under the indenture or agreement pursuant to which such Indebtedness is issued, incurred or otherwise obtained, as the case may be, and each of their successors in such capacities.

“Solicited Discount Proration” has the meaning specified in Section 2.05(a)(iv)(D)(3).

“Solicited Discounted Prepayment Amount” has the meaning specified in Section 2.05(a)(iv)(D)(1).

“Solicited Discounted Prepayment Notice” means a written notice of the Borrower of Solicited Discounted Prepayment Offers made pursuant to Section 2.05(a)(iv)(D) substantially in the form of Exhibit N.

“Solicited Discounted Prepayment Offer” means the irrevocable written offer by each Lender, substantially in the form of Exhibit O, submitted following the Auction Agent’s receipt of a Solicited Discounted Prepayment Notice.

“Solicited Discounted Prepayment Response Date” has the meaning specified in Section 2.05(a)(iv)(D)(1).

“Solvent” and “Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the fair value of the assets of such Person exceeds its debts and liabilities, subordinated, contingent or otherwise, (b) the present fair saleable value of the property of such Person is greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured, (c) such Person is able to pay its debts and liabilities, subordinated, contingent or otherwise, as such liabilities become absolute and matured and (d) such Person is not engaged in, and is not about to engage in, business for which it has unreasonably small capital. The amount of any contingent liability at any time shall be computed as the amount that would reasonably be expected to become an actual and matured liability.

“SPC” has the meaning specified in Section 10.07(g).

“Specified Default” means any Event of Default under Section 8.01(a) or (f).

“Specified Discount” has the meaning specified in Section 2.05(a)(iv)(B)(1).

“Specified Discount Prepayment Amount” has the meaning specified in Section 2.05(a)(iv)(B)(1).

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“Specified Discount Prepayment Notice” means a written notice of the Borrower Offer of Specified Discount Prepayment made pursuant to Section 2.05(a)(iv)(B) substantially in the form of Exhibit P.

“Specified Discount Prepayment Response” means the irrevocable written response by each Lender, substantially in the form of Exhibit Q, to a Specified Discount Prepayment Notice.

“Specified Discount Prepayment Response Date” has the meaning specified in Section 2.05(a)(iv)(B)(1).

“Specified Discount Proration” has the meaning specified in Section 2.05(a)(iv)(B)(3).

“Specified Equity Contribution” means any cash contribution to the common equity or capital of Holdings and/or any purchase of, or investment in, any Qualified Equity Interest of Holdings.

“Specified Loan Party” means any Loan Party that is not an “eligible contract participant” under the Commodity Exchange Act (determined prior to giving effect to Section 4.17 of the Guaranty).

“Specified Transaction” means any Investment that results in a Person becoming a Restricted Subsidiary, any designation of a Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary, any Permitted Acquisition, any Disposition that results in a Restricted Subsidiary ceasing to be a Subsidiary of the Borrower, any Investment constituting an acquisition of assets constituting a business unit, line of business or division of another Person or any Disposition of a business unit, line of business or division of the Borrower or a Restricted Subsidiary, in each case whether by merger, consolidation, amalgamation or otherwise, or any incurrence or repayment of Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), Restricted Payment, New Term Commitment, New Revolving Credit Commitments or other event that by the terms of this Agreement requires a financial ratio or test to be calculated on a “Pro Forma Basis” or after giving “Pro Forma Effect.”

“Submitted Amount” has the meaning specified in Section 2.05(a)(iv)(C)(1).

“Submitted Discount” has the meaning specified in Section 2.05(a)(iv)(C)(1).

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity (excluding, for the avoidance of doubt, charitable foundations) of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower.

“Subsidiary Guarantor” means any Guarantor other than Holdings.

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

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“Swap Obligations” means with respect to any Guarantor any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

“Swing Line Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.04.

“Swing Line Facility” means the revolving credit facility made available by the Swing Line Lender pursuant to Section 2.04.

“Swing Line Lender” means Bank of America in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder.

“Swing Line Loan” has the meaning specified in Section 2.04(a).

“Swing Line Loan Exposure” shall mean, at any time, the aggregate principal amount of all Swing Line Loans outstanding at such time. The Swing Line Loan Exposure of any Revolving Credit Lender at any time shall be its Revolving Credit Percentage of the aggregate Swing Line Loan Exposure at such time.

“Swing Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to Section 2.04(b), which shall be substantially in the form of Exhibit B or such other form as approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower.

“Swing Line Note” means the promissory note of the Borrower payable to the Swing Line Lender or its registered assigns, in substantially the form of Exhibit D-3, evidencing the aggregate Indebtedness of the Borrower to the Swing Line Lender resulting from Swing Line Loans made by the Swing Line Lender.

“Swing Line Obligations” means, as at any date of determination, the aggregate principal amount of all Swing Line Loans outstanding.

“Swing Line Sublimit” means an amount equal to the lesser of (a) $5,000,000 and (b) the aggregate amount of the Revolving Credit Commitments. The Swing Line Sublimit is part of, and not in addition to, the Revolving Credit Commitments.

“Taxes” means any present or future tax, levy, impost, duty, assessment, charge, fee, deduction or withholding (including backup withholding) of any nature and whatever called, imposed by any Governmental Authority, including any interest, additions to tax and penalties applicable thereto.

“Term Borrowing” means (a) a borrowing consisting of simultaneous Term Loans of the same Type and currency and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Term Lenders pursuant to Section 2.01, (b) the making of a Term Loan pursuant to a New Term Commitment by a Lender to the Borrower pursuant to Section 2.14 and the applicable Incremental Amendment, (c) the making of a Refinancing Term Loan of a given Term Loan Refinancing Series by a Lender or an Additional Lender to the Borrower pursuant to Section 2.15 and the applicable Refinancing Amendment, and (d) the making of an Extended Term Loan of a given Term Loan Extension Series by a Lender to the Borrower pursuant to Section 2.17 and the applicable Corrective Term Loan Extension Amendment.

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“Term Commitment” means, as to each Term Lender, its obligation to make a Term Loan to the Borrower hereunder, expressed as an amount representing the maximum principal amount of the Term Loan to be made by such Lender under this Agreement, as such commitment may be (a) reduced from time to time pursuant to Section 2.06 and (b) reduced or increased from time to time pursuant to (i) assignments by or to such Lender pursuant to an Assignment and Assumption, (ii) an Incremental Amendment, (iii) a Refinancing Amendment or (iv) an Extension Amendment. The amount of each Lender’s Initial Term Commitment is set forth on Schedule 2.01 under the caption “Initial Term Commitment”; and the amount of each Lender’s other Term Commitments shall be as set forth in the Assignment and Assumption, Incremental Amendment or Refinancing Amendment pursuant to which such Lender shall have assumed its Term Commitment, as the case may be, as such amounts may be adjusted from time to time in accordance with this Agreement.

“Term Lender” means, at any time, any Lender that has a Term Commitment or a Term Loan at such time.

“Term Loan” means (i) the Initial Term Loans and (ii) any Term Loans pursuant to New Term Commitments, Refinancing Term Loan and Extended Term Loan effected pursuant to Section 2.14, Section 2.15 or Section 2.17, as applicable, and the related Incremental Amendment, Refinancing Amendment or Extension Amendment.

“Term Loan Extension” means any establishment of Extended Term Commitments and Extended Term Loans pursuant to Section 2.17 and the applicable Extension Amendment.

“Term Loan Extension Election” has the meaning specified in Section 2.17(b).

“Term Loan Extension Series” has the meaning specified in Section 2.17(a).

“Term Loan Increase” has the meaning specified in Section 2.14(a).

“Term Loan Refinancing Debt” means (a) Permitted Pari Passu Secured Term Refinancing Debt, (b) Permitted Junior Secured Term Refinancing Debt and (c) Permitted Unsecured Term Refinancing Debt and, in each case, any Permitted Refinancing thereof.

“Term Loan Refinancing Series” shall mean each Class of Refinancing Term Loans or Refinancing Term Commitments that is established pursuant to the same Refinancing Amendment (or any subsequent Refinancing Amendment to the extent such Refinancing Amendment expressly provides that the Refinancing Term Loans or Refinancing Term Commitments provided for therein are intended to be a part of any previously established Term Loan Refinancing Series) and that provide for the same All-In Yield and amortization schedule.

“Term Note” means a promissory note of the Borrower payable to any Term Lender or its registered assigns, in substantially the form of Exhibit D-1, evidencing the aggregate Indebtedness of the Borrower to such Term Lender resulting from the Term Loans made by such Term Lender.

“Test Period” at any time means the most recent period of four consecutive fiscal quarters of the Borrower ended on or prior to such time (taken as one accounting period) in respect of which financial statements for each fiscal quarter or the fiscal year in such period have been or are required to be delivered pursuant to Section 6.01(a) or (b), as applicable. A Test Period may be designated by reference to the last day thereof (i.e., the “December 31, 2015 Test Period” refers to the period of four consecutive fiscal quarters of the Borrower ended December 31, 2015), and a Test Period shall be deemed to end on the last day thereof.

“Threshold Amount” means $5,000,000.

“TL Repayment Percentage” of any Class of Term Loans at any time shall be a fraction (expressed as a percentage) (x) the numerator of which is the aggregate principal amount of outstanding Term Loans of such Class at such time and (y) the denominator of which is the sum of the aggregate principal amount of all outstanding Term Loans (of all Classes) at such time.

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“Total Assets” means the total assets of the Borrower and the Restricted Subsidiaries on a consolidated basis in accordance with GAAP, as shown on the most recent balance sheet of the Borrower delivered pursuant to Section 6.01(a) or (b).

“Total Leverage Ratio” means, with respect to any Test Period, the ratio of (a) Consolidated Total Debt as of the last day of such Test Period to (b) Consolidated EBITDA of the Borrower for such Test Period.

“Total Outstandings” means the aggregate Outstanding Amount of all Loans and all L/C Obligations.

“Transaction” means, collectively, (a) the funding of the Initial Term Loans and the Revolving Credit Loans on the Closing Date, (b) the Redemption and (c) the payment of the fees and expenses incurred in connection with any of the foregoing.

“Transaction Expenses” means any fees or expenses incurred or paid by Holdings or any of its Subsidiaries, or any direct or indirect parent of Holdings in connection with the Transaction, including the entering into of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby and thereby.

“Type” means, with respect to a Loan, its character as a Base Rate Loan or a Eurodollar Rate Loan.

“Unfunded Pension Liability” shall mean, with respect to any Plan, as of the most recent valuation date for such Plan, the excess of (1) the Plan’s actuarial present value (determined on the basis of reasonable assumptions employed by the independent actuary for such Plan for purposes of Section 412 of the Code or Section 302 of ERISA) of its benefit liabilities (as defined in Section 4001(a)(16) of ERISA) over (2) the fair market value of the assets of such Plan.

“Uniform Commercial Code” means the Uniform Commercial Code or any successor provision thereof as the same may from time to time be in effect in the State of New York or the Uniform Commercial Code or any successor provision thereof (or similar code or statute) of another jurisdiction, to the extent it may be required to apply to any item or items of Collateral.

“United States” and “U.S.” mean the United States of America.

“United States Tax Compliance Certificate” has the meaning specified in Section 3.01(d)(2)(C).

“Unreimbursed Amount” has the meaning specified in Section 2.03(c)(i).

“Unrestricted Subsidiary” means (i) any Subsidiary of Holdings designated by the board of directors of the Borrower as an Unrestricted Subsidiary pursuant to Section 6.14 subsequent to the Closing Date, and (ii) any Subsidiary of an Unrestricted Subsidiary, in each case, until such Person ceases to be an Unrestricted Subsidiary of the Borrower in accordance with Section 6.14 or ceases to be a Subsidiary of the Borrower.

“U.S. Lender” means any Lender that is a “United States person” as defined in Section 7701(a)(30) of the Code.

“USA PATRIOT Act” means The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Public Law No. 107-56 (signed into law October 26, 2001)), as amended or modified from time to time.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing: (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required scheduled payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment by (b) the then outstanding principal amount of such Indebtedness; provided that for purposes of determining the Weighted Average Life to Maturity of any Refinanced Term Debt or any

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Indebtedness that is being modified, refinanced, refunded, renewed, replaced or extended (the “Applicable Indebtedness”), the effects of any prepayments made on such Applicable Indebtedness prior to the date of the applicable modification, refinancing, refunding, renewal, replacement or extension shall be disregarded.

“wholly owned” means, with respect to a Subsidiary of a Person, a Subsidiary of such Person all of the outstanding Equity Interests of which (other than (x) director’s qualifying shares and (y) nominal shares issued to foreign nationals to the extent required by applicable Law) are owned by such Person and/or by one or more wholly owned Subsidiaries of such Person.

“Withdrawal Liability” means the liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such term is defined in Part I of Subtitle E of Title IV of ERISA.

Section 1.02 Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.

(b) (i) The words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof.

(ii) References in this Agreement and any other Loan Document to the introductory paragraph, preliminary statement, an Exhibit, Schedule, Article, Section, clause or sub-clause refer (A) to the appropriate introductory paragraph, preliminary statements, Exhibit or Schedule to, or Article, Section, clause or sub-clause in, this Agreement or (B) to the extent such references are not present in this Agreement, to the Loan Document in which such reference appears.

(iii) The terms “include,” “includes” and “including” are by way of example and not limitation.

(iv) The term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form.

(c) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

(d) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

Section 1.03 Accounting Terms. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, except as otherwise specifically prescribed herein.

Section 1.04 Rounding. Any financial ratios required to be maintained by the Borrower pursuant to this Agreement, or required to be satisfied in order for a specific action to be permitted under this Agreement, shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

Section 1.05 References to Agreements, Laws, Etc. Unless otherwise expressly provided herein, (a) references to Organization Documents, documents (including the Loan Documents) and other contractual instruments

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shall be deemed to include all subsequent amendments, restatements, amendments and restatements, extensions, supplements, replacements, refinancings and other modifications thereto, but only to the extent that such amendments, restatements, amendments and restatements, extensions, supplements, replacements, refinancings, and other modifications are not restricted by any Loan Document; (b) references to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law and (c) references to any Person shall include such Person’s successors and permitted assigns.

Section 1.06 Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

Section 1.07 Available Amount Transactions. If more than one action occurs on any given date the permissibility or the taking of which is determined hereunder by reference to the amount of the Available Amount immediately prior to the taking of such action, the permissibility of the taking of each such action shall be determined independently and in no event may any two or more such actions be treated as occurring simultaneously, i.e. each transaction must be permitted under the Available Amount as so calculated.

Section 1.08 Pro Forma Calculations.

(a) Notwithstanding anything to the contrary herein, the Total Leverage Ratio shall be calculated in the manner prescribed by this Section 1.08; provided that notwithstanding anything to the contrary in clause (b), (c) or (d) of this Section 1.08, when calculating the Total Leverage Ratio for purposes of (i) Section 2.05(b)(i) or (ii) determining actual compliance (and not pro forma compliance, compliance on a Pro Forma Basis or determining compliance giving Pro Forma Effect to a transaction) with Section 7.10, the events described in this Section 1.08 that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect.

(b) For purposes of calculating the Total Leverage Ratio and Total Assets, Specified Transactions (and the incurrence or repayment of any Indebtedness in connection therewith) that have been made (i) during the applicable Test Period or (ii) subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in Consolidated EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the Test Period. If since the beginning of any applicable Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.08, then the Total Leverage Ratio shall be calculated to give pro forma effect thereto in accordance with this Section 1.08.

(c) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by a Responsible Officer and may include, for the avoidance of doubt, the amount of cost savings and synergies projected by the Borrower in good faith to be realized as a result of specified actions taken, committed to be taken or expected to be taken (calculated on a pro forma basis as though such cost savings and synergies had been realized on the first day of such period and as if such cost savings and synergies were realized during the entirety of such period) relating to such Specified Transaction, net of the amount of actual benefits realized during such period from such actions; provided that (A) such amounts are reasonably identifiable, quantifiable and factually supportable in the reasonable and good faith judgment of the Borrower, (B) such actions are taken, committed to be taken or expected to be taken no later than twelve (12) months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this clause (c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA, whether through a pro forma adjustment or otherwise, with respect to such Test Period and (D) the aggregate amount of cost savings and synergies added pursuant to this clause (c) shall not exceed (i) 10% of Consolidated EBITDA for such Test Period (giving pro forma effect to the relevant Specified Transaction (but not to any cost savings or synergies)) and (ii) when aggregated with the aggregate amount for all cash items added pursuant to clauses (a)(v), (vi) and (ix) of the definition of “Consolidated EBITDA,” 15% of Consolidated EBITDA for such Test Period (giving pro forma effect to the relevant Specified Transaction (but not to any cost savings or synergies)).

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(d) In the event that the Borrower or any Restricted Subsidiary incurs (including by assumption or guarantees) or repays (including by repurchase, redemption, repayment, retirement or extinguishment) any Indebtedness included in the calculations of the Total Leverage Ratio, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), (i) during the applicable Test Period or (ii) subsequent to the end of the applicable Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Total Leverage Ratio shall be calculated giving pro forma effect to such incurrence or repayment of Indebtedness, to the extent required, as if the same had occurred on the last day of the applicable Test Period. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date such calculation is being made had been the applicable rate for the entire period (taking into account any Swap Contract applicable to such Indebtedness). Interest on a Capitalized Lease shall be deemed to accrue at an interest rate reasonably determined by a Responsible Officer of the Borrower to be the rate of interest implicit in such Capitalized Lease in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a Eurodollar interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Borrower may designate.

(e) On and after the date pro forma effect is to be given to a Permitted Acquisition and on which Borrower or any Restricted Subsidiary is incurring Indebtedness, which Permitted Acquisition has yet to be consummated but for which a definitive agreement governing such Permitted Acquisition has been executed and remains in effect, such pro forma effect shall be deemed to continue at all times thereafter for purposes of determining ratio-based conditions and baskets until such Permitted Acquisition is consummated or such definitive agreement is terminated.

Section 1.09 Certifications. All certificates and other statements required to be made by any director, officer, employee or member of management of a Loan Party pursuant to any Loan Document are and will be made on the behalf of such Loan Party and not in such officer’s, director’s, employee’s or member of management’s individual capacity.

Section 1.10 Payment or Performance. When the payment of any obligation or the performance of any action, covenant, duty or obligation under any Loan Document is stated to be due or performance required on a day which is not a Business Day (other than as described in the definitions of “Interest Period,” “Letter of Credit Expiration Date” and “Maturity Date”), the date of such payment or performance shall extend to the immediately succeeding Business Day and such extension of time shall be reflected in computing interest or fees, as the case may be.

Section 1.11 Classification. For purposes of determining compliance at any time with Section 7.01, Section 7.02, Section 7.03, Section 7.05, Section 7.06, Section 7.08 and Section 7.12, in the event that any Lien, Investment, Indebtedness, Disposition, Restricted Payment, affiliate transaction, contractual restriction or prepayment of Indebtedness meets the criteria of more than one of the categories of transactions or items permitted pursuant to any clause of such Section 7.01, Section 7.02, Section 7.03, Section 7.05, Section 7.06, Section 7.08 and Section 7.12, the Borrower, in its sole discretion, may classify or reclassify such transaction or item (or portion thereof) and will only be required to include the amount and type of such transaction (or portion thereof) in any one category.

ARTICLE II

THE COMMITMENTS AND BORROWINGS

Section 2.01 The Loans.

(a) The Term Borrowings. Subject to the terms and conditions set forth herein, each Term Lender with an Initial Term Commitment severally agrees to make to the Borrower a single loan equal to such Lender’s Initial Term Commitment on the Closing Date (each such term loan, an “Initial Term Loan” and, collectively, the “Initial Term Loans”). Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed. Initial Term Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.

(b) The Revolving Credit Borrowings. Subject to the terms and conditions set forth herein, each Revolving Credit Lender severally agrees to make loans to the Borrower (each such loan, a “Revolving Credit Loan”) from time to time, on any Business Day until the Maturity Date with respect to the Revolving Credit Facility in an aggregate amount not to exceed at any time outstanding the amount of such Revolving Credit Lender’s Revolving Credit Commitment as then in effect; provided that after giving effect to any Revolving Credit Borrowing, the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Revolving Credit Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Revolving Credit Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment as then in effect. Revolving Credit Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein. All Revolving Credit Loans will be made by Revolving Credit Lenders (including both Extending Revolving Credit Lenders and Non-Extending Revolving Credit Lenders) in accordance with their Pro Rata Shares (acting as a single Class) until the Maturity Date with respect to the Non-Extended Revolving Credit Commitments; thereafter, all Revolving Credit Loans will be made by the Extending Revolving Credit Lenders in accordance with their Pro Rata Shares.

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Section 2.02 Borrowings, Conversions and Continuations of Loans.

(a) Each Term Borrowing, each Revolving Credit Borrowing, each conversion of Loans of a given Class from one Type to the other, and each continuation of a Eurodollar Rate Loan shall be made upon the Borrower’s irrevocable notice the Administrative Agent which may be given by (i) telephone, or (ii) a Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Loan Notice. Each such notice must be received by the Administrative Agent not later than 11:00 a.m., (i) three (3) Business Days prior to the requested date of any Borrowing of or conversion to or continuation of Eurodollar Rate Loans denominated in Dollars or any conversion of Base Rate Loans to Eurodollar Rate Loans and (ii) on the requested date of any Borrowing of Base Rate Loans; provided, however, that if the Borrower wishes to request Eurodollar Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m., four Business Days prior to the requested date of such Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Appropriate Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m. three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof in the case of Term Loans or Revolving Credit Loans. Except as provided in Section 2.03(c) and Section 2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof. Each Loan Notice shall specify (i) the Class of the Borrowing requested and whether the Borrower is requesting the making of new Loans of the respective Class, a conversion of Term Loans or Revolving Credit Loans (of a given Class) from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Term Loans or Revolving Credit Loans are to be converted and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice or fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month.

(b) Following receipt of a Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Pro Rata Share of the applicable Class of Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation of Loans described in Section 2.02(a). In the case of each Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02, the Administrative Agent, shall make

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all funds so received available to the Borrower in like funds as received by the Administrative Agent, either by (i) crediting the account of the Borrower on the books of the Administrative Agent, with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent, by the Borrower; provided that if, on the date the Loan Notice with respect to such Borrowing is given by the Borrower, there are Swing Line Loans or L/C Borrowings outstanding, then the proceeds of such Borrowing shall be applied, first, to the payment in full of any such L/C Borrowings, second, to the payment in full of any such Swing Line Loans, and third, to the Borrower as provided above.

(c) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan unless the Borrower pays the amount due, if any, under Section 3.05 in connection therewith. Upon the occurrence and during the continuation of an Event of Default, the Administrative Agent or the Required Lenders may require that no Loans may be converted to or continued as Eurodollar Rate Loans.

(d) The Administrative Agent shall promptly notify the Borrower and the Term Lenders and Revolving Credit Lenders, as applicable, of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate. The determination of the Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time when Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Term Lenders and Revolving Credit Lenders, as applicable, of any change in the prime rate used in determining the Base Rate promptly following the public announcement of such change.

(e) After giving effect to all Term Borrowings, all Revolving Credit Borrowings, all conversions of Term Loans or Revolving Credit Loans of a given Class from one Type to the other, and all continuations of Term Loans or Revolving Credit Loans of a given Class as the same Type, there shall not be more than ten (10) Interest Periods in total in effect unless otherwise agreed between the Borrower and the Administrative Agent; provided that after the establishment of any new Class of Loans pursuant to an Incremental Amendment, a Refinancing Amendment or Extension Amendment, the number of Interest Periods otherwise permitted by this Section 2.02(e) shall increase by three (3) Interest Periods for each applicable Class so established.

(f) The failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing.

(g) Unless the Administrative Agent, shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent, such Lender’s Pro Rata Share of such Borrowing, the Administrative Agent, may assume that such Lender has made such Pro Rata Share available to the Administrative Agent, on the date of such Borrowing in accordance with clause (b) above, and the Administrative Agent, may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Administrative Agent, shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Borrower severally agrees to repay to the Administrative Agent, forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation plus any administrative, processing, or similar fees customarily charged by the Administrative Agent, in accordance with the foregoing. A certificate of the Administrative Agent, submitted to any Lender with respect to any amounts owing under this Section 2.02(g) shall be conclusive in the absence of manifest error. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent, shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

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Section 2.03 Letters of Credit.

(a) The Letter of Credit Commitment.

(i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders set forth in this Section 2.03, (x) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Borrower (provided that any Letter of Credit may be for the benefit of any Subsidiary of the Borrower) and to amend, renew or extend Letters of Credit previously issued by it, in accordance with Section 2.03(b), and (y) to honor drawings under the Letters of Credit and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued pursuant to this Section 2.03; provided that the L/C Issuer shall not be obligated to make any L/C Credit Extensions with respect to any Letter of Credit, and no Lender shall be obligated to participate in any Letter of Credit if as of the date of the applicable L/C Credit Extension, (w) if the Revolving Credit Exposure of any Lender would exceed such Lender’s Revolving Credit Commitments, (x) the Outstanding Amount of all L/C Obligations would exceed the Letter of Credit Sublimit or (y) the Letter of Credit giving rise to such L/C Credit Extension has a stated expiry date after the Maturity Date with respect to Non-Extended Revolving Credit Commitments and the aggregate stated amount of all Letters of Credit having stated expiry dates after such Maturity Date, when added to the aggregate Revolving Credit Exposure of all Extended Revolving Credit Lenders (exclusive of L/C Obligations) as of such date, would exceed the aggregate amount of the Extended Revolving Credit Commitments then in effect. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Letters of Credit shall be issued on “sight-basis” only which means that any Letter of Credit shall be honored for payment by the L/C Issuer at the time the Letter of Credit is presented for payment and not at a later date or time. Each Appropriate Lender’s risk participation in each outstanding Letter of Credit shall be automatically adjusted on each Maturity Date for any of the Revolving Credit Facilities as, and to the extent, provided in Section 2.06(d).

(ii) The L/C Issuer shall be under no obligation to issue any Letter of Credit if:

(1) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date (for which the L/C Issuer in good faith deems material to it and for which the L/C Issuer is not otherwise compensated hereunder);

(2) subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit would occur (i) in the case of standby Letters of Credit, more than twelve months after the date of issuance or last renewal thereof and (ii) in the case of a commercial Letter of Credit, more than 180 days after the date of issuance or last renewal thereof, unless, in each case, the L/C Issuer has approved such expiry date;

(3) the expiry date of such requested Letter of Credit would occur after the applicable Letter of Credit Expiration Date (but not beyond the Latest Maturity Date with respect to any Revolving Credit Commitments), unless the L/C Issuer has approved such expiry date;

(4) the issuance of such Letter of Credit would violate one or more Laws binding upon the L/C Issuer or one or more policies of the L/C Issuer applicable to letters of credit generally;

(5) such Letter of Credit is in an initial amount less than $100,000, in the case of a commercial Letter of Credit, or $100,000, in the case of a standby Letter of Credit;

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(6) any Revolving Credit Lender is a Defaulting Lender at such time, unless the L/C Issuer has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the L/C Issuer’s risk with respect to the participation in Letters of Credit by such Defaulting Lender, including by Cash Collateralizing such Defaulting Lender’s Pro Rata Share of the L/C Obligations;

(7) the expiry date of such requested Letter of Credit would occur after the Latest Maturity Date with respect to the Revolving Credit Facility, unless all the Revolving Credit Lenders have approved such expiry date or unless the Revolving Credit Lenders cease to hold a participation in, and to be obligated in any manner to reimburse or otherwise indemnify the L/C Issuer for any amounts drawn under, such Letter of Credit and the L/C Issuer has approved such expiry date;

(8) the expiry date of such requested Letter of Credit would occur (i) after the Maturity Date with respect to the Non-Extended Revolving Credit Commitments of a given Class, unless all the Revolving Credit Lenders of such Class have approved such expiry date or unless the Non-Extending Revolving Credit Lenders of a given Class cease to hold a participation in, and to be obligated in any manner to reimburse or otherwise indemnify the L/C Issuer for any amounts drawn under, such Letter of Credit after the Maturity Date with respect to the applicable Non-Extended Revolving Credit Commitments, except in the circumstances contemplated by Section 2.06(d) or (ii) after the Maturity Date with respect to the Extended Revolving Credit Commitments, unless all the Revolving Credit Lenders have approved such expiry date or unless the Revolving Credit Lenders cease to hold a participation in, and to be obligated in any manner to reimburse or otherwise indemnify the L/C Issuer for any amounts drawn under, such Letter of Credit and the L/C Issuer has approved such expiry date; or

(9) such Letter of Credit is to be denominated in a currency other than Dollars.

(iii) The L/C Issuer shall be under no obligation to amend or extend any Letter of Credit if (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

(iv) The L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

(b) Procedures for Issuance and Amendment of Letters of Credit; Auto-Renewal Letters of Credit.

(i) Each Letter of Credit shall be issued, extended or amended, as the case may be, upon the request of the Borrower delivered to the L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower. Such Letter of Credit Application must be received by the L/C Issuer and the Administrative Agent not later than 12:30 p.m. at least two (2) Business Days prior to the proposed issuance date or date of amendment or extension, as the case may be; or, in each case, such later date and time as the L/C Issuer may agree in a particular instance in its sole discretion. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the L/C Issuer: (a) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (b) the amount thereof; (c) the expiry date thereof; (d) the name and address of the beneficiary thereof; (e) the documents to be presented by such beneficiary in case of any drawing thereunder; (f) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (g) such other matters as the L/C Issuer may reasonably request. In the case of a request for an amendment or extension of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the L/C Issuer (1) the Letter of Credit to be amended or extended; (2) the proposed date of amendment or extension thereof (which shall be a Business Day); (3) the nature of the proposed amendment or the length of extension; and (4) such other matters as the L/C Issuer may reasonably request. Additionally, the Borrower shall furnish to the L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the L/C Issuer or the Administrative Agent may reasonably require.

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(ii) Promptly after receipt of any Letter of Credit Application, the L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, the L/C Issuer will provide the Administrative Agent with a copy thereof. Upon receipt by the L/C Issuer of written confirmation from the Administrative Agent or any Loan Party at least one Business Day prior to the requested issuance, amendment or extension is permitted in accordance with the terms hereof, then, subject to the terms and conditions hereof, the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment or extension, as the case may be, in each case in accordance with the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Revolving Credit Lender’s Pro Rata Share multiplied by the amount of such Letter of Credit.

(iii) If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer shall issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal Letter of Credit”); provided that any such Auto-Renewal Letter of Credit must permit the L/C Issuer to prevent any such renewal at least once in each twelve month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Nonrenewal Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the L/C Issuer, the Borrower shall not be required to make a specific request to the L/C Issuer for any such renewal. Once an Auto-Renewal Letter of Credit has been issued, the applicable Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to permit the renewal of such Letter of Credit at any time to an expiry date not later than the applicable Letter of Credit Expiration Date; provided that the L/C Issuer shall not permit any such renewal if (A) the L/C Issuer has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Section 2.03(a)(iii) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven (7) Business Days before the Nonrenewal Notice Date from the Administrative Agent or any Revolving Credit Lender, as applicable, or the Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied and in each case directing the L/C Issuer not to permit such extension.

(iv) Promptly after its delivery of any Letter of Credit or any amendment or extension to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit, amendment or extension.

(c) Drawings and Reimbursements; Funding of Participations.

(i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall notify promptly the Borrower and the Administrative Agent in writing thereof. On the Business Day immediately following the Business Day on which the Borrower shall have received such notice of any payment by the L/C Issuer under a Letter of Credit (or, if the Borrower shall have received such notice later than 1:00 p.m. on any Business Day, on the second succeeding Business Day) (each such date, an “Honor Date”), the Borrower shall reimburse the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing, with interest on the amount so paid or disbursed by the L/C Issuer, to the extent not reimbursed on the date of such payment or disbursement. If the Borrower fails to so reimburse the L/C Issuer by such time, the Administrative Agent shall promptly notify each Appropriate Lender of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Appropriate Lender’s Pro Rata Share thereof. In such event, the Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans but subject to the amount of the unutilized portion of the Revolving Credit Commitments of the Appropriate Lenders and subject to the conditions set forth in Section 4.02 (other than the delivery of a Loan Notice). Any notice given by the L/C Issuer to the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. Notwithstanding that a Letter of Credit issued or outstanding hereunder may be for the benefit of a Subsidiary of the Borrower, the Borrower

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shall be obligated to reimburse the L/C Issuer hereunder for any and all drawings under such Letter of Credit. The Borrower hereby acknowledges that the issuance of Letters of Credit for the benefit of Subsidiaries of the Borrower inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of such Subsidiaries.

(ii) Each Appropriate Lender shall upon any notice pursuant to Section 2.03(c)(i) make funds available to the Administrative Agent for the account of the L/C Issuer, at the Administrative Agent’s Office for payments in an amount equal to its Pro Rata Share of any Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Appropriate Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the L/C Issuer.

(iii) With respect to any Unreimbursed Amount in respect of a Letter of Credit that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.

(iv) Until each Appropriate Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Pro Rata Share of such amount shall be solely for the account of the L/C Issuer.

(v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the L/C Issuer, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Loan Notice). No making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit, together with interest as provided herein.

(vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), the L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the L/C Issuer in accordance with the banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Loan included in the relevant Revolving Credit Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(vi) shall be conclusive absent manifest error.

(d) Repayment of Participations.

(i) If, at any time after the L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Credit Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), the Administrative Agent receives for the account of the L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender

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its Pro Rata Share thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding and any differential in the interest payable to such Lender attributable to the Applicable Rate for such Lender’s L/C Advance as an Extending Revolving Credit Lender or a Non-Extending Revolving Credit Lender, as applicable) in the same funds as those received by the Administrative Agent.

(ii) If any payment received by the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the L/C Issuer in its discretion), each Appropriate Lender shall pay to the Administrative Agent for the account of the L/C Issuer its Pro Rata Share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

(e) Obligations Absolute. The obligation of the Borrower to reimburse the L/C Issuer for each drawing under each Letter of Credit issued by it and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

(i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other agreement or instrument relating thereto;

(ii) the existence of any claim, counterclaim, setoff, defense or other right that any Loan Party may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(iii) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

(iv) any payment by the L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law;

(v) any exchange, release or nonperfection of any Collateral, or any release or amendment or waiver of or consent to departure from the Guaranty or any other guarantee, for all or any of the Obligations any Loan Party in respect of such Letter of Credit; or

(vi) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Loan Party.

provided that the foregoing shall not excuse the L/C Issuer from liability to the Borrower to the extent of any direct damages (as opposed to special, indirect, consequential, punitive or exemplary damages) suffered by the Borrower that are caused by the L/C Issuer’s gross negligence or willful misconduct when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof (in each case, as determined by a court of competent jurisdiction by a final and non-appealable judgment).

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(f) Role of L/C Issuer. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any draft, demand, certificate or other document expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Required Lenders or the Required Revolving Credit Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct (as determined by a court of competent jurisdiction by final and nonappealable judgment); or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuer, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of the L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (vi) of Section 2.03(e) or clauses (i) through (iii) of this Section 2.03(f); provided that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to special, indirect, consequential, punitive or exemplary, damages suffered by the Borrower which the Borrower proves were caused by the L/C Issuer’s willful misconduct, bad faith or gross negligence or the L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit (in each case, as are determined by a court of competent jurisdiction by final and nonappealable judgment). In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

(g) Cash Collateral.

(i) Upon the request of the Administrative Agent if the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing; or

(ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrower shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations. Sections 2.05 and 8.02 set forth certain additional requirements to deliver Cash Collateral hereunder. For purposes of this Section 2.03, Section 2.05 and Section 8.02, “Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances pursuant to documentation in form and substance satisfactory to the Administrative Agent and the L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. The Borrower hereby grants to the Administrative Agent, for the benefit of the L/C Issuer and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, non-interest-bearing deposit accounts at the Administrative Agent. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any prior right or claim of any Person other than the Administrative Agent (on behalf of the Secured Parties) or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of (a) such aggregate Outstanding Amount over (b) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent reasonably determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable Law, to reimburse the L/C Issuer. To the extent the amount of any Cash Collateral exceeds the Outstanding Amount of such L/C Obligations, the excess shall be refunded to the Borrower.

(h) Applicability of ISP and UCP. Unless otherwise expressly agreed by the L/C Issuer and the Borrower when a Letter of Credit is issued, (i) the rules of the ISP shall apply to each standby Letter of Credit, and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce at the time of issuance shall apply to each “sight” commercial Letter of Credit.

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(i) Letter of Credit Fees. The Borrower shall pay to the Administrative Agent (i) for any period prior to the date of any Extension Amendment, for the account of each Revolving Credit Lender in accordance with its Pro Rata Share (if any) (subject to adjustment to reflect any differential in Applicable Rates for the various Lenders’ extensions of credit as Extending Revolving Credit Lenders and/or Non-Extending Revolving Credit Lenders) a Letter of Credit fee for each Letter of Credit issued pursuant to this Agreement equal to the Applicable Rate for Loans that are Eurodollar Rate Loans then in effect for the applicable Class or Classes of the respective Revolving Credit Lender’s Revolving Credit Commitments times the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit, if such maximum amount increases periodically pursuant to the terms of such Letter of Credit) and (ii) for any period commencing on and after the date of any Extension Amendment, for the account of each Non-Extending Revolving Credit Lender and each Extending Revolving Credit Lender in accordance with its Other Allocable Share of the Non-Extended Revolving Credit Commitments and the Extended Revolving Credit Commitments, respectively, that result pursuant to such Extension Amendment, a Letter of Credit fee for each Letter of Credit issued pursuant to this Agreement equal to the Applicable Rate for Loans that are Eurodollar Rate Loans in respect of such Non-Extended Revolving Credit Commitments or Extended Revolving Credit Commitments, as the case may be, times the Allocable Revolving Share of the Non-Extending Revolving Credit Lenders or the Extending Revolving Credit Lenders, as the case may be, of the daily maximum amount then available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit, if such maximum amount increases periodically pursuant to the terms of such Letter of Credit). Such letter of credit fees shall be computed on a quarterly basis in arrears. Such letter of credit fees shall be due and payable on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Maturity Date for the Non-Extended Revolving Credit Commitments (with respect to the fees accrued for the accounts on the Non-Extending Revolving Credit Lenders), on any other relevant Maturity Date (for any applicable Revolving Credit Commitments then expiring), or the Letter of Credit Expiration Date and thereafter on demand. If there is any change in the Applicable Rate during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Credit Lenders, while any Event of Default exists, all Letter of Credit fees shall accrue at the Default Rate.

(j) Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer. The Borrower shall pay directly to the L/C Issuer for its own account a fronting fee with respect to each Letter of Credit issued by it equal to 0.125% per annum (or such other amount as is agreed in a separate writing between the L/C Issuer and the Borrower) of the daily maximum amount then available to be drawn under such Letter of Credit on a quarterly basis in arrears. Such fronting fee shall be due and payable on the first Business Day after the end of each March, June, September and December in respect of the most recently ended quarterly period for parties thereof in the case of the first payment, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. In addition, the Borrower shall pay directly to the L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable within ten (10) Business Days of demand and are nonrefundable.

(k) Conflict with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control.

Section 2.04 Swing Line Loans.

(a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender may, in its discretion and in reliance upon the agreements of the other Lenders set forth in this Section 2.04, make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day until the latest Maturity Date applicable to any Revolving Credit Facility as of the date the Swing Line Loan is drawn, in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s

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Revolving Credit Commitment; provided that, (1) after giving effect to any Swing Line Loan, the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Credit Commitment then in effect and (2) notwithstanding the foregoing, the Swing Line Lender shall not be obligated to make any Swing Line Loans at a time when any Revolving Credit Lender is a Defaulting Lender, unless the Swing Line Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swing Line Lender’s risk with respect to such Defaulting Lender’s participation in such Swing Line Loans, including by Cash Collateralizing such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loans; provided, further, that, the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Swing Line Loan.

(b) Borrowing Procedures; Repayment.

(i) Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by (A) telephone or (B) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000, and (ii) the requested borrowing date, which shall be a Business Day. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 4:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower and

(ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

(c) Refinancing of Swing Line Loans.

(i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Borrower (which hereby irrevocably authorizes the Swing Line Lender to so request on its behalf), that each Revolving Credit Lender make a Revolving Credit Loan in the form of a Base Rate Loan in an amount equal to such Revolving Credit Lender’s Pro Rata Share of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the aggregate Revolving Credit Commitments and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Borrower with a copy of the applicable Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Pro Rata Share of the amount specified in such Loan Notice available to the Administrative Agent in Same Day Funds for the account of the Swing Line Lender at the Administrative Agent’s

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Office not later than 1:00 p.m. on the day specified in such Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Borrowing in accordance with this Section 2.04(c)(i), the request for Base Rate Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to this Section 2.04(c)(i) shall be deemed payment in respect of such participation.

(ii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i), the Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Swing Line Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Line Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Commitment included in the relevant Commitment or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (ii) shall be conclusive absent manifest error.

(iii) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swing Line Loans, together with interest as provided herein.

(d) Repayment of Participations.

(i) At any time after any Revolving Credit Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Lender its Pro Rata Share of such payment (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s risk participation was funded and any differential in the interest payable to such Lender attributable to the Applicable Rate for such Lender’s risk participation as an Extending Revolving Credit Lender or a Non-Extending Revolving Credit Lender, as the case may be) in the same funds as those received by the Swing Line Lender.

(ii) If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by the Swing Line Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Revolving Credit Lender shall pay to the Swing Line Lender its Pro Rata Share thereof (appropriately adjusted, in the case of interest payments to reflect any differential in the interest payable to such Lender attributable to the Applicable Rate for such Lender’s risk participation as an Extending Revolving Credit Lender or a Non-Extending Revolving Credit Lender, as the case may be) on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the Federal Funds Rate. The Administrative Agent will make such demand upon the request of the Swing Line Lender. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

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(e) Interest for Account of Swing Line Lender. The Swing Line Lender shall be responsible for invoicing the Borrower for interest on the Swing Line Loans. Until each Revolving Credit Lender funds its Base Rate Loan or risk participation pursuant to this Section 2.04 to refinance such Lender’s Pro Rata Share of any Swing Line Loan, interest in respect of such Pro Rata Share shall be solely for the account of the Swing Line Lender.

(f) Payments Directly to Swing Line Lender. The Borrower shall make all payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender.

Section 2.05 Prepayments.

(a) Optional.

(i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans or Revolving Credit Loans in whole or in part without premium or penalty; provided that (1) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans; and (B) on the day of prepayment of Base Rate Loans; (2) any partial prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof in the case of Term Loans or Revolving Credit Loans or, if less, the entire principal amount thereof then outstanding; (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; (4) any prepayment of Revolving Credit Loans pursuant to this Section 2.05(a)(i) shall be applied pro rata (based on the respective outstanding principal amounts thereof) to all outstanding Revolving Credit Loans; and (5) each prepayment of Term Loans pursuant to this Section 2.05(a)(i) shall be applied pro rata to each Class of Term Loans (based upon the TL Repayment Percentages of the various Classes of Term Loans at such time). Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, in the case of a prepayment of Term Loans, the manner in which such prepayment shall be applied to repayments thereof required pursuant to Section 2.07(a); provided that in the event such notice fails to specify the manner in which the respective prepayment of Term Loans shall be applied to repayments thereof required pursuant to Section 2.07(a), such prepayment of Term Loans shall be applied in direct order of maturity to repayments thereof required pursuant to Section 2.07(a). The Administrative Agent or Administrative Agent, as applicable, will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the Loans of a given Class pursuant to this Section 2.05(a) shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares.

(ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.05(a)(i), if such prepayment would have resulted from a refinancing of all or any portion of any Facility or Facilities which refinancing shall not be consummated or shall otherwise be delayed.

(iii) Voluntary prepayments of Term Loans within a Class of Term Loans permitted hereunder shall be applied to the remaining scheduled installments of principal of such Class of Term Loans pursuant to Section 2.07(a) in a manner determined at the discretion of the Borrower (although in all cases on a pro rata basis to the respective Lenders) and specified in the notice of prepayment; provided that, if the Borrower fails to give such notice at the time of such prepayment or in the event such notice fails to specify the manner in which the respective prepayment of such Class of Term Loans shall be applied to repayments thereof required pursuant to Section 2.07(a), such prepayment of such Class of Term Loans shall be applied in direct order of maturity to repayments thereof required pursuant to Section 2.07(a).

(iv) Notwithstanding anything in any Loan Document to the contrary, so long as no Event of Default has occurred and is continuing, the Borrower may prepay the outstanding Term Loans (which shall, for the avoidance of doubt, be automatically and permanently canceled immediately upon acquisition by the Borrower) (or Holdings or any of its Subsidiaries may purchase such outstanding Term Loans and immediately cancel them) on the following basis:

(A) Any Company Party shall have the right to make a voluntary prepayment of Term Loans at a discount to par pursuant to a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of

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Discount Range Prepayment Offers or Borrower Solicitation of Discounted Prepayment Offers (any such prepayment, the “Discounted Loan Prepayment”), in each case made in accordance with this Section 2.05(a)(iv); provided that no Company Party shall initiate any action under this Section 2.05(a)(iv) in order to make a Discounted Loan Prepayment unless (I) at least ten (10) Business Days shall have passed since the consummation of the most recent Discounted Loan Prepayment as a result of a prepayment made by a Company Party on the applicable Discounted Prepayment Effective Date; or (II) at least three (3) Business Days shall have passed since the date the Company Party was notified that no Lender was willing to accept any prepayment of any Term Loan at the Specified Discount, within the Discount Range or at any discount to par value, as applicable, or in the case of Borrower Solicitation of Discounted Prepayment Offers, the date of any Company Party’s election not to accept any Solicited Discounted Prepayment Offers.

(B) (1) Subject to the proviso to clause (A) above, any Company Party may from time to time offer to make a Discounted Loan Prepayment by providing the Auction Agent with five (5) Business Days’ notice in the form of a Specified Discount Prepayment Notice; provided that (I) any such offer shall be made available, at the sole discretion of the Company Party, to (x) each Lender and/or (y) each Lender with respect to any Class of Term Loans on an individual tranche basis, (II) any such offer shall specify the aggregate principal amount offered to be prepaid (the “Specified Discount Prepayment Amount”) with respect to each applicable tranche, the tranche or tranches of Term Loans subject to such offer and the specific percentage discount to par (the “Specified Discount”) of such Term Loans to be prepaid (it being understood that different Specified Discounts and/or Specified Discount Prepayment Amounts may be offered with respect to different tranches of Term Loans and, in such event, each such offer will be treated as a separate offer pursuant to the terms of this clause), (III) the Specified Discount Prepayment Amount shall be in an aggregate amount not less than $5,000,000 and whole increments of $1,000,000 in excess thereof and (IV) each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a copy of such Specified Discount Prepayment Notice and a form of the Specified Discount Prepayment Response to be completed and returned by each such Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m., on the third Business Day after the date of delivery of such notice to such Lenders (the “Specified Discount Prepayment Response Date”).

(2) Each Lender receiving such offer shall notify the Auction Agent (or its delegate) by the Specified Discount Prepayment Response Date whether or not it agrees to accept a prepayment of any of its applicable then outstanding Term Loans at the Specified Discount and, if so (such accepting Lender, a “Discount Prepayment Accepting Lender”), the amount and the tranches of such Lender’s Term Loans to be prepaid at such offered discount. Each acceptance of a Discounted Loan Prepayment by a Discount Prepayment Accepting Lender shall be irrevocable. Any Lender whose Specified Discount Prepayment Response is not received by the Auction Agent by the Specified Discount Prepayment Response Date shall be deemed to have declined to accept the applicable Borrower Offer of Specified Discount Prepayment.

(3) If there is at least one Discount Prepayment Accepting Lender, the relevant Company Party will make a prepayment of outstanding Term Loans pursuant to this clause (B) to each Discount Prepayment Accepting Lender in accordance with the respective outstanding amount and tranches of Term Loans specified in such Lender’s Specified Discount Prepayment Response given pursuant to clause (2) above; provided that, if the aggregate principal amount of Term Loans accepted for prepayment by all Discount Prepayment Accepting Lenders exceeds the Specified Discount Prepayment Amount, such prepayment shall be made pro rata among the Discount Prepayment Accepting Lenders in accordance with the respective principal amounts accepted to be prepaid by each such Discount Prepayment Accepting Lender and the Auction Agent (in consultation with such Company Party and subject to rounding requirements of the Auction Agent made in its reasonable discretion) will calculate such proration (the “Specified Discount Proration”). The Auction Agent shall promptly, and in any case within three (3) Business Days following the Specified Discount Prepayment Response Date, notify (I) the relevant Company Party of the respective Lenders’ responses to such offer, the Discounted Prepayment Effective Date and the aggregate principal amount of the Discounted Loan Prepayment and the tranches to be prepaid, (II) each Lender of the Discounted Prepayment Effective Date, and the aggregate principal amount and the tranches of Term Loans to be prepaid at the Specified Discount on such date and (III) each Discount Prepayment Accepting Lender of the Specified Discount Proration, if any, and confirmation of the principal amount, tranche and Type of Term Loans of such Lender to be prepaid at the Specified Discount on such date. Each determination by the Auction Agent of the

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amounts stated in the foregoing notices to the Company Party and such Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to the Company Party shall be due and payable by such Company Party on the Discounted Prepayment Effective Date in accordance with clause (F) below (subject to clause (J) below).

(C) (1) Subject to the proviso to subclause (A) above, any Company Party may from time to time solicit Discount Range Prepayment Offers by providing the Auction Agent with five (5) Business Days’ notice in the form of a Discount Range Prepayment Notice; provided that (I) any such solicitation shall be extended, at the sole discretion of such Company Party, to (x) each Lender and/or (y) each Lender with respect to any Class of Term Loans on an individual tranche basis, (II) any such notice shall specify the maximum aggregate principal amount of the relevant Loans (the “Discount Range Prepayment Amount”), the tranche or tranches of Term Loans subject to such offer and the maximum and minimum percentage discounts to par (the “Discount Range”) of the principal amount of such Term Loans with respect to each relevant tranche of Term Loans willing to be prepaid by such Company Party (it being understood that different Discount Ranges and/or Discount Range Prepayment Amounts may be offered with respect to different tranches of Term Loans and, in such event, each such offer will be treated as separate offer pursuant to the terms of this clause), (III) the Discount Range Prepayment Amount shall be in an aggregate amount not less than $5,000,000 and whole increments of $1,000,000 in excess thereof and (IV) each such solicitation by the Borrower shall remain outstanding through the Discount Range Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a copy of such Discount Range Prepayment Notice and a form of the Discount Range Prepayment Offer to be submitted by a responding Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m. on the third Business Day after the date of delivery of such notice to such Lenders (the “Discount Range Prepayment Response Date”). Each Lender’s Discount Range Prepayment Offer shall be irrevocable and shall specify a discount to par within the Discount Range (the “Submitted Discount”) (it being understood that different Submitted Discounts may be specified in respect of different portions of the Submitted Amount) at which such Lender is willing to allow prepayment of any or all of its then outstanding Term Loans of the applicable tranche or tranches and the maximum aggregate principal amount and tranches of such Lender’s Term Loans (the “Submitted Amount”) such Lender is willing to have prepaid at the Submitted Discount. Any Lender whose Discount Range Prepayment Offer is not received by the Auction Agent by the Discount Range Prepayment Response Date shall be deemed to have declined to accept a Discounted Loan Prepayment of any of its Term Loans at any discount to their par value within the Discount Range.

(2) The Auction Agent shall review all Discount Range Prepayment Offers received on or before the applicable Discount Range Prepayment Response Date and shall determine (in consultation with such Company Party and subject to rounding requirements of the Auction Agent made in its sole reasonable discretion) the Applicable Discount and Term Loans to be prepaid at such Applicable Discount in accordance with this subclause (C). The relevant Company Party agrees to accept on the Discount Range Prepayment Response Date all Discount Range Prepayment Offers received by Auction Agent by the Discount Range Prepayment Response Date, in the order from the Submitted Discount that is the largest discount to par to the Submitted Discount that is the smallest discount to par, up to and including the Submitted Discount that is the smallest discount to par within the Discount Range (such Submitted Discount that is the smallest discount to par within the Discount Range being referred to as the “Applicable Discount”) which yields a Discounted Loan Prepayment in an aggregate principal amount equal to the lower of (I) the Discount Range Prepayment Amount and (II) the sum of all Submitted Amounts. Each Lender that has submitted a Discount Range Prepayment Offer to accept prepayment at a discount to par that is larger than or equal to the Applicable Discount shall be deemed to have irrevocably consented to prepayment of Term Loans equal to its Submitted Amount (subject to any required proration pursuant to the following subclause (3)) at the Applicable Discount (each such Lender, a “Participating Lender”).

(3) If there is at least one Participating Lender, the relevant Company Party will prepay the respective outstanding Term Loans of each Participating Lender in the aggregate principal amount and of the tranches specified in such Lender’s Discount Range Prepayment Offer at the Applicable Discount; provided that if the Submitted Amount by all Participating Lenders offered at a discount to par greater than the Applicable Discount exceeds the Discount Range Prepayment Amount, prepayment of the principal amount of the relevant Term Loans for those Participating Lenders whose Submitted Discount is a discount to par

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greater than or equal to the Applicable Discount (the “Identified Participating Lenders”) shall be made pro rata among the Identified Participating Lenders in accordance with the Submitted Amount of each such Identified Participating Lender and the Auction Agent (in consultation with such Company Party and subject to rounding requirements of the Auction Agent made in its sole reasonable discretion) will calculate such proration (the “Discount Range Proration”). The Auction Agent shall promptly, and in any case within five (5) Business Days following the Discount Range Prepayment Response Date, notify (I) the relevant Company Party of the respective Lenders’ responses to such solicitation, the Discounted Prepayment Effective Date, the Applicable Discount, and the aggregate principal amount of the Discounted Loan Prepayment and the tranches to be prepaid, (II) each Lender of the Discounted Prepayment Effective Date, the Applicable Discount, and the aggregate principal amount and tranches of Term Loans to be prepaid at the Applicable Discount on such date, (III) each Participating Lender of the aggregate principal amount and tranches of such Lender to be prepaid at the Applicable Discount on such date, and (IV) if applicable, each Identified Participating Lender of the Discount Range Proration. Each determination by the Auction Agent of the amounts stated in the foregoing notices to the relevant Company Party and Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to the Company Party shall be due and payable by such Company Party on the Discounted Prepayment Effective Date in accordance with subclause (F) below (subject to subclause (J) below).

(D) (1) Subject to the proviso to subclause (A) above, any Company Party may from time to time solicit Solicited Discounted Prepayment Offers by providing the Auction Agent with five (5) Business Days’ notice in the form of a Solicited Discounted Prepayment Notice; provided that (I) any such solicitation shall be extended, at the sole discretion of such Company Party, to (x) each Lender and/or (y) each Lender with respect to any Class of Term Loans on an individual tranche basis, (II) any such notice shall specify the maximum aggregate amount of the Term Loans (the “Solicited Discounted Prepayment Amount”) and the tranche or tranches of Term Loans the Borrower is willing to prepay at a discount (it being understood that different Solicited Discounted Prepayment Amounts may be offered with respect to different tranches of Term Loans and, in such event, each such offer will be treated as separate offer pursuant to the terms of this clause), (III) the Solicited Discounted Prepayment Amount shall be in an aggregate amount not less than $5,000,000 and whole increments of $1,000,000 in excess thereof and (IV) each such solicitation by the Borrower shall remain outstanding through the Solicited Discounted Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a copy of such Solicited Discounted Prepayment Notice and a form of the Solicited Discounted Prepayment Offer to be submitted by a responding Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m. on the third Business Day after the date of delivery of such notice to such Lenders (the “Solicited Discounted Prepayment Response Date”). Each Lender’s Solicited Discounted Prepayment Offer shall (x) be irrevocable, (y) remain outstanding until the Acceptance Date, and (z) specify both a discount to par (for example, an offer of 99% of the outstanding principal amount would equate to a 1% discount to par) (the “Offered Discount”) at which such Lender is willing to allow prepayment of its then outstanding Term Loans and the maximum aggregate principal amount and tranches of such Term Loans (the “Offered Amount”) such Lender is willing to have prepaid at the Offered Discount. Any Lender whose Solicited Discounted Prepayment Offer is not received by the Auction Agent by the Solicited Discounted Prepayment Response Date shall be deemed to have declined prepayment of any of its Term Loans at any discount.

(2) The Auction Agent shall promptly provide the relevant Company Party with a copy of all Solicited Discounted Prepayment Offers received on or before the Solicited Discounted Prepayment Response Date. Such Company Party shall review all such Solicited Discounted Prepayment Offers and select the smallest of the Offered Discounts specified by the relevant responding Lenders in the Solicited Discounted Prepayment Offers that is acceptable to the Company Party in its sole discretion (the “Acceptable Discount”), if any. If the Company Party elects in its sole discretion to accept any Offered Discount as the Acceptable Discount, then as soon as practicable after the determination of the Acceptable Discount, but in no event later than by the third Business Day after the date of receipt by such Company Party from the Auction Agent of a copy of all Solicited Discounted Prepayment Offers pursuant to the first sentence of this clause (2) (the “Acceptance Date”), the Company Party shall submit an Acceptance and Prepayment Notice to the Auction Agent setting forth the Acceptable Discount. If the Auction Agent shall fail to receive an Acceptance and Prepayment Notice from the Company Party by the Acceptance Date, such Company Party shall be deemed to have rejected all Solicited Discounted Prepayment Offers.

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(3) Based upon the Acceptable Discount and the Solicited Discounted Prepayment Offers received by Auction Agent by the Solicited Discounted Prepayment Response Date, within three (3) Business Days after receipt of an Acceptance and Prepayment Notice (the “Discounted Prepayment Determination Date”), the Auction Agent will determine (in consultation with such Company Party and subject to rounding requirements of the Auction Agent made in its sole reasonable discretion) the aggregate principal amount and the tranches of Term Loans (the “Acceptable Prepayment Amount”) to be prepaid by the relevant Company Party at the Acceptable Discount in accordance with this Section 2.05(a)(iv)(D). If the Company Party elects to accept any Acceptable Discount, then the Company Party agrees to accept all Solicited Discounted Prepayment Offers received by Auction Agent by the Solicited Discounted Prepayment Response Date, in the order from largest Offered Discount to smallest Offered Discount, up to and including the Acceptable Discount. Each Lender that has submitted a Solicited Discounted Prepayment Offer with an Offered Discount that is greater than or equal to the Acceptable Discount shall be deemed to have irrevocably consented to prepayment of Term Loans equal to its Offered Amount (subject to any required pro rata reduction pursuant to the following sentence) at the Acceptable Discount (each such Lender, a “Qualifying Lender”). The Company Party will prepay outstanding Term Loans pursuant to this subclause (D) to each Qualifying Lender in the aggregate principal amount and of the tranches specified in such Lender’s Solicited Discounted Prepayment Offer at the Acceptable Discount; provided that if the aggregate Offered Amount by all Qualifying Lenders whose Offered Discount is greater than or equal to the Acceptable Discount exceeds the Solicited Discounted Prepayment Amount, prepayment of the principal amount of the Term Loans for those Qualifying Lenders whose Offered Discount is greater than or equal to the Acceptable Discount (the “Identified Qualifying Lenders”) shall be made pro rata among the Identified Qualifying Lenders in accordance with the Offered Amount of each such Identified Qualifying Lender and the Auction Agent (in consultation with such Company Party and subject to rounding requirements of the Auction Agent made in its sole reasonable discretion) will calculate such proration (the “Solicited Discount Proration”). On or prior to the Discounted Prepayment Determination Date, the Auction Agent shall promptly notify (I) the relevant Company Party of the Discounted Prepayment Effective Date and Acceptable Prepayment Amount comprising the Discounted Loan Prepayment and the tranches to be prepaid, (II) each Lender of the Discounted Prepayment Effective Date, the Acceptable Discount, and the Acceptable Prepayment Amount of all Term Loans and the tranches to be prepaid at the Applicable Discount on such date, (III) each Qualifying Lender of the aggregate principal amount and the tranches of such Lender to be prepaid at the Acceptable Discount on such date, and (IV) if applicable, each Identified Qualifying Lender of the Solicited Discount Proration. Each determination by the Auction Agent of the amounts stated in the foregoing notices to such Company Party and Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice to such Company Party shall be due and payable by such Company Party on the Discounted Prepayment Effective Date in accordance with subclause (F) below (subject to subclause (J) below).

(E) In connection with any Discounted Loan Prepayment, the Company Parties and the Lenders acknowledge and agree that the Auction Agent may require as a condition to any Discounted Loan Prepayment, the payment of customary fees and expenses from a Company Party in connection therewith.

(F) If any Term Loan is prepaid in accordance with clauses (B) through (D) above, a Company Party shall prepay such Term Loans on the Discounted Prepayment Effective Date without premium or penalty; provided that in no event shall the Revolving Credit Facility be utilized to fund any Discounted Loan Prepayment. The relevant Company Party shall make such prepayment to the Administrative Agent, for the account of the Discount Prepayment Accepting Lenders, Participating Lenders, or Qualifying Lenders, as applicable, at the Administrative Agent’s Office in immediately available funds not later than 1:00 p.m. on the Discounted Prepayment Effective Date and all such prepayments shall be applied to the remaining principal installments of the relevant tranche of Term Loans on a pro rata basis across such installments. The Term Loans so prepaid shall be accompanied by all accrued and unpaid interest on the par principal amount so prepaid up to, but not including, the Discounted Prepayment Effective Date. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a)(iv) shall be paid to the Discount Prepayment Accepting Lenders, Participating Lenders, or Qualifying Lenders, as applicable, and shall be applied to the relevant Term Loans of such Lenders in accordance with their respective Pro Rata Share. The aggregate principal amount of the tranches and installments of the relevant Loans outstanding shall be deemed reduced by the full par value of the aggregate principal amount of the tranches of Term Loans prepaid on the Discounted

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Prepayment Effective Date in any Discounted Loan Prepayment. In connection with each prepayment pursuant to this Section 2.05(a)(iv), the relevant Company Party shall either (I) make a representation to the Lenders that it does not possess material non-public information with respect to Holdings and its Subsidiaries or the securities of any of them that (x) has not been disclosed to the Lenders generally (other than Lenders who elect not to receive such information) and (y) could reasonably be expected to have Material Adverse Effect, or otherwise be material to, the relevant Lender or (II) disclose that it cannot make such representation.

(G) To the extent not expressly provided for herein, each Discounted Loan Prepayment shall be consummated pursuant to procedures consistent with the provisions in this Section 2.05(a)(iv), established by the Auction Agent acting in its reasonable discretion and as reasonably agreed by the Borrower.

(H) Notwithstanding anything in any Loan Document to the contrary, for purposes of this Section 2.05(a)(iv), each notice or other communication required to be delivered or otherwise provided to the Auction Agent (or its delegate) shall be deemed to have been given upon the Auction Agent’s (or its delegate’s) actual receipt during normal business hours of such notice or communication; provided that any notice or communication actually received outside of normal business hours shall be deemed to have been given as of the opening of business on the next Business Day.

(I) Each of the Company Parties and the Lenders acknowledge and agree that the Auction Agent may perform any and all of its duties under this Section 2.05(a)(iv) by itself or through any Affiliate of the Auction Agent and expressly consents to any such delegation of duties by the Auction Agent to such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each Affiliate of the Auction Agent and its respective activities in connection with any Discounted Loan Prepayment provided for in this Section 2.05(a)(iv) as well as activities of the Auction Agent.

(J) Each Company Party shall have the right, by written notice to the Auction Agent, to revoke in full (but not in part) its offer to make a Discounted Loan Prepayment and rescind the applicable Specified Discount Prepayment Notice, Discount Range Prepayment Notice or Solicited Discounted Prepayment Notice therefor at its discretion at any time on or prior to the applicable Specified Discount Prepayment Response Date (and if such offer is revoked pursuant to the preceding clauses, any failure by such Company Party to make any prepayment to a Lender, as applicable, pursuant to this Section 2.05(a)(iv) shall not constitute a Default or Event of Default under Section 8.01 or otherwise).

(b) Mandatory.

(i) Within ten (10) Business Days after financial statements have been delivered pursuant to Section 6.01(a), the Borrower shall, subject to clause (b)(vi) of this Section 2.05, prepay an aggregate principal amount of Term Loans in an amount equal to (A) 50% (such percentage as it may be reduced as described below, the “ECF Percentage”) of Excess Cash Flow, if any, for the fiscal year covered by such financial statements (commencing with the fiscal year ending on December 31, 2016) minus (B) all voluntary prepayments of Term Loans during such fiscal year (or such shorter period with respect to the period ending December 31, 2016) pursuant to Section 2.05(a)(i) or Section 2.05(a)(iv) (in an amount, in the case of prepayments made pursuant to Section 2.05(a)(iv), equal to the discounted amount actually paid in respect of the principal amount of such Loans and only to the extent such Term Loans have been cancelled) to the extent such prepayments are not funded with the proceeds of Funded Debt (other than revolving Indebtedness, including the Revolving Credit Loans); provided that (x) the ECF Percentage shall be 25% if the Total Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 3.00:1.00 and greater than 2.50:1.00 and (y) the ECF Percentage shall be 0% if the Total Leverage Ratio for the fiscal year covered by such financial statements was less than or equal to 2.50:1.00.

(ii) (A) If (x) the Borrower or any of its Restricted Subsidiaries Disposes of any property or assets pursuant to Section 7.05(f), (j) or (m) (or in a Disposition not permitted by this Agreement) or (y) any Casualty Event occurs, which results in the realization or receipt by the Borrower or such Restricted Subsidiary of Net Cash Proceeds, the Borrower shall prepay on or prior to the date which is three (3) Business Days after the date of the realization or receipt of such Net Cash Proceeds, subject to clause (b)(vi) of this Section 2.05, an aggregate principal amount of

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Term Loans equal to 100% of all Net Cash Proceeds realized or received; provided that if at the time that any such prepayment would be required, the Borrower is required to offer to repurchase Permitted Pari Passu Secured Term Refinancing Debt (or any Permitted Refinancing thereof that is secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Disposition or Casualty Event (such Permitted Pari Passu Secured Term Refinancing Debt (or Permitted Refinancing thereof) required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Borrower may apply such Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.05(b)(ii)(A) shall be reduced accordingly; provided, further, that no prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) with respect to such portion of such Net Cash Proceeds that the Borrower shall have, on or prior to such date, given written notice to the Administrative Agent of its intent to reinvest in accordance with Section 2.05(b)(ii)(B).

(B) With respect to any Net Cash Proceeds realized or received with respect to any Disposition (other than any Disposition specifically excluded from the application of Section 2.05(b)(ii)(A)) or any Casualty Event, the Borrower may, at its option, reinvest all or any portion of such Net Cash Proceeds in assets useful for its business within (x) twelve (12) months following receipt of such Net Cash Proceeds or (y) if the Borrower enters into a legally binding commitment to reinvest such Net Cash Proceeds within twelve (12) months following receipt thereof, within the later of (1) twelve (12) months following receipt thereof and (2) one hundred and eighty (180) days of the date of such legally binding commitment; provided that, if any Net Cash Proceeds are no longer intended to be or cannot be so reinvested at any time after delivery of a notice of reinvestment election, and subject to clauses (iv) and (v) of this Section 2.05(b), an amount equal to any such Net Cash Proceeds shall be applied within three (3) Business Days after the Borrower reasonably determines that such Net Cash Proceeds are no longer intended to be or cannot be so reinvested to the prepayment of the Loans as set forth in this Section 2.05(b)(ii).

(iii) If the Borrower or any Restricted Subsidiary incurs or issues any Indebtedness (A) not expressly permitted to be incurred or issued pursuant to Section 7.03 or (B) that constitutes Credit Agreement Refinancing Indebtedness, the Borrower shall prepay an aggregate principal amount of Term Loans equal to 100% of all Net Cash Proceeds received therefrom on the date of receipt of such Net Cash Proceeds.

(iv) (A) Except as may otherwise be set forth in any Refinancing Amendment, any Extension Amendment or any Incremental Amendment, each prepayment of Term Loans pursuant to this Section 2.05(b) shall be applied ratably to each Class of Term Loans (based upon the then outstanding principal amounts of the respective Classes of Term Loans) (provided that any prepayment of Loans with the Net Cash Proceeds of Credit Agreement Term Refinancing Indebtedness shall be applied solely to each applicable Class of Refinanced Term Debt), (B) with respect to each Class of Term Loans, each prepayment pursuant to clauses (i) through (iii) of this Section 2.05(b) shall be applied to remaining scheduled installments of principal thereof following the date of prepayment pursuant to this Section 2.05 in direct order of maturity; and (C) each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares of such prepayment.

(v) If for any reason the aggregate Revolving Credit Exposures of any Facility at any time exceeds the aggregate Revolving Credit Commitments then in effect for such Facility (including as a result of the termination of any Revolving Credit Commitments on the applicable Maturity Date thereof), the Borrower shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations with respect to such Facility in an aggregate amount equal to such excess; provided that the Borrower shall not be required to Cash Collateralize the L/C Obligations of such Facility pursuant to this Section 2.05(b)(v) unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans for such Facility, such aggregate Outstanding Amount exceeds the aggregate Revolving Credit Commitments for such Facility then in effect. After the date of any Extension Amendment, if for any reason, at any time during the five (5) Business Day period immediately preceding the applicable Maturity Date for any Non-Extended Revolving Credit Commitments, (x) the Non-Extending Revolving Credit Lenders with such Non-Extended Revolving Credit Commitments’ Allocable Revolving Share of the Revolving Credit Exposure attributable to L/C Obligations and Swing Line Obligations exceeds

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(y) the amount of the Extended Revolving Credit Commitments minus the Extending Revolving Credit Lenders’ Allocable Revolving Share of the total Revolving Credit Exposure at such time, then the Borrower shall promptly prepay or cause to be promptly prepaid Revolving Credit Loans and Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount necessary to eliminate such excess; provided, further, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this sentence unless after the prepayment in full of the Revolving Credit Loans and Swing Line Loans, such excess has not been eliminated. Further, if for any reason, at any time during the five (5) Business Day period immediately preceding the applicable Maturity Date for any Revolving Credit Commitments where there exist other Revolving Credit Commitments with a longer Maturity Date or Maturity Dates, and if at such time there are outstanding Letters of Credit or Swing Line Loans under such respective Class or Classes, then the Borrower shall prepay (in accordance with this Section 2.05) outstanding Revolving Credit Loans and/or Swing Line Loans, as the case may be, as is needed so that, after giving effect thereto, the Revolving Credit Exposure of the Revolving Credit Lenders with such later Maturity Dates will not, after giving effect to the reallocations which will be required (in the absence of a Specified Default or event, act or condition which with notice or lapse of time or both would constitute a Specified Default) pursuant to Section 2.06(e), exceed the amount of their respective Revolving Credit Commitments as in effect on (and after giving effect to) the Maturity Date of such sooner maturing Revolving Credit Commitments.

(vi) The Borrower shall give notice to the Administrative Agent of any mandatory prepayment of the Term Loans pursuant to Section 2.05(b)(i), (ii) or (iii), three (3) Business Days prior to the date on which such payment is due. Such notice shall state that the Borrower is offering to make or will make such mandatory prepayment on or before the date specified in Section 2.05(b)(i), (ii) or (iii), as the case may be (each, a “Prepayment Date”). Upon receipt by the Administrative Agent of such notice, the Administrative Agent shall immediately give notice to each Lender of the prepayment, the Prepayment Date and of such Lender’s Pro Rata Share of the prepayment. Each Lender may elect (in its sole discretion) to decline all (but not less than all) of its Pro Rata Share (such amount, the “Declined Amount”) of any mandatory prepayment (other than any mandatory prepayment with the proceeds of any Credit Agreement Term Refinancing Indebtedness) by giving notice of such election in writing to the Administrative Agent by 11:00 a.m., on the date that is three (3) Business Days after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. If a Lender fails to deliver a notice of election declining receipt of its Pro Rata Share of such mandatory prepayment to the Administrative Agent within the time frame specified above, any such failure will be deemed to constitute an acceptance of such Lender’s Pro Rata Share of the total amount of such mandatory prepayment of Term Loans. Upon receipt by the Administrative Agent of such notice, the Administrative Agent shall immediately notify the Borrower of such election. Any Declined Amount by any Lender shall be retained by the Borrower and its Restricted Subsidiaries and/or applied by the Borrower or any of its Restricted Subsidiaries in any manner not inconsistent with the terms of this Agreement.

(vii) Notwithstanding any other provisions of this Section 2.05(b), (A) to the extent that any of or all the Net Cash Proceeds of any Disposition by a Restricted Subsidiary giving rise to a prepayment pursuant to Section 2.05(b)(ii), the Net Cash Proceeds of any Casualty Event from a Restricted Subsidiary, or Excess Cash Flow is prohibited or delayed by applicable local law from being distributed or otherwise transferred to the Borrowers, the portion of such Net Cash Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Term Loans at the times provided in Section 2.05(b)(i), or the Borrowers shall not be required to make a prepayment at the time provided in Section 2.05(b)(ii), as the case may be. Instead, such amounts may be retained by the applicable Restricted Subsidiary so long, but only so long, as the applicable local law will not permit such distribution or transfer (the Borrower hereby agreeing to cause the applicable Restricted Subsidiary to promptly take all actions reasonably required by the applicable local law to permit such distribution or transfer), and once such distribution or transfer of any of such affected Net Cash Proceeds or Excess Cash Flow is permitted under the applicable local law, such distribution or transfer will be promptly effected and such distributed or transferred Net Cash Proceeds or Excess Cash Flow will be promptly (and in any event not later than three (3) Business Days after such distribution or transfer) applied (net of additional taxes payable or reserved against as a result thereof) to the repayment of the Term Loans pursuant to this Section 2.05(b) to the extent provided herein and (B) to the extent that the Borrower has determined in good faith that distribution or other transfer of any of or all the Net Cash Proceeds of any Disposition, any Casualty Event or Excess Cash Flow would have a material adverse tax cost consequence (taking into account any foreign tax credit or benefit received in connection with such distribution or transfer) with respect to such Net Cash Proceeds or Excess Cash Flow, the Net Cash Proceeds or Excess Cash Flow so affected may be retained by the applicable Restricted Subsidiary, provided that, in the case of this clause (B), on or before the date on which any Net Cash Proceeds so retained would otherwise have been required to be applied to reinvestments or prepayments pursuant to this Section 2.05(b)

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(or such Excess Cash Flow would have been so required if it were Net Cash Proceeds), (x) the Borrower applies an amount equal to such Net Cash Proceeds or Excess Cash Flow to such reinvestments or prepayments as if such Net Cash Proceeds or Excess Cash Flow had been received by the Borrower rather than such Restricted Subsidiary, less the amount of additional taxes that would have been payable or reserved against if such Net Cash Proceeds or Excess Cash Flow had been distributed or transferred (or, if less, the Net Cash Proceeds or Excess Cash Flow that would be calculated if received by such Restricted Subsidiary) or (y) such Net Cash Proceeds or Excess Cash Flow are applied to the repayment of Indebtedness of a Restricted Subsidiary.

(viii) Within three (3) Business Days following the occurrence of a Qualifying IPO, the Borrower shall prepay the Term Loans in an amount equal to the aggregate principal amount of the Term Loans outstanding on such date.

(c) Interest, Funding Losses, Etc. All prepayments under this Section 2.05 shall be accompanied by all accrued interest thereon, together with, in the case of any such prepayment of a Eurodollar Rate Loan on a date prior to the last day of an Interest Period therefor, any amounts owing in respect of such Eurodollar Rate Loan pursuant to Section 3.05.

Notwithstanding any of the other provisions of this Section 2.05, so long as no Event of Default shall have occurred and be continuing, if any prepayment of Eurodollar Rate Loans is required to be made under this Section 2.05 prior to the last day of the Interest Period therefor, in lieu of making any payment pursuant to this Section 2.05 in respect of any such Eurodollar Rate Loan prior to the last day of the Interest Period therefor, the Borrower may, in its sole discretion, deposit an amount sufficient to make any such prepayment otherwise required to be made thereunder together with accrued interest to the last day of such Interest Period into a Cash Collateral Account until the last day of such Interest Period, at which time the Collateral Agent shall be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of such Loans in accordance with this Section 2.05. Upon the occurrence and during the continuance of any Event of Default, the Collateral Agent shall also be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of the outstanding Loans in accordance with the relevant provisions of this Section 2.05.

Section 2.06 Termination or Reduction of Commitments.

(a) Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class, in each case without premium or penalty; provided that (i) any such notice shall be received by the Administrative Agent one (1) Business Day prior to the date of termination or reduction and (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 or any whole multiple of $100,000 in excess thereof or, if less, the entire amount thereof, and (iii) if, after giving effect to any reduction of the Commitments, (x) the Swing Line Sublimit exceeds the Revolving Credit Commitment or (y) the Letter of Credit Sublimit exceeds the Revolving Credit Commitments, then in any such case the Swing Line Sublimit or the Letter of Credit Sublimit, as applicable, shall be automatically reduced by the amount of such excess. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancing of all or any portion of any Facility or Facilities, which refinancing shall not be consummated or otherwise shall be delayed.

(b) Mandatory. The Initial Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 upon the making of such Term Lender’s Term Loans pursuant to Section 2.01. The Revolving Credit Commitments shall terminate on the applicable Maturity Date for each such Facility. All Commitments hereunder shall terminate at 6:00 p.m. on the Closing Date if no Term Loans hereunder have been borrowed by such time.

(c) Application of Commitment Reductions; Payment of Fees. The Administrative Agent will promptly notify the Revolving Credit Lenders of any termination or reduction of unused portions of the Swing Line Sublimit, the Revolving Credit Lenders of any termination or reduction of the unused portions of the Letter of Credit Sublimit and all Lenders of the termination or reduction of unused Commitments of any Class under this Section 2.06. Upon any reduction of unused Commitments of any Class, the Commitment of each Lender of such Class shall be reduced by such Lender’s Pro Rata Share of the amount by which such Commitments are reduced (other than the

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termination of the Commitment of any Lender as provided in Section 3.07). All commitment fees accrued until the effective date of any termination of any Revolving Credit Commitments shall be paid on the effective date of such termination.

(d) Termination of Non-Extended Revolving Credit Commitments. After the date of an Extension Amendment, on the Maturity Date of any Non-Extended Revolving Credit Commitments, such Non-Extended Revolving Credit Commitments will terminate and the Non-Extending Revolving Credit Lenders with respect thereto will have no further obligation to make Revolving Credit Loans, fund L/C Advances pursuant to Section 2.03(c) or purchase or fund Swing Line Loans pursuant to Section 2.04(c); provided that (x) the foregoing will not release any such Non-Extending Revolving Credit Lender from any such obligation to fund Revolving Credit Loans, L/C Advances or participations in Swing Line Loans that was required to be performed on or prior to the Maturity Date of such Non-Extended Revolving Credit Commitments and (y) the foregoing will not release any such Non-Extending Revolving Credit Lender from any such obligation to fund its portion of L/C Advances or participations in Swing Line Loans as provided herein if on such Maturity Date any Specified Default or event, act or condition which with notice or lapse of time or both would constitute a Specified Default exists until such Specified Default or event, act or condition ceases to exist. Unless clause (y) of the proviso in the immediately preceding sentence is applicable, on the Maturity Date with respect to such Non-Extended Revolving Credit Commitments, all outstanding Swing Line Loans and L/C Advances shall be deemed to be outstanding with respect to (and reallocated under) the Extended Revolving Credit Commitments and the Pro Rata Shares of the Revolving Credit Lenders shall be determined to give effect to the termination of such Non-Extended Revolving Credit Commitments (in each case, so long as after giving effect to such reallocation, the Revolving Credit Exposure of each Extending Revolving Credit Lender does not exceed such Lender’s Extended Revolving Credit Commitment). On and after the Maturity Date of such Non-Extended Revolving Credit Commitments, the Extending Revolving Credit Lenders (and so long as clause (y) of the proviso in the second preceding sentence is applicable, such Non-Extending Revolving Credit Lenders) will be required, in accordance with their Pro Rata Shares, to fund L/C Advances pursuant to Section 2.03(c) in respect of Unreimbursed Amounts arising on or after such date and fund participations in Swing Line Loans at the request of the Swing Line Lender on and after such time, regardless of whether any Default existed on the Maturity Date with respect to such Non-Extended Revolving Credit Commitments; provided that the Revolving Credit Exposure of each Extending Revolving Credit Lender does not exceed such Extending Revolving Credit Lender’s Revolving Credit Commitment. In the event that a Specified Default or event, act or condition which with notice or lapse of time or both would constitute a Specified Default exists on the Maturity Date with respect to Non-Extended Revolving Credit Commitments, until such Specified Default or event, act or condition ceases to exist, for purposes of determining a Revolving Credit Lenders’ Pro Rata Share for purposes of Section 2.03(c) and Section 2.04 and its Allocable Revolving Share for purposes of Section 2.03(i), such Non-Extending Revolving Credit Lender’s Revolving Credit Commitment shall be deemed to be the Revolving Credit Commitment of such Non-Extending Revolving Credit Lender immediately prior to the termination thereof on such Maturity Date.

(e) Commitment Terminations in connection with Revolving Credit Loan Refinancing Amendments. On the date of the effectiveness of any Refinancing Revolving Credit Commitments, the amount of the commitments which became so effective shall be required to reduce commitments pursuant to the then outstanding Revolving Credit Commitments, and at such time repayments of outstandings pursuant to the respective Revolving Credit Facilities shall be made to the extent needed so that the provisions of Section 2.05(b)(v) are complied with at such time. In addition, at the time of any incurrence of Indebtedness pursuant to Section 7.03(g)(ii) which constitutes Credit Agreement Revolving Credit Refinancing Indebtedness, an amount equal to the Net Cash Proceeds thereof (or, if greater, the total commitments with respect thereto) shall be applied to permanently reduce outstanding Revolving Credit Commitments, and at such time repayments of outstandings pursuant to the respective Revolving Credit Facilities shall be made so that the provisions of Section 2.05(b)(v) are complied with at such time. All reductions to the Revolving Credit Commitments pursuant to this clause (e) shall be applied pro rata to the Revolving Credit Commitments, then outstanding (based on the relative amounts thereof); provided that the Borrower may, at its option, direct that any commitment reductions required by this clause (e) be applied (in which case they shall be applied) (i) first, to the Revolving Credit Commitments with the next earliest Maturity Date (ratably among such Classes if multiple Classes exist with the same Maturity Date) until the Revolving Credit Commitments of such Class or Classes have been repaid in full and (ii) thereafter, to the successive Class or Classes of Revolving Credit Commitments with the next earliest Maturity Date (ratably among such classes, if multiple Classes exist with the same Maturity Date), and so on until the full required reductions to the Revolving Credit Commitments have occurred.

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(f) Termination of Revolving Credit Commitments. On the Maturity Date of any Class of Revolving Credit Commitments, such Revolving Credit Commitments will terminate and the respective Lenders who held such terminated Revolving Credit Commitments will have no obligation to make, or participate in, extensions of credit (whether the making of Revolving Credit Loans or the issuance of Letters of Credit) made pursuant to such Revolving Credit Commitments after such Maturity Date; provided that, except as expressly provided in the immediately succeeding sentence, (x) the foregoing shall not release any Revolving Credit Lender from liability it may have for its failure to fund Revolving Credit Loans, L/C Advances or participations in Swing Line Loans that was required to be performed by it on or prior to such Maturity Date and (y) the foregoing will not release any Revolving Credit Lender from any obligation to fund its portion of L/C Advances or participations in Swing Line Loans with respect to Letters of Credit issued or Swing Line Loans made prior to such Maturity Date. If, on the Maturity Date applicable to any Revolving Credit Commitments, there exist additional Revolving Credit Commitments, which have a later Maturity Date or later Maturity Dates, then and only so long as no Specified Default or event, act or condition which with notice or lapse of time or both would constitute a Specified Default then exists (or, if such a Specified Default or event, act or condition which with notice or lapse of time or both would constitute a Specified Default then exists, immediately after such Specified Default or event, act or condition has ceased to exist), all outstanding Swing Line Loans and L/C Advances and participations in Letters of Credit and Swing Line Loans shall be deemed outstanding with respect to (and reallocated under) the Revolving Credit Commitments (in the case of L/C Advances with respect to Letters of Credit, Swing Line Loans and participations in Letters of Credit and Swing Line Loans) and the Pro Rata Shares of the Revolving Credit Lenders shall be determined to give effect to the termination of the Revolving Credit Commitments with respect to which the Maturity Date has occurred in each case so long as after giving effect to such reallocation, no Revolving Credit Lender shall have a Revolving Credit Exposure which exceeds such Lender’s Revolving Credit Commitments which have not matured prior to such date.

Section 2.07 Repayment of Loans.

(a) Term Loans. The Borrower shall repay to the Administrative Agent for the ratable account of the Appropriate Lenders (i) on the last Business Day of each March, June, September and December, commencing with the second such date to occur after the Closing Date, an aggregate principal amount equal to the percentage set forth in the table below of all Initial Term Loans outstanding on the Closing Date (as such repayment amount shall be reduced as a result of the application of prepayments in accordance with the order of priority determined under Section 2.05); provided that at the time of any effectiveness of any Extension Amendment, the scheduled amortizations with respect to the Term Loans set forth above shall be reduced ratably to reflect the percentage of such Term Loans converted to Extended Term Loans (but will not affect the amount of amortization received by a given lender with outstanding Term Loans), (ii) at the times and in the amounts for any new Class of Term Loans as shall be established pursuant to an Incremental Amendment, a Refinancing Amendment or an Extension Amendment in accordance with the terms and conditions hereof, (iii) on the Maturity Date for each Class of Term Loans, the aggregate principal amount of all such Term Loans outstanding on such date, and (iv) within three (3) Business Days following the occurrence of a Qualifying IPO, the aggregate principal amount of the Term Loans outstanding on such date.

Quarter ending	Amortization Percentage
September 30, 2015		0.25	%
December 31, 2015		0.25	%
March 31, 2016		0.25	%
June 30, 2016		0.25	%
September 30, 2016		1.25	%
December 31, 2016		1.25	%
March 31, 2017		1.25	%
June 30, 2017		1.25	%
September 30, 2017 and each quarter thereafter		2.5	%

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(b) Revolving Credit Loans. The Borrower shall repay to the Administrative Agent for the ratable account of the Appropriate Lenders (i) on the applicable Maturity Date for the Revolving Credit Facilities of a given Class the aggregate principal amount of all of its Revolving Credit Loans of such Class outstanding on such date, (ii) after the date of an Extension Amendment, on the Maturity Date with respect to any Non-Extended Revolving Credit Commitments of a given Class, the aggregate principal amount of all related Non-Extended Revolving Credit Loans of such Class outstanding on such date and (iii) after the date of an Extension Amendment, on the Maturity Date with respect to the Extended Revolving Credit Commitments of a given Class, the aggregate principal amount of all related Extended Revolving Credit Loans of such Class outstanding on such date.

(c) Swing Line Loans. The Borrower shall repay its Swing Line Loans on the earlier to occur of (i) the date ten (10) Business Days after such Loan is made and (ii) each Maturity Date for any of the Revolving Credit Facilities (although Swing Line Loans may thereafter be reborrowed, in accordance with the terms and conditions hereof, if there are one or more Classes of Revolving Credit Commitments which remain in effect).

Section 2.08 Interest.

(a) Subject to the provisions of Section 2.08(b), (i) each Eurodollar Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurodollar Rate for such Interest Period plus the Applicable Rate for such Facility, (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable Borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate for such Facility and (iii) each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable Borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate for Revolving Credit Loans (for such purpose, after the date of an Extension Amendment, using the Applicable Rate for Non-Extended Revolving Credit Loans with respect to that portion of the principal amount of such Swing Line Loan equal to the Allocable Revolving Share of such Non-Extending Revolving Credit Lenders of the total principal amount of such Swing Line Loan and the Applicable Rates for Extended Revolving Credit Loans of one or more Classes with respect to those portions of the principal amount of such Swing Line Loan equal to the Allocable Revolving Shares of the various Classes of Extending Revolving Credit Lenders of the total principal amount of such Swing Line Loan).

(b) (i) If any amount of principal of any Loan is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(ii) If any amount (other than principal of any Loan) payable by the Borrower under any Loan Document is not paid when due, whether at stated maturity, by acceleration or otherwise, then upon the request of the Required Lenders such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(iii)) Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

(c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

Section 2.09 Fees.

(a) Commitment Fee. With respect to each Class of Revolving Credit Commitments in respect of any applicable Facility, the Borrower shall pay to the Administrative Agent (i) for any period prior to the date on which an Extension Amendment becomes effective, for the account of each Revolving Credit Lender for such Facility in accordance with its Pro Rata Share, a commitment fee equal to the Applicable Rate with respect to commitment fees then

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in effect for the applicable Class of Revolving Credit Commitments times the actual daily amount by which the aggregate Revolving Credit Commitments for such Facility exceeds the sum of (A) the Outstanding Amount of Revolving Credit Loans under such Facility and (B) the Outstanding Amount of L/C Obligations for such Facility and (ii) for any period after the date on which an Extension Amendment becomes effective, for the account of each Non-Extending Revolving Credit Lender and each Extending Revolving Credit Lender in accordance with its Other Allocable Share of the Non-Extended Revolving Credit Commitments and the Extended Revolving Credit Commitments, respectively, a commitment fee equal to the Applicable Rate with respect to commitment fees in respect of such Non-Extended Revolving Credit Commitments or the Extended Revolving Credit Commitments, as the case may be, times the Allocable Revolving Share of the Non-Extending Revolving Credit Lenders or the Extending Revolving Credit Lenders, as the case may be, of the actual daily amount by which the aggregate Revolving Credit Commitments for such Facility exceed the sum of (A) the Outstanding Amount of Revolving Credit Loans under such Facility and (B) the Outstanding Amount of L/C Obligations under such Facility; provided that any commitment fee accrued with respect to any of the Revolving Credit Commitments under such Facility of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such commitment fee shall otherwise have been due and payable by the Borrower prior to such time; provided, further, that no commitment fee shall accrue on any of the Revolving Credit Commitments under any Facility of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The commitment fees for the Revolving Credit Facility shall accrue at all times from the Closing Date (or from the applicable date after the Closing Date on which Revolving Credit Commitments for the applicable Facility come into effect in accordance with the terms hereof) until the Original Revolving Credit Maturity Date or the applicable Maturity Date for such Facility or such applicable Facility, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the applicable Maturity Date for such Facility (and on the Maturity Date for any Non-Extended Revolving Credit Commitments (with respect to commitment fees accrued for the accounts of Non-Extending Revolving Credit Lenders) and the Maturity Date for Extended Revolving Credit Commitments (with respect to commitment fees accrued for the accounts of Extending Revolving Credit Lenders) for any such Facility in respect of which an Extension Amendment has been effected). The commitment fee shall be calculated quarterly in arrears.

(b) Upfront Fees. On the Closing Date, the Borrower shall pay upfront fees to (i) each Term Lender, which such upfront fees may take the form of original issue discount, in an amount of 1.00% of the stated principal amount of each such Lender’s Term Loans and (ii) each Revolving Credit Lender in an amount of 1.00% of the stated principal amount of such Lender’s Revolving Credit Commitment.

(c) Other Fees. The Borrower shall pay to the Agents such fees as shall have been separately agreed upon in writing (including pursuant to the Fee Letter) in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever (except as expressly agreed between the Borrower and the applicable Agent).

Section 2.10 Computation of Interest and Fees. All computations of interest for Base Rate Loans shall be made on the basis of a year of three hundred and sixty-five (365) days or three hundred and sixty-six (366) days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a three hundred and sixty (360) day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

Section 2.11 Evidence of Indebtedness. The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and evidenced by one or more entries in the Register maintained by the Administrative Agent and the Administrative Agent, acting solely for purposes of Treasury Regulation Section 5f.103-1(c), as agents for the Borrower, in each case in the ordinary course of business. The accounts or records maintained by the Administrative Agent, and each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower

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hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent and the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent and the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note or Notes payable to such Lender or its registered assigns, which shall evidence such Lender’s Loans of the applicable Class or Classes in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

Section 2.12 Payments Generally.

(a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in Same Day Funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Appropriate Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m. shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue.

(b) Except as otherwise provided herein, any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

(c) (i) Funding by Lenders; Presumption by Agents. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing of Eurodollar Rate Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 1:00 p.m. on the date of such Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of a Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount, in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

(ii) Payments by Borrower; Presumptions by Agents. Unless the Administrative Agent, shall have received notice from the Borrower prior to the time at which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the L/C Issuer, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Appropriate Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the L/C Issuer, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

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A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (c) shall be conclusive, absent manifest error.

(d) If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

(e) The obligations of the Lenders hereunder to make Loans and to fund participations in Letters of Credit and Swing Line Loans are several and not joint. The failure of any Lender to make any Loan or to fund any such participation on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan or purchase its participation.

(f) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

(g) Insufficient Funds. If at any time insufficient funds are received by and available to the Administrative Agent, to pay fully all amounts of principal, L/C Borrowings, interest and fees then due hereunder, such funds shall be applied (i) first, toward payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, toward payment of principal and L/C Borrowings then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and L/C Borrowings then due to such parties.

Section 2.13 Sharing of Payments, Etc. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of (a) Obligations in respect of any the Facilities due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender at such time to (ii) the aggregate amount of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations in respect of any of the Facilities owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing (but not due and payable) to such Lender at such time to (ii) the aggregate amount of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Parties at such time) of payment on account of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such time, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of Obligations in respect of the Facilities then due and payable to the Lenders or owing (but not due and payable) to the Lenders, as the case may be, provided that:

(i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

(ii) the provisions of this Section shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations or Swing Line Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.13 shall apply).

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The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

Section 2.14 Incremental Credit Extensions.

(a) The Borrower may at any time or from time to time after the Closing Date, by notice to (x) with respect to New Term Commitments, the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders) and (y) with respect to New Revolving Credit Commitments, the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (i) one or more additional tranches of term loans (the “Incremental Term Loans”), which may be of the same facility as any existing Term Loans (a “Term Loan Increase”) or a separate class of Term Loans (collectively with any Term Loan Increase, the “New Term Commitments”) or (ii) one or more increases in the amount of the Revolving Credit Commitments of any Class (each such increase, a “Revolving Commitment Increase” and, the commitments with respect thereto, the “New Revolving Credit Commitments”); provided that both immediately before and immediately after the effectiveness of any Incremental Amendment referred to below (or, in the case of a Permitted Acquisition, on the date of the execution of (x) the definitive agreement in connection therewith and (y) any Commitment in respect of Incremental Term Loans or New Revolving Credit Commitments therefor), no Event of Default shall exist. Each tranche of Incremental Term Loans shall be in an aggregate principal amount that is not less than $5,000,000 (provided that such amount may be less than $5,000,000 if such lesser amount is approved by the Administrative Agent or such amount represents all remaining availability under the limit set forth in the next sentence) and each New Revolving Credit Commitment shall be in an aggregate principal amount that is not less than $1,000,000. Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans, when added to the aggregate amount of New Revolving Credit Commitments and any Incremental Equivalent Debt incurred on or prior to the date of incurrence of such Incremental Term Loans and/or New Revolving Credit Commitments, as applicable, shall not exceed the Available Incremental Amount.

(b) The terms and provisions of New Revolving Credit Commitments (and the Loans in respect thereof) shall be the same as the terms and provisions of the Revolving Credit Facility and the New Revolving Credit Commitments (and the Loans in respect thereof) shall be made part of the Revolving Credit Facility.

(c) The terms and provisions of New Term Commitments (and the Loans in respect thereof), of any Class shall be as agreed between the Borrower and the lenders providing such New Term Commitments, provided that:

(i) such New Term Commitments shall rank pari passu or junior in right of payment and of security with the Term Loans made on the Closing Date, or may be unsecured,

(ii) Incremental Term Loans shall not mature earlier than the Original Term Loan Maturity Date,

(iii) Incremental Term Loans shall have a Weighted Average Life to Maturity of no less than the Weighted Average Life to Maturity as then in effect for the Term Loans,

(iv) subject to clauses (ii) and (iii) above, the amortization schedule applicable to any Incremental Term Loans shall be determined by the Borrower and the Lenders thereunder,

(v) the interest rate margin applicable to any Incremental Term Loans will be determined by the Borrower and the Lenders providing such Incremental Term Loans; provided that in the event that the All-In Yield applicable to any Incremental Term Loans which are pari passu in right of payment and security with the Term Loans made on the Closing Date and exceeds the All-In Yield of any then existing Class of

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Term Loans which is pari passu in right of payment and security with the Term Loans made on the Closing Date and at such time by more than 50 basis points, then the interest rate margins for each such Class of Term Loans shall be increased to the extent necessary so that the All-In Yield of such Term Loans is equal to the All-In Yield of such Incremental Term Loans minus 50 basis points,

(vi) the Incremental Term Loans will share ratably in right of prepayment with the Term Loans pursuant to Section 2.05(b) or otherwise; provided that the Incremental Term Loans may, as the Borrower and the lenders in respect thereof may determine in their sole discretion, be afforded lesser payments, and

(vii) except as set forth above, the material terms of any such New Term Commitments (and the Loans in respect thereof) shall be consistent with the Term Loans; provided that (A) except as provided in the preceding clauses (i) through (vi), the terms and conditions applicable to such New Term Commitments may be materially different from those of the Term Loans to the extent such differences are reasonably acceptable to the Administrative Agent and (B) the interest rates and amortization schedule applicable to the Incremental Term Loans shall be determined by the Borrower and the lenders thereof.

(d) Each notice from the Borrower pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or New Revolving Credit Commitments and the date on which the Borrower proposes that the same shall be effective (each, an “Incremental Amount Date”). Incremental Term Loans may be made, and New Revolving Credit Commitments may be provided, by any existing Lender or by any Additional Lender; provided that the Administrative Agent shall have consented (not to be unreasonably withheld or delayed) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such New Revolving Credit Commitments if such consent would be required under Section 10.07(b) for an assignment of Loans or Revolving Credit Commitments, as applicable, to such Lender or Additional Lender. Commitments in respect of Incremental Term Loans and New Revolving Credit Commitments shall become Commitments (or in the case of New Revolving Credit Commitments to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.14. The effectiveness of (and, in the case of any Incremental Amendment for an Incremental Term Loan or New Revolving Credit Commitments, any Credit Extension under) any Incremental Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions as the parties thereto shall agree, including, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent, of (a) (i) customary officer’s certificates and board resolutions and (ii) customary opinions of counsel to the Loan Parties, in each case, consistent with those delivered on the Closing Date (other than changes to legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent) and (b) supplemental or reaffirmation agreements and/or such amendments to the Collateral Documents and/or the Guaranty as may be reasonably requested by the Administrative Agent (including Mortgage amendments) in order to ensure that any New Term Commitment or New Revolving Credit Commitments (as applicable) are provided with the benefit of the applicable Loan Documents. The Borrower shall use the proceeds of the Incremental Term Loans, New Revolving Credit Commitments and Letters of Credit issued pursuant to any New Revolving Credit Commitments for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or New Revolving Credit Commitments, unless it so agrees.

(e) Upon each increase in the Revolving Credit Commitments pursuant to this Section 2.14, (A) each Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Commitment Increase (each, a “Revolving Credit Commitment Increase Lender”) in respect of such increase, and each such Revolving Credit Commitment Increase Lender will automatically and without further act be deemed to have assumed a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit, as the case may be, and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swing Line Loans held by each Revolving Credit Lender (including each such Revolving Credit Commitment Increase Lender)

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will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (B) if, on the date of such increase, there are any Revolving Credit Loans outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

(f) Any New Term Commitment may be designated a separate Class of New Term Commitments for all purposes of this Agreement. This Section 2.14 shall supersede any provisions in Section 2.05, Section 2.12, Section 2.13 or Section 10.01 to the contrary.

Section 2.15 Term Loan Refinancing Amendments.

(a) At any time after the Closing Date, the Borrower may obtain, from any Lender or any Additional Lender, Credit Agreement Term Refinancing Indebtedness in respect of all or any portion of the Term Loans then outstanding under this Agreement (which for purposes of this Section 2.15 will be deemed to include any then outstanding Refinancing Term Loans, New Term Commitments or Extended Term Loans), in the form of Refinancing Term Loans or Refinancing Term Commitments in each case pursuant to a Refinancing Amendment; provided that such Credit Agreement Term Refinancing Indebtedness (i) will be fully Guaranteed pursuant to the Guaranty and will rank pari passu in right of payment and of security with the other Loans and Commitments hereunder, (ii) will have such pricing, fees, interest rate floors, funding discounts, margins, optional prepayment or redemption terms (including call protection and call premiums), conditions precedent and, subject to the requirements of the definition of Credit Agreement Term Refinancing Indebtedness, maturity and amortization schedule as may be agreed by the Borrower and the Lenders thereof, (iii) will have a later maturity date than, and will have a Weighted Average Life to Maturity equal to or greater than, the Term Loans being refinanced and (iv) will have terms and conditions (other than interest rate margins, fees, interest rate floors, funding discounts, premiums, optional prepayment or redemption terms) that are substantially identical to, or (when taken as a whole and as reasonably determined by the Borrower) are no more favorable to the lenders or holders providing such Credit Agreement Term Refinancing Indebtedness than those applicable to the Term Loans being refinanced or will be on market for such type of Indebtedness; provided, further, that the terms and conditions applicable to such Credit Agreement Term Refinancing Indebtedness may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable (x) only during periods after the Latest Maturity Date that is in effect on the date such Credit Agreement Term Refinancing Indebtedness is issued, incurred or obtained or (y) after the Maturity Date of the Term Loans being refinanced so long as consistent with similar provisions previously provided (in accordance herewith) in favor of one or more then outstanding Term Loan Refinancing Series or a Term Loan Extension Series. Any Refinancing Term Loans may participate on a pro rata basis or on a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Refinancing Amendment. Any mandatory prepayments of any Permitted Unsecured Term Refinancing Debt or Permitted Junior Secured Term Refinancing Debt may be made only after prepayments of Term Loans and Permitted Pari Passu Secured Term Refinancing Debt are made first, to the extent required, pursuant to the terms thereof. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of such conditions as the parties thereto shall agree. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment made in accordance with this Section 2.15. Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Credit Agreement Term Refinancing Indebtedness incurred pursuant thereto (including any amendments necessary to treat the Term Loans and Term Commitments subject thereto as Refinancing Term Loans and/or Refinancing Term Commitments). Each of the parties hereto hereby agrees that (A) any Refinancing Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to give effect to the provisions of this Section 2.15 and the Lenders hereby expressly and irrevocably, for the benefit of all parties hereto, authorize the Administrative Agent to enter into any such Refinancing Amendment and (B) consents to the transactions contemplated by this Section 2.15 (including, for the avoidance of doubt, payment of interest, fees or premium in respect of any Refinancing

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Term Loans on such terms as may be set forth in the relevant Refinancing Amendment). Each Lender shall be entitled to agree or decline to participate in such Refinancing Term Loans in its sole discretion. This Section 2.15 shall supersede any provisions in Section 2.05, Section 2.12, Section 2.13 or Section 10.01 to the contrary.

(b) Notwithstanding anything to the contrary contained above, following the establishment of a Term Loan Refinancing Series or a Term Loan Extension Series, the Borrower may increase the size of such Term Loan Refinancing Series or Term Loan Extension Series with Refinancing Term Loans otherwise made in accordance with this Section 2.15; provided that (A) such additional Refinancing Term Loans, (x) shall be on identical terms (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with the relevant Lenders) to those under such existing Term Loan Refinancing Series or Term Loan Extension Series, as the case may be, and (y) shall result in proportionate increases to the scheduled amortization payments otherwise owing with respect to the Term Loan Refinancing Series or Term Loan Extension Series, as the case may be and (B) any Lender which agrees to an increase pursuant to this clause (b) shall enter into a joinder agreement to the respective Refinancing Amendment or Extension Amendment, as the case may be, in form and substance reasonably satisfactory to the Administrative Agent and executed by such Lender, the Administrative Agent, the Borrower and the other Loan Parties (and the Required Lenders hereby irrevocably authorize the Administrative Agent to enter into any such joinder agreement). Notwithstanding anything to the contrary contained herein, any Loans made as provided above shall be treated as part of the Class to which such Loans are added, and shall not constitute a new Class or a new Term Loan Refinancing Series.

Section 2.16 Revolving Credit Loan Refinancing Amendments.

(a) At any time after the Closing Date, the Borrower may obtain from any Lender or any Additional Lender, Refinancing Revolving Credit Commitments (and any related Refinancing Revolving Credit Loans, swing line loans and/or letters of credit) in respect of all or any portion of the Revolving Credit Commitments (and any related Revolving Credit Loans, Swing Line Loans and/or Letters of Credit) then outstanding under this Agreement, in each case pursuant to a Refinancing Amendment; provided that such Refinancing Revolving Credit Commitments (i) constitute Credit Agreement Revolving Credit Refinancing Indebtedness (and meet the requirements of the definition thereof), (ii) will be fully Guaranteed pursuant to the Guaranty and rank pari passu in right of payment and of security with the other Loans and Commitments hereunder, (iii) will have such pricing, fees, interest rate floors, funding discounts, margins, optional prepayment or redemption terms (including call protection and call premiums), conditions precedent and, subject to the requirements of the definition of Credit Agreement Revolving Credit Refinancing Indebtedness, maturity and amortization schedule as may be agreed by the Borrower and the Lenders thereof, (iv) each Class of Refinancing Revolving Credit Loans so established shall be prepaid and repaid in accordance with the payment application provisions of Sections 2.05(a) and (b) (as in effect on the Closing Date and without regard to any Refinancing Amendment), except as may otherwise be agreed to by the Lenders and Additional Lenders providing such Refinancing Revolving Credit Commitments in the respective Refinancing Amendment (but only to the extent such agreement results in a waiver by such Lenders or Additional Lenders of any share of any applicable prepayment or repayment to which they would otherwise be entitled), and (v) except as provided in clauses (iii) and (iv) above or as provided below, shall have covenants, events of default and other terms which are substantially identical to, or less favorable to the Lenders of such Refinancing Revolving Credit Loans than, the Refinanced Revolving Credit Debt or shall be on market terms for such type of Indebtedness; provided, further, that the terms and conditions applicable to such Refinancing Revolving Credit Commitments may provide for any additional or different financial or other covenants or other provisions that are agreed between the Borrower and the Lenders thereof and applicable (x) only during periods after the Latest Maturity Date that is in effect for any Revolving Credit Commitments then outstanding immediately prior to the incurrence or establishment of the respective Refinancing Revolving Credit Commitments or (y) after the maturity of the Refinanced Revolving Credit Debt so long as consistent with similar provisions previously provided (in accordance herewith) in favor of one or more then outstanding Revolving Credit Loan Extension Series or Term Loan Extension Series. The effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof of such conditions as the parties thereto shall agree. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment made in accordance with this Section 2.16. Each of the parties hereto hereby (A) agrees that this Agreement and the other Loans Documents may be amended pursuant to a Refinancing Amendment, without the consent of any other Lenders (notwithstanding anything to the contrary set forth in Section 10.01), to the extent reasonably required to (i) reflect the existence and terms of the Refinancing Revolving Credit Commitments incurred pursuant thereto (including any amendments necessary to treat the Revolving Credit Loans and Revolving Credit Commitments subject thereto as Refinancing Revolving Credit

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Loans and/or Refinancing Revolving Credit Commitments), (ii) provide certain class protection to the Lenders and Additional Lenders providing such Refinancing Revolving Credit Commitments with respect to voluntary prepayments and mandatory prepayments (and reflect any waivers of any such prepayments), and (iii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to give effect to the provisions of this Section 2.16, and the Lenders hereby expressly and irrevocably, for the benefit of all parties hereto, authorize the Administrative Agent to enter into any such Refinancing Amendment and (B) consents to the transactions contemplated by this Section 2.16 (including, for the avoidance of doubt, payment of interest, fees or premium in respect of any Refinancing Revolving Credit Commitments on such terms as may be set forth in the relevant Refinancing Amendment). Each Lender shall be entitled to agree or decline to participate in such Refinancing Revolving Credit Loans in its sole discretion. This Section 2.16 shall supersede any provisions in Section 2.05, Section 2.12, Section 2.13 or Section 10.01 to the contrary.

(b) Notwithstanding anything to the contrary contained above, following the establishment of a Revolving Credit Loan Refinancing Series or a Revolving Credit Loan Extension Series, the Borrower may increase the size of such Revolving Credit Loan Refinancing Series or Revolving Credit Loan Extension Series with Refinancing Revolving Credit Commitments otherwise made in accordance with this Section 2.16; provided that (A) such additional Refinancing Revolving Credit Commitments, (x) shall be on identical terms (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with the relevant Lenders) to those under such existing Revolving Credit Loan Refinancing Series or Revolving Credit Loan Extension Series, as the case may be, and (y) shall result in proportionate increases to the scheduled commitment reductions, if any, otherwise owing with respect to the Revolving Credit Loan Refinancing Series or Revolving Credit Loan Extension Series, as the case may be and (B) any Lender which agrees to an increase pursuant to this clause (b) shall enter into a joinder agreement to the respective Refinancing Amendment or Extension Amendment, as the case may be, in form and substance reasonably satisfactory to the Administrative Agent and executed by such Lender, the Administrative Agent, the Borrower and the other Loan Parties (and the Required Lenders hereby irrevocably authorize the Administrative Agent to enter into any such joinder agreement). Notwithstanding anything to the contrary contained herein, any Refinancing Revolving Credit Commitments established as provided above shall be treated as part of the Class to which such Refinancing Revolving Credit Commitments are added, and shall not constitute a new Class or a new Revolving Credit Loan Refinancing Series.

Section 2.17 Extended Term Loans.

(a) The Borrower may at any time and from time to time request that all or a portion of the Term Loans of a given Class (each, an “Existing Term Loan Facility”) be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or a portion of any principal amount of such Loans (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.17. In order to establish any Extended Term Loans, the Borrower shall provide an Extension Request to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Facility) setting forth the proposed terms of the Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under such applicable Existing Term Loan Facility (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with the relevant Lenders) and offered pro rata to each Lender under such Existing Term Loan Facility and (y) be identical to the Term Loans under the Existing Term Loan Facility from which such Extended Term Loans are to be converted, except that: (i) the scheduled amortization payments of principal, if any, and/or scheduled final maturity date of the Extended Term Loans shall be as set forth in the applicable Extension Amendment, subject to the provisos below, (ii) the All-In Yield with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, funding discounts, OID, prepayment premiums or otherwise) may be different than the All-In Yield for the Term Loans of such Existing Term Loan Facility, in each case, to the extent provided in the applicable Extension Amendment, (iii) the applicable Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and (iv) Extended Term Loans may have optional prepayment terms (including call protection and prepayment premiums) and mandatory repayment terms (other than as to scheduled amortization and final maturity date) as may be agreed by the Borrower and the Lenders thereof; provided that no Extended Term Loans may be optionally prepaid or mandatorily repaid (other than scheduled amortizations) prior to the date on which all Term Loans with an earlier final stated

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maturity (including Term Loans under the Existing Term Loan Facility from which they were converted) are repaid in full, unless such prepayment or repayment is in accordance with the theretofore existing provisions of this Agreement or is accompanied by at least a pro rata prepayment or repayment of such other Term Loans, as applicable; provided, further, that (A) in no event shall the final maturity date of any Extended Term Loans of a given Term Loan Extension Series at the time of establishment thereof be earlier than the later of (x) the final maturity of the Existing Term Loan Facility being extended or (y) the maturity date then applicable to the then latest maturing tranche of outstanding Revolving Credit Commitments or Refinancing Revolving Credit Commitments then outstanding under this Agreement and (B) scheduled amortization applicable to such Extended Term Loans shall not exceed (or occur on different dates than) the scheduled amortization (exclusive of payments required at maturity) which previously applied to the Term Loans that are being extended (which regular amortization in the same amounts may continue after the date referenced in clause (x) below) at any time prior to the later of (x) the final maturity of the Existing Term Loan Facility being extended or (y) the maturity date then applicable to the then latest maturing Class of Revolving Credit Commitments or Refinancing Revolving Credit Commitments then outstanding under this Agreement. Any Class of Extended Term Loans converted pursuant to any Extension Request shall be designated a series (each, a “Term Loan Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans converted from an Existing Term Loan Facility may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Term Loan Extension Series with respect to such Existing Term Loan Facility (in which case scheduled amortization with respect thereto shall be proportionally increased).

(b) The Borrower shall provide the applicable Extension Request (which may be in the form of a term sheet posted to a website for the benefit of the Lenders) at least five (5) Business Days prior to the date on which Lenders under the Existing Term Loan Facility are requested to respond (although any changes to terms previously announced shall only require two (2) Business Days’ notice), and shall agree to such procedures, if any, as may be reasonably requested by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.17. No Lender shall have any obligation to agree to have any of its Term Loans of any Existing Term Loan Facility converted into Extended Term Loans pursuant to any Extension Request or offer made pursuant to clause (e) below. Any Lender (each, an “Extending Term Lender”) wishing to have all or a portion of its Term Loans under the Existing Term Loan Facility subject to such Extension Request converted into Extended Term Loans shall notify the Administrative Agent (each, a “Term Loan Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Term Loans under the Existing Term Loan Facility which it has elected to request be converted into Extended Term Loans (subject to any customary minimum denomination requirements imposed by the Administrative Agent). In the event that the aggregate principal amount of Term Loans under the Existing Term Loan Facility in respect of which applicable Term Lenders shall have accepted the relevant Extension Request exceeds the amount of Extended Term Loans requested to be extended pursuant to the Extension Request, Term Loans subject to Term Loan Extension Elections shall be converted to Extended Term Loans on a pro rata basis (subject to rounding by the Administrative Agent, which shall be conclusive) based on the aggregate principal amount of Term Loans included in each such Term Loan Extension Election.

(c) Extended Term Loans shall be established pursuant to an Extension Amendment amending the terms of this Agreement among the Borrower, the Loan Parties, the Administrative Agent and each Extending Term Lender providing an Extended Term Loan thereunder, which shall be consistent with the provisions set forth in Section 2.17(a) above. Each such Extension Amendment shall include representations (x) as to the accuracy of representations and warranties set forth in Article V of this Agreement and in the other Loan Documents in all material respects immediately before and after giving effect to such Extension Amendment and the transactions contemplated thereby and (y) that no Default or Event of Default shall have occurred and be continuing as of the effective date of such Extension Amendment, after giving effect to such Extension Amendment and the transactions contemplated thereby. The effectiveness of any Extension Amendment shall be subject to such conditions as the parties thereto shall agree. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each such Extension Amendment. Each of the parties hereto hereby (A) agrees that, notwithstanding anything to the contrary set forth in Section 10.01, this Agreement and the other Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent reasonably required to (i) reflect the existence and terms of the Extended Term Loans incurred pursuant thereto (including changes and additional terms as agreed by the relevant Lenders and permitted pursuant to Section 2.17(a)) and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section, and the Lenders hereby expressly and irrevocably, for the benefit

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of all parties hereto, authorize the Administrative Agent to enter into such Extension Amendment and (B) consents to the transactions contemplated by this Section 2.17 (including payment of interest, fees or premiums in respect of any Extended Term Loans on such terms as may be set forth in the relevant Extension Amendment).

(d) No conversion of Loans pursuant to any Term Loan Extension in accordance with this Section 2.17 shall constitute a voluntary or mandatory payment or prepayment for purposes of this Agreement.

(e) Notwithstanding anything to the contrary contained above, at any time following the establishment of a Term Loan Extension Series (and so long as the last sentence of Section 2.17(b) was not applicable thereto), the Borrower may offer any Lender of the relevant Existing Term Loan Facility (without being required to make the same offer to any or all other Lenders) who failed to make a Term Loan Extension Election in respect of all or a portion of its Term Loans on or prior to the date specified in the Extension Request relating to such Term Loan Extension Series the right to convert all or any portion of its Term Loans under the respective Existing Term Loan Facility into Extended Term Loans under such Term Loan Extension Series; provided that (A) such offer and any related acceptance (x) shall be in accordance with such procedures, if any, as may be reasonably requested by, or acceptable to, the Administrative Agent, (y) shall be on identical terms (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with the relevant Lenders) to those offered to the Lenders who agreed to convert their Term Loans under the Existing Term Loan Facility into Extended Term Loans pursuant to the respective Extension Request and (z) shall result in proportionate increases to the scheduled amortization payments otherwise owing with respect to the Term Loan Extension Series, and (B) any Lender which agrees to an extension pursuant to this clause (e) shall enter into a joinder agreement to the respective Extension Amendment in form and substance reasonably satisfactory to the Administrative Agent and the Borrower and executed by such Lender, the Administrative Agent, the Borrower and the other Loan Parties (and the Required Lenders hereby irrevocably authorize the Administrative Agent to enter into any such joinder agreement).

(f) In the event that the Administrative Agent determines in its sole discretion that the allocation of Extended Term Loans of a given Term Loan Extension Series to a given Lender was incorrectly determined as a result of manifest administrative error in the receipt and processing of a Term Loan Extension Election timely submitted by such Lender in accordance with the procedures set forth in the applicable Extension Amendment, then the Administrative Agent, the Borrower and such affected Lender may (and hereby are authorized to), in their sole discretion and without the consent of any other Lender, notwithstanding anything to the contrary set forth in Section 10.01, enter into an amendment to this Agreement and the other Loan Documents (each, a “Corrective Term Loan Extension Amendment”) within 15 days following the effective date of such Extension Amendment, which Corrective Term Loan Extension Amendment shall (i) provide for the conversion and extension of Term Loans under the applicable Existing Term Loan Facility in such amount as is required to cause such Lender to hold Extended Term Loans of the applicable Term Loan Extension Series into which such other Term Loans were initially converted, in the amount such Lender would have held had such administrative error not occurred and had such Lender received the minimum allocation of the applicable Loans or Commitments to which it was entitled under the terms of such Extension Amendment in the absence of such error, (ii) be subject to the satisfaction of such conditions as the Administrative Agent, the Borrower and such Lender may agree (including conditions of the type required to be satisfied for the effectiveness of an Extension Amendment described in Section 2.17(c)), and (iii) effect such other amendments of the type (with appropriate reference and nomenclature changes) described in the last sentence of Section 2.17(c).

(g) This Section 2.17 shall supersede any provisions in Section 2.05, Section 2.12, Section 2.13 or Section 10.01 to the contrary.

Section 2.18 Extended Revolving Credit Commitments.

(a) The Borrower may at any time and from time to time request that all or a portion of the Revolving Credit Commitments (and related Revolving Credit Loans and other related extensions of credit) of a given Class (each, an “Existing Revolving Credit Loan Facility”) be converted to extend the scheduled maturity date(s) with respect to all or a portion of such Revolving Credit Commitments (any such Revolving Credit Commitments which have been so converted, “Extended Revolving Credit Commitments,” and the revolving loans thereunder, “Extended Revolving Credit Loans”) and to provide for other terms consistent with this Section 2.18. In order to establish any Extended Revolving Credit Commitments, the Borrower shall provide an Extension Request to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing

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Revolving Credit Loan Facility) setting forth the proposed terms of the Extended Revolving Credit Commitments to be established, which shall (x) be identical as offered to each Lender under such applicable Existing Revolving Credit Loan Facility (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with the relevant Lenders) and offered pro rata to each Lender under such Existing Revolving Credit Loan Facility and (y) be identical to the Revolving Credit Commitments under the Existing Revolving Credit Loan Facility from which such Extended Revolving Credit Commitments are to be converted, except that: (i) the scheduled amortization payments, if any, of principal, scheduled or mandatory commitment reductions and/or scheduled final maturity date of the Extended Revolving Credit Loans shall be as set forth in the applicable Extension Amendment, subject to the provisos below, (ii) the All-In Yield with respect to the Extended Revolving Credit Loans (whether in the form of interest rate margin, upfront fees, funding discounts, OID, prepayment premiums or otherwise) may be different than the All-In Yield for the Revolving Credit Loans of such Existing Revolving Credit Loan Facility, in each case, to the extent provided in the applicable Extension Amendment, (iii) the applicable Extension Amendment may provide for other covenants and terms that apply solely to any period after the Maturity Date which applied to the respective Existing Revolving Credit Loan Facility with respect to which the Extension Request is being made and (iv) Extended Revolving Credit Commitments may have optional prepayment terms (including call protection and prepayment premiums) and mandatory commitment reduction and repayment terms as may be agreed by the Borrower and the Lenders thereof; provided that no Extended Revolving Credit Loans or Extended Revolving Credit Commitments, as applicable, may be optionally prepaid or mandatorily repaid (other than scheduled amortizations) or subject to mandatory commitment reductions prior to the Maturity Date which applied to the respective Existing Revolving Credit Loan Facility with respect to which the Extension Request is being made, unless such prepayment, repayment and/or commitment reduction is in accordance with the theretofore existing provisions of this Agreement or is accompanied by at least a pro rata prepayment, repayment and/or commitment reduction, as the case may be, of such other Revolving Credit Loans or Revolving Credit Commitments, as applicable; provided, further, that in no event shall the final maturity date of any Extended Revolving Credit Loans of a given Revolving Credit Loan Extension Series at the time of establishment thereof be earlier than the Maturity Date which applied to the respective Existing Revolving Credit Loan Facility with respect to which the Extension Request is being made. Any Class of Extended Revolving Credit Commitments converted pursuant to any Extension Request shall be designated a series (each, a “Revolving Credit Loan Extension Series”) of Extended Revolving Credit Commitments for all purposes of this Agreement; provided that any Extended Revolving Credit Commitments converted from an Existing Revolving Credit Loan Facility may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Revolving Credit Loan Extension Series with respect to such Existing Revolving Credit Loan Facility. Each Revolving Credit Loan Extension Series of Extended Revolving Credit Commitments incurred under this Section 2.18 shall be in an aggregate amount that is not less than $5,000,000 or, if an extension on substantially similar terms is concurrently made to Revolving Credit Commitments with the same existing maturity, then the aggregate amount for such Classes of Loans extended shall not be less than $5,000,000 (unless, in either case, such extension is made pursuant to clause (e) below).

(b) The Borrower shall provide the applicable Extension Request (which may be in the form of a term sheet posted to a website for the benefit of the Lenders) at least five (5) Business Days prior to the date on which Lenders under the Existing Revolving Credit Loan Facility are requested to respond (although any changes to terms previously announced shall only require two (2) Business Days’ notice), and shall agree to such procedures, if any, as may be reasonably requested by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.18. No Lender shall have any obligation to agree to have any of its Revolving Credit Commitments of any Existing Revolving Credit Loan Facility converted into Extended Revolving Credit Commitments pursuant to any Extension Request or offer made pursuant to Section 2.18(e). Any Lender (each, an “Extending Revolving Credit Lender”) wishing to have all or a portion of its Revolving Credit Commitments under the Existing Revolving Credit Loan Facility subject to such Extension Request converted into Extended Revolving Credit Commitments shall notify the Administrative Agent (each, a “Revolving Credit Extension Election”) on or prior to the date specified in such Extension Request of the amount of its Revolving Credit Commitments under the Existing Revolving Credit Loan Facility which it has elected to request be converted into Extended Revolving Credit Commitments (subject to any customary minimum denomination requirements imposed by the Administrative Agent). In the event that the aggregate amount of Revolving Credit Commitments under the Existing Revolving Credit Loan Facility in respect of which applicable Revolving Credit Lenders shall have accepted the relevant Extension Request exceeds the amount of Extended Revolving Credit Commitments requested to be extended pursuant to the Extension Request, Revolving Credit Commitments subject to Revolving Credit Extension Elections shall be converted

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to Extended Revolving Credit Commitments on a pro rata basis (subject to rounding by the Administrative Agent, which shall be conclusive) based on the aggregate amount of Revolving Credit Commitments included in each such Revolving Credit Extension Election.

(c) Extended Revolving Credit Commitments shall be established pursuant to an Extension Amendment amending the terms of this Agreement among the Borrower, the Loan Parties, the Administrative Agent, each Extending Revolving Credit Lender providing an Extended Revolving Credit Commitment thereunder and, to the extent required by Section 10.01, the L/C Issuer and the Swing Line Lender, which shall be consistent with the provisions set forth in Section 2.18(a) and reasonably satisfactory to the Administrative Agent. Each such Extension Amendment shall include representations (x) as to the accuracy of representations and warranties set forth in Article V and in the other Loan Documents in all material respects immediately before and after giving effect to such Extension Amendment and the transactions contemplated thereby and (y) that no Default or Event of Default shall have occurred and be continuing as of the effective date of such Extension Amendment, after giving effect to such Extension Amendment and the transactions contemplated thereby. The effectiveness of any such Extension Amendment shall be subject to such conditions as the parties thereto shall agree. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each such Extension Amendment. Each of the parties hereto hereby (A) agrees that, notwithstanding anything to the contrary set forth in Section 10.01, this Agreement and the other Loan Documents may be amended pursuant to an Extension Amendment, without the consent of any other Lenders, to the extent reasonably required to (i) reflect the existence and terms of the Extended Revolving Credit Commitments incurred pursuant thereto (including changes and additional terms as agreed by the relevant Lenders and permitted pursuant to Section 2.18(a)) and (ii) effect such other amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section, and the Required Lenders hereby expressly and irrevocably, for the benefit of all parties hereto, authorize the Administrative Agent to enter into such Extension Amendment and (B) consents to the transactions contemplated by this Section 2.18 (including, for the avoidance of doubt, payment of interest, fees or premiums in respect of any Extended Revolving Credit Commitments on such terms as may be set forth in the relevant Extension Amendment).

(d) No conversion of Revolving Credit Commitments (and related Revolving Credit Loans) pursuant to any Extension Amendment in accordance with this Section 2.18 shall constitute a voluntary or mandatory payment or prepayment for purposes of this Agreement.

(e) Notwithstanding anything to the contrary contained above, at any time following the establishment of a Revolving Credit Loan Extension Series (and so long as the last sentence of Section 2.18(b) was not applicable thereto), the Borrower may offer any Lender of the relevant Existing Revolving Credit Loan Facility (without being required to make the same offer to any or all other Lenders) who failed to make a Revolving Credit Extension Election in respect of all or a portion of its Revolving Credit Commitments on or prior to the date specified in the Extension Request relating to such Revolving Credit Loan Extension Series the right to convert all or any portion of its Revolving Credit Commitments (and related extensions of credit) under the respective Existing Revolving Credit Loan Facility into Extended Revolving Credit Commitments (and related extensions of credit) under such Revolving Credit Loan Extension Series; provided that (A) such offer and any related acceptance (x) shall be in accordance with such procedures, if any, as may be reasonably requested by, or acceptable to, the Administrative Agent and (y) shall be on identical terms (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with the relevant Lenders) to those offered to the Lenders who agreed to convert their Revolving Credit Commitments under the Existing Revolving Credit Loan Facility into Extended Revolving Credit Commitments pursuant to the respective Extension Request, and (B) any Lender which agrees to an extension pursuant to this clause (e) shall enter into a joinder agreement to the respective Extension Amendment in form and substance reasonably satisfactory to the Administrative Agent and the Borrower and executed by such Lender, the Administrative Agent, the Borrower and the other Loan Parties (and the Required Lenders hereby irrevocably authorize the Administrative Agent to enter into any such joinder agreement).

(f) In the event that the Administrative Agent determines in its sole discretion that the allocation of Extended Revolving Credit Commitments of a given Revolving Credit Loan Extension Series to a given Lender was incorrectly determined as a result of manifest administrative error in the receipt and processing of a Revolving Credit Extension Election timely submitted by such Lender in accordance with the procedures set forth in the applicable Extension Amendment, then the Administrative Agent, the Borrower and such affected Lender may (and hereby are

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authorized to), in their sole discretion and without the consent of any other Lender, enter into an amendment to this Agreement and the other Loan Documents (each, a “Corrective Revolving Credit Extension Amendment”) within 15 days following the effective date of such Extension Amendment, which Corrective Revolving Credit Extension Amendment shall (i) provide for the conversion and extension of Extended Revolving Credit Commitments of the applicable Revolving Credit Loan Extension Series into which such other Revolving Credit Commitments were initially converted, in the amount such Lender would have held had such administrative error not occurred and had such Lender received the minimum allocation of the applicable Loans or Commitments to which it was entitled under the terms of such Extension Amendment in the absence of such error, (ii) be subject to the satisfaction of such conditions as the Administrative Agent, the Borrower and such Lender may agree (including conditions of the type required to be satisfied for the effectiveness of an Extension Amendment described in Section 2.18(c)), and (iii) effect such other amendments of the type (with appropriate reference and nomenclature changes) described in the last sentence of Section 2.18(c).

(g) This Section 2.18 shall supersede any provisions in Section 2.05, Section 2.12, Section 2.13 or Section 10.01 to the contrary.

Section 2.19 Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender of a given Class is a Defaulting Lender:

(a) Waivers and Amendments. That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of Required Lenders;

(b) Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent, for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise), shall not be paid or distributed to that Defaulting Lender, but will instead be retained by the Administrative Agent, in a segregated non-interest bearing account until the termination date and shall be applied at such time or times as may be reasonably determined by the Administrative Agent and the Borrower as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the L/C Issuer or Swing Line Lender hereunder; third, if so determined by the Administrative Agent or requested by the L/C Issuer, Swing Line Lender or the Borrower, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuer or Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or Swing Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth, after the termination date, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.19(b) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto;

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(c) Certain Fees. That Defaulting Lender shall not be entitled to receive any commitment fee pursuant to Section 2.09 for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender);

(d) if any Swing Line Loan Exposure or Letter of Credit Exposure exists at the time a Revolving Credit Lender of a given Class becomes a Defaulting Lender then:

(i) all or any part of such Swing Line Loan Exposure and Letter of Credit Exposure shall be reallocated, for each applicable Class or Facility, among the Revolving Credit Lenders that are Non-Defaulting Revolving Credit Lenders, in respect of such Class or Facility, in accordance with their respective Revolving Credit Percentages but only to the extent (x) the sum of the Revolving Credit Exposures of all Revolving Credit Lenders that are Non-Defaulting Revolving Credit Lenders in respect of such Class or Facility plus such Defaulting Lender’s Swing Line Loan Exposure and Letter of Credit Exposure does not exceed the aggregate amount of all Non-Defaulting Revolving Credit Lenders’ Revolving Credit Commitments for the applicable Class or Facility and (y) immediately following the reallocation to a Revolving Credit Lender that is a Non-Defaulting Lender, the Revolving Credit Exposure of such Revolving Credit Lender does not exceed its Revolving Credit Commitment for the applicable Class or Facility at such time; provided that no Default or Event of Default has occurred and is continuing at the time of such reallocation;

(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one (1) Business Days following notice by the Administrative Agent (x) first, either prepay or Cash Collateralize such Swing Line Loan Exposure and (y) second, Cash Collateralize in a manner reasonably satisfactory to the L/C Issuer such Defaulting Lender’s Letter of Credit Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in aggregate amount equal to 100% of such Defaulting Lender’s Letter of Credit Exposure for so long as such Letter of Credit Exposure is outstanding (the “Letter of Credit Back-Stop Arrangements”);

(iii) the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.03(i) with respect to such Defaulting Lender’s Letter of Credit Exposure;

(iv) if the Letter of Credit Exposure of the Non-Defaulting Lenders is reallocated pursuant to this Section 2.19(d), then the fees payable to the Revolving Credit Lenders of the applicable Class pursuant to Section 2.03(i) shall be adjusted in accordance with such Non-Defaulting Lenders’ Revolving Credit Percentages; and

(v) if any Defaulting Lender’s Letter of Credit Exposure is neither Cash Collateralized nor reallocated pursuant to this Section 2.19(d), then, without prejudice to any rights or remedies of the L/C Issuer or any Revolving Credit Lender hereunder, all letter of credit fees payable under Section 2.03(i) with respect to such Defaulting Lender’s Letter of Credit Exposure shall be payable to the L/C Issuer until such Letter of Credit Exposure is Cash Collateralized and/or reallocated;

(e) notwithstanding anything to the contrary contained in Section 2.03 or Section 2.04, so long as any Revolving Credit Lender is a Defaulting Lender (i) the Swing Line Lender shall not be required to fund any Swing Line Loan and the L/C Issuer shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure will be 100% covered by the Revolving Credit Commitments of the Non-Defaulting Lenders and/or Cash Collateral has been provided by the Borrower in accordance with Section 2.03(g) and Section 2.19(d), and (ii) participating interests in any such newly issued or increased Letter of Credit or newly made Swing Line Loan shall be allocated among Revolving Credit Lenders of the applicable Class that are Non-Defaulting Lenders in a manner consistent with Section 2.19(d)(i) (and Defaulting Lenders shall not participate therein); and

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(f) In the event that the Administrative Agent, the Borrower, the L/C Issuer and the Swing Line Lender each agrees that a Defaulting Lender has adequately remedied all matters that caused such Revolving Credit Lender to be a Defaulting Lender, then (i) the Swing Line Loan Exposure and Letter of Credit Exposure of the Revolving Credit Lenders of the applicable Class shall be readjusted to reflect the inclusion of such Revolving Credit Lender’s Revolving Credit Commitments and on such date such Revolving Credit Lender shall purchase at par such of the Revolving Credit Loans of the other Revolving Credit Lenders (other than Swing Line Loans) as the Administrative Agent shall determine may be necessary in order for such Revolving Credit Lender to hold such Revolving Credit Loans in accordance with its Revolving Credit Percentage (provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender) and (ii) so long as no Event of Default then exists, all funds held as Cash Collateral shall thereafter be promptly returned to the Borrower. If the Revolving Credit Commitments have been terminated, all other Obligations in respect of the Revolving Credit Facility have been paid in full and no Letters of Credit are outstanding, then all funds held as Cash Collateral shall thereafter be promptly returned to the Borrower.

ARTICLE III

TAXES, INCREASED COSTS PROTECTION AND ILLEGALITY

Section 3.01 Taxes.

(a) Payments Free of Taxes. Any and all payments by or on account of any Loan Party hereunder or under any other Loan Document shall (except to the extent required by applicable Law) be made free and clear of, and without any deduction or withholding on account of, any Taxes; provided that if any Loan Party or any other applicable withholding agent shall be required by applicable Law to deduct any Taxes from or in respect of any sum paid or payable by any Loan Party under any of the Loan Documents, then (i) the applicable Loan Party or other applicable withholding agent shall make such deduction and pay to the relevant Governmental Authority in accordance with applicable Law any such Tax before the date on which penalties attach thereto, (ii) if the Tax in question is an Indemnified Tax or Other Tax, the sum payable by the applicable Loan Party shall be increased as necessary so that after all required deductions have been made (including deductions applicable to additional sums payable under this Section 3.01) each Lender (or, in the case of a payment made to the Administrative Agent for its own account, the Administrative Agent) receives an amount equal to the sum it would have received had no such deductions been made, and (iii) within thirty days after the date of such payment, if a Loan Party is the applicable withholding agent, the Borrower shall deliver to the Administrative Agent or Lender (as the case may be) evidence reasonably satisfactory to the Administrative Agent or Lender (as the case may be) of such deduction and of the remittance thereof to the relevant Governmental Authority.

(b) Payment of Other Taxes by the Borrower. Without limiting the provisions of paragraph (a) above, the Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable Law.

(c) Indemnification by the Borrower. The Loan Parties shall, jointly and severally, indemnify the Administrative Agent and each Lender (each a “Tax Indemnitee”), within ten (10) days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable by such Tax Indemnitee, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability prepared in good faith and delivered to the Borrower by a Tax Indemnitee (or by the Administrative Agent on behalf of a Tax Indemnitee), shall be conclusive absent manifest error.

(d) Status of Lenders. Each Lender shall, at such times as are reasonably requested by the Borrower or the Administrative Agent, provide the Borrower and the Administrative Agent with any documentation prescribed by laws or reasonably requested by the Borrower or the Administrative Agent certifying as to any entitlement of such

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Lender to an exemption from, or reduction in, any applicable withholding Tax with respect to any payments to be made to such Lender under any Loan Document. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Each such Lender shall, whenever a lapse in time or change in circumstances renders any such documentation (including any specific documentation required below in this Section 3.01(d)) obsolete, expired or inaccurate in any respect, deliver promptly to the Borrower and the Administrative Agent updated or other appropriate documentation (including any new documentation reasonably requested by the Borrower or the Administrative Agent) or promptly notify the Borrower and the Administrative Agent in writing of its legal ineligibility to do so. Each Lender hereby authorizes the Administrative Agent to deliver to the Borrower and to any successor Administrative Agent any documentation provided to the Administrative Agent pursuant to this Section 3.01(d).

Without limiting the foregoing:

(1) each U.S. Lender shall deliver to the Borrower and the Administrative Agent on or before the date on which it becomes a party to this Agreement two properly completed and duly signed original copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding.

(2) each Foreign Lender shall deliver to the Borrower and the Administrative Agent on or before the date on which it becomes a party to this Agreement whichever of the following is applicable:

(A) in the case of a Foreign Lender claiming benefits of an income tax treaty to which the United States is a party, two properly completed and duly signed original copies of IRS Form W-8BEN or W-8BEN-E (or any successor forms) claiming eligibility for the benefits of an income tax treaty to which the United States is a party,

(B) two properly completed and duly signed original copies of IRS Form W-8ECI (or any successor forms),

(C) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 871(h) or Section 881(c) of the Code, (A) two properly completed and duly signed certificates substantially in the form of Exhibit I to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code and that no payments in connection with any Loan Document are effectively connected with the Foreign Lender’s conduct of a U.S. trade or business (any such certificate, a “United States Tax Compliance Certificate”) and (B) two properly completed and duly signed original copies of IRS Form W-8BEN or W-8BEN-E (or any successor forms),

(D) to the extent a Foreign Lender is not the beneficial owner (for example, where the Foreign Lender is a partnership or a participating Lender), IRS Form W-8IMY (or any successor forms) of the Foreign Lender, accompanied by a Form W-8ECI, W-8BEN or W-8BEN-E, United States Tax Compliance Certificate substantially in the form of Exhibit I, Form W-9, Form W-8IMY or any other required information (or any successor forms) from each beneficial owner that would be required under this Section 3.01(d) if such beneficial owner were a Lender, as applicable (provided that if the Foreign Lender is a partnership (and not a participating Lender) and one or more direct or indirect partners are claiming the portfolio interest exemption, a United States Tax Compliance Certificate substantially in the form of Exhibit I may be provided by such Foreign Lender on behalf of such direct or indirect partner(s)), or

(E) two properly completed and duly signed original copies of any other form prescribed by applicable U.S. federal income tax laws (including the Treasury Regulations) as a basis for claiming a complete exemption from, or a reduction in, United States federal withholding Tax on any payments to such Lender under the Loan Documents.

(3) If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Sections 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their FATCA obligations, to determine whether such Lender has or has not complied with such Lender’s FATCA obligations and, if necessary, to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (3), “FATCA” shall include any amendments to FATCA after the date of this Agreement.

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Notwithstanding any other provision of this Section 3.01(d), a Lender shall not be required to deliver any documentation that such Lender is not legally eligible to deliver.

(e) Treatment of Certain Refunds. If and to the extent that a Tax Indemnitee determines, in its sole discretion, exercised in good faith, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified or received additional amounts pursuant to this Section 3.01, then such Tax Indemnitee shall pay to relevant Loan Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, under this Section 3.01 with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Tax Indemnitee (including any Taxes) and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the applicable Loan Party, upon the request of the Tax Indemnitee, agrees to promptly repay the amount paid over pursuant to this Section 3.01(e) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to such Tax Indemnitee in the event that such Tax Indemnitee is required to repay such refund to such Governmental Authority. This paragraph shall not be construed to require a Tax Indemnitee to make available its Tax returns (or any other information relating to its Taxes which it deems confidential) to any Loan Party or any other Person.

(f) For the avoidance of doubt, the term “Lender” shall, for purposes of this Section 3.01, include the L/C Issuer and any Swing Line Lender.

(g) The Administrative Agent shall deliver to the Borrower on or prior to the date on which such Administrative Agent becomes Administrative Agent under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower) two properly completed and duly signed original copies of whichever of the following is applicable: (1) if the Administrative Agent is a “United States person” as defined in Section 7701(a)(30) of the Code, IRS Form W-9 certifying that the Administrative Agent is exempt from U.S. federal backup withholding or (2) if the Administrative Agent is not a “United States person” as defined in Section 7701(a)(30) of the Code, (A) IRS Form W-8ECI (or any successor forms) with respect to payments received for its own account and (B) IRS Form W-8IMY (or any successor forms) with respect to payments received by it on behalf of the Lenders, certifying that the Administrative Agent is a U.S. branch and may be treated as a United States person for purposes of applicable U.S. federal withholding Tax. Notwithstanding any other provision of this Section 3.01(g), an Administrative Agent shall not be required to deliver any documentation that such Administrative Agent is not legally eligible to deliver as a result of a Change in Law after the Closing Date.

Section 3.02 Illegality. If any Lender reasonably determines that due to any Change in Law after the Closing Date it is unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Eurodollar Rate (whether denominated in Dollars or an Alternative Currency), or to determine or charge interest rates based upon the Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any obligation of such Lender to make or continue Eurodollar Rate Loans in the affected currency or currencies or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate, the interest rate on which Base Rate Loans of such Lender, shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower

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shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollars, convert all of such Lender’s Eurodollar Rate Loans to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Eurodollar Rate, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the Eurodollar Rate component thereof until the Administrative Agent are advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Eurodollar Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due, if any, in connection with such prepayment or conversion under Section 3.05. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Section 3.03 Inability to Determine Rates. If the Required Lenders reasonably determine that for any reason, adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan, or that the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or that deposits are not being offered to banks in the relevant interbank market for the applicable amount and the Interest Period of such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended until the Administrative Agent(upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein.

Section 3.04 Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans, Etc.

(a) Increased Costs Generally. If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender;

(ii) subject any Lender to any Tax of any kind whatsoever with respect to this Agreement or any Loan made by or Letter of Credit provided by it, or change the basis of taxation of payments to such Lender in respect thereof (except for (x) Indemnified Taxes (or Other Taxes) indemnifiable under Section 3.01 or (y) Excluded Taxes); or

(iii) (A) impose on any Lender any increase in the cost to such Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Loans or (as the case may be) issuing or participating in Letters of Credit, or (B) cause a reduction in the amount received or receivable by any Lender in connection with any of the foregoing, that is not otherwise accounted for in the definition of Eurodollar Rate (excluding for purposes of this Section 3.04(a) any such increased costs or reduction in amount resulting from (i) reserve requirements contemplated by Section 3.04(d) and (ii) the requirements of the Bank of England and the Financial Services Authority or the European Central Bank reflected in the Mandatory Cost, other than as set forth below);

or if the Mandatory Cost, as calculated hereunder, does not represent the cost to such Lender of complying with the requirements of the Bank of England and/or the Financial Services Authority or the European Central Bank in relation to its making, funding or maintaining of Eurodollar Rate Loans or issuing or participating in Letters of Credit, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate or issuing or participating in any Letters of Credit (or of maintaining its obligation to make any such Loan or issue or participate in any such Letter of Credit), or to

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reduce the amount of any sum received or receivable by such Lender (whether of principal, interest or any other amount) then, from time to time within fifteen (15) days after demand by such Lender setting forth in reasonable detail such increased costs or such reduction in amount (with a copy of such demand to the Administrative Agent), the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered or, if applicable, the portion of such cost that is not represented by the Mandatory Cost. At any time that any Eurodollar Rate Loan is affected by the circumstances described in this Section 3.04(a), the Borrower may, subject to Section 3.05, either (i) if the affected Eurodollar Rate Loan is then being made pursuant to a Borrowing, cancel such Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower receives any such demand from such Lender or (ii) if the affected Eurodollar Rate Loan is then outstanding, upon at least three Business Days’ notice to the Administrative Agent, require the affected Lender to convert such Eurodollar Rate Loan into a Base Rate Loan, if applicable.

(b) Capital Requirements. If any Lender reasonably determines that a Change in Law after the Closing Date, or compliance by such Lender (or its Lending Office) therewith, has the effect of reducing the rate of return on the capital of such Lender, or any corporation or holding company controlling such Lender as a consequence of such Lender’s obligations hereunder (taking into consideration its policies and the policies of such Lender’s holding company with respect to liquidity and capital adequacy), then from time to time upon demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent), the Borrower will pay to such Lender, as the case may be, such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.

(c) Certificates for Reimbursement. Subject to Section 3.06(b), a certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in subclause (a) or (b) of this Section 3.04 and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender, as the case may be, the amount shown as due on any such certificate within fifteen (15) days after receipt thereof.

(d) Reserves on Eurodollar Rate Borrowings. The Borrower shall pay to each Lender, (i) as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurodollar funds or deposits, additional interest on the unpaid principal amount of each Eurodollar Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive in the absence of manifest error), and (ii) as long as such Lender shall be required to comply with any reserve ratio requirement or analogous requirement of any other central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments or the funding of the Eurodollar Rate Loans, such additional costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated to such Commitment or Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive absent manifest error) which in each case shall be due and payable on each date on which interest is payable on such Loan; provided the Borrower shall have received at least fifteen (15) days’ prior notice (with a copy to the Administrative Agent) of such additional interest or cost from such Lender. If a Lender fails to give notice fifteen (15) days prior to the relevant Interest Payment Date, such additional interest or cost shall be due and payable fifteen (15) days from receipt of such notice.

(e) Delay in Requests. Subject to Section 3.06(b), failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 3.04 shall not constitute a waiver of such Lender’s right to demand such compensation.

(f) Mitigation. If any Lender requests compensation under this Section 3.04, then such Lender will, if requested by the Borrower, use commercially reasonable efforts to designate another Lending Office for any Loan or Letter of Credit affected by such event; provided that such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Lending Office(s) to suffer no material economic, legal or regulatory disadvantage; provided, further, that nothing in this Section 3.04(f) shall affect or postpone any of the Obligations of the Borrower or the rights of such Lender pursuant to Section 3.04(a), (b), (c), (d) or (e).

Section 3.05 Funding Losses. Upon written demand of any Lender (with a copy to the Administrative Agent) from time to time, which demand shall set forth in reasonable detail the basis for requesting such amount, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense (but excluding, for the avoidance of doubt, any lost profits) incurred by it as a result of:

(a) any continuation, conversion, payment or prepayment of any Eurodollar Rate Loan on a day prior to the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);

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(b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Eurodollar Rate Loan on the date or in the amount notified by the Borrower; or

(c) any assignment of a Eurodollar Rate Loan on a day prior to the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 3.07, including any loss or expense (excluding loss of anticipated profits or margin) actually incurred by reason of the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained.

Section 3.06 Matters Applicable to All Requests for Compensation.

(a) Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or Section 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender in any material economic, legal or regulatory respect.

(b) Any Agent or any Lender claiming compensation under this Article III shall deliver a certificate to the Borrower setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of demonstrable error. In determining such amounts such Agent or such Lender may use any reasonable averaging and attribution methods. With respect to any Agent’s or Lenders claim for compensation under Section 3.02, Section 3.03 or Section 3.04, the Borrower shall not be required to compensate such Agent or Lender for any amount incurred more than one hundred and eighty (180) days prior to the date that such Lender notifies the Borrower of the event that gives rise to such claim; provided that if the circumstance giving rise to such claim is retroactive, then such 180-day period referred to above shall be extended to include the period of retroactive effect thereof. No Lender shall demand compensation pursuant to this Article III unless such Lender is generally making corresponding demands on similar types of borrowers for similar amounts pursuant to similar provisions in other loan documents to which such Lender is a party (other than pursuant to Section 3.01).

(c) Suspension of Lender Obligations. If any Lender requests compensation by the Borrower under Section 3.04, the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or continue Eurodollar Rate Loans from one Interest Period to another Interest Period, or to convert Base Rate Loans into Eurodollar Rate Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.06(d) shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested.

(d) If the obligation of any Lender to make or continue from one Interest Period to another Interest Period any Eurodollar Rate Loan, or to convert Base Rate Loans into Eurodollar Rate Loans shall be suspended pursuant to Section 3.06(c), such Lender’s Eurodollar Rate Loans shall be automatically converted into Base Rate Loans on the last day(s) of the then current Interest Period(s) for such Eurodollar Rate Loans (or, in the case of an immediate conversion required by Section 3.02, on such earlier date as required by Law) and, unless and until such Lender gives notice as provided below that the circumstances specified in Section 3.01, Section 3.02, Section 3.03 or Section 3.04 that gave rise to such conversion no longer exist:

(i) to the extent that such Lender’s Eurodollar Rate Loans have been so converted, all payments and prepayments of principal that would otherwise be applied to such Lender’s Eurodollar Rate Loans shall be applied instead to its Base Rate Loans; and

(ii) all Loans that would otherwise be made or continued from one Interest Period to another Interest Period by such Lender as Eurodollar Rate Loans shall be made or continued instead as Base Rate Loans, and all Base Rate Loans of such Lender that would otherwise be converted into Eurodollar Rate Loans shall remain as Base Rate Loans.

(e) Conversion of Eurodollar Rate Loans. If any Lender gives notice to the Borrower (with a copy to the Administrative Agent) that the circumstances specified in Section 3.02, 3.03 or 3.04 hereof that gave rise to the conversion of such Lender’s Eurodollar Rate Loans no longer exist (which such Lender agrees to do promptly upon such circumstances ceasing to exist) at a time when Eurodollar Rate Loans made by other Lenders are outstanding, such Lender’s Base Rate Loans shall be automatically converted, on the first day(s) of the next succeeding Interest Period(s) for such outstanding Eurodollar Rate Loans, to the extent necessary so that, after giving effect thereto, all Loans of a given Class held by the Lenders of such Class holding Eurodollar Rate Loans and by such Lender are held pro rata (as to principal amounts, interest rate basis, and Interest Periods) in accordance with their respective Pro Rata Shares.

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Section 3.07 Replacement of Lenders under Certain Circumstances. If (i) any Lender becomes a Defaulting Lender, (ii) any Lender requests compensation under Section 3.04 or ceases to make Eurodollar Rate Loans as a result of any condition described in Section 3.02 or Section 3.04, (iii) the Borrower is required to pay any additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, (iv) any Lender is a Non-Consenting Lender or (v) any other circumstance exists hereunder that gives the Borrower the right to replace a Lender as a party hereto, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.07), all of its interests, rights and obligations under this Agreement and the related Loan Documents to one or more Eligible Assignees (none of whom shall be a Defaulting Lender) that shall assume such obligations (any of which assignee may be another Lender, if a Lender accepts such assignment); provided that:

(a) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 10.07(b)(iv);

(b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts payable under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);

(c) such Lender being replaced pursuant to this Section 3.07 shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans, and (ii) deliver any Notes evidencing such Loans to the Borrower or Administrative Agent (or a lost or destroyed note indemnity in lieu thereof); provided that the failure of any such Lender to execute an Assignment and Assumption and/or to deliver such Notes shall not render such sale and purchase (and the corresponding assignment) invalid and such assignment shall be recorded in the Register and the Notes shall be deemed to be canceled upon such failure;

(d) pursuant to any Assignment and Assumption executed pursuant to Section 3.07(c), (A) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans and participations in L/C Obligations and Swing Line Loans, (B) all obligations of the Borrower owing to the assigning Lender relating to the Loans and participations so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (C) upon such payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender;

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(e) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; and

(f) such assignment does not conflict with applicable Laws.

In the event that (i) the Borrower or the Administrative Agent has requested that the Lenders consent to a departure, termination, discharge or waiver of any provisions of the Loan Documents or agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of each Lender, all affected Lenders or all the Lenders in accordance with the terms of Section 10.01 with respect to a certain Class or Classes of the Loans and (iii) the Required Lenders or Required Facility Lenders, as applicable, have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender.”

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Section 3.08 Survival. All of the Borrower’s obligations under this Article III shall survive termination of the Aggregate Commitments, repayment of all other Obligations hereunder and resignation of the Administrative Agent or the Collateral Agent.

ARTICLE IV

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

Section 4.01 Conditions to Initial Credit Extension. The obligation of each Lender to make its initial Credit Extension hereunder on the Closing Date is subject to satisfaction of each of the following conditions precedent:

(a) The Administrative Agent’s receipt of the following, each of which shall be originals (or facsimiles or copies in.pdf format) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party:

(i) a Loan Notice and, if applicable, a Letter of Credit Application, as applicable, relating to the initial Credit Extensions;

(ii) executed counterparts of this Agreement duly executed by each of the Loan Parties party hereto;

(iii) each Collateral Document set forth on Schedule 1.01A required to be executed on the Closing Date as indicated on such schedule, duly executed by each Loan Party that is party thereto, together with:

(1) certificates, if any, representing the Pledged Securities referred to therein accompanied by undated stock powers executed in blank and Material Debt Instruments indorsed in blank; and

(2) to the extent required under Section 6.11, evidence that all other actions, recordings and filings (including UCC financing statements) required by the Collateral Documents have been taken, completed or otherwise provided for thereunder and as provided for therein and, if applicable, be in proper form for filing;

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(iv) such certificates of good standing or status from the applicable secretary of state (or equivalent authority) of the jurisdiction of organization of each Loan Party (to the extent applicable), certificates of customary resolutions or other customary action, incumbency certificates and/or other customary certificates of Responsible Officers of each Loan Party evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date and, in the case of the Borrower including certification by a Responsible Officer of the Borrower that (x) the documents referred to in clause (viii) below are in full force and effect as of the Closing Date and (y) the condition specified in clause (c) below has been satisfied;

(v) a customary opinion from Paul Hastings LLP, counsel to the Loan Parties with respect to New York, California, the District of Columbia and Illinois law and the Delaware Limited Liability Company Act;

(vi) a solvency certificate from the chief financial officer of the Borrower substantially in the form attached as Exhibit K;

(vii) customary evidence that all material property and liability insurance required to be maintained pursuant to Section 6.07 has been obtained and is in effect and that the Collateral Agent has been named as loss payee and/or additional insured, as applicable, under each such insurance policy;

(viii) certified copies of UCC, United States Patent and Trademark Office and United States Copyright Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized or maintains its principal place of business, none of which encumber the Collateral covered or intended to be covered by the Collateral Documents (other than Liens permitted by Section 7.01);

(ix) executed counterparts of the Guaranty duly executed by each of the Loan Parties party thereto; and

(x) a Note executed by the Borrower in favor of each Lender that has requested a Note at least five (5) Business Days in advance of the Closing Date, which Note or Notes shall represent the amount owed by the Borrower to such Lender or Commitment of such Lender on the Closing Date.

(b) All fees and expenses required to be paid hereunder on the Closing Date in the case of expenses to the extent invoiced at least two (2) Business Days before the Closing Date (except as otherwise reasonably agreed to by the Borrower), shall have been paid in full.

(c) The Redemption shall have been consummated.

(d) [reserved].

(e) On the Closing Date, after giving effect to the Transactions, the Borrower and the Restricted Subsidiaries shall have outstanding no material Indebtedness for borrowed money other than (A) under this Agreement and (B) Indebtedness permitted by Sections 7.03(b), (c), (d), (e), (f), (k), (n) and (o), in each case outstanding as of the Closing Date.

(f) [reserved].

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(g) The Administrative Agent shall have received at least three (3) Business Days prior to the Closing Date all documentation and other information about the Loan Parties reasonably requested in writing by them at least ten (10) Business Days prior to the Closing Date in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.

(h) The representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the Closing Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date.

(i) Immediately after giving effect to the Closing Date, no Default or Event of Default shall have occurred and be continuing.

Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender.

Section 4.02 Conditions to All Credit Extensions after the Closing Date. The obligation of each Lender to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type, a continuation of Eurodollar Rate Loans or a Borrowing pursuant to any Incremental Amendment) after the Closing Date is subject to the following conditions precedent:

(a) The representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on and as of the date of such Credit Extension; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects).

(b) At the time of and immediately after giving effect to any Borrowing after the Closing Date, no Default or Event of Default shall have occurred and be continuing.

(c) Administrative Agent and, if applicable, the L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof.

Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans or a Borrowing in connection with any Incremental Amendment) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

ARTICLE V

REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to the Administrative Agent and the Lenders on the Closing Date and on the date of each Credit Extension hereunder that:

Section 5.01 Existence, Qualification and Power. Each Loan Party and each of its Restricted Subsidiaries (a) is duly organized or formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite corporate or limited liability company power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets

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and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents and related documents to which it is a party and consummate the Transaction, and (c) is duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clause (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Section 5.02 Authorization; No Contravention.

(a) The execution, delivery and performance by each Loan Party of each Loan Document to which it is a party has been duly authorized by all necessary corporate or other organizational action.

(b) (i) The execution, delivery and performance by each Loan Party of each Loan Document to which such Loan Party is a party and (ii) as of the Closing Date only, the consummation of the Transaction, do not and will not (A) contravene the terms of any of its Organization Documents; (B) result in any breach or contravention of, or the creation of any Lien upon any of the property or assets of such Loan Party or any of the Restricted Subsidiaries (other than as permitted by Section 7.01) under (I) any Contractual Obligation to which such Loan Party is a party or affecting such Loan Party or the properties of such Loan Party or any of its Restricted Subsidiaries or (II) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Loan Party or its property is subject; or (C) violate any applicable Law except with respect to any conflict, breach or contravention or payment or violation (but not creation of Liens) referred to in clauses (B) or (C), to the extent such conflict, breach, contravention or payment or violation could not reasonably be expected to have a Material Adverse Effect.

Section 5.03 Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document or (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents or the perfection of the Liens created under the Collateral Documents, except for (i) filings necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect and (iii) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect.

Section 5.04 Binding Effect. This Agreement and each other Loan Document has been duly executed and delivered by each Loan Party that is party thereto. This Agreement and each other Loan Document constitutes a legal, valid and binding obligation of each Loan Party, enforceable against each Loan Party that is party hereto and thereto in accordance with its respective terms, except as such enforceability may be limited by Debtor Relief Laws or other Laws affecting creditors’ rights generally and by general principles of equity and principles of good faith and fair dealing.

Section 5.05 Financial Statements; No Material Adverse Effect.

(a) The Annual Financial Statements and the Quarterly Financial Statements and any financial statements delivered pursuant to Section 6.01(a) and (b) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the dates thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the periods covered thereby, (A) except as otherwise expressly noted therein and (B) subject, in the case of the Quarterly Financial Statements, to changes resulting from normal year-end adjustments and the absence of footnotes.

(b) Since December 31, 2014, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect.

Each Lender and the Administrative Agent hereby acknowledges and agrees that the Borrower and its Restricted Subsidiaries may be required to restate historical financial statements as the result of the implementation of changes in GAAP or the interpretation thereof, and that such restatements will not result in a Default under the Loan

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Documents (including any effect on any conditions required to be satisfied on the Closing Date) to the extent that the restatements do not reveal any material omission, misstatement or other material inaccuracy in the reported information from actual results for any relevant prior period.

Section 5.06 Litigation. There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrower, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any of the Restricted Subsidiaries or against any of their properties or revenues or that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Section 5.07 Labor Matters. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, there are no collective bargaining agreements or Multiemployer Plans covering the employees of the Borrower or any of its Restricted Subsidiaries as of the Closing Date and there are no strikes, lockouts or slowdowns against the Borrower or any Restricted Subsidiary pending or, to the knowledge of the Borrower, threatened.

Section 5.08 Ownership of Property; Liens. Each of the Borrower and the Restricted Subsidiaries has good record and indefeasible title in fee simple to, or valid leasehold interests in, or easements or other limited property interests in, all real property necessary in the ordinary conduct of its business, free and clear of all Liens except for Liens permitted by Section 7.01 and except where the failure to have such title or other property interests described above would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Section 5.09 Environmental Matters.

(a) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) the Borrower and the Restricted Subsidiaries are in compliance with all Environmental Laws in all jurisdictions in which the Borrower, each Subsidiary Guarantor and each of the Restricted Subsidiaries, as the case may be, is currently doing business (including having obtained all Environmental Permits) required for the operation of the business) and (ii) neither the Borrower, any Subsidiary Guarantor nor any of the Restricted Subsidiaries is subject to any pending, or to the knowledge of the Borrower, threatened Environmental Claim or other Environmental Liability.

(b) Neither the Borrower, any Subsidiary Guarantor nor any of the Restricted Subsidiaries has treated, stored, transported or disposed of Hazardous Materials at or from any of its current or former real estate or facilities in a manner that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Section 5.10 Taxes. Except for failures that could not reasonably be expected, either individually or in the aggregate, to result in a Material Adverse Effect, the Borrower and each of the Restricted Subsidiaries have timely filed all Tax returns and reports required to be filed (taking into account valid extensions), and have timely paid all Taxes (whether or not shown on a Tax return and including in its capacity as withholding agent), except such Taxes, if any, which are being contested in good faith by appropriate proceedings if such contest effectively suspends collection and enforcement of the contested obligation and adequate reserves have been provided in accordance with GAAP.

Section 5.11 ERISA Compliance.

(a) Except as would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (i) each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal or state Laws, (ii) each Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto and, to the knowledge of the Borrower, nothing has occurred which would prevent, or cause the loss of, such qualification and (iii) the Borrower and each ERISA Affiliate have made all required contributions to each Plan subject to Section 412 of the Code, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Plan.

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(b) There are no pending or, to the knowledge of the Borrower, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect.

(c) (i) No ERISA Event has occurred or is reasonably expected to occur; (ii) no Pension Plan has any Unfunded Pension Liability; (iii) neither the Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iv) neither the Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v) neither the Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA, except, with respect to each of the foregoing clauses of this Section 5.11(c), as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

Section 5.12 Subsidiaries. As of the Closing Date, neither Holdings, the Borrower nor any Subsidiary Guarantor has any Subsidiaries other than those specifically disclosed in Schedule 5.12, and all of the outstanding Equity Interests in the Borrower and its Restricted Subsidiaries have been validly issued and are fully paid and (if applicable) nonassessable, and all outstanding Equity Interests owned by Holdings (in the Borrower), and by the Borrower or any Subsidiary Guarantor in any of their respective Restricted Subsidiaries are owned free and clear of all Liens of any Person except (i) those Liens created under the Collateral Documents and (ii) any nonconsensual Lien that is permitted under Section 7.01. As of the Closing Date, Schedule 5.12 (a) sets forth the name and jurisdiction of each Subsidiary, (b) sets forth the ownership interest of Holdings in each of its Subsidiaries, including the percentage of such ownership and (c) identifies each Subsidiary that is a Subsidiary and the Equity Interests of which are required to be pledged on the Closing Date pursuant to Section 6.11.

Section 5.13 Margin Regulations; Investment Company Act.

(a) As of the Closing Date, not more than 25% of the value of the Collateral of Holdings and its Restricted Subsidiaries, on a consolidated basis, is Margin Stock. No Loan Party is engaged nor will it engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock, and no proceeds of any Borrowings or drawings under any Letter of Credit will be used for any purpose that violates Regulation U.

(b) No Loan Party is an “investment company” as defined in the Investment Company Act of 1940.

Section 5.14 Disclosure. As of the Closing Date, the written information and written data furnished or concerning the Loan Parties that has been made available to any Agent or any Lender by or on behalf of any Loan Party in connection with the Transaction, when taken as a whole, did not, when furnished contain any untrue statements of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements were made (after giving effect to all supplements and updates thereto); provided that (a) with respect to financial estimates, projected financial information, forecasts and other forward-looking information, the Borrower represents and warrants only that such information, when taken as a whole, was prepared in good faith based upon assumptions believed by the Borrower to be reasonable at the time of preparation; it being understood that (i) such projections are not to be viewed as facts, (ii) such projections are subject to significant uncertainties and contingencies, many of which are beyond the Borrower’s control, (iii) no assurance can be given that any particular projections will be realized and (iv) actual results during the period or periods covered by any such projections may differ significantly from the projected results and such differences may be material and (b) no representation or warranty is made with respect to information of a general economic or general industry nature.

Section 5.15 Intellectual Property; Licenses, Etc. The Borrower and the Restricted Subsidiaries have good and marketable title to, or a valid license or right to use, all patents, patent rights, trademarks, service marks, trade names, copyrights, technology, software, know-how database rights, rights of privacy and publicity, licenses and other intellectual property rights (collectively, “IP Rights”) that are necessary for the operation of their respective

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businesses as currently conducted and as proposed to be conducted, except where the failure to have any such rights, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower, the operation of the respective businesses of the Borrower or any of the Restricted Subsidiaries as currently conducted does not infringe upon, misuse, misappropriate or violate any rights held by any Person except for such infringements, misuses, misappropriations or violations that, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any IP Rights is pending or, to the knowledge of the Borrower, threatened against the Borrower or any Subsidiary Guarantor or Subsidiary, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Section 5.16 Solvency. On the Closing Date after giving effect to the Transaction, Holdings, the Borrower and its Restricted Subsidiaries, on a consolidated basis, are Solvent.

Section 5.17 Use of Proceeds. All proceeds of the Facilities shall be used as provided in Section 6.17. The Borrower will not directly or, to its knowledge, indirectly use the proceeds of the Loans or Letters of Credit or otherwise knowingly make available such proceeds to any Person, (i) for the purpose of financing the activities of any Designated Person or any Person currently subject to any U.S. sanctions administered by OFAC or (ii) for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

Section 5.18 Compliance with Laws; OFAC.

(a) Compliance with Laws. Each Loan Party and each Restricted Subsidiary is in compliance with the requirements of all applicable Laws (including, without limitation, Anti-Money Laundering Laws, Anti-Corruption Laws and Sanction Laws and Regulations) and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (i) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (ii) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

(b) OFAC. None of Holdings, the Borrower or any of their respective Restricted Subsidiaries nor, to the knowledge of the Borrower, any director, officer, agent or employee of Holdings, the Borrower or any of their respective Restricted Subsidiaries, (i) is a Designated Person or (ii) is currently subject to any U.S. sanctions administered by OFAC.

Section 5.19 Collateral Documents. Except as otherwise contemplated hereby or under any other Loan Documents and except with regard to IP Rights constituting Collateral held outside of the United States, the provisions of the Collateral Documents, together with such filings and other actions required to be taken hereby or by the applicable Collateral Documents (including the delivery to the Collateral Agent of any Pledged Collateral required to be delivered pursuant to the applicable Collateral Documents), are effective to create in favor of the Collateral Agent for the benefit of the Secured Parties a legal, valid and enforceable perfected first priority Lien on the Collateral (subject to Liens permitted by Section 7.01) on all right, title and interest of Holdings, the Borrower and the applicable Subsidiary Guarantors, respectively, in the Collateral described therein (other than such Collateral in which a security interest cannot be perfected under the UCC as in effect at the relevant time in the relevant jurisdiction or by filing, possession or control); provided that notwithstanding anything to the contrary herein or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Collateral Agent or any Secured Party with respect thereto, in each case, under foreign Law.

Section 5.20 Insurance. Schedule 5.20 sets forth a listing of all insurance maintained by Holdings, the Borrower and its Restricted Subsidiaries as of the Closing Date, with the amounts insured (and any deductibles) set forth therein.

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ARTICLE VI

AFFIRMATIVE COVENANTS

On and after the Closing Date, so long as any Lender shall have any Commitment hereunder or any Loan or other Obligation hereunder (other than (i) contingent indemnification obligations as to which no claim has been asserted and (ii) Obligations under Secured Hedge Agreements and Cash Management Obligations) shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding (other than the Letters of Credit which have been Cash Collateralized), the Borrower shall, and shall (except in the case of the covenants set forth in Section 6.01, Section 6.02 and Section 6.03) cause each of the Restricted Subsidiaries to:

Section 6.01 Financial Statements. Deliver to each Administrative Agent for further distribution to each Lender each of the following and take the following actions:

(a) as soon as available, but in any event within ninety (90) days after the end of each fiscal year of the Borrower, a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, stockholders’ equity and cash flows for such fiscal year together with related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP and including a customary “management’s discussion and analysis” section, audited and accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (except that such report may contain a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, if such qualification or exception is related solely to an upcoming Maturity Date hereunder that is scheduled to occur within one year from the date such report is delivered);

(b) as soon as available, but in any event within forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower (commencing with the fiscal quarter ended June 30, 2015, a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal quarter, and the related (i) consolidated statements of income or operations for such fiscal quarter and for the portion of the fiscal year then ended and (ii) consolidated statements of cash flows for the portion of the fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year and including a customary “management’s discussion and analysis” section, all in reasonable detail and certified by a Responsible Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject to normal year-end adjustments and the absence of footnotes;

(c) within ninety (90) days after the end of each fiscal year (beginning with the fiscal year ending December 31, 2015 of the Borrower), a consolidated budget for the following fiscal year as customarily prepared by management of the Borrower for its internal use and setting forth the material underlying assumptions based on which such consolidated budget was prepared (including any projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of the following fiscal year and the related consolidated statements of projected operations or income and projected cash flow, in each case, to the extent prepared by management of the Borrower and included in such consolidated budget, which projected financial statements shall be prepared in good faith on the basis of assumptions believed to be reasonable at the time of preparation of such projected financial statements);

(d) simultaneously with the delivery of each set of consolidated financial statements referred to in Section 6.01(a) and Section 6.01(b) above, a summary of pro forma adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements; and

(e) quarterly, at a time mutually agreed with the Administrative Agent that is promptly after the delivery of the information required pursuant to clause (a) above and the information delivered pursuant

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to clause (b) above for each fiscal quarter, participate in a conference call for Lenders to discuss the financial condition and results of operations of the Borrower and its Subsidiaries for the most recently-ended period for which financial statements have been delivered.

Section 6.02 Certificates; Other Information. Deliver to each Administrative Agent for further distribution to each Lender:

(a) concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b), a duly completed Compliance Certificate;

(b) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports, proxy statements and registration statements which Holdings or the Borrower or any Restricted Subsidiary files with the SEC or with any similar Governmental Authority that may be substituted therefor or with any national securities exchange, as the case may be (other than amendments to any registration statement (to the extent such registration statement, in the form it became effective, is delivered to the Administrative Agent), exhibits to any registration statement and, if applicable, any registration statement on Form S-8), and in any case not otherwise required to be delivered to the Administrative Agent pursuant to any other clause of this Section 6.02;

(c) promptly after the furnishing thereof, copies of any notice of an event of default furnished to any holder or lender of any debt of any Loan Party having an aggregate outstanding principal amount greater than the Threshold Amount;

(d) not later than five Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of all notices, requests and other documents (including amendments, waivers and other modifications) so received under or pursuant to any instrument, indenture, loan or credit or similar agreement regarding or related to any breach or default by any party thereto or any other event that, in each case, could reasonably be expected to have a Material Adverse Effect;

(e) promptly after the assertion or occurrence thereof, notice of any action or proceeding against or of any noncompliance by any Loan Party or any of its Subsidiaries with any Environmental Law or Environmental Permit that could reasonably be expected to have a Material Adverse Effect; and

(f) promptly, such additional information regarding the business or financial condition of any Loan Party or any Restricted Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent may from time to time on its own behalf or on behalf of any Lender reasonably request in writing.

Documents certificates, other information and notices required to be delivered pursuant to Section 6.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are delivered by the Borrower (including by facsimile or electronic mail) to the Administrative Agent or its designee for posting) on the Borrower’s behalf on Intralinks®, Syndtrak® or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent on behalf of such Lender and (ii) other than with respect to items required to be delivered pursuant to Section 6.02(b), the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents.

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The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Intralinks®, Syndtrak®, ClearPar® or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information (within the meaning of the United States federal and state securities laws) with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, if the Borrower or its Subsidiaries, as applicable, were public reporting companies, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC,” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuer and the Lenders to treat such Borrower Materials as either information that would be made publicly available if the Borrower were a public company or not material information (although it may be sensitive and proprietary) with respect to such Person or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.08); (y) all Borrower Materials specifically marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Lender”; and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, the Borrower shall be under no obligation to mark any Borrower Materials “PUBLIC.”

Section 6.03 Notices. Promptly after a Responsible Officer obtains actual knowledge thereof, notify the Administrative Agent:

(a) of the occurrence of any Default;

(b) of (i) any dispute, litigation, investigation or proceeding between the Borrower or any Restricted Subsidiary and any arbitrator or Governmental Authority, (ii) the filing or commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any Restricted Subsidiary or any Subsidiary, including pursuant to any applicable Environmental Laws or in respect of IP Rights, the occurrence of any non-compliance by the Borrower or any Restricted Subsidiary or any of its Subsidiaries with, or liability under, any Environmental Law or Environmental Permit, or (iii) the occurrence of any ERISA Event or with respect to a Foreign Plan, a termination, withdrawal or noncompliance with applicable Law or plan terms that, in any such case referred to in clause (i), (ii) or (iii) that could reasonably be expected to be determined adversely and, if so determined, result in a Material Adverse Effect; and

(c) of any material change in accounting policies or financial reporting practices by any Loan Party.

Each notice pursuant to this Section 6.03 shall be accompanied by a written statement of a Responsible Officer of the Borrower (x) that such notice is being delivered pursuant to Sections 6.03(a), (b) or (c) (as applicable) and (y) setting forth details of the occurrence referred to therein and stating what action, if any, the Borrower has taken and/or proposes to take with respect thereto.

Section 6.04 Payment of Obligations. Except for failures that could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, timely pay, discharge or otherwise satisfy, as the same shall become due and payable, all of its obligations and liabilities, including (a) all Taxes (whether or not shown on a Tax return and including in its capacity as a withholding agent) imposed upon it or upon its income or profits or in respect of its property, except, in each case, to the extent any such Tax is being contested in good faith and by appropriate proceedings diligently conducted if such contest effectively suspends collection and enforcement of the contested obligation and adequate reserves have been established in accordance with GAAP and (b) all lawful claims which, if unpaid, would by law become a Lien upon its property (other than Liens permitted under Section 7.01).

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Section 6.05 Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its organization or incorporation and (b) take all reasonable action to obtain, preserve, renew and keep in full force and effect those of its rights (including IP Rights), licenses, permits, privileges, and franchises, which are material to the conduct of its business, except in the case of clause (a) or (b) to the extent (other than with respect to the preservation of the existence of the Borrower) that failure to do so would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or pursuant to any merger, consolidation, liquidation, dissolution or Disposition permitted by Section 7.04 or Section 7.05.

Section 6.06 Maintenance of Properties. Except if the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (a) maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof.

Section 6.07 Maintenance of Insurance. Maintain with financially sound and reputable insurance companies not Affiliates of the Borrower, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts as are customarily carried under similar circumstances by such other Persons. The Borrower shall use commercially reasonable efforts to ensure that each such policy of insurance shall as appropriate, (i) name the Collateral Agent, on behalf of the Secured Parties, as an additional insured thereunder as its interests may appear and/or (ii) in the case of each casualty insurance policy, contain a loss payable clause or endorsement that names the Collateral Agent, on behalf of the Secured Parties, as the loss payee thereunder (in the case of property insurance with respect to the Collateral).

Section 6.08 Compliance with Laws. Comply in all material respects with its Organization Documents and the requirements of all Laws (including without limitation Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions Laws and Regulations) and all orders, writs, injunctions and decrees of any Governmental Authority applicable to it or to its business or property, except, in each case, in instances in which (a) such requirement of Law, order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith would not reasonably be expected individually or in the aggregate to have a Material Adverse Effect.

Section 6.09 Books and Records. Maintain proper books of record and account, in which entries that are full, true and correct in all material respects shall be made of all material financial transactions and matters involving the assets and business of the Loan Parties, as the case may be in a manner that permits preparation of the financial statements in accordance with GAAP.

Section 6.10 Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants (subject to such accountants’ customary policies and procedures), all at the reasonable expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided that, excluding any such visits and inspections during the continuation of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 6.10 and the Administrative Agent shall not exercise such rights more often than two (2) times during any calendar year absent the existence of an Event of Default and only one (1) such time shall be at the Borrower’s expense (it being understood that unless an Event of Default has occurred and is continuing, the Administrative Agent shall only visit locations where books and records and/or senior officers are located); provided, further, however, that when an Event of Default exists the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon reasonable advance notice. Notwithstanding anything to the contrary in this Section 6.10, none of Holdings, the Borrower or any of the Restricted Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (a) constitutes non-financial trade secrets or non-financial proprietary information, (b) in respect of which disclosure to the Administrative Agent or any Lender (or their respective representatives or contractors) is prohibited by Law or any binding agreement or (c) is subject to attorney-client or similar privilege or constitutes attorney work product.

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Section 6.11 Covenant to Guarantee Obligations and Give Security.

(a) Upon (w) the formation or acquisition of any new direct or indirect Subsidiary (other than an Immaterial Subsidiary, an Unrestricted Subsidiary or an Excluded Subsidiary) by the Borrower or a Guarantor or upon any Subsidiary ceasing to be an Excluded Subsidiary, (x) the designation in accordance with Section 6.14 of any existing direct or indirect Unrestricted Subsidiary as a Restricted Subsidiary (other than an Excluded Subsidiary), (y) any Restricted Subsidiary that is not a Guarantor guaranteeing any Junior Financing, or (z) the acquisition of any property (other than any Material Real Property, which shall be subject to the requirements of Section 6.13(b)) by any Loan Party, if such property, in the judgment of the Collateral Agent, shall not already be subject to a perfected first priority security interest in favor of the Collateral Agent for the benefit of the Secured Parties, the Borrower shall, in each case at the Borrower’s expense:

(i) within 30 days (or such longer period as the Collateral Agent may agree in its sole discretion) after such formation or acquisition, cause such Restricted Subsidiary to duly execute and deliver to the Collateral Agent a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Collateral Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents,

(ii) within 30 days (or such longer period as the Collateral Agent may agree in its sole discretion) after such formation or acquisition, furnish to the Collateral Agent a description of the personal properties of such Restricted Subsidiary, in detail reasonably satisfactory to the Collateral Agent,

(iii) within 30 days (or such longer period as the Collateral Agent may agree in its sole discretion) after such formation or acquisition, cause such Restricted Subsidiary to duly execute and deliver to the Collateral Agent Security Agreement Supplements, Intellectual Property Security Agreement Supplements and other Collateral Documents, as specified by and in form and substance reasonably satisfactory to the Collateral Agent (including delivery of all Pledged Securities in and of such Subsidiary, and other instruments of the type specified in Section 4.01(a)(iii)), securing payment of all the Obligations of such Restricted Subsidiary under the Loan Documents and constituting Liens on all such personal properties, and

(iv) within 30 days (or such longer period as the Collateral Agent may agree in its sole discretion) after such formation or acquisition, cause such Restricted Subsidiary to take whatever action may be necessary in the reasonable opinion of the Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the Security Agreement Supplements, Intellectual Property Security Agreement Supplements and other Collateral Documents delivered pursuant to this Section 6.11, enforceable against all third parties in accordance with their terms.

At any time upon the reasonable request of the Collateral Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Collateral Agent may deem necessary in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, Security Agreement Supplements, Intellectual Property Security Agreement Supplements and other Collateral Documents.

Section 6.12 [Reserved].

Section 6.13 Further Assurances. Subject to the provisions and limitations of any applicable limitations in any Collateral Document and in each case at the expense of the Borrower:

(a) Promptly upon reasonable request by the Collateral Agent (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Collateral Document or other document or instrument relating to any Collateral and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Collateral Agent may reasonably request from time to time in order to carry out more effectively the purposes of the Collateral Documents.

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(b) In the case of any Material Real Property acquired after the Closing Date by any Loan Party (other than Holdings), provide the Collateral Agent with a Mortgage in respect of such Material Real Property within ninety (90) days (or such longer period as the Collateral Agent may agree in its sole discretion) of the acquisition of such Material Real Property in each case together with:

(i) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Collateral Agent may deem reasonably necessary in order to create a valid and subsisting perfected Lien on such Material Real Property in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent;

(ii) fully paid American Land Title Association Lender’s Extended Coverage title insurance policies or the equivalent or other form available in each applicable jurisdiction (the “Mortgage Policies”) in form and substance, with endorsements available in the applicable jurisdiction and in amount, reasonably acceptable to the Collateral Agent (not to exceed the value of the real properties covered thereby), issued, coinsured and reinsured by title insurers reasonably acceptable to the Collateral Agent, insuring the Mortgages to be valid subsisting first priority Liens on the real property described therein, subject only to Liens permitted by Section 7.01, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents) and such coinsurance and direct access reinsurance as the Collateral Agent may reasonably request and is available in the applicable jurisdiction;

(iii) opinions of local counsel for the Loan Parties in states in which such Material Real Property is located, with respect to the enforceability and perfection of the Mortgages and any related fixture filings in form and substance reasonably satisfactory to the Collateral Agent;

(iv) as promptly as practicable after the reasonable request therefor by the Collateral Agent, surveys and Phase I type environmental assessment reports and appraisals (if required under FIRREA), flood certifications under Regulation H of the FRB (together with evidence of federal flood insurance for any such property located in a flood hazard area), provided that the Collateral Agent may in its reasonable discretion accept any such existing report or survey to the extent prepared as of a date reasonably satisfactory to the Collateral Agent; provided, however, that there shall be no obligation to deliver to the Collateral Agent any environmental site assessment report whose disclosure to the Collateral Agent would require the consent of a Person other than the Borrower or one of its Subsidiaries, where, despite the commercially reasonable efforts of the Borrower to obtain such consent, such consent cannot be obtained; and

(v) such other evidence that all other actions that the Collateral Agent may reasonably deem necessary in order to create valid and subsisting Liens on the real property described in the Mortgages has been taken.

Section 6.14 Designation of Subsidiaries. The board of directors of the Borrower may at any time designate (or re-designate) any Restricted Subsidiary as an Unrestricted Subsidiary or designate (or re-designate, as the case may be) any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation (or re-designation), no Default or Event of Default shall have occurred and be continuing, (ii) immediately after giving effect to such designation, the Borrower and the Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, after giving effect to such designation, with the Financial Covenants, as such covenants are recomputed as of the last day of the most recently ended Test Period under Section 7.10 as if such designation occurred on the first day of such Test Period, (iii) no Subsidiary may be designated as an Unrestricted Subsidiary if, after such designation, it would be a “Restricted Subsidiary” for the purpose of any other Junior Financing with an aggregate outstanding principal amount in excess of the Threshold Amount and (iv) the Investment resulting from the designation of such Subsidiary as an Unrestricted Subsidiary as described in the immediately succeeding sentence is permitted by Section 7.02. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Borrower therein at the date of designation in an amount equal to the fair market value as determined by the Borrower in good faith of the Borrower’s or a Subsidiary’s (as applicable) Investment therein. The designation

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of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time and a return on any Investment by the Borrower in Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the fair market value as determined by the Borrower in good faith at the date of such designation of the Borrower’s or a Subsidiary’s (as applicable) Investment in such Subsidiary. As of the Closing Date, there are no Unrestricted Subsidiaries.

Section 6.15 [Reserved].

Section 6.16 [Reserved].

Section 6.17 Use of Proceeds. Use the proceeds of the Credit Extensions for (i) working capital, Capital Expenditures and other general corporate purposes including, without limitation, to finance the Transaction and other prepayments, refinancings, redemptions, purchases, defeasances or other discharges of Indebtedness permitted to be repaid, redeemed or discharged pursuant to this Agreement, for Investments and Restricted Payments permitted hereunder and any other purpose not prohibited hereunder; (ii) the payment of fees and expenses incurred in connection therewith; and (iii) in the case of any New Term Commitments or New Revolving Credit Commitments, any purpose not prohibited hereunder.

ARTICLE VII

NEGATIVE COVENANTS

On and after the Closing Date, so long as any Lender shall have any Commitment hereunder or any Loan or other Obligation hereunder (other than (i) contingent indemnification obligations as to which no claim has been asserted and (ii) Obligations under Secured Hedge Agreements and Cash Management Obligations) shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding (other than Letters of Credit which have been Cash Collateralized), the Borrower shall not (and, with respect to Section 7.13 only, Holdings shall not), nor shall the Borrower permit any Restricted Subsidiary to:

Section 7.01 Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:

(a) (i) Liens created pursuant to any Loan Document and (ii) Liens on cash or deposits to Cash Collateralize any Letters of Credit or Swing Line Loans as contemplated hereunder;

(b) Liens existing on the Closing Date and set forth on Schedule 7.01(b);

(c) Liens for Taxes not yet due or which are being contested in good faith and by appropriate proceedings if (i) such contest effectively suspends collection of the contested obligation and the enforcement of any Lien securing such obligation and adequate reserves have been established in accordance with GAAP or (ii) with respect to which the failure to make payment could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;

(d) statutory or common law Liens of landlords, carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors or other like Liens, or other customary Liens in favor of landlords, so long as, in each case, such Liens secure amounts not overdue for a period of more than sixty (60) days or, if more than sixty (60) days overdue (i) no other action has been taken to enforce such Lien, (ii) such Lien is being contested in good faith and by appropriate actions for which appropriate reserves have been established in accordance with GAAP or (iii) with respect to which the failure to make payment would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;

(e) pledges or deposits (i) in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, health, disability or other employee benefits, (ii) in the ordinary course of business securing liability for reimbursement or indemnification obligations of insurance carriers providing property, casualty or liability insurance to Holdings or any Subsidiaries

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or any other insurance or self-insurance arrangements and (iii) in respect of letters of credit or bank guarantees that have been posted by the Borrower or any Restricted Subsidiaries to support the payments of the items set forth in clauses (i) and (ii) of this Section 7.01(e);

(f) pledges or deposits (i) to secure the performance of bids, tenders, trade contracts, governmental contracts and leases (other than Indebtedness for borrowed money), statutory obligations, surety, stay, customs, bid and appeal bonds, performance and return of money bonds, performance and completion guarantees, agreements with utilities and other obligations of a like nature (including those to secure health, safety and environmental obligations) incurred in the ordinary course of business and (ii) in respect of letters of credit or bank guarantees that have been posted to support payment of the items set forth in clause (i) of this Section 7.01(f);

(g) easements, servitudes, rights-of-way, restrictions (including zoning, building and similar restrictions), encroachments, protrusions, covenants, variations in area of measurement, declarations on or with respect to the use of property, matters of record affecting title, liens restricting or prohibiting access to or from lands abutting on controlled access highways or covenants affecting the use to which lands may be put, and other similar encumbrances and title defects affecting real property that, in the aggregate, do not in any case materially interfere with the ordinary conduct of the business of the Borrower and its Subsidiaries taken as a whole, or the use of the property for its intended purpose, and any other exceptions to title on the Mortgage Policies accepted by the Collateral Agent in accordance with this Agreement;

(h) Liens arising from judgments or orders for the payment of money (or appeal or other surety bonds relating thereto) not constituting an Event of Default under Section 8.01(g);

(i) Liens securing obligations in respect of Indebtedness permitted under Section 7.03(e); provided that (A) such Liens do not at any time encumber any property other than the property financed by such Indebtedness, replacements thereof and additions and accessions to such property and the proceeds and the products thereof and customary security deposits and (B) such Liens do not at any time extend to or cover any assets (except for additions and accessions to such assets, replacements and products thereof and customary security deposits) other than the assets subject to, or acquired, constructed, repaired or improved with the proceeds of such Indebtedness; provided that individual financings provided by one lender may be cross collateralized to other financings provided by such lender or its Affiliates;

(j) (i) leases, licenses, subleases or sublicenses (including with respect to intellectual property and software) granted to others in the ordinary course of business which do not (A) interfere in any material respect with the business of the Borrower and its Subsidiaries, taken as a whole, or (B) secure any Indebtedness for borrowed money and (ii) the rights reserved or vested in any Person by the terms of any lease, license, sublease, sublicense, franchise, grant or permit held by the Borrower or any Restricted Subsidiaries or by a statutory provision, to terminate any such lease, license, sublease, sublicense, franchise, grant or permit, or to require annual or periodic payments as a condition to the continuance thereof;

(k) [reserved];

(l) Liens (i) of a collection bank arising under Section 4-208 of the Uniform Commercial Code or similar provisions of applicable Law on the items in the course of collection and (ii) in favor of a banking or other financial institution arising as a matter of common or statutory Law encumbering deposits or other funds maintained with a financial institution (including the right of setoff);

(m) Liens (i) on advances of cash or Cash Equivalents in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 7.02(f), Section 7.02(i), Section 7.02(m), Section 7.02(o), Section 7.02(p), Section 7.02(r), Section 7.02(t) and Section 7.02(cc) to be applied against the purchase price for such Investment or (ii) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case, solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien or on the date of any contract for such Investment or Disposition;

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(n) Liens on property of any Restricted Subsidiary securing Indebtedness of such Restricted Subsidiary incurred pursuant to Sections 7.03(m), and (t);

(o) (i) Liens in favor of the Borrower or a Restricted Subsidiary securing Indebtedness permitted under Section 7.03; provided that no Loan Party shall grant a Lien in favor of any Non-Loan Party;

(p) Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Restricted Subsidiary, in each case after the Closing Date; provided that (i) such Lien does not extend to or cover any other property of the Borrower or any Restricted Subsidiary other than the Person(s) acquired and/or formed to make such acquisitions and Subsidiaries of such Person(s) (other than the proceeds or products thereof and other than after-acquired property of and Equity Interests in such acquired Restricted Subsidiary (it being understood and agreed that individual financings by any lender may be cross-collateralized to other financings provided by such lender or its Affiliates)), and (ii) the Indebtedness secured thereby is permitted under Section 7.03(e);

(q) any interest or title of a lessor, sublessor, licensor or sublicensor or secured by a lessor’s, sublessor’s, licensor’s or sublicensor’s interest under leases or subleases (other than Capitalized Leases) or licenses or sublicenses entered into by the Borrower or any of the Restricted Subsidiaries in the ordinary course of business;

(r) (i) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by the Borrower or any of the Restricted Subsidiaries in the ordinary course of business and (ii) Liens or similar provisions of applicable Law under Article 2 of the Uniform Commercial Code or similar provisions of applicable Law in favor of a seller or buyer of goods;

(s) Liens deemed to exist in connection with Investments in repurchase agreements under Section 7.02 and reasonable customary initial deposits and margin deposits and similar Liens attaching to other brokerage accounts maintained in the ordinary course of business and not for speculative purposes;

(t) with respect to any Foreign Subsidiary, other Liens and privileges arising mandatorily by Law;

(u) Liens that are customary contractual rights of setoff (i) relating to the establishment of depository relations with banks or other deposit-taking financial institutions in the ordinary course and not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit, automatic clearinghouse accounts or sweep accounts of Holdings, the Borrower or any of the Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Holdings, the Borrower or any of the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Borrower or any of the Restricted Subsidiaries in the ordinary course of business;

(v) Liens solely on any cash money deposits made by the Borrower or any of the Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder;

(w) Liens on property of a Non-Loan Party securing Indebtedness of such Non-Loan Party permitted to be incurred by Section 7.03;

(x) Liens evidenced by the filing of Uniform Commercial Code financing statements or similar public filings, registrations or agreements in foreign jurisdictions, in each case, relating to leases permitted under this Agreement, and other precautionary statements, filings or agreements;

(y) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;

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(z) customary rights of first refusal and tag, drag and similar rights in joint venture agreements entered into in the ordinary course of business;

(aa) customary Liens of an indenture trustee on money or property held or collected by it to secure fees, expenses and indemnities owing to it by any obligor under an indenture;

(bb) Liens securing obligations in respect of any Secured Hedge Agreement and any Secured Cash Management Agreement;

(cc) [reserved];

(dd) Liens on specific items of inventory or other goods and the proceeds thereof securing such Person’s obligations in respect of documentary letters of credit issued for the account of such Person to facilitate the purchase, shipment or storage of such inventory or goods;

(ee) the modification, replacement, renewal, refinancing or extension of any Lien permitted by clauses (b) and (p) of this Section 7.01; provided that (i) the Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed or refinanced by Indebtedness permitted under Section 7.03, and (B) proceeds and products thereof (it being understood and agreed that individual financings by any lender may be cross-collateralized to other financings provided by such lender or its Affiliates), and (ii) the renewal, extension or refinancing of the obligations secured or benefited by such Liens is, if constituting Indebtedness, permitted by Section 7.03;

(ff) Liens on the Collateral securing obligations in respect of Permitted Pari Passu Secured Term Refinancing Debt, Permitted Junior Secured Term Refinancing Debt or Revolving Credit Refinancing Debt and any Permitted Refinancing of any of the foregoing; provided that any such Liens securing any Permitted Refinancing in respect of any Permitted Pari Passu Secured Term Refinancing Debt, Permitted Junior Secured Term Refinancing Debt, Revolving Credit Refinancing Debt and any further Permitted Refinancing thereof, as applicable, are subject to a First Lien Intercreditor Agreement (if any) and/or a Junior Lien Intercreditor Agreement (if any), as applicable;

(gg) (i) deposits of cash with the owner or lessor of premises leased or operated by the Borrower or any of its Subsidiaries and (ii) cash collateral on deposit with banks or other financial institutions issuing letters of credit (or backstopping such letters of credit) or other equivalent bank guarantees issued naming as beneficiaries the owners or lessors of premises leased or operated by the Borrower or any of its Subsidiaries, in each case in the ordinary course of business of the Borrower and such Subsidiary to secure the performance of the Borrower’s or such Subsidiary’s obligations under the terms of the lease for such premises;

(hh) Liens on cash or Cash Equivalents used to defease or to satisfy and discharge Indebtedness, provided that such defeasance or satisfaction and discharge is not prohibited hereunder;

(ii) Liens securing obligations in respect of Indebtedness permitted under Section 7.03(q);

(jj) Liens securing obligations in respect of trade-related letters of credit, bank guarantees or similar obligations permitted to be incurred pursuant to Sections 7.03(o) and (p) and covering the property (or the documents of title in respect of such property) financed by such letters of credit, bank guarantees or similar obligations and the proceeds and products thereof; and

(kk) other Liens securing Indebtedness or other obligations in an aggregate principal amount at any time outstanding not to exceed the greater of (x) $5,000,000 or (y) 5.25% of Total Assets determined at the time of incurrence of such Liens.

Section 7.02 Investments. Make any Investments, except:

(a) Investments in assets that are Cash Equivalents or were Cash Equivalents when made;

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(b) loans, guarantees of loans, promissory notes or advances to future, present or former officers, directors, members of management, employees and consultants of Holdings (or any direct or indirect parent thereof), the Borrower or any of the Restricted Subsidiaries for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes;

(c) Investments (i) by the Borrower or any Restricted Subsidiary that is a Loan Party in the Borrower or any Restricted Subsidiary that is a Loan Party, (ii) by any Non-Loan Party in any other Non-Loan Party that is a Restricted Subsidiary, (iii) by any Non-Loan Party in the Borrower or any Restricted Subsidiary that is a Loan Party and (iv) by the Borrower or any Restricted Subsidiary that is a Loan Party in any non-U.S. Subsidiary; provided that the aggregate amount of Investments pursuant to this clause (iv) shall not exceed the greater of 10.50% of Total Assets determined at the time of the making of such Investment and $10,000,000 at any time outstanding; provided, further, that any such Investments made pursuant to this clause (iv) in the form of intercompany loans shall be evidenced by notes that have been pledged (individually or pursuant to a global note) to the Collateral Agent for the benefit of the Lenders in accordance with the Security Agreement;

(d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof and other credits to suppliers, in each case, in the ordinary course of business;

(e) [reserved];

(f) Investments existing on the Closing Date or made pursuant to legally binding commitments in existence on the Closing Date (i) set forth on Schedule 7.02(f), (ii) consisting of intercompany Investments outstanding on the Closing Date, and (iii) any modification, replacement, renewal, reinvestment or extension of any of the foregoing; provided that (x) the amount of any Investment permitted pursuant to this Section 7.02(f) is not increased from the amount of such Investment on the Closing Date except pursuant to the terms of such Investment as of the Closing Date or as otherwise permitted by another clause of this Section 7.02 and (y) any Investment in the form of Indebtedness of any Loan Party owed to any Restricted Subsidiary that is not a Loan Party shall be on subordination terms no less favorable to the Lenders than the subordination terms set forth in the Intercompany Subordination Agreement;

(g) Investments consisting of Liens, Indebtedness, fundamental changes, Dispositions and Restricted Payments permitted under Section 7.01, Section 7.03, Section 7.04, Section 7.05 (other than Section 7.05(e)) and Section 7.06, respectively; provided, however, that no Investments may be made solely pursuant to this Section 7.02(g);

(h) promissory notes and other non-cash consideration that is permitted to be received in connection with Dispositions permitted by Section 7.05;

(i) the purchase or other acquisition of all or substantially all of the property and assets or businesses of any Person or of assets constituting a business unit, a line of business or division of such Person or Equity Interests in a Person that, upon the consummation thereof, will be a Restricted Subsidiary of Holdings (including as a result of a merger or consolidation and/or any Investment in any Subsidiary that serves to increase the equity ownership of Holdings or any Restricted Subsidiary therein); provided that with respect to each purchase or other acquisition made pursuant to this Section 7.02(i) (each, a “Permitted Acquisition”):

(i) the property, assets and businesses acquired in such purchase or other acquisition shall, to the extent required hereunder and under the other Loan Documents, constitute Collateral and the applicable Loan Party, any such newly created or acquired Subsidiary and the Subsidiaries of such created or acquired Subsidiary shall have complied with the requirements of Section 6.11, within the times specified therein;

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(ii) the aggregate amount of Investments made in Persons that are not or do not become Loan Parties shall not exceed, when combined with, and without duplication of, the aggregate amount of Investments made in Restricted Subsidiaries that are Non-Loan Parties pursuant to Section 7.02(m) outstanding at such time, the Available Amount at such time; it being understood that the limitations set forth in this clause (i)(ii) shall not apply in the event that the Person acquired pursuant to this Section 7.02(i) becomes a Guarantor even though such Person owns Equity Interests in Persons that are not otherwise required to become Guarantors;

(iii) the acquired property, assets, business or Person is in a business permitted under Section 7.07; and

(iv) on the date on which the definitive agreement governing the relevant transaction is executed, (1) immediately before and immediately after giving Pro Forma Effect to any such purchase or other acquisition (including any Indebtedness to be incurred in connection therewith), no Event of Default shall have occurred and be continuing and (2) immediately after giving effect to such purchase or other acquisition, the Total Leverage Ratio as of the last day of the most recent Test Period is less than or equal to 3.75:1.00 or, to the extent the Total Leverage Ratio covenant then in effect is lower than 3.75:1.00, the Borrower shall be in compliance with the Total Leverage Ratio covenant set forth in Section 7.10(a) then in effect (in each case, calculated on a Pro Forma Basis including any Indebtedness to be incurred in connection therewith).

(j) [reserved];

(k) Investments (including debt obligations and Equity Interests) received (i) in connection with the bankruptcy workout, recapitalization or reorganization of suppliers and customers or in settlement of delinquent obligations of, or other disputes with or judgments against, customers and suppliers arising in the ordinary course of business, (ii) upon the foreclosure with respect to any secured Investment, (iii) as a result of the settlement, compromise or resolution of litigation, arbitration or other disputes or (iv) in settlement of debts created in the ordinary course of business;

(l) loans and advances to Holdings (or any direct or indirect parent thereof) in lieu of, and not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof), Restricted Payments to the extent permitted to be made to Holdings (or such direct or indirect parent) in accordance with Section 7.06;

(m) other Investments that do not exceed in the aggregate the sum of (i) the greater of (x) 10.50% of Total Assets determined at the time of the making of such Investment and (y) $10,000,000, plus (ii) the Available Amount; provided, further, that the aggregate amount of any such Investments pursuant to this clause (ii) would not, when combined with, and without duplication of, the aggregate amount of Investments made in Restricted Subsidiaries that are Non-Loan Parties pursuant to Section 7.02(i)(ii) outstanding at such time, exceed the Available Amount at such time;

(n) advances of payroll payments to directors, officers, employees, members of management and consultants in the ordinary course of business;

(o) Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests (or the proceeds of Qualified Equity Interests) of Holdings (or any direct or indirect parent thereof);

(p) Investments held by a Restricted Subsidiary acquired after the Closing Date or of a Person merged into, amalgamated with or consolidated into the Borrower or a Restricted Subsidiary in accordance with Section 7.04 after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation;

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(q) Guarantees by the Borrower or any of the Restricted Subsidiaries (i) of leases (other than Capitalized Leases) or of other obligations that do not constitute Indebtedness, in each case entered into in the ordinary course of business and (ii) of Indebtedness to the extent permitted under Section 7.03.

(r) Investments made by (i) any Restricted Subsidiary that is not a Loan Party to the extent such Investments are financed with the proceeds received by such Restricted Subsidiary from an Investment in such Restricted Subsidiary made pursuant to Section 7.02(c)(iv), Section 7.02(m) and Section 7.02(cc) and (ii) any Loan Party in any Non-Loan Party consisting of contributions or other Dispositions of Equity Interests of Persons that are not Loan Parties;

(s) [reserved];

(t) Investments by the Borrower or a Restricted Subsidiary in (i) Joint Ventures and (ii) Subsidiaries that are not wholly owned, in an aggregate amount, taken together with all other Investments made pursuant to this clause (t) that are outstanding at such time, not to exceed the greater of 7.25% of Total Assets determined at the time of the making of such Investment and $7,000,000;

(u) [reserved];

(v) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent that they are permitted to remain unfunded under applicable Law;

(w) unsecured Indebtedness in respect of obligations of the Borrower or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; provided that such obligations are incurred in connection with open accounts extended by suppliers on customary trade terms in the ordinary course of business and not in connection with the borrowing of money;

(x) Investments in any Subsidiary in connection with reorganizations and related activities related to tax planning; provided that, after giving effect to any such reorganization and related activities, the security interest of the Collateral Agent in the Collateral, taken as a whole, is not materially impaired;

(y) Investments consisting of the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons;

(z) Investments consisting of, or to finance purchases and acquisitions of, inventory, supplies, materials, services or equipment or purchases of contract rights or licenses or leases of intellectual property in the ordinary course of business;

(aa) Investments in any Subsidiary or any Joint Venture in connection with intercompany cash management arrangements or related activities arising in the ordinary course of business;

(bb) Investments in prepaid expenses, negotiable instruments held for collection and lease, utility and workers compensation, performance and similar deposits entered into as a result of the operations of the business in the ordinary course of business;

(cc) Investments in an aggregate outstanding amount that does not exceed, together with the aggregate amount of Restricted Payments made in reliance on Section 7.06(k)(i), the greater of 5.25% of Total Assets determined at the time of the making of such Investment and $5,000,000; and

(dd) Investments consisting of the issuance or transfer of Equity Interests of Holdings or any of its Subsidiaries to any former, current or future director, manager, officer, employee or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatee or distributes of any of the foregoing) of Holdings or any of its Subsidiaries upon the exercise or settlement of stock appreciation or similar rights, stock options, restricted stock, restricted stock units or other rights or equity incentive programs.

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Section 7.03 Indebtedness. Create, incur or assume any Indebtedness or issue any Disqualified Equity Interest, other than:

(a) Indebtedness under the Loan Documents;

(b) (i) Indebtedness existing on or pursuant to binding commitments existing on the Closing Date set forth on Schedule 7.03(b) and any Permitted Refinancing thereof and (ii) intercompany Indebtedness outstanding on the Closing Date and any Permitted Refinancing thereof; provided that all such Indebtedness of any Loan Party owed to any Non-Loan Party shall be subordinated on terms no less favorable to the Lenders than the subordination terms set forth in the Intercompany Subordination Agreement;

(c) (i) Guarantees by Holdings, the Borrower and the Restricted Subsidiaries in respect of any other Indebtedness or other obligations of Holdings, the Borrower or any of the Restricted Subsidiaries otherwise permitted hereunder (except that a Restricted Subsidiary that is not a Loan Party shall not Guarantee Indebtedness pursuant to this Section 7.03(c) that it could not otherwise incur under this Section 7.03); provided that (A) no Guarantee by any Restricted Subsidiary of any Junior Financing shall be permitted unless such Restricted Subsidiary shall have also provided a Guarantee of the Obligations substantially on the terms set forth in the Guaranty and (B) if the Indebtedness being Guaranteed is by its express terms subordinated to the Obligations, such Guarantee shall be subordinated to the Guaranty on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness and (ii) any Guarantee shall be otherwise permitted as an Investment under Section 7.02;

(d) Indebtedness of the Borrower or any of the Restricted Subsidiaries owing to Holdings, the Borrower or any other Restricted Subsidiary to the extent constituting an Investment permitted by Section 7.02; provided that all such Indebtedness of any Loan Party owed to any Person that is not a Loan Party shall be subject to the Intercompany Subordination Agreement;

(e) (x) Attributable Indebtedness relating to any transaction, (y) other Indebtedness (including Capitalized Leases) of the Borrower and the Restricted Subsidiaries financing the acquisition, lease, construction, repair, replacement or improvement of fixed or capital assets, so long as such Indebtedness is incurred substantially concurrently with, or within two hundred and seventy (270) days after, the applicable acquisition, lease, construction, repair, replacement or improvement and (z) Attributable Indebtedness arising out of any sale-leaseback transactions; provided that the aggregate principal amount of such Indebtedness outstanding incurred pursuant to this clause (e) shall not exceed the greater of 5.25% of Total Assets and $5,000,000, in each case determined at the time of incurrence;

(f) Indebtedness in respect of Swap Contracts; provided that such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;”

(g) (i) Term Loan Refinancing Debt and (ii) Revolving Credit Refinancing Debt;

(h) Indebtedness representing deferred compensation to current or former officers, directors, managers, consultants and employees members of management and consultants of Holdings, the Borrower and the Subsidiaries incurred in the ordinary course of business;

(i) Indebtedness to present or former officers, directors, employees, members of management and consultants of Holdings, the Borrower or any Restricted Subsidiary, their respective estates, spouses, former spouses, domestic partners and former domestic partners to finance the purchase or redemption of Equity Interests of Holdings (or any direct or indirect parent of Holdings) permitted by Section 7.06;

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(j) Indebtedness incurred by the Borrower or any of the Restricted Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case to the extent constituting obligations under noncompete agreements, consulting agreements, indemnification obligations or obligations in respect of purchase price (including earn-outs) or other similar deferred purchase price or arrangements or adjustments;

(k) Indebtedness consisting of obligations of the Borrower and the Restricted Subsidiaries under incentive, non-compete, consulting, deferred compensation or other similar arrangements with current or former officers, directors, employees, members of management and consultants incurred by such Person in connection with any Permitted Acquisitions or other Investment permitted hereunder;

(l) Indebtedness (i) arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within five (5) Business Days of its incurrence and (ii) Cash Management Obligations and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements in the ordinary course of business and any Guarantees thereof;

(m) Indebtedness of the Borrower or any Restricted Subsidiary in an aggregate principal amount at any time outstanding not to exceed the greater of 5.25% of Total Assets and $5,000,000, in each case determined at the time of incurrence;

(n) Indebtedness consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business;

(o) Indebtedness incurred by the Borrower or any of the Restricted Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business or consistent with past practice, including in respect of workers’ compensation, unemployment insurance and other social security legislation, health, disability or other employee benefits or property, casualty or liability insurance or other insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers’ compensation claims;

(p) obligations (including in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business or consistent with past practice) in respect of bids, tenders, trade contracts, governmental contracts and leases, statutory obligations, surety, stay, customs, bid, and appeal bonds, performance and return of money bonds, performance and completion guarantees, agreements with utilities and other obligations of a like nature (including those to secure health, safety and environmental obligations), in each case in the ordinary course of business or consistent with past practice;

(q) (i) Incremental Equivalent Debt and (ii) any Permitted Refinancing thereof;

(r) Indebtedness assumed in connection with any Permitted Acquisition; provided that (i) such Indebtedness was not incurred in contemplation of such Permitted Acquisition and (ii) both immediately prior to such incurrence and after giving effect thereto no Event of Default shall exist or result therefrom;

(s) [reserved];

(t) Indebtedness incurred by a Restricted Subsidiary that is a non-U.S. Subsidiary which, when aggregated with the principal amount of all other Indebtedness incurred pursuant to this clause (t) and then outstanding, does not exceed the greater of 7.75% of Total Assets and $7,500,000, in each case determined at the time of incurrence;

(u) Permitted Ratio Debt of any Loan Party and any Permitted Refinancing thereof;

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(v) Indebtedness of any Restricted Subsidiary supported by a Letter of Credit;

(w) unsecured Indebtedness in respect of obligations of the Borrower or any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; provided that such obligations are incurred in connection with open accounts extended by suppliers on customary trade terms in the ordinary course of business and not in connection with the borrowing of money; and

(x) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (w) above.

Notwithstanding the foregoing, no Restricted Subsidiary that is a Non-Loan Party will guarantee any Indebtedness for borrowed money of a Loan Party unless such Restricted Subsidiary becomes a Guarantor.

For purposes of determining compliance with any restriction on the incurrence of Indebtedness, the principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to extend, replace, refund, refinance, renew or defease other Indebtedness denominated in a foreign currency, and such extension, replacement, refunding, refinancing, renewal or defeasance would cause the applicable restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such extension, replacement, refunding, refinancing, renewal or defeasance, such restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased.

The accrual of interest, the accretion of accreted value, the payment of interest in the form of additional Indebtedness, the payment of dividends on Disqualified Equity Interests in the form of additional shares of Disqualified Equity Interests, accretion or amortization of original issue discount or liquidation preference and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies will not be deemed to be an incurrence of Indebtedness for purposes of this Section 7.03. The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a consolidated balance sheet of the Borrower dated such date prepared in accordance with GAAP.

Section 7.04 Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that:

(a) any Restricted Subsidiary may merge or consolidate with (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction); provided that (x) the Borrower shall be the continuing or surviving Person or the continuing or surviving Person shall expressly assume the obligations of the Borrower under the Loan Documents in a manner reasonably acceptable to the Administrative Agent and (y) such merger or consolidation does not result in the Borrower ceasing to be organized under the Laws of the United States, any state thereof or the District of Columbia or (ii) any one or more other Restricted Subsidiaries; provided that when any Restricted Subsidiary that is a Loan Party is merging with another Restricted Subsidiary, a Loan Party shall be the continuing or surviving Person or, to the extent constituting an Investment, such Investment must be permitted by Section 7.02;

(b) (i) any Restricted Subsidiary that is not a Loan Party may merge or consolidate with or into any other Restricted Subsidiary that is not a Loan Party, (ii) any Restricted Subsidiary may merge or consolidate with or into any other Restricted Subsidiary that is a Loan Party, (iii) any merger the sole purpose of which is to reincorporate or reorganize any Restricted Subsidiary that is a Loan Party in another jurisdiction in the United States shall be permitted and (iv) any Restricted Subsidiary may liquidate or dissolve or change its legal form if the Borrower determines in good faith that such action is in the best interests of the Borrower and its Restricted Subsidiaries and is not materially disadvantageous to the Lenders;

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(c) any Restricted Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or another Restricted Subsidiary; provided that if the transferor in such a transaction is a Loan Party, then (i) the transferee must be a Loan Party or (ii) the resulting Investment must be a permitted Investment in accordance with Section 7.02;

(d) so long as no Default exists or would result therefrom, the Borrower may (i) merge, amalgamate or consolidate with any other Person; provided that (x) the Borrower shall be the continuing or surviving corporation or the continuing or surviving Person shall expressly assume the obligations of the Borrower under the Loan Documents in a manner reasonably acceptable to the Administrative Agent (and, in the case of any merger, amalgamation or consolidation with Holdings, the provisions of Section 7.04(e) shall be satisfied), and (y) such merger, amalgamation or consolidation does not result in the Borrower ceasing to be organized or existing under the laws of the United States, any state thereof or the District of Columbia, or (ii) change its legal form if the Borrower determines that such action is in its best interests and makes such change in a manner reasonably acceptable to the Administrative Agent (including with respect to the continued perfection of Liens and satisfaction of customary Patriot Act requirements);

(e) so long as no Default exists or would result therefrom, Holdings may (i) merge, amalgamate or consolidate with any other Person; provided that (x) Holdings shall be the continuing or surviving Person or the continuing or surviving Person shall expressly assume the obligations of Holdings under the Loan Documents in a manner reasonably acceptable to the Administrative Agent and (y) such merger, amalgamation or consolidation shall not result in any Foreign Subsidiary of Holdings that is not a CFC prior to such merger, amalgamation or consolidation becoming a CFC, or (ii) change its legal form if Borrower determines that such action is in its best interests and makes such change in a manner reasonably acceptable to the Administrative Agent (including with respect to the continued perfection of Liens and satisfaction of customary Patriot Act requirements);

(f) so long as no Default exists or would result therefrom at the time of entry into a definitive agreement with respect thereto, any Restricted Subsidiary may merge, amalgamate or consolidate with any other Person in order to effect an Investment permitted pursuant to Section 7.02; provided that if the Borrower is a party to the transaction effected pursuant to this Section 7.04(f), (i) the Borrower shall be the continuing or surviving Person or the continuing or surviving Person shall expressly assume the obligations of the Borrower under the Loan Documents in a manner reasonably acceptable to the Administrative Agent and (ii) such transaction shall not result in the Borrower ceasing to be organized under the laws of the United States, any state thereof or the District of Columbia; and

(g) a merger, dissolution, liquidation, consolidation or Disposition, the purpose of which is to effect a Disposition permitted pursuant to Section 7.05.

Section 7.05 Dispositions. Make any Disposition, except:

(a) Dispositions of obsolete, damaged, worn out, used or surplus property, whether now owned or hereafter acquired, in the ordinary course of business and Dispositions of property no longer used or useful in the conduct of the business of the Borrower and the Restricted Subsidiaries;

(b) Dispositions of (i) inventory, (ii) equipment and goods held for sale in the ordinary course of business and (iii) immaterial assets (considered in the aggregate) in the ordinary course of business;

(c) (i) any exchange or swap of assets, or lease, assignment or sublease of any real property or personal property of like property for use in a business permitted by Section 7.07 and (ii) Dispositions of property to the extent that (x) such property is exchanged for credit against the purchase price of similar replacement property or (y) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property;

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(d) Dispositions of property among Holdings, the Borrower or the Restricted Subsidiaries; provided that if the transferor of such property is a Loan Party (i) the transferee thereof must be a Loan Party or (ii) such Investment must be a permitted Investment in accordance with Section 7.02;

(e) Dispositions permitted by Section 7.02 (other than Section 7.02(g)), Section 7.04 and Section 7.06 and Liens permitted by Section 7.01;

(f) Dispositions with respect to property built or acquired by Holdings, the Borrower or any Restricted Subsidiary after the Closing Date, including pursuant to sale-leaseback transactions; provided that the Net Cash Proceeds thereof are applied in accordance with Section 2.05(b)(ii);

(g) Dispositions of cash and Cash Equivalents in the ordinary course of business;

(h) leases, subleases, licenses or sublicenses (including the provision of software under an open source license), in each case in the ordinary course of business and which do not materially interfere with the business of the Borrower and the Restricted Subsidiaries, taken as a whole;

(i) transfers of property subject to Casualty Events upon receipt of the Net Cash Proceeds of such Casualty Event;

(j) Dispositions of property not otherwise permitted under this Section 7.05; provided that (i) at the time of such Disposition (other than any such Disposition made pursuant to a commitment entered into at a time when no Default exists), no Default shall exist or would result from such Disposition; and (ii) with respect to any Disposition pursuant to this clause (j) for a purchase price in excess of $1,000,000, the Borrower or any of the Restricted Subsidiaries shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens, other than Liens permitted by Section 7.01); provided, however, that for the purposes of this clause (ii), (A) any liabilities (as shown on Holdings’ or such Restricted Subsidiary’s most recent balance sheet provided hereunder or in the footnotes thereto) of Holdings, the Borrower or such Restricted Subsidiary, that are assumed by the transferee with respect to the applicable Disposition or for which the Borrower and all of the Restricted Subsidiaries shall have been validly released by all applicable creditors in writing, (B) any securities or other obligations or assets received by Holdings, the Borrower or such Restricted Subsidiary from such transferee that are converted by Holdings, the Borrower or such Restricted Subsidiary into cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received) within one hundred and eighty (180) days following the closing of the applicable Disposition and (C) any Designated Non-Cash Consideration received in respect of such Disposition having an aggregate fair market value as determined by the Borrower in good faith, taken together with all other Designated Non-Cash Consideration received pursuant to this clause (C) that is at that time outstanding, not in excess of $2,500,000, with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value, shall be deemed to be cash;

(k) Dispositions of Investments in Joint Ventures or any Subsidiary that is not wholly owned to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture or similar parties set forth in joint venture arrangements and similar binding arrangements;

(l) Dispositions of accounts receivable in the ordinary course of business in connection with the collection or compromise thereof;

(m) any issuance or sale of Equity Interests in, or sale of Indebtedness or other securities of, an Unrestricted Subsidiary; provided that the Borrower or any of the Restricted Subsidiaries shall receive not less than 75% of the consideration with respect to such issuance or sale in the form of cash or Cash Equivalents;

(n) the unwinding of any Swap Contract;

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(o) any Disposition (i) arising from foreclosure, casualty, condemnation or any similar action or transfers by reason of eminent domain with respect to any property or other asset of Holdings, the Borrower or any of its Restricted Subsidiaries or (ii) by reason of the exercise of termination rights under any lease, sublease, license, sublicense, concession or other agreement; and

(p) Dispositions required to be made to comply with the order of any Governmental Authority or applicable Law;

provided that any Disposition of any property pursuant to Sections 7.05(b)(i), (c), (f), (j), and (m) shall be for no less than the fair market value of such property at the time of such Disposition as determined by the Borrower in good faith. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than a Loan Party, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and, if requested by the Collateral Agent, upon the certification by the Borrower that such Disposition is permitted by this Agreement, the Collateral Agent shall be authorized to take any actions deemed appropriate in order to effect the foregoing.

Section 7.06 Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, except:

(a) each Restricted Subsidiary may make Restricted Payments to the Borrower and the other Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary, the Borrower and any other Restricted Subsidiaries and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests);

(b) the Borrower and each of its Restricted Subsidiaries may declare and make dividend payments or other distributions payable solely in the Equity Interests (other than Disqualified Equity Interests not otherwise permitted by Section 7.03) of such Person;

(c) [reserved];

(d) to the extent constituting Restricted Payments, the Borrower and the Restricted Subsidiaries may enter into and consummate transactions (and the Borrower and the Restricted Subsidiaries may make Restricted Payments to Holdings) expressly permitted by any provision of Section 7.02, Section 7.03, Section 7.04, Section 7.05 or Section 7.08 (other than Section 7.08(k) or (cc));

(e) redemptions, repurchases, retirements or other acquisitions of Equity Interests in Holdings, the Borrower or any of the Restricted Subsidiaries deemed to occur upon exercise of stock options or warrants or similar rights if such Equity Interests represent a portion of the exercise price of such options or warrants or similar rights;

(f) the Borrower and the Restricted Subsidiaries may pay (or make Restricted Payments to allow Holdings or any direct or indirect parent thereof to pay, so long as in the case of any payment in respect of Equity Interests of any direct or indirect parent of Holdings, the amount of such Restricted Payment is directly attributable to the Equity Interests of Holdings owned directly or indirectly by such parent) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of Holdings (or such direct or indirect parent thereof) held by any of Holdings’, the Borrower’s or any Restricted Subsidiary’s present or former officers, directors, employees, members of management and consultants, their respective estates, spouses, former spouses, domestic partners and former domestic partners in connection with the death, disability, retirement or termination of employment of any such Person (or a breach of any non-compete or other restrictive covenant or confidentiality obligations of any such Person at any time after such Person’s disability, retirement or termination of employment) in an aggregate amount after the Closing Date, together with the aggregate amount of loans and advances to Holdings made pursuant to Section 7.02(l) in lieu of Restricted Payments permitted by this clause (f), not to exceed $3,000,000 in the aggregate in any calendar year with any unused amounts in any calendar year carried over to the subsequent calendar year; provided that such amount in any calendar year may be increased by an amount not to exceed (x) the cash

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proceeds received by Holdings, the Borrower or any of the Restricted Subsidiaries from the sale of Equity Interests (other than Disqualified Equity Interests or Specified Equity Contributions) of Holdings or any direct or indirect parent of Holdings (to the extent contributed to Holdings) to any of Holdings’, the Borrower’s or any Restricted Subsidiary’s present or former employee, officer, director, member of management or consultant (or the estates, spouse, former spouse, domestic partner or former domestic partner of any of the foregoing) that occurs after the Closing Date, plus (y) the cash proceeds of key man life insurance policies received by Holdings, the Borrower or the Restricted Subsidiaries after the Closing Date; provided that Holdings may elect to apply all or any portion of the aggregate increase contemplated by clauses (x) and (y) above in any calendar year;

(g) the Borrower and the Restricted Subsidiaries may make Restricted Payments to Holdings or to any direct or indirect parent of Holdings:

(i) the proceeds of which shall be used to pay (or make Restricted Payments to allow any direct or indirect parent thereof to pay) operating costs and expenses of Holdings or its direct or indirect parents incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business, and directly attributable to the ownership or operations of the Borrower and the Restricted Subsidiaries;

(ii) the proceeds of which shall be used to pay (or make Restricted Payments to allow any direct or indirect parent thereof to pay) franchise and similar Taxes, and other fees and expenses, required to maintain its (or any of such direct or indirect parent’s) corporate or legal existence;

(iii) to finance any Investment permitted to be made pursuant to Section 7.02; provided that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (B) Holdings shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) to be contributed to the Borrower or a Restricted Subsidiary or (2) the merger, amalgamation, consolidation or sale of all or substantially all assets (to the extent permitted in Section 7.04) of the Person formed or acquired into the Borrower or a Restricted Subsidiary in order to consummate such Investment, in each case, in accordance with the requirements of Section 6.11 and Section 7.02;

(iv) the proceeds of which shall be used to pay (or make Restricted Payments to allow any direct or indirect parent thereof to pay) costs, fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering permitted by this Agreement;

(v) the proceeds of which (A) shall be used to pay customary salary, bonus, severance and other benefits payable to, and indemnities provided on behalf of, directors, officers, employees, members of management and consultants of Holdings or any direct or indirect parent company of Holdings and any payroll, social security or similar Taxes in connection therewith to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of Holdings and its Subsidiaries or (B) shall be used to make payments permitted under Sections 7.08(f), (h), (j), (l), (m), (n), (q) and (aa) (but only to the extent such payments have not been and are not expected to be made by the Borrower or a Restricted Subsidiary) ;

(vi) the proceeds of which will be used to make payments due or expected to be due to cover social security, medicare, withholding and other taxes payable in connection with any management equity plan or stock option plan or any other management or employee benefit plan or agreement of Holdings, or any direct or indirect parent thereof or to make any other payment that would, if made by the Borrower or any Restricted Subsidiary, be permitted;

(vii) the proceeds of which shall be used to pay cash, in lieu of issuing fractional shares, in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of Holdings or any direct or indirect parent of Holdings;

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(viii) for any taxable period for which Borrower and/or any of its Subsidiaries are members of a consolidated, combined or similar income tax group for U.S. federal and/or applicable state or local income Tax purposes of which a direct or indirect parent of Borrower is the common parent (a “Tax Group”), the proceeds of which shall be used to pay the portion of any U.S. federal, state or local income Taxes (as applicable) of such Tax Group for such taxable period that are attributable to the income of Borrower and/or its Subsidiaries; provided that (i) the amount of such dividends or other distributions for any taxable period shall not exceed the amount of such Taxes that Borrower and/or such Subsidiaries, as applicable, would have paid had Borrower and/or such Subsidiaries, as applicable, been a stand-alone taxpayer (or a stand-alone group) and (ii) dividends or other distributions in respect of an Unrestricted Subsidiary shall be permitted only to the extent that cash distributions were made by such Unrestricted Subsidiary to Borrower or any of its Restricted Subsidiaries for such purpose; and

(ix) the proceeds of which shall be used to make additional Restricted Payments to pay any dividend to Holdings or its direct or indirect parents in an aggregate amount not to exceed $25,000,000; provided that after giving Pro Forma Effect thereto, the Total Leverage Ratio calculated on a Pro Forma Basis as of the last day of the most recent Test Period would not exceed 3.75:1.00.

(h) the Borrower or any of the Restricted Subsidiaries may pay cash in lieu of fractional Equity Interests in connection with any dividend, split or combination thereof, any Permitted Acquisition or any exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests;

(i) the declaration and payment of dividends on the Borrower’s and any Restricted Subsidiary’s common stock following the first public offering of the Borrower’s or such Subsidiaries’ common stock or the common stock of Holdings or any of its direct or indirect parents after the Closing Date, of up to 6% per annum of the net proceeds received by or contributed to the Borrower in or from any such public offering, other than public offerings registered on Form S–4 or Form S–8;

(j) redemptions, repurchases, retirements or other acquisitions of Equity Interests (i) deemed to occur on the exercise of options by the delivery of Equity Interests in satisfaction of the exercise price of such options or (ii) in consideration of withholding or similar Taxes payable by any of Holdings’, the Borrower’s or any Restricted Subsidiary’s present or former officer, employee, director, member of management or consultant (or their respective estates, spouses, former spouses, domestic partners and former domestic partners), including deemed repurchases in connection with the exercise of stock options;

(k) in addition to the foregoing Restricted Payments and so long as no Default shall have occurred and be continuing or would result therefrom, the Borrower and the Restricted Subsidiaries may make additional Restricted Payments (the proceeds of which may be utilized by Holdings to make additional Restricted Payments) in an aggregate amount not to exceed (i) together with the aggregate amount of Investments pursuant to Section 7.02(cc), $7,500,000 and (ii) the Available Amount at such time, provided that in the case of this clause (ii), immediately after giving effect to such Restricted Payment, the Total Leverage Ratio as of the last day of the most recent Test Period is less than or equal to 2.00:1.00 (calculated on a Pro Forma Basis including Indebtedness to be incurred in connection therewith); and

(l) the Borrower and any Restricted Subsidiary may pay compensation in the ordinary course of business and pursuant to arm’s-length arrangements to present or former officers, directors, managers, consultants and employees for services rendered to or for the Borrower or any Restricted Subsidiary (to the extent that such payments would not otherwise fail to be treated as a Restricted Payment, in which event they must also be permitted under another exception under this Section 7.06).

Section 7.07 Change in Nature of Business. Engage in any material line of business substantially different from those lines of business conducted by the Borrower and the Restricted Subsidiaries on the Closing Date or any business reasonably related or ancillary thereto.

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Section 7.08 Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than:

(a) transactions between or among Holdings, the Borrower or any of the Restricted Subsidiaries or any entity that becomes a Restricted Subsidiary as a result of such transaction;

(b) transactions on terms substantially as favorable to the Borrower or such Restricted Subsidiary as would be obtainable by the Borrower or such Restricted Subsidiary at the time in a comparable arm’s-length transaction with a Person other than an Affiliate;

(c) (i) the Transaction and the payment of fees and expenses (including the Transaction Expenses) related to the Transaction and (ii) the existence of, or the performance by Holdings or any Restricted Subsidiary of its obligations under the terms of, any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Closing Date, and any transaction, agreement or arrangement described in this Agreement and, in each case, any amendment thereto or similar transactions, agreements or arrangements which it may enter into thereafter; provided, however, that the existence of, or the performance by Holdings or any Restricted Subsidiary of its obligations under, any future amendment to any such existing transaction, agreement or arrangement or under any similar transaction, agreement or arrangement entered into after the Closing Date shall only be permitted by this clause (ii) to the extent that the terms of any such existing transaction, agreement or arrangement (c) taken as a whole, or new transaction, agreement or arrangement are not otherwise more disadvantageous to the Lenders in any material respect than the original transaction, agreement or arrangement as in effect on the Closing Date;

(d) transactions (including Investments and Restricted Payments) among Holdings, the Borrower and/or one or more of the Subsidiaries to the extent not prohibited by this Article VII;

(e) the issuance of Equity Interests of Holdings (or any direct or indirect parent) to any Person (including any officer, director, employee, member of management or consultant of Holdings, the Borrower or any of its Subsidiaries or any direct or indirect parent of Holdings);

(f) the payment of fees and performance under any management agreement between the Borrower and the Permitted Holders, as in effect on the Closing Date, so long as no Default or Event of Default is ongoing or would result after giving effect to such payment; provided, further that any such fees not paid due to a Default or Event of Default shall be deferred and may be paid upon such date as no Default or Event of Default is ongoing or would result after giving effect to such payment;

(g) employment and severance arrangements between Holdings, the Borrower and the Restricted Subsidiaries and their respective directors, officers, employees members or management and consultants in the ordinary course of business and transactions pursuant to stock option plans and employee benefit plans and arrangements;

(h) the non-exclusive licensing of trademarks, copyrights or other IP Rights in the ordinary course of business to permit the commercial exploitation of IP Rights between or among Affiliates and Subsidiaries of the Borrower;

(i) the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, present or former directors, officers, employees, members of management and consultants of Holdings and the Restricted Subsidiaries or any direct or indirect parent of Holdings in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and the Restricted Subsidiaries;

(j) any agreement, instrument or arrangement as in effect as of the Closing Date and set forth on Schedule 7.08, or any amendment thereto (so long as any such amendment taken as a whole, is not more disadvantageous to the Lenders in any material respect as compared to the applicable agreement as in effect on the Closing Date);

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(k) Restricted Payments permitted under Section 7.06 and Investments permitted under Section 7.02;

(l) customary payments by the Borrower and any of the Restricted Subsidiaries made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities (including in connection with acquisitions or divestitures), which payments are approved by the majority of the members of the board of directors or a majority of the disinterested members of the board of directors of Holdings in good faith;

(m) transactions in which the Borrower or any of the Restricted Subsidiaries, as the case may be, delivers to the Administrative Agent a letter from an Independent Financial Advisor stating that such transaction is fair to the Borrower or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (b) of this Section 7.08;

(n) the issuance or transfer of Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its Subsidiaries to any Permitted Holder or to any former, current director, officer, employee, member of management or consultant (or their respective estates, executors, administrators, heirs, family members, legatees, distributees, spouses, former spouses, domestic partners and former domestic partners) of the Borrower, any Subsidiary or any direct or indirect parent of any of the foregoing thereof to the extent otherwise permitted by this Agreement and to the extent such issuance or transfer would not give rise to a Change of Control;

(o) [reserved];

(p) any contribution by Holdings to the capital of the Borrower or any Restricted Subsidiary;

(q) payments to or from, and transactions with, Joint Ventures (to the extent any such Joint Venture is only an Affiliate as a result of Investments by the Borrower and the Restricted Subsidiaries in such Joint Venture), non-wholly owned Subsidiaries and Unrestricted Subsidiaries in the ordinary course of business to the extent otherwise permitted under Section 7.02;

(r) [reserved];

(s) the payment of any dividend or distribution within sixty (60) days after the date of declaration thereof, if at the date of declaration (i) such payment would have complied with the provisions of this Agreement and (ii) no Event of Default occurred and was continuing;

(t) payments or loans (or cancellation of loans) or advances to employees, officers, directors, members of management or consultants (or the estates, executors, administrators, heirs, family members, legatees, distributes, spouse, former spouse, domestic partner or former domestic partner or any of the foregoing) of Holdings, any direct or indirect parent companies or any of its Subsidiaries and employment agreements, consulting arrangements, severance arrangements, stock option plans and other similar arrangements with such employees, officers, directors, members of management or consultants (or the estates, executors, administrators, heirs, family members, legatees, distributes, spouse, former spouse, domestic partner or former domestic partner of any of the foregoing);

(u) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement, which are fair to Holdings and its Restricted Subsidiaries, in the reasonable determination of the board of directors or the senior management of the Borrower, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party;

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(v) the entering into of any Tax sharing agreement or arrangement to the extent payments under such agreement or arrangement would otherwise be permitted under Section 7.06(g)(ii) or (viii);

(w) any contribution to the capital of Holdings or any of its Restricted Subsidiaries (other than contributions not permitted under Section 7.06);

(x) transactions permitted under Section 7.04 and/or Section 7.05 solely for the purpose of (a) reorganizing to facilitate any initial public offering of securities of Holdings or any direct or indirect parent company (b) forming a holding company, or (c) reincorporating Holdings or the Borrower in a new jurisdiction;

(y) transactions between Holdings or any Restricted Subsidiary and any Person, a director of which is also a director of Holdings or any direct or indirect parent of Holdings; provided, however, that such director abstains from voting as a director of Holdings or such direct or indirect parent, as the case may be, on any matter involving such other Person;

(z) the formation and maintenance of any consolidated group or subgroup for tax, accounting or cash pooling or management purposes in the ordinary course of business;

(aa) the issuance of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by the board of directors of Holdings or any direct or indirect parent company of Holdings or a Subsidiary of Holdings, as appropriate, in good faith;

(bb) investments by the Permitted Holders in debt securities of Holdings or any of its Restricted Subsidiaries so long as, when such debt securities were initially issued, non-Affiliates were generally being offered the opportunity to invest in such debt securities on terms no less favorable than the terms offered to the Permitted Holders; and

(cc) transactions undertaken in good faith (as certified by a Responsible Officer of the Borrower) for the purpose of improving the consolidated tax efficiency of Holdings and its Subsidiaries that are not otherwise prohibited by any covenant set forth in this Agreement.

Section 7.09 Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document) that limits the ability of (a) any Restricted Subsidiary that is not a Loan Party to make Restricted Payments to (directly or indirectly) or to make or repay loans or advances to any Loan Party or to Guarantee the Obligations of any Loan Party under the Loan Documents or (b) any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Lenders with respect to the Facility and the Obligations under the Loan Documents; provided that the foregoing clauses (a) and (b) shall not apply to Contractual Obligations that:

(a) (x) exist on the Closing Date and (y) to the extent set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted modification, replacement, renewal, extension or refinancing of such Indebtedness so long as such modification, replacement, renewal, extension or refinancing does not expand the scope of such Contractual Obligation;

(b) are binding on a Restricted Subsidiary at the time such Restricted Subsidiary first becomes a Restricted Subsidiary, so long as such Contractual Obligations were not entered into in contemplation of such Person becoming a Restricted Subsidiary;

(c) represent Indebtedness of a Restricted Subsidiary that is not a Loan Party that is permitted by Section 7.03;

(d) are required by or pursuant to applicable Law;

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(e) are customary restrictions that arise in connection with (x) any Lien permitted by Section 7.01(a), (i), (j), (l), (m), (n), (p), (q), (s), (u), (v), (y), (z), (aa), (bb), (dd) or any document in connection therewith; provided that such restriction relates only to the property subject to such Lien or (y) any Disposition permitted by Section 7.05 applicable pending such Disposition solely to the assets subject to such Disposition;

(f) are customary provisions in joint venture agreements and other similar agreements applicable to Joint Ventures and non-wholly owned Subsidiaries permitted under Section 7.02 and applicable solely to such Person entered into in the ordinary course of business;

(g) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the property financed by or the subject of such Indebtedness and the proceeds and products thereof and, in the case of any Term Loan Refinancing Debt and any Revolving Credit Refinancing Debt, permit the Liens securing the Obligations without restriction (subject to any Junior Lien Intercreditor Agreement, as applicable);

(h) are customary restrictions on leases, subleases, licenses, sublicenses, Equity Interests, or asset sale agreements and other similar agreements otherwise permitted hereby so long as such restrictions relate to the assets subject thereto;

(i) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(e), (g), (n)(i), (q), (r), or (t) to the extent that such restrictions apply only to the property or assets securing such Indebtedness;

(j) are customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any Restricted Subsidiary;

(k) are customary provisions restricting assignment of any agreement entered into in the ordinary course of business;

(l) are restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business;

(m) [reserved];

(n) arise in connection with cash or other deposits permitted under Section 7.01;

(o) comprise restrictions imposed by any agreement governing Indebtedness entered into after the Closing Date and permitted under Section 7.03 that are, taken as a whole, in the good faith judgment of the Borrower, not materially more restrictive with respect to the Borrower or any Restricted Subsidiary than (x) customary market terms for Indebtedness of such type, (y) the restrictions contained in this Agreement or (z) restrictions in effect on the Closing Date (pursuant to documents in effect on the Closing Date), so long as the Borrower shall have determined in good faith that such restrictions will not affect its obligation or ability to make any payments required hereunder;

(p) apply by reason of any applicable Law, rule, regulation or order or are required by any Governmental Authority having jurisdiction over Holdings’, the Borrower’s or Restricted Subsidiary’s status (or the status of any Subsidiary of such Restricted Subsidiary) as a Captive Insurance Subsidiary;

(q) contracts or agreements for the sale or Disposition of assets, including any restriction with respect to a Subsidiary imposed pursuant to an agreement entered into for the sale or Disposition of the Equity Interests or assets of such Subsidiary;

(r) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; or

(s) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (a) through (r) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower, no more restrictive in any material respect with respect to such restrictions (taken as a whole) than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing.

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Section 7.10 Financial Covenants.

(a) Total Leverage Ratio. Permit the Total Leverage Ratio as of the last day of any Test Period (beginning with the Test Period ending on June 30, 2015) to be greater than the ratio set forth below opposite the last day of such Test Period:

Test Period	Total Leverage Ratio
June 30, 2015 to September 30, 2015		4.75:1.00
December 31, 2015 to September 30, 2016		4.25:1.00
December 31, 2016 to September 30, 2017		3.25:1.00
December 31, 2017 to September 30, 2019		3.00:1.00
December 31, 2019 and thereafter		2.75:1.00

(b) Interest Coverage Ratio. Permit the Interest Coverage Ratio as of the last day of any Test Period (beginning with the Test Period ending on June 30, 2015) to be less than 3.75:1.00.

Section 7.11 Accounting Changes. Make any change in fiscal year; provided, however, that the Borrower may, upon written notice to the Administrative Agent, change its fiscal year to any other fiscal year reasonably acceptable to the Administrative Agent, in which case, the Borrower and the Administrative Agent will, and are hereby authorized by the Lenders to, make any adjustments to this Agreement that are necessary to reflect such change in fiscal year.

Section 7.12 Prepayments, Etc. of Indebtedness; Certain Amendments.

(a) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that payments of regularly scheduled principal, interest, mandatory prepayments, fees, expenses and indemnification obligations and any “AHYDO” payment shall be permitted) any Indebtedness of a Loan Party (except, with respect to Holdings, to the extent such prepayment, redemption, purchase, defeasance or other satisfaction thereof is funded with a Restricted Payment permitted under Section 7.06(k)) that is secured by a junior lien or subordinated to the Obligations, in each case, expressly by its terms (other than Indebtedness among Holdings and its Subsidiaries) (collectively, “Junior Financing”), except (A) the refinancing thereof with the Net Cash Proceeds of, or in exchange for, any Permitted Refinancing, (B) the prepayment, redemption, repurchase, defeasance, exchange, acquisition or retirement or other acquisition of any Junior Financing in exchange for, or out of the proceeds of, the substantially concurrent sale of, Equity Interests of Holdings (or any direct or indirect parent of Holdings, the Borrower or any Restricted Subsidiary) or contributions to the equity capital of Holdings, the Borrower or any Restricted Subsidiary (other than any Disqualified Equity Interests), (C) the prepayment of Indebtedness of the Borrower or any Restricted Subsidiary owed to Holdings, the Borrower or a Restricted Subsidiary or the prepayment of any other Junior Financing with the proceeds of any other Junior Financing otherwise permitted by Section 7.03, (D) the conversion of Indebtedness to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parents and (E) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount, not to exceed the Available Amount at such time.

(b) Amend, modify or change in any manner that would be materially adverse to the interests of the Lenders, any term or condition of any Junior Financing Documentation in respect of any Indebtedness having an aggregate outstanding principal amount equal to or greater than the Threshold Amount (other than as a result of a Permitted Refinancing thereof), without the consent of the Administrative Agent.

(c) Amend, modify or change its certificate or articles of incorporation (including, without limitation, by the filing or modification of any certificate or articles of designation), certificate of formation, limited liability company agreement or by-laws (or the equivalent organizational documents), as applicable, in each case, in any manner materially adverse to the interests of the Lenders.

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Section 7.13 Holdings. In the case of Holdings, conduct, transact or otherwise engage in any business or operations other than the following: (i) its ownership of the Equity Interests of the Borrower and its other Subsidiaries, (ii) the maintenance of its legal existence (including the incurrence of fees, costs and expenses relating to such maintenance), (iii) the performance of its obligations with respect to the Loan Documents, any Permitted Ratio Debt, any Term Loan Refinancing Debt, any Credit Agreement Revolving Credit Refinancing Indebtedness, any Revolving Credit Refinancing Debt, Credit Agreement Term Refinancing Indebtedness, and any agreement contemplated in connection with a transaction otherwise permitted under this Section 7.13, (iv) any public offering of its common stock or any other issuance of its Equity Interests (including Qualified Equity Interests), (v) any transaction permitted under Section 7.04 or Section 7.05, (vi) making Restricted Payments with any amounts received pursuant to transactions permitted under, and for the purposes contemplated by, Section 7.06, (vii) making Investments in the Borrower and its Subsidiaries, (viii) guaranteeing the obligations of the Borrower and its Subsidiaries in each case solely to the extent such obligations of such Subsidiaries are not prohibited hereunder and the performance of obligations in respect of Indebtedness of the type permitted under Section 7.03 and Liens of the type permitted under Section 7.01, (ix) participating in tax, accounting and other administrative matters as a member of the consolidated, combined, unitary or similar group that included Holdings and the Borrower, (x) holding any cash, Cash Equivalents or other property received in connection with Restricted Payments received from, and Investments in Holdings made by, its Subsidiaries, contributions to its capital or in excluding for the issuance of Equity Interests and Investments received in respect of any of the foregoing pending application thereof by Holdings, (xi) providing indemnification to its directors and officers, (xii) making Investments in assets that are Cash Equivalents and (xiii) activities incidental to legal, tax and accounting matters in connection with the foregoing and to the businesses or activities described in clauses (i) to (xii) of this Section 7.13.

Section 7.14 Limits on Issuance of Equity Interests.

(a) Will not, and will not permit any of the Restricted Subsidiaries to, issue any Disqualified Equity Interests.

(b) Will not permit any wholly-owned Restricted Subsidiaries to issue any Equity Interests (including by way of sales of treasury stock), except (i) for transfers and replacements of then outstanding shares of Equity Interests, (ii) for stock splits, stock dividends and other issuances which do not decrease the percentage ownership of Holdings or any of its Subsidiaries in any class of Equity Interests of such Restricted Subsidiary, (iii) in the case of Foreign Subsidiaries of Holdings, to qualify directors to the extent required by applicable Law and for other nominal share issuances to Persons other than Holdings and its Subsidiaries to the extent required under applicable Law, (iv) for issuances by Subsidiaries of the Borrower which are newly created or acquired in accordance with the terms of this Agreement, (v) issuances of Equity Interests in connection with any Investment permitted by Section 7.02 or Disposition permitted by Section 7.05.

ARTICLE VIII

EVENTS OF DEFAULT AND REMEDIES

Section 8.01 Events of Default. Each of the events referred to in clauses (a) through (k) of this Section 8.01 shall constitute an “Event of Default”:

(a) Non-Payment. The Borrower fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan, or (ii) within five (5) Business Days after the same becomes due, any interest on any Loan or any other amount payable hereunder or with respect to any other Loan Document; or

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(b) Specific Covenants. The Borrower, any Restricted Subsidiary or, in the case of Section 7.13, Holdings, fails to perform or observe any term, covenant or agreement contained in (i) any of Section 6.03, Section 6.05 (solely with respect to the Borrower), Section 6.17 or Article VII (other than Section 7.10); or (ii) Section 7.10; provided that an Event of Default under this clause (ii) is subject to cure pursuant to Section 8.04; or

(c) Other Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in Section 8.01(a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for thirty (30) days after the receipt by the Borrower of written notice thereof from the Administrative Agent; or

(d) Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by the Borrower or any Subsidiary Guarantor herein, in any other Loan Document, or in any document required to be delivered in connection herewith or therewith shall be incorrect or misleading in any material respect when made or deemed made; or

(e) Cross-Default. Any Loan Party or any Restricted Subsidiary (A) fails to make any payment beyond the applicable grace period, if any, whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, in respect of any Indebtedness (other than Indebtedness hereunder) having an aggregate outstanding principal amount (individually or in the aggregate with all other Indebtedness as to which such a failure shall exist) of not less than the Threshold Amount or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity; provided that this clause (e)(B) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder; provided, further, that such failure is unremedied and is not waived by the holders of such Indebtedness prior to any termination of the Commitments or acceleration of the Loans pursuant to Section 8.02; or

(f) Insolvency Proceedings, Etc. Holdings, the Borrower or any Restricted Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for sixty (60) calendar days, or an order for relief is entered in any such proceeding; or

(g) Judgments. There is entered against Holdings, the Borrower or any Restricted Subsidiary a final judgment or order for the payment of money in an aggregate amount exceeding the Threshold Amount (to the extent not covered by self-insurance (if applicable) or independent third-party insurance as to which the insurer has been notified of such judgment or order and has not denied coverage thereof) and such judgment or order shall not have been satisfied, vacated, discharged or stayed or bonded pending an appeal for a period of sixty (60) consecutive days; or

(h) ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or would reasonably be expected to result in liability of the Borrower or any of its ERISA Affiliates under Title IV of ERISA in an aggregate amount which would reasonably be expected to result in a Material Adverse Effect or (ii) with respect to a Foreign Plan, a termination, withdrawal or noncompliance with applicable Law or plan terms that would reasonably be expected to result in a Material Adverse Effect; or

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(i) Invalidity of Loan Documents. Any material provision of the Loan Documents, taken as a whole, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder (including as a result of a transaction permitted under Section 7.04 or 7.05) or the satisfaction in full of all the Obligations, ceases to be in full force and effect; or the Borrower contests in writing the validity or enforceability of the Loan Documents, taken as a whole; or the Borrower or any Subsidiary Guarantor denies in writing that it has any or further liability or obligation under the Loan Documents, taken as a whole (other than as a result of repayment in full of the Obligations and termination of the Aggregate Commitments), or purports in writing to revoke or rescind the Loan Documents, taken as a whole; or

(j) Collateral Documents. Any Collateral Document with respect to a material portion of the Collateral after delivery thereof pursuant to Section 4.01, 6.11 or 6.13 shall for any reason (other than pursuant to the terms hereof or thereof including as a result of a transaction permitted under Section 7.04 or 7.05) cease to create, or any Lien purported to be created by such Collateral Document shall be asserted in writing by the Borrower or any other Loan Party not to be, a valid and perfected Lien, with the priority required by the Collateral Documents, on and security interest in any material portion of the Collateral purported to be covered thereby, subject to Liens permitted under Section 7.01, except to the extent that (i) any such loss of perfection or priority results from the failure of the Administrative Agent or the Collateral Agent to take any action within their control, including the failure to maintain possession of certificates actually delivered to it representing securities pledged under the Collateral Documents or to file Uniform Commercial Code (or foreign equivalent) continuation statements, (ii) except as to Collateral consisting of real property to the extent that such losses are covered by a lender’s title insurance policy and such insurer has not denied coverage; or (iii) such loss of perfected security interest may be remedied by the filing of appropriate documentation without the loss of priority; or

(k) Change of Control. There occurs any Change of Control.

Section 8.02 Remedies upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may with the consent of, and shall at the request of, the Required Lenders (and, in the case of an Event of Default in respect of Section 7.10 (subject to the provisions of Section 8.01(b)(ii) and Section 8.04)) take any or all of the following actions:

(a) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated;

(b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; and

(c) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Law,

provided that upon the occurrence of an Event of Default under Section 8.01(f), with respect to the Borrower, the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

Section 8.03 Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), subject to any First Lien Intercreditor Agreement and/or any Junior Lien Intercreditor Agreement, any amounts received on account of the Obligations shall be applied by the Collateral Agent in the following order:

First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs payable under Section 10.04 and amounts payable under Article III) payable to the Administrative Agent and the Collateral Agent, in each case, in its capacity as such;

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Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including Attorney Costs payable under Section 10.04 and amounts payable under Article III), ratably among them in proportion to the amounts described in this clause Second payable to them;

Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and L/C Borrowings, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them;

Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, the Obligations under Secured Hedge Agreements and Cash Management Obligations, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fourth held by them;

Fifth, to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit;

Sixth, to the payment of all other Obligations of the Loan Parties that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and

Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section.

Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrower.

Section 8.04 Borrower’s Right to Cure.

(a) Notwithstanding anything to the contrary contained in Section 8.01 or 8.02, for purposes of determining whether any Event of Default or potential Event of Default under the covenants set forth in Section 7.10 as of any date, and at any time until the expiration of the tenth (10th) Business Day after the date on which financial statements are required to be delivered pursuant to Section 6.01(a) or (b), as applicable with respect to the applicable fiscal quarter hereunder (the “Cure Expiration Date”), the Permitted Holders (or any other Person so long as no Change of Control results therefrom) may make a Specified Equity Contribution to Holdings, and Holdings may apply the amount of the net cash proceeds thereof to increase Consolidated EBITDA with respect to such fiscal quarter; provided that such net cash proceeds (i) are actually received by the Borrower as cash common equity or any other Qualified Equity Interests (including through capital contribution of such net cash proceeds to the Borrower) no later than the Cure Expiration Date and (ii) are Not Otherwise Applied. The parties hereby acknowledge that solely during the 4-fiscal quarter period in which any Specified Equity Contribution is included in the calculation of Consolidated EBITDA, this Section 8.04(a) may not be relied on for purposes of calculating any financial ratios other than as applicable to Section 7.10 and shall not result in any adjustment to any amounts, other than the amount of the

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Consolidated EBITDA referred to in the immediately preceding sentence, including any reduction in the amount of any indebtedness effected with the proceeds of any Specified Equity Contribution, in each case during the period in which such Specified Equity Contribution is included in the calculation of Consolidated EBITDA.

(b) The right to make a Specified Equity Contribution is subject to the following conditions: (i) no more than two Specified Equity Contributions may be made in any period of four consecutive fiscal quarters, (ii) no more than five Specified Equity Contributions will be made in the aggregate during the term of this Agreement, (iii) the amount of any Specified Equity Contribution shall be no more than the amount required to cause the Borrower to be in Pro Forma Compliance with Section 7.10 for any applicable period, (iv) there shall be no pro forma reduction in Indebtedness or increase in cash with the proceeds of any Specified Equity Contribution for determining compliance with Section 7.10 for the fiscal quarter included in Consolidated EBITDA and (v) all Specified Equity Contributions shall be disregarded for purposes of determining pricing, financial ratio-based conditions or certain expressly identified baskets with respect to covenants contained in the Loan Documents.

(c) Notwithstanding anything to the contrary contained in Section 8.01 or 8.02, (A) upon receipt of a Specified Equity Contribution by the Borrower, the covenants set forth in Section 7.10 shall be deemed satisfied and complied with as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply with Section 7.10 and any Default or Event of Default related to any failure to comply with Section 7.10 shall be deemed not to have occurred for any purpose under the Loan Documents and (B) upon receipt by the Administrative Agent of a notice from Holdings of its intent to make a Specified Equity Contribution and exercise its rights under this Section 8.04 prior to the Cure Expiration Date, none of the Administrative Agent or any Lender shall exercise any rights or remedies under Section 8.02 (or under any other Loan Document) available during the continuance of any Default or Event of Default on the basis of any actual or purported failure to comply with Section 7.10 until such failure is not cured with the proceeds of a Specified Equity Contribution on or prior to the Cure Expiration Date; provided that, for the avoidance of doubt, no Lender shall be required to make Loans, Letters of Credit or other extensions of credit during the ten (10) Business Day period referred to above unless the Borrower has received the proceeds of such Specified Equity Contribution.

ARTICLE IX

ADMINISTRATIVE AGENT AND OTHER AGENTS

Section 9.01 Appointment and Authority of the Agents.

(a) Each Lender hereby irrevocably appoints each Agent to act on its behalf as its agent hereunder and under the other Loan Documents and authorizes each Agent to take such actions on its behalf and to exercise such powers as are delegated to such Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article IX, other than in respect of Section 9.09 and Section 9.11, are solely for the benefit of the Agents and the Lenders, and the Borrower shall not have rights as a third party beneficiary of any such provision.

(b) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (i) provided to the Agents in this Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Agent” as used in this Article IX and in the definition of “Agent-Related Persons” included the L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to the L/C Issuer.

(c) The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a Lender, Swing Line Lender (if applicable), L/C Issuer (if applicable) and a potential Hedge Bank and/or Cash Management Bank) hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of (and to hold any security interest created by the Collateral Documents for and on behalf of or in trust for) the Secured Parties for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” (and

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any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article IX (including Section 9.07, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. Without limiting the generality of the foregoing, the Lenders hereby expressly authorize the Administrative Agent to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto (including any First Lien Intercreditor Agreement, any Junior Lien Intercreditor Agreement and/or any other intercreditor agreements entered into in connection herewith, and security trust documents, if applicable), as contemplated by, in accordance with or otherwise in connection with the provisions of this Agreement and the Collateral Documents and acknowledge and agree that any such action by any Agent shall bind the Lenders.

Section 9.02 Rights as a Lender. Any Person serving as an Agent (including as an Administrative Agent) or L/C Issuer hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not an Agent or L/C Issuer and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include each Person serving as an Agent or L/C Issuer hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not an Agent or L/C Issuer hereunder and without any duty to provide notice or account therefor to the Lenders. The Lenders acknowledge that, pursuant to such activities, any Agent or L/C Issuer or its Affiliates may receive information regarding any Loan Party or any of its Affiliates (including information that may be subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge that no Agent or L/C Issuer shall be under any obligation to provide such information to them.

Section 9.03 Exculpatory Provisions. None of the Agents shall have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, an Agent:

(a) shall not be subject to any fiduciary or other implied (or express) duties, regardless of whether a Default has occurred and is continuing and without limiting the generality of the foregoing, the use of the term “agent” herein and in the other Loan Documents with reference to any Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under any agency doctrine of any applicable Law and instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties;

(b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that such Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided that no Agent shall be required to take any action (or where so instructed, refrain from exercising) that, in its opinion or the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable Law; and

(c) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by any Person serving as an Agent or any of its Affiliates in any capacity.

No Agent shall be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as such Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 8.02 and Section 10.01) or (ii) in the absence of its own gross negligence or willful misconduct as determined by the final judgment of a court of competent jurisdiction, in connection with its duties expressly set forth herein. The Administrative Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until notice describing such Default or Event of Default is given to the Administrative Agent by the Borrower or a Lender.

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No Agent-Related Person shall be responsible for or have any duty to ascertain or inquire into (i) any recital, statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default (including, without limitation, compliance with the terms and conditions of Section 10.07(h)(iii)), (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, (v) the value or the sufficiency of any Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent, or to inspect the properties, books or records of any Loan Party or any Affiliate thereof.

Section 9.04 Reliance by the Agents. Each Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan or issuance of a Letter of Credit that by its terms must be fulfilled to the satisfaction of a Lender, each Agent may presume that such condition is satisfactory to such Lender unless such Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. The Agents may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

Each Agent may at any time request instructions from the Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the Loan Documents such Agent is permitted or desires to take or to grant, and the Administrative Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. No Lenders shall have any right of action whatsoever against any Agent as a result of such Agent acting or refraining from acting under this Agreement or any of the other Loan Documents in accordance with the instructions of the Required Lenders. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders (or such greater number of Lenders as may be expressly required hereby in any instance) and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders; provided that the any Agent shall not be required to take any action that, in its opinion or in the opinion of its counsel, may expose such Agent to liability or that is contrary to any Loan Document or applicable Law.

Section 9.05 Delegation of Duties. Each Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Documents by or through any one or more sub agents appointed by such Agent. Any Agent and any such sub agent may perform any and all of its duties and exercise its rights and powers by or through their respective Agent-Related Persons. The exculpatory provisions of this Article IX shall apply to any such sub agent and to the Agent-Related Persons of such Agent and any such sub agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as such Agent.

Section 9.06 Non-Reliance on Administrative Agent and Other Lenders; Disclosure of Information by Agents. Each Lender acknowledges that no Agent-Related Person has made any representation or warranty to it, and that no act by any Agent hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender represents to each Agent that it has, independently and without

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reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower and the other Loan Parties hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the other Loan Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by any Agent herein, such Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person.

Section 9.07 Indemnification of Agents. Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand each Agent and each Agent-Related Person (solely to the extent any such Agent-Related Person was performing services on behalf of such Agent) (to the extent not reimbursed by or on behalf of any Loan Party and without limiting the obligation of any Loan Party to do so), pro rata, and hold harmless each Agent and each Agent-Related Person (solely to the extent any such Agent-Related Person was performing services on behalf of such Agent) from and against any and all Indemnified Liabilities incurred by it; provided that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities resulting from such Agent-Related Person’s own gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction; provided that no action taken in accordance with the directions of the Required Lenders (or such other number or percentage of the Lenders as shall be required by the Loan Documents) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section 9.07. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Liabilities, this Section 9.07 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person. Without limitation of the foregoing, each Lender shall reimburse the Agents upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Agents are not reimbursed for such expenses by or on behalf of the Borrower; provided that such reimbursement by the Lenders shall not affect the Borrower’s continuing reimbursement obligations with respect thereto; provided, further, that the failure of any Lender to indemnify or reimburse the Administrative Agent shall not relieve any other Lender of its obligation in respect thereof. The undertaking in this Section 9.07 shall survive termination of the Aggregate Commitments, the payment of all other Obligations and the resignation of any Agent.

Section 9.08 No Other Duties; Other Agents, Arrangers, Managers, Etc. Each Agent hereby agrees to act in its capacity as such upon the express conditions contained herein and the other Loan Documents, as applicable. Anything herein to the contrary notwithstanding, none of the Joint Bookrunners, Arrangers or other agents listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as an Agent or a Lender hereunder and such Persons shall have the benefit of this Article IX. Without limiting the foregoing, none of the Lenders or other Persons so identified shall have or be deemed to have any agency or fiduciary or trust relationship with any Lender, Holdings, the Borrower or any of their respective Subsidiaries. Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders or other Persons so identified in deciding to enter into this Agreement or in taking or not taking action hereunder.

Section 9.09 Resignation of an Agent. The Administrative Agent or Collateral Agent may at any time resign by giving thirty (30) days’ prior written notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Borrower (which consent of the Borrower shall not be unreasonably withheld or delayed) at all times other than during the existence of an Event of Default pursuant to Section 8.01(a) or 8.01(f), to appoint a successor, which shall be a Lender or a bank with an office in the United States, or an Affiliate of any such Lender or bank with an office in the United States (in each case, other than a Disqualified Institution). If no such successor shall have been so appointed by the Required

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Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation, then such Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment and then the retiring Agent, as applicable, may on behalf of the Lenders and the L/C Issuer, appoint a successor Agent, meeting the qualifications set forth above with the consent of the Borrower (such consent not to be unreasonably withheld or delayed); provided that no consent of the Borrower shall be required if an Event of Default under Section 8.01(a) or 8.01(f) has occurred and is continuing; provided that if no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective and (A) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any Collateral security held by the Administrative Agent or Collateral Agent on behalf of the Secured Parties under any of the Loan Documents, the retiring Administrative Agent or Collateral Agent, as applicable, shall continue to hold such Collateral security as bailee, trustee or other applicable capacity until such time as a successor of such Agent is appointed) and (B) all payments, communications and determinations provided to be made by, to or through the Administrative Agent and Administrative Agent shall instead be made by or to each Lender and the L/C Issuer directly (and each Lender and the L/C Issuer will cooperate with the Borrower to enable the Borrower to take such actions), until such time as the Required Lenders or the Borrower, as applicable, appoint a successor Administrative Agent or Collateral Agent, as applicable, as provided for above in this clause. Upon the acceptance of a successor’s appointment as Administrative Agent or Collateral Agent , as applicable, hereunder and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Mortgages, and such other instruments or notices, as may be necessary, or as the Required Lenders may reasonably request, in order to (i) continue the perfection of the Liens granted or purported to be granted by the Collateral Documents or (ii) otherwise ensure that the requirements of Section 6.11 are satisfied, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and such retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article IX and Section 10.04 and Section 10.05 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Agent-Related Persons in respect of any actions taken or omitted to be taken by any of them solely in respect of the Loan Documents or Obligations, as applicable, while the retiring Agent was acting as Administrative Agent or Collateral Agent, as applicable.

Section 9.10 Administrative Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(i) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent under Sections 2.03(i) and (j), Section 2.09 and Section 10.04) allowed in such judicial proceeding; and

(ii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same, and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Agents and their respective agents and counsel, and any other amounts due the Administrative Agent under Section 2.09 and Section 10.04.

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

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Section 9.11 Collateral and Guaranty Matters. Each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) irrevocably agree:

(a) that any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document shall be automatically released (i) upon expiration or termination of the Aggregate Commitments and payment in full of all Obligations (other than (w) outstanding Letters of Credit that have been Cash Collateralized on terms reasonably satisfactory to the L/C Issuer or otherwise satisfied as reasonably agreed by the L/C Issuer, (x) obligations under Secured Hedge Agreements, (y) Cash Management Obligations and (z) contingent indemnification obligations not yet accrued and payable), (ii) at the time the property subject to such Lien is transferred or to be transferred as part of or in connection with any transfer permitted hereunder or under any other Loan Document to any Person other than a Loan Party, (iii) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.01), (iv) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) or (d) below or (v) if and to the extent such property constitutes an Excluded Asset.

(b) to release or subordinate any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i), Section 7.01(n), Section 7.01(p) and Section 7.01(kk);

(c) to release any Guarantor from its obligations under the Guaranty and the Collateral Documents if (i) in the case of any Subsidiary, such Person ceases to be a Restricted Subsidiary as a result of a transaction or designation permitted hereunder, (ii) becomes an Unrestricted Subsidiary or an Excluded Subsidiary as a result of a transaction or designation permitted hereunder or (iii) in the case of Holdings, as a result of a transaction permitted hereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any Credit Agreement Refinancing Indebtedness or any Junior Financing;

(d) if any Guarantor shall cease to be a Material Subsidiary (as certified in writing by a Responsible Officer), and the Borrower notifies the Administrative Agent in writing that it wishes such Guarantor to be released from its obligations under the Guaranty and provides the Administrative Agent and the Collateral Agent such certifications or documents as either such Agent shall reasonably request, (i) to release such Subsidiary from its obligations under the Guaranty and (ii) to release any Liens granted by such Subsidiary or Liens on the Equity Interests of such Subsidiary; provided that no such release shall occur if such Subsidiary continues to be a guarantor in respect of any Credit Agreement Refinancing Indebtedness or any Junior Financing; and

(e) that the Administrative Agent and the Collateral Agent are irrevocably authorized to act collectively through the Administrative Agent and, without limiting the delegation of authority to the Administrative Agent set forth herein, the Required Lenders shall direct the Administrative Agent with respect to the exercise of rights and remedies hereunder (including with respect to alleging the existence or occurrence of, and exercising rights and remedies as a result of, any Default or Event of Default in each case that could be waived with the consent of the Required Lenders), and such rights and remedies shall not be exercised other than through the Administrative Agent; provided that the foregoing shall not preclude any Lender from exercising any right of set-off in accordance with the provisions of Section 10.09 or enforcing compliance with the provisions set forth in the first proviso of Section 10.01 or from exercising rights and remedies (other than the enforcement of Collateral) with respect to any payment default after the occurrence of the Maturity Date with respect to any Loans made by it.

Upon request by the Administrative Agent at any time, the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.01 will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any

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Guarantor from its obligations under the Guaranty pursuant to this Section 9.11. In each case as specified in this Section 9.11, the applicable Agent will (and each Lender irrevocably authorizes the applicable Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.11.

Section 9.12 Intercreditor Agreement. The Administrative Agent and the Collateral Agent are authorized to enter into any First Lien Intercreditor Agreement and any Junior Lien Intercreditor Agreement and/or any other intercreditor agreements entered into in connection herewith (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements in connection with the incurrence by any Loan Party of any Permitted Pari Passu Secured Term Refinancing Debt, any Permitted Junior Secured Term Refinancing Debt or any Revolving Credit Refinancing Debt, in order to permit such Indebtedness to be secured by a valid, perfected lien (with such priority as may be designated by the Borrower or relevant Subsidiary, to the extent such priority is permitted by the Loan Documents)), and the parties hereto acknowledge that any First Lien Intercreditor Agreement (if entered into) and any Junior Lien Intercreditor Agreement (if entered into) and/or any other intercreditor arrangement (if entered into) will be binding upon them. Each Lender (a) hereby agrees that it will be bound by and will take no actions contrary to the provisions of any First Lien Intercreditor Agreement or Junior Lien Intercreditor Agreement, as applicable (if or when entered into) (and any amendments, amendments and restatements, restatements or waivers of or supplements to or other modifications to, such agreements in connection with the incurrence by any Loan Party of any Permitted Pari Passu Secured Term Refinancing Debt, any Permitted Junior Secured Term Refinancing Debt or any Revolving Credit Refinancing Debt, in order to permit such Indebtedness to be secured by a valid, perfected lien (with such priority as may be designated by the Borrower or relevant Subsidiary, to the extent such priority is permitted by the Loan Documents)), and to subject the Liens on the Collateral securing the Obligations to the provisions thereof.

Section 9.13 Secured Cash Management Agreements and Secured Hedge Agreements. Except as otherwise expressly set forth herein or in any Guaranty or any Collateral Document, no Cash Management Bank or Hedge Bank that obtains the benefits of Section 8.03, any Guaranty or any Collateral by virtue of the provisions hereof or of any Guaranty or any Collateral Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article IX to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Cash Management Obligations or Obligations arising under Secured Hedge Agreements unless the Administrative Agent has received written notice of such Cash Management Obligations or such Obligations arising under Secured Hedge Agreements, together with such supporting documentation as the Administrative Agent may reasonably request, from the applicable Cash Management Bank or Hedge Bank, as the case may be.

Section 9.14 Withholding Tax. To the extent required by any applicable Laws (as determined in good faith by the Administrative Agent), the Administrative Agent may withhold from any payment to any Lender under any Loan Document an amount equivalent to any applicable withholding Tax. Without limiting or expanding the provisions of Section 3.01, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after demand therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the IRS or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold Tax from amounts paid to or for the account of such Lender for any reason (including because the appropriate form was not delivered or not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of withholding Tax ineffective). A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes each Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 9.14. The agreements in this Section 9.14 shall survive the resignation and/or replacement of any Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations. For the avoidance of doubt, the term “Lender” shall, for purposes of this Section 9.14, include the L/C Issuer and any Swing Line Lender.

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ARTICLE X

MISCELLANEOUS

Section 10.01 Amendments, Etc. Except as otherwise set forth in this Agreement, no amendment, modification, supplement or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders (or the Administrative Agent and the Administrative Agent, with the consent of the Required Lenders) and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent and the Administrative Agent, and each such waiver, amendment, modification, supplement or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that, no such amendment, modification, supplement, waiver or consent shall:

(a) extend or increase the Commitment of any Lender without the written consent of each Lender directly and adversely affected thereby (it being understood that a waiver of any condition precedent set forth in Section 4.01 or Section 4.02 or the waiver of any Default, Event of Default, mandatory prepayment or mandatory reduction of the Commitments shall not constitute an extension or increase of any Commitment of any Lender) (provided that any Lender, upon the request of the Borrower, may extend the maturity date of any of such Lender’s Commitments without the consent of any other Lender, including the Required Lenders);

(b) postpone any date scheduled for, or reduce the amount of, any payment of principal or interest under Section 2.07 or Section 2.08 without the written consent of each Lender directly and adversely affected thereby, it being understood that the waiver of (or amendment to the terms of) any mandatory prepayment of the Loans shall not constitute a postponement of any date scheduled for the payment of principal or interest (provided that any Lender, upon the request of the Borrower, may extend the maturity date of any of such Lender’s Commitments without the consent of any other Lender, including the Required Lenders);

(c) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clauses (i), (ii) and (iii) of the second proviso to this Section 10.01) any fees (including fees set forth in Section 2.05(a)(iv)) or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly and adversely affected thereby, it being understood that any change to the definitions of the Total Leverage Ratio or the Interest Coverage Ratio or, in each case, in the component definitions thereof shall not constitute a reduction in the rate of interest; provided that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest at the Default Rate;

(d) change (i) Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender or (ii) the order of application of any reduction in the Commitments or any prepayment of Loans among the Facilities from the application thereof set forth in the applicable provisions of Section 2.05(b) or 2.06(b), respectively, in any manner that materially and adversely affects the Lenders under a Facility without the written consent of (i) with respect to Term Loans, the Required Term Lenders and (ii) with respect to Revolving Credit Loans or Revolving Credit Commitments, the Required Revolving Credit Lenders;

(e) change the duration of interest periods for Eurodollar Rate Loans to a period other than 1, 2, 3 or 6 months without the written consent of each Lender directly and adversely affected thereby;

(f) permit assignment of rights and obligations of the Borrower, without the written consent of each Lender directly and adversely affected thereby;

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(g) change any provision of this Section 10.01 or the definition of “Required Lenders,” “Required Facility Lenders,” “Required Revolving Credit Lenders” or “Pro Rata Share” without the written consent of each Lender adversely affected thereby;

(h) other than in a transaction permitted under Section 7.04 or Section 7.05, release all or substantially all of the Collateral in any transaction or series of related transactions (except as expressly permitted by the Collateral Documents or this Agreement), without the written consent of each Lender; or

(i) other than in a transaction permitted under Section 7.04 or Section 7.05, release all or substantially all of the aggregate value of the Guaranty or all or substantially all of the Guarantors (except as expressly permitted by the Collateral Documents or this Agreement), without the written consent of each Lender;

provided, further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, adversely affect the rights or duties of the L/C Issuer under this Agreement or any Letter of Credit Application relating to any Letter of Credit issued or to be issued by it, (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, adversely affect the rights or duties of the Swing Line Lender under this Agreement, (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, adversely affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent under this Agreement or any other Loan Document; (iv) Section 10.07(g) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification. Any such waiver and any such amendment, modification or supplement in accordance with the terms of this Section 10.01 shall apply equally to each of the Lenders and shall be binding on the Loan Parties, the Lenders, the Agents and all future holders of the Loans and Commitments. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver, or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender (it being understood that any Commitments or Loans held or deemed held by any Defaulting Lender shall be excluded for a vote of the Lenders hereunder requiring any consent of the Lenders).

Notwithstanding the foregoing:

(a) [reserved];

(b) no Lender consent is required to effect any amendment or supplement to any First Lien Intercreditor Agreement or any Junior Lien Intercreditor Agreement (i) that is for the purpose of adding the holders of Permitted Pari Passu Secured Term Refinancing Debt, Permitted Junior Secured Term Refinancing Debt or Revolving Credit Refinancing Debt (or a Senior Representative with respect thereto) as parties thereto, as expressly contemplated by the terms of such First Lien Intercreditor Agreement or such Junior Lien Intercreditor Agreement, as applicable (it being understood that any such amendment or supplement may make such other changes to the applicable intercreditor agreement as, in the good faith determination of the Administrative Agent, are required to effectuate the foregoing; provided that such other changes are not adverse, in any material respect, to the interests of the Lenders) or (ii) that is expressly contemplated by the comparable provisions, if any, of any First Lien Intercreditor Agreement or any Junior Lien Intercreditor Agreement; provided that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent, as applicable; and

(c) this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (i) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans and the Revolving Credit Loans and the accrued interest and fees in respect thereof and (ii) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders.

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Notwithstanding anything to the contrary contained in this Section 10.01, the Guaranty, the Collateral Documents and related documents executed by Subsidiaries in connection with this Agreement and the other Loan Documents may be in a form reasonably determined by the Administrative Agent and may be, together with this Agreement, amended and waived with the consent of the Administrative Agent at the request of the Borrower without the need to obtain the consent of any other Lender if such amendment or waiver is delivered in order (i) to comply with local Law or advice of local counsel, (ii) to cure ambiguities, errors, omissions, defects or inconsistencies or other errors of a technical nature or (iii) to cause such Guaranty, Collateral Document or other document to be consistent with this Agreement and the other Loan Documents.

Section 10.02 Notices and Other Communications; Facsimile Copies.

(a) General. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subclause (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

(i) if to Holdings, the Borrower, the Administrative Agent, the Collateral Agent, the L/C Issuer or the Swing Line Lender, to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 10.02 or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to the other parties; and

(ii) if to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by such party in a notice to the Borrower, the Administrative Agent, the L/C Issuer and the Swing Line Lender.

All such notices and other communications shall be deemed to be given or made upon the earlier to occur of (i) actual receipt by the relevant party hereto and (ii) (A) if delivered by hand or by courier, when signed for by or on behalf of the relevant party hereto; (B) if delivered by mail, four (4) Business Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile, when sent and receipt has been confirmed by telephone; and (D) if delivered by electronic mail (which form of delivery is subject to the provisions of Section 10.02(c)), when delivered; provided that notices and other communications to the Administrative Agent, the L/C Issuer and the Swing Line Lender pursuant to Article II shall not be effective until actually received by such Person. In no event shall a voice mail message be effective as a notice, communication or confirmation hereunder.

(b) Electronic Communication. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Lender, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

(c) Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

(d) The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF

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THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Agent-Related Persons or any Arranger (collectively, the “Agent Parties”) have any liability to Holdings, the Borrower, any Lender, or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s or the Administrative Agents’ transmission of Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to Holdings, the Borrower, any Lender or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).

(e) Change of Address. Each of Holdings, the Borrower and the Administrative Agent may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the Borrower, the Administrative Agent, the L/C Issuer and Swing Line Lender. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent have on record (i) an effective address, contact name, telephone number, facsimile number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United States Federal and state securities Laws, to make reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal or state securities laws.

(f) Reliance by the Administrative Agent and the Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Loan Notices and Swing Line Loan Notices) purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

Section 10.03 No Waiver; Cumulative Remedies. No failure by any Lender, the L/C Issuer or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 8.02 for the benefit of all the Lenders and the L/C Issuer; provided, however, that the foregoing shall not prohibit (a) each Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as an Administrative Agent) hereunder and under the other Loan Documents, (b) the L/C Issuer or the Swing Line Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as the L/C Issuer or Swing Line Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 10.09 (subject to the terms of Section 2.13), or (d) any Lender from filing proofs of

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claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.02 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.13, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

Section 10.04 Attorney Costs and Expenses. The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and their Affiliates (including all Attorney Costs of Cahill Gordon & Reindel LLP as counsel for the Administrative Agent (and a single local counsel in each relevant jurisdiction or otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheld, conditioned or delayed))), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the each Administrative Agent, any Lender or the L/C Issuer (including Attorney Costs of one firm or counsel for the Administrative Agent, any Lender or the L/C Issuer, taken as a whole (and a single local counsel in each relevant jurisdiction or otherwise retained with the Borrower’s consent (such consent not to be unreasonably withheld, conditioned or delayed, which may include a single special counsel acting in multiple jurisdictions)) in connection with the enforcement or protection of any rights (A) in connection with this Agreement and the other Loan Documents, including any rights under this Section, or (B) in connection with Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

Section 10.05 Indemnification by the Borrower.

(a) The Borrower shall indemnify each Administrative Agent (and any sub-agent thereof), each Lender and the L/C Issuer , together with their respective Affiliates, and the officers, directors, employees, agents, attorney-in-fact, partners, trustees and advisors of such Persons and of such Persons’ Affiliates, and each Agent-Related Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related documented or invoiced out-of-pocket expenses (including the Attorney Costs of one counsel for all Indemnitees and, if necessary, one firm of local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all Indemnitees taken as a whole (and, in the case of an actual or perceived conflict of interest, where the Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and any Agent-Related Persons only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto and without regard to the exclusive or contributory negligence of any Indemnitees (all of the foregoing, collectively, the “Indemnified Liabilities”); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (w) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (x) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such

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claim as determined by a court of competent jurisdiction, (y) material breach of the obligations of such Indemnitee or any of such Indemnitee’s Affiliates or any of the officers, directors, employees, advisors, agents or other representatives of any of the foregoing (as determined by a court of competent jurisdiction in a final and non-appealable decision) or (z) disputes between or among Indemnitees to the extent such disputes do not arise from any act or omission of Borrower or its Affiliates (other than claims of such Indemnitee acting in its capacity as an Agent or Arranger or similar role hereunder) unless such claims arise from the gross negligence, bad faith or willful misconduct of such Indemnitee (as determined by a court of competent jurisdiction in a final and non-appealable decision).

(b) Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Issuer or any Agent-Related Person of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer or such Agent-Related Person, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Agent-Related Person of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (b) are subject to the provisions of Section 2.12(d).

(c) Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, no party hereto shall assert, and each party hereto hereby waives, any claim against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. Nothing in the first sentence of this subsection (c) shall relieve the Borrower of any obligation it may have to indemnify an Indemnitee against special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction.

(d) Payments. All amounts due under this Section 10.05 shall be payable not later than ten Business Days after demand therefor; provided, however, that such Indemnitee shall promptly refund such amount to the extent that there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification or contribution rights with respect to such payment pursuant to the express terms of this Section 10.05.

(e) Survival. The agreements in this Section shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.

Section 10.06 Marshaling; Payments Set Aside. None of the Administrative Agent or any Lender shall be under any obligation to marshal any assets in favor of the Loan Parties or any other party or against or in payment of any or all of the Obligations. To the extent that any payment by or on behalf of the Borrower is made to any Agent, the L/C Issuer or any Lender, or any Agent, the L/C Issuer or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent, the L/C Issuer or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender and the L/C Issuer severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders and the L/C Issuer under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.

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Section 10.07 Successors and Assigns.

(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither Holdings nor the Borrower may, except as permitted by Section 7.04, assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subclause (b) of this Section, (ii) by way of participation in accordance with the provisions of subclause (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subclause (f) of this Section, or (iv) to an SPC in accordance with the provisions of subclause (g) of this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subclause (d) of this Section and, to the extent expressly contemplated hereby, the Agent-Related Persons of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Assignments by Lenders. Any Lender may at any time after the Closing Date assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this Section 10.07(b), participations in L/C Obligations and Swing Line Loans) at the time owing to it); provided that any such assignment shall be subject to the following conditions:

(i) Minimum Amounts.

(A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans of any Class and the Loans at the time owing to it or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

(B) in any case not described in subclause (b)(i)(A) of this Section, the aggregate amount of the Commitment or, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to (x) in the case of an assignment of a Term Loan, the Administrative Agent and (y) in the case of an assignment of a Revolving Credit Loan or Revolving Credit Commitment, the Administrative Agent, or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 (in the case of the Revolving Credit Facility), or $1,000,000 (in the case of a Term Loan), unless the Administrative Agent and, so long as no Event of Default under Section 8.01(a) or, solely with respect to the Borrower or any material Guarantor, Section 8.01(f) has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met.

(ii) Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned.

(iii) Required Consents. No consent shall be required for any assignment except to the extent required by subclause (b)(i)(B) of this Section and, in addition:

(A) the consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed) shall be required unless (1) an Event of Default under Section 8.01(a) or, solely with respect to the Borrower or any material Guarantor, Section 8.01(f), has occurred and is continuing at the time of such assignment, (2) in the case of an assignment of a Term Loan, such

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assignment is to a Term Loan Lender, an Affiliate of a Term Loan Lender or an Approved Fund of a Term Loan Lender, (3) in the case of an assignment of a Revolving Credit Loan or Revolving Credit Commitment, such assignment is to another Revolving Credit Lender or an Affiliate of a Revolving Credit Lender or an Approved Fund of a Revolving Credit Lender, or (4) if the Borrower has not responded to a written request for its consent to an assignment within ten Business Days; provided that Loans or Commitments may not be assigned to a Disqualified Institution in reliance on this clause (4);

(B) (1) with respect to assignments of Term Loans, the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required and (2) with respect to assignments of Revolving Credit Loans and Revolving Credit Commitments, the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required, in each case, if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender; provided, however, that the consent of the Administrative Agent shall not be required for any assignment to an Affiliated Lender or a Person that upon effectiveness of an assignment would be an Affiliated Lender, except for the separate consent rights of the Administrative Agent pursuant to clause (h)(iv) of this Section 10.07;

(C) the consent of the L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender; provided, however, that the consent of the L/C Issuer shall not be required for any assignment of a Term Loan or any assignment to an Affiliated Lender or a Person that upon effectiveness of an assignment would be an Affiliated Lender; and

(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender; provided, however, that the consent of the Swing Line Lender shall not be required for any assignment of a Term Loan or any assignment to an Affiliated Lender or a Person that upon effectiveness of an assignment would be an Affiliated Lender.

(iv) Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 (other than in connection with any assignment effected pursuant to any primary syndication of the Facility); provided that the Administrative Agent may, in its sole discretion, elect to waive or reduce such processing and recordation fee in the case of any assignment. The Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. All assignments shall be by novation unless otherwise agreed to, or required by, the Administrative Agent.

(v) No Assignments to Certain Persons. No such assignment shall be made (A) to Holdings, the Borrower or any of the Borrower’s Subsidiaries except as permitted under Section 2.05(a)(iv), (B) subject to subclause (h) below, any of the Borrower’s Affiliates, (C) to a natural person or (D) to a Disqualified Institution unless the Borrower has consented to such assignment to such entity, in which case such entity will not be considered a Disqualified Institution for the purpose of such assignment. The list of the Disqualified Institutions shall be posted on a Platform accessible to both Public Lenders and non-Public Lenders, which may be updated from time to time by the Borrower in the same manner to the extent updates are permitted in the definition of “Disqualified Institution”; provided that any such updates will not retroactively designate any entity as a Disqualified Institution to the extent that the updates that designate such entity as a Disqualified Institution occur after the relevant trade date.

This clause (b) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities or Classes of Loans or Commitments on a non-pro rata basis.

Subject to acceptance and recording thereof by each Administrative Agent pursuant to clause (c) of this Section (and, in the case of an Affiliated Lender or a Person that, after giving effect to such assignment, would become

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an Affiliated Lender, subject to the requirements of clause (h) of this Section), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 3.01, Section 3.04, Section 3.05, Section 10.04 and Section 10.05 with respect to facts and circumstances occurring prior to the effective date of such assignment and shall continue to be bound by Section 10.08). Upon request, and the surrender by the assigning Lender of its Note, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subclause (d) of this Section.

(c) Each Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and related interest amounts) of the Loans, L/C Obligations (specifying the Unreimbursed Amounts), L/C Borrowings and amounts due under Section 2.03, owing to each Lender pursuant to the terms hereof from time to time (collectively, the “Register”). The entries in the Register shall, subject to clause (h) of this Section, be conclusive absent manifest error, and the Borrower, the Agents and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, any Agent and any Lender, at any reasonable time and from time to time upon reasonable prior notice. This Section 10.07(c) and Section 2.11 shall be construed so that all Loans are at all times maintained in “registered form” within the meaning of Section 163(f), Section 871(h)(2) and Section 881(c)(2) of the Code and any related Treasury regulations (or any other relevant or successor provisions of the Code or of such Treasury regulations).

(d) Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, the L/C Issuer or the Swing Line Lender, sell participations to any Person (other than a natural person or the Borrower or any of the Borrower’s Affiliates or Subsidiaries or to a Disqualified Institution unless the Borrower has consented to such participation to such entity, in which case such entity will not be considered a Disqualified Institution for the purpose of such participation) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Agents and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement or any other Loan Document; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in clauses (a), (b), (c), (g) and (h) of the first proviso to Section 10.01 that directly and adversely affects such Participant. Subject to subclause (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Section 3.01, Section 3.04 and Section 3.05 (subject to the limitations and requirements of such sections and Section 3.06 and Section 3.07 and it being understood that the documentation required under Section 3.01(d) shall be delivered solely to the participating Lender), to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by applicable Law, each Participant also shall be entitled to the benefits of Section 10.09 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender.

(e) Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01, 3.04 or 3.05 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, except to the extent that a Participant’s right to a greater payment results from a Change in Law after the Participant becomes a Participant. If a Lender sells a participation pursuant to Section 10.07(d), that Lender shall (acting solely for this purpose as a non-fiduciary agent of the Borrower) maintain a

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register complying with the requirements of Section 163(f), Section 871(h) and Section 881(c)(2) of the Code and the Treasury regulations issued thereunder relating to the exemption from withholding for portfolio interest on which is entered the name and address of each Participant and the principal and interest amounts of each Participant’s interest in the Loans or other obligations under this Agreement (the “Participant Register”). The entries in the Participant Register shall be conclusive absent manifest error, and the Borrower and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary; provided that no Lender shall have the obligation to disclose all or a portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any loans or other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary in connection with a Tax audit or other proceeding to establish that any loans are in registered form for U.S. federal income tax purposes.

(f) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(g) Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower (an “SPC”) the option to provide all or any part of any Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. Each party hereto hereby agrees that (i) neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrower under this Agreement (including its obligations under Section 3.01, 3.04 or 3.05), except to the extent that the SPC’s right to a greater payment results from a Change in Law after the grant to the SPC takes place, (ii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (iii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (i) with notice to, but without prior consent of the Borrower and the Administrative Agent and with the payment of a processing fee of $3,500 (which processing fee may be waived by the Administrative Agent in its sole discretion), assign all or any portion of its right to receive payment with respect to any Loan to the Granting Lender and (ii) disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or Guarantee or credit or liquidity enhancement to such SPC.

(h) Any Term Lender may, at any time, assign all or a portion of its rights and obligations solely with respect to Term Loans under this Agreement to a Person who is or will become, after such assignment, an Affiliated Lender or an Affiliated Debt Fund through (x) Dutch auctions open to all Term Lenders in accordance with procedures of the type described in Section 2.05(a)(iv) or (y) open market purchase on a non-pro rata basis, subject to the following limitations:

(i) Affiliated Lenders will not receive information provided solely to Lenders by the Administrative Agent or any Lender and will not be permitted to attend or participate in meetings attended solely by the Lenders and the Administrative Agent, other than the right to receive notices of prepayments and other administrative notices in respect of its Term Loans required to be delivered to Lenders pursuant to Article II;

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(ii) in connection with any Dutch auction, (A) each Affiliated Lender that (x) purchases any Term Loans pursuant to this clause (h) shall represent and warrant to the seller and (y) sells any Term Loan hereunder shall represent and warrant to the buyer, in each case, that it does not possess material non-public information with respect to Holdings and its Subsidiaries or the securities of any of them that has not been disclosed to the Lenders generally (other than Lenders who elect not to receive such information) or (B) each Affiliated Lender that makes any purchase described in clause (x) above or any sale described in clause (y) above shall disclose to the seller or buyer, as applicable, that it cannot make the foregoing representation and warranty;

(iii) (A) the aggregate principal amount of Term Loans held at any one time by Affiliated Lenders shall not exceed 25% of the original principal amount of all Term Loans at such time outstanding , in each case, after giving effect to any substantially simultaneous cancellation thereof (such percentage, the “Affiliated Lender Cap”), (B) unless otherwise agreed to in writing by the Required Lenders, no assignment which would result in Affiliated Lenders holding Term Loans with an aggregate principal amount in excess of the Affiliated Lender Cap, shall be effective with respect to such excess amount of the Term Loans (and such excess assignment shall be and be deemed null and void); provided that each of the parties hereto agrees and acknowledges that the Administrative Agent shall not be liable for any losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements of any kind or nature whatsoever incurred or suffered by any Person in connection with any compliance or non-compliance with this clause (h)(iii) or any purported assignment exceeding the Affiliated Lender Cap limitation, as the case may be, or for any assignment being deemed null and void hereunder and (C) in the event of an acquisition pursuant to the last sentence of this clause (h) which would result in the Affiliated Lender Cap being exceeded, the most recent assignment to an Affiliated Lender involved in such acquisition shall be unwound and deemed null and void to the extent that the Affiliated Lender Cap would otherwise be exceeded; and

(iv) as a condition to each assignment pursuant to this clause (h), the Administrative Agent shall have been provided an assignment and assumption in the form of Exhibit E-2 in connection with each assignment to an Affiliated Lender or an Affiliated Debt Fund or a Person, including notice that, upon effectiveness of such assignment, such Person would constitute an Affiliated Lender or an Affiliated Debt Fund and (without limitation of the provisions of clause (ii) above) shall be under no obligation to record such assignment in the Register until three (3) Business Days after receipt of such notice.

Each Affiliated Lender and each Affiliated Debt Fund agrees to notify the Administrative Agent promptly (and in any event within ten (10) Business Days) if it acquires any Person who is also a Lender, and each Lender agrees to notify the Administrative Agent promptly (and in any event within ten (10) Business Days) if it becomes an Affiliated Lender or an Affiliated Debt Fund. Such notice shall contain the type of information required and be delivered to the same addressee as set forth in Exhibit E-2.

(i) Notwithstanding anything in Section 10.01 or the definition of “Required Lenders” to the contrary:

(i) for purposes of determining whether the Required Lenders have (A) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document or any departure by any Loan Party therefrom, or subject to Section 10.07(j), any plan of reorganization pursuant to the U.S. Bankruptcy Code, (B) otherwise acted on any matter related to any Loan Document, or (C) directed or required the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, (1) no Affiliated Lender shall have any right to consent (or not consent), otherwise act or direct or require the Administrative Agent or any Lender to take (or refrain from taking) any such action and (2) all Term Loans held by such Affiliated Lenders shall be deemed to have been voted in the same proportion as the allocation of voting by Term Lenders that are not Affiliated Lenders for all purposes of calculating whether the Required Lenders have taken any actions;

(ii) Affiliated Debt Funds may not in the aggregate account for more than 49.9% of the amounts set forth in the calculation of Required Lenders and any amount in excess of 49.9% will be subject to the limitations set forth in clause (i)(i) above;

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(iii) Affiliated Lenders shall have the right to vote on any amendment, modification, waiver, consent or other action described in the first proviso to Section 10.01 or otherwise requiring the written consent of each Lender or of each Lender directly and adversely affected thereby; and

(iv) no amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document or any departure by any Loan Party therefrom may affect any Affiliated Lender in a manner that is disproportionate to the effect on any Lender of the same Class of that would deprive such Affiliated Lender of its pro rata share of any payments to which it is entitled.

(j) Notwithstanding anything in this Agreement or the other Loan Documents to the contrary, each Affiliated Lender hereby agrees that, if a proceeding under any Debtor Relief Law shall be commenced by or against the Borrower or any other Loan Party at a time when such Lender is an Affiliated Lender, such Affiliated Lender irrevocably authorizes and empowers the Administrative Agent to vote on behalf of such Affiliated Lender with respect to the Term Loans held by such Affiliated Lender in any manner in the Administrative Agent’s sole discretion, unless the Administrative Agent instructs such Affiliated Lender to vote, in which case such Affiliated Lender shall vote with respect to the Term Loans held by it as the Administrative Agent directs; provided that such Affiliated Lender shall be entitled to vote in accordance with its sole discretion (and not in accordance with the direction of the Administrative Agent) in connection with any plan of reorganization to the extent any such plan of reorganization proposes to treat any Obligations held by such Affiliated Lender in a manner that is less favorable in any material respect to such Affiliated Lender than the proposed treatment of similar Obligations held by Lenders that are not Affiliated Lenders. The Lenders and each Affiliated Lender agree and acknowledge that the provisions set forth in this Section 10.07(j) and the related provisions set forth in each Assignment and Assumption entered into by an Affiliated Lender constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) of the United States Bankruptcy Code, and, as such, would be enforceable for all purposes in any case where Holdings, the Borrower or any Restricted Subsidiary has filed for protection under any law relating to bankruptcy, insolvency or reorganization or relief of debtors applicable to Holdings, the Borrower or such Restricted Subsidiary, as applicable. Each Affiliated Lender hereby irrevocably appoints the Administrative Agent (such appointment being coupled with an interest) as such Affiliated Lender’s attorney-in-fact, with full authority in the place and stead of such Affiliated Lender and in the name of such Affiliated Lender (solely in respect of Term Loans and participations therein and not in respect of any other claim or status such Affiliated Lender may otherwise have), from time to time in the Administrative Agent’s discretion to take any action and to execute any instrument that the Administrative Agent may deem reasonably necessary to carry out the provisions of this Section 10.07(j).

(k) Notwithstanding anything to the contrary contained herein, the L/C Issuer or the Swing Line Lender may, upon thirty (30) days’ notice to the Borrower and the Lenders, resign as the L/C Issuer or the Swing Line Lender, respectively; provided that on or prior to the expiration of such 30-day period with respect to such resignation, the L/C Issuer or the Swing Line Lender shall have identified a successor L/C Issuer or Swing Line Lender reasonably acceptable to the Borrower willing to accept its appointment as successor L/C Issuer or Swing Line Lender, as applicable. In the event of any such resignation of the L/C Issuer or the Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders willing to accept such appointment a successor L/C Issuer or Swing Line Lender hereunder; provided that no failure by the Borrower to appoint any such successor shall affect the resignation of the L/C Issuer or the Swing Line Lender, as the case may be, except as expressly provided above. If the L/C Issuer resigns as the L/C Issuer, it shall retain all the rights and obligations of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as the L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If the Swing Line Lender resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Except as provided in the last two (2) sentences of this clause (k), a discharge of duties and obligations of the L/C Issuer or the Swing Line Lender shall not be contingent on the appointment of a successor.

(l) With respect to any assignment or participation by a Lender without the Borrower’s consent to a Disqualified Institution (or any Affiliate thereof) or, to the extent the Borrower’s consent is required under this Section 10.07, to any other Person, such assignment or participation will not be rendered void as a result but the Borrower shall be entitled to pursue any remedy available to it (whether at law or in equity, but excluding specific performance

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to unwind such assignment or participation) against the Lender and such Disqualified Institution, but in no case shall the Borrower be entitled to pursue any remedy against the Administrative Agent (except in its capacity as a Lender or as a result of its gross negligence, willful misconduct, bad faith or material breach in review and recordation of any Assignment and Assumption); provided that with respect to any assignment or participation to a Disqualified Institution without the Borrower’s consent (A) the Borrower may, at the Borrower’s sole expense and effort, upon notice to such Disqualified Institution and the Administrative Agent, require such Disqualified Institution to assign, without recourse (in accordance with and subject to the restrictions contained in this Section 10.07), all of its interests, rights and obligations under this Agreement to one or more Eligible Assignees; provided that the relevant assignment shall otherwise comply with this Section 10.07 (except that no registration and processing fee required under this Section 10.07 shall be required with respect to any assignment pursuant to this paragraph); and (B) the Loans and Commitments held by such Disqualified Institution shall be deemed not to be outstanding for purposes of any amendment, waiver or consent hereunder, and such Disqualified Institution shall not be permitted to attend meetings of the Lenders or receive information prepared by the Administrative Agent or any Lender in connection with this Agreement; provided, further, that any updates or supplements to the list of Disqualified Institutions maintained by the Borrower will not retroactively designate any entity as a Disqualified Institution to the extent that the updates that designate such entity as a Disqualified Institution occur after the relevant trade date. The Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Institutions. Without limiting the generality of the foregoing, the Administrative Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or prospective Lender or Participant is a Disqualified Institution or (y) have any liability with respect to or arising out of any assignment or participation, or disclosure of confidential information, to any Disqualified Institution.

Section 10.08 Confidentiality. Each of the Administrative Agent, the Collateral Agent, the Lenders and the L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process; provided that the relevant Administrative Agent or such Lender, as applicable, agrees that it will notify the Borrower as soon as reasonably practicable in the event of any such disclosure by such Person (other than at the request of a regulatory authority) unless such notification is prohibited by law, rule or regulation, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14 or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section 10.08 or (ii) becomes available to the Administrative Agent, the Collateral Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower.

For purposes of this Section 10.08, “Information” means all information received from any Loan Party or any Subsidiary thereof relating to any Loan Party or any Subsidiary thereof or their respective businesses, other than any such information that is available to the Administrative Agent, the Collateral Agent, any Lender or the L/C Issuer on a nonconfidential basis prior to disclosure by any Loan Party or any Subsidiary thereof, provided that, in the case of information received from a Loan Party or any such Subsidiary after the Closing Date, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

Each of the Administrative Agent, the Collateral Agent, the Lenders and the L/C Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrower or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws.

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Section 10.09 Set-off. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates and the L/C Issuer and each of its Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate or the L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of set-off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 8.03 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Swing Line Lenders, the L/C Issuer and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations then due and owing to such Defaulting Lender as to which it exercised such right of set-off. The rights of each Lender and its Affiliates under this Section are in addition to other rights and remedies (including other rights of set-off) that such Lender or its Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such set-off and application made by such Lender or the L/C Issuer, as the case may be; provided that the failure to give such notice shall not affect the validity of such set-off and application.

Section 10.10 Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If any Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or received by an Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

Section 10.11 Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or other electronic imaging (including in .pdf format) means shall be effective as delivery of a manually executed counterpart of this Agreement.

Section 10.12 Electronic Execution of Assignments and Certain Other Documents. The words “execute,” “execution,” “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Agreement and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other modifications, Loan Notices, Swing Line Loan Notices, waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic

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Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary the Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it.

Section 10.13 Survival of Representations and Warranties. All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

Section 10.14 Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 10.15 GOVERNING LAW. THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(a) THE BORROWER, HOLDINGS, THE ADMINISTRATIVE AGENT AND EACH LENDER EACH IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY IN THE BOROUGH OF MANHATTAN AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. EACH PARTY HERETO AGREES THAT THE AGENTS AND LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST ANY LOAN PARTY IN THE COURTS OF ANY OTHER JURISDICTION IN CONNECTION WITH THE EXERCISE OF ANY RIGHTS UNDER ANY COLLATERAL DOCUMENT OR THE ENFORCEMENT OF ANY JUDGMENT.

(b) THE BORROWER, HOLDINGS, THE ADMINISTRATIVE AGENT AND EACH LENDER EACH IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN CLAUSE (a) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

Section 10.16 WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING

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OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Section 10.17 Binding Effect. This Agreement shall become effective when it shall have been executed by the Borrower, Holdings and the Administrative Agent and the Administrative Agent shall have been notified by each Lender, Swing Line Lender and the L/C Issuer that each such Lender, Swing Line Lender and the L/C Issuer has executed it and thereafter shall be binding upon and inure to the benefit of the Borrower, Holdings, each Agent and each Lender and their respective successors and assigns.

Section 10.18 Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower in respect of any such sum due from it to the Administrative Agent or the Lenders hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent from the Borrower in the Agreement Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the Person to whom such obligation was owing against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent in such currency, the Administrative Agent agrees to return the amount of any excess to the Borrower (or to any other Person who may be entitled thereto under applicable Law).

Section 10.19 Lender Action. Each Lender agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy against any Loan Party under any of the Loan Documents, the Secured Hedge Agreements or the Secured Cash Management Agreements (including the exercise of any right of set-off, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral or any other property of any such Loan Party, without the prior written consent of the Administrative Agent (which shall not be withheld in contravention of Section 9.04). The provision of this Section 10.19 is for the sole benefit of the Lenders and shall not afford any right to, or constitute a defense available to, any Loan Party.

Section 10.20 Use of Name, Logo, Etc. Each Loan Party consents to the publication in the ordinary course by the Administrative Agent or the Arrangers of customary advertising material relating to the financing transactions contemplated by this Agreement using such Loan Party’s name, product photographs, logo or trademark. Such consent shall remain effective until revoked by such Loan Party in writing to the Administrative Agent and the Arrangers.

Section 10.21 USA PATRIOT Act Notice. Each Lender that is subject to the USA PATRIOT Act and each Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the USA PATRIOT Act, it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of each Loan Party and other information that will allow such Lender or the Administrative Agent, as applicable, to identify each Loan Party in accordance with the USA PATRIOT Act. The Borrower shall, promptly following a request by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act.

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Section 10.22 Service of Process. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

Section 10.23 No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Borrower and Holdings acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Agents, the Arrangers and the Joint Bookrunners are arm’s-length commercial transactions between the Borrower, Holdings and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Joint Bookrunners, on the other hand, (B) each of the Borrower and Holdings has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Borrower and Holdings is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Agents, the Arrangers and the Joint Bookrunners are and have been, and each Lender is and has been, acting solely as a principal and, except as expressly agreed in writing by the relevant parties, have or has not been, are or is not, and will not be acting as an advisor, agent or fiduciary for the Borrower, Holdings or any of their respective Affiliates, or any other Person and (B) none of the Agents, the Arrangers, the Joint Bookrunners nor any Lender has any obligation to the Borrower, Holdings or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Agents, the Arrangers, the Joint Bookrunners, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, Holdings their respective Affiliates, and none of the Agents, the Arrangers, the Joint Bookrunners nor any Lender has any obligation to disclose any of such interests to the Borrower, Holdings or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower and Holdings hereby waives and releases any claims that it may have against the Agents, the Arrangers, the Joint Bookrunners or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

-157-

SOULCYCLE HOLDINGS, LLC, as Borrower
By:	/s/ Larry M. Segall
Name:	Larry M. Segall
Title:	Executive Vice President and Chief Financial Officer

[Signature Page to SoulCycle Credit Agreement]

SOULCYCLE INTERMEDIATE HOLDINGS LLC, as Holdings
By:	/s/ Larry M. Segall
Name:	Larry M. Segall
Title:	Manager

[Signature Page to SoulCycle Credit Agreement]

BANK OF AMERICA, N.A., as Administrative Agent
By:	/s/ Tiffany Shin
Name:	Tiffany Shin
Title:	Assistant Vice President

[Signature Page to SoulCycle Credit Agreement]

BANK OF AMERICA, N.A., as Lender, L/C Issuer and Swing Line Lender
By:	/s/ Frank Byrne
Name:	Frank Byrne
Title:	Senior Vice President

[Signature Page to SoulCycle Credit Agreement]

GOLDMAN SACHS BANK USA, as a Lender
By:	/s/ Charles D. Johnston
Name:	Charles D. Johnston
Title:	Authorized Signatory

[Signature Page to SoulCycle Credit Agreement]

CITIBANK N.A., as a Lender
By:	/s/ Alvaro De Velasco
Name:	Alvaro De Velasco
Title:	Vice President (212) 816-4312

[Signature Page to SoulCycle Credit Agreement]

CITY NATIONAL BANK, as a Lender
By:	/s/ Charles Hill
Name:	Charles Hill
Title:	Senior Vice President

[Signature Page to SoulCycle Credit Agreement]

SOULCYCLE HOLDINGS, LLC, as Borrower
By:	/s/ Larry M. Segall
Name:	Larry M. Segall
Title:	Executive Vice President and Chief Financial Officer

[Signature Page to SoulCycle Credit Agreement]

SOULCYCLE INTERMEDIATE HOLDINGS LLC, as Holdings
By:	/s/ Larry M. Segall
Name:	Larry M. Segall
Title:	Manager

[Signature Page to SoulCycle Credit Agreement]

BANK OF AMERICA, N.A., as Administrative Agent
By:	/s/ Tiffany Shin
Name:	Tiffany Shin
Title:	Assistant Vice President

[Signature Page to SoulCycle Credit Agreement]

BANK OF AMERICA, N.A., as Lender, L/C Issuer and Swing Line Lender
By:	/s/ Frank Byrne
Name:	Frank Byrne
Title:	Senior Vice President

[Signature Page to SoulCycle Credit Agreement]

GOLDMAN SACHS BANK USA, as a Lender
By:	/s/ Charles D. Johnston
Name:	Charles D. Johnston
Title:	Authorized Signatory

[Signature Page to SoulCycle Credit Agreement]

CITIBANK N.A., as a Lender
By:	/s/ Alvaro De Velasco
Name:	Alvaro De Velasco
Title:	Vice President (212) 816-4312

[Signature Page to SoulCycle Credit Agreement]

CITY NATIONAL BANK, as a Lender
By:	/s/ Charles Hill
Name:	Charles Hill
Title:	Senior Vice President

[Signature Page to SoulCycle Credit Agreement]

Schedule 1.01A

Certain Security Interests and Guarantees; Collateral Documents

Guaranty.

Security Agreement.

Copyright Security Agreement, dated as of May 15, 2015, by SoulCycle, LLC, as a pledgor, in favor of Bank of America, N.A., in its capacity as collateral agent pursuant to the Credit Agreement.

Trademark Security Agreement, dated as of May 15, 2015, by SoulCycle, LLC, as a pledgor, in favor of Bank of America, N.A., in its capacity as collateral agent pursuant to the Credit Agreement.

Schedule 1.01B

Mandatory Cost

None.

Schedule 2.01

Lenders and Commitments

Lender	Initial Term Commitment
Bank of America, N.A.	$	55,000,000
Goldman Sachs Bank USA	$	55,000,000
Citibank, N.A.	$	35,000,000
City National Bank	$	20,000,000
TOTAL	$	165,000,000
Lender	Revolving Credit Commitment
Bank of America, N.A.	$	8,333,333.34
Goldman Sachs Bank USA	$	8,333,333.33
Citibank, N.A.	$	5,303,030.30
City National Bank	$	3,030,303.03
TOTAL	$	25,000,000

Schedule 5.12

Subsidiaries and Other Equity Investments¹

Issuer	Holder	Jurisdiction of Issuer	Type of Stock/Interest Authorized	Stock/ Interests Outstanding	Certificate No.	% of Interest Pledged
SoulCycle Holdings, LLC	SoulCycle Intermediate Holdings LLC2	DE	Class B Units	100	10		100	%
SoulCycle, LLC	SoulCycle Holdings, LLC	NY	Unit	1	1		100	%
SoulCycle Tribeca, LLC	SoulCycle Holdings, LLC	NY	Unit	1	1		100	%
SoulCycle Bridgehampton, LLC	SoulCycle Holdings, LLC	NY	Unit	1	1		100	%
Soul Cycle East 83rd Street, LLC	SoulCycle Holdings, LLC	NY	Unit	1	2		100	%
SoulCycle Scarsdale LLC	SoulCycle Holdings, LLC	NY	Unit	1	1		100	%
SoulCycle 350 Amsterdam, LLC	SoulCycle Holdings, LLC	NY	Unit	1	1		100	%
SoulCycle East 18th Street, LLC	SoulCycle Holdings, LLC	NY	Unit	1	1		100	%
SoulCycle Pop Up, LLC	SoulCycle Holdings, LLC	NY	Unit	1	1		100	%
SoulCycle Roslyn, LLC	SoulCycle Holdings, LLC	NY	Unit	1	1		100	%
SoulCycle East Hampton, LLC	SoulCycle Holdings, LLC	NY	Unit	1	1		100	%

¹  Unless otherwise indicated, each Holder holds 100% of the outstanding stock/interests of each Issuer.

²  On the Closing Date, immediately following the Redemption, Holdings’ interest will represent 97% ownership of the Borrower. Promptly following the Closing Date, the Borrower will be converted from a Delaware limited liability company to a Delaware corporation, SoulCycle Inc., and Holdings will pledge 970,000 Class B common shares of the Borrower.

Issuer	Holder	Jurisdiction of Issuer	Type of Stock/Interest Authorized	Stock/ Interests Outstanding	Certificate No.	% of Interest Pledged
SoulCycle East 63rd Street, LLC	SoulCycle Holdings, LLC	NY	Unit	1	2		100	%
SoulCycle West Hollywood, LLC	SoulCycle Holdings, LLC	CA	Unit	1	1		100	%
SoulCycle Brentwood, LLC	SoulCycle Holdings, LLC	CA	Unit	1	2		100	%
SoulCycle Greenwich, LLC	SoulCycle Holdings, LLC	CT	Unit	1	1		100	%
SoulCycle Santa Monica, LLC	SoulCycle Holdings, LLC	CA	Unit	1	1		100	%
SoulCycle 384 Lafayette Street, LLC	SoulCycle Holdings, LLC	NY	Unit	1	1		100	%
SoulCycle 609 Greenwich Street, LLC	SoulCycle Holdings, LLC	NY	Unit	1	1		100	%
SoulCycle Equipment, LLC	SoulCycle Holdings, LLC	DE	Unit	1	1		100	%
SoulCycle 45 Crosby Street, LLC	SoulCycle Holdings, LLC	NY	Unit	1	1		100	%
SoulCycle West 19th Street, LLC	SoulCycle Holdings, LLC	NY	Unit	1	1		100	%
SoulCycle Rye Brook, LLC	SoulCycle Holdings, LLC	NY	Unit	1	1		100	%
SoulCycle Kent Avenue, LLC	SoulCycle Holdings, LLC	NY	Unit	1	1		100	%
SoulCycle 2095 Union Street, LLC	SoulCycle Holdings, LLC	CA	Unit	1	1		100	%
SoulCycle Larkspur, LLC	SoulCycle Holdings, LLC	CA	Unit	1	1		100	%

Issuer	Holder	Jurisdiction of Issuer	Type of Stock/Interest Authorized	Stock/ Interests Outstanding	Certificate No.	% of Interest Pledged
SoulCycle Beverly Hills, LLC	SoulCycle Holdings, LLC	CA	Unit	1	1		100	%
SoulCycle Palo Alto, LLC	SoulCycle Holdings, LLC	CA	Unit	1	1		100	%
SoulCycle Short Hills, LLC	SoulCycle Holdings, LLC	NJ	Unit	1	1		100	%
SoulCycle Woodbury, LLC	SoulCycle Holdings, LLC	NY	Unit	1	1		100	%
SoulCycle Chestnut Hill, LLC	SoulCycle Holdings, LLC	MA	Unit	1	1		100	%
SoulCycle Water Mill, LLC	SoulCycle Holdings, LLC	NY	Unit	1	1		100	%
SoulCycle Malibu, LLC	SoulCycle Holdings, LLC	CA	Unit	1	1		100	%
SoulCycle M Street, LLC	SoulCycle Holdings, LLC	DC	Unit	1	1		100	%
SoulCycle Bronxville, LLC	SoulCycle Holdings, LLC	NY	Unit	1	1		100	%
SoulCycle Westport, LLC	SoulCycle Holdings, LLC	CT	Unit	1	1		100	%
SoulCycle Pasadena, LLC	SoulCycle Holdings, LLC	CA	Unit	1	1		100	%
SoulCycle 6200 Hollywood, LLC	SoulCycle Holdings, LLC	CA	Unit	1	1		100	%
SoulCycle Maiden Lane, LLC	SoulCycle Holdings, LLC	NY	Unit	1	1		100	%
SoulCycle Newport Beach, LLC	SoulCycle Holdings, LLC	CA	Unit	1	1		100	%

Issuer	Holder	Jurisdiction of Issuer	Type of Stock/Interest Authorized	Stock/ Interests Outstanding	Certificate No.	% of Interest Pledged
SoulCycle 27th Street, LLC	SoulCycle Holdings, LLC	NY	Unit	1	1		100	%
SoulCycle Bethesda, LLC	SoulCycle Holdings, LLC	MD	Unit	1	1		100	%
SoulCycle 2465 Broadway, LLC	SoulCycle Holdings, LLC	NY	Unit	1	1		100	%
SoulCycle Merrick Park, LLC	SoulCycle Holdings, LLC	FL	Unit	1	1		100	%
SoulCycle 75 First Street, LLC	SoulCycle Holdings, LLC	CA	Unit	1	1		100	%
SoulCycle N. Wells Street, LLC	SoulCycle Holdings, LLC	IL	Unit	1	1		100	%
SoulCycle El Segundo, LLC	SoulCycle Holdings, LLC	CA	Unit	1	1		100	%
SoulCycle W. Wacker LLC	SoulCycle Holdings, LLC	IL	Unit	1	1		100	%
SoulCycle Castro Street, LLC	SoulCycle Holdings, LLC	CA	Unit	1	1		100	%
SoulCycle Bryant Park, LLC	SoulCycle Holdings, LLC	NY	Unit	1	1		100	%
SoulCycle 601 Mass Av DC, LLC	SoulCycle Holdings, LLC	DC	Unit	1	1		100	%
SoulCycle East 54th Street, LLC	SoulCycle Holdings, LLC	NY	Unit	1	1		100	%
Soulcycle West Coast Office, LLC	SoulCycle Holdings, LLC	CA	Unit	1	1		100	%
SoulCycle 210 Joralemon Street, LLC	SoulCycle Holdings, LLC	NY	Unit	1	1		100	%

Issuer	Holder	Jurisdiction of Issuer	Type of Stock/Interest Authorized	Stock/ Interests Outstanding	Certificate No.	% of Interest Pledged
SoulCycle Montauk, LLC	SoulCycle Holdings, LLC	NY	Unit	1	1		100	%
SoulCycle Flatbush BK, LLC	SoulCycle Holdings, LLC	NY	Unit	1	1		100	%
SoulCycle 1042 Wisconsin, LLC	SoulCycle Holdings, LLC	DC	Unit	1	1		100	%
SoulCycle 1935 14th DC, LLC	SoulCycle Holdings, LLC	DC	Unit	1	1		100	%
SoulCycle Culver City, LLC	SoulCycle Holdings, LLC	CA	Unit	1	1		100	%
SoulCycle 2377 Collins, LLC	SoulCycle Holdings, LLC	FL	Unit	1	1		100	%
SoulCycle Southport, LLC	SoulCycle Holdings, LLC	IL	Unit	1	1		100	%
SoulCycle 500 Boylston Back Bay, LLC	SoulCycle Holdings, LLC	MA	Unit	1	1		100	%

Schedule 5.20

Insurance

Insured: SoulCycle Holdings, LLC³

Type of Insurance	Policy Number / Coverage	Policy EFF	Policy Expiration	Limits
General Liability		06/01/2014	06/01/2015	Each Occurrence	$	1,000,000
				Damage to Rented Premises	$	100,000
				Med Exp	$	5,000
				Personal & Adv Injury	$	1,000,000
				General Aggregate	$	3,000,000
				Products – Comp/Op AGG	$	3,000,000
Products Liability		06/01/2014	06/01/2015	Limit	$	1,000,000
				Aggregate	$	2,000,000
Automobile Liability		06/01/2014	06/01/2015	Combined Single Limit	$	1,000,000
Umbrella Liability		06/01/2014	06/01/2015	Each Occurrence	$	10,000,000
				Aggregate	$	10,000,000
Workers Compensation and Employers’ Liability		09/01/2014	09/01/2015	Each Accident	$	1,000,000
				Disease – EA Employee	$	1,000,000
				Disease – Policy Limit	$	1,000,000
EPLI		06/01/2014	06/01/2015	Empl. Pract Fid. Liability Aggregate	$ $ $	1,000,000 1,000,000 2,000,000
Cyber		06/01/2014	06/01/2015	Aggregate	$	3,000,000
Property		06/01/2014	06/20/2015	Blanket w/Business Interruption	$	25,000,000

³  SoulCycle Holdings, LLC will be converted from a Delaware limited liability company to a Delaware corporation, SoulCycle Inc., shortly after closing.

			E.Q. Aggregate	$	10,000,000
			CA,HI, AK, PR	$	5,000,000
			Flood Aggregate	$	10,000,000
			Zones (A & V)	$	2,000,000
Flood	07/09/2014	07/09/2015	Building	$	500,000
			Contents	$	500,000
	07/11/2012	07/11/2015	Contents	$	500,000
	01/30/2015	01/30/2016	Contents	$	500,000

Schedule 6.11

Guarantors

SoulCycle Intermediate Holdings LLC

SoulCycle, LLC [originally Elizabeth Plamondon Cutler, LLC]

SoulCycle Tribeca, LLC

SoulCycle Bridgehampton, LLC

Soul Cycle East 83^rd Street, LLC

SoulCycle Scarsdale LLC

SoulCycle 350 Amsterdam, LLC [originally SoulCycle West 72^nd Street, LLC]

SoulCycle East 18^th Street, LLC

SoulCycle Pop Up, LLC

SoulCycle Roslyn, LLC

SoulCycle East Hampton, LLC

SoulCycle East 63^rd Street, LLC [originally SoulCycle East 67th Street, LLC]

SoulCycle West Hollywood, LLC [originally SoulCycle Malibu, LLC]

SoulCycle Brentwood, LLC

SoulCycle Greenwich, LLC

SoulCycle Santa Monica, LLC

SoulCycle 384 Lafayette Street, LLC

SoulCycle 609 Greenwich Street, LLC

SoulCycle Equipment, LLC

SoulCycle 45 Crosby Street, LLC

SoulCycle West 19^th Street, LLC

SoulCycle Rye Brook, LLC

SoulCycle Kent Avenue, LLC

SoulCycle 2095 Union Street, LLC

SoulCycle Larkspur, LLC

SoulCycle Beverly Hills, LLC

SoulCycle Palo Alto, LLC

SoulCycle Short Hills, LLC

SoulCycle Woodbury, LLC

SoulCycle Chestnut Hill, LLC

SoulCycle Water Mill, LLC

SoulCycle Malibu, LLC

SoulCycle M Street, LLC

SoulCycle Bronxville, LLC

SoulCycle Westport, LLC

SoulCycle Pasadena, LLC

SoulCycle 6200 Hollywood, LLC

SoulCycle Maiden Lane, LLC

SoulCycle Newport Beach, LLC

SoulCycle 27th Street, LLC

SoulCycle Bethesda, LLC

SoulCycle 2465 Broadway, LLC

SoulCycle Merrick Park, LLC

SoulCycle 75 First Street, LLC

SoulCycle N. Wells Street, LLC

SoulCycle El Segundo, LLC

SoulCycle W. Wacker LLC

SoulCycle Castro Street, LLC

SoulCycle Bryant Park, LLC

SoulCycle 601 Mass Av DC, LLC f/k/a SoulCycle 33^rd Street, NW, LLC

SoulCycle East 54^th Street, LLC

SoulCycle West Coast Office, LLC (f/k/a SoulCycle Calabasas, LLC)

SoulCycle 210 Joralemon Street, LLC

SoulCycle Montauk, LLC

SoulCycle Flatbush BK, LLC (f/k/a SoulCycle BK Warehouse, LLC prior to 03/04/2015)

SoulCycle 1042 Wisconsin, LLC

SoulCycle 1935 14th DC, LLC

SoulCycle Culver City, LLC

SoulCycle 2377 Collins, LLC

SoulCycle Southport, LLC

SoulCycle 500 Boylston Back Bay, LLC

Schedule 6.16

Post-Closing Actions

None.

Schedule 7.01(b)

Liens

Debtor	Jurisdiction	Secured Party	Collateral	File #
SoulCycle Holdings, LLC4	Delaware Secretary of State	VAR RESOURCES, INC.	Blanket Lien/ Equipment	#2013 4141520
SoulCycle Holdings, LLC	Delaware Secretary of State	VAR RESOURCES, INC.	Blanket Lien/ Equipment	#2013 4698883
SoulCycle Holdings, LLC	New York County	VAR RESOURCES, INC.	Blanket Lien/ Equipment	#2014 0082644
SoulCycle Holdings, LLC	New York County	VORNADO 692 BROADWAY, LLC	Cash Collateralized Letter of Credit	N/A
SoulCycle Holdings, LLC	New York County	270 GREENWICH STREET ASSOCIATES LLC	Cash Collateralized Letter of Credit	N/A
SoulCycle Holdings, LLC	New York County	WEST GRAMERCY ASSOCIATES, LLC	Cash Collateralized Letter of Credit	N/A
SoulCycle Holdings, LLC	New York County	VORNADO 692 BROADWAY, LLC	Cash Collateralized Letter of Credit	N/A

⁴  SoulCycle Holdings, LLC will be converted from a Delaware limited liability company to a Delaware corporation, SoulCycle Inc., shortly after closing.

Schedule 7.02(f)

Investments

None.

Schedule 7.03(b)

Indebtedness

Bonds

Vehicle	Beneficiary	Financial Institution	Amount		Purpose	Club/Location
Bond	New York County Clerk	RLI (Credit Management)	$	143,801.79	Mechanics Lien	Soul Cycle Union Square
Bond	New York County Clerk	RLI (Credit Management)	$	72,875.00	Mechanics Lien	Soul Cycle Tribeca
Bond	New York County Clerk	Atlantic Specialty Insurance Company (One Beacon)	$	173,500.00	Mechanics Lien	Soul Cycle Tribeca
Bond	Westchester County Clerk	Atlantic Specialty Insurance Company (One Beacon)	$	1,331.64	Mechanics Lien	Soul Cycle Rye Ridge
Bond	Westchester County Clerk	Atlantic Specialty Insurance Company (One Beacon)	$	29,999.00	Mechanics Lien	Soul Cycle Rye Ridge
Bond	Montgomery County Clerk	Atlantic Specialty Insurance Company (One Beacon)	$	24,200.00	Performance & Payment Bond	Soul Cycle Bethesda
Bond	Montgomery County Clerk	Atlantic Specialty Insurance Company (One Beacon)	$	3,100.00	Performance Bond	Soul Cycle Bethesda

Letters of Credit

Outstanding Amount		L/C Available Amount		Release Date	Maturity Date	Beneficiary Name	Final Expiration Date
$	22,779.52	$	22,779.52	JUN 28, 2012	JUL 12, 2015	VORNADO 692 BROADWAY, LLC	JUL 01, 2023
$	51,250.00	$	51,250.00	JUL 26, 2012	JUL 10, 2015	270 GREENWICH STREET ASSOCIATES LLC	JAN 31, 2020
$	51,500.01	$	51,500.01	JAN 24, 2013	JAN 22, 2016	WEST GRAMERCY ASSOCIATES, LLC	APR 01, 2021
$	14,608.33	$	14,608.33	JAN 02, 2014	DEC 13, 2015	VORNADO 692 BROADWAY, LLC	JUL 01, 2023

Schedule 7.08

Transactions with Affiliates

None.

Schedule 10.02

Administrative Agent’s Office, Certain Addresses for Notices:

1. Address for Holdings, the Borrower, and the other Loan Parties

SoulCycle Holdings, LLC⁵

609 Greenwich Street

New York, NY 10014

Attn: Larry Segall, Executive Vice President & CFO

Telephone: 646-573-4660

E-mail: larry.segall@equinox.com

2. Address for Administrative Agent, L/C Issuer and Swing Line Lender

Administrative Agent

Administrative Agent’s Office (for payments and Requests for Credit Extensions):

Bank of America, N.A., as Administrative Agent

Credit Services

Mail Code: NC1-001-05-46

101 North Tryon Street, Floor 5

Charlotte, NC 28255

Attention: Jennifer Thayer

Telephone: 980-388-3254

Telecopier: 704-409-0486

Electronic Mail: Jennifer.thayer@baml.com

Wire Instruction:

ABA #

Account Name:

Account No.:

Attention:

Ref.:

Other Notices as Administrative Agent:

Bank of America, N.A.

Agency Management

Mail Code: WA3-132-01-01

10623 NE 68^th Street

Kirkland, WA 98033

Attention: Tiffany Shin

⁵  SoulCycle Holdings, LLC will be converted from a Delaware limited liability company to a Delaware corporation, SoulCycle Inc., shortly after closing.

Telephone: 206-358-0078

Telecopier: 415-343-0561

Electronic Mail: tiffany.shin@baml.com

L/C Issuer

Standby Letters of Credit

Bank of America, N.A.

Trade Operations-Standby

PA6-580-02-30

1 Fleet Way

Scranton, PA 18507

Attention: Charles P. Herron

Telephone: 570-496-9564

Telecopier: 800-755-8743

Electronic Mail: Charles.p.herron@baml.com

Commercial Letters of Credit

Bank of America, N.A.

Trade Operations-Import

PA6-580-02-30

1 Fleet Way

Scranton, PA 18507

Attention: Lily Guan

Telephone: 570-496-9611

Telecopier: 800-755-8740

Electronic Mail: lily.guan@baml.com

Swing Line Lender

Bank of America, N.A.

Credit Services

Mail Code: NC1-001-05-46

101 North Tryon Street, Floor 5

Charlotte, NC 28255

Attention: Jennifer Thayer

Telephone: 980-388-3254

Telecopier: 704-409-0486

Electronic Mail: Jennifer.thayer@baml.com

Wire Instruction:

ABA #

Account Name:

Account No.:

Attention:

Ref.:

EXHIBIT A

to the Credit Agreement

FORM OF LOAN NOTICE

Date:             ,         

To: Bank of America, N.A., as

Administrative Agent

Mail Code: NC1-001-05-46

101 N Tryon Street

Charlotte, NC 28255-0001

Attention: Jennifer Thayer

Telephone: 980-388-3254

Facsimile: 704- 409-0486

Electronic Mail: jennifer.thayer@baml.com

Ladies and Gentlemen:

Reference is made to that certain Credit Agreement, as of May 15, 2015 (as amended, amended and restated, supplemented, extended, renewed, replaced, restructured or otherwise modified and/or refinanced from time to time, the “Credit Agreement”), among SoulCycle Holdings, LLC, a Delaware limited liability company (the “Borrower”), SoulCycle Intermediate Holdings LLC, a Delaware limited liability company (“Holdings”), Bank of America, N.A. (“Bank of America”), as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) and each lender from time to time party thereto. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.

The undersigned hereby gives notice pursuant to Section 2.02(a) of the Credit Agreement that it hereby requests (select one):

¨ A Borrowing of Loans

¨ A conversion of Loans made on                     .

¨ A continuation of Eurodollar Rate Loans made on                     .

To be made on the terms set forth below:

1. Class of Borrowing:                     .¹

¹  E.g., Initial Term Loans, Revolving Credit Loans, Incremental Term Loans, Refinancing Term Loans, Refinancing Revolving Credit Loans, Extended Term Loans or Extended Revolving Credit Loans.

A-1

2. On                     (which shall be a Business Day).

3. In the principal amount of         .

4. Comprised of [Type of Loans requested].²

5. For Eurodollar Rate Loans: with an Interest Period of         months.

[The undersigned hereby represents and warrants to the Administrative Agent and the Lenders that the conditions to lending specified in Section 4.02(a) and (b) of the Credit Agreement will be satisfied as of the date of the Borrowing set forth above.]³

[The undersigned hereby certifies that immediately after giving effect to the Revolving Credit Borrowing, the aggregate Revolving Credit Exposure shall not exceed the aggregate Revolving Credit Commitments.]⁴

[The remainder of this page is intentionally left blank]

²  Specify whether Eurodollar Rate Loan or Base Rate Loan.

³  Applies only to Borrowings made after the Closing Date and not pursuant to any Incremental Amendment.

⁴  Include if the Borrowing relates to a Revolving Credit Loan.

A-2

SOULCYCLE HOLDINGS, LLC
By:
	Name:
	Title:

A-3

EXHIBIT B

to the Credit Agreement

FORM OF SWING LINE LOAN NOTICE

Date:             ,         

To: Bank of America, N.A., as

Administrative Agent

Mail Code: NC1-001-05-46

101 N Tryon Street

Charlotte, NC 28255-0001

Attention: Jennifer Thayer

Telephone: 980-388-3254

Facsimile: 704- 409-0486

Electronic Mail: jennifer.thayer@baml.com

Ladies and Gentlemen:

Reference is made to that certain Credit Agreement, dated as of May 15, 2015 (as amended, amended and restated, supplemented, extended, renewed, replaced, restructured or otherwise modified and/or refinanced from time to time, the “Credit Agreement”), among SoulCycle Holdings, LLC, a Delaware limited liability company (the “Borrower”), SoulCycle Intermediate Holdings LLC, a Delaware limited liability company (“Holdings”), Bank of America, N.A. (“Bank of America”), as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and each lender from time to time party thereto. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.

The undersigned hereby gives you notice pursuant to Section 2.04(b) of the Credit Agreement that it hereby requests a Swing Line Loan to be made on the terms set forth below:

1. On                     (which shall be a Business Day).

2. In the principal amount of $        .

The undersigned hereby represents and warrants to the Administrative Agent and the Swing Line Lender that the conditions to lending specified in Section 4.02(a) and (b) of the Credit Agreement will be satisfied as of the date of the Swing Line Borrowing set forth above.

The undersigned hereby certifies that immediately after giving effect to the Swing Line Borrowing, the aggregate Revolving Credit Exposure shall not exceed the aggregate Revolving Credit Commitments.

[The remainder of this page is intentionally left blank.]

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SOULCYCLE HOLDINGS, LLC
By:
	Name:
	Title:

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EXHIBIT C

to the Credit Agreement

FORM OF COMPLIANCE CERTIFICATE

[            ], 20[    ]

Reference is made to the Credit Agreement, dated as of May 15, 2015 (as amended, amended and restated, supplemented, extended, renewed, replaced, restructured or otherwise modified and/or refinanced from time to time, the “Credit Agreement”), among SoulCycle Holdings, LLC, a Delaware limited liability company (the “Borrower”), SoulCycle Intermediate Holdings LLC, a Delaware limited liability company (“Holdings”), Bank of America, N.A. (“Bank of America”), as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) and each lender from time to time party thereto (capitalized terms used herein shall have the meanings attributed thereto in the Credit Agreement unless otherwise defined herein). Pursuant to Section 6.02(a) of the Credit Agreement, the undersigned, solely in his/her capacity as the chief financial officer of the Borrower, certifies as follows:

1. [Attached hereto as Exhibit A is a consolidated balance sheet of the Borrower and its Subsidiaries for the fiscal year ended [            ], 20[    ], and the related consolidated statements of income or operations, stockholders’ equity and cash flows for such fiscal year together with related notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP and including a customary “management’s discussion and analysis” section, audited and accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (except that such report may contain a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, if such qualification or exception is related solely to an upcoming Maturity Date hereunder that is scheduled to occur within one year from the date such report is delivered), and a summary of pro forma adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements.]¹ [Attached hereto as Exhibit A is a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of the fiscal quarter ended [            ], and the related (i) consolidated statements of income or operations for such fiscal quarter and for the portion of the fiscal year then ended and (ii) consolidated statements of cash flows for the portion of the fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year and including a customary “management’s discussion and analysis” section, all in reasonable detail and each of which fairly present in all material respects the financial condition, results of operations and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject to normal year-end adjustments and the absence of footnotes (collectively, the “Financial Statements”), and a summary of pro forma adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements.]²

¹  To be included if accompanying annual financial statements only.

²  To be included if accompanying quarterly financial statements only.

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2. [To my knowledge, except as otherwise disclosed to the Administrative Agent pursuant to the Credit Agreement, during such fiscal period, no Default has occurred and is continuing.] [If unable to provide the foregoing certification, attach an Annex A specifying the details of the Default that has occurred and is continuing and any action taken or proposed to be taken with respect thereto.]

3. [Attached hereto as Schedule 1 are reasonably detailed calculations setting forth Excess Cash Flow for the most recently ended fiscal year, which calculations are true and accurate on and as of the date of this Certificate.]³

4. [Attached hereto as Schedule 2 are reasonably detailed calculations setting forth the Total Net Leverage Ratio for the most recent Test Period, which calculations are true and accurate on and as of the date of this Certificate, to be used to determine compliance with the covenant set forth in Section 7.10(a) of the Credit Agreement.]⁴

5. [Attached hereto as Schedule 3 are reasonably detailed calculations setting forth the Interest Coverage Ratio for the most recent Test Period, which calculations are true and accurate on and as of the date of this Certificate, to be used to determine compliance with the covenant set forth in Section 7.10(b) of the Credit Agreement.]⁵

6. [Attached hereto as Annex B [is/are] the duly executed cop[y/ies] of the [Copyright Security Agreement, Trademark Security Agreement or Patent Security Agreement] on behalf of [Pledgor[s]] required to be delivered pursuant to Section 6.3 of the Security Agreement.]

[REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]

³  To be included only in annual compliance certificate.

⁴  To be included in each compliance certificate.

⁵  To be included in each compliance certificate.

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IN WITNESS WHEREOF, the undersigned, solely in his/her capacity as a [                    ] of the Borrower, and not in his or her personal or individual capacity and without personal liability, has executed this certificate for and on behalf of the Borrower, and has caused this certificate to be delivered as of the date first set forth above.

SOULCYCLE HOLDINGS, LLC
By:
	Name:
	Title:

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SCHEDULE 1

TO COMPLIANCE CERTIFICATE

Excess Cash Flow Calculation

(a)	the sum, without duplication, of:
	(i)	Consolidated Net Income of the Borrower for such period	$
	(ii)	an amount equal to the amount of all non-cash charges (including depreciation and amortization) to the extent deducted in arriving at such Consolidated Net Income, but excluding any such non-cash charges representing an accrual or reserve for potential cash items in any future period and excluding amortization of a prepaid cash item that was paid in a prior period	$
	(iii)	decreases in Consolidated Working Capital for such period (other than any such decreases arising from acquisitions or Dispositions outside the ordinary course of business by the Borrower and the Restricted Subsidiaries completed during such period or the application of purchase accounting)	$
	(iv)	an amount equal to the aggregate net non-cash loss on Dispositions by the Borrower and the Restricted Subsidiaries during such period (other than Dispositions in the ordinary course of business) to the extent deducted in arriving at such Consolidated Net Income	$
	(v)	the amount deducted as tax expense in determining Consolidated Net Income to the extent in excess of cash taxes paid in respect of such period	$
	(vi)	cash receipts in respect of Swap Contracts during such period to the extent not otherwise included in such Consolidated Net Income	$
(b)	over, the sum, without duplication, of:
	(i)	an amount equal to the amount of all non-cash credits included in arriving at such Consolidated Net Income (but excluding any non-cash credit to the extent representing the reversal of an accrual or reserve described in clause (a)(ii) above) and cash charges excluded by virtue of clauses (a) through (l) of the definition of “Consolidated Net Income”	$
	(ii)	without duplication of amounts deducted pursuant to clause (x) below in prior periods, the amount of Capital Expenditures accrued or made in cash during such period by the Borrower or the Restricted Subsidiaries, in each case except to the extent financed with the proceeds of long-term Indebtedness of the Borrower or the Restricted Subsidiaries (other than revolving Indebtedness)	$

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(iii)	the aggregate amount of all principal payments of Indebtedness of the Borrower and the Restricted Subsidiaries (including (A) the principal component of payments in respect of Capitalized Leases, (B) the amount of any scheduled repayment of Term Loans pursuant to Section 2.07(a) of the Credit Agreement and (C) the amount of any mandatory prepayment of Loans pursuant to Section 2.05(b)(ii) of the Credit Agreement to the extent required due to a Disposition that resulted in an increase to such Consolidated Net Income and not in excess of the amount of such increase, but excluding (W) all other prepayments of Term Loans (other than those specified in the preceding clauses (B) and (C)), (X) all prepayments of Revolving Credit Loans and Swing Line Loans, (Y) all prepayments in respect of any other revolving credit facility, except, in the case of clauses (X) and (Y), to the extent there is an equivalent permanent reduction in commitments thereunder and (Z) payments of Indebtedness constituting subordinated Indebtedness, except in each case to the extent permitted to be paid pursuant to Section 7.12(a) of the Credit Agreement) made during such period, in each case above except to the extent financed with the proceeds of long-term Indebtedness of the Borrower or the Restricted Subsidiaries (other than revolving Indebtedness)	$
(iv)	an amount equal to the aggregate net non-cash gain on Dispositions by the Borrower and the Restricted Subsidiaries during such period (other than Dispositions in the ordinary course of business) to the extent included in arriving at such Consolidated Net Income and the net cash loss on Dispositions to the extent otherwise added to arrive at Consolidated Net Income	$
(v)	increases in Consolidated Working Capital for such period (other than any such increases arising from acquisitions or Dispositions by the Borrower and the Restricted Subsidiaries completed during such period or the application of purchase accounting)	$
(vi)	cash payments by the Borrower and the Restricted Subsidiaries during such period in respect of long-term liabilities of the Borrower and the Restricted Subsidiaries (other than Indebtedness) to the extent such payments are not expensed during such period or are not deducted in calculating Consolidated Net Income, in each case except to the extent financed with the proceeds of long-term Indebtedness of the Borrower or the Restricted Subsidiaries (other than revolving Indebtedness)	$
(vii)	without duplication of amounts deducted from Excess Cash Flow in prior periods, the amount of Investments made in each case during such period (other than Investments made in Holdings, the Borrower or any of its Restricted Subsidiaries) pursuant to clauses (b), (c)(iv), (f), (i), (l), (m), (n), (t), (u) and (cc) of Section 7.02 of the Credit Agreement, and, at the option of the Borrower, any payments (including earn-outs) required to be made pursuant to binding commitments in respect of any such Investment made or contractually committed to be made during the period of four consecutive fiscal quarters of the Borrower following the end of such period, in each case except to the extent financed with the proceeds of long-term Indebtedness of the Borrower and the Restricted Subsidiaries

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	(other than revolving Indebtedness) and in each case not made in reliance on any basket calculated by reference to the Available Amount provided that to the extent the aggregate amount actually utilized to finance such Investments during such subsequent period of four consecutive fiscal quarters is less than the Scheduled Investment Consideration, the amount of the resulting shortfall shall be added to this calculation of Excess Cash Flow at the end of such subsequent period of four consecutive fiscal quarters	$
(viii)	without duplication of amounts deducted from Excess Cash Flow in prior periods, the amount of Restricted Payments paid in cash during such period pursuant to clauses (f), (g)(i), (g)(iii), (g)(iv), (g)(v) and (k) of Section 7.06 of the Credit Agreement, and, at the option of the Borrower, any payments required to be made pursuant to binding commitments in respect of any such Restricted Payment made during the period of four consecutive fiscal quarters of the Borrower following the end of such period, in each case except to the extent financed with the proceeds of long-term Indebtedness of the Borrower and the Restricted Subsidiaries (other than revolving Indebtedness) and in each case not made in reliance on any basket calculated by reference to the Available Amount provided that to the extent the aggregate amount actually utilized to finance such Restricted Payments during such subsequent period of four consecutive fiscal quarters is less than the Scheduled Payment Consideration, the amount of the resulting shortfall shall be added to this calculation of Excess Cash Flow at the end of such subsequent period of four consecutive fiscal quarters	$
(ix)	the aggregate amount of expenditures actually made by the Borrower and the Restricted Subsidiaries other than with proceeds of long-term Indebtedness of the Borrower and the Restricted Subsidiaries (other than revolving Indebtedness) during such period (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed (or exceed the amount that is expensed) during such period or are not deducted in calculating Consolidated Net Income	$
(x)	without duplication of amounts deducted from Excess Cash Flow in prior periods, the aggregate consideration with respect to any Capital Expenditures (including for purposes of this clause (x), the development, construction and opening of a facility) required pursuant to a binding contract or expected in connection with a lease or letter of intent, in each case to be paid in cash during such period by the Borrower or any of the Restricted Subsidiaries, the consummation of which is delayed beyond the end of such period; provided that, to the extent the aggregate amount of cash (other than with the proceeds of long-term Indebtedness of the Borrower and the Restricted Subsidiaries (other than revolving Indebtedness)) actually utilized to finance any such Capital Expenditure during such period is less than the amount required or expected to be paid in connection with such Capital Expenditure during such period, the amount of such shortfall shall be added to the calculation of Excess Cash Flow on (A) the date such Capital Expenditure is consummated or made or (B) the date the binding contract, lease or letter of intent with respect to such Capital Expenditure is terminated	$

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	(xi)	without duplication of amounts deducted from Excess Cash Flow in prior periods, the aggregate consideration with respect to any Permitted Acquisition required to be paid in cash by the Borrower or any of the Restricted Subsidiaries during such period, pursuant to a binding contract, the consummation of which is delayed beyond the end of such period; provided that, to the extent the aggregate amount of cash (other than with the proceeds of long-term Indebtedness of the Borrower and the Restricted Subsidiaries (other than revolving Indebtedness)) actually utilized to finance any such Permitted Acquisition during such period is less than the amount required to be paid in connection with such Permitted Acquisition during such period, the amount of such shortfall shall be added to the calculation of Excess Cash Flow on (A) the date such Permitted Acquisition is consummated or made, (B) the date the binding contract with respect to such Permitted Acquisition is terminated or (C) the date that is 180 days after the date the Borrower or such Restricted Subsidiary entered into the binding contract with respect thereto	$
	(xii)	the amount of cash taxes paid or tax reserves set aside or payable (without duplication) in such period, to the extent they exceed the amount of tax expense deducted in determining Consolidated Net Income for such period	$
	(xiii)	cash expenditures in respect of Swap Contracts during such period to the extent not deducted in arriving at such Consolidated Net Income.	$
Excess Cash Flow (the sum of clauses (a)(i) through (a)(vi) minus the sum of clauses (b)(i) through (b)(xiii))			$

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SCHEDULE 2

TO COMPLIANCE CERTIFICATE

Total Net Leverage Ratio:

(i)	Consolidated Net Debt
	(a)	Consolidated Total Debt as of [            , 20  ].
	At any date of determination, the aggregate principal amount of Indebtedness of the Borrower and the Restricted Subsidiaries outstanding on such date, determined on a consolidated basis in accordance with GAAP (but excluding the effects of any discounting of Indebtedness resulting from the application of recapitalization accounting or purchase accounting in connection with the Transaction, any Permitted Acquisition or any other Investment permitted under the Credit Agreement), consisting of (i) Indebtedness for borrowed money, unreimbursed obligations in respect of drawn letters of credit, obligations in respect of Capitalized Leases and debt obligations evidenced by promissory notes or similar instruments; provided that Consolidated Total Debt shall not include Indebtedness in respect of (i) any Letter of Credit or any other letter of credit, except to the extent of unreimbursed L/C Obligations (provided that any unreimbursed L/C Obligations or unreimbursed obligations in respect of any such drawn other letters of credit shall not be counted as Consolidated Total Debt until three (3) Business Days after such amount is drawn (it being understood that any borrowing, whether automatic or otherwise, to fund such reimbursement shall be counted)) and (ii) obligations under Swap Contracts			$
(b) Less the aggregate amount of cash and Cash Equivalents of the Borrower and the Restricted Subsidiaries as of such date that is not Restricted				$
	Consolidated Net Debt			$
(ii)	Consolidated EBITDA of the Borrower:
	(a)	Consolidated Net Income for the most recent Test Period:
		the aggregate of the Net Income of the Borrower and its Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP, excluding, without duplication:		$
		(A)	any net after-tax extraordinary, non-recurring or unusual gains or losses or expenses, and Transaction Expenses, severance costs and expenses and one-time compensation charges	$
		(B)	the cumulative effect of a change in accounting principles during such period, whether effected through a cumulative effect adjustment or a retroactive application, in each case in accordance with GAAP	$

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(C)	effects of adjustments (including the effects of such adjustments pushed down to the Borrower and the Subsidiaries) in the Borrower’s consolidated financial statements pursuant to GAAP (including in the property and equipment, software, goodwill, intangible assets, deferred revenue and debt line items thereof) resulting from the application of recapitalization accounting or purchase accounting, as the case may be, in relation to the Transaction or any consummated acquisition or the amortization or write-off of any amounts thereof, net of taxes	$
(D)	any net after-tax income (loss) from disposed, abandoned, transferred, closed or discontinued operations and any net after-tax gains or losses on disposal of disposed, abandoned, transferred, closed or discontinued operations	$
(E)	any net after-tax gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions or the sale or other disposition of any Equity Interests of any Person other than in the ordinary course of business, as determined in good faith by the Borrower	$
(F)	the Net Income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary; provided that the Borrower’s or any Restricted Subsidiary’s equity in the Net Income of such Person or Unrestricted Subsidiary shall be included in the Consolidated Net Income of the Borrower up to the aggregate amount of dividends or distributions or other payments that are actually paid in cash or Cash Equivalents (or to the extent converted into cash or Cash Equivalents) by such Person or Unrestricted Subsidiary to the Borrower or a Restricted Subsidiary in respect of such period (subject in the case of dividends, distributions or other payments made to a Restricted Subsidiary to the limitations contained in clause (G) below)	$
(G)	solely for the purpose of determining the Available Amount for application pursuant to Section 7.06(k)(ii) of the Credit Agreement, the Net Income for such period of any Restricted Subsidiary (other than the Borrower or any Subsidiary Guarantor), to the extent the declaration or payment of dividends or similar distributions by the Borrower or that Restricted Subsidiary of its Net Income is not at the date of determination permitted without any prior governmental approval (which has not been obtained)

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	or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived; provided that Consolidated Net Income of the Borrower will be increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash) to the Borrower or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein	$
(H)	(i) any net unrealized gain or loss (after any offset) resulting in such period from obligations in respect of Swap Contracts and the application of Accounting Standards Codification 815 (Derivatives and Hedging), (ii) any net gain or loss resulting in such period from currency translation gains or losses related to currency re-measurements of Indebtedness (including the net loss or gain (A) resulting from Swap Contracts for currency exchange risk and (B) resulting from intercompany Indebtedness) and all other foreign currency translation gains or losses, and (iii) any net after-tax income (loss) for such period attributable to the early extinguishment or conversion of (A) Indebtedness, (B) obligations under any Swap Contracts or (C) other derivative instruments	$
(I)	any impairment charge or asset write-off or write-down, including amortization made in such period of deferred financing costs and premiums paid, impairment charges or asset write-offs or write-downs related to intangible assets, long-lived assets, investments in debt and equity securities or as a result of a change in law or regulation, in each case pursuant to GAAP and the amortization of intangibles arising pursuant to GAAP	$
(J)	any expenses, charges or losses that are covered by indemnification or other reimbursement provisions in connection with any Investment, Permitted Acquisition or any sale, conveyance, transfer or other disposition of assets permitted under the Credit Agreement, to the extent actually reimbursed, or, so long as the Borrower has made a determination that a reasonable basis exists for indemnification or reimbursement and only to the extent that such amount is in fact indemnified or reimbursed within 365 days of such determination (with a deduction in the applicable future period for any amount so added back to the extent not so indemnified or reimbursed within such 365 days)	$

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	(K)	to the extent covered by insurance and actually reimbursed, or, so long as the Borrower has made a determination that a reasonable basis exists that such amount will in fact be reimbursed within 365 days of the date of such determination (with a deduction in the applicable future period for any amount so added back to the extent not so reimbursed within such 365 days), expenses, charges or losses with respect to liability or casualty events or business interruption	$
	(L)	any non-cash (for such period and all other periods) compensation charge or expense, including any such charge or expense arising from the grants of stock appreciation or similar rights, stock options, restricted stock or other rights or equity incentive programs, and any cash charges associated with the rollover, acceleration or payout of Equity Interests by, or to, management or other holders of Equity Interests of the Borrower or any of its Restricted Subsidiaries in connection with the Transaction	$
(b)	plus (without duplication, and as determined in accordance with GAAP to the extent applicable):
	(i)	(A) provision for taxes based on income or profits or capital, plus state, franchise, property or similar taxes and foreign withholding taxes and foreign unreimbursed value added taxes, of the Borrower for such period (including, in each case, penalties and interest related to such taxes or arising from tax examinations) deducted in computing Consolidated Net Income and (B) amounts paid to Holdings or any direct or indirect parent of Holdings in respect of taxes in accordance with Section 7.06(g)(viii) of the Credit Agreement, solely to the extent such amounts were deducted in computing Consolidated Net Income	$
	(ii)	(A) total interest expense of the Borrower and (B) bank fees and costs owed with respect to letters of credit, bankers acceptances and surety bonds, in each case under this clause (B), in connection with financing activities and, in each case under clauses (A) and (B), to the extent the same were deducted in computing Consolidated Net Income	$
	(iii)	Consolidated Depreciation and Amortization Expense of the Borrower for such period to the extent such depreciation and amortization expenses were deducted in computing Consolidated Net Income	$
	(iv)	any expenses or charges related to any issuance or offering of Equity Interests, Investment, acquisition, Disposition, recapitalization or the incurrence or repayment of Indebtedness

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	(including, with respect to Indebtedness, a refinancing thereof) in each case whether or not successful and permitted to be incurred or made hereunder and any amendment or modification to the terms of any such transactions, including such fees, expenses or charges related to the Transaction, in each case, deducted in computing Consolidated Net Income	$
(v)	the amount of (x) any cash restructuring charge or reserve deducted in such period in computing Consolidated Net Income, including any one-time costs incurred in connection with (A) Permitted Acquisitions after the Closing Date or (B) the consolidation or closure of any office or facility and (y) cash expenses or charges relating to curtailments or modifications to pension and post retirement employee benefit plans, in each case, after the Closing Date in an aggregate amount for all cash items added pursuant to this clause (v), (i) when aggregated with the aggregate amount for all cash items added pursuant to clause (vi) below, not to exceed 15% of Consolidated EBITDA for such Test Period (calculated prior to giving effect to any adjustment pursuant to this clause (v) or clause (vi)) and (ii) when aggregated with the aggregate amount for all cash items added pursuant to clauses (vi) and (ix) below, not to exceed 20% of Consolidated EBITDA for such Test Period (calculated prior to giving effect to any adjustment pursuant to this clause (v) or clauses (vi) and (ix) below)	$
(vi)	the amount of costs relating to signing, retention and completion bonuses, costs incurred in connection with any strategic initiatives, transition costs and costs incurred in connection with non-recurring product and intellectual property development after the Closing Date, other business optimization expenses (including costs and expenses relating to business optimization programs), and new systems design and implementation costs and project start-up costs in an aggregate amount for all cash items added pursuant to this clause (vi), (i) when aggregated with the aggregate amount for all cash items added pursuant to clause (v) above, not to exceed 15% of Consolidated EBITDA for such Test Period (calculated prior to giving effect to any adjustment pursuant to this clause (vi) or clause (v) above) and (ii) when aggregated with the aggregate amount for all cash items added pursuant to this clause (vi) and clause (ix) below, not to exceed 20% of Consolidated EBITDA for such Test Period (calculated prior to giving effect to any adjustment pursuant to clause (v) above or this clause (vi) and clause (ix) below)	$
(vii)	any other non-cash charges including any write offs or write downs reducing such Consolidated Net Income for

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	such period (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, (1) the Borrower may determine not to add back such non-cash charge in the current period and (2) to the extent the Borrower does decide to add back such non-cash charge, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period)	$
(viii)	the amount of any minority interest expense or non-controlling interest consisting of Subsidiary income attributable to minority equity interests of third parties in any non-wholly owned Subsidiary deducted in calculating Consolidated Net Income	$
(ix)	the amount of net cost savings and synergies (other than any of the foregoing related to Specified Transactions) projected by the Borrower in good faith to result from actions taken or expected to be taken no later than twelve (12) months after the end of such period (which net cost savings and synergies shall be subject to certification by a Responsible Officer and calculated on a pro forma basis as though such cost savings and synergies had been realized on the first day of the period for which Consolidated EBITDA is being determined), net of the amount of actual benefits realized during such period from such actions; provided that (A) such cost savings and synergies are reasonably identifiable and factually supportable, (B) the aggregate amount of cost savings and synergies added pursuant to this clause (ix) for any Test Period shall not exceed (i) 15% of Consolidated EBITDA for such Test Period (calculated prior to giving effect to any adjustment pursuant to this clause (ix)) and (ii), when aggregated with the aggregate amount for all cash items added pursuant to clauses (v) and (vi) above, 20% of Consolidated EBITDA for such Test Period (calculated prior to giving effect to any adjustment pursuant to this clause (ix) and clauses (v) and (vi) above) and (C) with respect to any period, no costs savings or synergies shall be added pursuant to this clause (ix) to the extent duplicative of any costs savings or synergies that are included in clause (v)(A) or (B) above or clause (vi) above with respect to such period	$
(x)	any costs or expenses incurred by the Borrower or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or stockholders agreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of the Borrower or net cash proceeds of issuance of

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		Equity Interests of the Borrower (other than Disqualified Equity Interests), in each case, solely to the extent that such cash proceeds are excluded from the calculation of the Available Amount	$
	(xi)	business interruption insurance proceeds in an amount representing the earnings for the period that such proceeds are intended to replace (whether or not received) so long as the Borrower in good faith expects to receive the same within the next four fiscal quarters (it being understood that to the extent not actually received in such fiscal quarters, such proceeds shall be deducted in calculating Consolidated EBITDA for such fiscal quarters)	$
	(xii)	any costs or expenses incurred by the Borrower or a Restricted Subsidiary relating to litigation, investigations, proceedings and/or settlement relating to litigation matters existing on the Closing Date	$
	(xiii)	non-cash gains, losses, income and expenses resulting from fair value accounting required by the applicable standard under GAAP and related interpretations	$
	(xiv)	non-cash charges for deferred tax asset valuation allowances	$
	(xv)	payments made by the Borrower or a Restricted Subsidiary pursuant to the management agreement between the Borrower and the Permitted Holders, as in effect on the Closing Date, in an aggregate amount not to exceed $500,000 in any fiscal year of the Borrower	$
	(xvi)	the excess of (A) GAAP rent expense over (B) actual cash rent paid, including the benefit of lease incentives included in Consolidated Net Income shall be excluded and the excess of (A) actual cash rent paid, including the benefit of lease incentives to the extent included in Consolidated Net Income, over (B) GAAP rent expense shall be included (in each case during such period due to the use of straight line rent for GAAP purposes)	$
(c)	minus (without duplication, and as determined in accordance with GAAP to the extent applicable) any non-cash gains increasing Consolidated Net Income of the Borrower for such period, excluding any gains that represent the reversal of any accrual of, or cash reserve for, anticipated cash charges in any prior period (other than such cash charges that have been added back to Consolidated Net Income in calculating Consolidated EBITDA in accordance with this clause (ii))		$
	Consolidated EBITDA		$

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Consolidated Net Debt to Consolidated EBITDA		[    ]:1.00
	Covenant Requirement	No more than [    ]:1.00

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SCHEDULE 3

TO COMPLIANCE CERTIFICATE

Interest Coverage Ratio:

(i)	Consolidated EBITDA of the Borrower:
	(a)	Consolidated Net Income for the most recent Test Period:
		the aggregate of the Net Income of the Borrower and its Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP, excluding, without duplication:		$
		(A)	any net after-tax extraordinary, non-recurring or unusual gains or losses or expenses, and Transaction Expenses, severance costs and expenses and one-time compensation charges	$
		(B)	the cumulative effect of a change in accounting principles during such period, whether effected through a cumulative effect adjustment or a retroactive application, in each case in accordance with GAAP	$
		(C)	effects of adjustments (including the effects of such adjustments pushed down to the Borrower and the Subsidiaries) in the Borrower’s consolidated financial statements pursuant to GAAP (including in the property and equipment, software, goodwill, intangible assets, deferred revenue and debt line items thereof) resulting from the application of recapitalization accounting or purchase accounting, as the case may be, in relation to the Transaction or any consummated acquisition or the amortization or write-off of any amounts thereof, net of taxes	$
		(D)	any net after-tax income (loss) from disposed, abandoned, transferred, closed or discontinued operations and any net after-tax gains or losses on disposal of disposed, abandoned, transferred, closed or discontinued operations	$
		(E)	any net after-tax gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions or the sale or other disposition of any Equity Interests of any Person other than in the ordinary course of business, as determined in good faith by the Borrower	$
		(F)	the Net Income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary; provided that the Borrower’s or any Restricted Subsidiary’s equity

C-1

	in the Net Income of such Person or Unrestricted Subsidiary shall be included in the Consolidated Net Income of the Borrower up to the aggregate amount of dividends or distributions or other payments that are actually paid in cash or Cash Equivalents (or to the extent converted into cash or Cash Equivalents) by such Person or Unrestricted Subsidiary to the Borrower or a Restricted Subsidiary in respect of such period (subject in the case of dividends, distributions or other payments made to a Restricted Subsidiary to the limitations contained in clause (G) below)	$
(G)	solely for the purpose of determining the Available Amount for application pursuant to Section 7.06(k)(ii) of the Credit Agreement, the Net Income for such period of any Restricted Subsidiary (other than the Borrower or any Subsidiary Guarantor), to the extent the declaration or payment of dividends or similar distributions by the Borrower or that Restricted Subsidiary of its Net Income is not at the date of determination permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived; provided that Consolidated Net Income of the Borrower will be increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash) to the Borrower or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein	$
(H)	(i) any net unrealized gain or loss (after any offset) resulting in such period from obligations in respect of Swap Contracts and the application of Accounting Standards Codification 815 (Derivatives and Hedging), (ii) any net gain or loss resulting in such period from currency translation gains or losses related to currency re-measurements of Indebtedness (including the net loss or gain (A) resulting from Swap Contracts for currency exchange risk and (B) resulting from intercompany Indebtedness) and all other foreign currency translation gains or losses, and (iii) any net after-tax income (loss) for such period attributable to the early extinguishment or conversion of (A) Indebtedness, (B) obligations under any Swap Contracts or (C) other derivative instruments	$
(I)	any impairment charge or asset write-off or write-down, including amortization made in such period of deferred

C-2

		financing costs and premiums paid, impairment charges or asset write-offs or write-downs related to intangible assets, long-lived assets, investments in debt and equity securities or as a result of a change in law or regulation, in each case pursuant to GAAP and the amortization of intangibles arising pursuant to GAAP	$
	(J)	any expenses, charges or losses that are covered by indemnification or other reimbursement provisions in connection with any Investment, Permitted Acquisition or any sale, conveyance, transfer or other disposition of assets permitted under the Credit Agreement, to the extent actually reimbursed, or, so long as the Borrower has made a determination that a reasonable basis exists for indemnification or reimbursement and only to the extent that such amount is in fact indemnified or reimbursed within 365 days of such determination (with a deduction in the applicable future period for any amount so added back to the extent not so indemnified or reimbursed within such 365 days)	$
	(K)	to the extent covered by insurance and actually reimbursed, or, so long as the Borrower has made a determination that a reasonable basis exists that such amount will in fact be reimbursed within 365 days of the date of such determination (with a deduction in the applicable future period for any amount so added back to the extent not so reimbursed within such 365 days), expenses, charges or losses with respect to liability or casualty events or business interruption	$
	(L)	any non-cash (for such period and all other periods) compensation charge or expense, including any such charge or expense arising from the grants of stock appreciation or similar rights, stock options, restricted stock or other rights or equity incentive programs, and any cash charges associated with the rollover, acceleration or payout of Equity Interests by, or to, management or other holders of Equity Interests of the Borrower or any of its Restricted Subsidiaries in connection with the Transaction	$
(b)	plus (without duplication, and as determined in accordance with GAAP to the extent applicable):
	(i)	(A) provision for taxes based on income or profits or capital, plus state, franchise, property or similar taxes and foreign withholding taxes and foreign unreimbursed value added taxes, of the Borrower for such period (including, in each case, penalties and interest related to such taxes or arising from tax examinations) deducted in computing

C-3

	Consolidated Net Income and (B) amounts paid to Holdings or any direct or indirect parent of Holdings in respect of taxes in accordance with Section 7.06(g)(viii) of the Credit Agreement, solely to the extent such amounts were deducted in computing Consolidated Net Income	$
(ii)	(A) total interest expense of the Borrower and (B) bank fees and costs owed with respect to letters of credit, bankers acceptances and surety bonds, in each case under this clause (B), in connection with financing activities and, in each case under clauses (A) and (B), to the extent the same were deducted in computing Consolidated Net Income	$
(iii)	Consolidated Depreciation and Amortization Expense of the Borrower for such period to the extent such depreciation and amortization expenses were deducted in computing Consolidated Net Income	$
(iv)	any expenses or charges related to any issuance or offering of Equity Interests, Investment, acquisition, Disposition, recapitalization or the incurrence or repayment of Indebtedness (including, with respect to Indebtedness, a refinancing thereof) in each case whether or not successful and permitted to be incurred or made hereunder and any amendment or modification to the terms of any such transactions, including such fees, expenses or charges related to the Transaction, in each case, deducted in computing Consolidated Net Income	$
(v)	the amount of (x) any cash restructuring charge or reserve deducted in such period in computing Consolidated Net Income, including any one-time costs incurred in connection with (A) Permitted Acquisitions after the Closing Date or (B) the consolidation or closure of any office or facility and (y) cash expenses or charges relating to curtailments or modifications to pension and post retirement employee benefit plans, in each case, after the Closing Date in an aggregate amount for all cash items added pursuant to this clause (v), (i) when aggregated with the aggregate amount for all cash items added pursuant to clause (vi) below, not to exceed 15% of Consolidated EBITDA for such Test Period (calculated prior to giving effect to any adjustment pursuant to this clause (v) or clause (vi)) and (ii) when aggregated with the aggregate amount for all cash items added pursuant to clauses (vi) and (ix) below, not to exceed 20% of Consolidated EBITDA for such Test Period (calculated prior to giving effect to any adjustment pursuant to this clause (v) or clauses (vi) and (ix) below)	$
(vi)	the amount of costs relating to signing, retention and completion bonuses, costs incurred in connection with any strategic

C-4

	initiatives, transition costs and costs incurred in connection with non-recurring product and intellectual property development after the Closing Date, other business optimization expenses (including costs and expenses relating to business optimization programs), and new systems design and implementation costs and project start-up costs in an aggregate amount for all cash items added pursuant to this clause (vi), (i) when aggregated with the aggregate amount for all cash items added pursuant to clause (v) above, not to exceed 15% of Consolidated EBITDA for such Test Period (calculated prior to giving effect to any adjustment pursuant to this clause (vi) or clause (v) above) and (ii) when aggregated with the aggregate amount for all cash items added pursuant to this clause (vi) and clause (ix) below, not to exceed 20% of Consolidated EBITDA for such Test Period (calculated prior to giving effect to any adjustment pursuant to clause (v) above or this clause (vi) and clause (ix) below)	$
(vii)	any other non-cash charges including any write offs or write downs reducing such Consolidated Net Income for such period (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, (1) the Borrower may determine not to add back such non-cash charge in the current period and (2) to the extent the Borrower does decide to add back such non-cash charge, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period)	$
(viii)	the amount of any minority interest expense or non-controlling interest consisting of Subsidiary income attributable to minority equity interests of third parties in any non-wholly owned Subsidiary deducted in calculating Consolidated Net Income	$
(ix)	the amount of net cost savings and synergies (other than any of the foregoing related to Specified Transactions) projected by the Borrower in good faith to result from actions taken or expected to be taken no later than twelve (12) months after the end of such period (which net cost savings and synergies shall be subject to certification by a Responsible Officer and calculated on a pro forma basis as though such cost savings and synergies had been realized on the first day of the period for which Consolidated EBITDA is being determined), net of the amount of actual benefits realized during such period from such actions; provided that (A) such cost savings and synergies are reasonably identifiable and factually supportable, (B) the aggregate amount of cost savings and synergies added pursuant to this clause

C-5

	(ix) for any Test Period shall not exceed (i) 15% of Consolidated EBITDA for such Test Period (calculated prior to giving effect to any adjustment pursuant to this clause (ix)) and (ii), when aggregated with the aggregate amount for all cash items added pursuant to clauses (v) and (vi) above, 20% of Consolidated EBITDA for such Test Period (calculated prior to giving effect to any adjustment pursuant to this clause (ix) and clauses (v) and (vi) above) and (C) with respect to any period, no costs savings or synergies shall be added pursuant to this clause (ix) to the extent duplicative of any costs savings or synergies that are included in clause (v)(A) or (B) above or clause (vi) above with respect to such period	$
(x)	any costs or expenses incurred by the Borrower or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or stockholders agreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of the Borrower or net cash proceeds of issuance of Equity Interests of the Borrower (other than Disqualified Equity Interests), in each case, solely to the extent that such cash proceeds are excluded from the calculation of the Available Amount	$
(xi)	business interruption insurance proceeds in an amount representing the earnings for the period that such proceeds are intended to replace (whether or not received) so long as the Borrower in good faith expects to receive the same within the next four fiscal quarters (it being understood that to the extent not actually received in such fiscal quarters, such proceeds shall be deducted in calculating Consolidated EBITDA for such fiscal quarters)	$
(xii)	any costs or expenses incurred by the Borrower or a Restricted Subsidiary relating to litigation, investigations, proceedings and/or settlement relating to litigation matters existing on the Closing Date	$
(xiii)	non-cash gains, losses, income and expenses resulting from fair value accounting required by the applicable standard under GAAP and related interpretations	$
(xiv)	non-cash charges for deferred tax asset valuation allowances	$
(xv)	payments made by the Borrower or a Restricted Subsidiary pursuant to the management agreement between the Borrower and the Permitted Holders, as in effect on the Closing Date, in an aggregate amount not to exceed $500,000 in any fiscal year of the Borrower	$

C-6

		(xvi)	the excess of (A) GAAP rent expense over (B) actual cash rent paid, including the benefit of lease incentives included in Consolidated Net Income shall be excluded and the excess of (A) actual cash rent paid, including the benefit of lease incentives to the extent included in Consolidated Net Income, over (B) GAAP rent expense shall be included (in each case during such period due to the use of straight line rent for GAAP purposes)	$
		(c)	minus (without duplication, and as determined in accordance with GAAP to the extent applicable) any non-cash gains increasing Consolidated Net Income of the Borrower for such period, excluding any gains that represent the reversal of any accrual of, or cash reserve for, anticipated cash charges in any prior period (other than such cash charges that have been added back to Consolidated Net Income in calculating Consolidated EBITDA in accordance with this clause (ii))	$
		Consolidated EBITDA		$
(ii)	Consolidated Cash Interest Expense of the Borrower:
		As of any date for the applicable period ending on such date with respect to the Borrower and its Restricted Subsidiaries on a consolidated basis, the amount payable with respect to such period in respect of:		$
	(a)	total interest expense payable in cash with respect to all outstanding Indebtedness of the Borrower and its Restricted Subsidiaries (including the interest component under Capitalized Leases, but excluding, to the extent included in interest expense, (i) fees and expenses (including any penalties and interest relating to Taxes) associated with the consummation of the Transactions, (ii) annual agency fees paid to the administrative agent and collateral agent under any credit facilities or other debt instruments or documents, (iii) costs associated with obtaining Swap Contracts and any interest expense attributable to the movement of the mark-to-market valuation of obligations under Swap Contracts or other derivative instruments, and any one-time cash costs associated with breakage in respect of Swap Contracts for interest rates, (iv) fees and expenses (including any penalties and interest relating to Taxes) associated with any Investment not prohibited by Section 7.02 of the Credit Agreement, the issuance of Equity Interests or Indebtedness, (v) any interest component relating to accretion or accrual of discounted liabilities, (vi) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses or expensing of any financing fees or prepayment or redemption premiums or penalty and any

C-7

	other amounts of non-cash interest (including as a result of the effects of acquisition method accounting or pushdown accounting), and (vii) any interest expense attributable to the exercise of appraisal rights and the settlement of any claims or actions (whether actual, contingent or potential) with respect thereto and with respect to any Permitted Acquisition or other Investment, all as calculated on a consolidated basis in accordance with GAAP	$
(b)	minus cash interest income of Borrower and its Restricted Subsidiaries earned during such period, in each case as determined in accordance with GAAP	$
Consolidated EBITDA to Consolidated Cash Interest Expense		[    ]:1.00
	Covenant Requirement	No less than
		[    ]:1.00

C-8

EXHIBIT D-1

FORM OF TERM NOTE

$             [New York, New York] [Date]

FOR VALUE RECEIVED, the undersigned, as the Borrower (as defined below), hereby promises to pay to [LENDER] or its registered assigns (the “Lender”), in accordance with Section 2.07 of the Credit Agreement (as defined below), in lawful money of the United States of America in immediately available funds at the office of the Administrative Agent (such term, and each other capitalized term used but not defined herein, having the meaning assigned to it in the Credit Agreement, dated as of May 15, 2015 (as amended, amended and restated, supplemented, extended, renewed, replaced, restructured or otherwise modified and/or refinanced from time to time, the “Credit Agreement”), among SoulCycle Holdings, LLC, a Delaware limited liability company (the “Borrower”), SoulCycle Intermediate Holdings LLC, a Delaware limited liability company (“Holdings”), Bank of America, N.A. (“Bank of America”), as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) and each lender from time to time party thereto), at 101 N. Tryon Street, Charlotte, North Carolina, 28255, (or such other office notified by the Administrative Agent to the Borrower in accordance with Section 10.02 of the Credit Agreement) (i) on the dates set forth in the Credit Agreement, the principal amounts set forth in the Credit Agreement with respect to Term Loans made by the Lender to Borrower pursuant to the Credit Agreement and (ii) on each Interest Payment Date, interest at the rate or rates per annum as provided in the Credit Agreement on the unpaid principal amount of all Term Loans made by the Lender to the Borrower pursuant to the Credit Agreement.

The Borrower promises to pay interest, on demand, on any overdue principal and, to the extent permitted by law, overdue interest from their due dates at the rate or rates provided in the Credit Agreement.

The Borrower hereby waives diligence, presentment, demand, protest and notice of any kind whatsoever. The non-exercise by the holder hereof of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance.

All Borrowings evidenced by this note and all payments and prepayments of the principal hereof and interest hereon and the respective dates thereof shall be endorsed by the holder hereof on the schedule attached hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof, or otherwise recorded by such holder in its internal records; provided, however, that the failure of the holder hereof to make such a notation or any error in such notation shall not affect the obligations of the Borrower under this note.

This note is one of the Term Notes referred to in the Credit Agreement that, among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain events, for optional and mandatory prepayment of the principal hereof prior to the maturity hereof and for the amendment or waiver of certain provisions of the Credit Agreement, all upon the terms and conditions therein specified. This note is also entitled to the benefits of the Guaranty and is secured by the Collateral.

D-1-1

THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE CREDIT AGREEMENT.

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

D-1-2

IN WITNESS WHEREOF, the parties hereto have caused this Term Note to be duly executed by their respective authorized officers as of the day and year first above written.

SOULCYCLE HOLDINGS, LLC
By:
	Name:
	Title:

[Signature Page to Term Note]

LOANS AND PAYMENTS

Date Amount of
Term
Loan Maturity
Date Payments of
Principal/Interest Principal
Balance of
Term
Note Name of
Person
Making this
Notation

EXHIBIT D-2

FORM OF REVOLVING CREDIT NOTE

$             [New York, New York] [Date]

FOR VALUE RECEIVED, the undersigned, as the Borrower (as defined below), hereby promises to pay to [LENDER] or its registered assigns (the “Lender”), in accordance with Section 2.07 of the Credit Agreement (as defined below), in lawful money of the United States of America in immediately available funds at the office of the Administrative Agent (such term, and each other capitalized term used but not defined herein, having the meaning assigned to it in the Credit Agreement, dated as of May 15, 2015 (as amended, amended and restated, supplemented, extended, renewed, replaced, restructured or otherwise modified and/or refinanced from time to time, the “Credit Agreement”), among SoulCycle Holdings, LLC, a Delaware limited liability company (the “Borrower”), SoulCycle Intermediate Holdings LLC, a Delaware limited liability company (“Holdings”), Bank of America, N.A. (“Bank of America”), as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) and each lender from time to time party thereto), at 101 N. Tryon Street, Charlotte, North Carolina, 28255 (or such other office notified by the Administrative Agent to the Borrower in accordance with Section 10.02 of the Credit Agreement) (i) on the dates set forth in the Credit Agreement, the lesser of (A) the principal amount set forth above and (B) the aggregate unpaid principal amount of all Revolving Credit Loans made by the Lender to Borrower pursuant to the Credit Agreement and (ii) on each Interest Payment Date, interest at the rate or rates per annum as provided in the Credit Agreement on the unpaid principal amount of all Revolving Credit Loans made by the Lender to the Borrower pursuant to the Credit Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in the currency in which the applicable Revolving Credit Loans were made in Same Day Funds at the Administrative Agent’s Office for such currency.

The Borrower promises to pay interest, on demand, on any overdue principal and, to the extent permitted by law, overdue interest from their due dates at the rate or rates provided in the Credit Agreement.

The Borrower hereby waives diligence, presentment, demand, protest and notice of any kind whatsoever. The non-exercise by the holder hereof of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance.

All Borrowings evidenced by this note and all payments and prepayments of the principal hereof and interest hereon and the respective dates thereof shall be endorsed by the holder hereof on the schedule attached hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof, or otherwise recorded by such holder in its internal records; provided, however, that the failure of the holder hereof to make such a notation or any error in such notation shall not affect the obligations of the Borrower under this note.

This note is one of the Revolving Credit Notes referred to in the Credit Agreement that, among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain events, for optional and mandatory prepayment of the principal hereof prior to the maturity hereof and for the amendment or waiver of certain provisions of the Credit Agreement, all upon the terms and conditions therein specified. This note is also entitled to the benefits of the Guaranty and is secured by the Collateral.

D-2-1

THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE CREDIT AGREEMENT.

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

D-2-2

IN WITNESS WHEREOF, the parties hereto have caused this Revolving Credit Note to be duly executed by their respective authorized officers as of the day and year first above written.

SOULCYCLE HOLDINGS, LLC
By:
	Name:
	Title:

[Signature Page to Revolving Credit Note]

LOANS AND PAYMENTS

Date Amount of
Loan Maturity
Date Payments of
Principal/Interest Principal
Balance of
Note Name of
Person
Making this
Notation

EXHIBIT D-3

FORM OF SWING LINE NOTE

$             [New York, New York] [Date]

FOR VALUE RECEIVED, the undersigned, as the Borrower (as defined below), hereby promises to pay to [LENDER] or its registered assigns (the “Lender”) in accordance with Section 2.07 of the Credit Agreement (as defined below), in lawful money of the United States of America in immediately available funds at the office of the Administrative Agent (such term, and each other capitalized term used but not defined herein, having the meaning assigned to it in the Credit Agreement, dated as of May 15, 2015 (as amended, amended and restated, supplemented, extended, renewed, replaced, restructured or otherwise modified and/or refinanced from time to time, the “Credit Agreement”), among SoulCycle Holdings, LLC, a Delaware limited liability company (the “Borrower”), SoulCycle Intermediate Holdings LLC, a Delaware limited liability company (“Holdings”), Bank of America, N.A. (“Bank of America”), as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) and each lender from time to time party thereto), at 101 N. Tryon Street, Charlotte, North Carolina, 28255 (or such other office notified by the Administrative Agent to the Borrower in accordance with Section 10.02 of the Credit Agreement) (i) on the dates set forth in the Credit Agreement, the principal amounts set forth in the Credit Agreement with respect to Swing Line Loans made by the Lender to Borrower pursuant to the Credit Agreement and (ii) on each Interest Payment Date, interest at the rate or rates per annum as provided in the Credit Agreement on the unpaid principal amount of all Swing Line Loans made by the Lender to the Borrower pursuant to the Credit Agreement.

The Borrower promises to pay interest, on demand, on any overdue principal and, to the extent permitted by law, overdue interest from their due dates at the rate or rates provided in the Credit Agreement.

The Borrower hereby waives diligence, presentment, demand, protest and notice of any kind whatsoever. The non-exercise by the holder hereof of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance.

All Borrowings evidenced by this note and all payments and prepayments of the principal hereof and interest hereon and the respective dates thereof shall be endorsed by the holder hereof on the schedule attached hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof, or otherwise recorded by such holder in its internal records; provided, however, that the failure of the holder hereof to make such a notation or any error in such notation shall not affect the obligations of the Borrower under this note.

This note is one of the Swing Line Notes referred to in the Credit Agreement that, among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain events, for optional and mandatory prepayment of the principal hereof prior to the maturity hereof and for the amendment or waiver of certain provisions of the Credit Agreement, all upon the terms and conditions therein specified. This note is also entitled to the benefits of the Guaranty and is secured by the Collateral.

THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE CREDIT AGREEMENT.

D-3-1

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

D-3-2

IN WITNESS WHEREOF, the parties hereto have caused this Swing Line Note to be duly executed by their respective authorized officers as of the day and year first above written.

SOULCYCLE HOLDINGS, LLC
By:
	Name:
	Title:

[Signature Page to Swing Line Note]

LOANS AND PAYMENTS

Date Amount of
Loan Maturity
Date Payments of
Principal/Interest Principal
Balance of
Note Name of
Person
Making this
Notation

EXHIBIT E-1

to the Credit Agreement

FORM OF ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Assignment Effective Date set forth below and is entered into by and between [the] [each]¹ Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]² Assignee identified in item 2 below ([the] [each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]³ hereunder are several and not joint.]⁴ Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the][each] Assignee. The Standard Terms and Conditions for Assignment and Assumption set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and [the] [each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Assignment Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective facilities identified below (including participations in any Letters of Credit or Swing Line Loans included in such facility) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)] [the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the] [any] Assignor to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the] [any] Assignor.

¹  For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language.

²  For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee, choose the first bracketed language. If the assignment is to multiple Assignees, choose the second bracketed language.

³  Select as appropriate.

⁴  Include bracketed language if there are either multiple Assignors or multiple Assignees.

E-1-1

1.	Assignor[s]:
2.	Assignee[s]:

[for each Assignee above, indicate if any such Assignee is an [Affiliate] [Approved Fund] of [identify Lender]]

3.	Affiliate Status:
	a.	Assignor(s):
		Assignor[s]5	Affiliated Lender6	Affiliated Debt Fund
			Yes  ¨                    No   ¨	Yes  ¨                    No   ¨
			Yes  ¨                    No   ¨	Yes  ¨                    No   ¨
	b.	Assignee(s):
		Assignee[s]7	Affiliated Lender8	Affiliated Debt Fund
			Yes  ¨                    No   ¨	Yes  ¨                    No   ¨
			Yes  ¨                    No   ¨	Yes  ¨                    No   ¨

[If any Assignee hereunder indicates above that it is an Affiliated Lender (or will become an Affiliated Lender after giving effect to any such purported assignment), such Assignee shall (A) have delivered to the Administrative Agent an Affiliate Assignment Notice in the form of Exhibit E-2 to the Credit Agreement

⁵  List each Assignor.

⁶  For each Assignor that is assigning Term Loans, check the box in this column immediately to the right of such Assignor’s name indicating whether or not such Assignor is, prior to giving effect to any assignment hereunder, an Affiliated Lender or an Affiliated Debt Fund.

⁷  List each Assignee.

⁸  For each Assignee that is being assigned Term Loans, check the box in this column immediately to the right of such Assignee’s name indicating whether or not such Assignee is an Affiliated Lender or an Affiliated Debt Fund or will, after giving effect to the assignment, become an Affiliated Lender or an Affiliated Debt Fund.

E-1-2

and (B) set forth the tranche(s) of [Term Loans/Term Commitments] being sold hereunder to such Assignee. If any Assignor or Assignee hereunder indicates above that it is or will become an Affiliated Lender, such Affiliates of the Sponsor shall additionally set forth in this Section 3: (i) the aggregate amount of all [Term Loans/Term Commitments] of such tranche(s) held by Affiliated Lenders after giving effect to the assignment hereunder and (ii) the aggregate amount of all [Term Loans/Term Commitments] held by Affiliated Lenders with respect to a Permitted Holder after giving effect to the assignment hereunder.]

4. Borrower: SoulCycle Holdings, LLC

5. Administrative Agent: Bank of America, N.A., including any successor thereto, as the administrative agent under the Credit Agreement.

6. Credit Agreement: The Credit Agreement, dated as of May 15, 2015 (as amended, amended and restated, supplemented, extended, renewed, replaced, restructured or otherwise modified and/or refinanced from time to time, the “Credit Agreement”), among SoulCycle Holdings, LLC, a Delaware limited liability company (the “Borrower”), SoulCycle Intermediate Holdings LLC, a Delaware limited liability company (“Holdings”), Bank of America, N.A. (“Bank of America”), as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) and each lender from time to time party thereto.

E-1-3

7. Assigned Interest:

Assignor[s]9	Assignee[s]10	Facility Assigned11	Aggregate Amount of Commitment/ Loans for all Lenders12	Amount of Commitment/ Loans Assigned	Percentage of Assigned of Commitment/ Loans13		CUSIP Number
			$	$		%
			$	$		%
			$	$		%

[8. Trade Date:   ¹⁴

Assignment Effective Date:             , 20     [TO BE INSERTED BY THE APPLICABLE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE ASSIGNMENT EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

⁹  List each Assignor, as appropriate.

¹⁰  List each Assignee, as appropriate.

¹¹  Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned under this Assignment and Assumption (e.g. “Initial Term Loans,” “Initial Term Commitment,” “New Revolving Credit Commitments,” “New Term Commitments,” “Revolving Credit Loans,” “Revolving Credit Commitments,” “Incremental Term Loans,” “Refinancing Term Loans,” “Refinancing Revolving Credit Loans,” “Refinancing Term Commitments,” “Refinancing Revolving Credit Commitments,” “Extended Term Loans,” “Extended Revolving Credit Loans,” “Extended Term Commitments,” “Extended Revolving Credit Commitments,” etc.).

¹²  Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Assignment Effective Date.

¹³  Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

¹⁴  To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date.

E-1-4

The terms set forth in this Assignment and Assumption are hereby agreed to:

ASSIGNOR
[NAME OF ASSIGNOR]
By:
	Name:
	Title:
ASSIGNEE
[NAME OF ASSIGNEE]
By:
	Name:
	Title:

[Consented to and]¹⁵ Accepted:

BANK OF AMERICA, N.A., as Administrative Agent
By:
	Name:
	Title:
By:
	Name:
	Title:	]

¹⁵  To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

E-1-5

[Consented to

BANK OF AMERICA, as a L/C Issuer
By:
	Name:
	Title:	]16
[Consented to
BANK OF AMERICA, as Swing Line Lender
By:
	Name:
	Title:	]17
[Consented to
SOULCYCLE HOLDINGS, LLC, as Borrower
By:
	Name:
	Title:	]18

¹⁶  To be added only if the consent of the L/C Issuer is required by the terms of the Credit Agreement.

¹⁷  To be added only if the consent of the Swing Line Lender is required by the terms of the Credit Agreement.

¹⁸  To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.

E-1-6

ANNEX 1

TO ASSIGNMENT AND ASSUMPTION

STANDARD TERMS AND CONDITIONS

FOR ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties.

1.1. Assignor. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][[the relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim [,] [and] (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby [and (iv) either (I) it does not possess material non-public information with respect to Holdings and its Subsidiaries or the securities of any of them that (x) has not been disclosed to the Lenders generally (other than Lenders who elect not to receive such information) and (y) could reasonably be expected to have Material Adverse Effect, or otherwise be material to, the relevant Lender or (II) disclose that it cannot make such representation]¹⁹; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

1.2. Assignee. [The] [Each] Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 10.07(b)(iii) and (v) of the Credit Agreement (subject to such consents, if any, as may be required under Section 10.07(b)(iii) of the Credit Agreement), (iii) from and after the Assignment Effective Date referred to in this Assignment and Assumption, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by [the] [such] Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 6.01(a) and (b) thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the] [such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the] [such] Assigned Interest, [and] (vii) attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, including but not limited to any documentation required pursuant to Section 3.01 of the Credit

¹⁹  Insert only if an Affiliated Lender or Affiliated Debt Fund is an Assignor under this Assignment and Assumption.

E-1-7

Agreement, duly completed and executed by [the] [such] Assignee [,] [and (viii) either (I) it does not possess material non-public information with respect to Holdings and its Subsidiaries or the securities of any of them that (x) has not been disclosed to the Lenders generally (other than Lenders who elect not to receive such information) and (y) could reasonably be expected to have Material Adverse Effect, or otherwise be material to, the relevant Lender or (II) disclose that it cannot make such representation]²⁰ [and (ix) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to or otherwise conferred upon the Administrative Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto;]; and (b) agrees that (i) it will, independently and without reliance upon the Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

2. Payments. From and after the Assignment Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued up to but excluding the Assignment Effective Date and to [the][the relevant] Assignee for amounts which have accrued from and after the Assignment Effective Date.

3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. Each party to this Assignment and Assumption acknowledges and agrees by its execution hereof that in addition to the other exculpations contemplated by the Credit Agreement, the Administrative Agent shall not be liable for any losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred or suffered by any Person (including any party hereto) in connection with compliance or non-compliance with Section 10.07(h)(iii) of the Credit Agreement, including any purported assignment exceeding the limitation set forth therein or any assignment’s being deemed null and void thereunder. This Assignment and Assumption may be executed in any number of counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.

²⁰  Insert only if an Affiliate of the Borrower/Permitted Holder is an Assignee under this Assignment and Assumption.

E-1-8

EXHIBIT E-2

to the Credit Agreement

FORM OF AFFILIATE ASSIGNMENT AND ASSUMPTION

Bank of America, N.A.,

Mail Code: NC1-001-05-46

101 N Tryon Street

Charlotte, NC 28255-0001

Attention: Jennifer Thayer

Telephone: 980-388-3254

Facsimile: 704-409-0486

Electronic Mail: jennifer.thayer@baml.com¹

Re: Credit Agreement, dated as of May 15, 2015 (as amended, amended and restated, supplemented, extended, renewed, replaced, restructured or otherwise modified and/or refinanced from time to time, the “Credit Agreement”), among SoulCycle Holdings, LLC, a Delaware limited liability company (the “Borrower”), SoulCycle Intermediate Holdings LLC, a Delaware limited liability company (“Holdings”), Bank of America, N.A. (“Bank of America”), as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) and each lender from time to time party thereto (capitalized terms used herein shall have the meanings attributed thereto in the Credit Agreement unless otherwise defined herein).

Dear Sir:

The undersigned (the “Proposed Affiliate Assignee”) hereby gives you notice, pursuant to Section 10.07(h) of the Credit Agreement, that:

(a) it has entered into an agreement to purchase via assignment a portion of the Term Loans under the Credit Agreement,

(b) the assignor in the proposed assignment is [            ],

(c) immediately after giving effect to such assignment of the Term Loans (if accepted), the Proposed Affiliate Assignee will be an Affiliated Lender or an Affiliated Debt Fund because it is an Affiliate of a Permitted Holder,

(d) the principal amount of Term Loans to be purchased by such Proposed Affiliate Assignee in the assignment contemplated hereby is: $        ,

(e) the aggregate amount of all Term Loans held by such Proposed Affiliate Assignee and each other Affiliated Lender or an Affiliated Debt Fund which is an Affiliate of a Permitted Holder after giving effect to the assignment hereunder (if accepted) is $[        ], and

(f) the proposed effective date of the assignment contemplated hereby is [            ], 20[    ].

¹  The notice details set forth herein may be modified from time to time by notice from the Administrative Agent to the Lenders pursuant to Section 10.02 of the Credit Agreement.

E-2-1

Very truly yours,
[EXACT LEGAL NAME OF PROPOSED AFFILIATE ASSIGNEE]
By:
	Name:
	Title:
	Phone Number:
	Fax:
	Email:
	Date:

E-2-2

EXHIBIT F

to the Credit Agreement

FORM OF GUARANTY

[To be provided under separate cover].

F-1

EXHIBIT G

to the Credit Agreement

FORM OF SECURITY AGREEMENT

[To be provided under separate cover].

G-1

EXHIBIT H

to the Credit Agreement

[RESERVED]

H-1

EXHIBIT I-1

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Not Treated As Partnerships For

U.S. Federal Income Tax Purposes)

Reference is made to that certain Credit Agreement, dated as of May 15, 2015 (as amended, amended and restated, supplemented, extended, renewed, replaced, restructured or otherwise modified and/or refinanced from time to time, the “Credit Agreement”), among SoulCycle Holdings, LLC, a Delaware limited liability company (the “Borrower”), SoulCycle Intermediate Holdings LLC, a Delaware limited liability company (“Holdings”), Bank of America, N.A. (“Bank of America”), as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) and each lender from time to time party thereto. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.

Pursuant to the provisions of Section 3.01(d) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (iv) it is not a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (v) no payments in connection with any Loan Document are effectively connected with the undersigned’s conduct of a U.S. trade or business.

The undersigned has furnished the Administrative Agent with a certificate of its non-U.S. person status on IRS Form W-8BEN or W-8BEN-E (as applicable). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent in writing and (2) the undersigned shall furnish the Borrower and the Administrative Agent a properly completed and currently effective certificate in either the calendar year in which payment is to be made by the Borrower or the Administrative Agent to the undersigned, or in either of the two calendar years preceding each such payment.

[Signature Page Follows]

[Foreign Lender]
By:
	Name:
	Title:
[Address]

Dated:             , 20[    ]

EXHIBIT I-2

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Treated As Partnerships For

U.S. Federal Income Tax Purposes)

Reference is made to that certain Credit Agreement, dated as of May 15, 2015 (as amended, amended and restated, supplemented, extended, renewed, replaced, restructured or otherwise modified and/or refinanced from time to time, the “Credit Agreement”), among SoulCycle Holdings, LLC, a Delaware limited liability company (the “Borrower”), SoulCycle Intermediate Holdings LLC, a Delaware limited liability company (“Holdings”), Bank of America, N.A. (“Bank of America”), as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) and each lender from time to time party thereto. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.

Pursuant to the provisions of 3.01(d) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) neither the undersigned nor any of its partners/members is a bank within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (v) none of its partners/members is a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) no payments in connection with any Loan Document are effectively connected with the undersigned’s or its partners/members’ conduct of a U.S. trade or business.

The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E (as applicable) or (ii) and IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E (as applicable) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent in writing and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding each such payment.

[Signature Page Follows]

[Foreign Lender]
By:
	Name:
	Title:
[Address]

Dated:             , 20[    ]

EXHIBIT I-3

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Not Treated As Partnerships For

U.S. Federal Income Tax Purposes)

Reference is made to that certain Credit Agreement, dated as of May 15, 2015 (as amended, amended and restated, supplemented, extended, renewed, replaced, restructured or otherwise modified and/or refinanced from time to time, the “Credit Agreement”), among SoulCycle Holdings, LLC, a Delaware limited liability company (the “Borrower”), SoulCycle Intermediate Holdings LLC, a Delaware limited liability company (“Holdings”), Bank of America, N.A. (“Bank of America”), as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) and each lender from time to time party thereto. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.

Pursuant to the provisions of Section 3.01(d) and Section 10.07(d) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (iv) it is not a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (v) no payments in connection with any Loan Document are effectively connected with the undersigned’s conduct of a U.S. trade or business.

The undersigned has furnished its participating Lender with a certificate of its non-U.S. person status on IRS Form W-8BEN or W-8BEN-E (as applicable). By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding each such payment.

[Signature Page Follows]

[Foreign Participant]
By:
	Name:
	Title:
[Address]

Dated:             , 20[    ]

EXHIBIT I-4

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Treated As Partnerships For

U.S. Federal Income Tax Purposes)

Reference is made to that certain Credit Agreement, dated as of May 15, 2015 (as amended, amended and restated, supplemented, extended, renewed, replaced, restructured or otherwise modified and/or refinanced from time to time, the “Credit Agreement”), among SoulCycle Holdings, LLC, a Delaware limited liability company (the “Borrower”), SoulCycle Intermediate Holdings LLC, a Delaware limited liability company (“Holdings”), Bank of America, N.A. (“Bank of America”), as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) and each lender from time to time party thereto. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.

Pursuant to the provisions of Section 3.01(d) and Section 10.07(d) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its partners/members are the sole beneficial owners of such participation, (iii) neither the undersigned nor any of its partners/members is a bank within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, (v) none of its partners/members is a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code, and (vi) no payments in connection with any Loan Document are effectively connected with the undersigned’s or its partners/members’ conduct of a U.S. trade or business.

The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E (as applicable) or (ii) and IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E (as applicable) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding each such payment.

[Signature Page Follows]

I-4-1

[Foreign Participant]
By:
	Name:
	Title:
[Address]

Dated:             , 20[    ]

I-4-2

EXHIBIT J

to the Credit Agreement

FORM OF INTERCOMPANY SUBORDINATION AGREEMENT

This INTERCOMPANY SUBORDINATION AGREEMENT, dated as of [            ], 20[●] (as from time to time amended, amended and restated, supplemented, modified, renewed, replaced or otherwise modified from time to time, in accordance with the terms hereof, this “Intercompany Subordination Agreement”), is made and entered into by and among each of the undersigned Loan Parties, to the extent a borrower from time to time (in such capacity for the purposes of this Agreement, an “Obligor”) from any other entity listed on the signature page which is not a Loan Party (in such capacity for the purposes of this Intercompany Subordination Agreement, a “Subordinated Creditor”).

RECITALS

A. Reference is made to that certain Credit Agreement, dated as of May 15, 2015 (as amended, amended and restated, supplemented, extended, renewed, replaced, restructured or otherwise modified and/or refinanced from time to time, the “Credit Agreement”), among SoulCycle Holdings, LLC, a Delaware limited liability company (the “Borrower”), SoulCycle Intermediate Holdings LLC, a Delaware limited liability company (“Holdings”), Bank of America, N.A. (“Bank of America”), as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) and each lender from time to time party thereto. Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to them in the Credit Agreement.

B. All Indebtedness of each Obligor that is a Loan Party to each Subordinated Creditor that is not a Loan Party now or hereafter existing (whether created directly or acquired by assignment or otherwise), and all interest, premiums, costs, expenses or indemnification amounts thereon or payable in respect thereof or in connection therewith, are hereinafter referred to as the “Subordinated Debt.” Indebtedness owed to a Subordinated Creditor by any Obligor that is not a Loan Party shall not be subordinated to, and shall rank pari passu in right of payment with, any other obligation of such Obligor.

C. This Intercompany Subordination Agreement is entered into pursuant to Sections 7.02(f), 7.03(b)(ii) and 7.03(d) of the Credit Agreement and delivered in connection therewith.

SECTION 1. Subordination.

(a) Each Subordinated Creditor and each Obligor agrees that the Subordinated Debt is and shall be subordinate, to the extent and in the manner hereinafter set forth, to the prior payment in full in cash of all Obligations of any such Obligor now or hereafter existing under the Credit Agreement and the other Loan Documents, including, without limitation, where applicable, such Obligor’s guarantee thereof (the “Obligations”).

(b) For the purposes of this Intercompany Subordination Agreement, the Obligations shall not be deemed to have been paid in full until the later of: (A) the payment in full of the Obligations and all other amounts (other than contingent indemnification obligations as to which no claim has been asserted and obligations and liabilities under Secured Hedge Agreements and Cash Management Obligations as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank shall have been made) payable under the Credit Agreement and the other Loan Documents and (B) the Maturity Date.

(c) A Subordinated Creditor shall automatically be released from its obligations hereunder upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Subordinated Creditor ceases to be a Subsidiary of Holdings.

J-1

SECTION 2. Events of Subordination.

(a) In the event of any dissolution, winding up, liquidation, arrangement, reorganization, adjustment, protection, relief or composition of any Obligor or its debts, whether voluntary or involuntary, in any bankruptcy, insolvency, arrangement, reorganization, receivership, relief or other similar case or proceeding under any Debtor Relief Law or upon an assignment for the benefit of creditors or any other marshalling of the assets and liabilities of any Obligor or otherwise, the Secured Parties shall be entitled to receive payment in full of the Obligations before any Subordinated Creditor is entitled to receive any payment of all or any of the Subordinated Debt, and any payment or distribution of any kind (whether in cash, property or securities, but other than (A) equity securities or (B) debt securities of such Obligor that are subordinated, to at least the same extent as the Subordinated Debt hereunder, to the payment of all Obligations then outstanding) that otherwise would be payable or deliverable upon or with respect to the Subordinated Debt in any such case, proceeding, assignment, marshalling or otherwise (including any payment that may be payable by reason of any other indebtedness of such Obligor being subordinated to payment of the Subordinated Debt) shall be paid or delivered directly to the Administrative Agent for the account of the Secured Parties for application (in the case of cash) to, or as collateral (in the case of non-cash property or securities) for, the payment or prepayment of the Obligations until the Obligations shall have been paid in full in cash.

(b) If any Event of Default has occurred and is continuing under the Credit Agreement and after notice from the Administrative Agent to each Subordinated Creditor (provided that no such notice shall be required to be given in the case of any Event of Default arising under Section 8.01(f) of the Credit Agreement), then no payment (including any payment that may be payable by reason of any other Indebtedness of any Obligor being subordinated to payment of the Subordinated Debt) or distribution of any kind or character shall be made by or on behalf of any Obligor for or on account of any Subordinated Debt, and no Subordinated Creditor shall take or receive from any Obligor, directly or indirectly, in cash or other property or by set-off or in any other manner, including, without limitation, from or by way of collateral, payment of all or any of the Subordinated Debt, until (x) the Obligations shall have been paid in full in cash or (y) such Event of Default shall have been cured or waived, unless (i) with respect to an Event of Default arising under Section 8.01(f) of the Credit Agreement, as otherwise agreed in writing by the Administrative Agent, or (ii) with respect to any other Event of Default, as otherwise agreed, in the Administrative Agent’s reasonable discretion, in writing by the Administrative Agent providing the applicable notice required under the Credit Agreement.

(c) Except as otherwise set forth in Sections 2(a) and (b) above, any Obligor is permitted to pay, and any Subordinated Creditor is entitled to receive, any payment or prepayment of principal and interest on the Subordinated Debt to the extent not restricted or prohibited under the Credit Agreement.

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SECTION 3. In Furtherance of Subordination. Each Subordinated Creditor agrees as follows:

(a) If any proceeding referred to in Section 2(a) above is commenced by or against any Obligor,

(i) the Administrative Agent is hereby irrevocably authorized and empowered (in its own name or in the name of each Subordinated Creditor or otherwise), but shall have no obligation, to demand, sue for, collect and receive every payment or distribution referred to in Section 2(a) and give acquittance therefor and to file claims and proofs of claim and take such other action (including, without limitation, voting the Subordinated Debt or enforcing any security interest or other lien securing payment of the Subordinated Debt) as it may deem necessary or advisable for the exercise or enforcement of any of the rights or interests of the Administrative Agent and of the other Secured Parties hereunder; and

(ii) each Subordinated Creditor shall duly and promptly take such action as any Administrative Agent may reasonably request (A) to collect the Subordinated Debt for the account of the Administrative Agent and of the other Secured Parties and to file appropriate claims or proofs or claim in respect of the Subordinated Debt, (B) to execute and deliver to the Administrative Agent such powers of attorney, assignments, or other instruments as the Administrative Agent may reasonably request in order to enable the Administrative Agent to enforce any and all claims with respect to, and any security interests and other liens securing payment of, the Subordinated Debt, and (C) to collect and receive any and all payments or distributions which may be payable or deliverable upon or with respect to the Subordinated Debt.

(b) All payments or distributions upon or with respect to the Subordinated Debt which are received by each Subordinated Creditor contrary to the provisions of this Intercompany Subordination Agreement shall be received in trust for the benefit of the Administrative Agent and of the other Secured Parties, shall be segregated from other funds and property held by such Subordinated Creditor and shall be forthwith paid over to the Administrative Agent for the account of the Administrative Agent and of the other Secured Parties in the same form as so received (with any necessary indorsement) to be applied (in the case of cash) to, or held as collateral (in the case of non-cash property or securities) for, the payment or prepayment of the Obligations, as applicable in accordance with the terms of the Credit Agreement.

(c) The Administrative Agent is hereby authorized to demand specific performance of this Intercompany Subordination Agreement, whether or not such Obligor shall have complied with any of the provisions hereof applicable to it, at any time when such Subordinated Creditor shall have failed to comply with any of the provisions of this Intercompany Subordination Agreement applicable to it. Each Subordinated Creditor hereby irrevocably waives any defense based on the adequacy of a remedy at law, which might be asserted as a bar to such remedy of specific performance.

SECTION 4. Rights of Subrogation. Each Subordinated Creditor agrees that no payment or distribution to the Administrative Agent or the other Secured Parties pursuant to the provisions of this Intercompany Subordination Agreement shall entitle such Subordinated Creditor to exercise any right of subrogation in respect thereof until the Obligations shall have been paid in full in cash (other than (x) contingent indemnification obligations as to which no claim has been asserted, (y) obligations and liabilities under Secured Hedge Agreements and Cash Management Services agreements as to which arrangements satisfactory to the applicable Hedge Bank or Cash Management Bank shall have been made and (z) L/C Obligations which have been Cash Collateralized or back stopped by a letter of credit as provided for in the Credit Agreement).

SECTION 5. Further Assurances. Each Subordinated Creditor and each Obligor will, at its expense and at any time and from time to time, promptly execute and deliver all further instruments and

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documents, and take all further action, that may be necessary, or that the Administrative Agent may reasonably request in writing, in order to protect any right or interest granted or purported to be granted hereby or to enable the Administrative Agent or any other Secured Parties to exercise and enforce its rights and remedies hereunder.

SECTION 6. Agreements in Respect of Subordinated Debt. No Subordinated Creditor will except as permitted under the Credit Agreement:

(a) sell, assign, pledge, encumber or otherwise dispose of any of the Subordinated Debt unless such sale, assignment, pledge, encumbrance or disposition is made expressly subject to this Intercompany Subordination Agreement; or

(b) permit the terms of any of the Subordinated Debt to be changed in such a manner as to have a material adverse effect upon the rights or interests of the Administrative Agent or any Lender hereunder.

SECTION 7. Agreement by the Obligors. Each Obligor agrees that it will not make any payment of any of the Subordinated Debt, or take any other action, in each case if such payment or other action would be in contravention of the provisions of this Intercompany Subordination Agreement.

SECTION 8. Obligations Hereunder Not Affected. All rights and interests of the Administrative Agent and the other Secured Parties hereunder, and all agreements and obligations of each Subordinated Creditor and each Obligor under this Intercompany Subordination Agreement, shall remain in full force and effect irrespective of:

(a) any amendment, extension, renewal, compromise, discharge, acceleration or other change in the time for payment or the terms of the Obligations or any part thereof;

(b) any taking, holding, exchange, enforcement, waiver, release, failure to perfect, sell or otherwise dispose of any security for payment of the Guaranty or any Obligations;

(c) the application of security and directing the order or manner of sale thereof as the Administrative Agent and other Secured Parties in their sole discretion may determine;

(d) the release or substitution of one or more of any endorsers or other guarantors of any of the Obligations (other than the release of an endorser or guarantor from its obligations under the Obligations in accordance with its terms);

(e) the taking of, or failure to take any action which might in any manner or to any extent vary the risks of any Obligor or which, but for this Section 8, might operate as a discharge of such Obligor;

(f) any defense arising by reason of any disability, change in corporate existence or structure or other defense of any Obligor or a Subordinated Creditor, the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of such Obligor or a Subordinated Creditor;

(g) any defense based on any claim that such Obligor’s or Subordinated Creditor’s obligations exceed or are more burdensome than those of any other Obligor or any other subordinated creditor, as applicable;

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(h) the benefit of any statute of limitations affecting such Obligor’s or Subordinated Creditor’s liability hereunder;

(i) any right to proceed against any Obligor, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of any Secured Party, whatsoever;

(j) any benefit of and any right to participate in any security now or hereafter held by any Secured Party, and

(k) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties (other than a defense asserting payment in full of the Obligations).

This Intercompany Subordination Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations is rescinded or must otherwise be returned by any Administrative Agent or any other Secured Party upon the insolvency, bankruptcy or reorganization of any Obligor or otherwise, all as though such payment had not been made.

SECTION 9. Waiver. Each Subordinated Creditor and each Obligor hereby waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligations and this Intercompany Subordination Agreement and any requirement that the Administrative Agent or any other Secured Party protect, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against any Obligor or any other person or entity or any collateral.

SECTION 10. Amendments, Etc. No amendment or waiver of any provision of this Intercompany Subordination Agreement, and no consent to any departure by any Subordinated Creditor or any Obligor herefrom, shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent, such Obligor and each Subordinated Creditor, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

SECTION 11. Expenses. The Administrative Agent is entitled to the benefits of Section 10.04 of the Credit Agreement with respect to reasonable out-of-pocket cost and expenses incurred in connection with the preparation, negotiation and execution of this Intercompany Subordination Agreement.

SECTION 12. Addresses for Notices. All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 10.02 of the Credit Agreement. All communications and notice hereunder to an Obligor other than the Borrower shall be given in care of the Borrower.

SECTION 13. No Waiver; Remedies. No failure on the part of the Administrative Agent or any other Secured Party to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

SECTION 14. Joinder. Upon execution and delivery after the date hereof by any Restricted Subsidiary of a joinder agreement in substantially the form of Exhibit A hereto, each such party shall become an Obligor and/or a Subordinated Creditor, as applicable, hereunder with the same force and effect as if originally named as an Obligor or a Subordinated Creditor, as applicable, hereunder. The rights and obligations of each Obligor and each Subordinated Creditor hereunder shall remain in full force and effect notwithstanding the addition of any new Obligor or Subordinated Creditor as a party to this Intercompany Subordination Agreement.

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SECTION 15. Governing Law; Jurisdiction; Etc. (a) THIS INTERCOMPANY SUBORDINATION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(b) EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN THE STATE, COUNTY AND CITY OF NEW YORK IN THE BOROUGH OF MANHATTAN AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INTERCOMPANY SUBORDINATION AGREEMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS INTERCOMPANY SUBORDINATION AGREEMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY OTHER SECURED PARTY MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS INTERCOMPANY SUBORDINATION AGREEMENT AGAINST THE BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(c) EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INTERCOMPANY SUBORDINATION AGREEMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(d) EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 12 OF THIS INTERCOMPANY SUBORDINATION AGREEMENT. NOTHING IN THIS INTERCOMPANY SUBORDINATION AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

(e) EACH PARTY TO THIS INTERCOMPANY SUBORDINATION AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS INTERCOMPANY SUBORDINATION AGREEMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS INTERCOMPANY SUBORDINATION AGREEMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION

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SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 15(E) WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

SECTION 16. Counterparts; Effectiveness. This Intercompany Subordination Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Intercompany Subordination Agreement shall become effective when it shall have been executed by the Borrower, the Obligors, the Subordinated Creditors and the Administrative Agent and thereafter shall be binding upon and inure to the benefit of each Obligor, each Subordinated Creditor, the Administrative Agent, the other Secured Party and their respective permitted successors and assigns, subject to Section 6 hereof. Delivery of an executed counterpart of a signature page of this Intercompany Subordination Agreement by telecopy or other electronic imaging means (including in .pdf format via electronic mail) shall be effective as delivery of a manually executed counterpart of this Intercompany Subordination Agreement.

[Remainder of page left intentionally blank]

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IN WITNESS WHEREOF, each Subordinated Creditor, each Obligor and the Borrower each has caused this Intercompany Subordination Agreement to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

SOULCYCLE HOLDINGS, LLC, as the Borrower
By:
	Name:
	Title:

[SIGNATURE PAGE TO INTERCOMPANY SUBORDINATION AGREEMENT]

[OBLIGORS]
By:
	Name:
	Title:

[SIGNATURE PAGE TO INTERCOMPANY SUBORDINATION AGREEMENT]

[SUBORDINATED CREDITORS]
By:
	Name:
	Title:

[SIGNATURE PAGE TO INTERCOMPANY SUBORDINATION AGREEMENT]

Agreed and acknowledged as of the date above written:

BANK OF AMERICA, N.A., as Administrative Agent
By:
	Name:
	Title:

[SIGNATURE PAGE TO INTERCOMPANY SUBORDINATION AGREEMENT]

Exhibit A to the Intercompany Subordination Agreement

FORM OF JOINDER AGREEMENT

This JOINDER AGREEMENT, dated as of, [                 , 201  ] (this “Joinder”), is delivered pursuant to the Intercompany Subordination Agreement, dated as of [●], 20[●] (as amended, amended and restated, supplemented, extended, renewed, replaced or otherwise modified from time to time, the “Intercompany Subordination Agreement”) among SoulCycle Holdings, LLC, a Delaware limited liability company (the “Borrower”), the Subordinated Creditors and Obligors from time to time party thereto, Bank of America, N.A., as administrative agent under the Credit Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Intercompany Subordination Agreement.

1. Joinder in the Intercompany Subordination. The undersigned hereby agrees that on and after the date hereof, it shall be [an “Obligor”] [and] [a “Subordinated Creditor”] under and as defined in the Intercompany Subordination Agreement, hereby assumes and agrees to perform all of the obligations of [an Obligor] [and] [a Subordinated Creditor] thereunder and agrees that it shall comply with and be fully bound by the terms of the Intercompany Subordination Agreement as if it had been a signatory thereto as of the date thereof; provided that the representations and warranties made by the undersigned thereunder shall be deemed true and correct as of the date of this Joinder.

2. Unconditional Joinder. The undersigned acknowledges that the undersigned’s obligations as a party to this Joinder are unconditional and are not subject to the execution of one or more Joinders by other parties. The undersigned further agrees that it has joined and is fully obligated as [an Obligor] [and] [a Subordinated Creditor] under the Intercompany Subordination Agreement.

3. Incorporation by Reference. All terms and conditions of the Intercompany Subordination Agreement are hereby incorporated by reference in this Joinder as if set forth in full.

IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Joinder as of the day and year first above written.

[                                         ]
By:
	Name:
	Title:

EXHIBIT K

to the Credit Agreement

FORM OF SOLVENCY CERTIFICATE

of

SOULCYCLE HOLDINGS, LLC

AND ITS SUBSIDIARIES

[            ] [    ], 20[●]

Pursuant to Section 4.01(a)(vi) of that certain Credit Agreement, dated as of May 15, 2015 (as amended, amended and restated, supplemented, extended, renewed, replaced, restructured or otherwise modified and/or refinanced from time to time, the “Credit Agreement”), among SoulCycle Holdings, LLC, a Delaware limited liability company (the “Borrower”), SoulCycle Intermediate Holdings LLC, a Delaware limited liability company (“Holdings”), Bank of America, N.A. (“Bank of America”), as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) and each lender from time to time party thereto, the undersigned, solely in the undersigned’s capacity as Chief Financial Officer of the Borrower, hereby certifies, on behalf of the Borrower and not in the undersigned’s individual or personal capacity and without personal liability, that as of the Closing Date, after giving effect to the Transaction (including the making of the Loans under the Credit Agreement on the Closing Date and the application of the proceeds thereof):

(a) the fair value of the assets of the Borrower and its Restricted Subsidiaries, on a consolidated basis, exceeds their debts and liabilities, subordinated, contingent or otherwise, on a consolidated basis;

(b) the present fair saleable value of the property of the Borrower and its Restricted Subsidiaries, on a consolidated basis, is greater than the amount that will be required to pay the probable liability, on a consolidated basis, of their debts and other liabilities, subordinated, contingent or otherwise, on a consolidated basis, as such debts and other liabilities become absolute and matured;

(c) the Borrower and its Restricted Subsidiaries, on a consolidated basis, are able to pay their debts and liabilities, subordinated, contingent or otherwise, on a consolidated basis, as such liabilities become absolute and matured; and

(d) the Borrower and its Restricted Subsidiaries, on a consolidated basis, are not engaged in, and are not about to engage in, business for which they have unreasonably small capital.

For purposes of this Solvency Certificate, the amount of any contingent liability at any time shall be computed as the amount that would reasonably be expected to become an actual and matured liability. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.

The undersigned is familiar with the business and financial position of the Borrower and its Restricted Subsidiaries. In reaching the conclusions set forth in this Solvency Certificate, the undersigned has made such investigations and inquiries as the undersigned has deemed appropriate, having taken into account the nature of the business proposed to be conducted by the Borrower and its Restricted Subsidiaries after consummation of the Transaction.

[Signature Page Follows]

K-1

IN WITNESS WHEREOF, the undersigned has executed this Solvency Certificate, solely in the undersigned’s capacity as [Chief Financial Officer] of the Borrower, on behalf of the Borrower and not in the undersigned’s individual or personal capacity and without personal liability, as of the date first stated above.

SOULCYCLE HOLDINGS, LLC, as the Borrower
By:
	Name:
	Title:	[Chief Financial Officer]

K-2

EXHIBIT L

to the Credit Agreement

FORM OF DISCOUNT RANGE PREPAYMENT NOTICE

Date:             , 20    

To: [Bank of America, N.A.], as Auction Agent

Ladies and Gentlemen:

This Discount Range Prepayment Notice is delivered to you pursuant to Section 2.05(a)(iv)(B) of that certain Credit Agreement, dated as of May 15, 2015 (as amended, amended and restated, supplemented, extended, renewed, replaced, restructured or otherwise modified and/or refinanced from time to time, the “Credit Agreement”), among SoulCycle Holdings, LLC, a Delaware limited liability company (the “Borrower”), SoulCycle Intermediate Holdings LLC, a Delaware limited liability company (“Holdings”), Bank of America, N.A. (“Bank of America”), as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) and each lender from time to time party thereto. Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed to such terms in the Credit Agreement.

Pursuant to Section 2.05(a)(iv)(C) of the Credit Agreement, the Company Party hereby requests that [each Lender] [each Lender of the [●, 20●]¹ tranche[s] of the [    ]² Class of Term Loans] submit a Discount Range Prepayment Offer. Any Discounted Loan Prepayment made in connection with this solicitation shall be subject to the following terms:

1. This Borrower Solicitation of Discount Range Prepayment Offers is extended at the sole discretion of the Company Party to [each Lender] [each Lender of the [●, 20●]³ tranche[s] of the [    ]⁴ Class of Term Loans].

2. The maximum aggregate principal amount of the Discounted Loan Prepayment that will be made in connection with this solicitation is [$[●] of Term Loans] [$[●] of the [●, 20●]⁵ tranche[(s)] of the [    ]⁶ Class of Term Loans] (the “Discount Range Prepayment Amount”) ⁷

3. The Company Party is willing to make Discount Loan Prepayments at a percentage discount to par value greater than or equal to [[●]% but less than or equal to [●]% in respect of the Term Loans] [[●]% but less than or equal to [●]% in respect of the [●, 20●]⁸ tranche[(s)] of the [    ]⁹ Class of Term Loans] (the “Discount Range”).

¹  List multiple tranches if applicable.

²  List applicable Class(es) of Term Loans (e.g., Initial Term Loans, Incremental Term Loans, Refinancing Term Loans and Extended Term Loans).

³  List multiple tranches if applicable.

⁴  List applicable Class(es) of Term Loans (e.g., Initial Term Loans, Incremental Term Loans, Refinancing Term Loans and Extended Term Loans).

⁵  List multiple tranches if applicable.

⁶  List applicable Class(es) of Term Loans (e.g., Initial Term Loans, Incremental Term Loans, Refinancing Term Loans and Extended Term Loans).

⁷  Minimum of $5.0 million and whole increments of $1.0 million in excess thereof.

⁸  List multiple tranches if applicable.

⁹  List applicable Class(es) of Term Loans (e.g., Initial Term Loans, Incremental Term Loans, Refinancing Term Loans and Extended Term Loans).

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To make an offer in connection with this solicitation, you are required to deliver to the Auction Agent a Discount Range Prepayment Offer by no later than 5:00 p.m. on the date that is the third Business Day following the date of delivery of this notice pursuant to Section 2.05(a)(iv)(C) of the Credit Agreement.

The Company Party hereby represents and warrants to the Auction Agent and [the Lenders] [each Lender of the [●, 20●]¹⁰ tranche[s] of the [    ]¹¹ Class of Term Loans] as follows:

1. The Company Party will not use proceeds of loans under the Revolving Credit Facility or the Swing Line Facility to fund this Discounted Loan Prepayment.

2. [At least ten (10) Business Days have passed since the consummation of the most recent Discounted Loan Prepayment as a result of a prepayment made by a Company Party on the applicable Discounted Prepayment Effective Date.] [At least three (3) Business Days have passed since the date the Company Party was notified that no Lender was willing to accept any prepayment of any Term Loan at the Specified Discount, within the Discount Range or at any discount to par value, as applicable, or in the case of Borrower Solicitation of Discounted Prepayment Offers, the date of any Company Party’s election not to accept any Solicited Discounted Prepayment Offers made by a Lender.]¹²

3. [The Company Party does not possess material non-public information with respect to Holdings and its Subsidiaries or the securities of any of them that (x) has not been disclosed to the Lenders generally (other than Lenders who elect not to receive such information) and (y) could reasonably be expected to have Material Adverse Effect, or otherwise be material to, the relevant Lender.][The Company Party cannot represent that is does not possess material non-public information with respect to Holdings and its Subsidiaries or the securities of any of them that (x) has not been disclosed to the Lenders generally (other than Lenders who elect not to receive such information) and (y) could reasonably be expected to have Material Adverse Effect, or otherwise be material to, the relevant Lender.]¹³

¹⁰  List multiple tranches if applicable.

¹¹  List applicable Class(es) of Term Loans (e.g., Initial Term Loans, Incremental Term Loans, Refinancing Term Loans and Extended Term Loans).

¹²  Insert applicable representation.

¹³  Insert applicable representation.

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The Company Party acknowledges that the Auction Agent and the relevant Lenders are relying on the truth and accuracy of the foregoing representations and warranties in connection with any Discount Range Prepayment Offer made in response to this Discount Range Prepayment Notice and the acceptance of any prepayment made in connection with this Discount Range Prepayment Notice.

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The Company Party requests that the Auction Agent promptly notify each Appropriate Lender party to the Credit Agreement of this Discount Range Prepayment Notice.

[REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the undersigned has executed this Discount Range Prepayment Notice as of the date first above written.

[NAME OF APPLICABLE COMPANY PARTY]
By:
	Name:
	Title:

Enclosure: Form of Discount Range Prepayment Offer

L-5

EXHIBIT M

to the Credit Agreement

FORM OF DISCOUNT RANGE PREPAYMENT OFFER

Date:             , 20    

To: [Bank of America, N.A.], as Auction Agent

Ladies and Gentlemen:

Reference is made to (a) that certain Credit Agreement, dated as of May 15, 2015 (as amended, amended and restated, supplemented, extended, renewed, replaced, restructured or otherwise modified and/or refinanced from time to time, the “Credit Agreement”), among SoulCycle Holdings, LLC, a Delaware limited liability company (the “Borrower”), SoulCycle Intermediate Holdings LLC, a Delaware limited liability company (“Holdings”), Bank of America, N.A. (“Bank of America”), as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) and each lender from time to time party thereto and (b) that certain Discount Range Prepayment Notice, dated [            ], 20[    ], from the applicable Company Party (the “Discount Range Prepayment Notice”). Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed to such terms in the Discount Range Prepayment Notice or, to the extent not defined therein, in the Credit Agreement.

The undersigned Lender hereby gives you irrevocable notice, pursuant to Section 2.05(a)(iv)(C) of the Credit Agreement, that it is hereby offering to accept a Discounted Loan Prepayment on the following terms:

1. This Discount Range Prepayment Offer is available only for prepayment on [the Term Loans] [the [●, 20●]¹ tranche[s] of the [    ]² Class of Term Loans] held by the undersigned.

2. The maximum aggregate principal amount of the Discounted Loan Prepayment that may be made in connection with this offer shall not exceed (the “Submitted Amount”):

[Term Loans – $[●]]

[[●, 20●]³ tranche[s] of the [    ]⁴ Class of Term Loans – $[●]]

3. The percentage discount to par value at which such Discounted Loan Prepayment may be made is [[●]% in respect of the Term Loans] [[●]% in respect of the [●, 20●]⁵ tranche[(s)] of the [    ]⁶ Class of Term Loans] (the “Submitted Discount”).

¹  List multiple tranches if applicable.

²  List applicable Class(es) of Term Loans (e.g., Initial Term Loans, Incremental Term Loans, Refinancing Term Loans and Extended Term Loans).

³  List multiple tranches if applicable.

⁴  List applicable Class(es) of Term Loans (e.g., Initial Term Loans, Incremental Term Loans, Refinancing Term Loans and Extended Term Loans).

⁵  List multiples tranches if applicable.

⁶  List applicable Class(es) of Term Loans (e.g., Initial Term Loans, Incremental Term Loans, Refinancing Term Loans and Extended Term Loans).

M-1

The undersigned Lender hereby expressly and irrevocably consents and agrees to a prepayment of its [Term Loans] [[●, 20●]⁷ tranche[s] of the [    ]⁸ Class of Term Loans] indicated above pursuant to Section 2.05(a)(iv)(C) of the Credit Agreement at a price equal to the Applicable Discount and in an aggregate outstanding amount not to exceed the Submitted Amount, as such amount may be reduced in accordance with the Discount Range Proration, if any, and as otherwise determined in accordance with and subject to the requirements of the Credit Agreement.

[REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]

⁷  List multiple tranches if applicable.

⁸  List applicable Class(es) of Term Loans (e.g., Initial Term Loans, Incremental Term Loans, Refinancing Term Loans and Extended Term Loans).

M-2

IN WITNESS WHEREOF, the undersigned has executed this Discount Range Prepayment Offer as of the date first above written.

[NAME OF LENDER]
By:
	Name:
	Title:

M-3

EXHIBIT N

To the Credit Agreement

FORM OF SOLICITED DISCOUNTED PREPAYMENT NOTICE

Date:             , 20    

To: [Bank of America, N.A.], as Auction Agent

Ladies and Gentlemen:

This Solicited Discounted Prepayment Notice is delivered to you pursuant to Section 2.05(a)(iv)(D) of that certain Credit Agreement, dated as of May 15, 2015 (as amended, amended and restated, supplemented, extended, renewed, replaced, restructured or otherwise modified and/or refinanced from time to time, the “Credit Agreement”), among SoulCycle Holdings, LLC, a Delaware limited liability company (the “Borrower”), SoulCycle Intermediate Holdings LLC, a Delaware limited liability company (“Holdings”), Bank of America, N.A. (“Bank of America”), as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) and each lender from time to time party thereto. Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed to such terms in the Credit Agreement.

Pursuant to Section 2.05(a)(iv)(D) of the Credit Agreement, the Company Party hereby requests that [each Lender] [each Lender of the [●, 20●]¹ tranche[s] of the [    ]² Class of Term Loans] submit a Solicited Discounted Prepayment Offer. Any Discounted Loan Prepayment made in connection with this solicitation shall be subject to the following terms:

1. This Borrower Solicitation of Discounted Prepayment Offers is extended at the sole discretion of the Company Party to [each Lender] [each Lender of the [●, 20●]³ tranche[s] of the [    ]⁴ Class of Term Loans].

2. The maximum aggregate amount of the Discounted Loan Prepayment that will be made in connection with this solicitation is (the “Solicited Discounted Prepayment Amount”):⁵

[Term Loans – $[●]]

[[●, 20●]⁶ tranche[s] of the [    ]⁷ Class of Term Loans – $[●]]

¹  List multiple tranches if applicable.

²  List applicable Class(es) of Term Loans (e.g., Initial Term Loans, Incremental Term Loans, Refinancing Term Loans and Extended Term Loans).

³  List multiple tranches if applicable.

⁴  List applicable Class(es) of Term Loans (e.g., Initial Term Loans, Incremental Term Loans, Refinancing Term Loans and Extended Term Loans).

⁵  Minimum of $5.0 million and whole increments of $1.0 million in excess thereof.

⁶  List multiple tranches if applicable.

⁷  List applicable Class(es) of Term Loans (e.g., Initial Term Loans, Incremental Term Loans, Refinancing Term Loans and Extended Term Loans).

N-1

To make an offer in connection with this solicitation, you are required to deliver to the Auction Agent a Solicited Discounted Prepayment Offer by no later than 5:00 p.m. on the date that is the third Business Day following delivery of this notice pursuant to Section 2.05(a)(iv)(D) of the Credit Agreement.

The Company Party requests that the Auction Agent promptly notify each Appropriate Lender party to the Credit Agreement of this Solicited Discounted Prepayment Notice.

[REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]

N-2

IN WITNESS WHEREOF, the undersigned has executed this Solicited Discounted Prepayment Notice as of the date first above written.

[NAME OF APPLICABLE COMPANY PARTY]
By:
	Name:
	Title:

Enclosure: Form of Solicited Discounted Prepayment Offer

N-3

EXHIBIT O

to the Credit Agreement

FORM OF SOLICITED DISCOUNTED PREPAYMENT OFFER

Date:             , 20    

To: [Bank of America, N.A.], as Auction Agent

Ladies and Gentlemen:

Reference is made to (a) that certain Credit Agreement, dated as of May 15, 2015 (as amended, amended and restated, supplemented, extended, renewed, replaced, restructured or otherwise modified and/or refinanced from time to time, the “Credit Agreement”), among SoulCycle Holdings, LLC, a Delaware limited liability company (the “Borrower”), SoulCycle Intermediate Holdings LLC, a Delaware limited liability company (“Holdings”), Bank of America, N.A. (“Bank of America”), as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) and each lender from time to time party thereto and (b) that certain Solicited Discounted Prepayment Notice, dated [            ], 20[    ] from the applicable Company Party (the “Solicited Discounted Prepayment Notice”). Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed to such terms in the Solicited Discounted Prepayment Notice or, to the extent not defined therein, in the Credit Agreement.

To accept the offer set forth herein, you must submit an Acceptance and Prepayment Notice by no later than 5:00 p.m. on the third Business Day following your receipt of this notice.

The undersigned Lender hereby gives you irrevocable notice, pursuant to Section 2.05(a)(iv)(D) of the Credit Agreement, that it is hereby offering to accept a Discounted Loan Prepayment on the following terms:

1. This Solicited Discounted Prepayment Offer is available only for prepayment on the [Term Loans][[ ●, 20●]¹ tranche[s] of the [    ]² Class of Term Loans] held by the undersigned.

2. The maximum aggregate principal amount of the Discounted Loan Prepayment that may be made in connection with this offer shall not exceed (the “Offered Amount”):

[Term Loans – $[●]]

[[●, 20●]³ tranche[s] of the [    ]⁴ Class of Term Loans – $[●]]

3. The percentage discount to par value at which such Discounted Loan Prepayment may be made is [[●]% in respect of the Term Loans] [[●]% in respect of the [●, 20●]⁵ tranche[(s)] of the [    ]⁶ Class of Term Loans] (the “Offered Discount”).

¹  List multiple tranches if applicable.

²  List applicable Class(es) of Term Loans (e.g., Initial Term Loans, Incremental Term Loans, Refinancing Term Loans and Extended Term Loans).

³  List multiple tranches if applicable.

⁴  List applicable Class(es) of Term Loans (e.g., Initial Term Loans, Incremental Term Loans, Refinancing Term Loans and Extended Term Loans).

⁵  List multiple tranches if applicable.

⁶  List applicable Class(es) of Term Loans (e.g., Initial Term Loans, Incremental Term Loans, Refinancing Term Loans and Extended Term Loans).

O-1

The undersigned Lender hereby expressly and irrevocably consents and agrees to a prepayment of its [Term Loans] [[●, 20●]⁷ tranche[s] of the [    ]⁸ Class of Term Loans] pursuant to Section 2.05(a)(iv)(D) of the Credit Agreement at a price equal to the Acceptable Discount and in an aggregate outstanding amount not to exceed such Lender’s Offered Amount as such amount may be reduced in accordance with the Solicited Discount Proration, if any, and as otherwise determined in accordance with and subject to the requirements of the Credit Agreement.

[REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]

⁷  List multiple tranches if applicable.

⁸  List applicable Class(es) of Term Loans (e.g., Initial Term Loans, Incremental Term Loans, Refinancing Term Loans and Extended Term Loans).

O-2

IN WITNESS WHEREOF, the undersigned has executed this Solicited Discounted Prepayment Offer as of the date first above written.

[NAME OF LENDER]
By:
	Name:
	Title:

O-3

EXHIBIT P

to the Credit Agreement

FORM OF SPECIFIED DISCOUNT PREPAYMENT NOTICE

Date:             , 20    

To: [Bank of America, N.A.], as Auction Agent

Ladies and Gentlemen:

This Specified Discount Prepayment Notice is delivered to you pursuant to Section 2.05(a)(iv)(B) of that certain Credit Agreement, dated as of May 15, 2015 (as amended, amended and restated, supplemented, extended, renewed, replaced, restructured or otherwise modified and/or refinanced from time to time, the “Credit Agreement”), among SoulCycle Holdings, LLC, a Delaware limited liability company (the “Borrower”), SoulCycle Intermediate Holdings LLC, a Delaware limited liability company (“Holdings”), Bank of America, N.A. (“Bank of America”), as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) and each lender from time to time party thereto. Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed to such terms in the Credit Agreement.

Pursuant to Section 2.05(a)(iv)(B) of the Credit Agreement, the Company Party hereby offers to make a Discounted Loan Prepayment [to each Lender] [to each Lender of the [●, 20●]¹ tranche[s] of the [    ]² Class of Term Loans] on the following terms:

1. This Borrower Offer of Specified Discount Prepayment is available only [to each Lender] [to each Lender of the [●, 20●]³ tranche[s] of the [    ]⁴ Class of Term Loans].

2. The aggregate principal amount of the Discounted Loan Prepayment that will be made in connection with this offer shall not exceed [$[●] of Term Loans] [$[●] of the [●, 20●]⁵ tranche[(s)] of the [    ]⁶ Class of Term Loans] (the “Specified Discount Prepayment Amount”).⁷

3. The percentage discount to par value at which such Discounted Loan Prepayment will be made is [[●]% in respect of the Term Loans] [[●]% in respect of the [●, 20●]⁸ tranche[(s)] of the [    ]⁹ Class of Term Loans] (the “Specified Discount”).

¹  List multiple tranches if applicable.

²  List applicable Class(es) of Term Loans (e.g., Initial Term Loans, Incremental Term Loans, Refinancing Term Loans and Extended Term Loans).

³  List multiple tranches if applicable.

⁴  List applicable Class(es) of Term Loans (e.g., Initial Term Loans, Incremental Term Loans, Refinancing Term Loans and Extended Term Loans).

⁵  List multiple tranches if applicable.

⁶  List applicable Class(es) of Term Loans (e.g., Initial Term Loans, Incremental Term Loans, Refinancing Term Loans and Extended Term Loans).

⁷  Minimum of $5.0 million and whole increments of $1.0 million in excess thereof.

⁸  List multiple tranches if applicable.

⁹  List applicable Class(es) of Term Loans (e.g., Initial Term Loans, Incremental Term Loans, Refinancing Term Loans and Extended Term Loans).

P-1

To accept this offer, you are required to submit to the Auction Agent a Specified Discount Prepayment Response by no later than 5:00 p.m. on the date that is the third Business Day following the date of delivery of this notice pursuant to Section 2.05(a)(iv)(B) of the Credit Agreement.

The Company Party hereby represents and warrants to the Auction Agent and [the Lenders][each Lender of the [●, 20●]¹⁰ tranche[s] of the [    ]¹¹ Class of Term Loans] as follows:

1. The Company Party will not use proceeds of loans under the Revolving Credit Facility or Swing Line Facility to fund this Discounted Loan Prepayment.

2. [At least ten (10) Business Days have passed since the consummation of the most recent Discounted Loan Prepayment as a result of a prepayment made by a Company Party on the applicable Discounted Prepayment Effective Date.] [At least three (3) Business Days have passed since the date the Borrower was notified that no Lender was willing to accept any prepayment of any Term Loan at the Specified Discount, within the Discount Range or at any discount to par value, as applicable, or in the case of Borrower Solicitation of Discounted Prepayment Offers, the date of any Company Party’s election not to accept any Solicited Discounted Prepayment Offers made by a Lender.]¹²

3. [The Company Party does not possess material non-public information with respect to Holdings and its Subsidiaries or the securities of any of them that (x) has not been disclosed to the Lenders generally (other than Lenders who elect not to receive such information) and (y) could reasonably be expected to have Material Adverse Effect, or otherwise be material to, the relevant Lender.] [The Company Party cannot represent that is does not possess material non-public information with respect to Holdings and its Subsidiaries or the securities of any of them that (x) has not been disclosed to the Lenders generally (other than Lenders who elect not to receive such information) and (y) could reasonably be expected to have Material Adverse Effect, or otherwise be material to, the relevant Lender.]¹³

¹⁰  List multiple tranches if applicable.

¹¹  List applicable Class(es) of Term Loans (e.g., Initial Term Loans, Incremental Term Loans, Refinancing Term Loans and Extended Term Loans).

¹²  Insert applicable representation.

¹³  Insert applicable representation.

P-2

The Company Party acknowledges that the Auction Agent and the relevant Lenders are relying on the truth and accuracy of the foregoing representations and warranties in connection with their decision whether or not to accept the offer set forth in this Specified Discount Prepayment Notice and the acceptance of any prepayment made in connection with this Specified Discount Prepayment Notice.

The Company Party requests that the Auction Agent promptly notify each Appropriate Lender party to the Credit Agreement of this Specified Discount Prepayment Notice.

[REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]

P-3

IN WITNESS WHEREOF, the undersigned has executed this Specified Discount Prepayment Notice as of the date first above written.

[NAME OF APPLICABLE COMPANY PARTY]
By:
	Name:
	Title:

Enclosure: Form of Specified Discount Prepayment Response

P-4

EXHIBIT Q

to the Credit Agreement

FORM OF SPECIFIED DISCOUNT PREPAYMENT RESPONSE

Date:             , 20    

To: [Bank of America, N.A.], as Auction Agent

Ladies and Gentlemen:

Reference is made to (a) that certain Credit Agreement, dated as of May 15, 2015 (as amended, amended and restated, supplemented, extended, renewed, replaced, restructured or otherwise modified and/or refinanced from time to time, the “Credit Agreement”), among SoulCycle Holdings, LLC, a Delaware limited liability company (the “Borrower”), SoulCycle Intermediate Holdings LLC, a Delaware limited liability company (“Holdings”), Bank of America, N.A. (“Bank of America”), as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) and each lender from time to time party thereto and (b) that certain Specified Discount Prepayment Notice, dated [            ], 20[    ],from the applicable Company Party (the “Specified Discount Prepayment Notice”). Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed to such terms in the Specified Discount Prepayment Notice or, to the extent not defined therein, in the Credit Agreement.

The undersigned Lender hereby gives you irrevocable notice, pursuant to Section 2.05(a)(iv)(B) of the Credit Agreement, that it is willing to accept a prepayment of the following [Term Loans] [[●, 20●]¹ tranche[s] of the [    ]² Class of Term Loans – $[●]] held by such Lender at the Specified Discount in an aggregate outstanding amount as follows:

[Term Loans - $[●]]

[[●, 20●]³ tranche[s] of the [    ]⁴ Class of Term Loans – $[●]]

The undersigned Lender hereby expressly and irrevocably consents and agrees to a prepayment of its [Term Loans][[ ●, 20●]⁵ tranche[s] the [    ]⁶ Class of Term Loans] pursuant to Section 2.05(a)(iv)(B)

¹  List multiple tranches if applicable.

²  List applicable Class(es) of Term Loans (e.g., Initial Term Loans, Incremental Term Loans, Refinancing Term Loans and Extended Term Loans).

³  List multiple tranches if applicable.

⁴  List applicable Class(es) of Term Loans (e.g., Initial Term Loans, Incremental Term Loans, Refinancing Term Loans and Extended Term Loans).

⁵  List multiple tranches if applicable.

⁶  List applicable Class(es) of Term Loans (e.g., Initial Term Loans, Incremental Term Loans, Refinancing Term Loans and Extended Term Loans).

Q-1

of the Credit Agreement at a price equal to the [applicable] Specified Discount in the aggregate outstanding amount not to exceed the amount set forth above, as such amount may be reduced in accordance with the Specified Discount Proration, and as otherwise determined in accordance with and subject to the requirements of the Credit Agreement.

[REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]

Q-2

IN WITNESS WHEREOF, the undersigned has executed this Specified Discount Prepayment Notice as of the date first above written.

[NAME OF LENDER]
By:
	Name:
	Title:

Q-3

EXHIBIT R

to the Credit Agreement

FORM OF ACCEPTANCE AND PREPAYMENT NOTICE

Date:             , 20    

To: [Bank of America, N.A.], as Auction Agent

Ladies and Gentlemen:

This Acceptance and Prepayment Notice is delivered to you pursuant to (a) Section 2.05(a)(iv)(D) of that certain Credit Agreement, dated as of May 15, 2015 (as amended, amended and restated, supplemented, extended, renewed, replaced, restructured or otherwise modified and/or refinanced from time to time, the “Credit Agreement”), among SoulCycle Holdings, LLC, a Delaware limited liability company (the “Borrower”), SoulCycle Intermediate Holdings LLC, a Delaware limited liability company (“Holdings”), Bank of America, N.A. (“Bank of America”), as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) and each lender from time to time party thereto and (b) that certain Solicited Discounted Prepayment Notice, dated [            ], 20[    ], from the applicable Company Party (the “Solicited Discounted Prepayment Notice”). Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed to such terms in the Credit Agreement.

Pursuant to Section 2.05(a)(iv)(D) of the Credit Agreement, the Company Party hereby irrevocably notifies you that it accepts offers delivered in response to the Solicited Discounted Prepayment Notice having an Offered Discount equal to or greater than [[●]% in respect of the Term Loans] [[●]% in respect of the [●, 20●]¹ tranche[(s)] of the [    ]² Class of Term Loans] (the “Acceptable Discount”) in an aggregate amount not to exceed the Solicited Discounted Prepayment Amount.

The Company Party expressly agrees that this Acceptance and Prepayment Notice shall be irrevocable and is subject to the provisions of Section 2.05(a)(iv)(D) of the Credit Agreement.

The Company Party hereby represents and warrants to the Auction Agent and [the Lenders] [each Lender of the [●, 20●]³ tranche[s] of the [    ]⁴ Class of Term Loans] as follows:

1. The Company Party will not use proceeds of loans under the Revolving Credit Facility or the Swing Line Facility to fund this Discounted Loan Prepayment.

¹  List multiple tranches if applicable.

²  List applicable Class(es) of Term Loans (e.g., Initial Term Loans, Incremental Term Loans, Refinancing Term Loans and Extended Term Loans).

³  List multiple tranches if applicable.

⁴  List applicable Class(es) of Term Loans (e.g., Initial Term Loans, Incremental Term Loans, Refinancing Term Loans and Extended Term Loans).

R-1

2. [At least ten (10) Business Days have passed since the consummation of the most recent Discounted Loan Prepayment as a result of a prepayment made by a Company Party on the applicable Discounted Prepayment Effective Date.] [At least three (3) Business Days have passed since the date the Company Party was notified that no Lender was willing to accept any prepayment of any Term Loan at the Specified Discount, within the Discount Range or at any discount to par value, as applicable, or in the case of Borrower Solicitation of Discounted Prepayment Offers, the date of any Company Party’s election not to accept any Solicited Discounted Prepayment Offers made by a Lender.]⁵

3. [The Company Party does not possess material non-public information with respect to Holdings and its Subsidiaries or the securities of any of them that (x) has not been disclosed to the Lenders generally (other than Lenders who elect not to receive such information) and (y) could reasonably be expected to have Material Adverse Effect, or otherwise be material to, the relevant Lender.] [The Company Party cannot represent that is does not possess material non-public information with respect to Holdings and its Subsidiaries or the securities of any of them that (x) has not been disclosed to the Lenders generally (other than Lenders who elect not to receive such information) and (y) could reasonably be expected to have Material Adverse Effect, or otherwise be material to, the relevant Lender.]⁶

The Company Party acknowledges that the Auction Agent and the relevant Lenders are relying on the truth and accuracy of the foregoing representations and warranties in connection with the acceptance of any prepayment made in connection with a Solicited Discounted Prepayment Offer.

The Company Party requests that the Auction Agent promptly notify each Lender party to the Credit Agreement of this Acceptance and Prepayment Notice.

[REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]

⁵  Insert applicable representation.

⁶  Insert applicable representation.

R-2

IN WITNESS WHEREOF, the undersigned has executed this Acceptance and Prepayment Notice as of the date first above written.

[NAME OF APPLICABLE COMPANY PARTY]
By:
	Name:
	Title:

R-3

EX-10.7

Exhibit 10.7

Execution version

GUARANTY

dated as of

May 15, 2015

among

SoulCycle Intermediate Holdings LLC,

as Holdings,

SoulCycle Holdings, LLC,

as the Borrower,

THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME,

BANK OF AMERICA, N.A.,

as Administrative Agent

Table of Contents

		Page
ARTICLE I
Definitions
Section 1.01	Credit Agreement Definitions		1
Section 1.02	Other Defined Terms		1
ARTICLE II
Guarantee
Section 2.01	Guarantee		2
Section 2.02	Guarantee of Payment		2
Section 2.03	No Limitations		3
Section 2.04	Reinstatement		4
Section 2.05	Agreement To Pay; Subrogation		4
Section 2.06	Information		4
ARTICLE III
Indemnity, Subrogation and Subordination
ARTICLE IV
Miscellaneous
Section 4.01	Notices		5
Section 4.02	Waivers; Amendment		5
Section 4.03	Administrative Agent’s Fees and Expenses; Indemnification		6
Section 4.04	Successors and Assigns		6
Section 4.05	Survival of Agreement		6
Section 4.06	Counterparts; Effectiveness; Several Agreement		7
Section 4.07	Severability		7
Section 4.08	GOVERNING LAW, ETC.		7
Section 4.09	WAIVER OF RIGHT TO TRIAL BY JURY		8
Section 4.10	Headings		8
Section 4.11	Obligations Absolute		8
Section 4.12	Termination or Release		8
Section 4.13	Additional Restricted Subsidiaries		9
Section 4.14	Recourse; Limited Obligations		9
Section 4.15	[Reserved]		9
Section 4.16	Right of Set-off		9
Section 4.17	Keepwell		10

-i-

SCHEDULES

Schedule l — Guarantors

EXHIBITS

Exhibit I — Form of Guaranty Supplement

-ii-

This GUARANTY, dated as of May 15, 2015, is among SoulCycle Intermediate Holdings LLC, a Delaware limited liability company (“Holdings”), SoulCycle Holdings, LLC, a Delaware limited liability company (the “Borrower”), other Guarantors set forth on Schedule I hereto, Bank of America, N.A., as Administrative Agent and Collateral Agent for the Secured Parties.

Reference is made to the Credit Agreement, dated as of May 15, 2015 (as amended, amended and restated, supplemented, extended, renewed, replaced, restructured or otherwise modified and/or refinanced from time to time, the “Credit Agreement”), by and among the Borrower, Holdings, Bank of America, N.A., as administrative agent and as collateral agent under the Loan Documents, and each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”).

The Lenders have agreed to extend credit to the Borrower subject to the terms and conditions set forth in the Credit Agreement. The obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement by each Guarantor (as defined below). The Guarantors are Affiliates of one another and will derive substantial direct and indirect benefits from the extensions of credit to the Borrower pursuant to the Credit Agreement and are willing to execute and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the parties hereto agree as follows:

ARTICLE I

Definitions

Section 1.01 Credit Agreement Definitions.

(a) Capitalized terms used in this Agreement, including the preamble and introductory paragraphs hereto, and not otherwise defined herein have the meanings assigned to such terms in the Credit Agreement.

(b) The rules of construction specified in Sections 1.02 through 1.11 (inclusive) of the Credit Agreement also apply to this Agreement.

Section 1.02 Other Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

“Accommodation Payment” has the meaning assigned to such term in Article III.

“Agreement” means this Guaranty.

“Allocable Amount” has the meaning assigned to such term in Article III.

“Credit Agreement” has the meaning assigned to such term in the preliminary statement of this Agreement.

“Guaranteed Obligations” mean the “Obligations” as defined in the Credit Agreement.

“Guarantors” means, collectively, (a) Holdings and each Restricted Subsidiary of the Borrower (that is not an Excluded Subsidiary or an Immaterial Subsidiary), as listed on Schedule I hereto, (b) with respect to (i) Obligations owing by any Loan Party or any Subsidiary of a Loan Party (other than the Borrower) under any Secured Hedge Agreement or any Cash Management Services and (ii) the payments and performance by each Specified Loan Party of its obligations under its Guarantee with respect to all Swap

Obligations, the Borrower, and (c) any other Person that becomes a party to this Agreement after the Closing Date pursuant to Section 4.13; provided that if any such Guarantor is released from its obligations hereunder as provided in Section 4.12(b), such Person shall cease to be a Guarantor hereunder and for all purposes effective upon such release.

“Guaranty Supplement” means an instrument substantially in the form of Exhibit I hereto.

“Qualified ECP Guarantor” means, at any time, each Loan Party with total assets exceeding $10,000,000 at the time the relevant guaranty or grant of the relevant security interest becomes effective with respect to such obligation or that qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act or any regulation promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time under §1a(18)(A)(v)(II) of the Commodity Exchange Act.

“UFCA” has the meaning assigned to such term in Article III.

“UFTA” has the meaning assigned to such term in Article III.

ARTICLE II

Guarantee

Section 2.01 Guarantee.

(a) Each Guarantor irrevocably, absolutely and unconditionally guarantees, jointly with the other Guarantors and severally, as a primary obligor and not merely as a surety, the due and punctual payment and performance of the Guaranteed Obligations, in each case, whether such Guaranteed Obligations are now existing or hereafter incurred under, arising out of or in connection with any Loan Document, Letter of Credit, Secured Hedge Agreements or Cash Management Services, and whether at maturity, by acceleration or otherwise. Each of the Guarantors further agrees that the Guaranteed Obligations may be extended, increased or renewed, amended or modified, in whole or in part, without notice to, or further assent from, such Guarantor and that such Guarantor will remain bound upon its guarantee hereunder notwithstanding any such extension, increase, renewal, amendment or modification of any Guaranteed Obligation. Each of the Guarantors waives promptness, presentment to, demand of payment from, and protest to, any Guarantor or any other Loan Party of any of the Guaranteed Obligations, and also waives notice of acceptance of its guarantee and notice of protest for nonpayment.

(b) The provisions of this Agreement are for the benefit of the Administrative Agent and Secured Parties and their respective successors, transferees, endorsees and permitted assigns, and nothing herein contained shall impair, as between any Loan Party and the Administrative Agent or Secured Parties, the obligations of any Loan Party under the Loan Documents. In the event all or any part of the Guaranteed Obligations are transferred, indorsed or assigned by the Administrative Agent or any Secured Party to any Person or Persons as permitted by the Credit Agreement, any reference to any “Administrative Agent” or “Secured Party” herein shall be deemed to refer equally to such Person or Persons.

Section 2.02 Guarantee of Payment. Each of the Guarantors further agrees that its guarantee hereunder constitutes a guarantee of payment when due (whether or not any proceeding under any Debtor Relief Law shall have stayed the accrual of collection of any of the Guaranteed Obligations or operated as a discharge thereof) and not of collection, and waives any right to require that any resort be had by the Administrative Agent or any other Secured Party to any Collateral or other security held for the payment of any of the Guaranteed Obligations, or to any balance of any deposit account or credit on the books of

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the Administrative Agent or any other Secured Party in favor of any other Guarantor or any other Person. The obligations of each Guarantor hereunder are independent of the obligations of any other Guarantor or the Borrower, and a separate action or actions may be brought and prosecuted against each Guarantor whether or not action is brought against any other Guarantor or the Borrower and whether or not any other Guarantor or the Borrower be joined in any such action or actions. Any payment required to be made by a Guarantor hereunder may be required by the Administrative Agent or any other Secured Party on any number of occasions.

Section 2.03 No Limitations.

(a) Except for termination or release of a Guarantor’s obligations hereunder as expressly provided in Section 4.12, to the fullest extent permitted by applicable Law, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Guaranteed Obligations, any impossibility in the performance of any of the Guaranteed Obligations, or otherwise. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable Law and except for termination or release of a Guarantor’s obligations hereunder in accordance with the terms of Section 4.12 (but without prejudice to Section 2.04 hereof), the obligations of each Guarantor hereunder shall not be discharged, impaired or otherwise affected by (i) the failure of the Administrative Agent, any other Secured Party or any other Person to assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document or any other agreement, including with respect to any other Guarantor under this Agreement; (iii) the release of, or any impairment of any security held by the Administrative Agent or any other Secured Party for the Guaranteed Obligations; (iv) any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations; (v) the failure to perfect any security interest in, or the release of, any of the Collateral held by or on behalf of the Administrative Agent or any other Secured Party; (vi) any change in the corporate existence, structure or ownership of any Loan Party, the lack of legal existence of the Borrower or any other Guarantor or legal obligation to discharge any of the Guaranteed Obligations by the Borrower or any other Guarantor for any reason whatsoever, including, without limitation, in any insolvency, bankruptcy or reorganization of any Loan Party; (vii) the existence of any claim, set-off or other rights that any Guarantor may have at any time against the Borrower, the Administrative Agent, any other Secured Party or any other Person, whether in connection with the Credit Agreement, the other Loan Documents or any unrelated transaction; (viii) this Agreement having been determined (on whatever grounds) to be invalid, non-binding or unenforceable against any other Guarantor ab initio or at any time after the Closing Date or (ix) any other circumstance (including statute of limitations), any act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a defense to, or discharge of, the Borrower, any Guarantor or any other guarantor or surety as a matter of law or equity (in each case, other than the payment in full in cash of all the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made)). Each Guarantor expressly authorizes the applicable Secured Parties, to the extent permitted by the Security Agreement, to take and hold security for the payment and performance of the Guaranteed Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in their sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Guaranteed Obligations all without affecting the obligations of any Guarantor hereunder. Anything contained in this Agreement to the contrary notwithstanding, the obligations of each Guarantor under this Agreement shall in no event exceed the amount that can be guaranteed by such Guarantor without (a) rendering such Guarantor “insolvent” within the meaning of Section 101 (31) of the Bankruptcy Code of the United States, Section 2

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of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Guarantor with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code of the United States, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Guarantor unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code of the United States or Section 4 of the UFTA, or Section 5 of the UFCA.

(b) To the fullest extent permitted by applicable Law and except for termination or release of a Guarantor’s obligations hereunder in accordance with the terms of Section 4.12 (but without prejudice to Section 2.04), each Guarantor waives any defense based on or arising out of any defense of the Borrower or any other Guarantor or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other Guarantor, other than the payment in full in cash of all the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made). The Administrative Agent and the other Secured Parties may in accordance with the terms of the Collateral Documents, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Guaranteed Obligations, make any other accommodation with the Borrower or any other Guarantor or exercise any other right or remedy available to them against any Guarantor, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Guaranteed Obligations have been paid in full in cash (excluding contingent obligations as to which no claim has been made). To the fullest extent permitted by applicable Law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable Law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against the Borrower or any other Guarantor, as the case may be, or any security. To the fullest extent permitted by applicable Law, each Guarantor waives any and all suretyship defenses.

Section 2.04 Reinstatement. Notwithstanding anything to contrary contained in this Agreement, each of the Guarantors agrees that (a) its guarantee hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Guaranteed Obligation is rescinded or must otherwise be restored by the Administrative Agent or any other Secured Party upon the bankruptcy or reorganization (or any analogous proceeding in any jurisdiction) of the Borrower or any other Guarantor or otherwise and (b) the provisions of this Section 2.04 shall survive the termination of this Agreement.

Section 2.05 Agreement To Pay; Subrogation. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent or any other Secured Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower or any other Guarantor to pay any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent for distribution to the applicable Secured Parties in cash the amount of such unpaid Guaranteed Obligation. Upon payment by any Guarantor of any sums to the Administrative Agent as provided above, all rights of such Guarantor against the Borrower or any other Guarantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subject to Article III.

Section 2.06 Information. Each Guarantor assumes all responsibility for being and keeping itself informed of the Borrower’s and each other Guarantor’s financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and the nature, scope and extent of the risks that such Guarantor assumes and incurs hereunder, and agrees that neither the Administrative Agent nor any of the other Secured Parties will have any duty to advise such Guarantor of information known to it or any of them regarding such circumstances or risks.

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ARTICLE III

Indemnity, Subrogation and Subordination

Upon payment by any Guarantor of any Guaranteed Obligations, all rights of such Guarantor against the Borrower or any other Guarantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior payment in full in cash of all the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made) and the termination of all Commitments to the Borrower under the Credit Agreement. If any amount shall be paid to the Borrower or any other Guarantor in violation of the foregoing restrictions on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of the Borrower or any other Guarantor, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Administrative Agent to be credited against the payment of the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms of the Credit Agreement and the other Loan Documents. Subject to the foregoing, to the extent that any Guarantor shall, under this Agreement or the Credit Agreement as a joint and several obligor, repay any of the Guaranteed Obligations constituting Loans or other advances made to another Loan Party under the Credit Agreement (an “Accommodation Payment”), then the Guarantor making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Guarantors in an amount equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Guarantor’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the Guarantors; provided that such rights of contribution and indemnification shall be subordinated to the prior payment in full, in cash, of all of the Guaranteed Obligations (excluding contingent obligations as to which no claim has been made). As of any date of determination, the “Allocable Amount” of each Guarantor shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Guarantor hereunder and under the Credit Agreement without (a) rendering such Guarantor “insolvent” within the meaning of Section 101 (31) of the Bankruptcy Code of the United States, Section 2 of the UFTA or Section 2 of the UFCA, (b) leaving such Guarantor with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code of the United States, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Guarantor unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code of the United States or Section 4 of the UFTA, or Section 5 of the UFCA.

ARTICLE IV

Miscellaneous

Section 4.01 Notices. All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 10.02 of the Credit Agreement. All communications and notice hereunder to a Guarantor other than Holdings shall be given in care of the Borrower.

Section 4.02 Waivers; Amendment.

(a) No failure by any Secured Party to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a

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waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by Law. No waiver of any provision of any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 4.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given.

(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 10.01 of the Credit Agreement.

Section 4.03 Administrative Agent’s Fees and Expenses; Indemnification.

(a) Each Guarantor, jointly with the other Guarantors and severally, agrees to reimburse the Administrative Agent for its fees and expenses incurred hereunder to the extent provided in Section 10.04 of the Credit Agreement; provided that each reference therein to the “Borrower” shall be deemed to be a reference to “each Guarantor.”

(b) Each Guarantor jointly and severally agrees to indemnify the Administrative Agent, the Collateral Agent and the other Indemnitees to the extent set forth in Section 10.05 of the Credit agreement; provided that each reference therein to the “Borrower” shall be deemed to be a reference to “each Guarantor.”

(c) Any such amounts payable as provided hereunder shall be additional Guaranteed Obligations guaranteed hereby and secured by the Collateral Documents. The provisions of this Section 4.03 shall remain operative and in full force and effect regardless of the termination of this Agreement, any other Loan Document, any Letter of Credit, any Secured Hedge Agreement or any Secured Cash Management Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Guaranteed Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, any resignation of the Administrative Agent or the Collateral Agent or any document governing any of the Obligations arising under any Secured Hedge Agreements or any Secured Cash Management Agreement, or any investigation made by or on behalf of the Administrative Agent or any other Secured Party. All amounts due under this Section 4.03 shall be payable within thirty (30) Business Days after written demand therefor.

Section 4.04 Successors and Assigns. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any Guarantor or any Secured Party that are contained in this Agreement shall bind and inure to the benefit of their respective permitted successors and assigns. No Guarantor may, except as provided under Section 7.04 and 7.05 of the Credit Agreement, assign any of its rights or obligations hereunder without the written consent of the Administrative Agent.

Section 4.05 Survival of Agreement. All covenants, agreements, indemnities, representations and warranties made by the Guarantors in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Secured Parties and shall survive the execution and delivery of the Loan Documents and the making of any Loans, regardless of any investigation made by any Secured Party

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or on its behalf and notwithstanding that any Secured Party may have had notice or knowledge of any Default or Event of Default or incorrect representation or warranty at the time any credit is extended under the Credit Agreement or any other Loan Document, and shall continue in full force and effect until this Agreement is terminated as provided in Section 4.12 hereof, or with respect to any individual Guarantor until such Guarantor is otherwise released from its obligations under this Agreement in accordance with the terms hereof

Section 4.06 Counterparts; Effectiveness; Several Agreement. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement shall become effective when it shall have been executed by the Guarantors and the Administrative Agent and thereafter shall be binding upon and inure to the benefit of each Guarantor, the Administrative Agent, the other Secured Parties and their respective permitted successors and assigns, subject to Section 4.04 hereof. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or other electronic imaging means (including in.pdf format via electronic mail) shall be effective as delivery of a manually executed counterpart of this Agreement. This Agreement shall be construed as a separate agreement with respect to each Guarantor and may be amended, restated, modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor and without affecting the obligations of any other Guarantor hereunder.

Section 4.07 Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 4.08 GOVERNING LAW, ETC.

(a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(b) THE GUARANTORS AND THE ADMINISTRATIVE AGENT EACH IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY IN THE BOROUGH OF MANHATTAN AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. EACH PARTY HERETO AGREES THAT THE ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIES RETAIN THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST ANY LOAN PARTY IN THE COURTS OF ANY OTHER JURISDICTION IN CONNECTION WITH THE EXERCISE OF ANY RIGHTS UNDER THIS AGREEMENT OR THE ENFORCEMENT OF ANY JUDGMENT.

(c) EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT IN ANY COURT REFERRED TO IN CLAUSE (b) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

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Section 4.09 WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Section 4.10 Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

Section 4.11 Obligations Absolute. All rights of the Administrative Agent and the other Secured Parties hereunder and all obligations of each Guarantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Guaranteed Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document, or any other agreement or instrument, (c) any release or amendment or waiver of or consent under or departure from any guarantee guaranteeing all or any of the Guaranteed Obligations or (d) subject only to termination or release of a Guarantor’s obligations hereunder in accordance with the terms of Section 4.12, but without prejudice to reinstatement rights under Section 2.04, any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Guarantor in respect of the Guaranteed Obligations or this Agreement.

Section 4.12 Termination or Release.

(a) This Agreement and the Guarantees made herein shall terminate with respect to all Guaranteed Obligations when (i) all Commitments have expired or been terminated and the Lenders have no further commitment to lend under the Credit Agreement and (ii) all principal and interest in respect of each Loan and all other Guaranteed Obligations (other than (A) contingent indemnification obligations as to which no claim has been asserted, (B) Guaranteed Obligations in respect of (1) Obligations under Secured Hedge Agreements and (2) Cash Management Obligations and (C) obligations in respect of Letters of Credit which have been Cash Collateralized) shall have been paid in full in cash.

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(b) A Guarantor that becomes an Excluded Subsidiary shall automatically be released in accordance with Section 9.11 of the Credit Agreement.

(c) In connection with any termination or release pursuant to clauses (a) or (b) above, the Administrative Agent shall promptly execute and deliver to any Guarantor, at such Guarantor’s expense, all documents that such Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 4.12 shall be without recourse to or warranty by the Administrative Agent.

(d) At any time that the respective Guarantor desires that the Administrative Agent take any of the actions described in immediately preceding clause (c), it shall, upon request of the Administrative Agent, deliver to the Administrative Agent an officer’s certificate certifying that the release of the respective Guarantor is permitted pursuant to clause (a) or (b) above. The Administrative Agent shall have no liability whatsoever to any Secured Party as a result of any release of any Guarantor by it as permitted (or which the Administrative Agent in good faith believes to be permitted) by this Section 4.12.

Section 4.13 Additional Restricted Subsidiaries. To the extent required by Section 6.11 of the Credit Agreement, a Restricted Subsidiary shall be a Guarantor hereunder with the same force and effect as if originally named as a Guarantor herein, and such Restricted Subsidiary shall execute and deliver to the Administrative Agent a Guaranty Supplement. Upon execution and delivery by the Administrative Agent and a Restricted Subsidiary of a Guaranty Supplement, such Restricted Subsidiary shall become a Guarantor hereunder with the same force and effect as if originally named as a Guarantor herein. The execution and delivery of any such instrument shall not require the consent of any other Guarantor hereunder. The rights and obligations of each Guarantor hereunder shall remain in full force and effect notwithstanding the addition of any new Guarantor as a party to this Agreement.

Section 4.14 Recourse; Limited Obligations. This Agreement is made with full recourse to each Guarantor and pursuant to and upon all the warranties, representations, covenants and agreements on the part of such Guarantor contained herein, in the Credit Agreement and the other Loan Documents and otherwise in writing in connection herewith or therewith. It is the desire and intent of each Guarantor and each applicable Secured Party that this Agreement shall be enforced against each Guarantor to the fullest extent permissible under applicable Law applied in each jurisdiction in which enforcement is sought.

Section 4.15 [Reserved].

Section 4.16 Right of Set-off. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates and the L/C Issuer and each of its Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate or the L/C Issuer and its Affiliates, as the case may be, to or for the credit or the account of any Guarantor against any and all of the obligations of such Guarantor now or hereafter existing under this Agreement to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations of such Guarantor may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness; provided that in the

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event that any Defaulting Lender shall exercise any such right of set-off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 8.03 of the Credit Agreement and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Swing Line Lenders, the L/C Issuer and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations then due and owing to such Defaulting Lender as to which it exercised such right of set-off. The rights of each Lender and its Affiliates under this Section are in addition to other rights and remedies (including other rights of set-off) that such Lender or its Affiliates may have. Each Lender and the L/C Issuer agrees to notify the applicable Guarantor and the Administrative Agent promptly after any such set-off and application made by such Lender or the L/C Issuer, as the case may be; provided that the failure to give such notice shall not affect the validity of such set-off and application.

Section 4.17 Keepwell. Each Loan Party that is a Qualified ECP Guarantor at the time this Agreement or the grant of the security interest under the Loan Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Agreement and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Article 4 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until this Guarantee is terminated or released with respect to such Guarantor in accordance with Section 4.12 hereunder. Each Qualified ECP Guarantor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

BORROWER:
SOULCYCLE HOLDINGS, LLC
By:	/s/ Larry M. Segall
	Name: Larry M. Segall
	Title: Executive Vice President and Chief Financial Officer
GUARANTORS:
SOULCYCLE INTERMEDIATE HOLDINGS LLC
By:	/s/ Larry M. Segall
	Name: Larry M. Segall
	Title: Manager
SOULCYCLE, LLC SOULCYCLE TRIBECA, LLC SOULCYCLE BRIDGEHAMPTON, LLC SOULCYCLE EAST 83RD STREET, LLC SOULCYCLE SCARSDALE LLC SOULCYCLE 350 AMSTERDAM, LLC SOULCYCLE EAST 18TH STREET, LLC SOULCYCLE POP UP, LLC SOULCYCLE ROSLYN, LLC SOULCYCLE EAST HAMPTON, LLC SOULCYCLE EAST 63RD STREET, LLC SOULCYCLE WEST HOLLYWOOD, LLC SOULCYCLE BRENTWOOD, LLC SOULCYCLE GREENWICH, LLC SOULCYCLE SANTA MONICA, LLC SOULCYCLE 384 LAFAYETTE STREET, LLC SOULCYCLE GREENWICH STREET, LLC SOULCYCLE EQUIPMENT, LLC SOULCYCLE 45 CROSBY STREET, LLC SOULCYCLE WEST 19TH STREET, LLC SOULCYCLE RYE BROOK, LLC SOULCYCLE KENT AVENUE, LLC SOULCYCLE 2095 UNION STREET, LLC SOULCYCLE LARKSPUR, LLC SOULCYCLE BEVERLY HILLS, LLC SOULCYCLE PALO ALTO, LLC

[Signature Page to Guaranty]

SOULCYCLE SHORT HILLS, LLC SOULCYCLE WOODBURY, LLC SOULCYCLE CHESTNUT HILL, LLC SOULCYCLE WATER MILL, LLC SOULCYCLE MALIBU, LLC SOULCYCLE M STREET, LLC SOULCYCLE BRONXVILLE, LLC SOULCYCLE WESTPORT, LLC SOULCYCLE PASADENA, LLC SOULCYCLE 6200 HOLLYWOOD, LLC SOULCYCLE MAIDEN LANE, LLC SOULCYCLE NEWPORT BEACH, LLC SOULCYCLE 27TH STREET, LLC SOULCYCLE BETHESDA, LLC SOULCYCLE 2465 BROADWAY, LLC SOULCYCLE MERRICK PARK, LLC SOULCYCLE 75 FIRST STREET, LLC SOULCYCLE N. WELLS STREET, LLC SOULCYCLE EL SEGUNDO, LLC SOULCYCLE W. WACKER LLC SOULCYCLE CASTRO STREET, LLC SOULCYCLE BRYANT PARK, LLC SOULCYCLE 601 MASS AV DC, LLC SOULCYCLE EAST 54TH STREET, LLC SOULCYCLE WEST COAST OFFICE, LLC SOULCYCLE 210 JORALEMON STREET, LLC SOULCYCLE MONTAUK, LLC SOULCYCLE FLATBUSH BK, LLC SOULCYCLE 1042 WISCONSIN, LLC SOULCYCLE 1935 14TH DC, LLC SOULCYCLE CULVER CITY, LLC SOULCYCLE 2377 COLLINS, LLC SOULCYCLE SOUTHPORT, LLC SOULCYCLE 500 BOYLSTON BACK BAY, LLC
By:	/s/ Larry M. Segall
	Name: Larry M. Segall
	Title: Executive Vice President and Chief Financial Officer

[Signature Page to Guaranty]

ADMINISTRATIVE AGENT:
BANK OF AMERICA, N.A., as Administrative Agent
By:	/s/ Tiffany Shin
	Name: Tiffany Shin
	Title: Assistant Vice President

[Signature Page to Guaranty]

SCHEDULE I TO GUARANTY

GUARANTORS

SoulCycle, LLC

SoulCycle Intermediate Holdings LLC

SoulCycle Management, LLC

SoulCycle Tribeca, LLC

SoulCycle Bridgehampton, LLC

Soul Cycle East 83rd Street, LLC

SoulCycle Scarsdale LLC

SoulCycle 350 Amsterdam, LLC

SoulCycle East 18th Street, LLC

SoulCycle Pop Up, LLC

SoulCycle Roslyn, LLC

SoulCycle East Hampton, LLC

SoulCycle East 63rd Street, LLC

SoulCycle West Hollywood, LLC

SoulCycle Brentwood, LLC

SoulCycle Greenwich, LLC

SoulCycle Santa Monica, LLC

SoulCycle 384 Lafayette Street, LLC

SoulCycle 609 Greenwich Street, LLC

SoulCycle Equipment, LLC

SoulCycle 45 Crosby Street, LLC

SoulCycle West 19th Street, LLC

SoulCycle Rye Brook, LLC

SoulCycle Kent Avenue, LLC

SoulCycle 2095 Union Street, LLC

SoulCycle Larkspur, LLC

SoulCycle Beverly Hills, LLC

SoulCycle Palo Alto, LLC

SoulCycle Short Hills, LLC

SoulCycle Woodbury, LLC

SoulCycle Chestnut Hill, LLC

SoulCycle Water Mill, LLC

SoulCycle Malibu, LLC

SoulCycle M Street, LLC

SoulCycle Bronxville, LLC

SoulCycle Westport, LLC

SoulCycle Pasadena, LLC

SCHEDULE I

SoulCycle 6200 Hollywood, LLC

SoulCycle Maiden Lane, LLC

SoulCycle Newport Beach, LLC

SoulCycle 27th Street, LLC

SoulCycle Bethesda, LLC

SoulCycle 2465 Broadway, LLC

SoulCycle Merrick Park, LLC

SoulCycle 75 First Street, LLC

SoulCycle N. Wells Street, LLC

SoulCycle El Segundo, LLC

SoulCycle W. Wacker LLC

SoulCycle Castro Street, LLC

SoulCycle Bryant Park, LLC

SoulCycle 601 Mass Av DC, LLC

SoulCycle East 54th Street, LLC

Soulcycle West Coast Office, LLC

SoulCycle 210 Joralemon Street, LLC

SoulCycle Montauk, LLC

SoulCycle 210 Joralemon Street, LLC

SoulCycle Flatbush BK, LLC

SoulCycle 1042 Wisconsin, LLC

SoulCycle 1935 14th DC, LLC

SoulCycle Culver City, LLC

SoulCycle 2377 Collins, LLC

SoulCycle Southport, LLC

SoulCycle 500 Boylston Back Bay, LLC

SCHEDULE I-2

EXHIBIT I TO GUARANTY

FORM OF GUARANTY SUPPLEMENT

GUARANTY SUPPLEMENT NO.      dated as of             , 20     (this “Supplement”), to the Guaranty dated as of May 15, 2015, by and among SoulCycle Intermediate Holdings LLC, a Delaware limited liability company (“Holdings”), SoulCycle Holdings, LLC, a Delaware limited liability company (that, on the Closing Date or shortly thereafter, will be converted to a Delaware corporation) (the “Borrower”), the other Guarantors party thereto from time to time, Bank of America, N.A., as Administrative Agent and Collateral Agent for the Secured Parties (as amended, restated, amended and restated, supplemented and/or otherwise modified from time to time, the “Guaranty”).

A. Reference is made to the Credit Agreement, dated as of May 15, 2015 (as amended, restated, amended and restated, supplemented and/or otherwise modified from time to time, the “Credit Agreement”), by, among others, SoulCycle Holdings, LLC, Holdings, the Lenders party thereto, BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent under the Loan Documents for the Lenders.

B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement and the Guaranty, as applicable.

C. The Guarantors have entered into the Guaranty in order to induce the Lenders to make Loans to the Borrower and the L/C Issuer to make Letters of Credit available in favor of the Borrower or any Restricted Subsidiary of the Borrower. Section 4.13 of the Guaranty provides that additional Restricted Subsidiaries may become Guarantors under the Guaranty by execution and delivery of an instrument in the form of this Supplement. The undersigned Restricted Subsidiary (the “New Subsidiary”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Guarantor under the Guaranty as consideration for Loans previously made and Letters of Credit previously issued.

Accordingly, the Administrative Agent and the New Subsidiary agree as follows:

Section 1. In accordance with Section 4.13 of the Guaranty, the New Subsidiary by its signature below becomes a Guarantor under the Guaranty with the same force and effect as if originally named therein as a Guarantor and the New Subsidiary hereby (a) agrees to all the terms and provisions of the Guaranty applicable to it as a Guarantor thereunder and (b) represents and warrants that the representations and warranties made by the Borrower with respect to the Guarantors under the Credit Agreement are true and correct in all material respects (except to the extent any such representations and warranty is qualified as to “Material Adverse Effect,” in which case such representation and warranty, to the extent qualified by a “Material Adverse Effect,” shall be true and correct in all respects) with respect to the New Subsidiary on and as of the date hereof, provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects (except to the extent any such representations and warranty is qualified as to “Material Adverse Effect,” in which case such representation and warranty, to the extent qualified by a “Material Adverse Effect,” shall be true and correct in all respects) as of such earlier date. Each reference to a “Guarantor” in the Guaranty shall be deemed to include the New Subsidiary as if originally named therein as a Guarantor. The Guaranty is hereby incorporated herein by reference.

Section 2. The New Subsidiary represents and warrants to the Administrative Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity and principles of good faith and fair dealing.

EXHIBIT I

Section 3. This Supplement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Administrative Agent shall have received a counterpart of this Supplement that bears the signature of the New Subsidiary and the Administrative Agent. Delivery of an executed counterpart of a signature page of this Supplement by telecopy or other electronic imaging means (including in .pdf format via electronic mail) shall be effective as delivery of a manually executed counterpart of this Supplement.

Section 4. Except as expressly supplemented hereby, the Guaranty shall remain in full force and effect.

Section 5.

(a) THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(b) EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY IN THE BOROUGH OF MANHATTAN AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. EACH PARTY HERETO AGREES THAT THE ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIES RETAIN THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST ANY LOAN PARTY IN THE COURTS OF ANY OTHER JURISDICTION IN CONNECTION WITH THE EXERCISE OF ANY RIGHTS UNDER THIS SUPPLEMENT OR THE ENFORCEMENT OF ANY JUDGMENT.

(c) EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENT IN ANY COURT REFERRED TO IN CLAUSE (b) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(d) EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR

EXHIBIT I-2

RELATING TO THIS SUPPLEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS SUPPLEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Section 6. If any provision of this Supplement is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Supplement shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 7. All communications and notices hereunder shall be in writing and given as provided in Section 4.01 of the Guaranty.

Section 8. The New Subsidiary agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Supplement, as provided in Section 4.03(a) of the Guaranty.

[Signature Pages Follow]

EXHIBIT I-3

IN WITNESS WHEREOF, the New Subsidiary and the Administrative Agent have duly executed this Supplement to the Guaranty as of the day and year first above written.

[NAME OF NEW SUBSIDIARY]
By:
	Name:
	Title:
BANK OF AMERICA, N.A., as Administrative Agent
By:
	Name:
	Title:

[Signature Page to Guaranty Supplement]

EX-10.8

Exhibit 10.8

Execution version

SECURITY AGREEMENT

By

SOULCYCLE HOLDINGS, LLC,

as Borrower

and

THE PLEDGORS PARTY HERETO

and

BANK OF AMERICA, N.A.,

as Collateral Agent

Dated as of May 15, 2015

TABLE OF CONTENTS

		Page
PREAMBLE			1
RECITALS			1
AGREEMENT			2
ARTICLE I
DEFINITIONS AND INTERPRETATION
SECTION 1.1.	DEFINITIONS		2
SECTION 1.2.	INTERPRETATION		7
SECTION 1.3.	RESOLUTION OF DRAFTING AMBIGUITIES		7
SECTION 1.4.	PERFECTION CERTIFICATE		7
ARTICLE II
GRANT OF SECURITY AND SECURED OBLIGATIONS
SECTION 2.1.	GRANT OF SECURITY INTEREST		7
SECTION 2.2.	FILINGS		8
ARTICLE III
PERFECTION; SUPPLEMENTS; FURTHER ASSURANCES; USE OF PLEDGED COLLATERAL
SECTION 3.1.	DELIVERY OF CERTIFICATED SECURITIES COLLATERAL		9
SECTION 3.2.	PERFECTION OF UNCERTIFICATED SECURITIES COLLATERAL		9
SECTION 3.3.	FINANCING STATEMENTS AND OTHER FILINGS; MAINTENANCE OF PERFECTED SECURITY INTEREST		9
SECTION 3.4.	OTHER ACTIONS		10
SECTION 3.5.	JOINDER OF ADDITIONAL GUARANTORS		11
SECTION 3.6.	SUPPLEMENTS; FURTHER ASSURANCES		11
ARTICLE IV
REPRESENTATIONS, WARRANTIES AND COVENANTS
SECTION 4.1.	TITLE		12
SECTION 4.2.	[RESERVED]		12
SECTION 4.3.	DEFENSE OF CLAIMS; TRANSFERABILITY OF PLEDGED COLLATERAL		12
SECTION 4.4.	OTHER FINANCING STATEMENTS		12

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SECTION 4.5.	LOCATION OF INVENTORY AND EQUIPMENT	13
SECTION 4.6.	DUE AUTHORIZATION AND ISSUANCE	13
SECTION 4.7.	CONSENTS, ETC.	13
SECTION 4.8.	PLEDGED COLLATERAL	13
SECTION 4.9.	INSURANCE	13
SECTION 4.10.	PERFECTION CERTIFICATE	13
SECTION 4.11.	CHANGE IN ORGANIZATION	13
SECTION 4.12.	PERFECTION CERTIFICATE SUPPLEMENTS	14
ARTICLE V
CERTAIN PROVISIONS CONCERNING SECURITIES COLLATERAL
SECTION 5.1.	PLEDGE OF ADDITIONAL SECURITIES COLLATERAL	14
SECTION 5.2.	VOTING RIGHTS; DISTRIBUTIONS; ETC.	14
SECTION 5.3.	[RESERVED]	15
SECTION 5.4.	CERTAIN AGREEMENTS OF PLEDGORS AS ISSUERS AND HOLDERS OF EQUITY INTERESTS	16
ARTICLE VI
CERTAIN PROVISIONS CONCERNING INTELLECTUAL PROPERTY COLLATERAL
SECTION 6.1.	GRANT OF INTELLECTUAL PROPERTY LICENSE	16
SECTION 6.2.	PROTECTION OF COLLATERAL AGENT’S SECURITY	16
SECTION 6.3.	AFTER-ACQUIRED PROPERTY	17
SECTION 6.4.	LITIGATION	17
ARTICLE VII
CERTAIN PROVISIONS CONCERNING RECEIVABLES
SECTION 7.1.	MAINTENANCE OF RECORDS	18
SECTION 7.2.	LEGEND	18
ARTICLE VIII
TRANSFERS
SECTION 8.1.	TRANSFERS OF PLEDGED COLLATERAL	18
ARTICLE IX
REMEDIES
SECTION 9.1.	REMEDIES	18
SECTION 9.2.	NOTICE OF SALE	20

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SECTION 9.3.	WAIVER OF NOTICE AND CLAIMS	20
SECTION 9.4.	CERTAIN SALES OF PLEDGED COLLATERAL	21
SECTION 9.5.	NO WAIVER; CUMULATIVE REMEDIES	21
SECTION 9.6.	CERTAIN ADDITIONAL ACTIONS REGARDING INTELLECTUAL PROPERTY	22
ARTICLE X
APPLICATION OF PROCEEDS
SECTION 10.1.	APPLICATION OF PROCEEDS	22
ARTICLE XI
MISCELLANEOUS
SECTION 11.1.	CONCERNING COLLATERAL AGENT	22
SECTION 11.2.	COLLATERAL AGENT MAY PERFORM; COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT	23
SECTION 11.3.	CONTINUING SECURITY INTEREST; ASSIGNMENT	24
SECTION 11.4.	TERMINATION; RELEASE	24
SECTION 11.5.	MODIFICATION IN WRITING	25
SECTION 11.6.	NOTICES	25
SECTION 11.7.	GOVERNING LAW, CONSENT TO JURISDICTION AND SERVICE OF PROCESS; WAIVER OF JURY TRIAL	25
SECTION 11.8.	SEVERABILITY OF PROVISIONS	25
SECTION 11.9.	EXECUTION IN COUNTERPARTS	25
SECTION 11.10.	BUSINESS DAYS	25
SECTION 11.11.	NO CREDIT FOR PAYMENT OF TAXES OR IMPOSITION	26
SECTION 11.12.	NO CLAIMS AGAINST COLLATERAL AGENT	26
SECTION 11.13.	NO RELEASE	26
SECTION 11.14.	OBLIGATIONS ABSOLUTE	26
SIGNATURES		S-1

EXHIBIT 1	Form of Issuer’s Acknowledgment
EXHIBIT 2	Form of Perfection Certificate
EXHIBIT 3	Form of Joinder Agreement
EXHIBIT 4	Form of Copyright Security Agreement
EXHIBIT 5	Form of Patent Security Agreement
EXHIBIT 6	Form of Trademark Security Agreement

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SECURITY AGREEMENT

This SECURITY AGREEMENT dated as of May 15, 2015 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made by SOULCYCLE HOLDINGS, LLC, a Delaware limited liability company (the “Borrower”), and the Guarantors from to time to time party hereto (the “Guarantors”), as pledgors, assignors and debtors (the Borrower, together with the Guarantors, in such capacities and together with any successors in such capacities, the “Pledgors,” and each, a “Pledgor”), in favor of BANK OF AMERICA, N.A., in its capacity as collateral agent pursuant to the Credit Agreement (as hereinafter defined), as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the “Collateral Agent”).

R E C I T A L S :

A. The Borrower, the Guarantors, the Administrative Agent (as defined in the Credit Agreement), the Collateral Agent and the lending institutions from time to time party thereto have, in connection with the execution and delivery of this Agreement, entered into that certain Credit Agreement, dated as of May 15, 2015 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; which term shall also include and refer to any increase in the amount of indebtedness under the Credit Agreement and any refinancing or replacement of the Credit Agreement (whether under a bank facility, securities offering or otherwise) or one or more successor or replacement facilities whether or not with a different group of agents or lenders (whether under a bank facility, securities offering or otherwise) and whether or not with different obligors upon the Administrative Agent’s acknowledgment of the termination of the predecessor Credit Agreement).

B. Each Guarantor has, pursuant to the Credit Agreement, unconditionally guaranteed the Secured Obligations.

C. The Borrower and each Guarantor are members of an affiliated group of companies engaged in related businesses and will receive substantial benefits from the making of the extensions of credit under the Credit Agreement and the execution, delivery and performance of the obligations under the Credit Agreement and the other Loan Documents and each is, therefore, willing to enter into this Agreement.

D. This Agreement is given by each Pledgor in favor of the Collateral Agent for the benefit of the Secured Parties (as defined in the Credit Agreement) to secure the payment and performance of all of the Secured Obligations.

E. It is a condition to (i) the obligations of the Lenders to make the Loans under the Credit Agreement, (ii) the obligations of the L/C Issuer to issue Letters of Credit and (iii) and the performance of the obligations of the Secured Parties under the Secured Hedge Agreements and Secured Cash Management Agreements that constitute Secured Obligations that each Pledgor execute and deliver the applicable Loan Documents, including this Agreement.

A G R E E M E N T :

NOW THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Pledgor and the Collateral Agent hereby agree as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATION

SECTION 1.1. Definitions.

(a) Unless otherwise defined herein or in the Credit Agreement, capitalized terms used herein that are defined in the UCC shall have the meanings assigned to them in the UCC; provided that in any event, the following terms shall have the meanings assigned to them in the UCC:

“Accounts”; “Bank”; “Chattel Paper”; “Commercial Tort Claim”; “Commodity Account”; “Commodity Contract”; “Commodity Intermediary”; “Documents”; “Electronic Chattel Paper”; “Entitlement Order”; “Equipment”; “Financial Asset”; “Fixtures”; “Goods”, “Inventory”; “Letter-of-Credit Rights”; “Letters of Credit”; “Money”; “Payment Intangibles”; “Proceeds”; “ Records”; “Securities Account”; “Securities Intermediary”; “Security Entitlement”; “Supporting Obligations”; and “Tangible Chattel Paper.”

(b) Terms used but not otherwise defined herein that are defined in the Credit Agreement shall have the meanings given to them in the Credit Agreement. Sections 1.03 and 1.05 of the Credit Agreement shall apply herein mutatis mutandis.

(c) The following terms shall have the following meanings:

“Agreement” shall have the meaning assigned to such term in the Preamble hereof.

“Borrower” shall have the meaning assigned to such term in the Preamble hereof.

“Collateral Support” shall mean all property (real or personal) assigned, hypothecated or otherwise securing any Pledged Collateral and shall include any security agreement or other agreement granting a lien or security interest in such real or personal property.

“Contracts” shall mean, collectively, with respect to each Pledgor, all sale, service, performance, equipment or property lease contracts, agreements and grants and all other contracts, agreements or grants (in each case, whether written or oral, or third party or intercompany), between such Pledgor and any third party, and all assignments, amendments, restatements, supplements, extensions, renewals, replacements or modifications thereof.

“Copyrights” shall mean, collectively, with respect to each Pledgor, all copyrights (whether statutory or common law, whether established or registered in the United States or any other country or any political subdivision thereof, whether registered or unregistered and whether published or unpublished) and all copyright registrations and applications made by such Pledgor, in each case, whether

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now owned or hereafter created or acquired by or assigned to such Pledgor, including those listed on Schedule 11(b) to the Perfection Certificate, together with any and all (i) rights and privileges arising under applicable law with respect to such Pledgor’s use of such copyrights, (ii) reissues, renewals, continuations and extensions thereof and amendments thereto, (iii) income, fees, royalties, damages, claims and payments now or hereafter due and/or payable with respect thereto, including damages and payments for past, present or future infringements thereof, (iv) rights corresponding thereto throughout the world and (v) rights to sue for past, present or future infringements thereof.

“Copyright Security Agreement” shall mean an agreement substantially in the form of Exhibit 4 hereto.

“Deposit Accounts” shall mean, collectively, with respect to each Pledgor, (i) all “deposit accounts” as such term is defined in the UCC and in any event shall include the LC Account and all accounts and sub-accounts relating to any of the foregoing accounts and (ii) all cash, funds, checks, notes and instruments from time to time on deposit in any of the accounts or sub-accounts described in clause (i) of this definition.

“Distributions” shall mean, collectively, with respect to each Pledgor, all dividends, cash, options, warrants, rights, instruments, distributions, returns of capital or principal, income, interest, profits and other property, interests (debt or equity) or proceeds, including as a result of a split, revision, reclassification or other like change of the Pledged Securities, from time to time received, receivable or otherwise distributed to such Pledgor in respect of or in exchange for any or all of the Pledged Securities or Intercompany Notes.

“Excluded Assets” shall have the meaning assigned such term in the Credit Agreement.

“Collateral Agent” shall have the meaning assigned to such term in the Preamble hereof.

“Credit Agreement” shall have the meaning assigned to such term in Recital A hereof.

“General Intangibles” shall mean, collectively, with respect to each Pledgor, all “general intangibles,” as such term is defined in the UCC, of such Pledgor and, in any event, shall include (i) all of such Pledgor’s rights, title and interest in, to and under all Contracts and insurance policies (including all rights and remedies relating to monetary damages, including indemnification rights and remedies, and claims for damages or other relief pursuant to or in respect of any Contract), (ii) all know-how and warranties relating to any of the Pledged Collateral or the Mortgaged Property, (iii) any and all other rights, claims, choses-in-action and causes of action of such Pledgor against any other person and the benefits of any and all collateral or other security given by any other person in connection therewith, (iv) all guarantees, endorsements and indemnifications on, or of, any of the Pledged Collateral or any of the Mortgaged Property, (v) all lists, books, records, correspondence, ledgers, printouts, files (whether in printed form or stored electronically), tapes and other papers or materials containing information relating to any of the Pledged Collateral or any of the Mortgaged Property, including all customer or tenant lists, identification of suppliers, data, plans, blueprints, specifications, designs, drawings, appraisals, recorded knowledge, surveys, studies, engineering reports, test reports, manuals, standards, processing standards, performance standards, catalogs, research data, computer and automatic machinery software and programs and the like, field repair data, accounting information pertaining to such Pledgor’s operations or any of the Pledged Collateral or any of the Mortgaged Property and all media in which or on which any of the information or knowledge or data or records may be recorded or stored and all computer programs used for the compilation or printout of such information, knowledge, records or data, (vi) all licenses, consents, permits, variances,

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certifications, authorizations and approvals, however characterized, of any Governmental Authority, now or hereafter acquired or held by such Pledgor pertaining to operations now or hereafter conducted by such Pledgor or any of the Pledged Collateral, including building permits, certificates of occupancy, environmental certificates, industrial permits or licenses and certificates of operation and (vii) all rights to reserves, deferred payments, deposits, refunds, indemnification of claims to the extent the foregoing relate to any Pledged Collateral and claims for tax or other refunds against any Governmental Authority relating to any Pledged Collateral.

“Goodwill” shall mean, collectively, with respect to each Pledgor, the goodwill connected with such Pledgor’s business including all goodwill connected with (i) the use of and symbolized by any Trademark or Intellectual Property License with respect to any Trademark in which such Pledgor has any interest, (ii) all know-how, trade secrets, customer and supplier lists, proprietary information, inventions, methods, procedures, formulae, descriptions, compositions, technical data, drawings, specifications, name plates, catalogs, confidential information and the right to limit the use or disclosure thereof by any person, pricing and cost information, business and marketing plans and proposals, consulting agreements, engineering contracts and such other assets which relate to such goodwill and (iii) all product lines of such Pledgor’s business.

“Guarantors” shall have the meaning assigned to such term in the Preamble hereof.

“Instruments” shall mean, collectively, with respect to each Pledgor, all “instruments,” as such term is defined in Article 9, rather than Article 3, of the UCC, and shall include all promissory notes, drafts, bills of exchange or acceptances.

“Intellectual Property” means all intellectual and similar property of every kind and nature now owned, licensed or hereafter acquired by any Pledgor, including: Patents, Copyrights, Intellectual Property Licenses, Trademarks, domain names and trade secrets.

“Intellectual Property Collateral” shall mean, collectively, the Patents, Trademarks, Copyrights, Intellectual Property Licenses and Goodwill.

“Intellectual Property Licenses” shall mean, collectively, with respect to each Pledgor, all license agreements with any other party with respect to any Patent, Trademark or Copyright or any other patent, trademark or copyright, whether such Pledgor is a licensor or licensee under any such license agreement, together with any and all (i) renewals, extensions, supplements and continuations thereof, (ii) income, fees, royalties, damages, claims and payments now and hereafter due and/or payable thereunder and with respect thereto including damages and payments for past, present or future infringements or violations thereof, (iii) rights, if any, granted to such Pledgor pursuant to such license agreements to sue for past, present and future infringements or violations of any Patents, Trademarks or Copyrights licensed to such Pledgor and (iv) other rights, if any, granted to such Pledgor pursuant to such license agreements to use, exploit or practice any or all of the Patents, Trademarks or Copyrights.

“Intercompany Notes” shall mean, with respect to each Pledgor, all intercompany notes described in Schedule 10 to the Perfection Certificate and intercompany notes hereafter acquired by such Pledgor and all certificates, instruments or agreements evidencing such intercompany notes, and all assignments, amendments, restatements, supplements, extensions, renewals, replacements or modifications thereof to the extent permitted pursuant to the terms hereof.

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“Investment Property” shall mean a security, whether certificated or uncertificated, Security Entitlement, Securities Account, Commodity Contract or Commodity Account, excluding, however, the Securities Collateral.

“Joinder Agreement” shall mean an agreement substantially in the form of Exhibit 3 hereto.

“LC Account” shall mean any account established and maintained in accordance with the provisions of Section 2.03(g) of the Credit Agreement and all property from time to time on deposit in such LC Account.

“Material Intellectual Property Collateral” shall mean any Intellectual Property Collateral that is material to the business of any Pledgor.

“Mortgaged Property” shall have the meaning assigned to such term in the Mortgages.

“Patents” shall mean, collectively, with respect to each Pledgor, all patents and all patent applications and registrations owned by or assigned to, such Pledgor (whether established or registered or recorded in the United States or any other country or any political subdivision thereof), including those listed on Schedule 11(a) to the Perfection Certificate, together with any and all (i) rights and privileges arising under applicable law with respect to such Pledgor’s use of any patents, (ii) inventions and improvements described and claimed therein, (iii) reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof and amendments thereto, (iv) income, fees, royalties, damages, claims and payments now or hereafter due and/or payable thereunder and with respect thereto including damages and payments for past, present or future infringements thereof, (v) rights corresponding thereto throughout the world and (vi) rights to sue for past, present or future infringements thereof.

“Patent Security Agreement” shall mean an agreement substantially in the form of Exhibit 5 hereto.

“Perfection Certificate” means a certificate substantially in the form of Exhibit 2, completed and supplemented with the schedules and attachments contemplated thereby, and duly executed by a Responsible Officer of the Borrower.

“Permitted Liens” means Liens permitted by Section 7.01 of the Credit Agreement.

“Pledged Collateral” shall have the meaning assigned to such term in Section 2.1 hereof.

“Pledged Securities” shall mean, collectively, with respect to each Pledgor, in each case other than Excluded Assets, (i) all issued and outstanding Equity Interests of each issuer set forth on Schedules 9(a) and 9(b) to the Perfection Certificate as being owned by such Pledgor and all options, warrants, rights, agreements and additional Equity Interests of whatever class of any such issuer acquired by such Pledgor (including by issuance), together with all rights, privileges, authority and powers of such Pledgor relating to such Equity Interests in each such issuer or under any Organization Document of each such issuer, and the certificates, instruments and agreements representing such Equity Interests and any and all interest of such Pledgor in the entries on the books of any financial intermediary pertaining to such Equity Interests, (ii) all Equity Interests of any issuer, which Equity Interests are hereafter acquired by such Pledgor (including by issuance) and all options, warrants, rights, agreements and additional Equity Interests of whatever class of any such issuer acquired by such Pledgor (including by issuance), together

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with all rights, privileges, authority and powers of such Pledgor relating to such Equity Interests or under any Organization Document of any such issuer, and the certificates, instruments and agreements representing such Equity Interests and any and all interest of such Pledgor in the entries on the books of any financial intermediary pertaining to such Equity Interests, from time to time acquired by such Pledgor in any manner, and (iii) all Equity Interests issued in respect of the Equity Interests referred to in clause (i) or (ii) upon any consolidation or merger of any issuer of such Equity Interests.

“Pledgor” shall have the meaning assigned to such term in the Preamble hereof.

“Receivables” shall mean, collectively, with respect to each Pledgor, all (i) Accounts, (ii) Chattel Paper, (iii) Payment Intangibles, (iv) General Intangibles, (v) Instruments and (vi) other rights to payment, in each case of such Pledgor, whether or not earned by performance, for goods or other property sold, leased, licensed, assigned or otherwise disposed of, or services rendered or to be rendered, regardless of how classified under the UCC together with all of Pledgors’ rights, if any, in any goods or other property giving rise to such right to payment and all Collateral Support and Supporting Obligations related thereto and all Records relating thereto.

“Secured Obligations” means the “Obligations” as defined in the Credit Agreement. Notwithstanding the foregoing, (i) the obligations of Holdings, the Borrower or any Subsidiary under any Secured Hedge Agreement or any Cash Management Obligation shall be secured and guaranteed pursuant to this Agreement only to the extent that, and for so long as, the other Secured Obligations are so secured, and (ii) any release of Collateral or Guarantors effected in the manner permitted by this Agreement, the Credit Agreement or any other Loan Document shall not require the consent of any counterparty to, or holders of obligations under, any Secured Hedge Agreement or Cash Management Obligations; provided that, in the case of clause (i), with respect to any Guarantor, if and to the extent, under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the official application or official interpretation of any thereof), all or a portion of the guarantee of such Guarantor of, or the grant by such Guarantor of a security interest for, the obligation (the “Excluded Obligation”) to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act is or becomes illegal, the Secured Obligations referred to in clause (i) guaranteed by, or secured by a grant of a security interest by, such Guarantor shall not include such Excluded Obligation.

“Secured Parties” shall have the meaning assigned to such term in the Credit Agreement.

“Securities Collateral” shall mean, collectively, the Pledged Securities, the Intercompany Notes and the Distributions.

“Trademarks” shall mean, collectively, with respect to each Pledgor, all trademarks (including service marks), slogans, logos, certification marks, trade dress, uniform resource locators (URLs), domain names, corporate names and trade names, whether registered or unregistered, owned by or assigned to such Pledgor and all registrations and applications for the foregoing (whether statutory or common law and whether established or registered in the United States or any other country or any political subdivision thereof), including those listed on Schedule 11(b) to the Perfection Certificate, together with any and all (i) rights and privileges arising under applicable law with respect to such Pledgor’s use of any trademarks, (ii) reissues, continuations, extensions and renewals thereof and amendments thereto, (iii) income, fees, royalties, damages and payments now and hereafter due and/or payable thereunder and with respect thereto, including damages, claims and payments for past, present or future infringements thereof, (iv) rights corresponding thereto throughout the world and (v) rights to sue for past, present and future infringements thereof.

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“Trademark Security Agreement” shall mean an agreement substantially in the form of Exhibit 6 hereto.

“UCC” shall mean the Uniform Commercial Code as in effect from time to time in the State of New York; provided, however, that, at any time, if by reason of mandatory provisions of law, any or all of the perfection or priority of the Collateral Agent’s and the Secured Parties’ security interest in any item or portion of the Pledged Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as in effect, at such time, in such other jurisdiction for purposes of the provisions hereof relating to such perfection or priority and for purposes of definitions relating to such provisions.

SECTION 1.2. Interpretation. The rules of interpretation specified in the Credit Agreement (including Section 1.03 thereof) shall be applicable to this Agreement.

SECTION 1.3. Resolution of Drafting Ambiguities. Each Pledgor acknowledges and agrees that it was represented by counsel in connection with the execution and delivery hereof, that it and its counsel reviewed and participated in the preparation and negotiation hereof and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party (i.e., the Collateral Agent) shall not be employed in the interpretation hereof.

SECTION 1.4. Perfection Certificate. The Collateral Agent and each Secured Party agree that the Perfection Certificate and all descriptions of Pledged Collateral, schedules, amendments and supplements thereto are and shall at all times remain a part of this Agreement.

ARTICLE II

GRANT OF SECURITY AND SECURED OBLIGATIONS

SECTION 2.1. Grant of Security Interest. As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties, a lien on and security interest in all of the right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”):

(i) all Accounts;

(ii) all Equipment, Goods, Inventory and Fixtures;

(iii) all Documents, Instruments and Chattel Paper;

(iv) all Letters of Credit and Letter-of-Credit Rights;

(v) all Securities Collateral;

(vi) all Investment Property;

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(vii) all Intellectual Property Collateral;

(viii) the Commercial Tort Claims described on Schedule 12 to the Perfection Certificate;

(ix) all General Intangibles;

(x) all Money and all Deposit Accounts;

(xi) all Supporting Obligations;

(xii) all books and records relating to the Pledged Collateral; and

(xiii) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to such Pledgor from time to time with respect to any of the foregoing.

Notwithstanding anything to the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Assets.

SECTION 2.2. Filings. (a) Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction in the United States any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to such Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by law and that describe the Pledged Collateral in any manner as the Collateral Agent may determine, in its reasonable discretion, as is necessary to ensure the perfection of the security interest in the collateral granted to the Collateral Agent in connection herewith, including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” and (iii) in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. Each Pledgor agrees to provide all information described in the immediately preceding sentence to the Collateral Agent promptly upon request by the Collateral Agent.

(b) Each Pledgor hereby ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction in the United States any financing statements relating to the Pledged Collateral if filed prior to the date hereof.

(c) Each Pledgor hereby further authorizes the Collateral Agent to file filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office), including this Agreement, the Copyright Security Agreement, the Patent Security Agreement and the Trademark Security Agreement, or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interest granted by such Pledgor hereunder, without the signature of such Pledgor, and naming such Pledgor, as debtor, and the Collateral Agent, as secured party.

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ARTICLE III

PERFECTION; SUPPLEMENTS; FURTHER ASSURANCES;

USE OF PLEDGED COLLATERAL

SECTION 3.1. Delivery of Certificated Securities Collateral. Each Pledgor represents and warrants that all certificates, agreements or instruments representing or evidencing the Securities Collateral in existence on the date hereof, subject to Section 3.4(a) hereof, have been delivered to the Collateral Agent in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and that the Collateral Agent has a perfected first priority security interest therein (subject only to nonconsensual Permitted Liens). Each Pledgor hereby agrees that all certificates, agreements or instruments representing or evidencing Securities Collateral acquired by such Pledgor after the date hereof shall, subject to Section 3.4(a) hereof, promptly (but in any event within thirty days after receipt thereof by such Pledgor or such longer period as may be agreed to in writing by the Collateral Agent in its sole discretion) be delivered to and held by or on behalf of the Collateral Agent pursuant hereto. All certificated Securities Collateral shall be in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent. The Collateral Agent shall have the right, at any time upon the occurrence and during the continuance of any Event of Default, to endorse, assign or otherwise transfer to or to register in the name of the Collateral Agent or any of its nominees or endorse for negotiation any or all of the Securities Collateral, without any indication that such Securities Collateral is subject to the security interest hereunder. In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right at any time to exchange certificates representing or evidencing Securities Collateral for certificates of smaller or larger denominations.

SECTION 3.2. Perfection of Uncertificated Securities Collateral. Each Pledgor represents and warrants that the Collateral Agent has a perfected first priority security interest (subject only to nonconsensual Permitted Liens) in all uncertificated Pledged Securities pledged by it hereunder that are in existence on the date hereof. Each Pledgor hereby agrees that if any of the Pledged Securities are at any time not evidenced by certificates of ownership, then each applicable Pledgor shall, to the extent permitted by applicable law, (i) cause the issuer to execute and deliver to the Collateral Agent an acknowledgment of the pledge of such Pledged Securities substantially in the form of Exhibit 1 hereto or such other form that is reasonably satisfactory to the Collateral Agent, (ii) if necessary to perfect a security interest in such Pledged Securities, cause such pledge to be recorded on the equityholder register or the books of the issuer and (iii) after the occurrence and during the continuance of any Event of Default, upon request by the Collateral Agent, (A) cause the Organization Documents of each such issuer that is a Subsidiary of the Borrower to be amended to provide that such Pledged Securities shall be treated as “securities” for purposes of the UCC and (B) cause such Pledged Securities to become certificated and delivered to the Collateral Agent in accordance with the provisions of Section 3.1.

SECTION 3.3. Financing Statements and Other Filings; Maintenance of Perfected Security Interest. The UCC financing statements (including fixture filings) prepared by the Collateral Agent based upon the information provided to the Collateral Agent in the Perfection Certificate for filing (and which UCC financing statements the Pledgors have been given an opportunity to review prior to filing)

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in each governmental, municipal or other office specified in Schedule 6 of this Agreement (or specified by notice from the applicable Pledgor to the Collateral Agent after the Closing Date in the case of filings, recordings or registrations required by Section 6.11 of the Credit Agreement), and the filings required to be made pursuant to the last sentence of this Section 3.3 in the United States Patent and Trademark Office or United States Copyright Office in order to perfect the security interest in Pledged Collateral consisting of Patents, Trademarks and Copyrights, are all the filings, recordings and registrations necessary to establish a legal, valid and perfected security interest in favor of the Collateral Agent in respect of all Pledged Collateral in which a security interest may be perfected by such filings, recordings or registrations. Each Pledgor represents and warrants that, as of the Closing Date, an appropriate Copyright Security Agreement, Trademark Security Agreement and Patent Security Agreement, as applicable, containing a description of all Intellectual Property Collateral consisting of Patents (and Patents for which applications are pending), registered Trademarks (and Trademarks for which registration applications are pending) or registered Copyrights (and Copyrights for which registration applications are pending), as applicable, have been delivered to the Collateral Agent for recording by the United States Patent and Trademark Office or United States Copyright Office. Each Pledgor agrees that at the sole cost and expense of the Pledgors, such Pledgor will maintain the security interest created by this Agreement in the Pledged Collateral as a perfected first priority security interest subject only to Permitted Liens.

SECTION 3.4. Other Actions. In order to further ensure the attachment, perfection and priority of, and the ability of the Collateral Agent to enforce, the Collateral Agent’s security interest in the Pledged Collateral, each Pledgor represents and warrants (as to itself) as follows and agrees, in each case at such Pledgor’s own expense, to take the following actions with respect to the following Pledged Collateral:

(a) Instruments and Tangible Chattel Paper. As of the date hereof, no amounts payable under or in connection with any of the Pledged Collateral in excess of $2,500,000 are evidenced by any Instrument or Tangible Chattel Paper other than such Instruments and Tangible Chattel Paper listed in Schedule 10 to the Perfection Certificate. Each Instrument and each item of Tangible Chattel Paper listed in Schedule 10 to the Perfection Certificate has been properly endorsed, assigned and delivered to the Collateral Agent, accompanied by instruments of transfer or assignment duly executed in blank. If any amount then payable under or in connection with any of the Pledged Collateral shall be evidenced by any Instrument or Tangible Chattel Paper, and such amount exceeds $2,500,000, the Pledgor acquiring such Instrument or Tangible Chattel Paper shall promptly (but in any event within thirty days (or such longer period as may be agreed to in writing by the Collateral Agent in its sole discretion) after receipt thereof) endorse, assign and deliver the same to the Collateral Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time reasonably request.

(b) [Reserved].

(c) [Reserved].

(d) Electronic Chattel Paper and Transferable Records. As of the date hereof, no amount under or in connection with any of the Pledged Collateral in excess of $2,500,000 is evidenced by any Electronic Chattel Paper or any “transferable record” (as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction) other than such Electronic Chattel Paper and transferable records listed in Schedule 10 to the Perfection

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Certificate. If any amount payable under or in connection with any of the Pledged Collateral shall be evidenced by any Electronic Chattel Paper or any transferable record, the Pledgor acquiring such Electronic Chattel Paper or transferable record shall promptly notify the Collateral Agent thereof and shall take such action as, in the reasonable determination of the Collateral Agent, is necessary to grant the Collateral Agent control of such Electronic Chattel Paper under Section 9-105 of the UCC or control under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The requirement in the preceding sentence shall not apply to any Electronic Chattel Paper or any transferable record to the extent that such amount does not exceed $2,500,000 with respect to such Electronic Chattel Paper or any transferable record. The Collateral Agent agrees with such Pledgor that the Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral Agent’s loss of control, for the Pledgor to make alterations to the Electronic Chattel Paper or transferable record permitted under Section 9-105 of the UCC or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a party in control to allow without loss of control, unless an Event of Default has occurred and is continuing or would occur after taking into account any action by such Pledgor with respect to such Electronic Chattel Paper or transferable record.

(e) Commercial Tort Claims. As of the date hereof, each Pledgor hereby represents and warrants that it holds no Commercial Tort Claims that, in the reasonable determination of such Pledgor, are expected to result in a judgment in excess of $2,500,000, other than those listed in Schedule 12 to the Perfection Certificate. If any Pledgor shall at any time hold or acquire a Commercial Tort Claim that, in the reasonable determination of such Pledgor, is expected to result in a judgment in excess of $2,500,000, such Pledgor shall promptly and in any event within thirty (30) days notify the Collateral Agent in writing signed by such Pledgor of the brief details thereof and grant to the Collateral Agent in such writing a security interest therein and in the Proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to the Collateral Agent.

SECTION 3.5. Joinder of Additional Guarantors. The Pledgors shall cause each Subsidiary of the Borrower which, from time to time, after the date hereof shall be required to pledge any assets to the Collateral Agent for the benefit of the Secured Parties pursuant to Section 6.11 of the Credit Agreement, to execute and deliver to the Collateral Agent (i) a Joinder Agreement substantially in the form attached as Exhibit 3 hereto and (ii) a Perfection Certificate with respect to such Subsidiary, in each case, within thirty (30) days (or such later date as may be agreed by the Collateral Agent in writing in its sole discretion) of the date of its acquisition or formation, and upon such execution and delivery, such Subsidiary shall constitute a “Pledgor” for all purposes hereunder with the same force and effect as if originally named as a Pledgor herein. The execution and delivery of such Joinder Agreement shall not require the consent of any Pledgor hereunder. The rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Pledgor as a party to this Agreement.

SECTION 3.6. Supplements; Further Assurances. Each Pledgor shall, (a) at any time upon the reasonable request of the Collateral Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Collateral Agent may deem necessary in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of the Collateral Documents and (b) promptly upon reasonable request by the Collateral Agent (i) correct any material defect

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or error that may be discovered in the execution, acknowledgment, filing or recordation of any Collateral Document or other document or instrument relating to any Pledged Collateral and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Collateral Agent may reasonably request from time to time in order to carry out more effectively the purposes of the Collateral Documents.

ARTICLE IV

REPRESENTATIONS, WARRANTIES AND COVENANTS

Each Pledgor represents, warrants and covenants as follows:

SECTION 4.1. Title. Such Pledgor owns or has rights (or has a license to, in the case of Intellectual Property) and, as to Pledged Collateral acquired by it from time to time after the date hereof, will own or have rights, in each item of Pledged Collateral pledged by it hereunder, free and clear of any and all Liens, except (a) for (i) the security interest granted to the Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement or any other Loan Document and (ii) Permitted Liens and (b) where the failure to have such title or other property interests described above would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

SECTION 4.2. [Reserved].

SECTION 4.3. Defense of Claims; Transferability of Pledged Collateral. Subject to Section 5.08 of the Credit Agreement, each Pledgor shall, at its own cost and expense, defend title to the Pledged Collateral pledged by it hereunder and the security interest therein and Lien thereon granted to the Collateral Agent and the priority thereof against all Liens (other than Permitted Liens) of all persons, at its own cost and expense, except where the failure to defend such title would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Except as permitted by the Credit Agreement, this Agreement or any other Loan Document, there is no agreement, order, judgment or decree to which any Pledgor is a party, and no Pledgor shall enter into any agreement or take any other action, that would restrict the transferability of any of the Pledged Collateral or otherwise impair or conflict with such Pledgor’s obligations or the rights of the Collateral Agent hereunder.

SECTION 4.4. Other Financing Statements. It has not filed, nor authorized any third party to file (nor will there be), any valid and effective financing statement (or similar statement, instrument of registration or public notice under the law of any jurisdiction in the United States) covering or purporting to cover any interest of any kind in the Pledged Collateral, except such as have been filed in favor of the Collateral Agent pursuant to this Agreement or in favor of any holder of a Permitted Lien with respect to such Permitted Lien or financing statements or public notices relating to the termination statements listed on Schedule 8 to the Perfection Certificate. So long as any of the Secured Obligations (other than (A) contingent obligations not then due and payable and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements) remain unpaid, no Pledgor shall execute, authorize or permit to be filed in any public office any financing statement (or similar statement, instrument of registration or public notice under the law of any jurisdiction) relating to any Pledged Collateral, except financing statements and other statements and instruments filed or to be filed in respect of and covering the security interests granted by such Pledgor to the holder of any Permitted Liens.

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SECTION 4.5. Location of Inventory and Equipment. In no event shall any Pledgor move any Equipment or Inventory to any location outside of the continental United States except to the extent not prohibited by the terms of the Credit Agreement.

SECTION 4.6. Due Authorization and Issuance. All of the Pledged Securities existing on the date hereof have been, and to the extent any Pledged Securities are hereafter issued, such Pledged Securities will be, upon such issuance, duly authorized, validly issued and fully paid and non-assessable (other than Pledged Securities consisting of limited liability company interests or partnership interests or other Equity Interests of entities other than corporations which, pursuant to the relevant organizational or formation documents, cannot be fully paid and non-assessable).

SECTION 4.7. Consents, etc. In the event that the Collateral Agent desires to exercise during the continuance of any Event of Default any remedies, voting or consensual rights or attorney-in-fact powers set forth in this Agreement and determines it necessary to obtain any approvals or consents of any Governmental Authority or any other person therefor, then, upon the reasonable request of the Collateral Agent, such Pledgor agrees to use commercially reasonable efforts to assist and aid the Collateral Agent to obtain as soon as practicable any necessary approvals or consents for the exercise of any such remedies, rights and powers.

SECTION 4.8. Pledged Collateral. As of the Closing Date, all information set forth herein, including the schedules hereto and the Perfection Certificate and the schedules thereto, in each case, relating to the Pledged Collateral, is accurate and complete in all material respects.

SECTION 4.9. Insurance. So long as any of the Secured Obligations (other than (A) contingent obligations not then due and payable and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements) remain unpaid, in the event that the proceeds of any insurance claim are paid to any Pledgor after the Collateral Agent has exercised its right to foreclose after an Event of Default, such Net Cash Proceeds shall be held in trust for the benefit of the Collateral Agent and promptly after receipt thereof shall be paid to the Collateral Agent for application in accordance with Section 8.03 of the Credit Agreement.

SECTION 4.10. Perfection Certificate. The Perfection Certificate delivered to the Administrative Agent on or prior to the Closing Date has been duly executed and delivered to the Collateral Agent and the information set forth therein, including the exact legal name of each Pledgor and its jurisdiction of organization, taken as a whole, is correct and complete in all material respects as of the Closing Date.

SECTION 4.11. Change in Organization. The Borrower agrees to promptly (and in any event within thirty (30) calendar days following such event, or such later date as the Collateral Agent may agree in its reasonable discretion) notify the Collateral Agent of any change (i) in the legal name of any Pledgor, (ii) in the identity or type of organization of any Pledgor, (iii) in the jurisdiction of organization of any Pledgor, (iv) in the location of any Pledgor under the UCC or (v) in the organizational identification number of any Pledgor. In addition, if any Pledgor does not have an organizational identification number on the Closing Date (or the date such Pledgor becomes a party to this Agreement) and later obtains one, the Borrower shall promptly thereafter notify the Collateral Agent of such organizational identification number and shall take all actions reasonably satisfactory to the Collateral Agent to the extent necessary to maintain the security interests (and the priority thereof) of the Collateral Agent in the Collateral intended to be granted hereby fully perfected and in full force and effect (it being acknowledged that no such actions shall be required to be taken in any jurisdiction in which such organization

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identification number is not required, under the applicable UCC, to be set forth on a financing statement). The Loan Parties agree not to effect or permit any change referred to in the preceding sentence unless all filings, publications and registrations, have been made (or will be made in a timely fashion) under the UCC or other applicable Law that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority security interest (subject to Permitted Liens) to the extent required under the Loan Documents in all the Pledged Collateral for its own benefit and the benefit of the other Secured Parties.

SECTION 4.12. Perfection Certificate Supplements. At the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to Section 6.01(a) of the Credit Agreement and delivery of the related Compliance Certificate, the Borrower shall deliver to the Collateral Agent a certificate executed by a Responsible Officer of the Borrower setting forth the information required pursuant to the Perfection Certificate (other than Schedules 4 and 8 of the Perfection Certificate) or confirming that there has been no change in such information since the date of such certificate or the date of the most recent certificate delivered pursuant to this Section 4.11.

ARTICLE V

CERTAIN PROVISIONS CONCERNING SECURITIES COLLATERAL

SECTION 5.1. Pledge of Additional Securities Collateral. Each Pledgor shall, upon obtaining after the Closing Date any Pledged Securities that are certificated “securities” for purposes of the UCC or Intercompany Notes of any person, accept the same in trust for the benefit of the Collateral Agent and, subject to Section 3.4(a) hereof, promptly (but in any event within thirty days after receipt thereof, or such later date as may be agreed in writing by the Collateral Agent in its sole discretion) deliver to the Collateral Agent the certificates and other documents required under Section 3.1 and Section 3.2 hereof in respect of the additional Pledged Securities or Intercompany Notes which are to be pledged pursuant to this Agreement, and confirming the attachment of the Lien hereby created on and in respect of such additional Pledged Securities or Intercompany Notes. Each Pledgor hereby agrees that all Pledged Securities or Intercompany Notes delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

SECTION 5.2. Voting Rights; Distributions; etc. (a) So long as no Event of Default shall have occurred and be continuing and the Collateral Agent has not notified the Borrower that the rights of such Pledgor under this Section 5.2(a) are being suspended:

(i) Each Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Securities Collateral or any part thereof for any purpose not inconsistent with the terms or purposes hereof, the Credit Agreement or any other document evidencing the Secured Obligations.

(ii) Each Pledgor shall be entitled to receive and retain, and to utilize free and clear of the Lien hereof, any and all Distributions, but only if and to the extent made in accordance with the provisions of the Credit Agreement; provided, however, that any and all such Distributions consisting of rights or interests in the form of certificated securities shall, unless otherwise provided in the Credit Agreement and subject to Section 3.4(a) hereof, be promptly (and in any event within thirty (30) days) delivered to the Collateral Agent to hold as Pledged Collateral and

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shall, if received by any Pledgor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Pledgor and be promptly (but in any event within thirty days after receipt thereof) delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

(b) So long as no Event of Default shall have occurred and be continuing and the Collateral Agent has not notified the Borrower that the rights of the Pledgors under this Section 5.2(b) are being suspended, the Collateral Agent shall be deemed without further action or formality to have granted to each Pledgor all necessary consents relating to voting rights and shall, if necessary, upon written request of any Pledgor and at the sole cost and expense of the Pledgors, from time to time execute and deliver (or cause to be executed and delivered) to such Pledgor all such instruments as such Pledgor may reasonably request in order to permit such Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.2(a)(i) hereof and to receive the Distributions which it is authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof.

(c) Upon the occurrence and during the continuance of any Event of Default and after the delivery of written notice from the Collateral Agent to the Borrower:

(i) All rights of each Pledgor to exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 5.2(a)(i) hereof shall immediately cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise such voting and other consensual rights.

(ii) All rights of each Pledgor to receive Distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.2(a)(ii) hereof shall immediately cease and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral such Distributions.

(d) Upon the occurrence and during the continuance of any Event of Default and after the delivery of written notice from the Collateral Agent to the Borrower, each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent appropriate instruments as the Collateral Agent may reasonably request in order to permit the Collateral Agent to exercise the voting and other rights which it may be entitled to exercise pursuant to Section 5.2(c)(i) hereof and to receive all Distributions which it may be entitled to receive under Section 5.2(c)(ii) hereof.

(e) All Distributions which are received by any Pledgor contrary to the provisions of Section 5.2(a)(ii) hereof shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Pledgor and shall promptly be paid over to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

(f) After all Events of Default have been cured or waived in accordance with the Credit Agreement and the Borrower shall have delivered to the Collateral Agent a certificate to such effect, the Collateral Agent shall promptly return to each Pledgor (without interest) all Distributions that such Pledgor would otherwise be permitted to retain pursuant to the terms of Section 5.2(a)(ii) in the absence of any such Event of Default and that remain in the Collateral Agent’s account, and such Pledgor’s right to receive and retain any and all Distributions paid on or distributed in respect of the Pledged Securities shall be automatically reinstated.

SECTION 5.3. [Reserved].

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SECTION 5.4. Certain Agreements of Pledgors As Issuers and Holders of Equity Interests.

(a) In the case of each Pledgor which is an issuer of Securities Collateral, such Pledgor agrees to be bound by the terms of this Agreement relating to the Securities Collateral issued by it and will comply with such terms insofar as such terms are applicable to it.

(b) In the case of each Pledgor which is a partner, shareholder or member, as the case may be, in a partnership, limited liability company or other entity, such Pledgor hereby consents to the extent required by the applicable Organization Document to the pledge by each other Pledgor, pursuant to the terms hereof, of the Pledged Securities in such partnership, limited liability company or other entity and, upon the occurrence and during the continuance of an Event of Default, to the transfer of such Pledged Securities to the Collateral Agent or its nominee and to the substitution of the Collateral Agent or its nominee as a substituted partner, shareholder or member in such partnership, limited liability company or other entity with all the rights, powers and duties of a general partner, limited partner, shareholder or member, as the case may be.

ARTICLE VI

CERTAIN PROVISIONS CONCERNING INTELLECTUAL

PROPERTY COLLATERAL

SECTION 6.1. Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent, during the continuance of an Event of Default, to exercise rights and remedies under Article IX hereof at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, and for no other purpose, each Pledgor hereby grants to the Collateral Agent, to the extent of such Pledgor’s rights to grant the same, an irrevocable, non-exclusive license to use, assign, license or sublicense any of the Intellectual Property Collateral now owned or hereafter acquired by such Pledgor, wherever the same may be located. Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof. Nothing in this Section 6.1 shall require a Pledgor to grant any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, with respect to such property or otherwise unreasonably prejudices the value thereof to the relevant Pledgor.

SECTION 6.2. Protection of Collateral Agent’s Security. Each Pledgor shall, at its sole cost and expense, (i) promptly following its obtaining knowledge thereof, notify the Collateral Agent of any adverse determination in any proceeding or the institution of any proceeding in any United States federal, state or local court or administrative body or in the United States Patent and Trademark Office or the United States Copyright Office regarding any Material Intellectual Property Collateral, such Pledgor’s right to register such Material Intellectual Property Collateral or its right to keep and maintain such registration in full force and effect, (ii) except where failure to do so could not reasonably be expected to have a Material Adverse Effect, take all steps to maintain all Material Intellectual Property Collateral as presently used and operated and (iii) except as could not reasonably be expected to have a Material Adverse Effect, not permit to lapse or become abandoned any Material Intellectual Property Collateral. Notwithstanding anything to the contrary contained herein, nothing in this Agreement prevents any Pledgor from

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disposing of, discontinuing the use or maintenance of, failing to pursue, or otherwise allowing to lapse, terminate or be put into the public domain, any of its Intellectual Property Collateral to the extent permitted by the Credit Agreement if such Pledgor determines in its reasonable business judgment that any of the foregoing is desirable in the conduct of its business.

SECTION 6.3. After-Acquired Property. If any Pledgor shall at any time after the date hereof (i) obtain any rights to any additional Intellectual Property Collateral or (ii) become entitled to the benefit of any additional Intellectual Property Collateral or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, or if any intent-to use trademark application is no longer subject to clause (c) of the definition of Excluded Assets, the provisions hereof shall automatically apply thereto and any such item enumerated in the preceding clause (i) or (ii) shall automatically constitute Intellectual Property Collateral as if such would have constituted Intellectual Property Collateral at the time of execution hereof and be subject to the Lien and security interest created by this Agreement without further action by any party. At the time of delivery of financial statements pursuant to Sections 6.01(a) and (b) of the Credit Agreement and delivery of the related Compliance Certificate, each Pledgor shall sign and deliver to the Collateral Agent an appropriate Copyright Security Agreement, Trademark Security Agreement or Patent Security Agreement, as applicable, with respect to applications for registration or registrations of Intellectual Property Collateral owned or exclusively licensed by it as of the last day of the applicable fiscal quarter, to the extent that such Intellectual Property Collateral is not covered by any previous Joinder Agreement, Copyright Security Agreement, Trademark Security Agreement or Patent Security Agreement so signed and delivered by it. In each case, it will promptly cooperate as reasonably necessary to enable the Collateral Agent to make any necessary recordations with the United States Patent and Trademark Office or United States Copyright Office, as appropriate. Further, each Pledgor authorizes the Collateral Agent to modify this Agreement by amending Schedules 11(a) and 11(b) to the Perfection Certificate to include any Intellectual Property Collateral of such Pledgor acquired or arising after the date hereof.

SECTION 6.4. Litigation. Unless there shall occur and be continuing any Event of Default, each Pledgor shall have the right to commence and prosecute in its own name, as the party in interest, for its own benefit and at the sole cost and expense of the Pledgors, such applications for protection of the Intellectual Property Collateral and suits, proceedings or other actions to prevent the infringement, counterfeiting, unfair competition, dilution, diminution in value or other damage as are necessary to protect the Intellectual Property Collateral. Upon the occurrence and during the continuance of any Event of Default, the Collateral Agent shall have the right but shall in no way be obligated to file applications for protection of the Intellectual Property Collateral and/or bring suit in the name of any Pledgor, the Collateral Agent or the Secured Parties to enforce the Intellectual Property Collateral and any license thereunder. In the event of such suit, each Pledgor shall, at the reasonable request of the Collateral Agent, do any and all lawful acts and execute any and all documents requested by the Collateral Agent in aid of such enforcement and the Pledgors shall promptly reimburse and indemnify the Collateral Agent for all costs and expenses incurred by the Collateral Agent in the exercise of its rights under this Section 6.4 in accordance with and to the extent required under Section 10.05 of the Credit Agreement.

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ARTICLE VII

CERTAIN PROVISIONS CONCERNING RECEIVABLES

SECTION 7.1. Maintenance of Records. Each Pledgor shall, at such Pledgor’s sole cost and expense, upon the Collateral Agent’s demand made at any time after the occurrence and during the continuance of any Event of Default, deliver all tangible evidence of Receivables, including all documents evidencing Receivables and any books and records relating thereto to the Collateral Agent or to its representatives (copies of which evidence and books and records may be retained by such Pledgor). Upon the occurrence and during the continuance of any Event of Default, the Collateral Agent may transfer a full and complete copy of any Pledgor’s books, records, credit information, reports, memoranda and all other writings relating to the Receivables to and for the use by any person that has acquired or is contemplating acquisition of an interest in the Receivables or the Collateral Agent’s security interest therein without the consent of any Pledgor.

SECTION 7.2. Legend. Each Pledgor shall legend, at the request of the Collateral Agent at any time after the occurrence and during the continuance of any Event of Default and in form and manner reasonably satisfactory to the Collateral Agent, the Receivables and the other books, records and documents of such Pledgor evidencing or pertaining to the Receivables with an appropriate reference to the fact that the Receivables have been assigned to the Collateral Agent for the benefit of the Secured Parties and that the Collateral Agent has a security interest therein.

ARTICLE VIII

TRANSFERS

SECTION 8.1. Transfers of Pledged Collateral. No Pledgor shall sell, convey, assign or otherwise dispose of, or grant any option with respect to, any of the Pledged Collateral pledged by it hereunder except as to the extent not prohibited by the Credit Agreement.

ARTICLE IX

REMEDIES

SECTION 9.1. Remedies. Upon the occurrence and during the continuance of any Event of Default, the Collateral Agent may from time to time exercise in respect of the Pledged Collateral, in addition to the other rights and remedies provided for herein or otherwise available to it, the following remedies:

(i) Personally, or by agents or attorneys, immediately take possession of the Pledged Collateral or any part thereof, from any Pledgor or any other person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon any Pledgor’s premises where any of the Pledged Collateral is located, remove such Pledged Collateral, remain present at such premises to receive copies of all communications and remittances relating to the Pledged Collateral and use in connection with such removal and possession any and all services, supplies, aids and other facilities of any Pledgor;

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(ii) Demand, sue for, collect or receive any money or property at any time payable or receivable in respect of the Pledged Collateral including instructing the obligor or obligors on any agreement, instrument or other obligation constituting part of the Pledged Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral Agent, and in connection with any of the foregoing, compromise, settle, extend the time for payment and make other modifications with respect thereto; provided, however, that in the event that during the continuance of an Event of Default, any such payments are made directly to any Pledgor, prior to receipt by any such obligor of such instruction, such Pledgor shall segregate all amounts received pursuant thereto in trust for the benefit of the Collateral Agent and shall promptly (but in no event later than five (5) Business Days after receipt thereof or such later date as may be agreed to in writing by the Collateral Agent in its sole discretion) pay such amounts to the Collateral Agent;

(iii) Sell, assign, grant a license to use or otherwise liquidate, or direct any Pledgor to sell, assign, grant a license to use or otherwise liquidate, any and all investments made in whole or in part with the Pledged Collateral or any part thereof, and take possession of the proceeds of any such sale, assignment, license or liquidation;

(iv) Take possession of the Pledged Collateral or any part thereof, by directing any Pledgor in writing to deliver the same to the Collateral Agent at any place or places so designated by the Collateral Agent, in which event such Pledgor shall at its own expense: (A) promptly cause the same to be moved to the place or places designated by the Collateral Agent and therewith delivered to the Collateral Agent, (B) store and keep any Pledged Collateral so delivered to the Collateral Agent at such place or places pending further action by the Collateral Agent and (C) while the Pledged Collateral shall be so stored and kept, provide such security and maintenance services as shall be necessary to protect the same and to preserve and maintain them in good condition. Each Pledgor’s obligation to deliver the Pledged Collateral as contemplated in this Section 9.1(iv) is of the essence hereof. Upon application to a court of equity having jurisdiction, the Collateral Agent shall be entitled to a decree requiring specific performance by any Pledgor of such obligation;

(v) Withdraw all moneys, instruments, securities and other property in any bank, financial securities, deposit or other account of any Pledgor constituting Pledged Collateral for application to the Secured Obligations as provided in Article X hereof;

(vi) Retain and apply the Distributions to the Secured Obligations as provided in Article X hereof;

(vii) Exercise any and all rights as beneficial and legal owner of the Pledged Collateral, including perfecting assignment of and exercising any and all voting, consensual and other rights and powers with respect to any Pledged Collateral; and

(viii) Exercise all the rights and remedies of a secured party on default under the UCC, and the Collateral Agent may also in its sole discretion, without notice except as specified in Section 9.2 hereof, sell, assign or grant a license to use the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker’s board or at any

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of the Collateral Agent’s offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Collateral Agent may deem commercially reasonable. The Collateral Agent or any other Secured Party or any of their respective Affiliates may be the purchaser, licensee, assignee or recipient of the Pledged Collateral or any part thereof at any such sale and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Pledged Collateral sold, assigned or licensed at such sale, to use and apply any of the Secured Obligations owed to such person as a credit on account of the purchase price of the Pledged Collateral or any part thereof payable by such person at such sale. Each purchaser, assignee, licensee or recipient at any such sale shall acquire the property sold, assigned or licensed absolutely free from any claim or right on the part of any Pledgor, and each Pledgor hereby waives, to the fullest extent permitted by law, all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent shall not be obligated to make any sale of the Pledged Collateral or any part thereof regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Each Pledgor hereby waives, to the fullest extent permitted by law, any claims against the Collateral Agent arising by reason of the fact that the price at which the Pledged Collateral or any part thereof may have been sold, assigned or licensed at such a private sale was less than the price which might have been obtained at a public sale, even if the Collateral Agent accepts the first offer received and does not offer such Pledged Collateral to more than one offeree.

SECTION 9.2. Notice of Sale. Each Pledgor acknowledges and agrees that, to the extent notice of sale or other disposition of the Pledged Collateral or any part thereof shall be required by law, ten (10) days’ prior notice to such Pledgor of the time and place of any public sale or of the time after which any private sale or other intended disposition is to take place shall be commercially reasonable notification of such matters. No notification need be given to any Pledgor if it has signed, after the occurrence of an Event of Default, a statement renouncing or modifying any right to notification of sale or other intended disposition.

SECTION 9.3. Waiver of Notice and Claims. Each Pledgor hereby waives, to the fullest extent permitted by applicable law, notice or judicial hearing in connection with the Collateral Agent’s taking possession or the Collateral Agent’s disposition of the Pledged Collateral or any part thereof, including any and all prior notice and hearing for any prejudgment remedy or remedies and any such right which such Pledgor would otherwise have under law, and each Pledgor hereby further waives, to the fullest extent permitted by applicable law: (i) all damages occasioned by such taking of possession, (ii) all other requirements as to the time, place and terms of sale or other requirements with respect to the enforcement of the Collateral Agent’s rights hereunder and (iii) all rights of redemption, appraisal, valuation, stay, extension or moratorium now or hereafter in force under any applicable law. The Collateral Agent shall not be liable for any incorrect or improper payment made pursuant to this Article IX in the absence of gross negligence or willful misconduct as determined by a final judgment by court of competent jurisdiction, on the part of the Collateral Agent. Any sale of, or the grant of options to purchase, or any other realization upon, any Pledged Collateral shall operate to divest all right, title, interest, claim and demand, either at law or in equity, of the applicable Pledgor therein and thereto, and shall be a perpetual bar both at law and in equity against such Pledgor and against any and all persons claiming or attempting to claim the Pledged Collateral so sold, optioned or realized upon, or any part thereof, from, through or under such Pledgor.

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SECTION 9.4. Certain Sales of Pledged Collateral.

(a) Each Pledgor recognizes that, by reason of certain prohibitions contained in law, rules, regulations or orders of any Governmental Authority, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Pledged Collateral, to limit purchasers to those who meet the requirements of such Governmental Authority. Each Pledgor acknowledges that any such sales may be at prices and on terms less favorable to the Collateral Agent than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees that any such restricted sale shall be deemed to have been made in a commercially reasonable manner and that, except as may be required by applicable law, the Collateral Agent shall have no obligation to engage in public sales.

(b) Each Pledgor recognizes that, by reason of certain prohibitions contained in the Securities Act, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Securities Collateral and Investment Property, to limit purchasers to persons who will agree, among other things, to acquire such Securities Collateral or Investment Property for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges that any such private sales may be at prices and on terms less favorable to the Collateral Agent than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act), and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Securities Collateral or Investment Property for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would agree to do so.

(c) [Reserved].

(d) If the Collateral Agent determines to exercise its right to sell any or all of the Securities Collateral or Investment Property, upon written request, the applicable Pledgor shall from time to time furnish to the Collateral Agent all such information as the Collateral Agent may reasonably request in order to determine the number of securities included in the Securities Collateral or Investment Property which may be sold by the Collateral Agent as exempt transactions under the Securities Act and the rules of the Securities and Exchange Commission thereunder, as the same are from time to time in effect.

(e) Each Pledgor further agrees that a breach of any of the covenants contained in this Section 9.4 will cause irreparable injury to the Collateral Agent and the other Secured Parties, that the Collateral Agent and the other Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 9.4 shall be specifically enforceable against such Pledgor, and such Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing.

SECTION 9.5. No Waiver; Cumulative Remedies.

(a) No failure on the part of the Collateral Agent to exercise, no course of dealing with respect to, and no delay on the part of the Collateral Agent in exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such right, power, privilege or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right, power, privilege or remedy; nor shall the Collateral Agent be required to look first to, enforce or exhaust any other security, collateral or guaranties. All rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies provided by law or otherwise available.

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(b) In the event that the Collateral Agent shall have instituted any proceeding to enforce any right, power, privilege or remedy under this Agreement or any other Loan Document by foreclosure, sale, entry or otherwise, and such proceeding shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Collateral Agent, then and in every such case, the Pledgors, the Collateral Agent and each other Secured Party shall be restored to their respective former positions and rights hereunder with respect to the Pledged Collateral, and all rights, remedies, privileges and powers of the Collateral Agent and the other Secured Parties shall continue as if no such proceeding had been instituted.

SECTION 9.6. Certain Additional Actions Regarding Intellectual Property. If any Event of Default shall have occurred and be continuing, upon the written demand of the Collateral Agent, each Pledgor shall execute and deliver to the Collateral Agent an assignment or assignments of the registered Patents, Trademarks and/or Copyrights and Goodwill and such other documents as are necessary or appropriate to carry out the intent and purposes hereof.

ARTICLE X

APPLICATION OF PROCEEDS

SECTION 10.1. Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Pledged Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, together with any other sums then held by the Collateral Agent pursuant to this Agreement, in accordance with Section 8.03 of the Credit Agreement.

ARTICLE XI

MISCELLANEOUS

SECTION 11.1. Concerning Collateral Agent.

(a) The Collateral Agent has been appointed as collateral agent pursuant to the Credit Agreement. The actions of the Collateral Agent hereunder are subject to the provisions of the Credit Agreement. The Collateral Agent shall have the right hereunder to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking action (including the release or substitution of the Pledged Collateral), in accordance with this Agreement and the Credit Agreement. The Collateral Agent may employ agents and attorneys-in-fact in connection herewith and shall not be liable for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. The Collateral Agent may resign and a successor Collateral Agent may be appointed in the manner provided in the Credit Agreement. Upon the acceptance of any appointment as the Collateral Agent by a successor Collateral Agent, that successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent under this Agreement, and the retiring Collateral Agent shall thereupon be discharged from its duties and obligations under this

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Agreement. After any retiring Collateral Agent’s resignation, the provisions hereof shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Collateral Agent.

(b) The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if such Pledged Collateral is accorded treatment substantially equivalent to that which the Collateral Agent, in its individual capacity, accords its own property consisting of similar instruments or interests, it being understood that neither the Collateral Agent nor any of the Secured Parties shall have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Securities Collateral, whether or not the Collateral Agent or any other Secured Party has or is deemed to have knowledge of such matters or (ii) taking any necessary steps to preserve rights against any person with respect to any Pledged Collateral.

(c) The Collateral Agent shall be entitled to rely upon any written notice, statement, certificate, order or other document or any telephone message believed by it to be genuine and correct and to have been signed, sent or made by the proper person, and, with respect to all matters pertaining to this Agreement and its duties hereunder, upon advice of counsel selected by it.

(d) If any item of Pledged Collateral also constitutes collateral granted to the Collateral Agent under any other deed of trust, mortgage, security agreement, pledge or instrument of any type, in the event of any conflict between the provisions hereof and the provisions of such other deed of trust, mortgage, security agreement, pledge or instrument of any type in respect of such collateral, the Collateral Agent, in its sole discretion, shall select which provision or provisions of this Agreement shall control.

(e) The Collateral Agent may rely on advice of counsel as to whether any or all UCC financing statements of the Pledgors need to be amended as a result of any of the changes described in Section 4.10 hereof. If any Pledgor fails to provide information to the Collateral Agent about such changes as required in Section 4.10, the Collateral Agent shall not be liable or responsible to any Secured Party for any failure to maintain a perfected security interest in such Pledgor’s property constituting Pledged Collateral, for which the Collateral Agent needed to have information relating to such changes. The Collateral Agent shall have no duty to inquire about such changes if any Pledgor does not inform the Collateral Agent of such changes in accordance with Section 4.10, the Secured Parties acknowledging and agreeing that it would not be feasible or practical for the Collateral Agent to search for information on such changes if such information is not provided by any Pledgor.

SECTION 11.2. Collateral Agent May Perform; Collateral Agent Appointed Attorney-in-Fact. If any Pledgor shall fail to perform any covenants contained in this Agreement (including such Pledgor’s covenants to (i) pay the premiums in respect of all required insurance policies hereunder, (ii) pay and discharge any taxes, assessments and special assessments, levies, fees and governmental charges imposed upon or assessed against, and landlords’, carriers’, mechanics’, workmen’s, repairmen’s, laborers’, materialmen’s, suppliers’ and warehousemen’s Liens and other claims arising by operation of law against, all or any portion of the Pledged Collateral, (iii) make repairs, (iv) discharge Liens or (v) pay or perform any obligations of such Pledgor under any Pledged Collateral) or if any representation or warranty on the part of any Pledgor contained herein shall be breached, the Collateral Agent may (but shall not be obligated to) during the continuance of any Event of Default and after the delivery of written notice from the Collateral Agent to the Borrower, do the same or cause it to be done or remedy any such breach, and may expend funds for such purpose; provided, however, that the Collateral Agent shall in no event be bound to inquire into the validity of any tax, Lien, imposition or other obligation which such Pledgor fails

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to pay or perform as and when required hereby and which such Pledgor does not contest in accordance with the provisions of the Credit Agreement. Any and all amounts so expended by the Collateral Agent shall be paid by the Pledgors in accordance with the provisions of Section 10.04 of the Credit Agreement. Neither the provisions of this Section 11.2 nor any action taken by the Collateral Agent pursuant to the provisions of this Section 11.2 shall prevent any such failure to observe any covenant contained in this Agreement nor any breach of representation or warranty from constituting an Event of Default. Each Pledgor hereby appoints the Collateral Agent its attorney-in-fact during the continuance of an Event of Default and after notice to the Borrower by the Collateral Agent of its intent to exercise such rights (except in the case of an Event of Default under Section 8.01(f) of the Credit Agreement, in which case no such notice shall be required), with full power and authority in the place and stead of such Pledgor and in the name of such Pledgor, to take any action and to execute any instrument consistent with the terms of the Credit Agreement, this Agreement and the other Collateral Documents which the Collateral Agent may deem necessary or reasonably advisable to accomplish the purposes hereof (but the Collateral Agent shall not be obligated to and shall have no liability to such Pledgor or any third party for failure to so do or take action). The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for the term hereof.

SECTION 11.3. Continuing Security Interest; Assignment. This Agreement shall create a continuing security interest in the Pledged Collateral and shall (i) be binding upon the Pledgors, their respective successors and assigns and (ii) inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Collateral Agent and the other Secured Parties and each of their respective successors and permitted assigns. No other persons (including any other creditor of any Pledgor) shall have any interest herein or any right or benefit with respect hereto. Each of the Pledgors agrees that its obligations hereunder and the security interest created hereunder shall continue to be effective or be reinstated, as applicable, if at any time payment, or any part thereof, of all or any part of the Secured Obligations is rescinded or must otherwise be restored by the Secured Party upon the bankruptcy or reorganization of any Pledgor or otherwise.

SECTION 11.4. Termination; Release.

(a) The Pledged Collateral and the Secured Obligations of any Pledgor shall be released from the Lien of this Agreement in accordance with the provisions of the Credit Agreement, including Section 9.11 of the Credit Agreement. Furthermore, when all the Secured Obligations have been paid in full (other than (A) contingent obligations not then due and payable and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements) and the Commitments of the Lenders to make any Loan or to issue any Letter of Credit under the Credit Agreement shall have expired or been sooner terminated and all Letters of Credit have been terminated or Cash Collateralized, this Agreement shall terminate. Upon termination of this Agreement the Pledged Collateral shall be automatically released from the Lien of this Agreement. Upon the sale or disposition of any Pledged Collateral pursuant to a transaction permitted under the Credit Agreement (other than any sale or disposition to another Pledgor), such Pledged Collateral shall be automatically released from the Lien of this Agreement. Upon such release or any release of Pledged Collateral or any part thereof in accordance with the provisions of the Credit Agreement, the Collateral Agent shall, upon the request and at the sole cost and expense of the Pledgors, assign, transfer and deliver to Pledgor, against receipt and without recourse to or warranty by the Collateral Agent except as to the fact that the Collateral Agent has not encumbered the released assets, such of the Pledged Collateral or any part thereof to be released (in the case of a release) as may be in possession of the Collateral Agent and as shall not have been sold or otherwise applied pursuant to the terms hereof, and, with respect to any other Pledged Collateral, proper documents and instruments (including UCC-3 termination financing statements or releases, or other documentation as such Pledgor shall reasonably request) acknowledging the termination hereof or the release of such Pledged Collateral, as the case may be.

(b) If any Pledgor becomes an Excluded Subsidiary or otherwise ceases to be a Guarantor in accordance with the provisions of the Credit Agreement, the Collateral Agent will, at the Borrower’s expense and upon receipt of any certifications reasonably requested by the Collateral Agent in connection therewith and in accordance with the terms of the Credit Agreement, execute and deliver to the applicable Pledgor such documents as such Pledgor may reasonably request to evidence the release of such Pledgor from the assignment and security interest granted hereunder and from its obligations hereunder.

-24-

SECTION 11.5. Modification in Writing. No amendment, modification, supplement, termination or waiver of or to any provision hereof, nor consent to any departure by any Pledgor therefrom, shall be effective unless the same shall be made in accordance with the terms of the Credit Agreement and unless in writing and signed by the Collateral Agent. Any amendment, modification or supplement of or to any provision hereof, any waiver of any provision hereof and any consent to any departure by any Pledgor from the terms of any provision hereof in each case shall be effective only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement or any other document evidencing the Secured Obligations, no notice to or demand on any Pledgor in any case shall entitle any Pledgor to any other or further notice or demand in similar or other circumstances.

SECTION 11.6. Notices. Unless otherwise provided herein or in the Credit Agreement, any notice or other communication herein required or permitted to be given shall be given in the manner and become effective as set forth in the Credit Agreement, as to any Pledgor, addressed to it at the address of the Borrower set forth in the Credit Agreement and as to the Collateral Agent, addressed to it at the address set forth in the Credit Agreement, or in each case at such other address as shall be designated by such party in a written notice to the other party complying as to delivery with the terms of this Section 11.6.

SECTION 11.7. Governing Law, Consent to Jurisdiction and Service of Process; Waiver of Jury Trial. Sections 10.15, 10.16 and 10.22 of the Credit Agreement are incorporated herein, mutatis mutandis, as if a part hereof.

SECTION 11.8. Severability of Provisions. Any provision hereof which is invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without invalidating the remaining provisions hereof or affecting the validity, legality or enforceability of such provision in any other jurisdiction.

SECTION 11.9. Execution in Counterparts. This Agreement and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all such counterparts together shall constitute one and the same agreement. Delivery of any executed counterpart of a signature page of this Agreement by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement.

SECTION 11.10. Business Days. In the event any time period or any date provided in this Agreement ends or falls on a day other than a Business Day, then such time period shall be deemed to end and such date shall be deemed to fall on the next succeeding Business Day, and performance herein may be made on such Business Day, with the same force and effect as if made on such other day.

-25-

SECTION 11.11. No Credit for Payment of Taxes or Imposition. Such Pledgor shall not be entitled to any credit against the principal, premium, if any, or interest payable under the Credit Agreement, and such Pledgor shall not be entitled to any credit against any other sums which may become payable under the terms thereof or hereof, by reason of the payment of any Tax on the Pledged Collateral or any part thereof.

SECTION 11.12. No Claims Against Collateral Agent. Nothing contained in this Agreement shall constitute any consent or request by the Collateral Agent, express or implied, for the performance of any labor or services or the furnishing of any materials or other property in respect of the Pledged Collateral or any part thereof, nor as giving any Pledgor any right, power or authority to contract for or permit the performance of any labor or services or the furnishing of any materials or other property in such fashion as would permit the making of any claim against the Collateral Agent in respect thereof or any claim that any Lien based on the performance of such labor or services or the furnishing of any such materials or other property is prior to the Lien hereof.

SECTION 11.13. No Release. Nothing set forth in this Agreement or any other Loan Document, nor the exercise by the Collateral Agent of any of the rights or remedies hereunder, shall relieve any Pledgor from the performance of any term, covenant, condition or agreement on such Pledgor’s part to be performed or observed under or in respect of any of the Pledged Collateral or from any liability to any person under or in respect of any of the Pledged Collateral or shall impose any obligation on the Collateral Agent or any other Secured Party to perform or observe any such term, covenant, condition or agreement on such Pledgor’s part to be so performed or observed or shall impose any liability on the Collateral Agent or any other Secured Party for any act or omission on the part of such Pledgor relating thereto or for any breach of any representation or warranty on the part of such Pledgor contained in this Agreement, the Credit Agreement or the other Loan Documents, or under or in respect of the Pledged Collateral or made in connection herewith or therewith. Anything herein to the contrary notwithstanding, neither the Collateral Agent nor any other Secured Party shall have any obligation or liability under any contracts, agreements and other documents included in the Pledged Collateral by reason of this Agreement, nor shall the Collateral Agent or any other Secured Party be obligated to perform any of the obligations or duties of any Pledgor thereunder or to take any action to collect or enforce any such contract, agreement or other document included in the Pledged Collateral hereunder. The obligations of each Pledgor contained in this Section 11.13 shall survive the termination hereof and the discharge of such Pledgor’s other obligations under this Agreement, the Credit Agreement and the other Loan Documents.

SECTION 11.14. Obligations Absolute. All obligations of each Pledgor hereunder shall be absolute and unconditional irrespective of:

(i) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or the like of any other Pledgor;

(ii) any lack of validity or enforceability of the Credit Agreement, any Secured Hedging Agreement, any Secured Cash Management Agreement or any other Loan Document, or any other agreement or instrument relating thereto;

(iii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any

-26-

departure from the Credit Agreement, any Secured Hedging Agreement, any Secured Cash Management Agreement or any other Loan Document or any other agreement or instrument relating thereto;

(iv) any pledge, exchange, release or non-perfection of any other collateral, or any release or amendment or waiver of or consent to any departure from any guarantee, for all or any of the Secured Obligations;

(v) any exercise, non-exercise or waiver of any right, remedy, power or privilege under or in respect hereof, the Credit Agreement, any Secured Hedging Agreement, any Secured Cash Management Agreement or any other Loan Document except as specifically set forth in a waiver granted pursuant to the provisions of Section 11.5 hereof; or

(vi) any other circumstances which might otherwise constitute a defense available to, or a discharge of, any Pledgor (other than payment in full of the Secured Obligations (other than (A) contingent obligations not then due and payable and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements)).

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]

-27-

IN WITNESS WHEREOF, each Pledgor and the Collateral Agent have caused this Agreement to be duly executed and delivered by their duly authorized officers as of the date first above written.

SOULCYCLE HOLDINGS, LLC,
as Pledgor
By:	/s/ Larry M. Segall
	Name: Larry M. Segall
	Title: Executive Vice President and Chief Financial Officer
SOULCYCLE INTERMEDIATE HOLDINGS LLC,
as Pledgor
By:	/s/ Larry M. Segall
	Name: Larry M. Segall
	Title: Manager

S-1

SOULCYCLE, LLC

SOULCYCLE TRIBECA, LLC

SOULCYCLE BRIDGEHAMPTON, LLC

SOULCYCLE EAST 83RD STREET, LLC

SOULCYCLE SCARSDALE LLC

SOULCYCLE 350 AMSTERDAM, LLC

SOULCYCLE EAST 18TH STREET, LLC

SOULCYCLE POP UP, LLC

SOULCYCLE ROSLYN, LLC

SOULCYCLE EAST HAMPTON, LLC

SOULCYCLE EAST 63RD STREET, LLC

SOULCYCLE WEST HOLLYWOOD, LLC

SOULCYCLE BRENTWOOD, LLC

SOULCYCLE GREENWICH, LLC

SOULCYCLE SANTA MONICA, LLC

SOULCYCLE 384 LAFAYETTE STREET, LLC

SOULCYCLE GREENWICH STREET, LLC

SOULCYCLE EQUIPMENT, LLC

SOULCYCLE 45 CROSBY STREET, LLC

SOULCYCLE WEST 19TH STREET, LLC

SOULCYCLE RYE BROOK, LLC

SOULCYCLE KENT AVENUE, LLC

SOULCYCLE 2095 UNION STREET, LLC

SOULCYCLE LARKSPUR, LLC

SOULCYCLE BEVERLY HILLS, LLC

SOULCYCLE PALO ALTO, LLC

SOULCYCLE SHORT HILLS, LLC

SOULCYCLE WOODBURY, LLC

SOULCYCLE CHESTNUT HILL, LLC

SOULCYCLE WATER MILL, LLC

SOULCYCLE MALIBU, LLC

SOULCYCLE M STREET, LLC

SOULCYCLE BRONXVILLE, LLC

SOULCYCLE WESTPORT, LLC

SOULCYCLE PASADENA, LLC

SOULCYCLE 6200 HOLLYWOOD, LLC

SOULCYCLE MAIDEN LANE, LLC

SOULCYCLE NEWPORT BEACH, LLC

SOULCYCLE 27TH STREET, LLC

SOULCYCLE BETHESDA, LLC

SOULCYCLE 2465 BROADWAY, LLC

SOULCYCLE MERRICK PARK, LLC

SOULCYCLE 75 FIRST STREET, LLC

SOULCYCLE N. WELLS STREET, LLC

SOULCYCLE EL SEGUNDO, LLC

SOULCYCLE W. WACKER LLC

S-2

SOULCYCLE CASTRO STREET, LLC
SOULCYCLE BRYANT PARK, LLC
SOULCYCLE 601 MASS AV DC, LLC
SOULCYCLE EAST 54TH STREET, LLC
SOULCYCLE WEST COAST OFFICE, LLC
SOULCYCLE 210 JORALEMON STREET, LLC
SOULCYCLE MONTAUK, LLC
SOULCYCLE FLATBUSH BK, LLC
SOULCYCLE 1042 WISCONSIN, LLC
SOULCYCLE 1935 14TH DC, LLC
SOULCYCLE CULVER CITY, LLC
SOULCYCLE 2377 COLLINS, LLC
SOULCYCLE SOUTHPORT, LLC
SOULCYCLE 500 BOYLSTON BACK BAY, LLC, as Pledgor
By:	/s/ Larry M. Segall
	Name: Larry M. Segall
	Title: Executive Vice President and Chief Financial Officer

S-3

BANK OF AMERICA, N.A.,
as Collateral Agent
By:	/s/ Tiffany Shin
	Name: Tiffany Shin
	Title: Assistant Vice President

S-4

EXHIBIT 1

[Form of]

ISSUER’S ACKNOWLEDGMENT

The undersigned hereby (i) acknowledges receipt of the Security Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement;” capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement), dated as of May 15, 2015, made by SOULCYCLE HOLDINGS, LLC, a Delaware limited liability company (that, on the Closing Date or shortly thereafter, will be converted to a Delaware corporation) (the “Borrower”), the Guarantors party thereto and BANK OF AMERICA, N.A., as collateral agent (in such capacity and together with any successors in such capacity, the “Collateral Agent”), (ii) agrees promptly to note on its books the security interests granted to the Collateral Agent and confirmed under the Security Agreement, (iii) agrees that it will comply with instructions of the Collateral Agent with respect to the applicable Pledged Securities (including all Equity Interests of the undersigned) without further consent by the applicable Pledgor, (iv) agrees to notify the Collateral Agent upon obtaining knowledge of any interest in favor of any person in the applicable Pledged Securities that is adverse to the interest of the Collateral Agent therein and (v) waives any right or requirement at any time hereafter to receive a copy of the Security Agreement in connection with the registration of any Pledged Securities thereunder in the name of the Collateral Agent or its nominee or the exercise of voting rights by the Collateral Agent or its nominee.

[                                         ]
By:
	Name:
	Title:

EXHIBIT 1

EXHIBIT 2

[Form of]

PERFECTION CERTIFICATE

Reference is hereby made to (i) that certain Security Agreement dated as of May 15, 2015 (the “Security Agreement”), among SoulCycle Holdings, LLC, a Delaware limited liability company (“Borrower”), SoulCycle Intermediate Holdings LLC, a Delaware limited liability company (“Holdings”), the other grantors party thereto (collectively, the “Grantors”) Bank of America, N.A., as collateral agent (the “Collateral Agent”) and (ii) that certain Credit Agreement dated as of May 15, 2015 (the “Credit Agreement”) among Borrower, Holdings, the guarantors party thereto, certain other parties thereto and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and Collateral Agent. Capitalized terms used but not defined herein have the meanings assigned in the Credit Agreement.

As used herein, the term “Companies” means Holdings, Borrower and each other Guarantor (each a “Company”).

The undersigned hereby certify to the Collateral Agent as follows:

1. Names.

(a) The exact legal name of each Company, as such name appears in its respective certificate of incorporation or any other organizational document, is set forth in Schedule 1(a). Each Company is (i) the type of entity disclosed next to its name in Schedule 1(a) and (ii) a registered organization except to the extent disclosed in Schedule 1(a). Also set forth in Schedule 1(a) is the organizational identification number, if any, of each Company that is a registered organization, the Federal Taxpayer Identification Number of each Company and the jurisdiction of formation of each Company.

(b) Set forth in Schedule 1(b) hereto is a list of any other corporate or organizational names each Company has had in the past five years, together with the date of the relevant change.

(c) Set forth in Schedule 1(c) is a list of all other names used by each Company, or any other business or organization to which each Company became the successor by merger, consolidation, acquisition, change in form, nature or jurisdiction of organization or otherwise, on any filings with the Internal Revenue Service at any time within the five years preceding the date hereof. Except as set forth on Schedule 1(c), no Company has changed its jurisdiction of organization at any time during the past four months.

2. Current Locations. The chief executive office of each Company is located at the address set forth in Schedule 2 hereto.

3. Extraordinary Transactions. Except for those purchases, acquisitions and other transactions described in Schedule 3 attached hereto, all of the Collateral purchased, acquired or originated (as applicable) within five years of the date hereof and with a value in excess of $5,000,000 has been originated by each Company in the ordinary course of business or consists of goods which have been acquired by such Company in the ordinary course of business from a person in the business of selling goods of that kind.

4. File Search Reports. Attached hereto as Schedule 4 is a true and accurate summary of file search reports from the Uniform Commercial Code filing offices (i) in each jurisdiction identified in

EXHIBIT 2

Section 1(a) or Section 2 with respect to each legal name set forth in Section 1 and (ii) in each jurisdiction described in Schedule 1(c) or Schedule 3 relating to any of the transactions described in Schedule (1)(c) or Schedule 3 with respect to each legal name of the person or entity from which each Company purchased or otherwise acquired any of the Collateral.

5. UCC Filings. The financing statements (duly authorized by each Company constituting the debtor therein), including the indications of the collateral, attached as Schedule 5 relating to the Security Agreement or the applicable Mortgage, are in the appropriate forms for filing in the filing offices in the jurisdictions identified in Schedule 6 hereof.

6. Schedule of Filings. Attached hereto as Schedule 6 is a schedule of (i) the appropriate filing offices for the financing statements attached hereto as Schedule 5, (ii) the appropriate filing offices for the filings described in Schedule 11(c) and (iii) the appropriate filing offices for the Mortgages and fixture filings relating to the Mortgaged Property set forth in Schedule 7.

7. Real Property. Attached hereto as Schedule 7 is a list of all Material Real Property as of the Closing Date, each of which is to be encumbered by a Mortgage and fixture filing (the “Mortgaged Property”). The Mortgages delivered, if any, as of the date hereof are in the appropriate form for filing in the filing offices in the jurisdictions identified in Schedule 6.

8. Termination Statements. Attached hereto as Schedule 8(a) are the duly authorized termination statements in the appropriate form for filing in each applicable jurisdiction identified in Schedule 8(b) hereto with respect to each Lien described therein.

9. Stock Ownership and Other Equity Interests. Attached hereto as Schedule 9(a) is a true and correct list of each of all of the authorized, and the issued and outstanding, stock, partnership interests, limited liability company membership interests or other equity interest of each Company and the Restricted Subsidiaries and the record and beneficial owners of such stock, partnership interests, membership interests or other equity interests setting forth the percentage of such equity interests pledged under the Security Agreement. Also set forth in Schedule 9(b) is each equity investment of each Company that represents 50% or less of the equity of the entity in which such investment was made setting forth the percentage of such equity interests pledged under the Security Agreement.

10. Instruments and Tangible Chattel Paper. Attached hereto as Schedule 10 is a true and correct list of all promissory notes, instruments (other than checks to be deposited in the ordinary course of business), tangible chattel paper, electronic chattel paper and other evidence of indebtedness held by each Company as of the date hereof with a value in excess of $2,500,000, including all intercompany notes between or among any two or more Companies or any of their Subsidiaries, stating if such instruments, chattel paper or other evidence of indebtedness is pledged under the Security Agreement.

11. Intellectual Property. (a) Attached hereto as Schedule 11(a) is a schedule setting forth all of each Company’s domestic Patents and Trademarks (each as defined in the Security Agreement) applied for or registered with the United States Patent and Trademark Office, and all other domestic Patents and Trademarks (each as defined in the Security Agreement), including the name of the registered owner or applicant and the registration, application, or publication number, as applicable, of each Patent or Trademark owned by each Company.

(b) Attached hereto as Schedule 11(b) is a schedule setting forth all of each Company’s United States Copyrights (each as defined in the Security Agreement), and all other Copyrights, including the name of the registered owner and the registration number of each Copyright owned by each Company.

EXHIBIT 2-2

(c) Attached hereto as Schedule 11(c) is a schedule setting forth all material, non-ordinary course Patent Licenses, Trademark Licenses and Copyright Licenses, whether or not recorded with the USPTO or USCO, as applicable, including, but not limited to, the relevant signatory parties to each license along with the date of execution thereof and, if applicable, a recordation number or other such evidence of recordation.

(d) Attached hereto as Schedule 11(d) in proper form for filing with the United States Patent and Trademark Office (the “USPTO”) and United States Copyright Office (the “USCO”) are the filings necessary to preserve, protect and perfect the security interests in the United States Trademarks, Trademark Licenses, Patents, Patent Licenses, Copyrights and Copyright Licenses set forth in Schedule 11(a), Schedule 11(b), and Schedule 11(c), including duly signed copies of each Patent Security Agreement, each Trademark Security Agreement and each Copyright Security Agreement, as applicable.

12. Commercial Tort Claims. Attached hereto as Schedule 12 is a true and correct list of all Commercial Tort Claims (as defined in the Security Agreement) held by each Company, including a brief description thereof, other than Commercial Tort Claims that, in the reasonable determination of the Borrower, are not expected to result in a judgment in excess of $2,500,000.

13. [Reserved].

14. [Reserved].

15. [Reserved].

16. Insurance. Attached hereto as Schedule 16 is a copy of the insurance certificate with a true and correct list of all insurance policies of the Companies.¹

[The Remainder of this Page has been intentionally left blank]

¹  Evidence of flood insurance must be included with respect to each improved Mortgaged Property located in a Special Flood Hazard Area if flood insurance has been made available through the National Flood Insurance Program.

EXHIBIT 2-3

IN WITNESS WHEREOF, we have hereunto signed this Perfection Certificate as of the date first written above.

SOULCYCLE HOLDINGS, LLC
By:
	Name:
	Title:

EXHIBIT 2-4

SOULCYCLE INTERMEDIATE HOLDINGS LLC
By:
	Name:
	Title:

EXHIBIT 2-5

SOULCYCLE, LLC

SOULCYCLE TRIBECA, LLC

SOULCYCLE BRIDGEHAMPTON, LLC

SOULCYCLE EAST 83^RD STREET, LLC

SOULCYCLE SCARSDALE LLC

SOULCYCLE 350 AMSTERDAM, LLC

SOULCYCLE EAST 18^TH STREET, LLC

SOULCYCLE POP UP, LLC

SOULCYCLE ROSLYN, LLC

SOULCYCLE EAST HAMPTON, LLC

SOULCYCLE EAST 63^RD STREET, LLC

SOULCYCLE WEST HOLLYWOOD, LLC

SOULCYCLE BRENTWOOD, LLC

SOULCYCLE GREENWICH, LLC

SOULCYCLE SANTA MONICA, LLC

SOULCYCLE 384 LAFAYETTE STREET, LLC

SOULCYCLE GREENWICH STREET, LLC

SOULCYCLE EQUIPMENT, LLC

SOULCYCLE 45 CROSBY STREET, LLC

SOULCYCLE WEST 19^TH STREET, LLC

SOULCYCLE RYE BROOK, LLC

SOULCYCLE KENT AVENUE, LLC

SOULCYCLE 2095 UNION STREET, LLC

SOULCYCLE LARKSPUR, LLC

SOULCYCLE BEVERLY HILLS, LLC

SOULCYCLE PALO ALTO, LLC

SOULCYCLE SHORT HILLS, LLC

SOULCYCLE WOODBURY, LLC

SOULCYCLE CHESTNUT HILL, LLC

SOULCYCLE WATER MILL, LLC

SOULCYCLE MALIBU, LLC

SOULCYCLE M STREET, LLC

SOULCYCLE BRONXVILLE, LLC

SOULCYCLE WESTPORT, LLC

SOULCYCLE PASADENA, LLC

SOULCYCLE 6200 HOLLYWOOD, LLC

SOULCYCLE MAIDEN LANE, LLC

SOULCYCLE NEWPORT BEACH, LLC

SOULCYCLE 27^TH STREET, LLC

SOULCYCLE BETHESDA, LLC

SOULCYCLE 2465 BROADWAY, LLC

SOULCYCLE MERRICK PARK, LLC

SOULCYCLE 75 FIRST STREET, LLC

SOULCYCLE N. WELLS STREET, LLC

SOULCYCLE EL SEGUNDO, LLC

SOULCYCLE W. WACKER LLC

SOULCYCLE CASTRO STREET, LLC

SOULCYCLE BRYANT PARK, LLC

SOULCYCLE 601 MASS AV DC, LLC

EXHIBIT 2-6

SOULCYCLE EAST 54^TH STREET, LLC

SOULCYCLE WEST COAST OFFICE, LLC

SOULCYCLE 210 JORALEMON STREET, LLC

SOULCYCLE MONTAUK, LLC

SOULCYCLE FLATBUSH BK, LLC

SOULCYCLE 1042 WISCONSIN, LLC

SOULCYCLE 1935 14^TH DC, LLC

SOULCYCLE CULVER CITY, LLC

SOULCYCLE 2377 COLLINS, LLC

SOULCYCLE SOUTHPORT, LLC

SOULCYCLE 500 BOYLSTON BACK BAY, LLC

By:
	Name:
	Title:

EXHIBIT 2-7

Schedules to Perfection Certificate

Schedule 1(a)

Legal Names, Etc.

EXHIBIT 2-8

Schedule 1(b)

Prior Organizational Names

EXHIBIT 2-9

Schedule 1(c)

Other Company Names

EXHIBIT 2-10

Schedule 2

Chief Executive Office

EXHIBIT 2-11

Schedule 3

Transactions Other Than in the Ordinary Course of Business

EXHIBIT 2-12

Schedule 4

File Search Reports

EXHIBIT 2-13

Schedule 5

Financing Statements

EXHIBIT 2-14

Schedule 6

Filings/Filing Offices

EXHIBIT 2-15

Schedule 7

Material Real Property

EXHIBIT 2-16

Schedule 8(a)

Termination Statements

EXHIBIT 2-17

Schedule 8(b)

Termination Statement Filings

EXHIBIT 2-18

Schedule 9(a)

Equity Interests

EXHIBIT 2-19

Schedule 9(b)

Other Equity Investments

EXHIBIT 2-20

Schedule 10

Material Debt Instruments

EXHIBIT 2-21

Schedule 11(a)

Patents and Trademarks

EXHIBIT 2-22

Schedule 11(b)

Copyrights

EXHIBIT 2-23

Schedule 11(c)

Intellectual Property Licenses

EXHIBIT 2-24

Schedule 11(d)

Intellectual Property Filings

EXHIBIT 2-25

Schedule 12

Commercial Tort Claims

EXHIBIT 2-26

Schedule 16

Insurance

EXHIBIT 2-27

EXHIBIT 3

[Form of]

JOINDER AGREEMENT

[Name of New Pledgor]

[Address of New Pledgor]

[Date]

Ladies and Gentlemen:

Reference is made to the Security Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement;” capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Security Agreement), dated as of May 15, 2015, made by SOULCYCLE HOLDINGS, LLC, a Delaware limited liability company (that, on the Closing Date or shortly thereafter, will be converted to a Delaware corporation) (the “Borrower”), the Guarantors party thereto and BANK OF AMERICA, N.A., as collateral agent (in such capacity and together with any successors in such capacity, the “Collateral Agent”).

This Joinder Agreement supplements the Security Agreement and is delivered by the undersigned, [                    ] (the “New Pledgor”), pursuant to Section 3.5 of the Security Agreement. The New Pledgor hereby agrees to be bound as a Pledgor party to the Security Agreement by all of the terms, covenants and conditions set forth in the Security Agreement to the same extent that it would have been bound if it had been a signatory to the Security Agreement on the date of the Security Agreement. The New Pledgor also hereby agrees to be bound as a party by all of the terms, covenants and conditions applicable to it set forth in the Credit Agreement to the same extent that it would have been bound if it had been a signatory to the Credit Agreement on the execution date of the Credit Agreement. Without limiting the generality of the foregoing, the New Pledgor hereby grants and pledges to the Collateral Agent, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, a Lien on and security interest in, all of its right, title and interest in, to and under the Pledged Collateral and expressly assumes all obligations and liabilities of a Pledgor thereunder. The New Pledgor hereby makes each of the representations and warranties and agrees to each of the covenants applicable to the Pledgors contained in the Security Agreement and the Credit Agreement.

EXHIBIT 3

Annexed hereto are supplements to each of the schedules to the Security Agreement and the Credit Agreement, as applicable, with respect to the New Pledgor. Such supplements shall be deemed to be part of the Security Agreement or the Credit Agreement, as applicable.

This Joinder Agreement and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all such counterparts together shall constitute one and the same agreement.

THIS JOINDER AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

EXHIBIT 3-2

IN WITNESS WHEREOF, the New Pledgor has caused this Joinder Agreement to be executed and delivered by its duly authorized officer as of the date first above written.

[NEW PLEDGOR]
By:
	Name:
	Title:

EXHIBIT 3-3

AGREED TO AND ACCEPTED:
BANK OF AMERICA, N.A., as Collateral Agent
By:
	Name:
	Title:

[Schedules to be attached]

EXHIBIT 3-4

EXHIBIT 4

[Form of]

Copyright Security Agreement

Copyright Security Agreement, dated as of [                    ], by [                    ] and [                    ] (individually, a “Pledgor”, and, collectively, the “Pledgors”), in favor of BANK OF AMERICA, N.A., in its capacity as collateral agent pursuant to the Credit Agreement (in such capacity, the “Collateral Agent”).

W I T N E S S E T H:

WHEREAS, the Pledgors are party to a Security Agreement dated as of May 15, 2015 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”) in favor of the Collateral Agent pursuant to which the Pledgors are required to execute and deliver this Copyright Security Agreement;

Now, Therefore, in consideration of the premises and to induce the Collateral Agent, for the benefit of the Secured Parties, to enter into the Credit Agreement, the Pledgors hereby agree with the Collateral Agent as follows:

SECTION 1. Defined Terms. Unless otherwise defined herein, terms defined in the Security Agreement and used herein have the meaning given to them in the Security Agreement.

SECTION 2. Grant of Security Interest in Copyright Collateral. Each Pledgor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties a lien on and security interest in and to all of its right, title and interest in, to and under all the following Pledged Collateral of such Pledgor:

(a) Copyrights of such Pledgor listed on Schedule I attached hereto; and

(b) all Proceeds of any and all of the foregoing (other than Excluded Assets).

SECTION 3. Security Agreement. The security interest granted pursuant to this Copyright Security Agreement is granted in conjunction with the security interest granted to the Collateral Agent pursuant to the Security Agreement and Pledgors hereby acknowledge and affirm that the rights and remedies of the Collateral Agent with respect to the security interest in the Copyrights made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event that any provision of this Copyright Security Agreement is deemed to conflict with the Security Agreement, the provisions of the Security Agreement shall control unless the Collateral Agent shall otherwise determine.

SECTION 4. Termination. Upon the payment in full of the Secured Obligations (other than (A) contingent obligations not then due and payable and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements) and termination of the Security Agreement,

EXHIBIT 4

the Collateral Agent shall execute, acknowledge, and deliver to the Pledgors an instrument in writing in recordable form releasing the collateral pledge, grant, assignment, lien and security interest in the Copyrights under this Copyright Security Agreement.

SECTION 5. Counterparts. This Copyright Security Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Copyright Security Agreement by signing and delivering one or more counterparts.

SECTION 6. Governing Law. This Copyright Security Agreement and the transactions contemplated hereby, and all disputes between the parties under or relating to this Copyright Security Agreement or the facts or circumstances leading to its execution, whether in contract, tort or otherwise, shall be construed in accordance with and governed by the laws (including statutes of limitation) of the State of New York.

[signature page follows]

EXHIBIT 4-2

IN WITNESS WHEREOF, each Pledgor has caused this Copyright Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.

Very truly yours,
[PLEDGORS]
By:
	Name:
	Title:

EXHIBIT 4-3

Accepted and Agreed:
BANK OF AMERICA, N.A., as Collateral Agent
By:
	Name:
	Title:

EXHIBIT 4-4

SCHEDULE I

to

COPYRIGHT SECURITY AGREEMENT

COPYRIGHT REGISTRATIONS AND COPYRIGHT APPLICATIONS

Copyright Registrations:

OWNER REGISTRATION NUMBER TITLE

Copyright Applications:

OWNER TITLE

EXHIBIT 4-5

EXHIBIT 5

[Form of]

Patent Security Agreement

Patent Security Agreement, dated as of [                    ], by [                    ] and [                    ] (individually, a “Pledgor”, and, collectively, the “Pledgors”), in favor of BANK OF AMERICA, N.A., in its capacity as collateral agent pursuant to the Credit Agreement (in such capacity, the “Collateral Agent”).

W I T N E S S E T H:

WHEREAS, the Pledgors are party to a Security Agreement dated as of May 15, 2015 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”) in favor of the Collateral Agent pursuant to which the Pledgors are required to execute and deliver this Patent Security Agreement;

Now, Therefore, in consideration of the premises and to induce the Collateral Agent, for the benefit of the Secured Parties, to enter into the Credit Agreement, the Pledgors hereby agree with the Collateral Agent as follows:

SECTION 1. Defined Terms. Unless otherwise defined herein, terms defined in the Security Agreement and used herein have the meaning given to them in the Security Agreement.

SECTION 2. Grant of Security Interest in Patent Collateral. Each Pledgor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties a lien on and security interest in and to all of its right, title and interest in, to and under all the following Pledged Collateral of such Pledgor:

(a) Patents of such Pledgor listed on Schedule I attached hereto; and

(b) all Proceeds of any and all of the foregoing (other than Excluded Assets).

SECTION 3. Security Agreement. The security interest granted pursuant to this Patent Security Agreement is granted in conjunction with the security interest granted to the Collateral Agent pursuant to the Security Agreement and Pledgors hereby acknowledge and affirm that the rights and remedies of the Collateral Agent with respect to the security interest in the Patents made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event that any provision of this Patent Security Agreement is deemed to conflict with the Security Agreement, the provisions of the Security Agreement shall control unless the Collateral Agent shall otherwise determine.

EXHIBIT 5

SECTION 4. Termination. Upon the payment in full of the Secured Obligations (other than (A) contingent obligations not then due and payable and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements) and termination of the Security Agreement, the Collateral Agent shall execute, acknowledge, and deliver to the Pledgors an instrument in writing in recordable form releasing the collateral pledge, grant, assignment, lien and security interest in the Patents under this Patent Security Agreement.

SECTION 5. Counterparts. This Patent Security Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Patent Security Agreement by signing and delivering one or more counterparts.

SECTION 6. Governing Law. This Patent Security Agreement and the transactions contemplated hereby, and all disputes between the parties under or relating to this Patent Security Agreement or the facts or circumstances leading to its execution, whether in contract, tort or otherwise, shall be construed in accordance with and governed by the laws (including statutes of limitation) of the State of New York.

[signature page follows]

EXHIBIT 5-2

IN WITNESS WHEREOF, each Pledgor has caused this Patent Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.

Very truly yours,
[PLEDGORS]
By:
	Name:
	Title:

EXHIBIT 5-3

Accepted and Agreed:
BANK OF AMERICA, N.A., as Collateral Agent
By:
	Name:

EXHIBIT 5-4

SCHEDULE I

to

PATENT SECURITY AGREEMENT

PATENT REGISTRATIONS AND PATENT APPLICATIONS

Patent Registrations:

OWNER REGISTRATION NUMBER NAME

Patent Applications:

OWNER APPLICATION NUMBER NAME

EXHIBIT 5-5

EXHIBIT 6

[Form of]

Trademark Security Agreement

Trademark Security Agreement, dated as of [                    ], by [                    ] and [                    ] (individually, a “Pledgor”, and, collectively, the “Pledgors”), in favor of BANK OF AMERICA, N.A., in its capacity as collateral agent pursuant to the Credit Agreement (in such capacity, the “Collateral Agent”).

W I T N E S S E T H:

WHEREAS, the Pledgors are party to a Security Agreement dated as of May 15, 2015 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”) in favor of the Collateral Agent pursuant to which the Pledgors are required to execute and deliver this Trademark Security Agreement;

Now, Therefore, in consideration of the premises and to induce the Collateral Agent, for the benefit of the Secured Parties, to enter into the Credit Agreement, the Pledgors hereby agree with the Collateral Agent as follows:

SECTION 1. Defined Terms. Unless otherwise defined herein, terms defined in the Security Agreement and used herein have the meaning given to them in the Security Agreement.

SECTION 2. Grant of Security Interest in Trademark Collateral. Each Pledgor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties a lien on and security interest in and to all of its right, title and interest in, to and under all the following Pledged Collateral of such Pledgor:

(a) Trademarks of such Pledgor listed on Schedule I attached hereto;

(b) all Goodwill associated with such Trademarks; and

(c) all Proceeds of any and all of the foregoing (other than Excluded Assets).

SECTION 3. Security Agreement. The security interest granted pursuant to this Trademark Security Agreement is granted in conjunction with the security interest granted to the Collateral Agent pursuant to the Security Agreement and Pledgors hereby acknowledge and affirm that the rights and remedies of the Collateral Agent with respect to the security interest in the Trademarks made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event that any provision of this Trademark Security Agreement is deemed to conflict with the Security Agreement, the provisions of the Security Agreement shall control unless the Collateral Agent shall otherwise determine.

EXHIBIT 6

SECTION 4. Termination. Upon the payment in full of the Secured Obligations (other than (A) contingent obligations not then due and payable and (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements) and termination of the Security Agreement, the Collateral Agent shall execute, acknowledge, and deliver to the Pledgors an instrument in writing in recordable form releasing the collateral pledge, grant, assignment, lien and security interest in the Trademarks under this Trademark Security Agreement.

SECTION 5. Counterparts. This Trademark Security Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Trademark Security Agreement by signing and delivering one or more counterparts.

SECTION 6. Governing Law. This Trademark Security Agreement and the transactions contemplated hereby, and all disputes between the parties under or relating to this Trademark Security Agreement or the facts or circumstances leading to its execution, whether in contract, tort or otherwise, shall be construed in accordance with and governed by the laws (including statutes of limitation) of the State of New York.

[signature page follows]

EXHIBIT 6-2

IN WITNESS WHEREOF, each Pledgor has caused this Trademark Security Agreement to be executed and delivered by its duly authorized officer as of the date first set forth above.

Very truly yours,
[PLEDGORS]
By:
	Name:
	Title:

EXHIBIT 6-3

Accepted and Agreed:
BANK OF AMERICA, N.A., as Collateral Agent
By:
	Name:
	Title:

EXHIBIT 6-4

SCHEDULE I

to

TRADEMARK SECURITY AGREEMENT

TRADEMARK REGISTRATIONS AND TRADEMARK APPLICATIONS

Trademark Registrations:

OWNER REGISTRATION NUMBER TRADEMARK

Trademark Applications:

OWNER APPLICATION NUMBER TRADEMARK

EXHIBIT 6-5

EX-10.10

Exhibit 10.10

EXECUTION COPY

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (this “Agreement”) is entered into as of the 6^th day of April, 2015, by and between SoulCycle Holdings, LLC, a Delaware limited liability company (“SoulCycle Holdings”) on behalf of itself and its successor by conversion, SoulCycle Inc., a Delaware corporation (“SoulCycle Inc.”, which, together with SoulCycle Holdings, is referred to herein as the “Company”) and Julie J. Rice (“Employee”).

WHEREAS, Employee has been employed by SoulCycle Holdings as Co-CEO pursuant to the terms of an employment agreement dated May 23, 2011 (the “Prior Employment Agreement”);

WHEREAS, the Prior Employment Agreement was executed as part of a transaction in which Equinox Holdings, Inc. (“EHI”) effectively purchased 75% of the membership interests of SoulCycle Holdings from Employee, Elizabeth P. Cutler (co-founder of the SoulCycle business) and their respective Grantor Retained Annuity Trusts, and entered into the Second Amended and Restated Limited Liability Company Agreement of SoulCycle Holdings LLC providing for the ownership and governance of SoulCycle Holdings, which was subsequently amended and restated into its current form as the Third Amended and Restated Limited Liability Company Agreement;

WHEREAS, SoulCycle Holdings intends to convert from a limited liability company into SoulCycle Inc., a Delaware corporation (the “Conversion”);

WHEREAS, prior to the Conversion, the membership units of SoulCycle Holdings held by the Employee and the Employee Trusts shall be redeemed by SoulCycle Holdings (the “Redemption”) pursuant to that certain Redemption Agreement, of even date herewith, by and among SoulCycle Holdings, EHI, Employee, the Employee Trusts, Elizabeth P. Cutler, and the Cutler Trusts (the “Redemption Agreement”); and

WHEREAS, in connection with the Conversion and the Redemption, the Company and the Employee desire to amend and restate the Prior Employment Agreement, effective as of, and contingent upon, the occurrence of the closing of the Redemption (such closing date, the “Effective Date” hereunder), and until the Effective Date, the Prior Employment Agreement shall continue to govern the Employee’s employment with the Company.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and promises contained herein and for other good and valuable consideration, the sufficiency of which is acknowledged, the Company and Employee hereby agree as follows, effective as of the Effective Date:

1. Continued Employment: Position and Responsibilities.

Upon the terms and subject to the conditions of this Agreement, including the closing of the Redemption, the Company hereby continues to employ Employee, and Employee hereby

1

accepts continued employment with the Company. During the Employment Period (as defined below), Employee shall serve as Co-CEO of the Company until such time as the Board of Directors of the Company (the “Board”) identifies a replacement Chief Executive Officer, after which the Employee shall thereafter serve as the Co-Founder and Chief Talent and Creative Officer of the Company, or such other similar titles as may be mutually agreed to by the Employee and the Board. Employee further agrees to fully support the hiring of the Board’s choice for the replacement Chief Executive Officer. The Employee shall faithfully, diligently, and exclusively perform services on behalf of the Company to the best of her ability during the Employment Period and shall devote her full working time, attention and energies to the business of the Company, its subsidiaries and divisions; provided, however, nothing in this Agreement shall be deemed to preclude the Employee from engaging in charitable, educational, religious, civic and similar types of activities (all of which shall be deemed to benefit the Company) and serving on the board of directors of any business or organization (other than any competitors of the Company or EHI) to the extent they do not interfere with Employee’s obligations hereunder. While Co-CEO, Employee shall report to, and have such duties and responsibilities as designated by, the Board. Following the hiring of a new Chief Executive Officer, Employee will report to and have such duties and responsibilities as designated by the new Chief Executive Officer. The principal place of employment of Employee shall be at the offices of the Company in New York, New York.

2. Term.

This Agreement shall be effective as of the Effective Date and, unless Employee’s employment is terminated sooner pursuant to Section 4 below, shall continue through and including December 31, 2018 (the “Initial Term”). Effective upon the expiration of the Initial Term and of each Additional Term (as defined below), Employee’s employment hereunder shall be deemed to be automatically extended, upon the same terms and conditions as then in effect, for an additional period of one year (each an “Additional Term”), unless at least 30 days prior to the expiration of the Initial Term or Additional Term, either party shall have notified the other party hereto in writing that such extension shall not take effect. The Initial Term and each Additional Term shall be referred to as the “Employment Period”.

3. Compensation: Perquisites and Expenses.

(a) Base Salary. As compensation for the services to be performed by Employee during the Employment Period, the Company shall pay Employee a base salary (the “Base Salary”) at an annualized rate of (i) $618,000 for calendar year 2015, (ii) $636,540 for calendar year 2016, (iii) $655,636 for calendar year 2017 and (iv) $675,305 for calendar year 2018, payable in equal installments on each of the Company’s regular payroll dates for its employees. All Base Salary shall be pro-rated for any partial years based on actual number of days (counting weekends and holidays as days employed) during such year in which Employee was employed divided by 365.

(b) Incentive Bonus.

(i) Certain defined terms.

2

The following capitalized terms that are used in Subsection 3(b)(ii) below, shall have the meanings given to them in this Subsection 3(b)(i):

(1) “Approved Annual Budget” for any calendar year shall mean the annual budget approved by the Board of Directors for such calendar year

(2) “Bonus Percentage” for any calendar year shall be determined as provided in Section 3(b)(ii) hereof.

(3) “Consolidated EBITDA of the Company and its Subsidiaries” for any calendar year shall mean the sum, without duplication, of:

(a) consolidated net income of the Company and its Subsidiaries for such period, which will equal the aggregate net income (or loss) of the Company and its Subsidiaries for such period on a consolidated basis determined in accordance with GAAP, but will exclude therefrom in the case of a successor to the Company by consolidation or merger or as a transferee of the Company’s and its Subsidiaries assets, any net income of the successor corporation prior to such consolidation, merger or transfer of assets; and

(b) to the extent that consolidated net income has thereby been increased or decreased as applicable in the circumstances:

(i) all income and franchise taxes of the Company and its Subsidiaries paid or accrued in accordance with GAAP for such period (but excluding all sales and use taxes and/or income taxes attributable to extraordinary or nonrecurring gains or losses or taxes attributable to sales or dispositions outside the ordinary course of business),

(ii) Consolidated Interest Expense of the Company and its Subsidiaries for such period,

(iii) consolidated non-cash charges for such period comprising Depreciation and amortization less any non-cash items increasing consolidated net income for such period,

(iv) any non-cash compensation charge arising from any grant of shares, options or other equity based awards,

(v) adjustments to GAAP rent to reflect actual rent paid in cash and included in the determination of consolidated net income during such period,

3

(vi) any expenses incurred in connection with the Redemption, the Conversion, the financing contemplated by the Redemption Agreement, and any initial public offering of the Company; and

(vii) all extraordinary items as defined by GAAP incurred or charged during such period.

(4) “Consolidated Interest Expense of the Company and its Subsidiaries” means, for any calendar year, the sum, without duplication, of:

(a) the aggregate of the interest expense, net of interest income, of the Company and its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, and

(b) the interest component of capital lease obligations paid, accrued and/or scheduled to be paid or accrued by the Company and its Subsidiaries during such period as determined on a consolidated basis in accordance with GAAP; provided, that Consolidated Interest Expense for any period shall exclude non-cash amounts attributable to amortization of debt discounts.

(5) “GAAP” means generally accepted accounting principles in the United States as in effect on the date hereof, applied consistently with the manner in which they were applied by the Company and its predecessors.

(6) “Incentive Bonus” has the meaning given such term in Section 3(b)(ii) hereof.

(7) “Percentage of Target EBITDA Achieved” for any calendar year means the percentage equivalent of the ratio of:

Consolidated EBITDA of the Company and its Subsidiaries for that calendar year to

Target EBITDA for such calendar year.

(8) “Target EBITDA” for any calendar year means the EBITDA reflected in the Approved Annual Budget for such calendar year.

4

(ii) Determination of Incentive Bonus Amount. Employee shall be entitled to receive, if earned, a cash incentive bonus (an “Incentive Bonus”) for each calendar year during the Employment Period commencing with the 2015 calendar year in an amount equal to the product of the Bonus Percentage for that calendar year and Employee’s Base Salary for that calendar year. The Bonus Percentage for each calendar year shall be based on the Percentage of Target EBITDA Achieved for that calendar year as follows:

If the Percentage of Target EBITDA Achieved for the calendar year	then the Bonus Percentage for that calendar year shall be:
is less than 90%,	0%.
is equal to or greater than 90% but less than 95%,	40%.
is equal to or greater than 95% but less than 96%,	60%.
is equal to or greater than 96% and less than 100%,	60% + a prorated portion of 40% equal to the ratio of (i) the excess of the Percentage of Target EBITDA Achieved over 95% to (ii) 5%.
is equal to 100%,	100%
is greater than 100%,	100% + 5% for each additional Percentage of Target EBITDA Achieved over 100%, subject to a cap of 110% of Target EBITDA (i.e., equating to a maximum possible Bonus Percentage of 150%)

(iii) The Incentive Bonus for any calendar year shall be paid promptly after audited financial statements for such calendar year are available but in any event no later than March 15^th of the following calendar year. Subject to Section 4(f) and (g), Employee must be actively employed on the date any Incentive Bonus is to be paid in order to be entitled to receive any such bonus.

(c) Benefits. During the Employment Period, Employee shall (subject to the provisions of this Agreement and the Redemption Agreement) be eligible to participate in or receive benefits under the Company’s various employee benefit plans, policies or arrangements which are made available to senior executives of the Company (and which shall be no less favorable than the benefits currently afforded to Employee), and to the extent that employee receives benefits from EHI, such benefits shall be no less favorable to Employee than those afforded to senior executives of EHI and/or any of its other subsidiaries. The Company (including the officers and administrators who have responsibility for administering the plans) retains full discretionary authority to interpret the terms of the plans, as well as full discretionary authority with regard to administrative matters arising in connection with the plans including but not limited to issues concerning benefit eligibility and entitlement. The Company reserves the

5

absolute right to modify, amend or terminate benefits at any time and for any reason, other than with respect to Employee’s individual participation therein as contemplated in this Agreement or the Redemption Agreement. In the determination of eligibility or benefits, the terms of the actual plan documents shall control.

(d) Deductions. To the extent required by law, all salary, bonuses, incentive payments and other compensation paid to Employee shall be less all applicable withholding taxes and lawful deductions.

(e) Expenses. The Company shall promptly reimburse Employee for all reasonable out-of-pocket business expenses incurred by Employee in performing her duties hereunder upon the submission of evidence, reasonably satisfactory to the Company, of the incurrence and purpose of each such expense and otherwise in accordance with the Company’s business travel and expenses policies and procedures now in force or as such policies and procedures may be modified in the future. It is understood and agreed that Employee shall be entitled to fly and be reimbursed for business class airfare on all international airline travel.

(f) Vacation. During the Employment Period, Employee shall be entitled to such number of consecutive paid vacation days and the aggregate number of paid vacation days, as customary for a CEO of a company, with due regard to the successful growth and operation of the Company’s business.

4. Termination Prior to End of Employment Term

Employee’s employment under this Agreement may be terminated prior to the end of the Employment Period under the following circumstances:

(a) Termination Due to Death. Employee’s employment hereunder shall terminate upon Employee’s death.

(b) Termination Due to Disability. Employee’s employment hereunder shall terminate upon Employee becoming “Disabled.” For purposes of this Employment Agreement, “Disabled” shall mean if Employee is physically or mentally incapacitated so as to render Employee incapable of performing the essential functions of the job and such incapacity cannot be reasonably accommodated by the Company without undue hardship, and such incapacity continues for more than one hundred twenty (120) days in any twelve (12) consecutive month period, or for more than ninety (90) consecutive days. Employee’s employment termination hereunder shall be effective upon the date specified in written notice delivered by the Company to Employee pursuant to this Section 4(b).

(c) Termination by the Company for Cause. The Company may terminate immediately and without prior notice Employee’s employment hereunder at any time for Cause. For purposes of this Agreement, the term “Cause” shall mean (i) Employee committing theft or misappropriation of Company property, (ii) Employee’s conviction of, or entering a plea of guilty or nolo contendere, to a crime that constitutes a felony, or (iii) a material breach by Employee of this Agreement (other than Section 1), which, in the case of this clause (iii) only, has not been cured within thirty (30) days of Employee’s receipt of written notice from the Company specifying the nature of the breach. Notwithstanding the foregoing, any act or

6

omission that Employee is permitted to take, or that is otherwise taken by Employee, in the exercise of her rights as a shareholder or member of the Board of the Company that is not otherwise prohibited by the provisions of this Agreement shall not be deemed to constitute Cause hereunder.

(d) Termination by the Company Without Cause. Employee acknowledges that her employment is “at-will”. The Company may terminate Employee’s employment hereunder at any time without Cause by providing Employee with sixty (60) days prior notice of termination.

(e) Termination by Employee. Employee may terminate her employment hereunder (i) for Good Reason (as defined below) by providing the Company with written notice of termination at least sixty (60) days prior to the effective date of such termination or (ii) without Good Reason at any time (it being understood that a termination under this Section 4(e)(ii) shall not be considered a termination for Good Reason). A termination of employment by Employee for “Good Reason” shall mean a termination by Employee of her employment with the Company upon the occurrence of any of the following events and the failure by the Company to correct the circumstances set forth in Employee’s notice of termination within twenty (20) days of such notice (provided, that the Company shall have no cure right with respect to clause (ii) below, provided, further, that the cure period shall be thirty (30) days in the case of clause (iv) below, provided, further, that there shall be no cure period in the case of clause (v) below): (i) the assignment to Employee of duties and responsibilities which are materially different from, and that result in a substantial diminution of, the duties and responsibilities that she has or is to assume on the date hereof pursuant to Section 1, (ii) a reduction in the rate of, or failure to timely pay, Employee’s Base Salary or Incentive Bonus (except for the reductions expressly provided for in this Agreement), (iii) the Company requiring Employee to be based anywhere other than New York, New York (periodic and reasonable business travel shall not be considered basing Employee elsewhere), (iv) a material breach by the Company of this Agreement, the Redemption Agreement or a material breach by the Company or EHI of any other agreements with Employee, or (v) the failure of the Company’s sole incorporator to take the action described in Section 8(d)(ii) of the Redemption Agreement within one (1) business day after the Conversion; provided, however, the resulting diminution of title, duties and responsibilities from the hiring of a replacement CEO pursuant to Section 1 shall not be deemed Good Reason for purposes of clause (i) above.

(f) Termination Other than Without Cause or for Good Reason. In the event of any termination of employment pursuant to this Section 4 other than a termination by the Company without Cause pursuant to Section 4(d) or by Employee for Good Reason pursuant to Section 4(e), Employee shall not be entitled to any additional compensation, severance, separation, termination or other payments or benefits, except (i) as may specifically be set forth in the surviving provisions of the Third Amended and Restated Limited Liability Company Agreement of SoulCycle Holdings, LLC, any agreement evidencing the Conversion and/or the Redemption, or any other agreement or instrument agreed to between EHI, on the one hand, and Employee, on the other hand (the “Separate Obligations”) and (ii) for any accrued but unpaid Base Salary or Incentive Bonus as of the termination of Employee’s employment (the “Accrued Obligations”); provided that if Employee worked a full calendar year and Employee terminates her employment without Good Reason after the end of such calendar year but prior to the

7

payment of the Incentive Bonus for such calendar year, then Employee shall be entitled to receive the Incentive Bonus, if any, for such calendar year, which shall be due and payable in accordance with Section 3(b)(iii) of this Agreement.

(g) Termination Without Cause or for Good Reason. If Employee’s employment is terminated by the Company without Cause pursuant to Section 4(d) or by Employee for Good Reason pursuant to Section 4(e), Employee shall be entitled to receive, and the Company’s sole obligation to Employee thereafter under this Agreement shall be to pay or provide to Employee, the following:

(i) the Accrued Obligations;

(ii) the Separate Obligations;

(iii) if Employee worked a full calendar year and her employment is terminated by the Company without Cause or by the Employee for Good Reason after the end of such calendar year but prior to the payment of the Incentive Bonus for such calendar year, then Employee shall be entitled to receive the Incentive Bonus, if any, for such calendar year, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement;

(iv) if Employee’s employment is terminated by the Company without Cause or by the Employee for Good Reason, then Employee shall be entitled to receive a pro-rated Incentive Bonus, if any, for the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; and

(v) subject to Employee’s compliance with Section 5 hereof, payments for the duration of the Restriction Period (as defined in Section 5(c) below) in an annualized amount equal to the Employee’s Base Salary, at the rate in effect immediately prior to the termination of Employee’s employment over the duration of the Restriction Period, the “Severance Payments”). The Severance Payments shall be paid in accordance with the Company’s customary payroll practices, commencing on the first regular payroll date on or following such termination of employment and the first payment shall include the cumulative amount of any payments that would have already accrued following the termination of the Employment Period.

5. Restrictive Covenants.

(a) Confidential Information. Employee acknowledges and agrees that the Company and its Affiliates (including, without limitation, EHI) is engaged in a highly competitive business, that its competitive position depends upon its ability to maintain the confidentiality of the Confidential Information (as defined below), and that disclosing, divulging, revealing or using any of the Confidential Information in any manner other than in connection with the Company’s business or as specifically authorized by the Company, may be highly detrimental to the Company or any of its Affiliates (including, without limitation, EHI). Accordingly, from and after the date of the execution of the Prior Employment Agreement and

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for so long thereafter as the pertinent information or documentation remains confidential, Employee shall not disclose to any third party any confidential or proprietary trade secrets, lists of current, former or prospective members, customers or clients, drawings, designs, information regarding product development, marketing plans, sales plans, manufacturing plans, management organization information, operating policies or manuals, business plans, financial data and records, or other financial, commercial, business or technical information relating to the Company or any of its Affiliates (including, without limitation, EHI) or that the Company or any of its Affiliates (including, without limitation, EHI) may receive belonging to suppliers, customers or others who do business with the Company or any of its Affiliates (including, without limitation, EHI) (collectively, the “Confidential Information”). Notwithstanding the foregoing, “Confidential Information” does not include information which is or becomes generally available to the public (other than as a result of a wrongful disclosure by Employee).

(b) Return of Materials. Employee further agrees to deliver to the Company, immediately upon termination from employment or at any time the Company so requests in writing, (i) any and all documents, files, notes, memoranda, models, databases, computer files and/or other computer programs reflecting any Confidential Information whatsoever or otherwise relating to the Company’s business or that of any of its Affiliates (including, without limitation, EHI); (ii) lists of Company’s or any of its Affiliates’ (including, without limitation, EHI) clients or leads or referrals to prospective clients; and (iii) any computer equipment, home office equipment, mobile equipment (blackberries, cell phones, etc.) automobile or other business equipment belonging to Company or any of its Affiliates (including, without limitation, EHI), in each case, only to the extent then in Employee’s possession or control.

(c) Non-competition. In consideration of their sale of equity in SoulCycle Holdings pursuant to the Redemption Transaction, during the period commencing on the date hereof and ending thirty (30) months after termination of Employee’s employment with the Company for any reason (the “Restriction Period”), Employee shall not, directly or indirectly, own any interest in, operate, join (other than as a customer), control or participate as a partner, director, principal, officer, agent or spokesperson of, enter into the employment of, act as a consultant or contractor to, or perform any services, paid or unpaid, for, or solicit investments in, any entity that is engaged in any business providing any form of in-premises fitness related training or classes, other than full service health clubs and/or gyms, in any jurisdiction in which the Company or any of its Affiliates (including, without limitation, EHI) operates or in which any of the foregoing has documented plans to operate of which Employee has knowledge at the time of Employee’s termination of employment.

(d) Non-Solicitation of Members and Customers. In consideration of their sale of equity in SoulCycle Holdings pursuant to the Redemption Transaction, during the Restriction Period, Employee shall not, directly or indirectly, for her own account or the account of any other party, in any jurisdiction in which the Company or any of its Affiliates (including, without limitation, EHI) operates, has commenced or made plans to commence operations, solicit or induce any person who is a member or customer of the Company or any of its Affiliates (including, without limitation, EHI) or any prospect, sales lead or potential member or customer thereof, to alter or terminate his or her membership or customer relationship with the Company or any of its Affiliates (including, without limitation, EHI).

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(e) Non-Solicitation of Employees. In consideration of their sale of equity in SoulCycle Holdings pursuant to the Redemption Transaction, during the Restriction Period, Employee shall not, directly or indirectly, for her own account or for the account of any other person in any jurisdiction in which the Company or any of its Affiliates (including, without limitation, EHI) operates, has commenced or made plans to commence operations, (i) solicit for employment, employ or otherwise interfere with the relationship of the Company with any person who, during the six-month period prior to such solicitation, employment or interference, is or was employed by or otherwise engaged to perform services for the Company or (ii) induce any employee of the Company to engage in any activity which Employee is prohibited from engaging in under any of the paragraphs of this Section 5 or to terminate his or her employment with the Company; provided, however, this Section 5(c) shall not prohibit hiring anyone who responds to a general solicitation or advertisement, or who was terminated by the Company without Cause or who resigned with Good Reason.

(f) Non-Disparagement. In consideration of their sale of equity in SoulCycle Holdings pursuant to the Redemption Transaction, during the Restriction Period, neither Employee nor the Company or any of its Affiliates (including EHI) will, directly or indirectly, (i) engage in any conduct or make any statement, whether in commercial or noncommercial speech, disparaging or criticizing in any way the other or any of its Affiliates, or any of the products or services offered by any of them or (ii) engage in any other conduct or make any other statement, in each case, which could reasonably be expected to impair the goodwill or reputation of the other or any of its Affiliates, the reputation of the products and services of the other or any of its Affiliates or the marketing of the products and services of the other or any of its Affiliates.

(g) Breach by Company. Notwithstanding any other provisions to the contrary, in the event the Company fails to make a payment of the Severance Payments when due and fails to cure that non-payment within thirty (30) days of its receipt of written notice from Employee specifying the nature of the breach, the Restriction Period shall terminate with respect to Employee’s obligations to the Company under Section 5(c), (d), (e) or (f).

6. Injunctive Relief with Respect to Covenants.

(a) Certain Acknowledgments. Employee acknowledges and agrees that Employee will have a prominent role in the management of the Company business and the development of the goodwill, of the Company and its Affiliates (including, without limitation, EHI) and will establish and develop relations and contacts with the principal customers and suppliers of the Company and its Affiliates (including, without limitation, EHI) in the United States of America and the rest of the world, all of which constitute valuable goodwill of, and could be used by Employee to compete unfairly with, the Company and its Affiliates (including, without limitation, EHI) and that (i) in the course of her employment with the Company, Employee will obtain confidential and proprietary information and trade secrets concerning the business and operations of the Company and its Affiliates (including, without limitation, EHI) in the United States of America and the rest of the world that could be used to compete unfairly with the Company and its Affiliates (including, without limitation, EHI); (ii) the covenants and restrictions contained in Section 5 are intended to protect the legitimate interests of the Company and its Affiliates (including, without limitation, EHI) in their respective goodwill, trade secrets and other confidential and proprietary information; and (iii) Employee desires to be bound by such covenants and restrictions.

(b) Injunctive Relief. Each of the parties hereto acknowledges and agrees that a violation of any of the terms of Section 5 may cause the other irreparable injury for which adequate remedies are not available at law. Therefore, each of the parties agrees that the other shall be entitled to seek an injunction, restraining order or such other equitable relief (without the requirement to post bond) as a court of competent jurisdiction may deem necessary or appropriate to restrain the other from committing any violation of such covenants, obligations or agreements. These injunctive remedies are cumulative and in addition to any other rights and remedies the aggrieved party may have.

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7. Entire Agreement

This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof. All prior correspondence and proposals (including but not limited to summaries of proposed terms) and all prior promises, representations, understandings, practices and agreements relating to such subject matter (including but not limited to (i) those made to or with Employee by any other person, and (ii) the Prior Employment Agreement from and after the Effective Date) are superseded hereby.

8. Indemnification

The Company hereby agrees that it shall indemnify and hold harmless Employee to the fullest extent permitted by law from and against any and all liabilities, costs, claims and expenses, including all costs and expenses incurred in defense of litigation (including attorneys’ fees and costs, as they are incurred), arising out of the employment of Employee hereunder, except to the extent that any such liabilities, costs, claims and expenses are found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from arising out of or based up on the gross negligence or willful misconduct of Employee. Costs and expenses incurred by Employee in defense of such litigation (including attorneys’ fees and costs) shall be paid by Company in advance of the final disposition of such litigation upon receipt by Company of (a) a written request for payment (b) appropriate documentation evidencing the incurrence, amount and nature of the costs and expenses for which payment is being sought, and (c) an undertaking adequate under applicable law made by or on behalf of Employee to repay the amounts so paid if it shall ultimately be determined that Employee is not entitled to be indemnified by the Company under this Agreement, including but not limited to as a result of such exception. The Company and Employee will consult in good faith with respect to the conduct of any such litigation, and Employee’s counsel shall be selected with the consent of the Company (not to be unreasonably withheld, conditioned or delayed). The Company shall maintain and pay the premiums on an appropriate level and type (including without limitation, “Side A” coverage) of director’s and officer’s liability insurance, and employment practices and general liability insurance, covering Employee during the Employment Period and during the Restriction Period.

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9. Miscellaneous

(a) Binding Effect; Assignment. This Agreement shall be binding on and inure to the benefit of the Company, and its respective successors and permitted assigns. This Agreement shall also be binding on and inure to the benefit of Employee and her heirs, executors, administrators and legal representatives. This Agreement shall not be assignable by any party hereto without the prior written consent of the other parties hereto, except that the Company may effect such an assignment without prior written approval of Employee upon the transfer of all or substantially all of its business and/or assets (by whatever means).

(b) Governing Law, etc.

(i) Governing Law. This agreement shall be governed in all respects, including as to validity, interpretation and effect, by the internal laws of the State of New York without giving effect to the conflict of laws rules thereof to the extent that the application of the law of another jurisdiction would be required thereby.

(ii) Consent to Jurisdiction. Each party hereby irrevocably submits to the jurisdiction of the courts of the State of New York and the federal courts of the United States of America located in the County of New York solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby and thereby. Each party hereby waives and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation and enforcement hereof, or any such document or in respect of any such transaction, that such action, suit or proceeding may not be brought or is not maintainable in such courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts. Each party hereby consents to and grants any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agree that the mailing of process or other papers in connection with any action or proceeding in the manner provided herein in such other manner as may be permitted by law, shall be valid and sufficient service thereof.

(c) Taxes. To the extent required by law, the Company shall have the power to withhold, or require Employee to remit to the Company promptly upon notification of the amount due, an amount sufficient to satisfy the statutory minimum amount of all Federal, state, local and foreign withholding tax requirements with respect to any payment of cash, or issuance or delivery of any other property hereunder, and the Company may defer any such payment of cash or issuance or delivery of such other property until such requirements are satisfied.

(d) Amendments. No provision of this Agreement may be modified, waived or discharged unless such modification, waiver or discharge is approved by the Board or a person authorized thereby and is agreed to in writing by Employee and the Company. No waiver by any party hereto at any time of any breach by any other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No waiver of any provision of this Agreement shall be implied from any course of dealing between or among the parties hereto or from any failure by any party hereto to assert its rights hereunder on any occasion or series of occasions.

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(e) Severability. In the event that any one or more of the provisions of this Agreement shall be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby.

(f) Blue Pencil. If any court of competent jurisdiction shall at any time deem the Restriction Period too lengthy, the other provisions of Section 5 shall nevertheless stand and the Restriction Period herein shall be deemed to be the longest period permissible by law under the circumstances. The court shall reduce the time period to permissible duration or size.

(g) Notices. Any notice or other communication required or permitted to be delivered under this Agreement shall be (i) in wiring, (ii) delivered personally, by courier service or by certified or registered mail, first-class postage prepaid and return receipt requested, (iii) deemed to have been received on the date of delivery or, if so mailed, on the third business day after the mailing thereof, and (iv) addressed as follows (or to such other address as the party entitled to notice shall hereafter designate in accordance with the terms hereof):

(A) If to the Company, to it at:

c/o Equinox Holdings, Inc.

895 Broadway

New York, New York 10003

Tel: (212) 677-0180

Fax: (212) 777-9510

Attention: Harvey Spevak

With a copy to:

Equinox Holdings, Inc.

895 Broadway

New York, NY 10003

Attention: General Counsel

(B) If to Employee, to her at her residential address as currently on file with the Company, with a copy to:

Steven E. Siesser, Esq.

Lowenstein Sandler LLP

1251 Avenue of the Americas, 18^th Floor

New York, New York 10020

Tel: (212) 204.8688

Fax: (973) 597.2507

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(h) Legal Review. Each of the parties hereto hereby represents that such party has had the opportunity to review this Agreement carefully and to consult with counsel prior to the execution of this Agreement and that such party does fully understand all the terms of this Agreement.

(i) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

(j) Headings. The section and other headings contained in this Agreement are for the convenience of the parties only and are not intended to be a part hereof or to affect the meaning or interpretation hereof.

(k) Certain Definitions.

“Affiliate”: with respect to any Person, means any other Person that, directly or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with the first Person, including but not limited to a Subsidiary of the first Person, a Person of which the first Person is a Subsidiary, or another Subsidiary of a Person of which the first Person is also a Subsidiary.

“Control”: with respect to any Person, means the possession, directly or indirectly, severally or jointly, of the power to direct or cause the direction of the management policies of such Person, whether through the ownership of voting securities, by contract or credit arrangement, as trustee or executor, or otherwise.

“Cutler Trusts”: means the Irrevocable Trust FBO Lucia Hodges Cutler u/t/d March 20, 2011 and the Irrevocable Trust FBO Nina Plamondon Cutler u/t/d March 20, 2011.

“Employee Trusts”: means the Trust F/B/O Parker R. Rice under Julie J. Rice 2011 GRAT and Trust F/B/O Phoebe Rice under Julie J. Rice 2011 GRAT.

“Grantor Retained Annuity Trust”: with respect to the Employee, means the Julie J. Rice 2011 GRAT, and with respect to Elizabeth P. Cutler, mean the Elizabeth Plamondon Cutler 2011 GRAT.

“Person”: any natural person, firm, partnership, limited liability company, association, corporation, company, trust, business trust, government authority or other entity.

“Subsidiary”: with respect to any Person, each corporation or other Person in which the first Person owns or Controls, directly or indirectly, capital stock or other ownership interests representing 50% or more of the combined voting power of the outstanding voting stock or other ownership interests of such corporation or other Person.

10. 409A Compliance

All payments under this Agreement are intended to comply with or be exempt from the requirements of Section 409A of the Code and regulations promulgated thereunder (“Section 409A”). As used in this Agreement, the “Code” means the Internal Revenue Code of 1986, as

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amended. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A, such provision shall be read in such a manner so that no payment due to Employee shall be subject to an “additional tax” within the meaning of Section 409A(a)(1)(B) of the Code. If necessary to comply with the restriction in Section 409A(a)(2)(B) of the Code concerning payments to “specified employees,” any payment on account of Employee’s separation from service that would otherwise be due hereunder within six (6) months after such separation shall be delayed until the first business day of the seventh month following the date of termination and the first such payment shall include the cumulative amount of any payments that would have been paid prior to such date if not for such restriction, together with interest on such cumulative amount during the period of such restriction at a rate, per annum, equal to the applicable federal short-term rate (compounded monthly) in effect under Section 1274(d) of the Code on the date of termination. Each payment in a series of payments hereunder shall be deemed to be a separate payment for purposes of Section 409A. In no event may Employee, directly or indirectly, designate the calendar year of payment. All reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during Employee’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement is not subject to liquidation or exchange for another benefit. Notwithstanding anything contained herein to the contrary, Employee shall not be considered to have terminated employment with the Company for purposes of Section 4(g) hereof unless Employee would be considered to have incurred a “termination of employment” from the Company within the meaning of Treasury Regulation §1.409A-1(h)(1)(ii).

11. Redemption Agreement.

Notwithstanding anything in this Agreement to the contrary, this Agreement shall automatically, without further action, notice or deed, terminate upon the termination of the Redemption Agreement in accordance with its terms, and shall thereupon be null and void ab initio. During the period of time from the date hereof until the Effective Date, or if the Effective Date shall not occur, then upon such termination, the Prior Employment Agreement shall remain in full force and effect in accordance with its terms as though this Agreement never existed.

[SIGNATURES PAGE TO FOLLOW]

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IN WITNESS WHEREOF, the parties hereto knowingly and voluntarily executed this Amended and Restated Employment Agreement, on the dates set forth below:

/s/ Julie J. Rice
Julie J. Rice
4/6/15
Date
SoulCycle Holdings, LLC, on behalf of itself and its successor by conversion, SoulCycle Inc.
By:	/s/ Larry M. Segall
Name:	Larry Segall
Title:	Executive Vice President and Chief Financial Officer
4/6/15
Date

[Signature Page to Rice A&R Employment Agreement]

EX-10.11

Exhibit 10.11

EXECUTION COPY

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (this “Agreement”) is entered into as of the 6^th day of April, 2015, by and between SoulCycle Holdings, LLC, a Delaware limited liability company (“SoulCycle Holdings”) on behalf of itself and its successor by conversion, SoulCycle Inc., a Delaware corporation (“SoulCycle Inc.”, which, together with SoulCycle Holdings, is referred to herein as the “Company”) and Elizabeth P. Cutler (“Employee”).

WHEREAS, Employee has been employed by SoulCycle Holdings as Co-CEO pursuant to the terms of an employment agreement dated May 23, 2011 (the “Prior Employment Agreement”);

WHEREAS, the Prior Employment Agreement was executed as part of a transaction in which Equinox Holdings, Inc. (“EHI”) effectively purchased 75% of the membership interests of SoulCycle Holdings from Employee, Julie Rice (co-founder of the SoulCycle business) and their respective Grantor Retained Annuity Trusts, and entered into the Second Amended and Restated Limited Liability Company Agreement of SoulCycle Holdings LLC providing for the ownership and governance of SoulCycle Holdings, which was subsequently amended and restated into its current form as the Third Amended and Restated Limited Liability Company Agreement;

WHEREAS, SoulCycle Holdings intends to convert from a limited liability company into SoulCycle Inc., a Delaware corporation (the “Conversion”);

WHEREAS, prior to the Conversion, the membership units of SoulCycle Holdings held by the Employee and the Employee Trusts shall be redeemed by SoulCycle Holdings (the “Redemption”) pursuant to that certain Redemption Agreement, of even date herewith, by and among SoulCycle Holdings, EHI, Employee, the Employee Trusts, Julie J. Rice, and the Rice Trusts (the “Redemption Agreement”); and

WHEREAS, in connection with the Conversion and the Redemption, the Company and the Employee desire to amend and restate the Prior Employment Agreement, effective as of, and contingent upon, the occurrence of the closing of the Redemption (such closing date, the “Effective Date” hereunder), and until the Effective Date, the Prior Employment Agreement shall continue to govern the Employee’s employment with the Company.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and promises contained herein and for other good and valuable consideration, the sufficiency of which is acknowledged, the Company and Employee hereby agree as follows, effective as of the Effective Date:

1. Continued Employment: Position and Responsibilities.

Upon the terms and subject to the conditions of this Agreement, including the closing of the Redemption, the Company hereby continues to employ Employee, and Employee hereby accepts continued employment with the Company. During the Employment Period (as defined

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below), Employee shall serve as Co-CEO of the Company until such time as the Board of Directors of the Company (the “Board”) identifies a replacement Chief Executive Officer, after which the Employee shall thereafter serve as the Co-Founder and Chief Brand and Creative Officer of the Company, or such other similar titles as may be mutually agreed to by the Employee and the Board. Employee further agrees to fully support the hiring of the Board’s choice for the replacement Chief Executive Officer. The Employee shall faithfully, diligently, and exclusively perform services on behalf of the Company to the best of her ability during the Employment Period and shall devote her full working time, attention and energies to the business of the Company, its subsidiaries and divisions; provided, however, nothing in this Agreement shall be deemed to preclude the Employee from engaging in charitable, educational, religious, civic and similar types of activities (all of which shall be deemed to benefit the Company) and serving on the board of directors of any business or organization (other than any competitors of the Company or EHI) to the extent they do not interfere with Employee’s obligations hereunder. While Co-CEO, Employee shall report to, and have such duties and responsibilities as designated by, the Board. Following the hiring of a new Chief Executive Officer, Employee will report to and have such duties and responsibilities as designated by the new Chief Executive Officer. The principal place of employment of Employee shall be at the offices of the Company in New York, New York.

2. Term.

This Agreement shall be effective as of the Effective Date and, unless Employee’s employment is terminated sooner pursuant to Section 4 below, shall continue through and including December 31, 2018 (the “Initial Term”). Effective upon the expiration of the Initial Term and of each Additional Term (as defined below), Employee’s employment hereunder shall be deemed to be automatically extended, upon the same terms and conditions as then in effect, for an additional period of one year (each an “Additional Term”), unless at least 30 days prior to the expiration of the Initial Term or Additional Term, either party shall have notified the other party hereto in writing that such extension shall not take effect. The Initial Term and each Additional Term shall be referred to as the “Employment Period”.

3. Compensation: Perquisites and Expenses.

(a) Base Salary. As compensation for the services to be performed by Employee during the Employment Period, the Company shall pay Employee a base salary (the “Base Salary”) at an annualized rate of (i) $618,000 for calendar year 2015, (ii) $636,540 for calendar year 2016, (iii) $655,636 for calendar year 2017 and (iv) $675,305 for calendar year 2018, payable in equal installments on each of the Company’s regular payroll dates for its employees. All Base Salary shall be pro-rated for any partial years based on actual number of days (counting weekends and holidays as days employed) during such year in which Employee was employed divided by 365.

(b) Incentive Bonus.

(i) Certain defined terms.

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The following capitalized terms that are used in Subsection 3(b)(ii) below, shall have the meanings given to them in this Subsection 3(b)(i):

(1) “Approved Annual Budget” for any calendar year shall mean the annual budget approved by the Board of Directors for such calendar year

(2) “Bonus Percentage” for any calendar year shall be determined as provided in Section 3(b)(ii) hereof.

(3) “Consolidated EBITDA of the Company and its Subsidiaries” for any calendar year shall mean the sum, without duplication, of:

(a) consolidated net income of the Company and its Subsidiaries for such period, which will equal the aggregate net income (or loss) of the Company and its Subsidiaries for such period on a consolidated basis determined in accordance with GAAP, but will exclude therefrom in the case of a successor to the Company by consolidation or merger or as a transferee of the Company’s and its Subsidiaries assets, any net income of the successor corporation prior to such consolidation, merger or transfer of assets; and

(b) to the extent that consolidated net income has thereby been increased or decreased as applicable in the circumstances:

(i) all income and franchise taxes of the Company and its Subsidiaries paid or accrued in accordance with GAAP for such period (but excluding all sales and use taxes and/or income taxes attributable to extraordinary or nonrecurring gains or losses or taxes attributable to sales or dispositions outside the ordinary course of business),

(ii) Consolidated Interest Expense of the Company and its Subsidiaries for such period,

(iii) consolidated non-cash charges for such period comprising Depreciation and amortization less any non-cash items increasing consolidated net income for such period,

(iv) any non-cash compensation charge arising from any grant of shares, options or other equity based awards,

(v) adjustments to GAAP rent to reflect actual rent paid in cash and included in the determination of consolidated net income during such period,

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(vi) any expenses incurred in connection with the Redemption, the Conversion, the financing contemplated by the Redemption Agreement, and any initial public offering of the Company; and

(vii) all extraordinary items as defined by GAAP incurred or charged during such period.

(4) “Consolidated Interest Expense of the Company and its Subsidiaries” means, for any calendar year, the sum, without duplication, of:

(a) the aggregate of the interest expense, net of interest income, of the Company and its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, and

(b) the interest component of capital lease obligations paid, accrued and/or scheduled to be paid or accrued by the Company and its Subsidiaries during such period as determined on a consolidated basis in accordance with GAAP; provided, that Consolidated Interest Expense for any period shall exclude non-cash amounts attributable to amortization of debt discounts.

(5) “GAAP” means generally accepted accounting principles in the United States as in effect on the date hereof, applied consistently with the manner in which they were applied by the Company and its predecessors.

(6) “Incentive Bonus” has the meaning given such term in Section 3(b)(ii) hereof.

(7) “Percentage of Target EBITDA Achieved” for any calendar year means the percentage equivalent of the ratio of:

Consolidated EBITDA of the Company and its Subsidiaries for that calendar year to

Target EBITDA for such calendar year.

(8) “Target EBITDA” for any calendar year means the EBITDA reflected in the Approved Annual Budget for such calendar year.

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(ii) Determination of Incentive Bonus Amount. Employee shall be entitled to receive, if earned, a cash incentive bonus (an “Incentive Bonus”) for each calendar year during the Employment Period commencing with the 2015 calendar year in an amount equal to the product of the Bonus Percentage for that calendar year and Employee’s Base Salary for that calendar year. The Bonus Percentage for each calendar year shall be based on the Percentage of Target EBITDA Achieved for that calendar year as follows:

If the Percentage of Target EBITDA Achieved for the calendar year	then the Bonus Percentage for that calendar year shall be:
is less than 90%,	0%.
is equal to or greater than 90% but less than 95%,	40%.
is equal to or greater than 95% but less than 96%,	60%.
is equal to or greater than 96% and less than 100%,	60% + a prorated portion of 40% equal to the ratio of (i) the excess of the Percentage of Target EBITDA Achieved over 95% to (ii) 5%.
is equal to 100%,	100%
is greater than 100%,	100% + 5% for each additional Percentage of Target EBITDA Achieved over 100%, subject to a cap of 110% of Target EBITDA (i.e., equating to a maximum possible Bonus Percentage of 150%)

(iii) The Incentive Bonus for any calendar year shall be paid promptly after audited financial statements for such calendar year are available but in any event no later than March 15^th of the following calendar year. Subject to Section 4(f) and (g), Employee must be actively employed on the date any Incentive Bonus is to be paid in order to be entitled to receive any such bonus.

(c) Benefits. During the Employment Period, Employee shall (subject to the provisions of this Agreement and the Redemption Agreement) be eligible to participate in or receive benefits under the Company’s various employee benefit plans, policies or arrangements which are made available to senior executives of the Company (and which shall be no less favorable than the benefits currently afforded to Employee), and to the extent that employee receives benefits from EHI, such benefits shall be no less favorable to Employee than those afforded to senior executives of EHI and/or any of its other subsidiaries. The Company (including the officers and administrators who have responsibility for administering the plans) retains full discretionary authority to interpret the terms of the plans, as well as full discretionary authority with regard to administrative matters arising in connection with the plans including but not limited to issues concerning benefit eligibility and entitlement. The Company reserves the

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absolute right to modify, amend or terminate benefits at any time and for any reason, other than with respect to Employee’s individual participation therein as contemplated in this Agreement or the Redemption Agreement. In the determination of eligibility or benefits, the terms of the actual plan documents shall control.

(d) Deductions. To the extent required by law, all salary, bonuses, incentive payments and other compensation paid to Employee shall be less all applicable withholding taxes and lawful deductions.

(e) Expenses. The Company shall promptly reimburse Employee for all reasonable out-of-pocket business expenses incurred by Employee in performing her duties hereunder upon the submission of evidence, reasonably satisfactory to the Company, of the incurrence and purpose of each such expense and otherwise in accordance with the Company’s business travel and expenses policies and procedures now in force or as such policies and procedures may be modified in the future. It is understood and agreed that Employee shall be entitled to fly and be reimbursed for business class airfare on all international airline travel.

(f) Vacation. During the Employment Period, Employee shall be entitled to such number of consecutive paid vacation days and the aggregate number of paid vacation days, as customary for a CEO of a company, with due regard to the successful growth and operation of the Company’s business.

4. Termination Prior to End of Employment Term

Employee’s employment under this Agreement may be terminated prior to the end of the Employment Period under the following circumstances:

(a) Termination Due to Death. Employee’s employment hereunder shall terminate upon Employee’s death.

(b) Termination Due to Disability. Employee’s employment hereunder shall terminate upon Employee becoming “Disabled.” For purposes of this Employment Agreement, “Disabled” shall mean if Employee is physically or mentally incapacitated so as to render Employee incapable of performing the essential functions of the job and such incapacity cannot be reasonably accommodated by the Company without undue hardship, and such incapacity continues for more than one hundred twenty (120) days in any twelve (12) consecutive month period, or for more than ninety (90) consecutive days. Employee’s employment termination hereunder shall be effective upon the date specified in written notice delivered by the Company to Employee pursuant to this Section 4(b).

(c) Termination by the Company for Cause. The Company may terminate immediately and without prior notice Employee’s employment hereunder at any time for Cause. For purposes of this Agreement, the term “Cause” shall mean (i) Employee committing theft or misappropriation of Company property, (ii) Employee’s conviction of, or entering a plea of guilty or nolo contendere, to a crime that constitutes a felony, or (iii) a material breach by Employee of this Agreement (other than Section 1), which, in the case of this clause (iii) only, has not been cured within thirty (30) days of Employee’s receipt of written notice from the Company specifying the nature of the breach. Notwithstanding the foregoing, any act or

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omission that Employee is permitted to take, or that is otherwise taken by Employee, in the exercise of her rights as a shareholder or member of the Board of the Company that is not otherwise prohibited by the provisions of this Agreement shall not be deemed to constitute Cause hereunder.

(d) Termination by the Company Without Cause. Employee acknowledges that her employment is “at-will”. The Company may terminate Employee’s employment hereunder at any time without Cause by providing Employee with sixty (60) days prior notice of termination.

(e) Termination by Employee. Employee may terminate her employment hereunder (i) for Good Reason (as defined below) by providing the Company with written notice of termination at least sixty (60) days prior to the effective date of such termination or (ii) without Good Reason at any time (it being understood that a termination under this Section 4(e)(ii) shall not be considered a termination for Good Reason). A termination of employment by Employee for “Good Reason” shall mean a termination by Employee of her employment with the Company upon the occurrence of any of the following events and the failure by the Company to correct the circumstances set forth in Employee’s notice of termination within twenty (20) days of such notice (provided, that the Company shall have no cure right with respect to clause (ii) below, provided, further, that the cure period shall be thirty (30) days in the case of clause (iv) below, provided, further, that there shall be no cure period in the case of clause (v) below): (i) the assignment to Employee of duties and responsibilities which are materially different from, and that result in a substantial diminution of, the duties and responsibilities that she has or is to assume on the date hereof pursuant to Section 1, (ii) a reduction in the rate of, or failure to timely pay, Employee’s Base Salary or Incentive Bonus (except for the reductions expressly provided for in this Agreement), (iii) the Company requiring Employee to be based anywhere other than New York, New York (periodic and reasonable business travel shall not be considered basing Employee elsewhere), (iv) a material breach by the Company of this Agreement, the Redemption Agreement or a material breach by the Company or EHI of any other agreements with Employee, or (v) the failure of the Company’s sole incorporator to take the action described in Section 8(d)(ii) of the Redemption Agreement within one (1) business day after the Conversion; provided, however, the resulting diminution of title, duties and responsibilities from the hiring of a replacement CEO pursuant to Section 1 shall not be deemed Good Reason for purposes of clause (i) above.

(f) Termination Other than Without Cause or for Good Reason. In the event of any termination of employment pursuant to this Section 4 other than a termination by the Company without Cause pursuant to Section 4(d) or by Employee for Good Reason pursuant to Section 4(e), Employee shall not be entitled to any additional compensation, severance, separation, termination or other payments or benefits, except (i) as may specifically be set forth in the surviving provisions of the Third Amended and Restated Limited Liability Company Agreement of SoulCycle Holdings, LLC, any agreement evidencing the Conversion and/or the Redemption, or any other agreement or instrument agreed to between EHI, on the one hand, and Employee, on the other hand (the “Separate Obligations”) and (ii) for any accrued but unpaid Base Salary or Incentive Bonus as of the termination of Employee’s employment (the “Accrued Obligations”); provided that if Employee worked a full calendar year and Employee terminates her employment without Good Reason after the end of such calendar year but prior to the

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payment of the Incentive Bonus for such calendar year, then Employee shall be entitled to receive the Incentive Bonus, if any, for such calendar year, which shall be due and payable in accordance with Section 3(b)(iii) of this Agreement.

(g) Termination Without Cause or for Good Reason. If Employee’s employment is terminated by the Company without Cause pursuant to Section 4(d) or by Employee for Good Reason pursuant to Section 4(e), Employee shall be entitled to receive, and the Company’s sole obligation to Employee thereafter under this Agreement shall be to pay or provide to Employee, the following:

(i) the Accrued Obligations;

(ii) the Separate Obligations;

(iii) if Employee worked a full calendar year and her employment is terminated by the Company without Cause or by the Employee for Good Reason after the end of such calendar year but prior to the payment of the Incentive Bonus for such calendar year, then Employee shall be entitled to receive the Incentive Bonus, if any, for such calendar year, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement;

(iv) if Employee’s employment is terminated by the Company without Cause or by the Employee for Good Reason, then Employee shall be entitled to receive a pro-rated Incentive Bonus, if any, for the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; and

(v) subject to Employee’s compliance with Section 5 hereof, payments for the duration of the Restriction Period (as defined in Section 5(c) below) in an annualized amount equal to the Employee’s Base Salary, at the rate in effect immediately prior to the termination of Employee’s employment over the duration of the Restriction Period, the “Severance Payments”). The Severance Payments shall be paid in accordance with the Company’s customary payroll practices, commencing on the first regular payroll date on or following such termination of employment and the first payment shall include the cumulative amount of any payments that would have already accrued following the termination of the Employment Period.

5. Restrictive Covenants.

(a) Confidential Information. Employee acknowledges and agrees that the Company and its Affiliates (including, without limitation, EHI) is engaged in a highly competitive business, that its competitive position depends upon its ability to maintain the confidentiality of the Confidential Information (as defined below), and that disclosing, divulging, revealing or using any of the Confidential Information in any manner other than in connection with the Company’s business or as specifically authorized by the Company, may be highly detrimental to the Company or any of its Affiliates (including, without limitation, EHI). Accordingly, from and after the date of the execution of the Prior Employment Agreement and

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for so long thereafter as the pertinent information or documentation remains confidential, Employee shall not disclose to any third party any confidential or proprietary trade secrets, lists of current, former or prospective members, customers or clients, drawings, designs, information regarding product development, marketing plans, sales plans, manufacturing plans, management organization information, operating policies or manuals, business plans, financial data and records, or other financial, commercial, business or technical information relating to the Company or any of its Affiliates (including, without limitation, EHI) or that the Company or any of its Affiliates (including, without limitation, EHI) may receive belonging to suppliers, customers or others who do business with the Company or any of its Affiliates (including, without limitation, EHI) (collectively, the “Confidential Information”). Notwithstanding the foregoing, “Confidential Information” does not include information which is or becomes generally available to the public (other than as a result of a wrongful disclosure by Employee).

(b) Return of Materials. Employee further agrees to deliver to the Company, immediately upon termination from employment or at any time the Company so requests in writing, (i) any and all documents, files, notes, memoranda, models, databases, computer files and/or other computer programs reflecting any Confidential Information whatsoever or otherwise relating to the Company’s business or that of any of its Affiliates (including, without limitation, EHI); (ii) lists of Company’s or any of its Affiliates’ (including, without limitation, EHI) clients or leads or referrals to prospective clients; and (iii) any computer equipment, home office equipment, mobile equipment (blackberries, cell phones, etc.) automobile or other business equipment belonging to Company or any of its Affiliates (including, without limitation, EHI), in each case, only to the extent then in Employee’s possession or control.

(c) Non-competition. In consideration of their sale of equity in SoulCycle Holdings pursuant to the Redemption Transaction, during the period commencing on the date hereof and ending thirty (30) months after termination of Employee’s employment with the Company for any reason (the “Restriction Period”), Employee shall not, directly or indirectly, own any interest in, operate, join (other than as a customer), control or participate as a partner, director, principal, officer, agent or spokesperson of, enter into the employment of, act as a consultant or contractor to, or perform any services, paid or unpaid, for, or solicit investments in, any entity that is engaged in any business providing any form of in-premises fitness related training or classes, other than full service health clubs and/or gyms, in any jurisdiction in which the Company or any of its Affiliates (including, without limitation, EHI) operates or in which any of the foregoing has documented plans to operate of which Employee has knowledge at the time of Employee’s termination of employment.

(d) Non-Solicitation of Members and Customers. In consideration of their sale of equity in SoulCycle Holdings pursuant to the Redemption Transaction, during the Restriction Period, Employee shall not, directly or indirectly, for her own account or the account of any other party, in any jurisdiction in which the Company or any of its Affiliates (including, without limitation, EHI) operates, has commenced or made plans to commence operations, solicit or induce any person who is a member or customer of the Company or any of its Affiliates (including, without limitation, EHI) or any prospect, sales lead or potential member or customer thereof, to alter or terminate his or her membership or customer relationship with the Company or any of its Affiliates (including, without limitation, EHI).

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(e) Non-Solicitation of Employees. In consideration of their sale of equity in SoulCycle Holdings pursuant to the Redemption Transaction, during the Restriction Period, Employee shall not, directly or indirectly, for her own account or for the account of any other person in any jurisdiction in which the Company or any of its Affiliates (including, without limitation, EHI) operates, has commenced or made plans to commence operations, (i) solicit for employment, employ or otherwise interfere with the relationship of the Company with any person who, during the six-month period prior to such solicitation, employment or interference, is or was employed by or otherwise engaged to perform services for the Company or (ii) induce any employee of the Company to engage in any activity which Employee is prohibited from engaging in under any of the paragraphs of this Section 5 or to terminate his or her employment with the Company; provided, however, this Section 5(c) shall not prohibit hiring anyone who responds to a general solicitation or advertisement, or who was terminated by the Company without Cause or who resigned with Good Reason.

(f) Non-Disparagement. In consideration of their sale of equity in SoulCycle Holdings pursuant to the Redemption Transaction, during the Restriction Period, neither Employee nor the Company or any of its Affiliates (including EHI) will, directly or indirectly, (i) engage in any conduct or make any statement, whether in commercial or noncommercial speech, disparaging or criticizing in any way the other or any of its Affiliates, or any of the products or services offered by any of them or (ii) engage in any other conduct or make any other statement, in each case, which could reasonably be expected to impair the goodwill or reputation of the other or any of its Affiliates, the reputation of the products and services of the other or any of its Affiliates or the marketing of the products and services of the other or any of its Affiliates.

(g) Breach by Company. Notwithstanding any other provisions to the contrary, in the event the Company fails to make a payment of the Severance Payments when due and fails to cure that non-payment within thirty (30) days of its receipt of written notice from Employee specifying the nature of the breach, the Restriction Period shall terminate with respect to Employee’s obligations to the Company under Section 5(c), (d), (e) or (f).

6. Injunctive Relief with Respect to Covenants.

(a) Certain Acknowledgments. Employee acknowledges and agrees that Employee will have a prominent role in the management of the Company business and the development of the goodwill, of the Company and its Affiliates (including, without limitation, EHI) and will establish and develop relations and contacts with the principal customers and suppliers of the Company and its Affiliates (including, without limitation, EHI) in the United States of America and the rest of the world, all of which constitute valuable goodwill of, and could be used by Employee to compete unfairly with, the Company and its Affiliates (including, without limitation, EHI) and that (i) in the course of her employment with the Company, Employee will obtain confidential and proprietary information and trade secrets concerning the business and operations of the Company and its Affiliates (including, without limitation, EHI) in the United States of America and the rest of the world that could be used to compete unfairly with the Company and its Affiliates (including, without limitation, EHI); (ii) the covenants and restrictions contained in Section 5 are intended to protect the legitimate interests of the Company and its Affiliates (including, without limitation, EHI) in their respective goodwill, trade secrets and other confidential and proprietary information; and (iii) Employee desires to be bound by such covenants and restrictions.

(b) Injunctive Relief. Each of the parties hereto acknowledges and agrees that a violation of any of the terms of Section 5 may cause the other irreparable injury for which adequate remedies are not available at law. Therefore, each of the parties agrees that the other shall be entitled to seek an injunction, restraining order or such other equitable relief (without the requirement to post bond) as a court of competent jurisdiction may deem necessary or appropriate to restrain the other from committing any violation of such covenants, obligations or agreements. These injunctive remedies are cumulative and in addition to any other rights and remedies the aggrieved party may have.

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7. Entire Agreement

This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof. All prior correspondence and proposals (including but not limited to summaries of proposed terms) and all prior promises, representations, understandings, practices and agreements relating to such subject matter (including but not limited to (i) those made to or with Employee by any other person, and (ii) the Prior Employment Agreement from and after the Effective Date) are superseded hereby.

8. Indemnification

The Company hereby agrees that it shall indemnify and hold harmless Employee to the fullest extent permitted by law from and against any and all liabilities, costs, claims and expenses, including all costs and expenses incurred in defense of litigation (including attorneys’ fees and costs, as they are incurred), arising out of the employment of Employee hereunder, except to the extent that any such liabilities, costs, claims and expenses are found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from arising out of or based up on the gross negligence or willful misconduct of Employee. Costs and expenses incurred by Employee in defense of such litigation (including attorneys’ fees and costs) shall be paid by Company in advance of the final disposition of such litigation upon receipt by Company of (a) a written request for payment (b) appropriate documentation evidencing the incurrence, amount and nature of the costs and expenses for which payment is being sought, and (c) an undertaking adequate under applicable law made by or on behalf of Employee to repay the amounts so paid if it shall ultimately be determined that Employee is not entitled to be indemnified by the Company under this Agreement, including but not limited to as a result of such exception. The Company and Employee will consult in good faith with respect to the conduct of any such litigation, and Employee’s counsel shall be selected with the consent of the Company (not to be unreasonably withheld, conditioned or delayed). The Company shall maintain and pay the premiums on an appropriate level and type (including without limitation, “Side A” coverage) of director’s and officer’s liability insurance, and employment practices and general liability insurance, covering Employee during the Employment Period and during the Restriction Period.

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9. Miscellaneous

(a) Binding Effect; Assignment. This Agreement shall be binding on and inure to the benefit of the Company, and its respective successors and permitted assigns. This Agreement shall also be binding on and inure to the benefit of Employee and her heirs, executors, administrators and legal representatives. This Agreement shall not be assignable by any party hereto without the prior written consent of the other parties hereto, except that the Company may effect such an assignment without prior written approval of Employee upon the transfer of all or substantially all of its business and/or assets (by whatever means).

(b) Governing Law, etc.

(i) Governing Law. This agreement shall be governed in all respects, including as to validity, interpretation and effect, by the internal laws of the State of New York without giving effect to the conflict of laws rules thereof to the extent that the application of the law of another jurisdiction would be required thereby.

(ii) Consent to Jurisdiction. Each party hereby irrevocably submits to the jurisdiction of the courts of the State of New York and the federal courts of the United States of America located in the County of New York solely in respect of the interpretation and enforcement of the provisions of this Agreement and of the documents referred to in this Agreement, and in respect of the transactions contemplated hereby and thereby. Each party hereby waives and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation and enforcement hereof, or any such document or in respect of any such transaction, that such action, suit or proceeding may not be brought or is not maintainable in such courts or that the venue thereof may not be appropriate or that this Agreement or any such document may not be enforced in or by such courts. Each party hereby consents to and grants any such court jurisdiction over the person of such parties and over the subject matter of any such dispute and agree that the mailing of process or other papers in connection with any action or proceeding in the manner provided herein in such other manner as may be permitted by law, shall be valid and sufficient service thereof.

(c) Taxes. To the extent required by law, the Company shall have the power to withhold, or require Employee to remit to the Company promptly upon notification of the amount due, an amount sufficient to satisfy the statutory minimum amount of all Federal, state, local and foreign withholding tax requirements with respect to any payment of cash, or issuance or delivery of any other property hereunder, and the Company may defer any such payment of cash or issuance or delivery of such other property until such requirements are satisfied.

(d) Amendments. No provision of this Agreement may be modified, waived or discharged unless such modification, waiver or discharge is approved by the Board or a person authorized thereby and is agreed to in writing by Employee and the Company. No waiver by any party hereto at any time of any breach by any other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No waiver of any provision of this Agreement shall be implied from any course of dealing between or among the parties hereto or from any failure by any party hereto to assert its rights hereunder on any occasion or series of occasions.

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(e) Severability. In the event that any one or more of the provisions of this Agreement shall be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby.

(f) Blue Pencil. If any court of competent jurisdiction shall at any time deem the Restriction Period too lengthy, the other provisions of Section 5 shall nevertheless stand and the Restriction Period herein shall be deemed to be the longest period permissible by law under the circumstances. The court shall reduce the time period to permissible duration or size.

(g) Notices. Any notice or other communication required or permitted to be delivered under this Agreement shall be (i) in wiring, (ii) delivered personally, by courier service or by certified or registered mail, first-class postage prepaid and return receipt requested, (iii) deemed to have been received on the date of delivery or, if so mailed, on the third business day after the mailing thereof, and (iv) addressed as follows (or to such other address as the party entitled to notice shall hereafter designate in accordance with the terms hereof):

(A) If to the Company, to it at:

c/o Equinox Holdings, Inc.

895 Broadway

New York, New York 10003

Tel: (212) 677-0180

Fax: (212) 777-9510

Attention: Harvey Spevak

With a copy to:

Equinox Holdings, Inc.

895 Broadway

New York, NY 10003

Attention: General Counsel

(B) If to Employee, to her at her residential address as currently on file with the Company, with a copy to:

Steven E. Siesser, Esq.

Lowenstein Sandler LLP

1251 Avenue of the Americas, 18^th Floor

New York, New York 10020

Tel: (212) 204.8688

Fax: (973) 597.2507

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(h) Legal Review. Each of the parties hereto hereby represents that such party has had the opportunity to review this Agreement carefully and to consult with counsel prior to the execution of this Agreement and that such party does fully understand all the terms of this Agreement.

(i) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

(j) Headings. The section and other headings contained in this Agreement are for the convenience of the parties only and are not intended to be a part hereof or to affect the meaning or interpretation hereof.

(k) Certain Definitions.

“Affiliate”: with respect to any Person, means any other Person that, directly or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with the first Person, including but not limited to a Subsidiary of the first Person, a Person of which the first Person is a Subsidiary, or another Subsidiary of a Person of which the first Person is also a Subsidiary.

“Control”: with respect to any Person, means the possession, directly or indirectly, severally or jointly, of the power to direct or cause the direction of the management policies of such Person, whether through the ownership of voting securities, by contract or credit arrangement, as trustee or executor, or otherwise.

“Employee Trusts”: means the Irrevocable Trust FBO Lucia Hodges Cutler u/t/d March 20, 2011 and the Irrevocable Trust FBO Nina Plamondon Cutler u/t/d March 20, 2011.

“Grantor Retained Annuity Trust”: with respect to the Employee, means the Elizabeth Plamondon Cutler 2011 GRAT and, with respect to Julie Rice, means the Julie J. Rice 2011 GRAT.

“Person”: any natural person, firm, partnership, limited liability company, association, corporation, company, trust, business trust, government authority or other entity.

“Rice Trusts”: means the Trust F/B/O Parker R. Rice under Julie J. Rice 2011 GRAT and Trust F/B/O Phoebe Rice under Julie J. Rice 2011 GRAT.

“Subsidiary”: with respect to any Person, each corporation or other Person in which the first Person owns or Controls, directly or indirectly, capital stock or other ownership interests representing 50% or more of the combined voting power of the outstanding voting stock or other ownership interests of such corporation or other Person.

10. 409A Compliance

All payments under this Agreement are intended to comply with or be exempt from the requirements of Section 409A of the Code and regulations promulgated thereunder (“Section 409A”). As used in this Agreement, the “Code” means the Internal Revenue Code of 1986, as

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amended. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A, such provision shall be read in such a manner so that no payment due to Employee shall be subject to an “additional tax” within the meaning of Section 409A(a)(1)(B) of the Code. If necessary to comply with the restriction in Section 409A(a)(2)(B) of the Code concerning payments to “specified employees,” any payment on account of Employee’s separation from service that would otherwise be due hereunder within six (6) months after such separation shall be delayed until the first business day of the seventh month following the date of termination and the first such payment shall include the cumulative amount of any payments that would have been paid prior to such date if not for such restriction, together with interest on such cumulative amount during the period of such restriction at a rate, per annum, equal to the applicable federal short-term rate (compounded monthly) in effect under Section 1274(d) of the Code on the date of termination. Each payment in a series of payments hereunder shall be deemed to be a separate payment for purposes of Section 409A. In no event may Employee, directly or indirectly, designate the calendar year of payment. All reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during Employee’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement is not subject to liquidation or exchange for another benefit. Notwithstanding anything contained herein to the contrary, Employee shall not be considered to have terminated employment with the Company for purposes of Section 4(g) hereof unless Employee would be considered to have incurred a “termination of employment” from the Company within the meaning of Treasury Regulation §1.409A-1(h)(1)(ii).

11. Redemption Agreement.

Notwithstanding anything in this Agreement to the contrary, this Agreement shall automatically, without further action, notice or deed, terminate upon the termination of the Redemption Agreement in accordance with its terms, and shall thereupon be null and void ab initio. During the period of time from the date hereof until the Effective Date, or if the Effective Date shall not occur, then upon such termination, the Prior Employment Agreement shall remain in full force and effect in accordance with its terms as though this Agreement never existed.

[SIGNATURES PAGE TO FOLLOW]

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IN WITNESS WHEREOF, the parties hereto knowingly and voluntarily executed this Amended and Restated Employment Agreement, on the dates set forth below:

/s/ Elizabeth P. Cutler
Elizabeth P. Cutler
4/6/15
Date
SoulCycle Holdings, LLC, on behalf of itself and its successor by conversion, SoulCycle Inc.
By:	/s/ Larry M. Segall
Name:	Larry Segall
Title:	Executive Vice President and Chief Financial Officer
4/6/15
Date

[Signature page to Cutler A&R Employment Agreement]

EX-10.12

Exhibit 10.12

EXECUTION COPY

Rice 1% option

Option Agreement, dated as of April 6, 2015, by and between SoulCycle Holdings, LLC, a Delaware limited liability company, and Julie Rice, an individual.

Preliminary statement

Certain capitalized terms used herein have the meanings indicated in section 1 hereof.

The Company has entered into the Redemption Agreement pursuant to which it will redeem Class A-1 Units and Class A-2 Units of the Company from members of the Founders Group, following which it will convert to a Delaware corporation to be called SoulCycle Inc. pursuant to section 265 of the Delaware General Corporation Law.

The Company desires to grant to the Grantee options to purchase shares of Common Stock, and the Grantee desires to have granted to her options to purchase shares of Common Stock, on the terms and subject to the conditions set forth herein.

The Company’s obligations under this agreement will be become obligations of SoulCycle Inc. upon the Conversion and thereafter all references to the Company and to shares of Common Stock herein shall be deemed to be references to SoulCycle Inc. and shares of Common Stock of SoulCycle Inc., respectively.

Accordingly, the parties hereto agree as follows.

Agreement

1. Certain Definitions. The following terms, when used herein, have the following meanings.

(a) “Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls or is controlled by or under common control with such Person. For the purposes of this definition, “control,” when used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person or the power to elect directors or managers, whether through the ownership of voting securities, by contract or otherwise; and the terms “affiliated,” “controlling” and “controlled” have meanings correlative to the foregoing.

(b) “Board” means the board of directors of the Company.

(c) “Business Day” means any day on which national banks are open for business in the City of New York, New York.

(d) “Cause” shall have the meaning set forth in the Employment Agreement (inclusive of any applicable notice and cure rights).

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(e) “Committee” means:

(i) if the Board has established a committee of the Board to administer this agreement, then such committee, provided that the term “Committee” means (A) the Board when acting at any time in lieu of the Committee and (B) with respect to any decision involving this agreement intended to satisfy the requirements of Code section 162(m), a committee consisting of two or more directors of the Company who are “outside directors” within the meaning of Code section 162(m).

(ii) if the Board has not established a committee of the Board to administer this agreement, then the Board.

(f) “Common Stock” means:

(i) prior to a Public Offering, the Class A common stock, par value $0.01 per share, of the Company, and

(ii) thereafter, the common stock of the Company as then constituted.

(g) “Company” means:

(i) from the date hereof until the effective date of the Conversion, SoulCycle Holdings, LLC, a Delaware limited liability company, and

(ii) thereafter, SoulCycle Inc.

(h) “Conversion” means the conversion of SoulCycle Holdings, LLC into SoulCycle Inc., which conversion will become effective on the date on which SoulCycle Holdings LLC files a certificate of conversion with the office of the Secretary of State of the State of Delaware immediately following the closing under the Redemption Agreement.

(i) “Disabled” shall have the meaning set forth in the Employment Agreement.

(j) “Employment Agreement” means the Amended and Restated Employment Agreement, of even date herewith, by and between the Company and the Grantee.

(k) “Equinox” means Equinox Holdings, Inc., a Delaware corporation.

(l) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(m) “Exercise Date” has the meaning given such term in section 6(a) hereof.

(n) “Exercise Price” has the meaning given such term in section 6(b) hereof.

(o) “Exercise Shares” has the meaning given such term in section 6(a) hereof.

(p) “Fair Market Value” of a share of Common Stock as of any date shall mean the fair market value of a share of Common Stock, which shall be determined based upon a third party appraisal by a reputable firm having no material relationship with either the Grantee, on the one hand, or the Company and/or any of its Affiliates, on the other hand, of the fair market value of the Company (based on

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the value of its outstanding Common Stock), which third party appraisal shall not be required to be conducted more than once per calendar year; provided that, in the event that the Fair Market Value is to be determined following a Public Offering, Fair Market Value shall mean the average of the high and low trading price of a share of Common Stock on the applicable date; and provided further that, in all instances, a determination of Fair Market Value shall be made in compliance with Section 409A of the Code and without any discount for minority interest or lack of marketability. This definition of “Fair Market Value” shall not apply for purposes of making valuations of shares of Common Stock for any purposes independent of, or unrelated to administration of, this agreement.

(q) “Founders Group” means Elizabeth P. Cutler, an individual; the Irrevocable Trust FBO Lucia Hodges Cutler u/t/d March 20, 2011; the Irrevocable Trust FBO Nina Plamondon Cutler u/t/d March 20, 2011; Julie J. Rice, an individual; the Trust F/B/O Parker R. Rice under Julie J. Rice 2011 GRAT and the Trust F/B/O Phoebe Rice under Julie J. Rice 2011 GRAT.

(r) “Good Reason” shall have the meaning set forth in the Employment Agreement (inclusive of any applicable notice and cure rights).

(s) “Grant Date” means the effective date of the Conversion.

(t) “Grantee” means Julie Rice, an individual.

(u) “Option Price” means the exercise price per share of Common Stock of the shares of Common Stock issuable on exercise of options evidenced hereby, as initially established in section 2(b) hereof and as such amount may be adjusted from time as provided in section 9 hereof.

(v) “Person” means any natural person, association, trust, business trust, cooperative, corporation, general partnership, joint venture, joint-stock company, limited partnership, limited liability company, real estate investment trust, regulatory body, governmental agency or instrumentality, unincorporated organization or other type of entity.

(w) “Public Offering” means any primary or secondary public offering of any securities of the Company pursuant to an effective registration statement under the Securities Act, other than pursuant to a registration statement on Form S-4 or Form S-8 or any successor or similar form, that results in the listing of a class of equity securities of the Company on the New York Stock Exchange or other national exchange or quotation system in the United States.

(x) “Redemption Agreement” means the redemption agreement of even date herewith by and among the Company, each of the members of the Founders Group and Equinox.

(y) “Sale Transaction” means any of the following, in a single transaction or a series of transactions:

(i) a sale, lease, license, transfer or other disposition of all or substantially all of the assets of the Company;

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(ii) the sale, issuance or transfer, or the acquisition of “beneficial ownership” (as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) by any person or “group” (as that term is defined in Rule 13d-5 of the Securities Exchange Act of 1934, as amended), of more than 50% of the voting power of the Company;

(iii) any merger, consolidation or similar business combination transaction following which less than a majority of the voting power of the entity resulting from such merger, consolidation or other transactions is owned by Persons who were holders of capital stock of the Company immediately prior to the effective date of such merger, consolidation or other transaction; and

(iv) the adoption of a plan for the liquidation, dissolution or winding-up of the affairs of the Company.

(z) “Securities Act” means the Securities Act of 1933, as amended.

(aa) “SoulCycle Inc.” means SoulCycle Inc., a Delaware corporation into which SoulCycle LLC will be converted on the effective date of the Conversion.

(bb) “Stated Expiration Date” means the date that is the tenth anniversary of the Grant Date.

(cc) “Withholding Taxes” means the aggregate minimum amount of federal, state, local and foreign income, payroll and other taxes that the Company and any Affiliates are required to withhold in connection with the exercise of all or any portion of the options evidenced by this agreement.

2. Grant of options.

(a) Confirmation of Grant.

(i) The Company hereby evidences and confirms its grant to the Grantee, effective as of the Grant Date, of options to purchase 11,111 shares of Common Stock.

(ii) The options evidenced hereby are intended to be non-incentive stock options.

(b) Option Price. The Option Price of the options evidenced hereby is $710 per share of Common Stock, which is equal to the Fair Market Value of a share of Common Stock on the Grant Date.

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3. Vesting and exercisability.

(a) Vesting. The options evidenced hereby shall, subject to section 4(c) hereof, vest and become exercisable to the extent of 1/36th of the number of shares of Common Stock issuable on exercise of the options evidenced hereby (adjusted for split, combinations, subdivisions and other similar changes in the Common Stock) on each of the 36 monthly anniversaries of the Grant Date next following the Grant Date, provided that, in the case of each such vesting date, either:

(i) the Grantee has been continuously employed by the Company from the Grant Date through such vesting date, or

(ii) if the employment of the Grantee with the Company has been terminated, it was terminated by the Company without Cause or by the Grantee for Good Reason.

(b) Acceleration of vesting. Notwithstanding section 3(a) hereof:

(i) the options evidenced hereby shall, unless earlier terminated, become fully vested and exercisable upon the occurrence of a Sale Transaction and shall thereafter expire on the Stated Expiration Date unless exercised in full earlier than the Stated Expiration Date; provided, however, that, if the Committee so determines and so notifies the Grantee in writing no less than 15 Business Days prior to the consummation of the Sale Transaction, the options evidenced hereby shall become exercisable in full during the three Business-Day period up to and including the date of the closing of the Sale Transaction and shall terminate immediately after the consummation of the Sale Transaction, provided, further that any such exercise may be conditioned by the Grantee upon consummation of such Sale Transaction; and

(ii) the Committee, in its sole discretion, may in any event accelerate the vesting of all or any portion of the options evidenced hereby at any time and from time to time.

4. Termination of options.

(a) Stated Expiration Date. Subject to section 4(c) hereof, the options evidenced hereby shall have a term of 10 years, beginning on the Grant Date and ending on the Stated Expiration Date, on which date they shall expire and be cancelled, in accordance with the terms hereof.

(b) Effect of termination of Grantee by the Company without Cause; voluntary termination by the Grantee with Good Reason. If the Grantee’s employment with the Company is terminated by the Company without Cause, or is terminated by the Grantee for Good Reason, all options evidenced hereby shall continue to vest and become exercisable as provided in section 3(a) and 3(b) hereof and shall expire on the Stated Expiration Date unless exercised in full earlier than the Stated Expiration Date.

(c) Voluntary termination by the Grantee without Good Reason; Termination for Cause; Termination due to death or the Grantee’s becoming Disabled.

(i) If the Grantee voluntarily terminates her employment with the Company without Good Reason or her employment with the Company terminates by reason of her death or her becoming Disabled, all options evidenced hereby to the extent not then vested shall automatically terminate and be canceled immediately upon such termination of employment.

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(ii) Following the Grantee’s voluntary termination of her employment without Good Reason, her death or her becoming Disabled, or termination of her employment for Cause, the Grantee or her estate or personal representative shall have the right to exercise any options evidenced hereby to the extent vested as of the date of such termination of employment but only until the first to occur of:

(A) the 90th day after the effective date of the Grantee’s termination of employment or, in the case of a termination for death or the Grantee’s becoming Disabled, the date 12 months from such effective date, and

(B) the Stated Expiration Date,

in which event all of the Grantee’s vested options shall expire on the applicable expiration date specified in clause (1) or (2) immediately above.

(d) Termination of a Grantee by the Company for Cause. Notwithstanding anything else contained in this agreement, if the Grantee’s employment with the Company is terminated by the Company for Cause, all unvested options evidenced hereby shall automatically terminate and be canceled immediately upon such termination of employment.

5. Restrictions on exercise; non-transferability of options.

(a) Restrictions on exercise. Once vested in accordance with the provisions of this agreement, the options evidenced hereby may be exercised only with respect to full shares of Common Stock. No fractional shares of Common Stock shall be issued. Notwithstanding any other provision of this agreement, the options evidenced hereby may not be exercised in whole or in part unless:

(i) all requisite approvals and consents of any governmental authority of any kind having jurisdiction over the exercise of the options evidenced hereby or the delivery of the Exercise Shares shall have been secured; provided that the Company shall use its commercially reasonable efforts to obtain any such approvals or consents,

(ii) the purchase of the shares of Common Stock upon the exercise of the options evidenced hereby shall be exempt from registration under applicable U.S. federal and state securities laws, or the purchase of the shares of Common Stock shall have been registered under such laws, and

(iii) all applicable U.S. federal, state and local tax withholding requirements shall have been satisfied.

(b) Non-transferability of options. The options evidenced hereby may be exercised only by the Grantee or, following her death or the Grantee’s becoming

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Disabled, by the Grantee’s estate or personal representative. The options evidenced hereby are not assignable or transferable, in whole or in part, and they may not, directly or indirectly, be offered, sold, transferred, pledged, assigned, or otherwise alienated or hypothecated or otherwise disposed of or encumbered (including without limitation by gift, operation of law or otherwise) other than by will or by the laws of descent and distribution to the estate of the Grantee upon the Grantee’s death.

(c) Grantee’s responsibility for taxes; withholding.

(i) The Grantee is solely responsible and liable for the satisfaction of all taxes and penalties that may arise in connection with the exercise of options evidenced hereby (including any taxes and penalties arising under section 409A of the Code), and neither the Company, nor any Affiliate, nor any of their employees, directors, or agents shall have any obligation to mitigate, indemnify, or to otherwise hold the Grantee harmless from any or all of such taxes.

(ii) Whenever shares of Common Stock are to be issued upon exercise of the options evidenced hereby, the Grantee shall remit to the Company an amount in cash sufficient to satisfy all applicable U.S. federal, state and local tax withholding requirements as a condition to the issuance of such shares of Common Stock. The Company shall, if requested by the Grantee, withhold shares of Common Stock valued for this purpose at their Fair Market Value as of the date of exercise to satisfy the minimum applicable withholding requirements, subject to any rules adopted by the Committee regarding compliance with applicable law, including, but not limited to, section 16(b) of the Exchange Act.

6. Manner of exercise.

(a) Options evidenced hereby may to the extent vested be exercised, in whole or in part, by notice to the Secretary of the Company in writing given at least 5 Business Days prior to the date as of which the Grantee will so exercise such options (the “Exercise Date”), specifying the number of whole shares of Common Stock with respect to which such options are being exercised (the “Exercise Shares”) and the aggregate Option Price for such Exercise Shares; provided that if the shares of Common Stock are traded on a U.S. national securities exchange, notice may be given 2 Business Days before the Exercise Date.

(b) Exercise shall occur by delivery of both written notice of exercise to the Secretary of the Company, and payment to the Company of the full exercise price for the shares of Common Stock being purchased, which shall be an amount equal to the product of the number of Exercise Shares and the Option Price (the “Exercise Price”), and an amount equal to all applicable Withholding Taxes required by reason of such exercise.

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(c) The methods of payment that the Grantee may utilize in exercising the options evidenced hereby include:

(i) cash or check payable to the Company (in U.S. dollars);

(ii) other shares of Common Stock that (1) are owned by the Grantee, (2) have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the shares of Common Stock as to which options evidenced hereby are being exercised, (3) are, at the time of such surrender, free and clear of any and all claims, pledges, liens and encumbrances, or any restrictions that would in any manner restrict the transfer of such shares to or by the Company, and (4) are duly endorsed for transfer to the Company;

(iii) a net exercise by surrendering to the Company shares of Common Stock otherwise receivable upon exercise of the options evidenced hereby; or

(iv) any combination of the foregoing methods of payment.

(d) Shares of Common Stock issuable upon exercise of options evidenced hereby shall be deemed effective and to have been issued as of the date on which the Company has received from the exercising Grantee or the Grantee’s representative a duly completed notice of exercise and sufficient payment in accordance with Section 6(c) above to cover the full exercise price due and all applicable Withholding Taxes required by reason of such exercise.

(e) As promptly as practicable following the Exercise Date, the Company shall deliver to the Grantee a certificate or certificates representing the Exercise Shares, registered in the name of the Grantee and bearing appropriate legends as provided in section 7(b) hereof.

(f) The Company may require the Grantee to furnish or execute such other documents as the Company reasonably deems necessary:

(i) to evidence such exercise,

(ii) to determine whether registration is then required under the Securities Act and

(iii) to comply with or satisfy the requirements of the Securities Act, applicable state securities laws or any other applicable law.

7. Grantee’s representations, warranties and covenants.

(a) Investment intention. The Grantee represents and warrants that the options evidenced hereby have been, and any Exercise Shares will be, acquired by the Grantee solely for the Grantee’s own account for investment and not with a view to or for sale in connection with any distribution thereof. The Grantee agrees that the Grantee will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of all or any portion of the options evidenced hereby or any of the Exercise Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of all or any portion of the options evidenced hereby or any of the Exercise Shares), except in compliance with the Securities Act and the rules and regulations of the U.S. Securities and Exchange Commission thereunder,

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and in compliance with applicable state or foreign securities or “blue sky” laws. The Grantee further understands, acknowledges and agrees that none of the Exercise Shares may be offered, sold, transferred, pledged, assigned, or otherwise alienated or hypothecated or otherwise disposed of unless the provisions of the Company’s certificate of incorporation as then in effect shall have been complied with.

(b) Legends. The Grantee acknowledges that, unless a registration statement shall then be in effect covering the resale of the Exercise Shares, any certificate representing the Exercise Shares shall bear the following legend:

“THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, TRANSFERRED OR OTHERWISE DISPOSED OF (EACH, A “TRANSFER”) UNLESS AND UNLESS REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS SUCH TRANSFER IS (A) EXEMPT FROM REGISTRATION OR IS OTHERWISE IN COMPLIANCE WITH THE ACT AND SUCH LAWS IN THE OPINION OF COUNSEL TO THE SHAREHOLDER, WHICH COUNSEL MUST BE, AND THE FORM AND SUBSTANCE OF WHICH OPINION ARE, REASONABLY SATISFACTORY TO THE ISSUER AND (B) IN COMPLIANCE WITH THE TERMS OF THE COMPANY’S CERTIFICATE OF INCORPORATION AND ANY AMENDMENTS, SUPPLEMENTS OR MODIFICATIONS THERETO.”

Unless a Public Offering shall have been consummated, any certificate representing the Exercise Shares shall bear the following additional legend:

“THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN THE COMPANY’S CERTIFICATE OF INCORPORATION, A COPY OF WHICH IS AVAILABLE FOR INSPECTION AT THE OFFICES OF THE COMPANY. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY, AND SUCH TRANSFER SHALL BE VOIDABLE, UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF THE COMPANY’S CERTIFICATE OF INCORPORATION.”

(c) Ability to bear risk. The Grantee covenants that the Grantee will not exercise all or any portion of the options evidenced hereby unless (i) the financial situation of the Grantee is such that the Grantee can afford to bear the economic risk of holding the Exercise Shares for an indefinite period and (ii) the Grantee can afford to suffer the complete loss of the Grantee’s investment in the Exercise Shares.

(d) Restriction on sale upon Public Offering. The Grantee agrees that, in the event the Company files a registration statement in connection with a Public Offering, the Grantee will not, without the prior written consent of the Company, effect any public sale or distribution of any of the Exercise Shares (other than as part of such Public Offering), including but not limited to, pursuant to Rule 144 or Rule 144A under the Securities Act, for the duration (not to exceed 20 days prior

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to and the 180 days after the effective date of such registration statement) specified by and to the extent requested by the Company and an underwriter of the Common Stock or other securities of the Company at any time during such period except Common Stock (or other securities) included in such registration; provided, however, that (i) all officers and directors of the Company and all persons with registration rights with respect to the Company’s capital stock enter into similar agreements; and (ii) the restrictions applicable to Grantee are no more restrictive than those applicable to any other shareholder, director or officer of the Company. The Grantee further understands and acknowledges that any sale, transfer or other disposition of the Exercise Shares by her following a Public Offering will be subject to compliance with, and may be limited under, the federal securities laws and/or state “blue sky” laws.

(e) Registration. As soon as practicable following a Public Offering, the Company shall use its commercially reasonable efforts to effect the registration under the Securities Act of all of the shares evidenced hereby, to the extent such shares are eligible for registration on Form S-8 (or other applicable form for registration relating to the sale of securities to employees or other service providers in a Company stock option plan or other equity incentive plan).

8. Representations and warranties of the Company. The Company represents and warrants to the Grantee that:

(a) the Company has been duly formed and is an existing limited liability company in good standing under the laws of the state of its formation,

(b) this agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and

(c) the Exercise Shares, when issued, delivered and paid for, upon exercise of the options evidenced hereby in accordance with the terms hereof, will be duly authorized, validly issued, fully paid and nonassessable, and free and clear of any liens or encumbrances other than those created pursuant to this agreement and the Company’s certificate of incorporation or otherwise in connection with the transactions contemplated hereby.

9. Change in capital structure; effect of excess dilution; most favored nations provision.

(a) The Committee shall equitably adjust the number and type of shares of Common Stock issuable on exercise of the options evidenced hereby, as well as the Option Price, to reflect any increase or decrease in the number or change in the character of issued shares of Common Stock resulting from a stock-split, reverse stock-split, stock dividend, extraordinary dividend (as determined by the Committee in its sole discretion) whether such dividend is payable in cash, other property or a combination of both, combination, recapitalization or reclassification of the shares of Common Stock, merger, consolidation, change in organization form, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt or payment of consideration by the Company. In the event of any such transaction or event, the Committee shall

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make such adjustments as necessary to preserve the benefits or potential benefits of the options evidenced hereby and may provide in substitution for the options evidenced hereby such alternative consideration (including cash or securities of any surviving entity) as it may in good faith determine to be equitable under the circumstances and may require in connection therewith the surrender of the option evidenced hereby. In any case, such substitution of cash or securities shall not require the consent of the Grantee. Except as expressly provided herein, if the Company issues for consideration shares of equity securities of any class or securities convertible into shares of equity securities of any class, the issuance shall not affect, and no adjustment by reason thereof shall be required to be made with respect to, the number or price of shares of Common Stock issuable on exercise of options evidenced hereby.

(b) In the event that the Company, at any time prior to the earlier of the closing of a Public Offering and December 31, 2016, adopts one or more equity compensation plans for directors, officers or employees of the Company that, when combined with options granted to Julie Rice and Elizabeth Cutler (without double counting), provides for the grant of options or awards covering more than 176,471 shares of Common Stock or their equivalent, the number of shares of Common Stock subject to the options evidenced hereby shall be increased by a factor equal to the ratio of:

(i) the sum of:

(A) the number of shares of Common Stock outstanding immediately following the Grant Date,

(B) the number of shares of Common Stock subject to option agreements between the Company and Julie Rice and Elizabeth Cutler, and

(C) the number of shares of Common Stock reserved for issuance in connection with such stock options plan or plans (without double counting of shares included under clause (B) above), to

(ii) 1, 176,471 shares of Common Stock, and:

the Option Price shall be decreased by a factor that is the reciprocal of the foregoing factor. The numbers in this section 9(b) shall be appropriately adjusted by the Committee to reflect any stock-split, reverse stock-split, stock dividend or other change in the number of character of the shares of Common Stock.

(c) In the event that the Company, at any time prior to the earlier of the closing of a Public Offering and December 31, 2016, adopts a stock option plan for employees of the Company that provides for the grant of options to purchase shares of Common Stock on terms more favorable to the holders of such options than the terms of this agreement are to the Grantee (other than Option Price, the number of shares of Common Stock issuable on exercise of options evidenced hereby, the Grant Date or the Stated Expiration Date), the Company shall offer to amend this agreement to change the terms of this agreement so as to make the terms of this agreement correspond to the terms of options granted under such stock option plan.

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10. Relationship to other benefits. Neither the grant of the options evidenced hereby nor any value received by the Grantee pursuant to this agreement shall be taken into account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Affiliate except to the extent otherwise expressly provided in writing in such other plan or an agreement thereunder.

11. No shareholder rights. Neither the Grantee nor any transferee or beneficiary of the Grantee shall have any rights as a shareholder of the Company with respect to any shares of Common Stock issuable on exercise of options evidenced hereby until the effective date (as set forth in Section 6(d) hereof) of the exercise by the Grantee or such transferee, or beneficiary in accordance with the terms of this agreement. Prior to such effective date, the Grantee shall not have the right to vote or to receive dividends or any other rights as a shareholder with respect to the shares of Common Stock issuable on exercise of options evidenced hereby. No adjustment will be made for a dividend or other right that is determined based on a record date prior to the effective date of the exercise of options represented hereby, except as otherwise specifically provided for herein.

12. Miscellaneous.

(a) Notices. All notices and other communications required or permitted to be given under this agreement shall be in writing and shall be deemed to have been given if delivered personally or sent by certified or express mail, return receipt requested, postage prepaid, or by any recognized international equivalent of such delivery, to the Company or the Grantee, at the following addresses or to such other address as the Company or the Grantee, shall specify by notice to the others:

(i) if to the Company, to it at:

SoulCycle Holdings, LLC

103 Warren Street

New York, New York 10007

Fax:

Telephone: (212) 406-1300

Attention: Elizabeth Cutler and Julie Rice

with a copy of written notices to:

Equinox Holdings, Inc.

895 Broadway

New York, New York 10003

Fax: (212) 780-9769

Telephone: (212) 774-6333

Attention: Harvey Spevak

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and with a copy of written notices to:

Equinox Holdings, Inc.

895 Broadway

New York, New York 10003

Fax: (212) 780-9769

Telephone: (646) 871-7463

Attention: Kevin Morris

(ii) if to the Grantee, to the Grantee at the address set forth on the signature page hereof with a copy of written notices to:

Steven E. Siesser, Esq.

Lowenstein Sandler LLP

1251 Avenue of the Americas, 18^th Floor

New York, New York 10020

Tel: (212) 204.8688

Fax: (973) 597.2507

All such notices and communications shall be deemed to have been received on the date of delivery if delivered personally or on the third Business Day after the mailing thereof, provided that the party giving such notice or communication shall have attempted to telephone the party or parties to which notice is being given during regular business hours on or before the day such notice or communication is being sent, to advise such party or parties that such notice is being sent.

(b) No right to employment. Nothing in this agreement shall be deemed to confer on the Grantee any right to continue in the employ of the Company, or to interfere with or limit in any way the right of the Company to terminate such employment at any time, subject to the terms and conditions of the Employment Agreement.

(c) Binding effect; benefits. This agreement shall be binding upon and inure to the benefit of the parties to this agreement and their respective successors and assigns, including, without limitation, SoulCycle Inc. immediately following the Conversion. Nothing in this agreement, express or implied, is intended or shall be construed to give any person other than the parties to this agreement or their respective successors or assigns any legal or equitable right, remedy or claim under or in respect of any agreement or any provision contained herein.

(d) Waiver. Any party hereto or beneficiary hereof may by written notice to the other parties:

(i) extend the time for the performance of any of the obligations or other actions of the other parties under this agreement,

(ii) waive compliance with any of the conditions or covenants of the other parties contained in this agreement and

(iii) waive or modify performance of any of the obligations of the other parties under this agreement.

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Except as provided in the preceding sentence, no action taken pursuant to this agreement, including, without limitation, any investigation by or on behalf of any party or beneficiary, shall be deemed to constitute a waiver by the party or beneficiary taking such action of compliance with any representations, warranties, covenants or agreements contained herein. The waiver by any party hereto or beneficiary hereof of a breach of any provision of this agreement shall not operate or be construed as a waiver of any preceding or succeeding breach and no failure by a party or beneficiary to exercise any right or privilege hereunder shall be deemed a waiver of such party’s or beneficiary’s rights or privileges hereunder or shall be deemed a waiver of such party’s or beneficiary’s rights to exercise the same at any subsequent time or times hereunder.

(e) Amendment. This agreement may not be amended, modified or supplemented orally, but only by a written instrument executed by the Grantee and the Company.

(f) Assignability. Neither this agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by the Grantee without the prior written consent of the Company.

(g) Applicable law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO PRINCIPLES OF CONFLICT OF LAWS THAT WOULD REQUIRE OR PERMIT APPLICATION OF THE LAW OF ANOTHER JURISDICTION.

(h) Section and other headings, etc. The section and other headings contained in this agreement are for reference purposes only and shall not affect the meaning or interpretation of this agreement.

(i) Counterparts. This agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Company and the Grantee have executed this agreement as of the date first above written.

The Company
SoulCycle Holdings, LLC, on behalf of itself and its successor by conversion, SoulCycle Inc.
By:	/s/ Larry M. Segall
Name:	Larry Segall
Title:	Executive Vice President and Chief Financial Officer

[Signatures continue on next page]

[Signature Page to Rice 1% Option Agreement]

Grantee
/s/ Julie J. Rice
Name:	Julie J. Rice
Address:

[Signature Page to Rice 1% Option Agreement]

EX-10.13

Exhibit 10.13

EXECUTION COPY

Rice 0.5% option

Option Agreement, dated as of April 6, 2015, by and between SoulCycle Holdings, LLC, a Delaware limited liability company, and Julie Rice, an individual.

Preliminary statement

Certain capitalized terms used herein have the meanings indicated in section 1 hereof.

The Company has entered into the Redemption Agreement pursuant to which it will redeem Class A-1 Units and Class A-2 Units of the Company from members of the Founders Group, following which it will convert to a Delaware corporation to be called SoulCycle Inc. pursuant to section 265 of the Delaware General Corporation Law.

The Company desires to grant to the Grantee options to purchase shares of Common Stock, and the Grantee desires to have granted to her options to purchase shares of Common Stock, on the terms and subject to the conditions set forth herein.

The Company’s obligations under this agreement will be become obligations of SoulCycle Inc. upon the Conversion and thereafter all references to the Company and to shares of Common Stock herein shall be deemed to be references to SoulCycle Inc. and shares of Common Stock of SoulCycle Inc., respectively.

Accordingly, the parties hereto agree as follows.

Agreement

1. Certain Definitions. The following terms, when used herein, have the following meanings.

(a) “Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls or is controlled by or under common control with such Person. For the purposes of this definition, “control,” when used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person or the power to elect directors or managers, whether through the ownership of voting securities, by contract or otherwise; and the terms “affiliated,” “controlling” and “controlled” have meanings correlative to the foregoing.

(b) “Board” means the board of directors of the Company.

(c) “Business Day” means any day on which national banks are open for business in the City of New York, New York.

(d) “Cause” shall have the meaning set forth in the Employment Agreement (inclusive of any applicable notice and cure rights).

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(e) “Committee” means:

(i) if the Board has established a committee of the Board to administer this agreement, then such committee, provided that the term “Committee” means (A) the Board when acting at any time in lieu of the Committee and (B) with respect to any decision involving this agreement intended to satisfy the requirements of Code section 162(m), a committee consisting of two or more directors of the Company who are “outside directors” within the meaning of Code section 162(m).

(ii) if the Board has not established a committee of the Board to administer this agreement, then the Board.

(f) “Common Stock” means:

(i) prior to a Public Offering, the Class A common stock, par value $0.01 per share, of the Company, and

(ii) thereafter, the common stock of the Company as then constituted.

(g) “Company” means:

(i) from the date hereof until the effective date of the Conversion, SoulCycle Holdings, LLC, a Delaware limited liability company, and

(ii) thereafter, SoulCycle Inc.

(h) “Conversion” means the conversion of SoulCycle Holdings, LLC into SoulCycle Inc., which conversion will become effective on the date on which SoulCycle Holdings LLC files a certificate of conversion with the office of the Secretary of State of the State of Delaware immediately following the closing under the Redemption Agreement.

(i) “Disabled” shall have the meaning set forth in the Employment Agreement.

(j) “Employment Agreement” means the Amended and Restated Employment Agreement, of even date herewith, by and between the Company and the Grantee.

(k) “Equinox” means Equinox Holdings, Inc., a Delaware corporation.

(l) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(m) “Exercise Date” has the meaning given such term in section 6(a) hereof.

(n) “Exercise Price” has the meaning given such term in section 6(b) hereof.

(o) “Exercise Shares” has the meaning given such term in section 6(a) hereof.

(p) “Fair Market Value” of a share of Common Stock as of any date shall mean the fair market value of a share of Common Stock, which shall be determined based upon a third party appraisal by a reputable firm having no material relationship with either the Grantee, on the one hand, or the Company and/or any of its Affiliates, on the other hand, of the fair market value of the Company (based on

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the value of its outstanding Common Stock), which third party appraisal shall not be required to be conducted more than once per calendar year; provided that, in the event that the Fair Market Value is to be determined following a Public Offering, Fair Market Value shall mean the average of the high and low trading price of a share of Common Stock on the applicable date; and provided further that, in all instances, a determination of Fair Market Value shall be made in compliance with Section 409A of the Code and without any discount for minority interest or lack of marketability. This definition of “Fair Market Value” shall not apply for purposes of making valuations of shares of Common Stock for any purposes independent of, or unrelated to administration of, this agreement.

(q) “Founders Group” means Elizabeth P. Cutler, an individual; the Irrevocable Trust FBO Lucia Hodges Cutler u/t/d March 20, 2011; the Irrevocable Trust FBO Nina Plamondon Cutler u/t/d March 20, 2011; Julie J. Rice, an individual; the Trust F/B/O Parker R. Rice under Julie J. Rice 2011 GRAT and the Trust F/B/O Phoebe Rice under Julie J. Rice 2011 GRAT.

(r) “Good Reason” shall have the meaning set forth in the Employment Agreement (inclusive of any applicable notice and cure rights).

(s) “Grant Date” means the effective date of the Conversion.

(t) “Grantee” means Julie Rice, an individual.

(u) “Option Price” means the exercise price per share of Common Stock of the shares of Common Stock issuable on exercise of options evidenced hereby, as initially established in section 2(b) hereof and as such amount may be adjusted from time as provided in section 9 hereof.

(v) “Person” means any natural person, association, trust, business trust, cooperative, corporation, general partnership, joint venture, joint-stock company, limited partnership, limited liability company, real estate investment trust, regulatory body, governmental agency or instrumentality, unincorporated organization or other type of entity.

(w) “Public Offering” means any primary or secondary public offering of any securities of the Company pursuant to an effective registration statement under the Securities Act, other than pursuant to a registration statement on Form S-4 or Form S-8 or any successor or similar form, that results in the listing of a class of equity securities of the Company on the New York Stock Exchange or other national exchange or quotation system in the United States.

(x) “Redemption Agreement” means the redemption agreement of even date herewith by and among the Company, each of the members of the Founders Group and Equinox.

(y) “Sale Transaction” means any of the following, in a single transaction or a series of transactions:

(i) a sale, lease, license, transfer or other disposition of all or substantially all of the assets of the Company;

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(ii) the sale, issuance or transfer, or the acquisition of “beneficial ownership” (as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) by any person or “group” (as that term is defined in Rule 13d-5 of the Securities Exchange Act of 1934, as amended), of more than 50% of the voting power of the Company;

(iii) any merger, consolidation or similar business combination transaction following which less than a majority of the voting power of the entity resulting from such merger, consolidation or other transactions is owned by Persons who were holders of capital stock of the Company immediately prior to the effective date of such merger, consolidation or other transaction; and

(iv) the adoption of a plan for the liquidation, dissolution or winding-up of the affairs of the Company.

(z) “Securities Act” means the Securities Act of 1933, as amended.

(aa) “SoulCycle Inc.” means SoulCycle Inc., a Delaware corporation into which SoulCycle LLC will be converted on the effective date of the Conversion.

(bb) “Stated Expiration Date” means the date that is the tenth anniversary of the Grant Date.

(cc) “Withholding Taxes” means the aggregate minimum amount of federal, state, local and foreign income, payroll and other taxes that the Company and any Affiliates are required to withhold in connection with the exercise of all or any portion of the options evidenced by this agreement.

2. Grant of options.

(a) Confirmation of Grant.

(i) The Company hereby evidences and confirms its grant to the Grantee, effective as of the Grant Date, of options to purchase 5,556 shares of Common Stock.

(ii) The options evidenced hereby are intended to be non-incentive stock options.

(b) Option Price.

(i) If the options evidenced hereby vest and become exercisable pursuant to section 3(a) hereof, the Option Price of the options evidenced hereby shall be equal to the price per share at which Common Stock is offered for sale by the Company in the Company’s initial Public Offering, but in no event less than the Fair Market Value of a share of Common Stock on the Grant Date.

(ii) If the options evidenced hereby vest and become exercisable pursuant to section 3(b) hereof, the Option Price of the options evidenced hereby shall be $710 per share of Common Stock, which is equal to the Fair Market Value of a share of Common Stock on the Grant Date.

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3. Vesting and exercisability.

(a) Vesting. The options evidenced hereby shall, unless earlier terminated, vest and become exercisable upon the closing of the Company’s initial Public Offering.

(b) Acceleration of vesting. Notwithstanding section 3(a) hereof:

(i) the options evidenced hereby shall become fully vested and exercisable upon the occurrence of a Sale Transaction and shall thereafter expire on the Stated Expiration Date unless exercised in full earlier than the Stated Expiration Date; provided, however, that, if the Committee so determines and so notifies the Grantee in writing no less than 15 Business Days prior to the consummation of the Sale Transaction, the options evidenced hereby shall become exercisable in full during the three Business-Day period up to and including the date of the closing of the Sale Transaction and shall terminate immediately after the consummation of the Sale Transaction, provided, further, that any such exercise may be conditioned by the Grantee upon consummation of such Sale Transaction; and

(ii) the Committee, in its sole discretion, may in any event accelerate the vesting of all or any portion of the options evidenced hereby at any time and from time to time.

4. Termination of options.

(a) Stated Expiration Date. Subject to section 4(c) hereof, the options evidenced hereby shall have a term of 10 years, beginning on the Grant Date and ending on the Stated Expiration Date, on which date they shall expire and be cancelled, in accordance with the terms hereof.

(b) Effect of termination of Grantee by the Company without Cause; voluntary termination by the Grantee with Good Reason. If the Grantee’s employment with the Company is terminated by the Company without Cause, or is terminated by the Grantee for Good Reason, all options evidenced hereby shall continue to vest and become exercisable as provided in section 3(a) and 3(b) hereof and shall expire on the Stated Expiration Date unless exercised in full earlier than the Stated Expiration Date.

(c) Voluntary termination by the Grantee without Good Reason; Termination For Cause; Termination due to death or the Grantee’s becoming Disabled.

(i) If the Grantee voluntarily terminates her employment with the Company without Good Reason or her employment with the Company terminates by reason of her death or her becoming Disabled, all options evidenced hereby to the extent not then vested shall automatically terminate and be canceled immediately upon such termination of employment.

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(ii) Following the Grantee’s voluntary termination of her employment without Good Reason, her death or her becoming Disabled, or termination of her employment for Cause, the Grantee or her estate or personal representative shall have the right to exercise any options evidenced hereby to the extent vested as of the date of such termination of employment but only until the first to occur of:

(A) the 90th day after the effective date of the Grantee’s termination of employment or, in the case of a termination for death or the Grantee’s becoming Disabled, the date 12 months from such effective date, and

(B) the Stated Expiration Date,

in which event all of the Grantee’s vested options shall expire on the applicable expiration date specified in clause (1) or (2) immediately above.

(d) Termination of a Grantee by the Company for Cause. Notwithstanding anything else contained in this agreement, if the Grantee’s employment with the Company is terminated by the Company for Cause, all unvested options evidenced hereby shall automatically terminate and be canceled immediately upon such termination of employment.

5. Restrictions on exercise; non-transferability of options.

(a) Restrictions on exercise. Once vested in accordance with the provisions of this agreement, the options evidenced hereby may be exercised only with respect to full shares of Common Stock. No fractional shares of Common Stock shall be issued. Notwithstanding any other provision of this agreement, the options evidenced hereby may not be exercised in whole or in part unless:

(i) all requisite approvals and consents of any governmental authority of any kind having jurisdiction over the exercise of the options evidenced hereby or the delivery of the Exercise Shares shall have been secured; provided that the Company shall use its commercially reasonable efforts to obtain any such approvals or consents,

(ii) the purchase of the shares of Common Stock upon the exercise of the options evidenced hereby shall be exempt from registration under applicable U.S. federal and state securities laws, or the purchase of the shares of Common Stock shall have been registered under such laws, and

(iii) all applicable U.S. federal, state and local tax withholding requirements shall have been satisfied.

(b) Non-transferability of options. The options evidenced hereby may be exercised only by the Grantee or, following her death or the Grantee’s becoming Disabled, by the Grantee’s estate or personal representative. The options evidenced hereby are not assignable or transferable, in whole or in part, and they may not, directly or indirectly, be offered, sold, transferred, pledged, assigned, or

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otherwise alienated or hypothecated or otherwise disposed of or encumbered (including without limitation by gift, operation of law or otherwise) other than by will or by the laws of descent and distribution to the estate of the Grantee upon the Grantee’s death.

(c) Grantee’s responsibility for taxes; withholding.

(i) The Grantee is solely responsible and liable for the satisfaction of all taxes and penalties that may arise in connection with the exercise of options evidenced hereby (including any taxes and penalties arising under section 409A of the Code), and neither the Company, nor any Affiliate, nor any of their employees, directors, or agents shall have any obligation to mitigate, indemnify, or to otherwise hold the Grantee harmless from any or all of such taxes.

(ii) Whenever shares of Common Stock are to be issued upon exercise of the options evidenced hereby, the Grantee shall remit to the Company an amount in cash sufficient to satisfy all applicable U.S. federal, state and local tax withholding requirements as a condition to the issuance of such shares of Common Stock. The Company shall, if requested by the Grantee, withhold shares of Common Stock valued for this purpose at their Fair Market Value as of the date of exercise to satisfy the minimum applicable withholding requirements, subject to any rules adopted by the Committee regarding compliance with applicable law, including, but not limited to, section 16(b) of the Exchange Act.

6. Manner of exercise.

(a) Options evidenced hereby may to the extent vested be exercised, in whole or in part, by notice to the Secretary of the Company in writing given at least 5 Business Days prior to the date as of which the Grantee will so exercise such options (the “Exercise Date”), specifying the number of whole shares of Common Stock with respect to which such options are being exercised (the “Exercise Shares”) and the aggregate Option Price for such Exercise Shares; provided that if the shares of Common Stock are traded on a U.S. national securities exchange, notice may be given 2 Business Days before the Exercise Date.

(b) Exercise shall occur by delivery of both written notice of exercise to the Secretary of the Company, and payment to the Company of the full exercise price for the shares of Common Stock being purchased, which shall be an amount equal to the product of the number of Exercise Shares and the Option Price (the “Exercise Price”), and an amount equal to all applicable Withholding Taxes required by reason of such exercise.

(c) The methods of payment that the Grantee may utilize in exercising the options evidenced hereby include:

(i) cash or check payable to the Company (in U.S. dollars);

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(ii) other shares of Common Stock that (1) are owned by the Grantee, (2) have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the shares of Common Stock as to which options evidenced hereby are being exercised, (3) are, at the time of such surrender, free and clear of any and all claims, pledges, liens and encumbrances, or any restrictions that would in any manner restrict the transfer of such shares to or by the Company, and (4) are duly endorsed for transfer to the Company;

(iii) a net exercise by surrendering to the Company shares of Common Stock otherwise receivable upon exercise of the options evidenced hereby; or

(iv) any combination of the foregoing methods of payment.

(d) Shares of Common Stock issuable upon exercise of options evidenced hereby shall be deemed effective and to have been issued as of the date on which the Company has received from the exercising Grantee or the Grantee’s representative a duly completed notice of exercise and sufficient payment in accordance with Section 6(c) above to cover the full exercise price due and all applicable Withholding Taxes required by reason of such exercise.

(e) As promptly as practicable following the Exercise Date, the Company shall deliver to the Grantee a certificate or certificates representing the Exercise Shares, registered in the name of the Grantee and bearing appropriate legends as provided in section 7(b) hereof.

(f) The Company may require the Grantee to furnish or execute such other documents as the Company reasonably deems necessary:

(i) to evidence such exercise,

(ii) to determine whether registration is then required under the Securities Act and

(iii) to comply with or satisfy the requirements of the Securities Act, applicable state securities laws or any other applicable law.

7. Grantee’s representations, warranties and covenants.

(a) Investment intention. The Grantee represents and warrants that the options evidenced hereby have been, and any Exercise Shares will be, acquired by the Grantee solely for the Grantee’s own account for investment and not with a view to or for sale in connection with any distribution thereof. The Grantee agrees that the Grantee will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of all or any portion of the options evidenced hereby or any of the Exercise Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of all or any portion of the options evidenced hereby or any of the Exercise Shares), except in compliance with the Securities Act and the rules and regulations of the U.S. Securities and Exchange Commission thereunder, and in compliance with applicable state or foreign securities or “blue sky” laws. The Grantee further understands, acknowledges and agrees that none of the

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Exercise Shares may be offered, sold, transferred, pledged, assigned, or otherwise alienated or hypothecated or otherwise disposed of unless the provisions of the Company’s certificate of incorporation as then in effect shall have been complied with.

(b) Legends. The Grantee acknowledges that, unless a registration statement shall then be in effect covering the resale of the Exercise Shares, any certificate representing the Exercise Shares shall bear the following legend:

“THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, TRANSFERRED OR OTHERWISE DISPOSED OF (EACH, A “TRANSFER”) UNLESS AND UNLESS REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS SUCH TRANSFER IS (A) EXEMPT FROM REGISTRATION OR IS OTHERWISE IN COMPLIANCE WITH THE ACT AND SUCH LAWS IN THE OPINION OF COUNSEL TO THE SHAREHOLDER, WHICH COUNSEL MUST BE, AND THE FORM AND SUBSTANCE OF WHICH OPINION ARE, REASONABLY SATISFACTORY TO THE ISSUER AND (B) IN COMPLIANCE WITH THE TERMS OF THE COMPANY’S CERTIFICATE OF INCORPORATION AND ANY AMENDMENTS, SUPPLEMENTS OR MODIFICATIONS THERETO.”

Unless a Public Offering shall have been consummated, any certificate representing the Exercise Shares shall bear the following additional legend:

“THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN THE COMPANY’S CERTIFICATE OF INCORPORATION, A COPY OF WHICH IS AVAILABLE FOR INSPECTION AT THE OFFICES OF THE COMPANY. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY, AND SUCH TRANSFER SHALL BE VOIDABLE, UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF THE COMPANY’S CERTIFICATE OF INCORPORATION.”

(c) Ability to bear risk. The Grantee covenants that the Grantee will not exercise all or any portion of the options evidenced hereby unless (i) the financial situation of the Grantee is such that the Grantee can afford to bear the economic risk of holding the Exercise Shares for an indefinite period and (ii) the Grantee can afford to suffer the complete loss of the Grantee’s investment in the Exercise Shares.

(d) Restriction on sale upon Public Offering. The Grantee agrees that, in the event the Company files a registration statement in connection with a Public Offering, the Grantee will not, without the prior written consent of the Company, effect any public sale or distribution of any of the Exercise Shares (other than as part of such Public Offering), including but not limited to, pursuant to Rule 144 or Rule 144A under the Securities Act, for the duration (not to exceed 20 days prior to and the 180 days after the effective date of such registration statement) specified by and to the extent requested by the Company and an underwriter of

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the Common Stock or other securities of the Company at any time during such period except Common Stock (or other securities) included in such registration; provided, however, that (i) all officers and directors of the Company and all persons with registration rights with respect to the Company’s capital stock enter into similar agreements; and (ii) the restrictions applicable to Grantee are no more restrictive than those applicable to any other shareholder, director or officer of the Company. The Grantee further understands and acknowledges that any sale, transfer or other disposition of the Exercise Shares by her following a Public Offering will be subject to compliance with, and may be limited under, the federal securities laws and/or state “blue sky” laws.

(e) Registration. As soon as practicable following a Public Offering, the Company shall use its commercially reasonable efforts to effect the registration under the Securities Act of all of the shares evidenced hereby, to the extent such shares are eligible for registration on Form S-8 (or other applicable form for registration relating to the sale of securities to employees or other service providers in a Company stock option plan or other equity incentive plan).

8. Representations and warranties of the Company. The Company represents and warrants to the Grantee that:

(a) the Company has been duly formed and is an existing limited liability company in good standing under the laws of the state of its formation,

(b) this agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and

(c) the Exercise Shares, when issued, delivered and paid for, upon exercise of the options evidenced hereby in accordance with the terms hereof, will be duly authorized, validly issued, fully paid and nonassessable, and free and clear of any liens or encumbrances other than those created pursuant to this agreement and the Company’s certificate of incorporation or otherwise in connection with the transactions contemplated hereby.

9. Change in capital structure; effect of excess dilution; most favored nations provision.

(a) The Committee shall equitably adjust the number and type of shares of Common Stock issuable on exercise of the options evidenced hereby, as well as the Option Price, to reflect any increase or decrease in the number or change in the character of issued shares of Common Stock resulting from a stock-split, reverse stock-split, stock dividend, extraordinary dividend (as determined by the Committee in its sole discretion) whether such dividend is payable in cash, other property or a combination of both, combination, recapitalization or reclassification of the shares of Common Stock, merger, consolidation, change in organization form, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt or payment of consideration by the Company. In the event of any such transaction or event, the Committee shall make such adjustments as necessary to preserve the benefits or potential benefits of the options evidenced hereby and may provide in substitution for the

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options evidenced hereby such alternative consideration (including cash or securities of any surviving entity) as it may in good faith determine to be equitable under the circumstances and may require in connection therewith the surrender of the option evidenced hereby. In any case, such substitution of cash or securities shall not require the consent of the Grantee. Except as expressly provided herein, if the Company issues for consideration shares of equity securities of any class or securities convertible into shares of equity securities of any class, the issuance shall not affect, and no adjustment by reason thereof shall be required to be made with respect to, the number or price of shares of Common Stock issuable on exercise of options evidenced hereby.

(b) In the event that the Company, at any time prior to the earlier of the closing of a Public Offering and December 31, 2016, adopts one or more equity compensation plans for directors, officers or employees of the Company that, when combined with options granted to Julie Rice and Elizabeth Cutler (without double counting), provides for the grant of options or awards covering more than 176,471 shares of Common Stock or their equivalent, the number of shares of Common Stock subject to the options evidenced hereby shall be increased by a factor equal to the ratio of:

(i) the sum of:

(A) the number of shares of Common Stock outstanding immediately following the Grant Date,

(B) the number of shares of Common Stock subject to option agreements between the Company and Julie Rice and Elizabeth Cutler, and

(C) the number of shares of Common Stock reserved for issuance in connection with such stock options plan or plans (without double counting of shares included under clause (B) above), to

(ii) 1, 176,471 shares of Common Stock, and:

the Option Price shall be decreased by a factor that is the reciprocal of the foregoing factor. The numbers in this section 9(b) shall be appropriately adjusted by the Committee to reflect any stock-split, reverse stock-split, stock dividend or other change in the number of character of the shares of Common Stock.

(c) In the event that the Company, at any time prior to the earlier of the closing of a Public Offering and December 31, 2016, adopts a stock option plan for employees of the Company that provides for the grant of options to purchase shares of Common Stock on terms more favorable to the holders of such options than the terms of this agreement are to the Grantee (other than Option Price, the number of shares of Common Stock issuable on exercise of options evidenced hereby, the Grant Date or the Stated Expiration Date), the Company shall offer to amend this agreement to change the terms of this agreement so as to make the terms of this agreement correspond to the terms of options granted under such stock option plan.

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10. Relationship to other benefits. Neither the grant of the options evidenced hereby nor any value received by the Grantee pursuant to this agreement shall be taken into account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Affiliate except to the extent otherwise expressly provided in writing in such other plan or an agreement thereunder.

11. No shareholder rights. Neither the Grantee nor any transferee or beneficiary of the Grantee shall have any rights as a shareholder of the Company with respect to any shares of Common Stock issuable on exercise of options evidenced hereby until the effective date (as set forth in Section 6(d) hereof) of the exercise by the Grantee or such transferee, or beneficiary in accordance with the terms of this agreement. Prior to such effective date, the Grantee shall not have the right to vote or to receive dividends or any other rights as a shareholder with respect to the shares of Common Stock issuable on exercise of options evidenced hereby. No adjustment will be made for a dividend or other right that is determined based on a record date prior to the effective date of the exercise of options represented hereby, except as otherwise specifically provided for herein.

12. Miscellaneous.

(a) Notices. All notices and other communications required or permitted to be given under this agreement shall be in writing and shall be deemed to have been given if delivered personally or sent by certified or express mail, return receipt requested, postage prepaid, or by any recognized international equivalent of such delivery, to the Company or the Grantee, at the following addresses or to such other address as the Company or the Grantee, shall specify by notice to the others:

(i) if to the Company, to it at:

SoulCycle Holdings, LLC

103 Warren Street

New York, New York 10007

Fax:

Telephone: (212) 406-1300

Attention: Elizabeth Cutler and Julie Rice

with a copy of written notices to:

Equinox Holdings, Inc.

895 Broadway

New York, New York 10003

Fax: (212) 780-9769

Telephone: (212) 774-6333

Attention: Harvey Spevak

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and with a copy of written notices to:

Equinox Holdings, Inc.

895 Broadway

New York, New York 10003

Fax: (212) 780-9769

Telephone: (646) 871-7463

Attention: Kevin Morris

(ii) if to the Grantee, to the Grantee at the address set forth on the signature page hereof with a copy of written notices to:

Steven E. Siesser, Esq.

Lowenstein Sandler LLP

1251 Avenue of the Americas, 18^th Floor

New York, New York 10020

Tel: (212) 204.8688

Fax: (973) 597.2507

All such notices and communications shall be deemed to have been received on the date of delivery if delivered personally or on the third Business Day after the mailing thereof, provided that the party giving such notice or communication shall have attempted to telephone the party or parties to which notice is being given during regular business hours on or before the day such notice or communication is being sent, to advise such party or parties that such notice is being sent.

(b) No right to employment. Nothing in this agreement shall be deemed to confer on the Grantee any right to continue in the employ of the Company, or to interfere with or limit in any way the right of the Company to terminate such employment at any time, subject to the terms and conditions of the Employment Agreement.

(c) Binding effect; benefits. This agreement shall be binding upon and inure to the benefit of the parties to this agreement and their respective successors and assigns, including, without limitation, SoulCycle Inc. immediately following the Conversion. Nothing in this agreement, express or implied, is intended or shall be construed to give any person other than the parties to this agreement or their respective successors or assigns any legal or equitable right, remedy or claim under or in respect of any agreement or any provision contained herein.

(d) Waiver. Any party hereto or beneficiary hereof may by written notice to the other parties:

(i) extend the time for the performance of any of the obligations or other actions of the other parties under this agreement,

(ii) waive compliance with any of the conditions or covenants of the other parties contained in this agreement and

(iii) waive or modify performance of any of the obligations of the other parties under this agreement.

Except as provided in the preceding sentence, no action taken pursuant to this agreement, including, without limitation, any investigation by or on behalf of any party or beneficiary, shall be deemed to constitute a waiver by the party or beneficiary taking such action of compliance with any representations,

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warranties, covenants or agreements contained herein. The waiver by any party hereto or beneficiary hereof of a breach of any provision of this agreement shall not operate or be construed as a waiver of any preceding or succeeding breach and no failure by a party or beneficiary to exercise any right or privilege hereunder shall be deemed a waiver of such party’s or beneficiary’s rights or privileges hereunder or shall be deemed a waiver of such party’s or beneficiary’s rights to exercise the same at any subsequent time or times hereunder.

(e) Amendment. This agreement may not be amended, modified or supplemented orally, but only by a written instrument executed by the Grantee and the Company.

(f) Assignability. Neither this agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by the Grantee without the prior written consent of the Company.

(g) Applicable law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO PRINCIPLES OF CONFLICT OF LAWS THAT WOULD REQUIRE OR PERMIT APPLICATION OF THE LAW OF ANOTHER JURISDICTION.

(h) Section and other headings, etc. The section and other headings contained in this agreement are for reference purposes only and shall not affect the meaning or interpretation of this agreement.

(i) Counterparts. This agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Company and the Grantee have executed this agreement as of the date first above written.

The Company
SoulCycle Holdings, LLC, on behalf of itself and its successor by conversion, SoulCycle Inc.
By:	/s/ Larry M. Segall
Name:	Larry Segall
Title:	Executive Vice President and Chief Financial Officer

[Signatures continue on next page]

[Signature Page to Rice 0.5% Option Agreement]

Grantee
/s/ Julie J. Rice
Name:	Julie J. Rice
Address:

[Signature Page to Rice 0.5% Option Agreement]

EX-10.14

Exhibit 10.14

EXECUTION COPY

Cutler 1% option

Option Agreement, dated as of April 6, 2015, by and between SoulCycle Holdings, LLC, a Delaware limited liability company, and Elizabeth Cutler, an individual.

Preliminary statement

Certain capitalized terms used herein have the meanings indicated in section 1 hereof.

The Company has entered into the Redemption Agreement pursuant to which it will redeem Class A-1 Units and Class A-2 Units of the Company from members of the Founders Group, following which it will convert to a Delaware corporation to be called SoulCycle Inc. pursuant to section 265 of the Delaware General Corporation Law.

The Company desires to grant to the Grantee options to purchase shares of Common Stock, and the Grantee desires to have granted to her options to purchase shares of Common Stock, on the terms and subject to the conditions set forth herein.

The Company’s obligations under this agreement will be become obligations of SoulCycle Inc. upon the Conversion and thereafter all references to the Company and to shares of Common Stock herein shall be deemed to be references to SoulCycle Inc. and shares of Common Stock of SoulCycle Inc., respectively.

Accordingly, the parties hereto agree as follows.

Agreement

1. Certain Definitions. The following terms, when used herein, have the following meanings.

(a) “Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls or is controlled by or under common control with such Person. For the purposes of this definition, “control,” when used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person or the power to elect directors or managers, whether through the ownership of voting securities, by contract or otherwise; and the terms “affiliated,” “controlling” and “controlled” have meanings correlative to the foregoing.

(b) “Board” means the board of directors of the Company.

(c) “Business Day” means any day on which national banks are open for business in the City of New York, New York.

(d) “Cause” shall have the meaning set forth in the Employment Agreement (inclusive of any applicable notice and cure rights).

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(e) “Committee” means:

(i) if the Board has established a committee of the Board to administer this agreement, then such committee, provided that the term “Committee” means (A) the Board when acting at any time in lieu of the Committee and (B) with respect to any decision involving this agreement intended to satisfy the requirements of Code section 162(m), a committee consisting of two or more directors of the Company who are “outside directors” within the meaning of Code section 162(m).

(ii) if the Board has not established a committee of the Board to administer this agreement, then the Board.

(f) “Common Stock” means:

(i) prior to a Public Offering, the Class A common stock, par value $0.01 per share, of the Company, and

(ii) thereafter, the common stock of the Company as then constituted.

(g) “Company” means:

(i) from the date hereof until the effective date of the Conversion, SoulCycle Holdings, LLC, a Delaware limited liability company, and

(ii) thereafter, SoulCycle Inc.

(h) “Conversion” means the conversion of SoulCycle Holdings, LLC into SoulCycle Inc., which conversion will become effective on the date on which SoulCycle Holdings LLC files a certificate of conversion with the office of the Secretary of State of the State of Delaware immediately following the closing under the Redemption Agreement.

(i) “Disabled” shall have the meaning set forth in the Employment Agreement.

(j) “Employment Agreement” means the Amended and Restated Employment Agreement, of even date herewith, by and between the Company and the Grantee.

(k) “Equinox” means Equinox Holdings, Inc., a Delaware corporation.

(l) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(m) “Exercise Date” has the meaning given such term in section 6(a) hereof.

(n) “Exercise Price” has the meaning given such term in section 6(b) hereof.

(o) “Exercise Shares” has the meaning given such term in section 6(a) hereof.

(p) “Fair Market Value” of a share of Common Stock as of any date shall mean the fair market value of a share of Common Stock, which shall be determined based upon a third party appraisal by a reputable firm having no material relationship with either the Grantee, on the one hand, or the Company and/or any of its Affiliates, on the other hand, of the fair market value of the Company (based on

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the value of its outstanding Common Stock), which third party appraisal shall not be required to be conducted more than once per calendar year; provided that, in the event that the Fair Market Value is to be determined following a Public Offering, Fair Market Value shall mean the average of the high and low trading price of a share of Common Stock on the applicable date; and provided further that, in all instances, a determination of Fair Market Value shall be made in compliance with Section 409A of the Code and without any discount for minority interest or lack of marketability. This definition of “Fair Market Value” shall not apply for purposes of making valuations of shares of Common Stock for any purposes independent of, or unrelated to administration of, this agreement.

(q) “Founders Group” means Elizabeth P. Cutler, an individual; the Irrevocable Trust FBO Lucia Hodges Cutler u/t/d March 20, 2011; the Irrevocable Trust FBO Nina Plamondon Cutler u/t/d March 20, 2011; Julie J. Rice, an individual; the Trust F/B/O Parker R. Rice under Julie J. Rice 2011 GRAT and the Trust F/B/O Phoebe Rice under Julie J. Rice 2011 GRAT.

(r) “Good Reason” shall have the meaning set forth in the Employment Agreement (inclusive of any applicable notice and cure rights).

(s) “Grant Date” means the effective date of the Conversion.

(t) “Grantee” means Elizabeth Cutler, an individual.

(u) “Option Price” means the exercise price per share of Common Stock of the shares of Common Stock issuable on exercise of options evidenced hereby, as initially established in section 2(b) hereof and as such amount may be adjusted from time as provided in section 9 hereof.

(v) “Person” means any natural person, association, trust, business trust, cooperative, corporation, general partnership, joint venture, joint-stock company, limited partnership, limited liability company, real estate investment trust, regulatory body, governmental agency or instrumentality, unincorporated organization or other type of entity.

(w) “Public Offering” means any primary or secondary public offering of any securities of the Company pursuant to an effective registration statement under the Securities Act, other than pursuant to a registration statement on Form S-4 or Form S-8 or any successor or similar form, that results in the listing of a class of equity securities of the Company on the New York Stock Exchange or other national exchange or quotation system in the United States.

(x) “Redemption Agreement” means the redemption agreement of even date herewith by and among the Company, each of the members of the Founders Group and Equinox.

(y) “Sale Transaction” means any of the following, in a single transaction or a series of transactions:

(i) a sale, lease, license, transfer or other disposition of all or substantially all of the assets of the Company;

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(ii) the sale, issuance or transfer, or the acquisition of “beneficial ownership” (as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) by any person or “group” (as that term is defined in Rule 13d-5 of the Securities Exchange Act of 1934, as amended), of more than 50% of the voting power of the Company;

(iii) any merger, consolidation or similar business combination transaction following which less than a majority of the voting power of the entity resulting from such merger, consolidation or other transactions is owned by Persons who were holders of capital stock of the Company immediately prior to the effective date of such merger, consolidation or other transaction; and

(iv) the adoption of a plan for the liquidation, dissolution or winding-up of the affairs of the Company.

(z) “Securities Act” means the Securities Act of 1933, as amended.

(aa) “SoulCycle Inc.” means SoulCycle Inc., a Delaware corporation into which SoulCycle LLC will be converted on the effective date of the Conversion.

(bb) “Stated Expiration Date” means the date that is the tenth anniversary of the Grant Date.

(cc) “Withholding Taxes” means the aggregate minimum amount of federal, state, local and foreign income, payroll and other taxes that the Company and any Affiliates are required to withhold in connection with the exercise of all or any portion of the options evidenced by this agreement.

2. Grant of options.

(a) Confirmation of Grant.

(i) The Company hereby evidences and confirms its grant to the Grantee, effective as of the Grant Date, of options to purchase 11,111 shares of Common Stock.

(ii) The options evidenced hereby are intended to be non-incentive stock options.

(b) Option Price. The Option Price of the options evidenced hereby is $710 per share of Common Stock, which is equal to the Fair Market Value of a share of Common Stock on the Grant Date.

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3. Vesting and exercisability.

(a) Vesting. The options evidenced hereby shall, subject to section 4(c) hereof, vest and become exercisable to the extent of 1/36th of the number of shares of Common Stock issuable on exercise of the options evidenced hereby (adjusted for split, combinations, subdivisions and other similar changes in the Common Stock) on each of the 36 monthly anniversaries of the Grant Date next following the Grant Date, provided that, in the case of each such vesting date, either:

(i) the Grantee has been continuously employed by the Company from the Grant Date through such vesting date, or

(ii) if the employment of the Grantee with the Company has been terminated, it was terminated by the Company without Cause or by the Grantee for Good Reason.

(b) Acceleration of vesting. Notwithstanding section 3(a) hereof:

(i) the options evidenced hereby shall, unless earlier terminated, become fully vested and exercisable upon the occurrence of a Sale Transaction and shall thereafter expire on the Stated Expiration Date unless exercised in full earlier than the Stated Expiration Date; provided, however, that, if the Committee so determines and so notifies the Grantee in writing no less than 15 Business Days prior to the consummation of the Sale Transaction, the options evidenced hereby shall become exercisable in full during the three Business-Day period up to and including the date of the closing of the Sale Transaction and shall terminate immediately after the consummation of the Sale Transaction, provided, further that any such exercise may be conditioned by the Grantee upon consummation of such Sale Transaction; and

(ii) the Committee, in its sole discretion, may in any event accelerate the vesting of all or any portion of the options evidenced hereby at any time and from time to time.

4. Termination of options.

(a) Stated Expiration Date. Subject to section 4(c) hereof, the options evidenced hereby shall have a term of 10 years, beginning on the Grant Date and ending on the Stated Expiration Date, on which date they shall expire and be cancelled, in accordance with the terms hereof.

(b) Effect of termination of Grantee by the Company without Cause; voluntary termination by the Grantee with Good Reason. If the Grantee’s employment with the Company is terminated by the Company without Cause, or is terminated by the Grantee for Good Reason, all options evidenced hereby shall continue to vest and become exercisable as provided in section 3(a) and 3(b) hereof and shall expire on the Stated Expiration Date unless exercised in full earlier than the Stated Expiration Date.

(c) Voluntary termination by the Grantee without Good Reason; Termination for Cause; Termination due to death or the Grantee’s becoming Disabled.

(i) If the Grantee voluntarily terminates her employment with the Company without Good Reason or her employment with the Company terminates by reason of her death or her becoming Disabled, all options evidenced hereby to the extent not then vested shall automatically terminate and be canceled immediately upon such termination of employment.

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(ii) Following the Grantee’s voluntary termination of her employment without Good Reason, her death or her becoming Disabled, or termination of her employment for Cause, the Grantee or her estate or personal representative shall have the right to exercise any options evidenced hereby to the extent vested as of the date of such termination of employment but only until the first to occur of:

(A) the 90th day after the effective date of the Grantee’s termination of employment or, in the case of a termination for death or the Grantee’s becoming Disabled, the date 12 months from such effective date, and

(B) the Stated Expiration Date,

in which event all of the Grantee’s vested options shall expire on the applicable expiration date specified in clause (1) or (2) immediately above.

(d) Termination of a Grantee by the Company for Cause. Notwithstanding anything else contained in this agreement, if the Grantee’s employment with the Company is terminated by the Company for Cause, all unvested options evidenced hereby shall automatically terminate and be canceled immediately upon such termination of employment.

5. Restrictions on exercise; non-transferability of options.

(a) Restrictions on exercise. Once vested in accordance with the provisions of this agreement, the options evidenced hereby may be exercised only with respect to full shares of Common Stock. No fractional shares of Common Stock shall be issued. Notwithstanding any other provision of this agreement, the options evidenced hereby may not be exercised in whole or in part unless:

(i) all requisite approvals and consents of any governmental authority of any kind having jurisdiction over the exercise of the options evidenced hereby or the delivery of the Exercise Shares shall have been secured; provided that the Company shall use its commercially reasonable efforts to obtain any such approvals or consents,

(ii) the purchase of the shares of Common Stock upon the exercise of the options evidenced hereby shall be exempt from registration under applicable U.S. federal and state securities laws, or the purchase of the shares of Common Stock shall have been registered under such laws, and

(iii) all applicable U.S. federal, state and local tax withholding requirements shall have been satisfied.

(b) Non-transferability of options. The options evidenced hereby may be exercised only by the Grantee or, following her death or the Grantee’s becoming

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Disabled, by the Grantee’s estate or personal representative. The options evidenced hereby are not assignable or transferable, in whole or in part, and they may not, directly or indirectly, be offered, sold, transferred, pledged, assigned, or otherwise alienated or hypothecated or otherwise disposed of or encumbered (including without limitation by gift, operation of law or otherwise) other than by will or by the laws of descent and distribution to the estate of the Grantee upon the Grantee’s death.

(c) Grantee’s responsibility for taxes; withholding.

(i) The Grantee is solely responsible and liable for the satisfaction of all taxes and penalties that may arise in connection with the exercise of options evidenced hereby (including any taxes and penalties arising under section 409A of the Code), and neither the Company, nor any Affiliate, nor any of their employees, directors, or agents shall have any obligation to mitigate, indemnify, or to otherwise hold the Grantee harmless from any or all of such taxes.

(ii) Whenever shares of Common Stock are to be issued upon exercise of the options evidenced hereby, the Grantee shall remit to the Company an amount in cash sufficient to satisfy all applicable U.S. federal, state and local tax withholding requirements as a condition to the issuance of such shares of Common Stock. The Company shall, if requested by the Grantee, withhold shares of Common Stock valued for this purpose at their Fair Market Value as of the date of exercise to satisfy the minimum applicable withholding requirements, subject to any rules adopted by the Committee regarding compliance with applicable law, including, but not limited to, section 16(b) of the Exchange Act.

6. Manner of exercise.

(a) Options evidenced hereby may to the extent vested be exercised, in whole or in part, by notice to the Secretary of the Company in writing given at least 5 Business Days prior to the date as of which the Grantee will so exercise such options (the “Exercise Date”), specifying the number of whole shares of Common Stock with respect to which such options are being exercised (the “Exercise Shares”) and the aggregate Option Price for such Exercise Shares; provided that if the shares of Common Stock are traded on a U.S. national securities exchange, notice may be given 2 Business Days before the Exercise Date.

(b) Exercise shall occur by delivery of both written notice of exercise to the Secretary of the Company, and payment to the Company of the full exercise price for the shares of Common Stock being purchased, which shall be an amount equal to the product of the number of Exercise Shares and the Option Price (the “Exercise Price”), and an amount equal to all applicable Withholding Taxes required by reason of such exercise.

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(c) The methods of payment that the Grantee may utilize in exercising the options evidenced hereby include:

(i) cash or check payable to the Company (in U.S. dollars);

(ii) other shares of Common Stock that (1) are owned by the Grantee, (2) have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the shares of Common Stock as to which options evidenced hereby are being exercised, (3) are, at the time of such surrender, free and clear of any and all claims, pledges, liens and encumbrances, or any restrictions that would in any manner restrict the transfer of such shares to or by the Company, and (4) are duly endorsed for transfer to the Company;

(iii) a net exercise by surrendering to the Company shares of Common Stock otherwise receivable upon exercise of the options evidenced hereby; or

(iv) any combination of the foregoing methods of payment.

(d) Shares of Common Stock issuable upon exercise of options evidenced hereby shall be deemed effective and to have been issued as of the date on which the Company has received from the exercising Grantee or the Grantee’s representative a duly completed notice of exercise and sufficient payment in accordance with Section 6(c) above to cover the full exercise price due and all applicable Withholding Taxes required by reason of such exercise.

(e) As promptly as practicable following the Exercise Date, the Company shall deliver to the Grantee a certificate or certificates representing the Exercise Shares, registered in the name of the Grantee and bearing appropriate legends as provided in section 7(b) hereof.

(f) The Company may require the Grantee to furnish or execute such other documents as the Company reasonably deems necessary:

(i) to evidence such exercise,

(ii) to determine whether registration is then required under the Securities Act and

(iii) to comply with or satisfy the requirements of the Securities Act, applicable state securities laws or any other applicable law.

7. Grantee’s representations, warranties and covenants.

(a) Investment intention. The Grantee represents and warrants that the options evidenced hereby have been, and any Exercise Shares will be, acquired by the Grantee solely for the Grantee’s own account for investment and not with a view to or for sale in connection with any distribution thereof. The Grantee agrees that the Grantee will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of all or any portion of the options evidenced hereby or any of the Exercise Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of all or any portion of the options evidenced hereby or any of the Exercise Shares), except in compliance with the Securities Act and the rules and regulations of the U.S. Securities and Exchange Commission thereunder,

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and in compliance with applicable state or foreign securities or “blue sky” laws. The Grantee further understands, acknowledges and agrees that none of the Exercise Shares may be offered, sold, transferred, pledged, assigned, or otherwise alienated or hypothecated or otherwise disposed of unless the provisions of the Company’s certificate of incorporation as then in effect shall have been complied with.

(b) Legends. The Grantee acknowledges that, unless a registration statement shall then be in effect covering the resale of the Exercise Shares, any certificate representing the Exercise Shares shall bear the following legend:

“THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, TRANSFERRED OR OTHERWISE DISPOSED OF (EACH, A “TRANSFER”) UNLESS AND UNLESS REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS SUCH TRANSFER IS (A) EXEMPT FROM REGISTRATION OR IS OTHERWISE IN COMPLIANCE WITH THE ACT AND SUCH LAWS IN THE OPINION OF COUNSEL TO THE SHAREHOLDER, WHICH COUNSEL MUST BE, AND THE FORM AND SUBSTANCE OF WHICH OPINION ARE, REASONABLY SATISFACTORY TO THE ISSUER AND (B) IN COMPLIANCE WITH THE TERMS OF THE COMPANY’S CERTIFICATE OF INCORPORATION AND ANY AMENDMENTS, SUPPLEMENTS OR MODIFICATIONS THERETO.”

Unless a Public Offering shall have been consummated, any certificate representing the Exercise Shares shall bear the following additional legend:

“THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN THE COMPANY’S CERTIFICATE OF INCORPORATION, A COPY OF WHICH IS AVAILABLE FOR INSPECTION AT THE OFFICES OF THE COMPANY. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY, AND SUCH TRANSFER SHALL BE VOIDABLE, UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF THE COMPANY’S CERTIFICATE OF INCORPORATION.”

(c) Ability to bear risk. The Grantee covenants that the Grantee will not exercise all or any portion of the options evidenced hereby unless (i) the financial situation of the Grantee is such that the Grantee can afford to bear the economic risk of holding the Exercise Shares for an indefinite period and (ii) the Grantee can afford to suffer the complete loss of the Grantee’s investment in the Exercise Shares.

(d) Restriction on sale upon Public Offering. The Grantee agrees that, in the event the Company files a registration statement in connection with a Public Offering, the Grantee will not, without the prior written consent of the Company, effect any public sale or distribution of any of the Exercise Shares (other than as part of such Public Offering), including but not limited to, pursuant to Rule 144 or Rule 144A under the Securities Act, for the duration (not to exceed 20 days prior

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to and the 180 days after the effective date of such registration statement) specified by and to the extent requested by the Company and an underwriter of the Common Stock or other securities of the Company at any time during such period except Common Stock (or other securities) included in such registration; provided, however, that (i) all officers and directors of the Company and all persons with registration rights with respect to the Company’s capital stock enter into similar agreements; and (ii) the restrictions applicable to Grantee are no more restrictive than those applicable to any other shareholder, director or officer of the Company. The Grantee further understands and acknowledges that any sale, transfer or other disposition of the Exercise Shares by her following a Public Offering will be subject to compliance with, and may be limited under, the federal securities laws and/or state “blue sky” laws.

(e) Registration. As soon as practicable following a Public Offering, the Company shall use its commercially reasonable efforts to effect the registration under the Securities Act of all of the shares evidenced hereby, to the extent such shares are eligible for registration on Form S-8 (or other applicable form for registration relating to the sale of securities to employees or other service providers in a Company stock option plan or other equity incentive plan).

8. Representations and warranties of the Company. The Company represents and warrants to the Grantee that:

(a) the Company has been duly formed and is an existing limited liability company in good standing under the laws of the state of its formation,

(b) this agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and

(c) the Exercise Shares, when issued, delivered and paid for, upon exercise of the options evidenced hereby in accordance with the terms hereof, will be duly authorized, validly issued, fully paid and nonassessable, and free and clear of any liens or encumbrances other than those created pursuant to this agreement and the Company’s certificate of incorporation or otherwise in connection with the transactions contemplated hereby.

9. Change in capital structure; effect of excess dilution; most favored nations provision.

(a) The Committee shall equitably adjust the number and type of shares of Common Stock issuable on exercise of the options evidenced hereby, as well as the Option Price, to reflect any increase or decrease in the number or change in the character of issued shares of Common Stock resulting from a stock-split, reverse stock-split, stock dividend, extraordinary dividend (as determined by the Committee in its sole discretion) whether such dividend is payable in cash, other property or a combination of both, combination, recapitalization or reclassification of the shares of Common Stock, merger, consolidation, change in organization form, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt or payment of consideration by the Company. In the event of any such transaction or event, the Committee shall

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make such adjustments as necessary to preserve the benefits or potential benefits of the options evidenced hereby and may provide in substitution for the options evidenced hereby such alternative consideration (including cash or securities of any surviving entity) as it may in good faith determine to be equitable under the circumstances and may require in connection therewith the surrender of the option evidenced hereby. In any case, such substitution of cash or securities shall not require the consent of the Grantee. Except as expressly provided herein, if the Company issues for consideration shares of equity securities of any class or securities convertible into shares of equity securities of any class, the issuance shall not affect, and no adjustment by reason thereof shall be required to be made with respect to, the number or price of shares of Common Stock issuable on exercise of options evidenced hereby.

(b) In the event that the Company, at any time prior to the earlier of the closing of a Public Offering and December 31, 2016, adopts one or more equity compensation plans for directors, officers or employees of the Company that, when combined with options granted to Julie Rice and Elizabeth Cutler (without double counting), provides for the grant of options or awards covering more than 176,471 shares of Common Stock or their equivalent, the number of shares of Common Stock subject to the options evidenced hereby shall be increased by a factor equal to the ratio of:

(i) the sum of:

(A) the number of shares of Common Stock outstanding immediately following the Grant Date,

(B) the number of shares of Common Stock subject to option agreements between the Company and Julie Rice and Elizabeth Cutler, and

(C) the number of shares of Common Stock reserved for issuance in connection with such stock options plan or plans (without double counting of shares included under clause (B) above), to

(ii) 1, 176,471 shares of Common Stock, and:

the Option Price shall be decreased by a factor that is the reciprocal of the foregoing factor. The numbers in this section 9(b) shall be appropriately adjusted by the Committee to reflect any stock-split, reverse stock-split, stock dividend or other change in the number of character of the shares of Common Stock.

(c) In the event that the Company, at any time prior to the earlier of the closing of a Public Offering and December 31, 2016, adopts a stock option plan for employees of the Company that provides for the grant of options to purchase shares of Common Stock on terms more favorable to the holders of such options than the terms of this agreement are to the Grantee (other than Option Price, the number of shares of Common Stock issuable on exercise of options evidenced hereby, the Grant Date or the Stated Expiration Date), the Company shall offer to amend this agreement to change the terms of this agreement so as to make the terms of this agreement correspond to the terms of options granted under such stock option plan.

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10. Relationship to other benefits. Neither the grant of the options evidenced hereby nor any value received by the Grantee pursuant to this agreement shall be taken into account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Affiliate except to the extent otherwise expressly provided in writing in such other plan or an agreement thereunder.

11. No shareholder rights. Neither the Grantee nor any transferee or beneficiary of the Grantee shall have any rights as a shareholder of the Company with respect to any shares of Common Stock issuable on exercise of options evidenced hereby until the effective date (as set forth in Section 6(d) hereof) of the exercise by the Grantee or such transferee, or beneficiary in accordance with the terms of this agreement. Prior to such effective date, the Grantee shall not have the right to vote or to receive dividends or any other rights as a shareholder with respect to the shares of Common Stock issuable on exercise of options evidenced hereby. No adjustment will be made for a dividend or other right that is determined based on a record date prior to the effective date of the exercise of options represented hereby, except as otherwise specifically provided for herein.

12. Miscellaneous.

(a) Notices. All notices and other communications required or permitted to be given under this agreement shall be in writing and shall be deemed to have been given if delivered personally or sent by certified or express mail, return receipt requested, postage prepaid, or by any recognized international equivalent of such delivery, to the Company or the Grantee, at the following addresses or to such other address as the Company or the Grantee, shall specify by notice to the others:

(i) if to the Company, to it at:

SoulCycle Holdings, LLC

103 Warren Street

New York, New York 10007

Fax:

Telephone: (212) 406-1300

Attention: Elizabeth Cutler and Julie Rice

with a copy of written notices to:

Equinox Holdings, Inc.

895 Broadway

New York, New York 10003

Fax: (212) 780-9769

Telephone: (212) 774-6333

Attention: Harvey Spevak

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and with a copy of written notices to:

Equinox Holdings, Inc.

895 Broadway

New York, New York 10003

Fax: (212) 780-9769

Telephone: (646) 871-7463

Attention: Kevin Morris

(ii) if to the Grantee, to the Grantee at the address set forth on the signature page hereof with a copy of written notices to:

Steven E. Siesser, Esq.

Lowenstein Sandler LLP

1251 Avenue of the Americas, 18^th Floor

New York, New York 10020

Tel: (212) 204.8688

Fax: (973) 597.2507

All such notices and communications shall be deemed to have been received on the date of delivery if delivered personally or on the third Business Day after the mailing thereof, provided that the party giving such notice or communication shall have attempted to telephone the party or parties to which notice is being given during regular business hours on or before the day such notice or communication is being sent, to advise such party or parties that such notice is being sent.

(b) No right to employment. Nothing in this agreement shall be deemed to confer on the Grantee any right to continue in the employ of the Company, or to interfere with or limit in any way the right of the Company to terminate such employment at any time, subject to the terms and conditions of the Employment Agreement.

(c) Binding effect; benefits. This agreement shall be binding upon and inure to the benefit of the parties to this agreement and their respective successors and assigns, including, without limitation, SoulCycle Inc. immediately following the Conversion. Nothing in this agreement, express or implied, is intended or shall be construed to give any person other than the parties to this agreement or their respective successors or assigns any legal or equitable right, remedy or claim under or in respect of any agreement or any provision contained herein.

(d) Waiver. Any party hereto or beneficiary hereof may by written notice to the other parties:

(i) extend the time for the performance of any of the obligations or other actions of the other parties under this agreement,

(ii) waive compliance with any of the conditions or covenants of the other parties contained in this agreement and

(iii) waive or modify performance of any of the obligations of the other parties under this agreement.

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Except as provided in the preceding sentence, no action taken pursuant to this agreement, including, without limitation, any investigation by or on behalf of any party or beneficiary, shall be deemed to constitute a waiver by the party or beneficiary taking such action of compliance with any representations, warranties, covenants or agreements contained herein. The waiver by any party hereto or beneficiary hereof of a breach of any provision of this agreement shall not operate or be construed as a waiver of any preceding or succeeding breach and no failure by a party or beneficiary to exercise any right or privilege hereunder shall be deemed a waiver of such party’s or beneficiary’s rights or privileges hereunder or shall be deemed a waiver of such party’s or beneficiary’s rights to exercise the same at any subsequent time or times hereunder.

(e) Amendment. This agreement may not be amended, modified or supplemented orally, but only by a written instrument executed by the Grantee and the Company.

(f) Assignability. Neither this agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by the Grantee without the prior written consent of the Company.

(g) Applicable law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO PRINCIPLES OF CONFLICT OF LAWS THAT WOULD REQUIRE OR PERMIT APPLICATION OF THE LAW OF ANOTHER JURISDICTION.

(h) Section and other headings, etc. The section and other headings contained in this agreement are for reference purposes only and shall not affect the meaning or interpretation of this agreement.

(i) Counterparts. This agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Company and the Grantee have executed this agreement as of the date first above written.

The Company
SoulCycle Holdings, LLC, on behalf of itself and its successor by conversion, SoulCycle Inc.
By:	/s/ Larry M. Segall
Name:	Larry Segall
Title:	Executive Vice President and Chief Financial Officer

[Signatures continue on next page]

[Signature Page to Cutler 1% Option Agreement]

Grantee
/s/ Elizabeth P. Cutler
Name:	Elizabeth P. Cutler
Address:

[Signature Page to Cutler 1% Option Agreement]

EX-10.15

Exhibit 10.15

EXECUTION COPY

Cutler 0.5% option

Option Agreement, dated as of April 6, 2015, by and between SoulCycle Holdings, LLC, a Delaware limited liability company, and Elizabeth Cutler, an individual.

Preliminary statement

Certain capitalized terms used herein have the meanings indicated in section 1 hereof.

The Company has entered into the Redemption Agreement pursuant to which it will redeem Class A-1 Units and Class A-2 Units of the Company from members of the Founders Group, following which it will convert to a Delaware corporation to be called SoulCycle Inc. pursuant to section 265 of the Delaware General Corporation Law.

The Company desires to grant to the Grantee options to purchase shares of Common Stock, and the Grantee desires to have granted to her options to purchase shares of Common Stock, on the terms and subject to the conditions set forth herein.

The Company’s obligations under this agreement will be become obligations of SoulCycle Inc. upon the Conversion and thereafter all references to the Company and to shares of Common Stock herein shall be deemed to be references to SoulCycle Inc. and shares of Common Stock of SoulCycle Inc., respectively.

Accordingly, the parties hereto agree as follows.

Agreement

1. Certain Definitions. The following terms, when used herein, have the following meanings.

(a) “Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls or is controlled by or under common control with such Person. For the purposes of this definition, “control,” when used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person or the power to elect directors or managers, whether through the ownership of voting securities, by contract or otherwise; and the terms “affiliated,” “controlling” and “controlled” have meanings correlative to the foregoing.

(b) “Board” means the board of directors of the Company.

(c) “Business Day” means any day on which national banks are open for business in the City of New York, New York.

(d) “Cause” shall have the meaning set forth in the Employment Agreement (inclusive of any applicable notice and cure rights).

(e) “Committee” means:

(i) if the Board has established a committee of the Board to administer this agreement, then such committee, provided that the term “Committee” means (A) the Board when acting at any time in lieu of the Committee and (B) with respect to any decision involving this agreement intended to satisfy the requirements of Code section 162(m), a committee consisting of two or more directors of the Company who are “outside directors” within the meaning of Code section 162(m).

(ii) if the Board has not established a committee of the Board to administer this agreement, then the Board.

(f) “Common Stock” means:

(i) prior to a Public Offering, the Class A common stock, par value $0.01 per share, of the Company, and

(ii) thereafter, the common stock of the Company as then constituted.

(g) “Company” means:

(i) from the date hereof until the effective date of the Conversion, SoulCycle Holdings, LLC, a Delaware limited liability company, and

(ii) thereafter, SoulCycle Inc.

(h) “Conversion” means the conversion of SoulCycle Holdings, LLC into SoulCycle Inc., which conversion will become effective on the date on which SoulCycle Holdings LLC files a certificate of conversion with the office of the Secretary of State of the State of Delaware immediately following the closing under the Redemption Agreement.

(i) “Disabled” shall have the meaning set forth in the Employment Agreement.

(j) “Employment Agreement” means the Amended and Restated Employment Agreement, of even date herewith, by and between the Company and the Grantee.

(k) “Equinox” means Equinox Holdings, Inc., a Delaware corporation.

(l) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(m) “Exercise Date” has the meaning given such term in section 6(a) hereof.

(n) “Exercise Price” has the meaning given such term in section 6(b) hereof.

(o) “Exercise Shares” has the meaning given such term in section 6(a) hereof.

(p) “Fair Market Value” of a share of Common Stock as of any date shall mean the fair market value of a share of Common Stock, which shall be determined based upon a third party appraisal by a reputable firm having no material relationship with either the Grantee, on the one hand, or the Company and/or any of its Affiliates, on the other hand, of the fair market value of the Company (based on

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the value of its outstanding Common Stock), which third party appraisal shall not be required to be conducted more than once per calendar year; provided that, in the event that the Fair Market Value is to be determined following a Public Offering, Fair Market Value shall mean the average of the high and low trading price of a share of Common Stock on the applicable date; and provided further that, in all instances, a determination of Fair Market Value shall be made in compliance with Section 409A of the Code and without any discount for minority interest or lack of marketability. This definition of “Fair Market Value” shall not apply for purposes of making valuations of shares of Common Stock for any purposes independent of, or unrelated to administration of, this agreement.

(q) “Founders Group” means Elizabeth P. Cutler, an individual; the Irrevocable Trust FBO Lucia Hodges Cutler u/t/d March 20, 2011; the Irrevocable Trust FBO Nina Plamondon Cutler u/t/d March 20, 2011; Julie J. Rice, an individual; the Trust F/B/O Parker R. Rice under Julie J. Rice 2011 GRAT and the Trust F/B/O Phoebe Rice under Julie J. Rice 2011 GRAT.

(r) “Good Reason” shall have the meaning set forth in the Employment Agreement (inclusive of any applicable notice and cure rights).

(s) “Grant Date” means the effective date of the Conversion.

(t) “Grantee” means Elizabeth Cutler, an individual.

(u) “Option Price” means the exercise price per share of Common Stock of the shares of Common Stock issuable on exercise of options evidenced hereby, as initially established in section 2(b) hereof and as such amount may be adjusted from time as provided in section 9 hereof.

(v) “Person” means any natural person, association, trust, business trust, cooperative, corporation, general partnership, joint venture, joint-stock company, limited partnership, limited liability company, real estate investment trust, regulatory body, governmental agency or instrumentality, unincorporated organization or other type of entity.

(w) “Public Offering” means any primary or secondary public offering of any securities of the Company pursuant to an effective registration statement under the Securities Act, other than pursuant to a registration statement on Form S-4 or Form S-8 or any successor or similar form, that results in the listing of a class of equity securities of the Company on the New York Stock Exchange or other national exchange or quotation system in the United States.

(x) “Redemption Agreement” means the redemption agreement of even date herewith by and among the Company, each of the members of the Founders Group and Equinox.

(y) “Sale Transaction” means any of the following, in a single transaction or a series of transactions:

(i) a sale, lease, license, transfer or other disposition of all or substantially all of the assets of the Company;

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(ii) the sale, issuance or transfer, or the acquisition of “beneficial ownership” (as that term is defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) by any person or “group” (as that term is defined in Rule 13d-5 of the Securities Exchange Act of 1934, as amended), of more than 50% of the voting power of the Company;

(iii) any merger, consolidation or similar business combination transaction following which less than a majority of the voting power of the entity resulting from such merger, consolidation or other transactions is owned by Persons who were holders of capital stock of the Company immediately prior to the effective date of such merger, consolidation or other transaction; and

(iv) the adoption of a plan for the liquidation, dissolution or winding-up of the affairs of the Company.

(z) “Securities Act” means the Securities Act of 1933, as amended.

(aa) “SoulCycle Inc.” means SoulCycle Inc., a Delaware corporation into which SoulCycle LLC will be converted on the effective date of the Conversion.

(bb) “Stated Expiration Date” means the date that is the tenth anniversary of the Grant Date.

(cc) “Withholding Taxes” means the aggregate minimum amount of federal, state, local and foreign income, payroll and other taxes that the Company and any Affiliates are required to withhold in connection with the exercise of all or any portion of the options evidenced by this agreement.

2. Grant of options.

(a) Confirmation of Grant.

(i) The Company hereby evidences and confirms its grant to the Grantee, effective as of the Grant Date, of options to purchase 5,556 shares of Common Stock.

(ii) The options evidenced hereby are intended to be non-incentive stock options.

(b) Option Price.

(i) If the options evidenced hereby vest and become exercisable pursuant to section 3(a) hereof, the Option Price of the options evidenced hereby shall be equal to the price per share at which Common Stock is offered for sale by the Company in the Company’s initial Public Offering, but in no event less than the Fair Market Value of a share of Common Stock on the Grant Date.

(ii) If the options evidenced hereby vest and become exercisable pursuant to section 3(b) hereof, the Option Price of the options evidenced hereby shall be $710 per share of Common Stock, which is equal to the Fair Market Value of a share of Common Stock on the Grant Date.

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3. Vesting and exercisability.

(a) Vesting. The options evidenced hereby shall, unless earlier terminated, vest and become exercisable upon the closing of the Company’s initial Public Offering.

(b) Acceleration of vesting. Notwithstanding section 3(a) hereof:

(i) the options evidenced hereby shall become fully vested and exercisable upon the occurrence of a Sale Transaction and shall thereafter expire on the Stated Expiration Date unless exercised in full earlier than the Stated Expiration Date; provided, however, that, if the Committee so determines and so notifies the Grantee in writing no less than 15 Business Days prior to the consummation of the Sale Transaction, the options evidenced hereby shall become exercisable in full during the three Business-Day period up to and including the date of the closing of the Sale Transaction and shall terminate immediately after the consummation of the Sale Transaction, provided, further, that any such exercise may be conditioned by the Grantee upon consummation of such Sale Transaction; and

(ii) the Committee, in its sole discretion, may in any event accelerate the vesting of all or any portion of the options evidenced hereby at any time and from time to time.

4. Termination of options.

(a) Stated Expiration Date. Subject to section 4(c) hereof, the options evidenced hereby shall have a term of 10 years, beginning on the Grant Date and ending on the Stated Expiration Date, on which date they shall expire and be cancelled, in accordance with the terms hereof.

(b) Effect of termination of Grantee by the Company without Cause; voluntary termination by the Grantee with Good Reason. If the Grantee’s employment with the Company is terminated by the Company without Cause, or is terminated by the Grantee for Good Reason, all options evidenced hereby shall continue to vest and become exercisable as provided in section 3(a) and 3(b) hereof and shall expire on the Stated Expiration Date unless exercised in full earlier than the Stated Expiration Date.

(c) Voluntary termination by the Grantee without Good Reason; Termination For Cause; Termination due to death or the Grantee’s becoming Disabled.

(i) If the Grantee voluntarily terminates her employment with the Company without Good Reason or her employment with the Company terminates by reason of her death or her becoming Disabled, all options evidenced hereby to the extent not then vested shall automatically terminate and be canceled immediately upon such termination of employment.

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(ii) Following the Grantee’s voluntary termination of her employment without Good Reason, her death or her becoming Disabled, or termination of her employment for Cause, the Grantee or her estate or personal representative shall have the right to exercise any options evidenced hereby to the extent vested as of the date of such termination of employment but only until the first to occur of:

(A) the 90th day after the effective date of the Grantee’s termination of employment or, in the case of a termination for death or the Grantee’s becoming Disabled, the date 12 months from such effective date, and

(B) the Stated Expiration Date,

in which event all of the Grantee’s vested options shall expire on the applicable expiration date specified in clause (1) or (2) immediately above.

(d) Termination of a Grantee by the Company for Cause. Notwithstanding anything else contained in this agreement, if the Grantee’s employment with the Company is terminated by the Company for Cause, all unvested options evidenced hereby shall automatically terminate and be canceled immediately upon such termination of employment.

5. Restrictions on exercise; non-transferability of options.

(a) Restrictions on exercise. Once vested in accordance with the provisions of this agreement, the options evidenced hereby may be exercised only with respect to full shares of Common Stock. No fractional shares of Common Stock shall be issued. Notwithstanding any other provision of this agreement, the options evidenced hereby may not be exercised in whole or in part unless:

(i) all requisite approvals and consents of any governmental authority of any kind having jurisdiction over the exercise of the options evidenced hereby or the delivery of the Exercise Shares shall have been secured; provided that the Company shall use its commercially reasonable efforts to obtain any such approvals or consents,

(ii) the purchase of the shares of Common Stock upon the exercise of the options evidenced hereby shall be exempt from registration under applicable U.S. federal and state securities laws, or the purchase of the shares of Common Stock shall have been registered under such laws, and

(iii) all applicable U.S. federal, state and local tax withholding requirements shall have been satisfied.

(b) Non-transferability of options. The options evidenced hereby may be exercised only by the Grantee or, following her death or the Grantee’s becoming Disabled, by the Grantee’s estate or personal representative. The options evidenced hereby are not assignable or transferable, in whole or in part, and they may not, directly or indirectly, be offered, sold, transferred, pledged, assigned, or

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otherwise alienated or hypothecated or otherwise disposed of or encumbered (including without limitation by gift, operation of law or otherwise) other than by will or by the laws of descent and distribution to the estate of the Grantee upon the Grantee’s death.

(c) Grantee’s responsibility for taxes; withholding.

(i) The Grantee is solely responsible and liable for the satisfaction of all taxes and penalties that may arise in connection with the exercise of options evidenced hereby (including any taxes and penalties arising under section 409A of the Code), and neither the Company, nor any Affiliate, nor any of their employees, directors, or agents shall have any obligation to mitigate, indemnify, or to otherwise hold the Grantee harmless from any or all of such taxes.

(ii) Whenever shares of Common Stock are to be issued upon exercise of the options evidenced hereby, the Grantee shall remit to the Company an amount in cash sufficient to satisfy all applicable U.S. federal, state and local tax withholding requirements as a condition to the issuance of such shares of Common Stock. The Company shall, if requested by the Grantee, withhold shares of Common Stock valued for this purpose at their Fair Market Value as of the date of exercise to satisfy the minimum applicable withholding requirements, subject to any rules adopted by the Committee regarding compliance with applicable law, including, but not limited to, section 16(b) of the Exchange Act.

6. Manner of exercise.

(a) Options evidenced hereby may to the extent vested be exercised, in whole or in part, by notice to the Secretary of the Company in writing given at least 5 Business Days prior to the date as of which the Grantee will so exercise such options (the “Exercise Date”), specifying the number of whole shares of Common Stock with respect to which such options are being exercised (the “Exercise Shares”) and the aggregate Option Price for such Exercise Shares; provided that if the shares of Common Stock are traded on a U.S. national securities exchange, notice may be given 2 Business Days before the Exercise Date.

(b) Exercise shall occur by delivery of both written notice of exercise to the Secretary of the Company, and payment to the Company of the full exercise price for the shares of Common Stock being purchased, which shall be an amount equal to the product of the number of Exercise Shares and the Option Price (the “Exercise Price”), and an amount equal to all applicable Withholding Taxes required by reason of such exercise.

(c) The methods of payment that the Grantee may utilize in exercising the options evidenced hereby include:

(i) cash or check payable to the Company (in U.S. dollars);

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(ii) other shares of Common Stock that (1) are owned by the Grantee, (2) have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the shares of Common Stock as to which options evidenced hereby are being exercised, (3) are, at the time of such surrender, free and clear of any and all claims, pledges, liens and encumbrances, or any restrictions that would in any manner restrict the transfer of such shares to or by the Company, and (4) are duly endorsed for transfer to the Company;

(iii) a net exercise by surrendering to the Company shares of Common Stock otherwise receivable upon exercise of the options evidenced hereby; or

(iv) any combination of the foregoing methods of payment.

(d) Shares of Common Stock issuable upon exercise of options evidenced hereby shall be deemed effective and to have been issued as of the date on which the Company has received from the exercising Grantee or the Grantee’s representative a duly completed notice of exercise and sufficient payment in accordance with Section 6(c) above to cover the full exercise price due and all applicable Withholding Taxes required by reason of such exercise.

(e) As promptly as practicable following the Exercise Date, the Company shall deliver to the Grantee a certificate or certificates representing the Exercise Shares, registered in the name of the Grantee and bearing appropriate legends as provided in section 7(b) hereof.

(f) The Company may require the Grantee to furnish or execute such other documents as the Company reasonably deems necessary:

(i) to evidence such exercise,

(ii) to determine whether registration is then required under the Securities Act and

(iii) to comply with or satisfy the requirements of the Securities Act, applicable state securities laws or any other applicable law.

7. Grantee’s representations, warranties and covenants.

(a) Investment intention. The Grantee represents and warrants that the options evidenced hereby have been, and any Exercise Shares will be, acquired by the Grantee solely for the Grantee’s own account for investment and not with a view to or for sale in connection with any distribution thereof. The Grantee agrees that the Grantee will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of all or any portion of the options evidenced hereby or any of the Exercise Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of all or any portion of the options evidenced hereby or any of the Exercise Shares), except in compliance with the Securities Act and the rules and regulations of the U.S. Securities and Exchange Commission thereunder, and in compliance with applicable state or foreign securities or “blue sky” laws. The Grantee further understands, acknowledges and agrees that none of the

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Exercise Shares may be offered, sold, transferred, pledged, assigned, or otherwise alienated or hypothecated or otherwise disposed of unless the provisions of the Company’s certificate of incorporation as then in effect shall have been complied with.

(b) Legends. The Grantee acknowledges that, unless a registration statement shall then be in effect covering the resale of the Exercise Shares, any certificate representing the Exercise Shares shall bear the following legend:

“THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, TRANSFERRED OR OTHERWISE DISPOSED OF (EACH, A “TRANSFER”) UNLESS AND UNLESS REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS SUCH TRANSFER IS (A) EXEMPT FROM REGISTRATION OR IS OTHERWISE IN COMPLIANCE WITH THE ACT AND SUCH LAWS IN THE OPINION OF COUNSEL TO THE SHAREHOLDER, WHICH COUNSEL MUST BE, AND THE FORM AND SUBSTANCE OF WHICH OPINION ARE, REASONABLY SATISFACTORY TO THE ISSUER AND (B) IN COMPLIANCE WITH THE TERMS OF THE COMPANY’S CERTIFICATE OF INCORPORATION AND ANY AMENDMENTS, SUPPLEMENTS OR MODIFICATIONS THERETO.”

Unless a Public Offering shall have been consummated, any certificate representing the Exercise Shares shall bear the following additional legend:

“THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN THE COMPANY’S CERTIFICATE OF INCORPORATION, A COPY OF WHICH IS AVAILABLE FOR INSPECTION AT THE OFFICES OF THE COMPANY. NO TRANSFER OF SUCH SECURITIES WILL BE MADE ON THE BOOKS OF THE COMPANY, AND SUCH TRANSFER SHALL BE VOIDABLE, UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF THE COMPANY’S CERTIFICATE OF INCORPORATION.”

(c) Ability to bear risk. The Grantee covenants that the Grantee will not exercise all or any portion of the options evidenced hereby unless (i) the financial situation of the Grantee is such that the Grantee can afford to bear the economic risk of holding the Exercise Shares for an indefinite period and (ii) the Grantee can afford to suffer the complete loss of the Grantee’s investment in the Exercise Shares.

(d) Restriction on sale upon Public Offering. The Grantee agrees that, in the event the Company files a registration statement in connection with a Public Offering, the Grantee will not, without the prior written consent of the Company, effect any public sale or distribution of any of the Exercise Shares (other than as part of such Public Offering), including but not limited to, pursuant to Rule 144 or Rule 144A under the Securities Act, for the duration (not to exceed 20 days prior to and the 180 days after the effective date of such registration statement) specified by and to the extent requested by the Company and an underwriter of

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the Common Stock or other securities of the Company at any time during such period except Common Stock (or other securities) included in such registration; provided, however, that (i) all officers and directors of the Company and all persons with registration rights with respect to the Company’s capital stock enter into similar agreements; and (ii) the restrictions applicable to Grantee are no more restrictive than those applicable to any other shareholder, director or officer of the Company. The Grantee further understands and acknowledges that any sale, transfer or other disposition of the Exercise Shares by her following a Public Offering will be subject to compliance with, and may be limited under, the federal securities laws and/or state “blue sky” laws.

(e) Registration. As soon as practicable following a Public Offering, the Company shall use its commercially reasonable efforts to effect the registration under the Securities Act of all of the shares evidenced hereby, to the extent such shares are eligible for registration on Form S-8 (or other applicable form for registration relating to the sale of securities to employees or other service providers in a Company stock option plan or other equity incentive plan).

8. Representations and warranties of the Company. The Company represents and warrants to the Grantee that:

(a) the Company has been duly formed and is an existing limited liability company in good standing under the laws of the state of its formation,

(b) this agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and

(c) the Exercise Shares, when issued, delivered and paid for, upon exercise of the options evidenced hereby in accordance with the terms hereof, will be duly authorized, validly issued, fully paid and nonassessable, and free and clear of any liens or encumbrances other than those created pursuant to this agreement and the Company’s certificate of incorporation or otherwise in connection with the transactions contemplated hereby.

9. Change in capital structure; effect of excess dilution; most favored nations provision.

(a) The Committee shall equitably adjust the number and type of shares of Common Stock issuable on exercise of the options evidenced hereby, as well as the Option Price, to reflect any increase or decrease in the number or change in the character of issued shares of Common Stock resulting from a stock-split, reverse stock-split, stock dividend, extraordinary dividend (as determined by the Committee in its sole discretion) whether such dividend is payable in cash, other property or a combination of both, combination, recapitalization or reclassification of the shares of Common Stock, merger, consolidation, change in organization form, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt or payment of consideration by the Company. In the event of any such transaction or event, the Committee shall make such adjustments as necessary to preserve the benefits or potential benefits of the options evidenced hereby and may provide in substitution for the

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options evidenced hereby such alternative consideration (including cash or securities of any surviving entity) as it may in good faith determine to be equitable under the circumstances and may require in connection therewith the surrender of the option evidenced hereby. In any case, such substitution of cash or securities shall not require the consent of the Grantee. Except as expressly provided herein, if the Company issues for consideration shares of equity securities of any class or securities convertible into shares of equity securities of any class, the issuance shall not affect, and no adjustment by reason thereof shall be required to be made with respect to, the number or price of shares of Common Stock issuable on exercise of options evidenced hereby.

(b) In the event that the Company, at any time prior to the earlier of the closing of a Public Offering and December 31, 2016, adopts one or more equity compensation plans for directors, officers or employees of the Company that, when combined with options granted to Julie Rice and Elizabeth Cutler (without double counting), provides for the grant of options or awards covering more than 176,471 shares of Common Stock or their equivalent, the number of shares of Common Stock subject to the options evidenced hereby shall be increased by a factor equal to the ratio of:

(i) the sum of:

(A) the number of shares of Common Stock outstanding immediately following the Grant Date,

(B) the number of shares of Common Stock subject to option agreements between the Company and Julie Rice and Elizabeth Cutler, and

(C) the number of shares of Common Stock reserved for issuance in connection with such stock options plan or plans (without double counting of shares included under clause (B) above), to

(ii) 1, 176,471 shares of Common Stock, and:

the Option Price shall be decreased by a factor that is the reciprocal of the foregoing factor. The numbers in this section 9(b) shall be appropriately adjusted by the Committee to reflect any stock-split, reverse stock-split, stock dividend or other change in the number of character of the shares of Common Stock.

(c) In the event that the Company, at any time prior to the earlier of the closing of a Public Offering and December 31, 2016, adopts a stock option plan for employees of the Company that provides for the grant of options to purchase shares of Common Stock on terms more favorable to the holders of such options than the terms of this agreement are to the Grantee (other than Option Price, the number of shares of Common Stock issuable on exercise of options evidenced hereby, the Grant Date or the Stated Expiration Date), the Company shall offer to amend this agreement to change the terms of this agreement so as to make the terms of this agreement correspond to the terms of options granted under such stock option plan.

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10. Relationship to other benefits. Neither the grant of the options evidenced hereby nor any value received by the Grantee pursuant to this agreement shall be taken into account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Affiliate except to the extent otherwise expressly provided in writing in such other plan or an agreement thereunder.

11. No shareholder rights. Neither the Grantee nor any transferee or beneficiary of the Grantee shall have any rights as a shareholder of the Company with respect to any shares of Common Stock issuable on exercise of options evidenced hereby until the effective date (as set forth in Section 6(d) hereof) of the exercise by the Grantee or such transferee, or beneficiary in accordance with the terms of this agreement. Prior to such effective date, the Grantee shall not have the right to vote or to receive dividends or any other rights as a shareholder with respect to the shares of Common Stock issuable on exercise of options evidenced hereby. No adjustment will be made for a dividend or other right that is determined based on a record date prior to the effective date of the exercise of options represented hereby, except as otherwise specifically provided for herein.

12. Miscellaneous.

(a) Notices. All notices and other communications required or permitted to be given under this agreement shall be in writing and shall be deemed to have been given if delivered personally or sent by certified or express mail, return receipt requested, postage prepaid, or by any recognized international equivalent of such delivery, to the Company or the Grantee, at the following addresses or to such other address as the Company or the Grantee, shall specify by notice to the others:

(i) if to the Company, to it at:

SoulCycle Holdings, LLC

103 Warren Street

New York, New York 10007

Fax:

Telephone: (212) 406-1300

Attention: Elizabeth Cutler and Julie Rice

with a copy of written notices to:

Equinox Holdings, Inc.

895 Broadway

New York, New York 10003

Fax: (212) 780-9769

Telephone: (212) 774-6333

Attention: Harvey Spevak

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and with a copy of written notices to:

Equinox Holdings, Inc.

895 Broadway

New York, New York 10003

Fax: (212) 780-9769

Telephone: (646) 871-7463

Attention: Kevin Morris

(ii) if to the Grantee, to the Grantee at the address set forth on the signature page hereof with a copy of written notices to:

Steven E. Siesser, Esq.

Lowenstein Sandler LLP

1251 Avenue of the Americas, 18^th Floor

New York, New York 10020

Tel: (212) 204.8688

Fax: (973) 597.2507

All such notices and communications shall be deemed to have been received on the date of delivery if delivered personally or on the third Business Day after the mailing thereof, provided that the party giving such notice or communication shall have attempted to telephone the party or parties to which notice is being given during regular business hours on or before the day such notice or communication is being sent, to advise such party or parties that such notice is being sent.

(b) No right to employment. Nothing in this agreement shall be deemed to confer on the Grantee any right to continue in the employ of the Company, or to interfere with or limit in any way the right of the Company to terminate such employment at any time, subject to the terms and conditions of the Employment Agreement.

(c) Binding effect; benefits. This agreement shall be binding upon and inure to the benefit of the parties to this agreement and their respective successors and assigns, including, without limitation, SoulCycle Inc. immediately following the Conversion. Nothing in this agreement, express or implied, is intended or shall be construed to give any person other than the parties to this agreement or their respective successors or assigns any legal or equitable right, remedy or claim under or in respect of any agreement or any provision contained herein.

(d) Waiver. Any party hereto or beneficiary hereof may by written notice to the other parties:

(i) extend the time for the performance of any of the obligations or other actions of the other parties under this agreement,

(ii) waive compliance with any of the conditions or covenants of the other parties contained in this agreement and

(iii) waive or modify performance of any of the obligations of the other parties under this agreement.

Except as provided in the preceding sentence, no action taken pursuant to this agreement, including, without limitation, any investigation by or on behalf of any party or beneficiary, shall be deemed to constitute a waiver by the party or

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beneficiary taking such action of compliance with any representations, warranties, covenants or agreements contained herein. The waiver by any party hereto or beneficiary hereof of a breach of any provision of this agreement shall not operate or be construed as a waiver of any preceding or succeeding breach and no failure by a party or beneficiary to exercise any right or privilege hereunder shall be deemed a waiver of such party’s or beneficiary’s rights or privileges hereunder or shall be deemed a waiver of such party’s or beneficiary’s rights to exercise the same at any subsequent time or times hereunder.

(e) Amendment. This agreement may not be amended, modified or supplemented orally, but only by a written instrument executed by the Grantee and the Company.

(f) Assignability. Neither this agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by the Grantee without the prior written consent of the Company.

(g) Applicable law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO PRINCIPLES OF CONFLICT OF LAWS THAT WOULD REQUIRE OR PERMIT APPLICATION OF THE LAW OF ANOTHER JURISDICTION.

(h) Section and other headings, etc. The section and other headings contained in this agreement are for reference purposes only and shall not affect the meaning or interpretation of this agreement.

(i) Counterparts. This agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Company and the Grantee have executed this agreement as of the date first above written.

The Company
SoulCycle Holdings, LLC, on behalf of itself and its successor by conversion, SoulCycle Inc.
By:	/s/ Larry M. Segall
Name:	Larry Segall
Title:	Executive Vice President and Chief Financial Officer

[Signatures continue on next page]

[Signature Page to Cutler 0.5% Option Agreement]

Grantee
/s/ Elizabeth P. Cutler
Name:	Elizabeth P. Cutler
Address:

[Signature Page to Cutler 0.5% Option Agreement]

EX-10.16

Exhibit 10.16

This EMPLOYMENT AGREEMENT, dated as of July 22, 2015 (this “Agreement”), is made and entered into between SOULCYCLE INC., a Delaware corporation (the “Company”), and Melanie Whelan (“Executive”).

WHEREAS, the Company desires to employ Executive for the period provided in this Agreement, and Executive desires to accept such employment with the Company, subject to the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the covenants and agreements hereinafter set forth and other good and valuable consideration, and intending to be legally bound hereby, the parties hereto agree as follows:

1. Term. The Company agrees to employ Executive, and Executive agrees to remain in the employ of the Company, subject to the terms and conditions of this Agreement, for the period commencing on July 1, 2015 (such date, the “Effective Date”) and ending on the fourth anniversary of the date on which the Options (as defined below) are granted, unless such employment is earlier terminated in accordance with this Agreement (such period of employment hereunder, the “Term”). The Term shall automatically extend for successive one year periods unless earlier terminated in accordance with this Agreement or upon no less than 60 days’ prior written notice by either party.

2. Position, Duties and Responsibilities.

(a) During the Term, Executive shall (i) serve as the Chief Executive Officer of the Company and (ii) report directly to the Executive Chairman of the Company’s Board of Directors (the “Board”) and the Board. In that capacity, Executive shall oversee the day-to-day operations of the Company and otherwise have the duties, responsibilities and authorities customarily associated with such position in a company the size and nature of the Company. Executive’s office shall be located at the Company’s corporate headquarters in New York, New York.

(b) Following execution of this Agreement at the time other members are added to the Board, Executive shall be appointed to the Board and shall serve on the Board without any additional compensation. In connection with and following the initial public offering of the Company’s common securities (the “IPO”), the Company shall nominate and re-nominate Executive for election to the Board at the end of Executive’s then current term(s). Upon termination of Executive’s employment for any reason, Executive agrees to resign, as of the Date of Termination (as defined in Appendix II) from the Board (and any committees thereof), the board of directors (and any committees thereof) of any of the Company’s affiliates and from any and all offices Executive holds with the Company or any of the Company’s affiliates.

1

(c) During the Term, Executive shall devote her full working time, attention and reasonable best efforts to the business of the Company and shall use her reasonable best efforts to perform faithfully and efficiently Executive’s duties and responsibilities as set forth herein. Executive shall not, without the consent of the Board, directly or indirectly, operate, participate in the management, operations or control of, or act as an employee, officer, consultant, partner, member, agent or representative of, any type of business or service other than as an employee of the Company; provided, that, beginning on the second anniversary of the Effective Date and upon the consent of the Board (which consent shall not be unreasonably withheld) Executive may serve on the board of directors of one for profit entity. Notwithstanding the foregoing, it shall not be a violation of this Agreement for Executive to serve as a director or an officer of, or otherwise participate in, non-profit, educational, social welfare, religious and civic organizations to the extent such service has been approved by the Board (which approval, beginning on the second anniversary of the Effective Date, shall not be unreasonably withheld) or manage her personal, financial and legal affairs, in each case, so long as any such activities do not unreasonably interfere with the performance of her duties and responsibilities to the Company and comply with the conflict-of-interest policies applicable to the Company.

3. Compensation and Benefits.

(a) Base Salary. During the Term, Executive shall be paid an annual base salary of $475,000 (“Base Salary”). The Base Salary shall be payable in accordance with the Company’s regular payroll practices as then in effect. During the Term, the Base Salary will be reviewed annually and will be subject to increase (but not decreases) at the discretion of the Board or the Compensation Committee of the Board (the “Committee”).

(b) Bonus. For each calendar year ending during the Term, Executive shall be eligible to earn a performance-based cash bonus (“Annual Bonus”) in accordance with the annual bonus plan of the Company applicable to other senior executives of the Company, targeted at 50% of Executive’s Base Salary (the “Target Bonus”) with a maximum amount of 100% of Base Salary payable for each such calendar year. The aggregate amount of any Annual Bonus actually payable to Executive hereunder, if any, shall be determined by the Committee in its reasonable discretion as soon as practicable following the conclusion of the calendar year in question based on the achievement of pre-established performance conditions, and shall be paid no later than the 15th day of the third month following the end of the applicable calendar year (whether or not such payment date occurs during the Term). If the Company’s fiscal year is no longer a calendar year, this provision shall be reasonably and appropriately adjusted to take into account such change in the Company’s fiscal year.

(c) 2015 Annual Bonus. Notwithstanding anything contained in Section 3(b) above, Executive’s annual bonus opportunity for the 2015 calendar year will be calculated based on the Company’s actual EBITDA during 2015, with such EBITDA capped at 103% of the Company’s budgeted 2015 EBITDA, which would equate to 130% of Target Bonus or 65% of Base Salary.

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(d) Transaction Bonuses. Executive shall be entitled to receive (i) a one-time cash bonus of $400,000, payable on the earlier to occur of the IPO or December 31, 2015 (the “IPO Bonus”) and (ii) a one-time cash bonus of $400,000, payable on December 31, 2016 (the “Transition Bonus”). Except as provided in Section 5, Executive must be employed by the Company on the date of payment in order to remain eligible to receive the IPO Bonus or the Transaction Bonus.

(e) Long-Term Incentive Awards.

(i) Option Grant. Upon the execution of this Agreement, the Company shall grant the Executive an initial grant of options to acquire shares of the Company’s Common Stock at an exercise price of $719.00 per share in accordance with the agreement attached hereto as Exhibit A (the “Options”).

(ii) Annual Equity Grants. Following the IPO and commencing in 2017, the Executive will be eligible to receive annual grants of equity-based awards on the same basis as other senior executives of the Company with an annual grant target of approximately 0.25% of the Company’s outstanding Common Stock. Executive’s entitlement to any such equity grants remains subject to approval by the Committee, in its sole discretion.

(f) Benefits and Expense Reimbursement. During the Term, Executive shall be eligible to participate in the benefit and perquisite plans, programs, policies and practices (including with respect to vacation, retirement, savings and welfare benefits, director and officer liability insurance, perquisites and other fringe benefits) made available to other senior executives of the Company, as in effect from time to time. The Company shall reimburse Executive for all ordinary and necessary business expenses in accordance with the applicable policies of the Company, including the presentation of appropriate statements of such expenses. The Company shall reimburse Executive for reasonable legal fees incurred in connection with the negotiation of this Agreement and any term sheet that precedes this Agreement within thirty (30) days following receipt of an invoice; provided that such fees do not exceed $30,000.

(g) Indemnification and D&O Insurance. The Company shall indemnify Executive in her capacity as a member of the Board and officer of the Company and provide director and officer insurance coverage to Executive, in each case, on the same basis as other members of the Board.

4. Termination of Employment During the Term.

(a) Death and Disability. Executive’s employment shall terminate automatically upon Executive’s death. The Company may terminate Executive’s employment for Disability (as defined in Appendix II).

(b) Cause and Good Reason. The Company may terminate Executive’s employment for Cause, and Executive may terminate Executive’s employment for Good Reason (each as defined in Appendix II).

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(i) Good Reason shall not exist until and unless (i) Executive has given the Board notice of the applicable event giving rise to Good Reason within 60 days of the date Executive has knowledge of such event, (ii) such notice specifically delineates such claimed basis for Good Reason and informs the Board that the Company is required to cure such event (if curable) and (iii) if such event is not so cured within 30 days (the “Cure Period”) after such notice is given in accordance with Section 8(d) (or is not curable) or if such basis is not disputed in writing by the Company during the Cure Period, Executive resigns for Good Reason within 30 days after the end of the Cure Period. If such event is cured within the Cure Period, Good Reason shall be deemed not to exist.

(ii) Solely with respect to clause (b)(ii) of the definition of “Cause”, Cause shall not exist until and unless the Board has given Executive notice of the applicable event giving rise to the claimed Cause within 60 days of the date the Board has knowledge of such event. Such notice shall specifically delineate such claimed basis for Cause and shall inform Executive that she is required to cure such event (if curable) within the Cure Period after such notice is given in accordance with Section 8(d). If such event is not so cured (or is not curable) or if such basis is not disputed in writing by Executive during the Cure Period, the Company may terminate Executive’s employment for Cause within 30 days after the end of the Cure Period. If such event is cured within the Cure Period, Cause shall be deemed not to exist.

(c) Without Cause or Without Good Reason. Nothing herein shall be interpreted as prohibiting the Company from terminating Executive’s employment without Cause or Executive from terminating her employment without Good Reason upon written notice at any time; provided, however, Executive shall be required to give Company 90 days’ written notice prior to any resignation without Good Reason (which notice period the Board may elect to waive).

(d) Notice of Termination. Any termination of Executive’s employment hereunder by the Company for Cause or due to Disability or by Executive for Good Reason shall be communicated by an executed Notice of Termination given in accordance with this Agreement. For purposes of this Agreement, a “Notice of Termination” means a written notice that (i) indicates the specific termination provision in this Agreement relied upon, (ii) sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated and (iii) specifies the intended termination date (which date, in the case of a termination for Good Reason that requires a Cure Period, shall not be before the expiration of any such cure period). The failure by Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of Executive or the Company, respectively, to assert such fact or circumstance in enforcing Executive’s or the Company’s rights hereunder.

5. Obligations of the Company Upon Termination. Following any termination of Executive’s employment hereunder, Executive shall not be otherwise compensated for the loss of employment or the loss of any rights or benefits under this Agreement or any other Company plans or programs, except as provided below:

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(a) Good Reason; Other than for Cause. If, during the Term, the Company shall terminate Executive’s employment other than for Cause (but not due to Executive’s death or Disability), or Executive shall terminate her employment for Good Reason, then, subject to Executive executing (and not revoking) a general release of claims (the “Release”) no later than 55 days after the Date of Termination and Executive’s compliance with the provisions of Appendix I:

(i) beginning on the 60th day following the Date of Termination, the Company shall continue to pay to Executive the Base Salary for 15 months (the “Continuation Period”) in equal installments in accordance with the Company’s normal payroll practices, as in effect on the Date of Termination (the “Salary Severance”);

(ii) beginning on the 60th day following the Date of Termination, the Company shall pay to Executive an aggregate cash amount equal to 1.25 times the Target Bonus for the fiscal year of the Company in which the Date of Termination occurs, in equal installments during the Continuation Period in accordance with the Company’s normal payroll practices, as in effect on the Date of Termination (the “Bonus Severance”);

(iii) the Company shall make a lump-sum cash payment to Executive in an amount equal to the product of (A) the Annual Bonus that Executive would have earned determined based on the Company’s actual performance for the calendar year in which the Date of Termination occurs on the same basis as other executive officers and (B) a fraction, the numerator of which is the number of days that have elapsed in the calendar (or fiscal) year in which the Date of Termination occurs as of the Date of Termination, and the denominator of which is 365, at such time as the Company otherwise makes incentive payments for such calendar year, but in no event later than the 15th day of the third month following the end of the applicable calendar (or fiscal) year;

(iv) the Company shall make a lump sum cash payment to Executive equal to any unpaid IPO Bonus or Transaction Bonus, payable promptly after the release becomes irrevocable (the “Unpaid Transaction Bonuses”);

(v) regardless of whether Executive executes the Release, to the extent not theretofore paid or provided, the Company shall pay to Executive her Base Salary through the Date of Termination, reimburse any unreimbursed expenses, pay any earned but unpaid Annual Bonus from a prior completed fiscal year, and pay or provide any other amounts or benefits required to be paid or provided or that Executive is eligible to receive pursuant to the terms and conditions of the employee benefit plans and programs or Company payroll, including any bonus program, of the Company and its affiliates through the Date of Termination at the time such payments are due or benefits are to be provided (if any) and taking into account any deferral elections made by Executive (if applicable) (all such amounts and benefits described in this Section 5(a)(v) shall be hereinafter referred to as the “Accrued Benefits”); and

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(vi) the Company shall treat all outstanding equity awards held by Executive in accordance with the terms of the applicable equity plan and award agreements.

(b) Cause; Other Than for Good Reason. If, during the Term, Executive’s employment shall be terminated for Cause or Executive terminates employment without Good Reason (and other than due to Executive’s death or Disability), other than any Accrued Benefits to which Executive may be entitled, this Agreement shall terminate without further additional obligations from the Company to Executive under this Agreement (other than those obligations that by their terms expressly survive the Term).

(c) Death or Disability. If, during the Term, Executive’s employment shall be terminated due to death or Disability, Executive, or in the event of Executive’s death, Executive’s heirs, if any, shall be entitled to:

(i) a lump sum cash payment equal to any Unpaid Transaction Bonuses, payable within 30 days following Executive’s termination of employment;

(ii) the Accrued Benefits; and

(iii) the Company shall treat all outstanding equity awards held by Executive in accordance with the terms of the applicable equity plan and award agreements.

(d) Section 280G. In the event that any payments, distributions, benefits or entitlements of any type payable to Executive (“Termination Benefits”) (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this Section 5(d) would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then Executive’s Termination Benefits shall be reduced to such lesser amount (the “Reduced Amount”) that would result in no portion of such benefits being subject to the Excise Tax; provided that such amounts shall not be so reduced if an independent nationally recognized accounting firm selected by the Company (the “Accountants”) determines that without such reduction Executive would be entitled to receive and retain, on a net after-tax basis (including, without limitation, any excise taxes payable under Section 4999 of the Code, an amount that is greater than the amount, on a net after-tax basis, that Executive would be entitled to retain upon receipt of the Reduced Amount. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 5(d) shall be made in writing (including detailed supporting calculations) as soon as reasonably practicable following the earlier of your Date of Termination or the date of the transaction which causes the application of Section 280G of the Code and shall be binding on the parties absent manifest error. In the event of a reduction of benefits hereunder, benefits shall be reduced in the order that results in the greatest economic benefit to Executive in a manner that would not result in subjecting Executive to additional taxation under Section 409A of the Code. For purposes of making the calculations required by this paragraph, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good

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faith interpretations concerning the application of the Code, and other applicable legal authority. The Company and Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably require in order to make a determination under this paragraph, and the Company shall bear the cost of all fees the Accountants charge in connection with any calculations contemplated by this Section 5(d). To the extent requested by you, the Company shall cooperate with you in good faith in valuing, and the Accountants shall value, services to be provided by you (including your refraining from performing services pursuant to a covenant not to compete) before, on or after the date of the transaction which causes the application of section 280G of the Code. In no event shall Executive be entitled hereunder to a gross up from the Company to cover any Excise Tax to which she may be subject. At the written request of Executive prior to an IPO, the Company shall use reasonable efforts to obtain the vote of equity holders described in Q&A 7 of Treasury Regulation Section 1.280G.

(e) Release. In the event that the Release is not executed, or is revoked, on or prior to the 55th day after the Date of Termination, Executive will forfeit all entitlement to the severance amounts described therein (other than, for the avoidance of doubt, the Accrued Benefits). All references to a general Release in this Section 5 shall mean a release in the form attached as Appendix III.

6. Section 409A of the Code.

(a) It is intended that the provisions of the Agreement comply with Section 409A of the Code and the regulations promulgated thereunder (“Section 409A”), and all provisions of this Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. To the extent that Executive and the Company reasonably agree that the Agreement (including Exhibit A) requires modification to comply with Section 409A, the parties shall cooperate in good faith to make such modifications in a manner that best preserves the economic intent of the Agreement.

(b) Neither Executive nor any of her creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Agreement or under any other plan, policy, arrangement or agreement of or with the Company or any of its affiliates (the Agreement and such other plans, policies, arrangements and agreements, the “Company Plans”) to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to Executive or for Executive’s benefit under any Company Plan may not be reduced by, or offset against, any amount owing by Executive to the Company or any of its affiliates.

(c) If, at the time of Executive’s separation from service (within the meaning of Section 409A), (i) Executive is a “specified employee” (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company makes a good faith determination after consultation with Executive that an amount payable under the Company Plans constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under

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Section 409A, then the Company shall not pay such amount on the otherwise scheduled payment date, but shall instead accumulate such amount and pay it, without interest, on the earlier of (i) the first business day after such six-month period or (ii) promptly after Executive’s death. To the extent required by Section 409A, any payment or benefit that would be considered deferred compensation subject to, and not exempt from, Section 409A, payable or provided upon a termination of Executive’s employment, shall only be paid or provided to Executive upon her separation from service (within the meaning of Section 409A).

(d) For purposes of Section 409A, each payment under the Agreement will be deemed to be a separate payment as permitted under Treasury Regulation Section 1.409A-2(b)(2)(iii).

(e) Except as specifically permitted by Section 409A or as otherwise specifically set forth in the Agreement, the benefits and reimbursements provided to Executive under the Agreement and any Company Plan during any calendar year shall not affect the benefits and reimbursements to be provided to Executive under the relevant section of the Agreement or any Company Plan in any other calendar year, and the right to such benefits and reimbursements cannot be liquidated or exchanged for any other benefit and shall be provided in accordance with Treas. Reg. Section 1.409A-3(i)(1)(iv) or any successor thereto. Further, in the case of reimbursement payments, reimbursement payments shall be made to Executive as soon as practicable following the date that the applicable expense is incurred, but in no event later than the last day of the calendar year following the calendar year in which the underlying expense is incurred.

(f) The Company makes no representations concerning the tax consequences of Executive’s participation in this Agreement under Section 409A of the Code or any other Federal, state or local tax law. Executive’s tax consequences shall depend, in part, upon the application of relevant tax law, including Section 409A, to the relevant facts and circumstances.

(g) Notwithstanding any provision in this Agreement to the contrary, if the 55-day period for making and not revoking the Release described in Section 5(e) of this Agreement ends in a calendar year commencing after the Executive’s Date of Termination, no severance benefit payable under Section 5(a) (excluding, for the avoidance of doubt, the Accrued Benefits) shall be payable earlier than the first day of the calendar year following such Date of Termination.

7. Appendix I and Appendix II. Certain of Executive’s contractual and legal obligations (including, without limitation, various restrictive covenants) and certain defined terms, are set forth in Appendix I and Appendix II. In addition, Appendix I and Appendix II specify certain rules and conditions of various employment related matters. Appendix I and Appendix II are attached to, and expressly made an integral part of, this Agreement.

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8. Miscellaneous

(a) Entire Agreement; Effectiveness. This Agreement (including Appendix I and Appendix II) contains the entire agreement of the parties with respect to the subject matter hereof, and except as otherwise set forth herein, supersedes all prior agreements, term sheets, promises, covenants, arrangements, communications, representations and warranties between the parties, whether written or oral, with respect to the subject matter hereof. In particular, Executive agrees and acknowledges that any previous written or oral agreement pertaining to employment between the Company and Executive shall hereby be terminated and has no further force and effect after the date hereof. In addition, during the Term, the provisions of Section 5 of this Agreement supersede in all respects and are in lieu of any severance payments and benefits that Executive may be eligible to receive under any severance or change of control plan that the Company maintains during the Term.

(b) Assignment; Successors. This Agreement is personal to Executive and without the prior written consent of the Company shall not be assignable by Executive, and any assignment in violation of this Agreement shall be void. This Agreement shall inure to the benefit of and be enforceable by Executive’s heirs, successors, assigns and legal representatives. The rights and responsibilities of the Board herein may be delegated or assigned to one or more committees thereof as determined in the Board’s discretion. This Agreement shall inure to the benefit of and be binding upon the Company, its successors and assigns. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

(c) Withholding. All payments to be made to Executive hereunder will be subject to all applicable required withholding of federal, state, local and foreign taxes, including income and employment taxes.

(d) Notices. All documents, notices, requests, demands and other communications that are required or permitted to be delivered or given under this Agreement shall be in writing to (i) the Executive Chairman of the Company or (ii) Executive, in each case, either by mail, fax or email, and shall be deemed to have been duly delivered or given when received.

(e) Representations. Executive represents, warrants and covenants that: (i) Executive has the full right, title and authority to enter into this Agreement and perform Executive’s obligations hereunder; and (ii) except as referenced in Section 2(c), Executive has not granted, nor will grant, any right, and will not do any act or enter into any agreement or understanding whatsoever which may or will prevent, impair or hinder the full performance of Executive’s obligations hereunder.

(f) Amendment. No provisions of this Agreement may be modified, waived or discharged unless such modification, waiver or discharge is agreed to in writing signed by the parties hereto.

(g) No Waiver. The provisions of this Agreement may be waived only in writing signed by the party or parties entitled to the benefit thereof. A waiver or any breach or failure to enforce any provision of this Agreement shall not in any way affect, limit or waive a party’s rights hereunder at any time to enforce strict compliance thereafter with every provision of this Agreement.

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(h) Severability. If any term, provision, covenant or condition of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable in any jurisdiction, then such provision, covenant or condition shall, as to such jurisdiction, be modified or restricted to the minimum extent necessary to make such provision valid, binding and enforceable, or, if such provision cannot be modified or restricted, then such provision shall, as to such jurisdiction, be deemed to be excised from this Agreement and any such invalidity, illegality or unenforceability with respect to such provision shall not invalidate or render unenforceable such provision in any other jurisdiction, and the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

(i) Survival. The rights and obligations of the Company and Executive under the provisions of this Agreement, including Appendix I and Appendix II of this Agreement, shall survive and remain binding and enforceable, notwithstanding any termination of Executive’s employment with the Company, to the extent necessary to preserve the intended benefits of such provisions.

(j) Governing Law. This Agreement and any disputes arising hereunder or related hereto (whether for breach of contract, tortious conduct or otherwise) shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to its conflicts of law principles.

(k) Jurisdiction. Each party irrevocably agrees that any legal action, suit or proceeding against it arising out of or in connection with this Agreement or the transactions contemplated by this Agreement or disputes relating hereto (whether for breach of contract, tortious conduct or otherwise) shall be brought exclusively in the United States District Court for the Southern District of New York or, if such court does not have subject matter jurisdiction, the state courts of New York located in New York City, New York, and hereby irrevocably accepts and submits to the exclusive jurisdiction and venue of the aforesaid courts in personam, with respect to any such action, suit or proceeding. The parties hereby waive, to the fullest extent permitted by applicable law, any objection that they now or hereafter have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding brought in such court. The parties agree not to commence any action arising out of or relating to this Agreement in a forum other than the forum described in this Section 8(k). Each party hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement. Each party (i) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other parties hereto have been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 8(k).

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(l) Costs of Proceedings. Except as set forth in Section 3(f) or Appendix I, each party shall pay its own costs, legal, accounting and other fees and all other expenses associated with entering into and enforcing its rights under this Agreement.

(m) Counterparts. This Agreement may be executed in two or more counterparts (including by facsimile of PDF), each of which shall be deemed an original but all of which together shall constitute one and the same instrument. If any signature is delivered by facsimile transmission or by PDF, such signature shall create a valid and binding obligation of the party executing (or on whose behalf the signature is executed) with the same force and effect as if such facsimile or PDF signature were an original thereof.

(n) Construction. The headings in this Agreement are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement. As used in this Agreement, words such as “herein”, “hereinafter”, “hereby” and “hereunder”, and words of like import, refer to this Agreement, unless the context requires otherwise. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.

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IN WITNESS WHEREOF, the parties have executed this Employment Agreement as of the date first above written.

SOULCYCLE INC.
By:	/s/ Harvey Spevak
	Name: Harvey Spevak
	Title: Executive Chairman
/s/ Melanie Whelan
Melanie Whelan

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Appendix I – Certain Contractual and Legal Obligations

The contractual and legal obligations set forth in this Appendix I are expressly made an integral part of the Employment Agreement, dated as of July 22, 2015, between SOULCYCLE INC. and Melanie Whelan (the “Agreement”), to which this Appendix I is attached. All capitalized terms used in this Appendix I, to the extent not defined, shall have the meaning set forth in the Agreement or Appendix II to the Agreement.

1. Restrictive Covenants.

(a) Non-Competition/Non-Solicitation. Executive hereby agrees that during the Term and the 24-month period following any termination of Executive’s employment regardless of how or why such employment ends, Executive shall not, directly or indirectly, (i) employ, solicit or retain, induce or encourage any other person or entity to employ or retain, any person who is, or who at any time in the 6-month period prior to such time had been employed by the Company or any of its subsidiaries or retained as a consultant by the Company or any of its subsidiaries to provide services primarily for the Company or one of its subsidiaries, or solicit, induce or encourage any such person to leave employment with the Company or its affiliates, (ii) solicit any person or entity that is, or that at any time in the 12-month period prior to such time had been, a customer or client or prospective customer or client of the Company or its subsidiaries or encourage any such person or entity to in each case cease being or, as applicable, not to be a customer or client of the Company or its subsidiaries or (iii) provide services, whether as principal, agent, director, officer, employee, consultant, advisor, shareholder, partner, member or otherwise, alone or in association with any other person, corporation, partnership, limited liability company, sole proprietorship or unincorporated business or any non-U.S. business entity (whether or not for profit) (any such entity, a “Business”), to any Competing Business (as defined below) in any geographic area in the world in which the Company or any of its subsidiaries is engaged in business or as of the Termination Date has plans to engage in business that are then under active consideration by the Board or executive officers of the Company. For purposes of this Appendix I, the term “Competing Business” shall mean any Business engaged in producing products or services competing with those of the Company or its subsidiaries or producing products or services competing with products or services that, as of the Termination Date, the Company has plans to engage in business and that are then under active consideration by the Board or executive officers of the Company. For the sake of clarity, a Competing Business includes, without limitation, any Business providing any form of fitness related training or classes or fitness instruction and any business specializing in the sale of athleisure. Nothing in this Appendix I.1 shall be construed as denying Executive the right to own securities of any corporation listed on a national securities exchange in an amount up to 2% of the outstanding number of such securities or to own up to 2% of the equity interests of any entity not listed on a national securities exchange through a passive investment or through investments in private equity or hedge funds or similar investment vehicles. Executive shall not be in violation of this Appendix I.1, if she provides services to a subsidiary, unit or division of any entity where such entity has a subsidiary, affiliates, division or unit engaged in the Competing Business, so long as Executive does not directly or indirectly supervise or provide services or advice to the subsidiary, affiliate, unit or division engaged in the Competing Business.

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(b) Confidential Information. (i) Executive shall use best efforts and diligence both during and after any employment with the Company, regardless of how, when or why such employment ends, to protect the confidential, trade secret and/or proprietary character of all Confidential Information and Trade Secret Information (as defined below). Executive shall not, directly or indirectly, use (for Executive’s benefit or for the benefit of any other person) or disclose any Confidential Information or Trade Secret Information, for so long as it shall remain proprietary or protectable, except as may be necessary for the performance of Executive’s duties for the Company. For purposes of this Appendix I, “Confidential Information” shall mean all confidential information of the Company or its subsidiaries, regardless of the form or medium in which it is or was created, stored, reflected or preserved, information that is either developed by Executive (alone or with others) or to which Executive shall have had access during any employment with the Company. Confidential Information includes, but is not limited to, Trade Secret Information, and also includes information that is learned or acquired by the Company or its subsidiaries from others with whom the Company or its subsidiaries has a business relationship in which, and as a result of which, such information is revealed to the Company or its subsidiaries. For purposes of this Appendix I, “Trade Secret Information” shall mean all information, regardless of the form or medium in which it is or was created, stored, reflected or preserved, that is not commonly known by or generally available to the public and that: (A) derives or creates economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use and (B) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. The Company’s Trade Secret Information may include, but is not limited to, all confidential information relating to or reflecting the research and development plans and activities of the Company or its subsidiaries; compilations of data; product plans; sales, marketing and business plans and strategies; pricing, price lists, pricing methodologies and profit margins; current and planned incentive, recognition and rewards programs and services; personnel; inventions, concepts, ideas, designs and formulae; current, past and prospective customer lists; current, past and anticipated customer needs, preferences and requirements; market studies; computer software and programs (including object code and source code); and computer and database technologies, systems, structures and architectures. Executive understands that Confidential Information and/or Trade Secret Information may or may not be labeled as such, and Executive shall treat all information that appears to be Confidential Information and/or Trade Secret Information as confidential unless otherwise informed or authorized by the Company. Subject to Appendix I.1(b)(ii), nothing in this Appendix I.1(b)(i) shall prevent Executive from complying with a valid legal requirement (whether by oral questions, interrogatories, requests for information or documents, subpoena, governmental or civil investigative demand or similar process) to disclose any Confidential Information or Trade Secret Information, from exercising any legally protected whistleblower rights or from disclosing Confidential Information to the extent reasonably necessary in connection with any litigation involving Executive and the Company.

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(ii) Executive agrees that both during and after any employment with the Company, regardless of how, when or why such employment ends, if Executive is legally required (whether by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any Confidential Information or Trade Secret Information, Executive shall (if legally permitted) promptly notify the Company of such request or requirement so that the Company may seek to avoid or minimize the required disclosure and/or to obtain an appropriate protective order or other appropriate relief to ensure that any information so disclosed is maintained in confidence to the maximum extent possible by the agency or other person receiving the disclosure, or, in the discretion of the Company, to waive compliance with the provisions of this Appendix I.1(b). Thereafter, to the extent legally permitted, Executive shall use reasonable efforts, in cooperation with the Company or otherwise, to avoid or minimize the required disclosure and/or to obtain such protective order or other relief. If, in the absence of a protective order or the receipt of a waiver hereunder, Executive is compelled to disclose the Confidential Information or Trade Secret Information or else stand liable for contempt or suffer other sanction, censure or penalty, Executive shall disclose only so much of the Confidential Information or Trade Secret Information to the party compelling disclosure as Executive believes in good faith, on the basis of advice of counsel, is required by law, and, to the extent permitted by law, Executive shall give the Company prior notice of the Confidential Information or Trade Secret Information Executive believes Executive is required to disclose. The Company shall reimburse any reasonable legal fees and related expenses Executive incurs in order to comply with this Appendix I.1(b)(ii) within 30 days of receipt of an invoice.

(c) Inventions. Executive shall promptly disclose and provide to the Company any original works of authorship, designs, concepts, formulae, processes, improvements, compositions of matter, computer software programs, data, information or databases, methods, procedures or other inventions, developments or improvements of any kind that Executive conceives, originates, develops, improves, modifies and/or creates, solely or jointly with others, during the period of Executive’s employment and that is related to the Company’s businesses or any business that the Company has plans to engage in, which is under active consideration by the Board or executive officers of the Company, or as a result of such employment (collectively, “Inventions”), and whether or not any such Inventions also may be included within Confidential Information or Trade Secret Information, or are patentable, copyrightable or protectable as trade secrets. Executive acknowledges and agrees that the Company is and shall be the exclusive owner of all rights, title and interest in and to the Inventions and, specifically, that any copyrightable works prepared by Executive within the scope of Executive’s employment are “works for hire” under the Copyright Act, that such “works for hire” are Inventions and that the Company shall be considered the author and owner of such copyrightable works. In the event that any Invention is deemed not to be a “work for hire”, or in the event that Executive should, by operation of law, be deemed to be entitled to retain any rights, title or interest in and to any Invention, Executive hereby irrevocably waives all rights, title and interest and assigns to the Company, without any further consideration and regardless of any use by the Company of any such Inventions, all rights, title and interest, if any, in and to such Invention. Executive agrees that the Company, as the owner of all Inventions, has

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the full and complete right to prepare and create derivative works based upon the Inventions and to use, reproduce, publish, print, copy, market, advertise, distribute, transfer, sell, publicly perform and publicly display and otherwise exploit, by all means now known or later developed, such Inventions and derivative works anywhere throughout the world and at any time during or after Executive’s employment hereunder or otherwise.

(d) Non-Disparagement. During and after any employment with the Company, regardless of how, when or why such employment ends, (i) Executive shall not make, either directly or indirectly, any oral or written negative, disparaging or adverse statements or representations of or concerning the Company or its subsidiaries or affiliates, or any of their (x) current or former officers, or directors, or (y) employees or shareholders in their capacity as such and (ii) the Company shall instruct the Company Parties (as defined below) not to make any oral or written negative, disparaging or adverse statements or representations of or concerning Executive; provided, however, that nothing herein shall prohibit (A) critical communications between Executive and the Company or Company Parties during the Term and in connection with Executive’s employment or internal communications by the Company Parties during the Term, (B) Executive or any Company Party from disclosing truthful information if legally required (whether by oral questions, interrogatories, requests for information or documents, subpoena, civil or governmental investigative demand or similar process) or (C) the parties hereto from acting in good faith to enforce any rights under the Agreement or any equity agreement. For purposes of this Agreement, the term “Company Parties” shall mean the members of the Board and executive officers and designated spokespersons of the Company, acting in their capacity as representatives of the Company.

(e) Return of Company Property. All documents, data, recordings, or other property, including, without limitation, smartphones, computers and other business equipment, whether tangible or intangible, including all information stored in electronic form, obtained or prepared by or for Executive and utilized by Executive in the course of her employment with the Company shall remain the exclusive property of the Company and Executive shall return all copies of such property upon any termination of her employment. Notwithstanding the foregoing, Executive shall be permitted to retain her calendars, personal contacts, personal correspondence and any compensation-related documents or information reasonably needed for tax planning or preparation purposes. Executive shall also be permitted to retain her mobile phone and phone number.

(f) Reasonableness. Executive acknowledges that, Executive will have significant exposure and access to the Company’s Confidential Information and Trade Secret Information. In addition, Executive acknowledges that information regarding the Company’s business and financial relations with its vendors and customers is Confidential Information and is proprietary to the Company and that any interference with such relations based directly or indirectly on the use of such information would cause immeasurable and irreparable damage to the Company. Furthermore, Executive acknowledges that information regarding the Company’s employment relationships and service arrangements with its directors, officers and employees is Confidential Information, that the Company depends upon the unique talents, knowledge and expertise of its directors, officers and employees for its continued performance and that

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interference with such employment relationships or service arrangements would cause immeasurable and irreparable damage to the Company. Therefore, Executive acknowledges that the limitations and obligations contained in this Appendix I.1 are, individually and in the aggregate, reasonable and properly required by the Company. Executive agrees that Executive shall not challenge or contest the reasonableness, validity or enforceability of any such limitations and obligations; provided, that, the Company agrees that Executive may challenge the applicability of such limitation or obligations to a particular set of factual circumstances.

2. Injunctive Relief. Executive acknowledges that a violation on Executive’s part of any of the covenants contained in Appendix I.1 hereof would cause immeasurable and irreparable damage to the Company in an amount that would be material but not readily ascertainable, and that any remedy at law would be inadequate. Accordingly, Executive agrees that the Company (in addition to any other rights it may have under the Agreement) shall be entitled (without the necessity of showing economic loss or other actual damage) to seek injunctive relief in any court of competent jurisdiction for any actual or threatened violation of any such covenant in addition to any other remedies it may have. Executive agrees that in the event that any arbitrator or court of competent jurisdiction shall finally hold that any provision of Appendix I.1 hereof is void or constitutes an unreasonable restriction against Executive, the provisions of such Appendix I.1 shall not be rendered void but shall be deemed to be modified to the minimum extent necessary to remain in force and effect for the greatest period and to such extent as such arbitrator or court may determine constitutes a reasonable restriction under the circumstances. Executive further covenants that Executive will not challenge the reasonableness or enforceability of any of the covenants set forth in this Appendix I and that Executive will reimburse the Company and its subsidiaries for all costs (including reasonable attorneys’ fees) incurred in connection with any action to enforce any of the provisions of this Appendix I if Executive challenges the reasonability or enforceability of any of the provisions of this Appendix I; provided, that, the Company agrees that Executive may challenge the applicability of such limitation or obligations to a particular set of factual circumstances without such reimbursement provision being applicable.

3. Cooperation. Executive agrees that both during and after any employment with the Company, regardless of how, when or why such employment ends, Executive shall provide reasonable cooperation to the Company and its affiliates in connection with any pending or future lawsuit, arbitration, or proceeding between the Company and/or any affiliate and any third party, any pending or future regulatory or governmental inquiry or investigation concerning the Company and/or any affiliate and any other legal, internal or business matters of or concerning the Company and/or any affiliate that relates to events occurring during Executive’s employment with the Company or any of its affiliates, other than a suit between Executive, on the one hand, and the Company or its affiliates, on the other hand or, solely with respect to a claim by the Executive against the Company, any cooperation which would otherwise be against Executive’s own legal interests. Such cooperation shall include meeting with and providing information to the Company, any affiliate and/or their respective attorneys, auditors or other representatives as reasonably requested by the Company. The Company shall reimburse within 30 days following receipt of an invoice any reasonable legal fees and related expenses Executive incurs in order to comply with this Appendix I.3 and any reasonable travel expenses. The

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Company shall reasonably cooperate to schedule any such cooperation requests to take into account Executive’s personal and professional commitments. If Executive s required to cooperate for more than 10 hours in any calendar year in which she is not receiving severance, she will be paid an hourly rate of $300.00 per hour for any hours in excess of 10 hours.

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Appendix II – Definitions

The definitions set forth in this Appendix II are expressly made an integral part of the Employment Agreement, dated as of July 22, 2015, between SOULCYCLE INC. and Melanie Whelan (the “Agreement”), to which this Appendix II is attached. All capitalized terms used in this Appendix II, to the extent not defined, shall have the meaning set forth in the Agreement.

1. “affiliate” means (a) any entity in which the Company has a significant equity interest or (b) Equinox, Blink Fitness or any of their respective subsidiaries.

2. “Cause” means the occurrence of any of the following: (a) Executive willfully and continually fails to substantially perform her duties of employment (other than because of a mental or physical impairment) that continues after being given notice of such failure; (b) Executive (i) engages in any act of willful and material (A) misconduct, (B) dishonesty, or (C) wrongdoing or moral turpitude (whether or not a felony) or (ii) materially violates the Company’s code of conduct or a written Company policy, which violation has an adverse effect upon the Company; or (c) Executive willfully (i) breaches her duty of loyalty or (ii) commits an unauthorized disclosure of proprietary or confidential information of the Company.

3. “Change in Control” shall have the meaning set forth in the Company’s 2015 Omnibus Incentive Plan.

4. “Disability” shall have the meaning given to such term in the Company’s governing long-term disability plan, or if no such plan exists, such term shall mean total and permanent disability as determined under the rules of the Social Security Administration.

5. “Date of Termination” means (a) if Executive’s employment is terminated by the Company for Cause or by Executive for Good Reason the date specified in the Notice of Termination, (b) if Executive’s employment is terminated by the Company (other than for Cause or due to Disability), the Date of Termination shall be the date on which the Company notified Executive of such termination, (c) if Executive resigns without Good Reason, the Date of Termination shall be the date specified by Executive, which shall not be earlier than 90 days after the date Executive provides notice pursuant to Section 4(b) and Section 8(d) of the Agreement; provided, however, the Board may waive such notice period, in which case the Date of Termination shall be the date the Board waived such notice period, (d) if Executive’s employment is terminated by the Company due to Disability, the date specified in the Notice of Termination, or (e) if Executive’s employment is terminated by reason of death, the date of Executive’s death.

6. “Exchange Act” means the Securities Exchange Act of 1934, as amended.

7. “Good Reason” means, without Executive’s express written consent, the occurrence of any one or more of the following: (a) a reduction of Executive’s authorities, duties or responsibilities as the Chief Executive Officer of the Company (including reporting

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relationships) or diminution of title or position; provided, however, that a failure of Executive to be elected to the Board after the IPO shall not constitute Good Reason; (b) the Company’s locating Executive’s principal work location to a location other than the New York City Metropolitan Area; (c) failure of the Company to nominate the Executive for reelection to the Board; or (d) a breach by the Company of Section 3(a), (b), (c) or (d) of this Agreement, or (e) a material breach of the Option agreement.

8. “Parent” means any parent corporation of the Company within the meaning of Section 424(e) of the Code.

9. “Willful” means an action or omission in bad faith and without reasonable belief it was in the best interests of the Company.

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Appendix III – Form of Waiver and General Release¹

Waiver and General Release (this “Release”), dated as of             , between Melanie Whelan (“Employee” or “you”) and SOULCYCLE INC. (the “Company”) on behalf of itself and its past and/or present parent entities, and its or their subsidiaries, divisions, affiliates and related business entities, predecessors, successors and assigns, assets, employee benefit plans or funds, and any of its or their respective past and/or present (i) directors, or officers, whether acting as agents for the Company or in their individual capacities or (ii) fiduciaries, agents, trustees, administrators, attorneys, employees and assigns in their capacity as such (collectively, the “Company Entities”).

1. Concluding Employment. You acknowledge your separation from employment with the Company effective              (the “Separation Date”), and that after the Separation Date you shall not represent yourself as being a director, officer, employee, agent or representative of any Company Entity for any purpose. The Separation Date shall be the termination date of your employment for all purposes including participation in and coverage under all benefit plans and programs sponsored by or through the Company Entities except as otherwise provided herein. You agree that you are not allowed on Company premises at any time after the Separation Date. Within 15 business days following the Separation Date, you will be paid for previously submitted un-reimbursed business expenses (in accordance with usual Company guidelines and practices), to the extent not theretofore paid.

2. Severance Benefits. In exchange for your waiver of claims against the Company Entities, the Company agrees to pay or provide to you the amounts and benefits as set forth in Section [5(a)(i), (ii), (iii) and (iv)] of the Employment Agreement, dated as of July 22, 2015, between the Company and you (the “Employment Agreement”).

3. Acknowledgement. You acknowledge and agree that the payment(s) and other benefits described in this Release: (a) are in full discharge of any and all liabilities and obligations of the Company Entities to you, monetarily or with respect to employee benefits or otherwise, including but not limited to any and all obligations arising under any alleged written or oral employment agreement, policy, plan or procedure of the Company Entities and/or any alleged understanding or arrangement between you and the Company Entities; and (b) exceed(s) any payment, benefit, or other thing of value to which you might otherwise be entitled under any policy, plan or procedure of the Company Entities and/or any agreement between you and the Company Entities.

4. General Release of Claims. Except as stated in Paragraph 6, you, for yourself and for your heirs, executors, administrators, trustees, legal representatives and assigns (hereinafter referred to collectively as “Releasors”), hereby release and forever discharge the Company Entities from all claims and causes of action, which Releasors ever had, now have, or may have against the Company Entities, whether you currently have knowledge of such claims

¹  Note: To be updated to reflect changes in law.

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and causes of action, arising, or which may have arisen, out of or in connection with any event occurring before the date hereof This includes, but is not limited to claims, demands or actions arising under any federal or state law such as the Age Discrimination in Employment Act (“ADEA”), the Older Workers Benefit Protection Act (“OWBPA”), Title VII of the Civil Rights Act of 1964 (“Title VII”), the Americans with Disabilities Act (“ADA”), the Family Medical Leave Act (“FMLA”), the Employee Retirement Income Security Act of 1978 (“ERISA”), the Worker Adjustment Retraining and Notification Act (“WARN”), the Fair Labor Standards Act (“FLSA”), the National Labor Relations Act (“NLRA”), the Occupational Safety and Health Act (“OSHA”) and the Rehabilitation Act, all as amended.

This Release includes any state human rights or fair employment practices act, or any other federal, state or local statute, ordinance, regulation or order regarding conditions of employment, compensation for employment, termination of employment, or discrimination or harassment in employment on the basis of age, gender, race, religion, disability, national origin, sexual orientation, or any other protected characteristic, and the common law of any state.

You further understand that this Release extends to all claims that Releasors may have as of this date against the Company Entities based upon statutory or common law claims for breach of contract, breach of employee handbooks or other policies, breach of promises, fraud, wrongful discharge, defamation, emotional distress, whistleblower claims, negligence, assault, battery, or any other theory, whether legal or equitable.

You agree that this Release includes all damages available under any theory of recovery, including, without limitation, any compensatory damages (including all forms of back-pay or front-pay), attorneys’ fees, liquidated damages, punitive damages, treble damages, emotional distress damages, pain and suffering damages, consequential damages, incidental damages, statutory fines or penalties, and/or costs or disbursements. Except as stated in Paragraph 6, Releasors are completely and fully waiving any rights under the above stated statutes, regulations, laws, or legal or equitable theories.

5. Breach of General Release of Claims. If you breach any provision of the General Release of Claims provided in Paragraph 4, then you will not be entitled to, and shall return, 75% of the value of the severance benefits provided in Paragraph 2. The Company will be entitled to attorney’s fees and costs incurred in its defense including collecting the repayment of applicable consideration. Such action on the part of the Company will not in any way effect the enforceability of the Restrictive Covenants provided in Appendix I to the Employment Agreement, which are adequately supported by the remaining severance benefits provided in Paragraph 2.

6. Exclusions from General Release. You are not waiving your right to enforce the terms of this Release or to challenge the knowing and voluntary nature of this Release under the ADEA as amended; or your right to assert claims that are based on events that happen after this Release becomes effective. You agree that the Company reserves any and all defenses, which it has or might have against any claims brought by you. This includes, but is not limited to, the Company’s right to seek available costs and attorneys’ fees, and to have any money or other damages that might be awarded to you, reduced by the amount of money paid to you pursuant to

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this Release and Section 5 of the Employment Agreement. Nothing in this Release interferes with your right to file a charge with the Equal Employment Opportunity Commission (“EEOC”), or to participate in an EEOC investigation or proceeding. Nevertheless, you understand that you have waived your right to recover any individual relief or money damages, which may be awarded on such a charge. In addition, nothing in this Release interferes with or waives (a) your rights under applicable whistleblower statutes, regulations and rules (including Rule 21F under the Exchange Act), including rights to receive rewards thereunder, (b) your rights, if any, to the Accrued Benefits (as defined in the Employment Agreement), severance, accelerated vesting of long-term incentive awards and other related post-employment benefits expressly provided in Section 5 of the Employment Agreement or under any applicable equity agreement, (c) your vested benefits under any employee pension or welfare benefit plan in which you participated as an employee of the Company, (d) your right to COBRA (as defined in the Employment Agreement) continuation coverage under the Company’s group health plan, (e) your right, if any, to continuing indemnification or directors & officers insurance as expressly provided in Section 3(g) of the Employment Agreement and (f) your right to file any claims you may have for worker’s compensation or unemployment benefits.

7. Right to Revoke. This Release does not become effective for a period of seven (7) days after you sign it, and you have the right to cancel it during that time. Any decision to revoke this Release must be made in writing and hand-delivered to the Company or, if sent by mail, postmarked within the fifteen (15) day time period and addressed to [•]. You understand that if you decide to revoke this Release, you will not be entitled to any severance benefits provided in Paragraph 2.

8. Unemployment Compensation Benefits. If you apply for unemployment compensation, the Company will not challenge your entitlement to such benefits. You understand that the Company does not decide whether you are eligible for unemployment compensation benefits, or the amount of the benefit.

9. No Wrongdoing. By entering into this Release, the Company does not admit that it has acted wrongfully with respect to your employment or that you have any rights or claims against it.

10. Choice of Law and Venue. The terms of this Release will be governed by the laws of Delaware (without regard to conflict of laws principles). Any legal action to enforce this Release shall be brought in the state courts of New York, located in New York City, New York.

11. Severability. If any of the terms of this Release are deemed to be invalid or unenforceable by a court of law, the validity and enforceability of the remaining provisions of this Release will not in any way be affected or impaired thereby. Further, if a court should determine that any portion of this Release is overbroad or unreasonable, such provision shall be given effect to the maximum extent possible by narrowing or enforcing in part that aspect of the provision found overbroad or unreasonable.

12. No Assignment. This Release is personal to you and you cannot assign it to any other person or entity.

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13. Attorneys’ Fees. You understand that you are responsible to pay your own costs and attorneys’ fees, if any, that you incurred in consulting with an attorney about this Release.

14. Entire Agreement. This Release constitutes the entire agreement between the Company and you regarding the subject matter included in this document. You agree that there are no promises or understandings outside of this Release, except with respect to your continuing obligations not to reveal the Company’s proprietary, confidential, and trade secret information, as well as your obligations to maintain the confidentiality of secret information. This Release supercedes and replaces all prior or contemporaneous discussions, negotiations or general releases, whether written or oral, except as set forth herein. Any modification or addition to this Release must be in writing, signed by an officer of the Company and you.

15. Eligibility and Opportunity to Review. You certify that you are signing this Release voluntarily and with full knowledge of its consequences. You understand that you have at least twenty-one (21) days from the date you received this Release to consider it, and that you do not have to sign it before the end of the twenty-one (21) day period. You are advised to use this time to consult with an attorney prior to executing this Release.

16. Understanding and Acknowledgement. You understand all of the terms of this Release and have not relied on any oral statements or explanation by the Company. You have had adequate time to consult with legal counsel and to consider whether to sign this Release, and you are signing it knowingly and voluntarily.

IN WITNESS WHEREOF, Employee has executed this Release by her signature below.

Date:                             

Melanie Whelan

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EX-10.17

Exhibit 10.17

This EMPLOYMENT AGREEMENT, dated as of July 22, 2015 (this “Agreement”), is made and entered into between SOULCYCLE INC., a Delaware corporation (the “Company”), and Larry M. Segall (“Executive”).

WHEREAS, the Company desires to employ Executive for the period provided in this Agreement, and Executive desires to accept such employment with the Company, subject to the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the covenants and agreements hereinafter set forth and other good and valuable consideration, and intending to be legally bound hereby, the parties hereto agree as follows:

1. Term. The Company agrees to employ Executive, and Executive agrees to remain in the employ of the Company, subject to the terms and conditions of this Agreement, for the period commencing on June 15, 2015 (such date, the “Effective Date”) and ending on December 31, 2018, unless such employment is earlier terminated in accordance with this Agreement (such period of employment hereunder, the “Term”). The Term shall automatically extend for successive one year periods unless earlier terminated in accordance with this Agreement or upon no less than 60 days’ prior written notice by either party.

2. Position, Duties and Responsibilities.

(a) During the Term, Executive shall (i) serve as the Executive Vice President and Chief Financial Officer of the Company and (ii) report directly to the Chief Executive Officer and Executive Chairman of the Company’s Board of Directors (the “Board”) and the Board. In that capacity, Executive shall oversee the day-to-day operations of the Company and otherwise have the duties, responsibilities and authorities customarily associated with such position in a company the size and nature of the Company.

(b) During the Term, Executive shall devote his full working time, attention and reasonable best efforts to the business of the Company and shall use his reasonable best efforts to perform faithfully and efficiently Executive’s duties and responsibilities as set forth herein. Executive shall not, without the consent of the Board, directly or indirectly, operate, participate in the management, operations or control of, or act as an employee, officer, consultant, partner, member, agent or representative of, any type of business or service other than as an employee of the Company. Notwithstanding the foregoing, it shall not be a violation of this Agreement for Executive to serve as a director or an officer of, or otherwise participate in, non-profit, educational, social welfare, religious and civic organizations or manage his personal, financial and legal affairs, in each case, so long as any such activities do not unreasonably interfere with the performance of his duties and responsibilities to the Company and comply with the conflict-of-interest policies applicable to the Company.

3. Compensation and Benefits.

(a) Base Salary. During the Term, Executive shall be paid an annual base salary of $450,000 (“Base Salary”). The Base Salary shall be payable in accordance with the Company’s regular payroll practices as then in effect. During the Term, the Base Salary will be reviewed annually and is subject to increases consistent with increases applicable to all C-Level executives of the Company, other than the Company’s President, CEO or any individual holding both titles (such C-level executives, the “C-Execs”), at the discretion of the Board or the Compensation Committee of the Board (the “Committee”).

(b) Bonus. For each calendar year ending during the Term, Executive shall be eligible to earn a performance-based cash bonus (“Annual Bonus”) in accordance with the annual bonus plan of the Company applicable to other senior executives of the Company, targeted at 50% of Executive’s Base Salary (the “Target Bonus”) with a maximum amount of 100% of Base Salary payable for each such calendar year. The aggregate amount of any Annual Bonus actually payable to Executive hereunder, if any, shall be determined by the Board in its reasonable discretion as soon as practicable following the conclusion of the calendar year in question based on the achievement of pre-established performance conditions, and shall be paid no later than the 15th day of the third month following the end of the applicable calendar year (whether or not such payment date occurs during the Term). During the Term, Executive shall be eligible to receive increases in the Target Bonus consistent with increases applicable to all other C-Execs.

(c) 2015 Annual Bonus. Notwithstanding anything contained in Section 3(b) above, the Annual Bonus for the 2015 calendar year will be (i) calculated based on the Company’s Adjusted EBITDA for 2015, with such Adjusted EBITDA capped at 103% of the Company’s budgeted 2015 EBITDA and (ii) will be pro-rated based on the portion of the calendar year beginning on the Effective Date and concluding December 31, 2015.

(d) Equinox Annual Bonus. Executive will remain eligible to earn an annual bonus under the Equinox annual bonus plan that would otherwise have been payable if the Executive’s employment had not transferred to the Company, pro-rated based on the portion of the calendar year beginning on January 1, 2015 and concluding on the day prior to the Effective Date. Any Equinox annual bonus above or below 100% of target performance will be scaled consistently with the current Equinox bonus policy.

(e) Long-Term Incentive Awards. As soon as reasonably practicable following the execution of this Agreement, Executive shall be entitled to an initial grant of options (the “Options”) to acquire shares of the Company’s Common Stock in accordance with the agreement attached hereto as Exhibit A (the “Options Agreement”). In consideration for this grant of Options, Executive shall not be eligible to receive annual grants of equity-based awards.

(f) Benefits and Expense Reimbursement. During the Term, Executive shall be eligible to participate in the benefit and perquisite plans, programs, policies and practices (including with respect to vacation, retirement, savings and welfare benefits, director and officer liability insurance, perquisites and other fringe benefits) made available to other C-Execs, as in effect from time to time. The Company shall reimburse Executive for all ordinary and necessary business expenses in accordance with the applicable policies of the Company, including up to $10,000 for expenses incurred in by Executive in connection with the review, negotiation, drafting and execution of this Agreement, subject to the presentation of appropriate statements of such expenses.

4. Termination of Employment During the Term.

(a) Retirement. Executive may terminate his employment due to retirement at any time beginning on December 31, 2017 upon written notice at any time; provided, however, Executive shall be required to give Company at least 180 days’ notice prior to any resignation due to retirement (which notice period the Board may elect to waive). Regardless whether the Board elects to waive the notice period, requires the Executive to perform services during the notice period or requires the Executive to refrain from performing services during the notice period, during the period from the date Executive gives notice of his intent to retire through the date of such retirement, Executive will be treated as a full-time employee of the Company, receiving Base Salary and benefits as well as an Annual Bonus for the calendar year in which such retirement notice is given.

(b) Death and Disability. Executive’s employment shall terminate automatically upon Executive’s death. The Company may terminate Executive’s employment for Disability (as defined in Appendix II).

(c) Cause and Good Reason. The Company may terminate Executive’s employment for Cause, and Executive may terminate Executive’s employment for Good Reason (each as defined in Appendix II).

(i) Good Reason shall not exist until and unless Executive has given the Board notice of the applicable event giving rise to Good Reason within 60 days of the date Executive has knowledge of such event. Such notice shall specifically delineate such claimed basis for Good Reason and shall inform the Board that the Company is required to cure such event (if curable) within 30 days (the “Cure Period”) after such notice is given in accordance with Section 8(d). If such event is not so cured (or is not curable) or if such basis is not disputed in writing by the Company during the Cure Period, Executive may resign for Good Reason within 10 days after the end of the Cure Period. If such event is cured within the Cure Period, Good Reason shall be deemed not to exist.

(ii) Solely with respect to clause (b)(ii) of the definition of “Cause”, Cause shall not exist until and unless the Board has given Executive notice of the applicable event giving rise to the claimed Cause within 60 days of the date the Board has knowledge of such event. Such notice shall specifically delineate such claimed basis for Cause and shall inform Executive that he is required to cure such event (if curable) within the Cure Period after such notice is given in accordance with Section 8(d). If such event is not so cured (or is not curable) or if such basis is not disputed in writing by Executive during the Cure Period, the Company may terminate Executive’s employment for Cause within 10 days after the end of the Cure Period. If such event is cured within the Cure Period, Cause shall be deemed not to exist.

(d) Without Cause or Without Good Reason. Nothing herein shall be interpreted as prohibiting the Company from terminating Executive’s employment without Cause or Executive from terminating his employment without Good Reason upon written notice at any time; provided, however, Executive shall be required to give Company 90 days’ written notice prior to any resignation without Good Reason (which notice period the Board may elect to waive). Regardless whether the Board elects to waive the notice period, requires the Executive to perform services during the notice period or requires the Executive to refrain from performing services during the notice period, during the period from the date Executive gives notice of his intent to terminate his employment without Good Reason through the date of such termination, Executive will be treated as a full-time employee of the Company receiving Base Salary and benefits.

(e) Notice of Termination. Any termination of Executive’s employment hereunder by the Company for Cause or due to Disability or by Executive for Good Reason or due to retirement shall be communicated by an executed Notice of Termination given in accordance with this Agreement. For purposes of this Agreement, a “Notice of Termination” means a written notice that (i) indicates the specific termination provision in this Agreement relied upon, (ii) sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated and (iii) specifies the intended termination date (which date, in the case of a termination for Good Reason that requires a Cure Period shall not be before the expiration of any such cure period). The failure by Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of Executive or the Company, respectively, to assert such fact or circumstance in enforcing Executive’s or the Company’s rights hereunder.

5. Obligations of the Company Upon Termination. Following any termination of Executive’s employment hereunder, Executive shall not be otherwise compensated for the loss of employment or the loss of any rights or benefits under this Agreement or any other Company plans or programs, except as provided below and in the Options Agreement:

(a) Good Reason; Other than for Cause. If, during the Term, the Company shall terminate Executive’s employment other than for Cause (but not due to Executive’s death or Disability), or Executive shall terminate his employment for Good Reason, then, subject to Executive executing (and not revoking) a general release of claims substantially in the form attached hereto as Appendix III (the “Release”) no later than 55 days after the Date of Termination and to Executive’s compliance with the provisions of Appendix I:

(i) beginning on the 60th day following the Date of Termination, the Company shall continue to pay to Executive the Base Salary (without taking into account any reductions in Base Salary giving rise to a claim of Good Reason) for 15 months (the “Continuation Period”) in equal installments in accordance with the Company’s normal payroll practices, as in effect on the Date of Termination (the “Salary Severance”);

(ii) beginning on the 60th day following the Date of Termination, the Company shall pay to Executive an aggregate amount equal to 1.25 times the Target Bonus (without taking into account any reductions in Target Bonus giving rise to a claim of Good Reason) for the fiscal year of the Company in which the Date of Termination occurs, in equal installments during the Continuation Period in accordance with the Company’s normal payroll practices, as in effect on the Date of Termination (the “Bonus Severance”);

(iii) regardless of whether Executive executes the Release, to the extent not theretofore paid or provided, the Company shall pay to Executive his Base Salary through the Date of Termination, pay any earned but unpaid Annual Bonus from a prior completed fiscal year, and pay or provide any other amounts or benefits required to be paid or provided or that Executive is eligible to receive pursuant to the terms and conditions of the employee benefit plans and programs, including any bonus program, of the Company and its affiliates through the Date of Termination at the time such payments are due or benefits are to be provided (if any) and taking into account any deferral elections made by Executive (if applicable) (all such amounts and benefits described in this Section 5(a)(iii) shall be hereinafter referred to as the “Accrued Benefits”).

(b) Cause; Other Than for Good Reason. If, during the Term, Executive’s employment shall be terminated for Cause or Executive terminates employment without Good Reason (and other than due to Executive’s death or Disability), other than any Accrued Benefits to which Executive may be entitled, this Agreement shall terminate without further additional obligations from the Company to Executive under this Agreement (other than those obligations that by their terms expressly survive the Term).

(c) Death or Disability. If, during the Term, Executive’s employment shall be terminated due to death or Disability, Executive, or in the event of Executive’s death, Executive’s heirs, if any, shall be entitled to:

(i) the Accrued Benefits; and

(ii) the Company shall treat all outstanding equity awards held by Executive in accordance with the terms of the applicable equity plan and award agreements.

(d) Section 280G. In the event that any payments, distributions, benefits or entitlements of any type payable to Executive (“Termination Benefits”) (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this Section 5(d) would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then Executive’s Termination Benefits shall be reduced to such lesser amount (the “Reduced Amount”) that would result in no portion of such benefits being subject to the Excise Tax; provided that such amounts shall not be so reduced if the Company determines, based on the advice of a nationally recognized accounting firm selected by the Company (the “Accountants”), that without such reduction Executive would be entitled to receive and retain, on a net after-tax basis (including, without limitation, any excise taxes payable under Section 4999 of the Code), an amount that is greater than the amount, on a net after-tax basis, that Executive would be entitled to retain upon receipt of the Reduced Amount. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 5(d) shall be made in writing in good faith by the Accountants. In the event of a reduction of benefits hereunder, benefits shall be reduced in the order that results in the greatest economic benefit to Executive in a manner that would not result in subjecting Executive to additional taxation under Section 409A of the Code. For purposes of making the calculations required by this paragraph, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Code, and other applicable legal authority. The Company and Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably require in order to make a determination under this paragraph, the Company shall bear the cost of all fees the Accountants charge in connection with any calculations contemplated by this Section 5(d). In no event shall Executive be entitled hereunder to a gross up from the Company to cover any Excise Tax to which he may be subject.

(e) Release. In the event that the Release required by Section 5(a) is not executed, or is revoked, on or prior to the 55th day after the Date of Termination, Executive will forfeit all entitlement to the severance amounts described therein (other than, for the avoidance of doubt, the Accrued Benefits). All references to a general release in this Section 5 shall mean a release substantially in the form attached as Appendix III.

6. Section 409A of the Code.

(a) It is intended that the provisions of the Agreement comply with Section 409A of the Code and the regulations promulgated thereunder (“Section 409A”), and all provisions of this Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A.

(b) Neither Executive nor any of his creditors or beneficiaries shall have the right to subject any deferred compensation (within the meaning of Section 409A) payable under this Agreement or under any other plan, policy, arrangement or agreement of or with the Company or any of its affiliates (the Agreement and such other plans, policies, arrangements and agreements, the “Company Plans”) to any anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to Executive or for Executive’s benefit under any Company Plan may not be reduced by, or offset against, any amount owing by Executive to the Company or any of its affiliates.

(c) If, at the time of Executive’s separation from service (within the meaning of Section 409A), (i) Executive is a “specified employee” (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable under the Company Plans constitutes deferred compensation (within the meaning of Section 409A) the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company shall not pay such amount on the otherwise scheduled payment date, but shall instead accumulate such amount and pay it, without interest, on the first business day after such six-month period. To the extent required by Section 409A, any payment or benefit that would be considered deferred compensation subject to, and not exempt from, Section 409A, payable or provided upon a termination of Executive’s employment, shall only be paid or provided to Executive upon his separation from service (within the meaning of Section 409A).

(d) For purposes of Section 409A, each payment under the Agreement will be deemed to be a separate payment as permitted under Treasury Regulation Section 1.409A-2(b)(2)(iii).

(e) Except as specifically permitted by Section 409A or as otherwise specifically set forth in the Agreement, the benefits and reimbursements provided to Executive under the Agreement and any Company Plan during any calendar year shall not affect the benefits and reimbursements to be provided to Executive under the relevant section of the Agreement or any Company Plan in any other calendar year, and the right to such benefits and reimbursements cannot be liquidated or exchanged for any other benefit and shall be provided in accordance with Treas. Reg. Section 1.409A-3(i)(1)(iv) or any successor thereto. Further, in the case of reimbursement payments,

reimbursement payments shall be made to Executive as soon as practicable following the date that the applicable expense is incurred, but in no event later than the last day of the calendar year following the calendar year in which the underlying expense is incurred.

(f) The Company makes no representations concerning the tax consequences of Executive’s participation in this Agreement under Section 409A of the Code or any other Federal, state or local tax law. Executive’s tax consequences shall depend, in part, upon the application of relevant tax law, including Section 409A, to the relevant facts and circumstances.

(g) Notwithstanding any provision in this Agreement to the contrary, if the 55-day period for making and not revoking the Release described in Section 5(e) of this Agreement ends in a calendar year commencing after the Executive’s Date of Termination, no severance benefit payable under Section 5(a) (excluding, for the avoidance of doubt, the Accrued Benefits) shall be payable earlier than the first day of the calendar year following such Date of Termination.

7. Appendix I and Appendix II. Certain of Executive’s contractual and legal obligations (including, without limitation, various restrictive covenants) and certain defined terms, are set forth in Appendix I and Appendix II. In addition, Appendix I and Appendix II specify certain rules and conditions of various employment related matters. Appendix I and Appendix II are attached to, and expressly made an integral part of, this Agreement.

8. Miscellaneous

(a) Entire Agreement; Effectiveness. This Agreement (including Appendix I and Appendix II) contains the entire agreement of the parties with respect to the subject matter hereof, and except as otherwise set forth herein, supersedes all prior agreements, term sheets, promises, covenants, arrangements, communications, representations and warranties between the parties, whether written or oral, with respect to the subject matter hereof. In particular, Executive agrees and acknowledges that any previous written or oral agreement pertaining to employment between the Company and Executive shall hereby be terminated and has no further force and effect after the date hereof. In addition, during the Term, the provisions of Section 5 of this Agreement supersede in all respects and are in lieu of any severance payments and benefits that Executive may be eligible to receive under any severance or change of control plan that the Company maintains during the Term.

(b) Assignment; Successors. This Agreement is personal to Executive and without the prior written consent of the Company shall not be assignable by Executive, and any assignment in violation of this Agreement shall be void. This Agreement shall inure to the benefit of and be enforceable by Executive’s heirs, successors, assigns and legal representatives. The rights and responsibilities of the

Board herein may be delegated or assigned to one or more committees thereof as determined in the Board’s discretion. This Agreement shall inure to the benefit of and be binding upon the Company, its successors and assigns. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

(c) Withholding. All payments to be made to Executive hereunder will be subject to all applicable required withholding of federal, state, local and foreign taxes, including income and employment taxes.

(d) Notices. All documents, notices, requests, demands and other communications that are required or permitted to be delivered or given under this Agreement shall be in writing to (i) the Executive Chairman of the Company or (ii) Executive, in each case, either by mail, fax or email, and shall be deemed to have been duly delivered or given when received.

(e) Representations. Executive represents, warrants and covenants that: (i) Executive has the full right, title and authority to enter into this Agreement and perform Executive’s obligations hereunder; and (ii) Executive has not granted, nor will grant, any right, and will not do any act or enter into any agreement or understanding whatsoever which may or will prevent, impair or hinder the full performance of Executive’s obligations hereunder.

(f) Amendment. No provisions of this Agreement may be modified, waived or discharged unless such modification, waiver or discharge is agreed to in writing signed by the parties hereto.

(g) No Waiver. The provisions of this Agreement may be waived only in writing signed by the party or parties entitled to the benefit thereof. A waiver or any breach or failure to enforce any provision of this Agreement shall not in any way affect, limit or waive a party’s rights hereunder at any time to enforce strict compliance thereafter with every provision of this Agreement.

(h) Severability. If any term, provision, covenant or condition of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable in any jurisdiction, then such provision, covenant or condition shall, as to such jurisdiction, be modified or restricted to the minimum extent necessary to make such provision valid, binding and enforceable, or, if such provision cannot be modified or restricted, then such provision shall, as to such jurisdiction, be deemed to be excised from this Agreement and any such invalidity, illegality or unenforceability with respect to such provision shall not invalidate or render unenforceable such provision in any other jurisdiction, and the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

(i) Survival. The rights and obligations of the Company and Executive under the provisions of this Agreement, including Appendix I and Appendix II of this Agreement, shall survive and remain binding and enforceable, notwithstanding any termination of Executive’s employment with the Company, to the extent necessary to preserve the intended benefits of such provisions.

(j) Governing Law. This Agreement and any disputes arising hereunder or related hereto (whether for breach of contract, tortious conduct or otherwise) shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to its conflicts of law principles.

(k) Jurisdiction. Each party irrevocably agrees that any legal action, suit or proceeding against it arising out of or in connection with this Agreement or the transactions contemplated by this Agreement or disputes relating hereto (whether for breach of contract, tortious conduct or otherwise) shall be brought exclusively in the United States District Court for the Southern District of New York or, if such court does not have subject matter jurisdiction, the state courts of New York located in New York City, New York, and hereby irrevocably accepts and submits to the exclusive jurisdiction and venue of the aforesaid courts in personam, with respect to any such action, suit or proceeding. The parties hereby waive, to the fullest extent permitted by applicable law, any objection that they now or hereafter have to personal jurisdiction or to the laying of venue of any such suit, action or proceeding brought in such court. The parties agree not to commence any action arising out of or relating to this Agreement in a forum other than the forum described in this Section 8(k). Each party hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement. Each party (i) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other parties hereto have been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 8(k).

(l) Costs of Proceedings. Except as set forth in Section 3(f) and Appendix I, each party shall pay its own costs, legal, accounting and other fees and all other expenses associated with entering into and enforcing its rights under this Agreement.

(m) Counterparts. This Agreement may be executed in two or more counterparts (including by facsimile of PDF), each of which shall be deemed an original but all of which together shall constitute one and the same instrument. If any signature is delivered by facsimile transmission or by PDF, such signature shall create a valid and binding obligation of the party executing (or on whose behalf the signature is executed) with the same force and effect as if such facsimile or PDF signature were an original thereof.

(n) Construction. The headings in this Agreement are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement. As used in this Agreement, words such as “herein”, “hereinafter”, “hereby” and “hereunder”, and words of like import, refer to this Agreement, unless the context requires otherwise. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.

IN WITNESS WHEREOF, the parties have executed this Employment Agreement as of the date first above written.

SOULCYCLE INC.
By:	/s/ Harvey Spevak
	Name: Harvey Spevak
	Title: Executive Chairman
/s/ Larry M. Segall Larry M. Segall

Appendix I – Certain Contractual and Legal Obligations

The contractual and legal obligations set forth in this Appendix I are expressly made an integral part of the Employment Agreement, dated as of July 22, 2015, between SOULCYCLE INC. and Larry M. Segall (the “Agreement”), to which this Appendix I is attached. All capitalized terms used in this Appendix I, to the extent not defined, shall have the meaning set forth in the Agreement or Appendix II to the Agreement.

1. Restrictive Covenants.

(a) Non-Competition/Non-Solicitation. Executive hereby agrees that during the Term and the 18-month period following any termination of Executive’s employment regardless of how or why such employment ends, Executive shall not, directly or indirectly, (i) employ, solicit or retain, induce or encourage any other person or entity to employ or retain, any person who is, or who at any time in the 12-month period prior to such time had been, employed or retained by the Company or any of its subsidiaries or affiliates, or solicit, induce or encourage any such person to leave employment with the Company or its affiliates, (ii) solicit any person or entity that is, or that at any time in the 12-month period prior to such time had been, a customer or client or prospective customer or client of the Company or encourage any such person or entity to cease being a customer or client of the Company or (iii) provide services, whether as principal, agent, director, officer, employee, consultant, advisor, shareholder, partner, member or otherwise, alone or in association with any other person, corporation, partnership, limited liability company, sole proprietorship or unincorporated business or any non-U.S. business entity (whether or not for profit) (any such entity, a “Business”), to any Competing Business (as defined below) in any geographic area in the world in which the Company or any of its affiliates is engaged in business or as of the Termination Date has plans to engage in business that are under active consideration by the Board or executive officers. For purposes of this Appendix I, the term “Competing Business” shall mean any Business engaged in producing products or services competing with those of the Company or its subsidiaries or producing products or services competing with products or services that, as of the Termination Date, the Company has plans to engage in business and that are then under active consideration by the Board or executive officers of the Company. For the sake of clarity, a Competitive Business includes, without limitation, any Business providing any form of fitness related training or classes or fitness instruction and any business specializing in the sale of athleisure. Nothing in this Appendix I.1 shall be construed as denying Executive the right to own securities of any corporation listed on a national securities exchange in an amount up to 2% of the outstanding number of such securities.

(b) Confidential Information.

(i) Executive shall use best efforts and diligence both during and after any employment with the Company, regardless of how, when or why such employment ends, to protect the confidential, trade secret and/or proprietary character of all Confidential Information and Trade Secret Information (as defined below). Executive shall not, directly or indirectly, use (for Executive’s benefit or for the benefit of any other person) or disclose any Confidential Information or Trade Secret Information, for so long as it shall remain proprietary or protectable, except as may be necessary for the performance of Executive’s duties for the Company. For purposes of this Appendix I, “Confidential Information” shall mean all confidential information of the Company or its subsidiaries, regardless of the form or medium in which it is or was created, stored, reflected or preserved, information that is either developed by Executive (alone or with others) or to which Executive shall have had access during any employment with the Company. Confidential Information includes, but is not limited to, Trade Secret Information, and also includes information that is learned or acquired by the Company or its subsidiaries from others with whom the Company or its subsidiaries has a business relationship in which, and as a result of which, such information is revealed to the Company or its subsidiaries. For purposes of this Appendix I, “Trade Secret Information” shall mean all information, regardless of the form or medium in which it is or was created, stored, reflected or preserved, that is not commonly known by or generally available to the public and that: (A) derives or creates economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use and (B) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. The Company’s Trade Secret Information may include, but is not limited to, all confidential information relating to or reflecting the research and development plans and activities of the Company or its subsidiaries; compilations of data; product plans; sales, marketing and business plans and strategies; pricing, price lists, pricing methodologies and profit margins; current and planned incentive, recognition and rewards programs and services; personnel; inventions, concepts, ideas, designs and formulae; current, past and prospective customer lists; current, past and anticipated customer needs, preferences and requirements; market studies; computer software and programs (including object code and source code); and computer and database technologies, systems, structures and architectures. Executive understands that Confidential Information and/or Trade Secret Information may or may not be labeled as such, and Executive shall treat all information that appears to be Confidential Information and/or Trade Secret Information as confidential unless otherwise informed or authorized by the Company. Subject to Appendix I.1(b)(ii), nothing in this Appendix I.1(b)(i) shall prevent Executive from complying with a valid legal requirement (whether by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any Confidential Information or Trade Secret Information or from exercising any legally protected whistleblower rights.

(ii) Executive agrees that both during and after any employment with the Company, regardless of how, when or why such employment ends, if Executive is legally required (whether by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any

Confidential Information or Trade Secret Information, Executive shall (if legally permitted) promptly notify the Company of such request or requirement so that the Company may seek to avoid or minimize the required disclosure and/or to obtain an appropriate protective order or other appropriate relief to ensure that any information so disclosed is maintained in confidence to the maximum extent possible by the agency or other person receiving the disclosure, or, in the discretion of the Company, to waive compliance with the provisions of this Appendix I.1(b). Thereafter, Executive shall use reasonable efforts, in cooperation with the Company or otherwise, to avoid or minimize the required disclosure and/or to obtain such protective order or other relief. If, in the absence of a protective order or the receipt of a waiver hereunder, Executive is compelled to disclose the Confidential Information or Trade Secret Information or else stand liable for contempt or suffer other sanction, censure or penalty, Executive shall disclose only so much of the Confidential Information or Trade Secret Information to the party compelling disclosure as Executive believes in good faith, on the basis of advice of counsel, is required by law, and Executive shall give the Company prior notice of the Confidential Information or Trade Secret Information Executive believes Executive is required to disclose. The Company shall reimburse any reasonable legal fees and related expenses Executive incurs in order to comply with this Appendix I.1(b)(ii).

(c) Inventions. Executive shall promptly disclose and provide to the Company any original works of authorship, designs, concepts, formulae, processes, improvements, compositions of matter, computer software programs, data, information or databases, methods, procedures or other inventions, developments or improvements of any kind that Executive conceives, originates, develops, improves, modifies and/or creates, solely or jointly with others, during the period of Executive’s employment, or as a result of such employment (collectively, “Inventions”), and whether or not any such Inventions also may be included within Confidential Information or Trade Secret Information, or are patentable, copyrightable or protectable as trade secrets. Executive acknowledges and agrees that the Company is and shall be the exclusive owner of all rights, title and interest in and to the Inventions and, specifically, that any copyrightable works prepared by Executive within the scope of Executive’s employment are “works for hire” under the Copyright Act, that such “works for hire” are Inventions and that the Company shall be considered the author and owner of such copyrightable works. In the event that any Invention is deemed not to be a “work for hire”, or in the event that Executive should, by operation of law, be deemed to be entitled to retain any rights, title or interest in and to any Invention, Executive hereby irrevocably waives all rights, title and interest and assigns to the Company, without any further consideration and regardless of any use by the Company of any such Inventions, all rights, title and interest, if any, in and to such Invention. Executive agrees that the Company, as the owner of all Inventions, has the full and complete right to prepare and create derivative works based upon the Inventions and to use, reproduce, publish, print, copy, market, advertise, distribute, transfer, sell, publicly perform and publicly display and otherwise exploit, by all means now known or later developed, such Inventions and derivative works anywhere throughout the world and at any time during or after Executive’s employment hereunder or otherwise.

(d) Non-Disparagement. During and after any employment with the Company, regardless of how, when or why such employment ends, (i) Executive shall not make, either directly or indirectly, any oral or written negative, disparaging or adverse statements or representations of or concerning the Company or its subsidiaries or affiliates, or any of their (i) current or former officers, or directors, or (ii) employees or shareholders in their capacity as such and (ii) the Company shall instruct the Company Parties (as defined below) not to make any oral or written negative, disparaging or adverse statements or representations of or concerning Executive; provided, however, that nothing herein shall prohibit (A) critical communications between Executive and the Company or Company Parties during the Term and in connection with Executive’s employment or internal communications by the Company Parties during the Term, (B) Executive or any Company Party from disclosing truthful information if legally required (whether by oral questions, interrogatories, requests for information or documents, subpoena, civil or governmental investigative demand or similar process) or (C) the parties hereto from acting in good faith to enforce any rights under the Agreement or any equity agreement. For purposes of this Agreement, the term “Company Parties” shall mean the members of the Board and executive officers and designated spokespersons of the Company, acting in their capacity as representatives of the Company.

(e) Return of Company Property. All documents, data, recordings, or other property, including, without limitation, smartphones, computers and other business equipment, whether tangible or intangible, including all information stored in electronic form, obtained or prepared by or for Executive and utilized by Executive in the course of his employment with the Company shall remain the exclusive property of the Company and Executive shall return all copies of such property upon any termination of his employment and as otherwise requested by the Company during the Term.

(f) Reasonableness. Executive acknowledges that, Executive will have significant exposure and access to the Company’s Confidential Information and Trade Secret Information. In addition, Executive acknowledges that information regarding the Company’s business and financial relations with its vendors and customers is Confidential Information and is proprietary to the Company and that any interference with such relations based directly or indirectly on the use of such information would cause immeasurable and irreparable damage to the Company. Furthermore, Executive acknowledges that information regarding the Company’s employment relationships and service arrangements with its directors, officers and employees is Confidential Information, that the Company depends upon the unique talents, knowledge and expertise of its directors, officers and employees for its continued performance and that interference with such employment relationships or service arrangements would cause

immeasurable and irreparable damage to the Company. Therefore, Executive acknowledges that the limitations and obligations contained in this Appendix I.1 are, individually and in the aggregate, reasonable and properly required by the Company. Executive agrees that Executive shall not challenge or contest the reasonableness, validity or enforceability of any such limitations and obligations.

2. Injunctive Relief. Executive acknowledges that a violation on Executive’s part of any of the covenants contained in Appendix I.1 hereof would cause immeasurable and irreparable damage to the Company in an amount that would be material but not readily ascertainable, and that any remedy at law would be inadequate. Accordingly, Executive agrees that the Company (in addition to any other rights it may have under the Agreement) shall be entitled (without the necessity of showing economic loss or other actual damage) to injunctive relief in any court of competent jurisdiction for any actual or threatened violation of any such covenant in addition to any other remedies it may have. Executive agrees that in the event that any arbitrator or court of competent jurisdiction shall finally hold that any provision of Appendix I.1 hereof is void or constitutes an unreasonable restriction against Executive, the provisions of such Appendix I.1 shall not be rendered void but shall be deemed to be modified to the minimum extent necessary to remain in force and effect for the greatest period and to such extent as such arbitrator or court may determine constitutes a reasonable restriction under the circumstances. Executive further covenants that Executive will not challenge the reasonableness or enforceability of any of the covenants set forth in this Appendix I and that Executive will reimburse the Company and its subsidiaries for all costs (including reasonable attorneys’ fees) incurred in connection with any action to enforce any of the provisions of this Appendix I if Executive challenges the reasonability or enforceability of any of the provisions of this Appendix I.

3. Cooperation. Executive agrees that both during and after any employment with the Company, regardless of how, when or why such employment ends, Executive shall provide reasonable cooperation to the Company and its affiliates in connection with any pending or future lawsuit, arbitration, or proceeding between the Company and/or any affiliate and any third party, any pending or future regulatory or governmental inquiry or investigation concerning the Company and/or any affiliate and any other legal, internal or business matters of or concerning the Company and/or any affiliate that relates to events occurring during Executive’s employment with the Company or any of its affiliates, as well as Executive’s prior employment with ATK, other than a suit between Executive, on the one hand, and the Company or its affiliates, on the other hand. Such cooperation shall include meeting with and providing information to the Company, any affiliate and/or their respective attorneys, auditors or other representatives as reasonably requested by the Company. The Company shall reimburse any reasonable legal fees and related expenses Executive incurs in order to comply with this Appendix I.3.

Appendix II – Definitions

The definitions set forth in this Appendix II are expressly made an integral part of the Employment Agreement, dated as of July 22, 2015, between SOULCYCLE INC. and Larry M. Segall (the “Agreement”), to which this Appendix II is attached. All capitalized terms used in this Appendix II, to the extent not defined, shall have the meaning set forth in the Agreement.

1. “Affiliate” means (a) any entity that, directly or indirectly, is controlled by, controls or is under common control with, the Company and/or (b) any entity in which the Company has a significant equity interest, in either case as determined by the Board.

2. “Cause” means the occurrence of any of the following: (a) Executive willfully and continually fails to substantially perform his duties of employment (other than because of a mental or physical impairment) that continues after being given notice of such failure; (b) Executive (i) engages in any material act of misconduct, dishonesty, wrongdoing or moral turpitude (whether or not a felony) or (ii) violates the Company’s code of conduct or a Company policy, which violation has an adverse effect upon the Company; or (c) Executive breaches his duty of loyalty or commits an intentional and unauthorized disclosure of proprietary or confidential information of the Company.

3. “Change in Control” shall have the meaning set forth in the Company’s 2015 Omnibus Incentive Plan.

4. “Disability” shall have the meaning given to such term in the Company’s governing long-term disability plan, or if no such plan exists, such term shall mean total and permanent disability as determined under the rules of the Social Security Administration.

5. “Date of Termination” means (a) if Executive’s employment is terminated by the Company for Cause or by Executive for Good Reason or due to retirement, the date specified in the Notice of Termination, (b) if Executive’s employment is terminated by the Company (other than for Cause or due to Disability), the Date of Termination shall be the date on which the Company notified Executive of such termination, (c) if Executive resigns without Good Reason, the Date of Termination shall be the date specified by Executive, which shall not be earlier than 180 days after the date Executive provides notice pursuant to Section 4(d) and Section 8(d) of the Agreement; provided, however, the Board may waive such notice period, in which case the Date of Termination shall be the date the Board waived such notice period, (d) if Executive’s employment is terminated by the Company due to Disability, the date specified in the Notice of Termination, or (e) if Executive’s employment is terminated by reason of death, the date of Executive’s death.

6. “Exchange Act” means the Securities Exchange Act of 1934, as amended.

7. “Good Reason” means, without Executive’s express written consent, the occurrence of any one or more of the following: (a) a material reduction of Executive’s authorities, duties or responsibilities as the Executive Vice President and Chief Financial Officer of the Company; provided, that such a reduction in connection with a transition of executive officers and responsibilities after providing a Notice of Termination due to retirement shall not constitute Good Reason; (b) the Company’s locating Executive’s principal work location in excess of 50 miles from Executive’s principal job location as of the Effective Date; or (c) a material reduction by the Company of Executive’s Base Salary or Target Bonus.

8. “Parent” means any parent corporation of the Company within the meaning of Section 424(e) of the Code.

Appendix III – Form of Waiver and General Release¹

Waiver and General Release (this “Release”), dated as of             , between Larry M. Segall (“Employee” or “you”) and SOULCYCLE INC. (the “Company”) on behalf of itself and its past and/or present parent entities, and its or their subsidiaries, divisions, affiliates and related business entities, predecessors, successors and assigns, assets, employee benefit plans or funds, and any of its or their respective past and/or present directors, officers, fiduciaries, agents, trustees, administrators, attorneys, employees and assigns, whether acting as agents for the Company or in their individual capacities (collectively, the “Company Entities”).

1. Concluding Employment. You acknowledge your separation from employment with the Company will be effective as of             (the “Separation Date”), and that after the Separation Date you shall not represent yourself as being a director, officer, employee, agent or representative of any Company Entity for any purpose. The Separation Date shall be the termination date of your employment for all purposes including participation in and coverage under all benefit plans and programs sponsored by or through the Company Entities except as otherwise provided herein. You agree that you are not allowed on Company premises at any time after the Separation Date. Within 15 business days following the Separation Date, you will be paid for previously submitted un-reimbursed business expenses (in accordance with usual Company guidelines and practices), to the extent not theretofore paid.

2. Severance Benefits. In exchange for your waiver of claims against the Company Entities, the Company agrees to pay or provide to you the amounts and benefits as set forth in Section [            ] of the Employment Agreement, dated as of July 22, 2015, between the Company and you (the “Employment Agreement”).

3. Acknowledgement. You acknowledge and agree that the payment(s) and other benefits described in this Release: (a) are in full discharge of any and all liabilities and obligations of the Company Entities to you, monetarily or with respect to employee benefits or otherwise, including but not limited to any and all obligations arising under any alleged written or oral employment agreement, policy, plan or procedure of the Company Entities and/or any alleged understanding or arrangement between you and the Company Entities; and (b) exceed(s) any payment, benefit, or other thing of value to which you might otherwise be entitled under any policy, plan or procedure of the Company Entities and/or any agreement between you and the Company Entities.

4. General Release of Claims. Except as stated in Paragraph 6, you, for yourself and for your heirs, executors, administrators, trustees, legal representatives and assigns (hereinafter referred to collectively as “Releasors”), hereby release and forever discharge the Company Entities from all claims and causes of action, which Releasors ever had, now have, or may have against the Company Entities, whether you currently

¹  Note: May need to be updated to reflect changes in law.

have knowledge of such claims and causes of action, arising, or which may have arisen, out of or in connection with any event occurring before the date hereof. This includes, but is not limited to claims, demands or actions arising under any federal or state law such as the Age Discrimination in Employment Act (“ADEA”), the Older Workers Benefit Protection Act (“OWBPA”), Title VII of the Civil Rights Act of 1964 (“Title VII”), the Americans with Disabilities Act (“ADA”), the Family Medical Leave Act (“FMLA”), the Employee Retirement Income Security Act of 1978 (“ERISA”), the Worker Adjustment Retraining and Notification Act (“WARN”), the Fair Labor Standards Act (“FLSA”), the National Labor Relations Act (“NLRA”), the Occupational Safety and Health Act (“OSHA”) and the Rehabilitation Act, all as amended.

This Release includes any state human rights or fair employment practices act, or any other federal, state or local statute, ordinance, regulation or order regarding conditions of employment, compensation for employment, termination of employment, or discrimination or harassment in employment on the basis of age, gender, race, religion, disability, national origin, sexual orientation, or any other protected characteristic, and the common law of any state.

You further understand that this Release extends to all claims that Releasors may have as of this date against the Company Entities based upon statutory or common law claims for breach of contract, breach of employee handbooks or other policies, breach of promises, fraud, wrongful discharge, defamation, emotional distress, whistleblower claims, negligence, assault, battery, or any other theory, whether legal or equitable.

You agree that this Release includes all damages available under any theory of recovery, including, without limitation, any compensatory damages (including all forms of back-pay or front-pay), attorneys’ fees, liquidated damages, punitive damages, treble damages, emotional distress damages, pain and suffering damages, consequential damages, incidental damages, statutory fines or penalties, and/or costs or disbursements. Except as stated in Paragraph 6, Releasors are completely and fully waiving any rights under the above stated statutes, regulations, laws, or legal or equitable theories.

5. Breach of General Release of Claims. If you breach any provision of the General Release of Claims provided in Paragraph 4, then you will not be entitled to, and shall return, 75% of the value of the severance benefits provided in Paragraph 2. The Company will be entitled to attorney’s fees and costs incurred in its defense including collecting the repayment of applicable consideration. Such action on the part of the Company will not in any way effect the enforceability of the Restrictive Covenants provided in Appendix I to the Employment Agreement, which are adequately supported by the remaining severance benefits provided in Paragraph 2.6.

6. Exclusions from General Release. You are not waiving your right to enforce the terms of this Release or to challenge the knowing and voluntary nature of this Release under the ADEA as amended; or your right to assert claims that are based on events that happen after this Release becomes effective. You agree that the Company reserves any and all defenses, which it has or might have against any claims

brought by you. This includes, but is not limited to, the Company’s right to seek available costs and attorneys’ fees, and to have any money or other damages that might be awarded to you, reduced by the amount of money paid to you pursuant to this Release and Section 5 of the Employment Agreement. Nothing in this Release interferes with your right to file a charge with the Equal Employment Opportunity Commission (“EEOC”), or to participate in an EEOC investigation or proceeding. Nevertheless, you understand that you have waived your right to recover any individual relief or money damages, which may be awarded on such a charge. In addition, nothing in this Release interferes with or waives (a) your rights under applicable whistleblower statutes, regulations and rules (including Rule 21F under the Exchange Act), including rights to receive rewards thereunder, (b) your rights, if any, to the Accrued Benefits (as defined in the Employment Agreement), severance, accelerated vesting of long-term incentive awards and other related post-employment benefits expressly provided in Section 5 of the Employment Agreement, (c) your vested benefits under any employee pension or welfare benefit plan in which you participated as an employee of the Company, (d) your right to COBRA (as defined in the Employment Agreement) continuation coverage under the Company’s group health plan and (e) your right to file any claims you may have for worker’s compensation or unemployment benefits.

7. Right to Revoke. This Release does not become effective for a period of seven (7) days after you sign it, and you have the right to cancel it during that time. Any decision to revoke this Release must be made in writing and hand-delivered to the Company or, if sent by mail, postmarked within the seven (7) day time period and addressed to [•]. You understand that if you decide to revoke this Release, you will not be entitled to any severance benefits provided in Paragraph 2.

8. Unemployment Compensation Benefits. If you apply for unemployment compensation, the Company will not challenge your entitlement to such benefits. You understand that the Company does not decide whether you are eligible for unemployment compensation benefits, or the amount of the benefit.

9. No Wrongdoing. By entering into this Release, the Company does not admit that it has acted wrongfully with respect to your employment or that you have any rights or claims against it.

10. Choice of Law and Venue. The terms of this Release will be governed by the laws of Delaware (without regard to conflict of laws principles). Any legal action to enforce this Release shall be brought in the state courts of New York, located in New York City, New York.

11. Severability. If any of the terms of this Release are deemed to be invalid or unenforceable by a court of law, the validity and enforceability of the remaining provisions of this Release will not in any way be affected or impaired thereby. Further, if a court should determine that any portion of this Release is overbroad or unreasonable, such provision shall be given effect to the maximum extent possible by narrowing or enforcing in part that aspect of the provision found overbroad or unreasonable.

12. No Assignment. This Release is personal to you and you cannot assign it to any other person or entity.

13. Attorneys’ Fees. You understand that you are responsible to pay your own costs and attorneys’ fees, if any, that you incurred in consulting with an attorney about this Release.

14. Entire Agreement. This Release constitutes the entire agreement between the Company and you regarding the subject matter included in this document. You agree that there are no promises or understandings outside of this Release, except with respect to your continuing obligations not to reveal the Company’s proprietary, confidential, and trade secret information, as well as your obligations to maintain the confidentiality of secret information. This Release supercedes and replaces all prior or contemporaneous discussions, negotiations or general releases, whether written or oral, except as set forth herein. Any modification or addition to this Release must be in writing, signed by an officer of the Company and you.

15. Eligibility and Opportunity to Review. You certify that you are signing this Release voluntarily and with full knowledge of its consequences. You understand that you have at least twenty-one (21) days from the date you received this Release to consider it, and that you do not have to sign it before the end of the twenty-one (21) day period. You are advised to use this time to consult with an attorney prior to executing this Release.

16. Understanding and Acknowledgement. You understand all of the terms of this Release and have not relied on any oral statements or explanation by the Company. You have had adequate time to consult with legal counsel and to consider whether to sign this Release, and you are signing it knowingly and voluntarily.

IN WITNESS WHEREOF, Employee has executed this Release by his signature below.

Larry M. Segall

Date

EX-10.19

Exhibit 10.19

SOULCYCLE INC.

2015 OMNIBUS INCENTIVE PLAN

ARTICLE I

PURPOSE

The purpose of this SoulCycle Inc. 2015 Omnibus Incentive Plan is to enhance the profitability and value of the Company for the benefit of its stockholders by enabling the Company to offer Eligible Individuals cash and stock-based incentives in order to attract, retain and reward such individuals and strengthen the mutuality of interests between such individuals and the Company’s stockholders. The Plan is effective as of the date set forth in Article XV.

ARTICLE II

DEFINITIONS

For purposes of the Plan, the following terms shall have the following meanings:

2.1 “Affiliate” means each of the following: (a) any Subsidiary; (b) any Parent; (c) any corporation, trade or business (including, without limitation, a partnership or limited liability company) which is directly or indirectly controlled 50% or more (whether by ownership of stock, assets or an equivalent ownership interest or voting interest) by the Company or one of its Affiliates; (d) any trade or business (including, without limitation, a partnership or limited liability company) which directly or indirectly controls 50% or more (whether by ownership of stock, assets or an equivalent ownership interest or voting interest) of the Company; and (e) any other entity in which the Company or any of its Affiliates has a material equity interest and which is designated as an “Affiliate” by resolution of the Committee; provided that, unless otherwise determined by the Committee, the Common Stock subject to any Award constitutes “service recipient stock” for purposes of Section 409A of the Code or otherwise does not subject the Award to Section 409A of the Code.

2.2 “Award” means any award under the Plan of any Stock Option, Stock Appreciation Right, Restricted Stock Award, Performance Award, Other Stock-Based Award or Other Cash-Based Award. All Awards shall be granted by, confirmed by, and subject to the terms of, a written agreement executed by the Company and the Participant.

2.3 “Award Agreement” means the written or electronic agreement setting forth the terms and conditions applicable to an Award.

2.4 “Board” means the Board of Directors of the Company.

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2.5 “Cause” means, unless otherwise determined by the Committee in the applicable Award Agreement, with respect to a Participant’s Termination of Employment or Termination of Consultancy, the following: (a) in the case where there is no employment agreement, consulting agreement, change in control agreement or similar agreement in effect between the Company or an Affiliate and the Participant at the time of the grant of the Award (or where there is such an agreement but it does not define “cause” (or words of like import)), termination due to a Participant’s insubordination, dishonesty, fraud, incompetence, moral turpitude, willful misconduct, refusal to perform the Participant’s duties or responsibilities for any reason other than illness or incapacity or materially unsatisfactory performance of the Participant’s duties for the Company or an Affiliate, as determined by the Committee in its good faith discretion; or (b) in the case where there is an employment agreement, consulting agreement, change in control agreement or similar agreement in effect between the Company or an Affiliate and the Participant at the time of the grant of the Award that defines “cause” (or words of like import), “cause” as defined under such agreement; provided, however, that with regard to any agreement under which the definition of “cause” only applies on occurrence of a change in control, such definition of “cause” shall not apply until a change in control actually takes place and then only with regard to a termination thereafter. With respect to a Participant’s Termination of Directorship, “cause” means an act or failure to act that constitutes cause for removal of a director under applicable Delaware law.

2.6 “Change in Control” has the meaning set forth in 11.2.

2.7 “Change in Control Price” has the meaning set forth in Section 11.1.

2.8 “Code” means the Internal Revenue Code of 1986, as amended. Any reference to any section of the Code shall also be a reference to any successor provision and any treasury regulation promulgated thereunder.

2.9 “Committee” means any committee of the Board duly authorized by the Board to administer the Plan. If no committee is duly authorized by the Board to administer the Plan, the term “Committee” shall be deemed to refer to the Board for all purposes under the Plan.

2.10 “Common Stock” means the common stock, $0.01 par value per share, of the Company.

2.11 “Company” means SoulCycle Inc., a Delaware Corporation, and its successors by operation of law.

2.12 “Consultant” means any natural person who is an advisor or consultant to the Company or its Affiliates.

2.13 “Disability” means, unless otherwise determined by the Committee in the applicable Award Agreement, with respect to a Participant’s Termination, a permanent and total disability as defined in Section 22(e)(3) of the Code. A Disability shall only be deemed to occur at the time of the determination by the Committee of the Disability. Notwithstanding the foregoing, for Awards that are subject to Section 409A of the Code, Disability shall mean that a Participant is disabled under Section 409A(a)(2)(C)(i) or (ii) of the Code.

2.14 “Effective Date” means the effective date of the Plan as defined in Article XV.

2.15 “Eligible Employees” means each employee of the Company or an Affiliate.

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2.16 “Eligible Individual” means an Eligible Employee, Non-Employee Director or Consultant who is designated by the Committee in its discretion as eligible to receive Awards subject to the conditions set forth herein.

2.17 “Exchange Act” means the Securities Exchange Act of 1934, as amended. Reference to a specific section of the Exchange Act or regulation thereunder shall include such section or regulation, any valid regulation or interpretation promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation.

2.18 “Fair Market Value” means, for purposes of the Plan, unless otherwise required by any applicable provision of the Code or any regulations issued thereunder, as of any date and except as provided below, the last sales price reported for the Common Stock on the applicable date: (a) as reported on the principal national securities exchange in the United States on which it is then traded or (b) if the Common Stock is not traded, listed or otherwise reported or quoted, the Committee shall determine in good faith the Fair Market Value in whatever manner it considers appropriate taking into account the requirements of Section 409A of the Code. For purposes of the grant of any Award, the applicable date shall be the trading day immediately prior to the date on which the Award is granted. For purposes of the exercise of any Award, the applicable date shall be the date a notice of exercise is received by the Committee or, if not a day on which the applicable market is open, the next day that it is open.

2.19 “Family Member” means “family member” as defined in Section A.1.(a)(5) of the general instructions of Form S-8.

2.20 “Incentive Stock Option” means any Stock Option awarded to an Eligible Employee of the Company, its Subsidiaries and its Parents (if any) under the Plan intended to be and designated as an “Incentive Stock Option” within the meaning of Section 422 of the Code.

2.21 “Non-Employee Director” means a director or a member of the Board of the Company or any Affiliate who is not an active employee of the Company or any Affiliate.

2.22 “Non-Qualified Stock Option” means any Stock Option awarded under the Plan that is not an Incentive Stock Option.

2.23 “Stock Appreciation Right” shall mean the right to receive an amount in cash and/or stock equal to the difference between (x) the Fair Market Value of a share of Common Stock on the date such right is exercised, and (y) the aggregate exercise price of such right, otherwise than on surrender of a Stock Option.

2.24 “Other Cash-Based Award” means an Award granted pursuant to Section 10.3 of the Plan and payable in cash at such time or times and subject to such terms and conditions as determined by the Committee in its sole discretion.

2.25 “Other Stock-Based Award” means an Award under Article X of the Plan that is valued in whole or in part by reference to, or is payable in or otherwise based on, Common Stock, including, without limitation, an Award valued by reference to an Affiliate.

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2.26 “Parent” means any parent corporation of the Company within the meaning of Section 424(e) of the Code.

2.27 “Participant” means an Eligible Individual to whom an Award has been granted pursuant to the Plan.

2.28 “Performance Award” means an Award granted to a Participant pursuant to Article IX hereof contingent upon achieving certain Performance Goals.

2.29 “Performance Goals” means goals established by the Committee as contingencies for Awards to vest and/or become exercisable or distributable based on one or more Company, divisional, individual or other performance conditions determined by the Committee in its sole discretion.

2.30 “Performance Period” means the designated period during which the Performance Goals must be satisfied with respect to the Award to which the Performance Goals relate.

2.31 “Plan” means this SoulCycle Inc. 2015 Omnibus Incentive Plan, as amended from time to time.

2.32 “Proceeding” has the meaning set forth in Section 14.8.

2.33 “Registration Date” means the date on which the Company sells its Common Stock in a bona fide, firm commitment underwriting pursuant to a registration statement under the Securities Act.

2.34 “Reorganization” has the meaning set forth in Section 4.2(b)(ii).

2.35 “Restricted Stock” means an Award of shares of Common Stock under the Plan that is subject to restrictions under Article VIII.

2.36 “Restriction Period” has the meaning set forth in Section 8.3(a) with respect to Restricted Stock.

2.37 “Section 409A of the Code” means the nonqualified deferred compensation rules under Section 409A of the Code and any applicable treasury regulations and other official guidance thereunder.

2.38 “Securities Act” means the Securities Act of 1933, as amended and all rules and regulations promulgated thereunder. Reference to a specific section of the Securities Act or regulation thereunder shall include such section or regulation, any valid regulation or interpretation promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation.

2.39 “Stock Appreciation Right” shall mean the right pursuant to an Award granted under Article VII.

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2.40 “Stock Option” or “Option” means any option to purchase shares of Common Stock granted to Eligible Individuals granted pursuant to Article VI.

2.41 “Subsidiary” means any subsidiary corporation of the Company within the meaning of Section 424(f) of the Code.

2.42 “Ten Percent Stockholder” means a person owning stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company, its Subsidiaries or its Parent.

2.43 “Termination” means a Termination of Consultancy, Termination of Directorship or Termination of Employment, as applicable.

2.44 “Termination of Consultancy” means: (a) that the Consultant is no longer acting as a consultant to the Company or an Affiliate; or (b) when an entity which is retaining a Participant as a Consultant ceases to be an Affiliate unless the Participant otherwise is, or thereupon becomes, a Consultant to the Company or another Affiliate at the time the entity ceases to be an Affiliate. In the event that a Consultant becomes an Eligible Employee or a Non-Employee Director upon the termination of such Consultant’s consultancy, unless otherwise determined by the Committee, in its sole discretion, no Termination of Consultancy shall be deemed to occur until such time as such Consultant is no longer a Consultant, an Eligible Employee or a Non-Employee Director. Notwithstanding the foregoing, the Committee may otherwise define Termination of Consultancy in the Award Agreement or, if no rights of a Participant are reduced, may otherwise define Termination of Consultancy thereafter; provided that any such change to the definition of the term “Termination of Consultancy” does not subject the applicable Award to Section 409A of the Code.

2.45 “Termination of Directorship” means that the Non-Employee Director has ceased to be a director of the Company; except that if a Non-Employee Director becomes an Eligible Employee or a Consultant upon the termination of such Non-Employee Director’s directorship, such Non-Employee Director’s ceasing to be a director of the Company shall not be treated as a Termination of Directorship unless and until the Participant has a Termination of Employment or Termination of Consultancy, as the case may be.

2.46 “Termination of Employment” means: (a) a termination of employment (for reasons other than a military or personal leave of absence granted by the Company) of a Participant from the Company and its Affiliates; or (b) when an entity which is employing a Participant ceases to be an Affiliate, unless the Participant otherwise is, or thereupon becomes, employed by the Company or another Affiliate at the time the entity ceases to be an Affiliate. In the event that an Eligible Employee becomes a Consultant or a Non-Employee Director upon the termination of such Eligible Employee’s employment, unless otherwise determined by the Committee, in its sole discretion, no Termination of Employment shall be deemed to occur until such time as such Eligible Employee is no longer an Eligible Employee, a Consultant or a Non-Employee Director. Notwithstanding the foregoing, the Committee may otherwise define Termination of Employment in the Award Agreement or, if no rights of a Participant are reduced, may otherwise define Termination of Employment thereafter; provided that any such change to the definition of the term “Termination of Employment” does not subject the applicable Award to Section 409A of the Code.

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2.47 “Transfer” means: (a) when used as a noun, any direct or indirect transfer, sale, assignment, pledge, hypothecation, encumbrance or other disposition (including the issuance of equity in any entity), whether for value or no value and whether voluntary or involuntary (including by operation of law), and (b) when used as a verb, to directly or indirectly transfer, sell, assign, pledge, encumber, charge, hypothecate or otherwise dispose of (including the issuance of equity in any entity) whether for value or for no value and whether voluntarily or involuntarily (including by operation of law). “Transferred” and “Transferable” shall have a correlative meaning.

ARTICLE III

ADMINISTRATION

3.1 The Committee. The Plan shall be administered and interpreted by the Committee.

3.2 Grants of Awards. The Committee shall have full authority to grant, pursuant to the terms of the Plan, to Eligible Individuals: (i) Stock Options, (ii) Stock Appreciation Rights, (iii) Restricted Stock Awards, (iv) Performance Awards; (v) Other Stock-Based Awards; and (vi) Other Cash-Based Awards. In addition, the Committee shall have the authority:

(a) to select the Eligible Individuals to whom Awards may from time to time be granted hereunder;

(b) to determine whether and to what extent Awards, or any combination thereof, are to be granted hereunder to one or more Eligible Individuals;

(c) to determine the number of shares of Common Stock to be covered by each Award granted hereunder;

(d) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder (including, but not limited to, the exercise or purchase price (if any), any restriction or limitation, any vesting schedule or acceleration thereof, or any forfeiture restrictions or waiver thereof, regarding any Award and the shares of Common Stock relating thereto, based on such factors, if any, as the Committee shall determine, in its sole discretion);

(e) to determine the amount of cash to be covered by each Award granted hereunder;

(f) to determine whether, to what extent and under what circumstances grants of Options and other Awards under the Plan are to operate on a tandem basis and/or in conjunction with or apart from other awards made by the Company outside of the Plan;

(g) to determine whether and under what circumstances a Stock Option may be settled in cash, Common Stock and/or Restricted Stock under Section 6.4(d);

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(h) to determine whether a Stock Option is an Incentive Stock Option or Non-Qualified Stock Option;

(i) to determine whether to require a Participant, as a condition of the granting of any Award, to not sell or otherwise dispose of shares acquired pursuant to the exercise of an Award for a period of time as determined by the Committee, in its sole discretion, following the date of the acquisition of such Award;

(j) to modify, extend or renew an Award, subject to Article XII and Section 6.4(m); provided, however, that such action does not subject the Award to Section 409A of the Code without the consent of the Participant;

(k) solely to the extent permitted by applicable law, to determine whether, to what extent and under what circumstances to provide loans (which may be on a recourse basis and shall bear interest at the rate the Committee shall provide) to Participants in order to exercise Options under the Plan; and

(l) to interpret and apply this Plan and any Award granted hereunder.

3.3 Guidelines. Subject to Article XII hereof, the Committee shall have the authority to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan and perform all acts, including the delegation of its responsibilities (to the extent permitted by applicable law and applicable stock exchange rules), as it shall, from time to time, deem advisable; to construe and interpret the terms and provisions of the Plan and any Award issued under the Plan (and any agreements relating thereto); and to otherwise supervise the administration of the Plan. The Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any agreement relating thereto in the manner and to the extent it shall deem necessary to effectuate the purpose and intent of the Plan. The Committee may adopt special guidelines and provisions for persons who are residing in or employed in, or subject to, the taxes of, any domestic or foreign jurisdictions to comply with applicable tax and securities laws of such domestic or foreign jurisdictions. Notwithstanding the foregoing, no action of the Committee under this Section 3.3 shall impair the rights of any Participant without the Participant’s consent.

3.4 Minimum Vesting Period. Notwithstanding anything to the contrary in this Plan, each Award Agreement will require that an Award be subject to a minimum vesting period of at least one (1) year commencing from the date of grant. For the purpose of clarity, this Section 3.4 will not prevent the Committee from accelerating the vesting of any Award in accordance with any of the provisions set forth in this Plan.

3.5 Decisions Final. Any decision, interpretation or other action made or taken in good faith by or at the direction of the Company, the Board or the Committee (or any of its members) arising out of or in connection with the Plan shall be within the absolute discretion of all and each of them, as the case may be, and shall be final, binding and conclusive on the Company and all employees and Participants and their respective heirs, executors, administrators, successors and assigns. The Committee’s determinations and interpretations with respect to Awards need not be the same with respect to each Participant and may be made selectively among Participants, whether or not such Participants are similarly situated.

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3.6 Procedures. If the Committee is appointed, the Board shall designate one of the members of the Committee as chairman and the Committee shall hold meetings, subject to the By-Laws of the Company, at such times and places as it shall deem advisable, including, without limitation, by telephone conference or by written consent to the extent permitted by applicable law. A majority of the Committee members shall constitute a quorum. All determinations of the Committee shall be made by a majority of its members. Any decision or determination reduced to writing and signed by all of the Committee members, shall be fully effective as if it had been made by a vote at a meeting duly called and held. The Committee shall keep minutes of its meetings and shall make such rules and regulations for the conduct of its business as it shall deem advisable.

3.7 Designation of Consultants/Liability.

(a) The Committee may designate employees of the Company and professional advisors to assist the Committee in the administration of the Plan and (to the extent permitted by applicable law and applicable exchange rules) may grant authority to officers to grant Awards and/or execute agreements or other documents on behalf of the Committee.

(b) The Committee may employ such legal counsel, consultants and agents as it may deem desirable for the administration of the Plan and may rely upon any opinion received from any such counsel or consultant and any computation received from any such consultant or agent. Expenses incurred by the Committee or the Board in the engagement of any such counsel, consultant or agent shall be paid by the Company. The Committee, its members and any person designated pursuant to sub-section (a) above shall not be liable for any action or determination made in good faith with respect to the Plan. To the maximum extent permitted by applicable law, no officer of the Company or member or former member of the Committee or of the Board shall be liable for any action or determination made in good faith with respect to the Plan or any Award granted under it.

3.8 Indemnification. To the maximum extent permitted by applicable law and the Certificate of Incorporation and By-Laws of the Company and to the extent not covered by insurance directly insuring such person, each officer or employee of the Company or any Affiliate and member or former member of the Committee or the Board shall be indemnified and held harmless by the Company against any cost or expense (including reasonable fees of counsel reasonably acceptable to the Committee) or liability (including any sum paid in settlement of a claim with the approval of the Committee), and advanced amounts necessary to pay the foregoing at the earliest time and to the fullest extent permitted, arising out of any act or omission to act in connection with the administration of the Plan, except to the extent arising out of such officer’s, employee’s, member’s or former member’s own fraud or bad faith. Such indemnification shall be in addition to any right of indemnification the employees, officers, directors or members or former officers, directors or members may have under applicable law or under the Certificate of Incorporation or By-Laws of the Company or any Affiliate. Notwithstanding anything else herein, this indemnification will not apply to the actions or determinations made by an individual with regard to Awards granted to such individual under the Plan.

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ARTICLE IV

SHARE LIMITATION

4.1 Shares.

(a) Share Reserve. Subject to any increase or decrease pursuant to Section 4.2, the aggregate number of shares of Common Stock that may be issued or used for reference purposes, or with respect to which Awards may be granted, will not exceed 143,137 shares (the “Share Reserve”). Shares of Common Stock issued hereunder may be made available from either authorized and unissued Common Stock, or authorized and issued Common Stock reacquired and held as treasury shares, or otherwise, or a combination thereof. Any shares of Common Stock that are subject to Options or Stock Appreciation Rights will be counted against the Share Reserve as one (1) share for every one (1) share granted, and any shares of Common Stock that are subject to Restricted Stock, Restricted Stock Unit Awards, Performance Awards or Other Stock-Based Awards (“Full-Value Awards”) will be counted against the Share Reserve as one (1) share for every one (1) share granted. The maximum number of shares of Common Stock with respect to which Incentive Stock Options may be granted under the Plan will equal the Share Reserve without regard to adjustments under Section 4.1(c). With respect to Awards issued after the Registration Date, the maximum grant date fair value of any Award granted to any director during any calendar year shall not exceed $500,000.

(b) Substitute Awards; Use of Shares Under Acquired Company Plans. Shares of Common Stock issued under Awards granted upon the assumption, substitution or exchange for previously granted awards of a company acquired by the Company will not reduce the Share Reserve. In addition, the Company may issue Awards under the Plan without a reduction in the Share Reserve with respect to shares available under an equity incentive plan maintained by a company acquired by the Company in a corporate transaction, as appropriately adjusted to reflect such transaction pursuant to Section 4.2 (subject to all applicable stock exchange listing requirements).

(c) Permitted Addbacks to Share Reserve; Certain Limitations Relating to Options and SARs. If any Option or Stock Appreciation Right granted under the Plan expires, terminates or is cash-settled or canceled for any reason without having been exercised in full, the number of shares of Common Stock underlying any such Award will again be available for Awards under the Plan. If any Full-Value Awards granted under the Plan are forfeited or cash-settled for any reason, the number of such forfeited or cash-settled shares of Common Stock will again be available for Awards under the Plan. Any shares of Common Stock that again become available for Awards under the Plan pursuant to this Section 4.1(c) will be added as (i) one (1) share of Common Stock for every one (1) share subject to Options or Stock Appreciation Rights granted under the Plan, and (ii) as one (1) share of Common Stock for every one (1) share subject to Full-Value Awards granted under the Plan. Notwithstanding anything to the contrary contained herein, the following shares of Common Stock will not be added to the Share Reserve: (i) shares of Common Stock tendered by the Participant or withheld by the Company in payment of the purchase price of an Option under the Plan, (ii) shares of Common Stock tendered by the Participant or withheld by the Company to satisfy any tax withholding obligations with respect to any Awards under the Plan, (iii) shares of Common Stock subject to a Stock Appreciation Right under the Plan that are not issued in connection with its stock settlement on exercise thereof, and (iv) shares of Common Stock reacquired by the Company on the open market or otherwise using cash proceeds from the exercise of Options under the Plan.

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4.2 Changes.

(a) The existence of the Plan and the Awards granted hereunder shall not affect in any way the right or power of the Board or the stockholders of the Company to make or authorize (i) any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, (ii) any merger or consolidation of the Company or any Affiliate, (iii) any issuance of bonds, debentures, preferred or prior preference stock ahead of or affecting the Common Stock, (iv) the dissolution or liquidation of the Company or any Affiliate, (v) any sale or transfer of all or part of the assets or business of the Company or any Affiliate or (vi) any other corporate act or proceeding.

(b) Subject to the provisions of Section 11.1:

(i) If the Company at any time subdivides (by any split, recapitalization or otherwise) the outstanding Common Stock into a greater number of shares of Common Stock, or combines (by reverse split, combination or otherwise) its outstanding Common Stock into a lesser number of shares of Common Stock, then the respective exercise prices for outstanding Awards that provide for a Participant elected exercise, the number of shares of Common Stock covered by outstanding Awards and the number of shares of Common Stock reserved for issuance under the Plan shall be appropriately adjusted by the Committee to prevent dilution or enlargement of the rights granted to, or available for, Participants under the Plan.

(ii) Excepting transactions covered by Section 4.2(b)(i), if the Company effects any merger, consolidation, statutory exchange, spin-off, reorganization, sale or transfer of all or substantially all the Company’s assets or business, or other corporate transaction or event in such a manner that the Company’s outstanding shares of Common Stock are converted into the right to receive (or the holders of Common Stock are entitled to receive in exchange therefor), either immediately or upon liquidation of the Company, securities or other property of the Company or other entity (each, a “Reorganization”), then, subject to the provisions of Section 11.1, (A) the aggregate number or kind of securities that thereafter may be issued under the Plan, (B) the number or kind of securities or other property (including cash) to be issued pursuant to Awards granted under the Plan (including as a result of the assumption of the Plan and the obligations hereunder by a successor entity, as applicable), or (C) the purchase price thereof, shall be appropriately adjusted by the Committee to prevent dilution or enlargement of the rights granted to, or available for, Participants under the Plan.

(iii) If there shall occur any change in the capital structure of the Company other than those covered by Section 4.2(b)(i) or 4.2(b)(ii), including by reason of any extraordinary dividend (whether cash or equity), any conversion, any adjustment, any issuance of any class of securities convertible or exercisable into, or exercisable for, any class of equity securities of the Company, then the Committee shall adjust any Award and make such other adjustments to the Plan to prevent dilution or enlargement of the rights granted to, or available for, Participants under the Plan.

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(iv) Any such adjustment determined by the Committee pursuant to this Section 4.2(b) shall be final, binding and conclusive on the Company and all Participants and their respective heirs, executors, administrators, successors and permitted assigns. Any adjustment to, or assumption or substitution of, an Award under this Section 4.2(b) shall be intended to comply with the requirements of Section 409A of the Code and Treasury Regulation §1.424-1 (and any amendments thereto), to the extent applicable. Except as expressly provided in this Section 4.2 or in the applicable Award Agreement, a Participant shall have no additional rights under the Plan by reason of any transaction or event described in this Section 4.2.

(v) Fractional shares of Common Stock resulting from any adjustment in Awards pursuant to Section 4.2(a) or this Section 4.2(b) shall be aggregated until, and eliminated at, the time of exercise or payment by rounding-down for fractions less than one-half and rounding-up for fractions equal to or greater than one-half. No cash settlements shall be required with respect to fractional shares eliminated by rounding. Notice of any adjustment shall be given by the Committee to each Participant whose Award has been adjusted and such adjustment (whether or not such notice is given) shall be effective and binding for all purposes of the Plan.

4.3 Minimum Purchase Price. Notwithstanding any provision of the Plan to the contrary, if authorized but previously unissued shares of Common Stock are issued under the Plan, such shares shall not be issued for a consideration that is less than as permitted under applicable law.

ARTICLE V

ELIGIBILITY

5.1 General Eligibility. All current and prospective Eligible Individuals are eligible to be granted Awards. Eligibility for the grant of Awards and actual participation in the Plan shall be determined by the Committee in its sole discretion.

5.2 Incentive Stock Options. Notwithstanding the foregoing, only Eligible Employees of the Company, its Subsidiaries and its Parent (if any) are eligible to be granted Incentive Stock Options under the Plan. Eligibility for the grant of an Incentive Stock Option and actual participation in the Plan shall be determined by the Committee in its sole discretion.

5.3 General Requirement. The vesting and exercise of Awards granted to a prospective Eligible Individual are conditioned upon such individual actually becoming an Eligible Employee, Consultant or Non-Employee Director, respectively.

ARTICLE VI

STOCK OPTIONS

6.1 Options. Stock Options may be granted alone or in addition to other Awards granted under the Plan. Each Stock Option granted under the Plan shall be of one of two types: (a) an Incentive Stock Option or (b) a Non-Qualified Stock Option.

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6.2 Grants. The Committee shall have the authority to grant to any Eligible Employee one or more Incentive Stock Options, Non-Qualified Stock Options, or both types of Stock Options. The Committee shall have the authority to grant any Consultant or Non-Employee Director one or more Non-Qualified Stock Options. To the extent that any Stock Option does not qualify as an Incentive Stock Option (whether because of its provisions or the time or manner of its exercise or otherwise), such Stock Option or the portion thereof which does not so qualify shall constitute a separate Non-Qualified Stock Option.

6.3 Incentive Stock Options. Notwithstanding anything in the Plan to the contrary, no term of the Plan relating to Incentive Stock Options shall be interpreted, amended or altered, nor shall any discretion or authority granted under the Plan be so exercised, so as to disqualify the Plan under Section 422 of the Code, or, without the consent of the Participants affected, to disqualify any Incentive Stock Option under such Section 422.

6.4 Terms of Options. Options granted under the Plan shall be subject to the following terms and conditions and shall be in such form and contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Committee shall deem desirable:

(a) Exercise Price. The exercise price per share of Common Stock subject to a Stock Option shall be determined by the Committee at the time of grant; provided that the per share exercise price of a Stock Option shall not be less than 100% (or, in the case of an Incentive Stock Option granted to a Ten Percent Stockholder, 110%) of the Fair Market Value of the Common Stock at the time of grant.

(b) Stock Option Term. The term of each Stock Option shall be fixed by the Committee; provided that no Stock Option shall be exercisable more than 10 years after the date the Option is granted; and provided further that the term of an Incentive Stock Option granted to a Ten Percent Stockholder shall not exceed five years.

(c) Exercisability. Unless otherwise provided by the Committee in accordance with the provisions of this Section 6.4, Stock Options granted under the Plan shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee at the time of grant. If the Committee provides, in its discretion, that any Stock Option is exercisable subject to certain limitations (including, without limitation, that such Stock Option is exercisable only in installments or within certain time periods), the Committee may waive such limitations on the exercisability at any time at or after the time of grant in whole or in part (including, without limitation, waiver of the installment exercise provisions or acceleration of the time at which such Stock Option may be exercised), based on such factors, if any, as the Committee shall determine, in its sole discretion.

(d) Method of Exercise. Subject to whatever installment exercise and waiting period provisions apply under Section 6.4(c), to the extent vested, Stock Options may be exercised in whole or in part at any time during the Option term, by giving written notice of exercise to the Company specifying the number of shares of Common Stock to be purchased. Such notice shall be accompanied by payment in full of all applicable withholding taxes and the purchase price as follows: (i) in cash or by check, bank draft or money order payable to the order of the Company; (ii) solely to the extent permitted by applicable law, if the Common Stock is traded on a national

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securities exchange, and the Committee authorizes, through a procedure whereby the Participant delivers irrevocable instructions to a broker reasonably acceptable to the Committee to deliver promptly to the Company an amount equal to the purchase price; or (iii) on such other terms and conditions as may be acceptable to the Committee (including, without limitation, with the consent of the Committee, having the Company withhold shares of Common Stock issuable upon exercise of the Stock Option, or by payment in full or in part in the form of Common Stock owned by the Participant, based on the Fair Market Value of the Common Stock on the payment date as determined by the Committee). No shares of Common Stock shall be issued until payment therefor, as provided herein, has been made or provided for. The Committee may prohibit or limit the exercise of Stock Options at such times and on such conditions it determines.

(e) Non-Transferability of Options. No Stock Option shall be Transferable by the Participant other than by will or by the laws of descent and distribution, and all Stock Options shall be exercisable, during the Participant’s lifetime, only by the Participant. Notwithstanding the foregoing, the Committee may determine, in its sole discretion, at the time of grant or thereafter that a Non-Qualified Stock Option that is otherwise not Transferable pursuant to this Section is Transferable to a Family Member in whole or in part and in such circumstances, and under such conditions, as specified by the Committee. A Non-Qualified Stock Option that is Transferred to a Family Member pursuant to the preceding sentence (i) may not be subsequently Transferred other than by will or by the laws of descent and distribution and (ii) remains subject to the terms of the Plan and the applicable Award Agreement. Any shares of Common Stock acquired upon the exercise of a Non-Qualified Stock Option by a permissible transferee of a Non-Qualified Stock Option or a permissible transferee pursuant to a Transfer after the exercise of the Non-Qualified Stock Option shall be subject to the terms of the Plan and the applicable Award Agreement.

(f) Extension of Termination Date. If the exercise of the Option following the Participant’s Termination for any reason would be prohibited at any time because the issuance of shares of Common Stock would violate the registration requirements under the Securities Act, any other state or federal securities law, the rules of any securities exchange or interdealer quotation system or any black out period or period of restriction on exercise imposed by the Company (“Exercise Restrictions”), then, to the extent consistent with Section 409A of the Code, the Option shall terminate on the earlier of (i) the expiration of the term of the Option or (ii) the expiration of a period after the Participant’s Termination that is ninety (90) days after the end of the period during which the Exercise Restrictions are imposed.

(g) Termination by Death or Disability. Unless otherwise determined by the Committee at the time of grant, or if no rights of the Participant are reduced, thereafter, if a Participant’s Termination is by reason of death or Disability, all Stock Options that are held by such Participant that are vested and exercisable at the time of the Participant’s Termination may be exercised by the Participant (or in the case of the Participant’s death, by the legal representative of the Participant’s estate) at any time within a period of one (1) year from the date of such Termination, but in no event beyond the expiration of the stated term of such Stock Options; provided, however, that, in the event of a Participant’s Termination by reason of Disability, if the Participant dies within such exercise period, all unexercised Stock Options held by such Participant shall thereafter be exercisable, to the extent to which they were exercisable at the time of death, for a period of one (1) year from the date of such death, but in no event beyond the expiration of the stated term of such Stock Options.

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(h) Involuntary Termination Without Cause. Unless otherwise determined by the Committee at the time of grant, or if no rights of the Participant are reduced, thereafter, if a Participant’s Termination is by involuntary termination by the Company without Cause, all Stock Options that are held by such Participant that are vested and exercisable at the time of the Participant’s Termination may be exercised by the Participant at any time within a period of ninety (90) days from the date of such Termination, but in no event beyond the expiration of the stated term of such Stock Options.

(i) Voluntary Resignation. Unless otherwise determined by the Committee at the time of grant, or if no rights of the Participant are reduced, thereafter, if a Participant’s Termination is voluntary (other than a voluntary termination described in Section 6.4(j)(y) hereof), all Stock Options that are held by such Participant that are vested and exercisable at the time of the Participant’s Termination may be exercised by the Participant at any time within a period of thirty (30) days from the date of such Termination, but in no event beyond the expiration of the stated term of such Stock Options.

(j) Termination for Cause. Unless otherwise determined by the Committee at the time of grant, or if no rights of the Participant are reduced, thereafter, if a Participant’s Termination (x) is for Cause or (y) is a voluntary Termination (as provided in Section 6.4(i)) after the occurrence of an event that would be grounds for a Termination for Cause, all Stock Options, whether vested or not vested, that are held by such Participant shall thereupon terminate and expire as of the date of such Termination.

(k) Unvested Stock Options. Unless otherwise determined by the Committee at the time of grant, or if no rights of the Participant are reduced, thereafter, Stock Options that are not vested as of the date of a Participant’s Termination for any reason shall terminate and expire as of the date of such Termination.

(l) Incentive Stock Option Limitations. To the extent that the aggregate Fair Market Value (determined as of the time of grant) of the Common Stock with respect to which Incentive Stock Options are exercisable for the first time by an Eligible Employee during any calendar year under the Plan and/or any other stock option plan of the Company, any Subsidiary or any Parent exceeds $100,000, such Options shall be treated as Non-Qualified Stock Options. In addition, if an Eligible Employee does not remain employed by the Company, any Subsidiary or any Parent at all times from the time an Incentive Stock Option is granted until three months prior to the date of exercise thereof (or such other period as required by applicable law), such Stock Option shall be treated as a Non-Qualified Stock Option. Should any provision of the Plan not be necessary in order for the Stock Options to qualify as Incentive Stock Options, or should any additional provisions be required, the Committee may amend the Plan accordingly, without the necessity of obtaining the approval of the stockholders of the Company.

(m) Form, Modification, Extension and Renewal of Stock Options. Subject to the terms and conditions and within the limitations of the Plan, Stock Options shall be evidenced by such form of agreement or grant as is approved by the Committee, and the Committee may

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(i) modify, extend or renew outstanding Stock Options granted under the Plan (provided that the rights of a Participant are not reduced without such Participant’s consent; and provided further that such action does not subject the Stock Options to Section 409A of the Code without the consent of the Participant), and (ii) accept the surrender of outstanding Stock Options (to the extent not theretofore exercised) and authorize the granting of new Stock Options in substitution therefor (to the extent not theretofore exercised).

(n) Deferred Delivery of Common Stock. The Committee may in its discretion permit Participants to defer delivery of Common Stock acquired pursuant to a Participant’s exercise of an Option in accordance with the terms and conditions established by the Committee in the applicable Award Agreement, which shall be intended to comply with the requirements of Section 409A of the Code.

(o) Early Exercise. The Committee may provide that a Stock Option include a provision whereby the Participant may elect at any time before the Participant’s Termination to exercise the Stock Option as to any part or all of the shares of Common Stock subject to the Stock Option prior to the full vesting of the Stock Option and such shares shall be subject to the provisions of Article VIII and be treated as Restricted Stock. Unvested shares of Common Stock so purchased may be subject to a repurchase option in favor of the Company or to any other restriction the Committee determines to be appropriate.

(p) Other Terms and Conditions. The Committee may include a provision in an Award Agreement providing for the automatic exercise of a Non-Qualified Stock Option on a cashless basis on the last day of the term of such Option if the Participant has failed to exercise the Non-Qualified Stock Option as of such date, with respect to which the Fair Market Value of the shares of Common Stock underlying the Non-Qualified Stock Option exceeds the exercise price of such Non-Qualified Stock Option on the date of expiration of such Option, subject to Section 14.4. Stock Options may contain such other provisions, which shall not be inconsistent with any of the terms of the Plan, as the Committee shall deem appropriate.

ARTICLE VII

STOCK APPRECIATION RIGHTS

7.1 Stock Appreciation Rights. Stock Appreciation Rights may also be granted without reference to any Stock Options granted under the Plan.

7.2 Terms and Conditions of Stock Appreciation Rights. Stock Appreciation Rights granted hereunder shall be subject to such terms and conditions, not inconsistent with the provisions of the Plan, as shall be determined from time to time by the Committee, and the following:

(a) Exercise Price. The exercise price per share of Common Stock subject to a Stock Appreciation Right shall be determined by the Committee at the time of grant; provided that the per share exercise price of a Stock Appreciation Right shall not be less than 100% of the Fair Market Value of the Common Stock at the time of grant.

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(b) Term. The term of each Stock Appreciation Right shall be fixed by the Committee, but shall not be greater than 10 years after the date the right is granted.

(c) Exercisability. Unless otherwise provided by the Committee in accordance with the provisions of this Section 7.2, Stock Appreciation Rights granted under the Plan shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee at the time of grant. If the Committee provides, in its discretion, that any such right is exercisable subject to certain limitations (including, without limitation, that it is exercisable only in installments or within certain time periods), the Committee may waive such limitations on the exercisability at any time at or after grant in whole or in part (including, without limitation, waiver of the installment exercise provisions or acceleration of the time at which such right may be exercised), based on such factors, if any, as the Committee shall determine, in its sole discretion. Notwithstanding the foregoing, Stock Appreciation Rights shall not be exercisable unless and until provision has been made by the Participant to satisfy any applicable taxes required to be withheld upon the exercise of such Stock Appreciation Right.

(d) Method of Exercise. Subject to whatever installment exercise and waiting period provisions apply under Section 7.2(c), Stock Appreciation Rights may be exercised in whole or in part at any time in accordance with the applicable Award Agreement, by giving written notice of exercise to the Company specifying the number of Stock Appreciation Rights to be exercised.

(e) Payment. Upon the exercise of a Stock Appreciation Right a Participant shall be entitled to receive, for each right exercised, up to, but no more than, an amount in cash and/or Common Stock (as chosen by the Committee in its sole discretion) equal in value to the excess of the Fair Market Value of one share of Common Stock on the date that the right is exercised over the Fair Market Value of one share of Common Stock on the date that the right was awarded to the Participant.

(f) Termination. Unless otherwise determined by the Committee at grant or, if no rights of the Participant are reduced, thereafter, subject to the provisions of the applicable Award Agreement and the Plan, upon a Participant’s Termination for any reason, Stock Appreciation Rights will remain exercisable following a Participant’s Termination on the same basis as Stock Options would be exercisable following a Participant’s Termination in accordance with the provisions of Sections 6.4(f) through 6.4(k).

(g) Non-Transferability. No Stock Appreciation Rights shall be Transferable by the Participant other than by will or by the laws of descent and distribution, and all such rights shall be exercisable, during the Participant’s lifetime, only by the Participant.

7.3 Other Terms and Conditions. The Committee may include a provision in an Award Agreement providing for the automatic exercise of a Stock Appreciation Right on a cashless basis on the last day of the term of such Stock Appreciation Right if the Participant has failed to exercise the Stock Appreciation Right as of such date, with respect to which the Fair Market Value of the shares of Common Stock underlying the Stock Appreciation Right exceeds the exercise price of such Stock Appreciation Right on the date of expiration of such Stock Appreciation Right, subject to Section 14.4. Stock Appreciation Rights may contain such other provisions, which shall not be inconsistent with any of the terms of the Plan, as the Committee shall deem appropriate.

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ARTICLE VIII

RESTRICTED STOCK

8.1 Awards of Restricted Stock. Shares of Restricted Stock may be issued either alone or in addition to other Awards granted under the Plan. The Committee shall determine the Eligible Individuals, to whom, and the time or times at which, grants of Restricted Stock shall be made, the number of shares to be awarded, the price (if any) to be paid by the Participant (subject to Section 8.2), the time or times within which such Awards may be subject to forfeiture, the vesting schedule and rights to acceleration thereof, and all other terms and conditions of the Awards.

The Committee may condition the grant or vesting of Restricted Stock upon the attainment of specified performance targets (including, the Performance Goals) or such other factor as the Committee may determine in its sole discretion.

8.2 Awards and Certificates. Eligible Individuals selected to receive Restricted Stock shall not have any right with respect to such Award, unless and until such Participant has delivered a fully executed copy of the agreement evidencing the Award to the Company, to the extent required by the Committee, and has otherwise complied with the applicable terms and conditions of such Award. Further, such Award shall be subject to the following conditions:

(a) Purchase Price. The purchase price of Restricted Stock shall be fixed by the Committee. Subject to Section 4.3, the purchase price for shares of Restricted Stock may be zero to the extent permitted by applicable law, and, to the extent not so permitted, such purchase price may not be less than par value.

(b) Acceptance. Awards of Restricted Stock must be accepted within a period of 60 days (or such shorter period as the Committee may specify at grant) after the grant date, by executing a Restricted Stock agreement and by paying whatever price (if any) the Committee has designated thereunder.

(c) Legend. Each Participant receiving Restricted Stock shall be issued a stock certificate in respect of such shares of Restricted Stock, unless the Committee elects to use another system, such as book entries by the transfer agent, as evidencing ownership of shares of Restricted Stock. Such certificate shall be registered in the name of such Participant, and shall, in addition to such legends required by applicable securities laws, bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Award, substantially in the following form:

“The anticipation, alienation, attachment, sale, transfer, assignment, pledge, encumbrance or charge of the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the SoulCycle Inc. (the “Company”) 2015 Omnibus Incentive Plan (the “Plan”) and an Agreement entered into between the registered owner and the Company dated             . Copies of such Plan and Agreement are on file at the principal office of the Company.”

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(d) Custody. If stock certificates are issued in respect of shares of Restricted Stock, the Committee may require that any stock certificates evidencing such shares be held in custody by the Company until the restrictions thereon shall have lapsed, and that, as a condition of any grant of Restricted Stock, the Participant shall have delivered a duly signed stock power or other instruments of assignment (including a power of attorney), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate by the Company, which would permit transfer to the Company of all or a portion of the shares subject to the Restricted Stock Award in the event that such Award is forfeited in whole or part.

8.3 Restrictions and Conditions. The shares of Restricted Stock awarded pursuant to the Plan shall be subject to the following restrictions and conditions:

(a) Restriction Period. (i) The Participant shall not be permitted to Transfer shares of Restricted Stock awarded under the Plan during the period or periods set by the Committee (the “Restriction Period”) commencing on the date of such Award, as set forth in the Restricted Stock Award Agreement and such agreement shall set forth a vesting schedule and any event that would accelerate vesting of the shares of Restricted Stock. Within these limits, based on service, attainment of Performance Goals and/or such other factors or criteria as the Committee may determine in its sole discretion, the Committee may condition the grant or provide for the lapse of such restrictions in installments in whole or in part, or may accelerate the vesting of all or any part of any Restricted Stock Award and/or waive the deferral limitations for all or any part of any Restricted Stock Award.

(b) Rights as a Stockholder. Except as provided in Section 8.3(a) and this Section 8.3(b) or as otherwise determined by the Committee in an Award Agreement, the Participant shall have, with respect to the shares of Restricted Stock, all of the rights of a holder of shares of Common Stock of the Company, including, without limitation, the right to receive dividends, the right to vote such shares and, subject to and conditioned upon the full vesting of shares of Restricted Stock, the right to tender such shares. The Committee may, in its sole discretion, determine at the time of grant that the payment of dividends shall be deferred until, and conditioned upon, the expiration of the applicable Restriction Period.

(c) Termination. Unless otherwise determined by the Committee at grant or, if no rights of the Participant are reduced, thereafter, subject to the applicable provisions of the Award Agreement and the Plan, upon a Participant’s Termination for any reason during the relevant Restriction Period, all Restricted Stock still subject to restriction will be forfeited in accordance with the terms and conditions established by the Committee at grant or thereafter.

(d) Lapse of Restrictions. If and when the Restriction Period expires without a prior forfeiture of the Restricted Stock, the certificates for such shares shall be delivered to the Participant. All legends shall be removed from said certificates at the time of delivery to the Participant, except as otherwise required by applicable law or other limitations imposed by the Committee.

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ARTICLE IX

PERFORMANCE AWARDS

9.1 Performance Awards. The Committee may grant a Performance Award to a Participant payable upon the attainment of specific Performance Goals. If the Performance Award is payable in shares of Restricted Stock, such shares shall be transferable to the Participant only upon attainment of the relevant Performance Goal in accordance with Article VIII. If the Performance Award is payable in cash, it may be paid upon the attainment of the relevant Performance Goals either in cash or in shares of Restricted Stock (based on the then current Fair Market Value of such shares), as determined by the Committee, in its sole and absolute discretion. Each Performance Award shall be evidenced by an Award Agreement in such form that is not inconsistent with the Plan and that the Committee may from time to time approve.

9.2 Terms and Conditions. Performance Awards awarded pursuant to this Article IX shall be subject to the following terms and conditions:

(a) Earning of Performance Award. At the expiration of the applicable Performance Period, the Committee shall determine the extent to which the Performance Goals are achieved and the percentage of each Performance Award that has been earned.

(b) Non-Transferability. Subject to the applicable provisions of the Award Agreement and the Plan, Performance Awards may not be Transferred during the Performance Period.

(c) Dividends. Unless otherwise determined by the Committee at the time of grant, amounts equal to dividends declared during the Performance Period with respect to the number of shares of Common Stock covered by a Performance Award will not be paid to the Participant.

(d) Payment. Following the Committee’s determination in accordance with Section 9.2(a), the Company shall settle Performance Awards, in such form (including, without limitation, in shares of Common Stock or in cash) as determined by the Committee, in an amount equal to such Participant’s earned Performance Awards.

(e) Termination. Subject to the applicable provisions of the Award Agreement and the Plan, upon a Participant’s Termination for any reason during the Performance Period for a given Performance Award, the Performance Award in question will vest or be forfeited in accordance with the terms and conditions established by the Committee at grant.

(f) Accelerated Vesting. Based on service, performance and/or such other factors or criteria, if any, as the Committee may determine, the Committee may, at or after grant, accelerate the vesting of all or any part of any Performance Award.

ARTICLE X

OTHER STOCK-BASED AND CASH-BASED AWARDS

10.1 Other Stock-Based Awards. The Committee is authorized to grant to Eligible Individuals Other Stock-Based Awards that are payable in, valued in whole or in part by reference

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to, or otherwise based on or related to shares of Common Stock, including but not limited to, shares of Common Stock awarded purely as a bonus and not subject to restrictions or conditions, shares of Common Stock in payment of the amounts due under an incentive or performance plan sponsored or maintained by the Company or an Affiliate, stock equivalent units, restricted stock units, and Awards valued by reference to book value of shares of Common Stock. Other Stock-Based Awards may be granted either alone or in addition to or in tandem with other Awards granted under the Plan.

Subject to the provisions of the Plan, the Committee shall have authority to determine the Eligible Individuals, to whom, and the time or times at which, such Awards shall be made, the number of shares of Common Stock to be awarded pursuant to such Awards, and all other conditions of the Awards. The Committee may also provide for the grant of Common Stock under such Awards upon the completion of a specified Performance Period. The Committee may condition the grant or vesting of Other Stock-Based Awards upon the attainment of specified Performance Goals as the Committee may determine, in its sole discretion.

10.2 Terms and Conditions. Other Stock-Based Awards made pursuant to this Article X shall be subject to the following terms and conditions:

(a) Non-Transferability. Subject to the applicable provisions of the Award Agreement and the Plan, shares of Common Stock subject to Awards made under this Article X may not be Transferred prior to the date on which the shares are issued, or, if later, the date on which any applicable restriction, performance or deferral period lapses.

(b) Dividends. Unless otherwise determined by the Committee at the time of Award, subject to the provisions of the Award Agreement and the Plan, the recipient of an Award under this Article X shall not be entitled to receive, currently or on a deferred basis, dividends or dividend equivalents in respect of the number of shares of Common Stock covered by the Award.

(c) Vesting. Any Award under this Article X and any Common Stock covered by any such Award shall vest or be forfeited to the extent so provided in the Award Agreement, as determined by the Committee, in its sole discretion.

(d) Price. Common Stock issued on a bonus basis under this Article X may be issued for no cash consideration. Common Stock purchased pursuant to a purchase right awarded under this Article X shall be priced, as determined by the Committee in its sole discretion.

10.3 Other Cash-Based Awards. The Committee may from time to time grant Other Cash-Based Awards to Eligible Individuals in such amounts, on such terms and conditions, and for such consideration, including no consideration or such minimum consideration as may be required by applicable law, as it shall determine in its sole discretion. Other Cash-Based Awards may be granted subject to the satisfaction of vesting conditions or may be awarded purely as a bonus and not subject to restrictions or conditions, and if subject to vesting conditions, the Committee may accelerate the vesting of such Awards at any time in its sole discretion. The grant of an Other Cash-Based Award shall not require a segregation of any of the Company’s assets for satisfaction of the Company’s payment obligation thereunder.

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ARTICLE XI

CHANGE IN CONTROL PROVISIONS

11.1 Benefits. In the event of a Change in Control of the Company (as defined below), and except as otherwise provided by the Committee in an Award Agreement, a Participant’s unvested Awards shall not vest automatically and a Participant’s Awards shall be treated in accordance with one or more of the following methods as determined by the Committee:

(a) Awards, whether or not then vested, shall be continued, assumed, or have new rights substituted therefor, as determined by the Committee in a manner consistent with the requirements of Section 409A of the Code, and restrictions to which shares of Restricted Stock or any other Award granted prior to the Change in Control are subject shall not lapse upon a Change in Control and the Restricted Stock or other Award shall, where appropriate in the sole discretion of the Committee, receive the same distribution as other Common Stock on such terms as determined by the Committee; provided that the Committee may decide to award additional Restricted Stock or other Awards in lieu of any cash distribution. Notwithstanding anything to the contrary herein, for purposes of Incentive Stock Options, any assumed or substituted Stock Option shall comply with the requirements of Treasury Regulation Section 1.424-1 (and any amendment thereto).

(b) The Committee, in its sole discretion, may provide for the purchase of any Awards by the Company or an Affiliate for an amount of cash equal to the excess (if any) of the Change in Control Price (as defined below) of the shares of Common Stock covered by such Awards, over the aggregate exercise price of such Awards. For purposes hereof, “Change in Control Price” shall mean the highest price per share of Common Stock paid in any transaction related to a Change in Control of the Company.

(c) The Committee may, in its sole discretion, terminate all outstanding and unexercised Stock Options, Stock Appreciation Rights, or any Other Stock-Based Award that provides for a Participant elected exercise, effective as of the date of the Change in Control, by delivering notice of termination to each Participant at least twenty (20) days prior to the date of consummation of the Change in Control, in which case during the period from the date on which such notice of termination is delivered to the consummation of the Change in Control, each such Participant shall have the right to exercise in full all of such Participant’s Awards that are then outstanding (without regard to any limitations on exercisability otherwise contained in the Award Agreements), but any such exercise shall be contingent on the occurrence of the Change in Control, and, provided that, if the Change in Control does not take place within a specified period after giving such notice for any reason whatsoever, the notice and exercise pursuant thereto shall be null and void.

(d) Notwithstanding any other provision herein to the contrary, the Committee may, in its sole discretion, provide for accelerated vesting or lapse of restrictions, of an Award at any time.

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11.2 Change in Control. Unless otherwise determined by the Committee in the applicable Award Agreement or other written agreement with a Participant approved by the Committee, a “Change in Control” shall be deemed to occur if:

(a) any “person,” as such term is used in Sections 13(d) and 14(d) of the Exchange Act (other than the Company, any trustee or other fiduciary holding securities under any employee benefit plan of the Company, Related Equinox Holdings, LLC or its affiliates, or any company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of Common Stock of the Company), becoming the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company’s then outstanding securities;

(b) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in paragraph (a), (c), or (d) of this Section 11.2 or a director whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such term is used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the two-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the Board;

(c) a merger or consolidation of the Company or a Subsidiary of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the Company or the ultimate Parent company of the Company outstanding immediately after such merger or consolidation; provided, however, that a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person (other than those covered by the exceptions in Section 11.2(a)) acquires more than 50% of the combined voting power of the Company’s then outstanding securities shall not constitute a Change in Control of the Company; or

(d) a complete liquidation or dissolution of the Company or the consummation of a sale or disposition by the Company of all or substantially all of the Company’s assets other than the sale or disposition of all or substantially all of the assets of the Company to a person or persons who beneficially own, directly or indirectly, 50% or more of the combined voting power of the outstanding voting securities of the Company at the time of the sale.

Notwithstanding the foregoing, with respect to any Award that is characterized as “nonqualified deferred compensation” within the meaning of Section 409A of the Code, an event shall not be considered to be a Change in Control under the Plan for purposes of payment of such Award unless such event is also a “change in ownership,” a “change in effective control” or a “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code.

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11.3 Initial Public Offering not a Change in Control. Notwithstanding the foregoing, for purposes of the Plan, the occurrence of the Registration Date or any change in the composition of the Board within one year following the Registration Date shall not be considered a Change in Control.

ARTICLE XII

TERMINATION OR AMENDMENT OF PLAN

Notwithstanding any other provision of the Plan, the Board may at any time, and from time to time, amend, in whole or in part, any or all of the provisions of the Plan (including any amendment deemed necessary to ensure that the Company may comply with any regulatory requirement referred to in Article XIV or Section 409A of the Code), or suspend or terminate it entirely, retroactively or otherwise; provided, however, that, unless otherwise required by law or specifically provided herein, the rights of a Participant with respect to Awards granted prior to such amendment, suspension or termination, may not be impaired without the consent of such Participant Notwithstanding anything herein to the contrary, the Board may amend the Plan or any Award Agreement at any time without a Participant’s consent to comply with applicable law including Section 409A of the Code. The Committee may amend the terms of any Award theretofore granted, prospectively or retroactively, but, subject to Article IV or as otherwise specifically provided herein, no such amendment or other action by the Committee shall impair the rights of any holder without the holder’s consent.

ARTICLE XIII

UNFUNDED STATUS OF PLAN

The Plan is intended to constitute an “unfunded” plan for incentive and deferred compensation. With respect to any payment as to which a Participant has a fixed and vested interest but which are not yet made to a Participant by the Company, nothing contained herein shall give any such Participant any right that is greater than those of a general unsecured creditor of the Company.

ARTICLE XIV

GENERAL PROVISIONS

14.1 Legend. The Committee may require each person receiving shares of Common Stock pursuant to a Stock Option or other Award under the Plan to represent to and agree with the Company in writing that the Participant is acquiring the shares without a view to distribution thereof. In addition to any legend required by the Plan, the certificates for such shares may include any legend that the Committee deems appropriate to reflect any restrictions on Transfer. All certificates for shares of Common Stock delivered under the Plan shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed or any national securities exchange system upon whose system the Common Stock is then quoted, any applicable federal or state securities law, and any applicable corporate law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

14.2 Other Plans. Nothing contained in the Plan shall prevent the Board from adopting other or additional compensation arrangements, subject to stockholder approval if such approval is required, and such arrangements may be either generally applicable or applicable only in specific cases.

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14.3 No Right to Employment/Directorship/Consultancy. Neither the Plan nor the grant of any Option or other Award hereunder shall give any Participant or other employee, Consultant or Non-Employee Director any right with respect to continuance of employment, consultancy or directorship by the Company or any Affiliate, nor shall there be a limitation in any way on the right of the Company or any Affiliate by which an employee is employed or a Consultant or Non-Employee Director is retained to terminate such employment, consultancy or directorship at any time.

14.4 Withholding of Taxes. The Company shall have the right to deduct from any payment to be made pursuant to the Plan, or to otherwise require, prior to the issuance or delivery of shares of Common Stock or the payment of any cash hereunder, payment by the Participant of, any federal, state or local taxes required by law to be withheld. Upon the vesting of Restricted Stock (or other Award that is taxable upon vesting), or upon making an election under Section 83(b) of the Code, a Participant shall pay all required withholding to the Company. Any minimum statutorily required withholding obligation with regard to any Participant may be satisfied, subject to the consent of the Committee, by reducing the number of shares of Common Stock otherwise deliverable or by delivering shares of Common Stock already owned. Any fraction of a share of Common Stock required to satisfy such tax obligations shall be disregarded and the amount due shall be paid instead in cash by the Participant.

14.5 No Assignment of Benefits. No Award or other benefit payable under the Plan shall, except as otherwise specifically provided by law or permitted by the Committee, be Transferable in any manner, and any attempt to Transfer any such benefit shall be void, and any such benefit shall not in any manner be liable for or subject to the debts, contracts, liabilities, engagements or torts of any person who shall be entitled to such benefit, nor shall it be subject to attachment or legal process for or against such person.

14.6 Listing and Other Conditions.

(a) Unless otherwise determined by the Committee, as long as the Common Stock is listed on a national securities exchange or system sponsored by a national securities association, the issuance of shares of Common Stock pursuant to an Award shall be conditioned upon such shares being listed on such exchange or system. The Company shall have no obligation to issue such shares unless and until such shares are so listed, and the right to exercise any Option or other Award with respect to such shares shall be suspended until such listing has been effected.

(b) If at any time counsel to the Company shall be of the opinion that any sale or delivery of shares of Common Stock pursuant to an Option or other Award is or may in the circumstances be unlawful or result in the imposition of excise taxes on the Company under the statutes, rules or regulations of any applicable jurisdiction, the Company shall have no obligation to make such sale or delivery, or to make any application or to effect or to maintain any qualification or registration under the Securities Act or otherwise, with respect to shares of Common Stock or Awards, and the right to exercise any Option or other Award shall be suspended until, in the opinion of said counsel, such sale or delivery shall be lawful or will not result in the imposition of excise taxes on the Company.

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(c) Upon termination of any period of suspension under this Section 14.6, any Award affected by such suspension which shall not then have expired or terminated shall be reinstated as to all shares available before such suspension and as to shares which would otherwise have become available during the period of such suspension, but no such suspension shall extend the term of any Award.

(d) A Participant shall be required to supply the Company with certificates, representations and information that the Company requests and otherwise cooperate with the Company in obtaining any listing, registration, qualification, exemption, consent or approval the Company deems necessary or appropriate.

14.7 Governing Law. The Plan and actions taken in connection herewith shall be governed and construed in accordance with the laws of the State of Delaware (regardless of the law that might otherwise govern under applicable Delaware principles of conflict of laws).

14.8 Jurisdiction; Waiver of Jury Trial. Any suit, action or proceeding with respect to the Plan or any Award Agreement, or any judgment entered by any court of competent jurisdiction in respect of any thereof, shall be resolved only in the courts of the State of Delaware or the United States District Court for the Southern District of New York and the appellate courts having jurisdiction of appeals in such courts. In that context, and without limiting the generality of the foregoing, the Company and each Participant shall irrevocably and unconditionally (a) submit in any proceeding relating to the Plan or any Award Agreement, or for the recognition and enforcement of any judgment in respect thereof (a “Proceeding”), to the exclusive jurisdiction of the courts of the State of New York, the court of the United States of America for the Southern District of New York, and appellate courts having jurisdiction of appeals from any of the foregoing, and agree that all claims in respect of any such Proceeding shall be heard and determined in such New York State court or, to the extent permitted by law, in such federal court, (b) consent that any such Proceeding may and shall be brought in such courts and waives any objection that the Company and each Participant may now or thereafter have to the venue or jurisdiction of any such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agree not to plead or claim the same, (c) waive all right to trial by jury in any Proceeding (whether based on contract, tort or otherwise) arising out of or relating to the Plan or any Award Agreement, (d) agree that service of process in any such Proceeding may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party, in the case of a Participant, at the Participant’s address shown in the books and records of the Company or, in the case of the Company, at the Company’s principal offices, attention General Counsel, and (e) agree that nothing in the Plan shall affect the right to effect service of process in any other manner permitted by the laws of the State of New York.

14.9 Construction. Wherever any words are used in the Plan in the masculine gender they shall be construed as though they were also used in the feminine gender in all cases where they would so apply, and wherever words are used herein in the singular form they shall be construed as though they were also used in the plural form in all cases where they would so apply.

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14.10 Other Benefits. No Award granted or paid out under the Plan shall be deemed compensation for purposes of computing benefits under any retirement plan of the Company or its Affiliates nor affect any benefit under any other benefit plan now or subsequently in effect under which the availability or amount of benefits is related to the level of compensation.

14.11 Costs. The Company shall bear all expenses associated with administering the Plan, including expenses of issuing Common Stock pursuant to Awards hereunder.

14.12 No Right to Same Benefits. The provisions of Awards need not be the same with respect to each Participant, and such Awards to individual Participants need not be the same in subsequent years. The terms and conditions of Awards and the Committee’s determinations and interpretations with respect thereto need not be the same with respect to each Participant and may be made selectively among Participants, whether or not such Participants are similarly situated.

14.13 Death/Disability. The Committee may in its discretion require the transferee of a Participant to supply it with written notice of the Participant’s death or Disability and to supply it with a copy of the will (in the case of the Participant’s death) or such other evidence as the Committee deems necessary to establish the validity of the transfer of an Award. The Committee may also require that the agreement of the transferee to be bound by all of the terms and conditions of the Plan.

14.14 Section 409A of the Code. The Plan is intended to comply with the applicable requirements of Section 409A of the Code and shall be limited, construed and interpreted in accordance with such intent. To the extent that any Award is subject to Section 409A of the Code, it shall be paid in a manner that will comply with Section 409A of the Code, including proposed, temporary or final regulations or any other guidance issued by the Secretary of the Treasury and the Internal Revenue Service with respect thereto. Notwithstanding anything herein to the contrary, any provision in the Plan that is inconsistent with Section 409A of the Code shall be deemed to be amended to comply with Section 409A of the Code and to the extent such provision cannot be amended to comply therewith, such provision shall be null and void. The Company shall have no liability to a Participant, or any other party, if an Award that is intended to be exempt from, or compliant with, Section 409A of the Code is not so exempt or compliant or for any action taken by the Committee or the Company and, in the event that any amount or benefit under the Plan becomes subject to penalties under Section 409A of the Code, responsibility for payment of such penalties shall rest solely with the affected Participants and not with the Company. Notwithstanding any contrary provision in the Plan or Award Agreement, any payment(s) of “nonqualified deferred compensation” (within the meaning of Section 409A of the Code) that are otherwise required to be made under the Plan to a “specified employee” (as defined under Section 409A of the Code) as a result of such employee’s separation from service (other than a payment that is not subject to Section 409A of the Code) shall be delayed for the first six (6) months following such separation from service (or, if earlier, the date of death of the specified employee) and shall instead be paid (in a manner set forth in the Award Agreement) upon expiration of such delay period.

14.15 Successor and Assigns. The Plan shall be binding on all successors and permitted assigns of a Participant, including, without limitation, the estate of such Participant and the executor, administrator or trustee of such estate.

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14.16 Severability of Provisions. If any provision of the Plan shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof, and the Plan shall be construed and enforced as if such provisions had not been included.

14.17 Payments to Minors, Etc. Any benefit payable to or for the benefit of a minor, an incompetent person or other person incapable of receipt thereof shall be deemed paid when paid to such person’s guardian or to the party providing or reasonably appearing to provide for the care of such person, and such payment shall fully discharge the Committee, the Board, the Company, its Affiliates and their employees, agents and representatives with respect thereto.

14.18 Headings and Captions. The headings and captions herein are provided for reference and convenience only, shall not be considered part of the Plan, and shall not be employed in the construction of the Plan.

14.19 Company Recoupment of Awards. A Participant’s rights with respect to any Award hereunder shall in all events be subject to any right that the Company may have under any Company recoupment policy or other agreement or arrangement with a Participant.

ARTICLE XV

EFFECTIVE DATE OF PLAN

The Plan shall become effective on June 26, 2015, which is the date of its adoption by the Board, subject to the approval of the Plan by the stockholders of the Company in accordance with the requirements of the laws of the State of Delaware.

ARTICLE XVI

TERM OF PLAN

No Award shall be granted pursuant to the Plan on or after the tenth anniversary of the earlier of the date that the Plan is adopted or the date of stockholder approval, but Awards granted prior to such tenth anniversary may extend beyond that date.

ARTICLE XVII

NAME OF PLAN

The Plan shall be known as the “SoulCycle Inc. 2015 Omnibus Incentive Plan.”

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EX-10.20

Exhibit 10.20

NONQUALIFIED STOCK OPTION AGREEMENT

PURSUANT TO THE

SOULCYCLE INC. 2015 OMNIBUS INCENTIVE PLAN

*  *  *  *  *

Participant:

Grant Date:

Per Share Exercise Price:

Number of Shares subject to this Option:

*  *  *  *  *

THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between SoulCycle Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the SoulCycle Inc. 2015 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and

WHEREAS, it has been determined under the Plan that it would be in the best interests of the Company to grant the Non-Qualified Stock Option provided for herein to the Participant.

NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter set forth and for other good and valuable consideration, the parties hereto hereby mutually covenant and agree as follows:

1. Incorporation By Reference; Plan Document Receipt. This Agreement (including Appendix II) is subject in all respects to the terms and provisions of the Plan (including, without limitation, (i) any amendments thereto adopted at any time and from time to time unless such amendments are expressly intended not to apply to the Award provided hereunder and (ii) those provisions set forth on Appendix II), all of which terms and provisions are made a part of and incorporated in this Agreement as if they were each expressly set forth herein. Any capitalized term not defined in this Agreement shall have the same meaning as is ascribed thereto in the Plan. In the event of any conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control. No part of the Option granted hereby is intended to qualify as an “incentive stock option” under Section 422 of the Code.

2. Grant of Option. The Company hereby grants to the Participant, as of the Grant Date specified above, a Non-Qualified Stock Option (this “Option”) to acquire from the Company at the Per Share Exercise Price specified above, the aggregate number of shares of Common Stock specified above (the “Option Shares”). Except as otherwise provided by the

Plan, the Participant agrees and understands that nothing contained in this Agreement provides, or is intended to provide, the Participant with any protection against potential future dilution of the Participant’s interest in the Company for any reason. The Participant shall have no rights as a stockholder with respect to any shares of Common Stock covered by the Option unless and until the Participant has become the holder of record of such shares, and no adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of any such shares, except as otherwise specifically provided for in the Plan or this Agreement.

3. Vesting and Exercise.

(a) Vesting. Subject to the provisions of Sections 3(b) and 3(c) hereof, the Option shall vest and become exercisable as to 25% of the Option Shares underlying the Option on the first, second, third and fourth anniversaries of the Grant Date; provided that the Participant has not incurred a Termination prior to each such vesting date. There shall be no proportionate or partial vesting in the periods prior to each vesting date and all vesting shall occur only on the appropriate vesting date, subject to the Participant’s continued service with the Company or any of its Subsidiaries on each applicable vesting date. Upon expiration of the Option, the Option shall be canceled and no longer exercisable.

(b) Committee Discretion to Accelerate Vesting. Notwithstanding the foregoing, the Committee may, in its sole discretion, provide for accelerated vesting of the Option at any time and for any reason.

(c) Change in Control. If a Participant experiences an Involuntary Termination within 18 months following the occurrence of a Change in Control, the Option shall become fully vested upon such Termination.

(d) Expiration. Unless earlier terminated in accordance with the terms and provisions of the Plan and/or this Agreement, all portions of the Option (whether vested or not vested) shall expire and shall no longer be exercisable after the expiration of ten (10) years from the Grant Date.

4. Termination. Subject to the terms of the Plan and this Agreement, the Option, to the extent vested at the time of the Participant’s Termination, shall remain exercisable as follows:

(a) Termination due to Death or Disability. In the event of the Participant’s Termination by reason of death or Disability, the vested portion of the Option shall remain exercisable until the earlier of (i) one (1) year from the date of such Termination, and (ii) the expiration of the stated term of the Option pursuant to Section 3(d) hereof; provided, however, that in the case of a Termination due to Disability, if the Participant dies within such one (1) year exercise period, any unexercised Option held by the Participant shall thereafter be exercisable by the legal representative of the Participant’s estate, to the extent to which it was exercisable at the time of death, for a period of one (1) year from the date of death, but in no event beyond the expiration of the stated term of the Option pursuant to Section 3(d) hereof.

(b) Involuntary Termination Without Cause. In the event of the Participant’s involuntary Termination by the Company without Cause, the vested portion of the Option shall remain exercisable until the earlier of (i) ninety (90) days from the date of such Termination, and (ii) the expiration of the stated term of the Option pursuant to Section 3(d) hereof.

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(c) Voluntary Resignation. In the event of the Participant’s voluntary Termination (other than a voluntary Termination described in Section 4(d) hereof), the vested portion of the Option shall remain exercisable until the earlier of (i) thirty (30) days from the date of such Termination, and (ii) the expiration of the stated term of the Option pursuant to Section 3(d) hereof.

(d) Termination for Cause. In the event of the Participant’s Termination for Cause or in the event of the Participant’s voluntary Termination (as provided in Section 4(c) hereof) after an event that would be grounds for a Termination for Cause, the Participant’s entire Option (whether or not vested) shall terminate and expire upon such Termination.

(e) Extension of Termination Date. If the exercise of the Option following the Participant’s Termination for any reason would be prohibited at any time because the issuance of shares of Common Stock would violate the registration requirements under the Securities Act, any other state or federal securities law, the rules of any securities exchange or interdealer quotation system or any black out period or period of restriction on exercise imposed by the Company (“Exercise Restrictions”), then the Option shall terminate on the earlier of (i) the expiration of the stated term of the Option pursuant to Section 3(d) hereof or (ii) the expiration of a period after the Participant’s Termination that is ninety (90) days after the end of the period during which the Exercise Restrictions are imposed.

(f) Treatment of Unvested Options upon Termination. Subject to Section 3(c) hereof, any portion of the Option that is not vested as of the date of the Participant’s Termination for any reason shall terminate and expire as of the date of such Termination.

5. Method of Exercise and Payment. Subject to Section 6.2 of Appendix I hereof, to the extent that the Option has become vested and exercisable with respect to a number of shares of Common Stock as provided herein, the Option may thereafter be exercised by the Participant, in whole or in part, at any time or from time to time prior to the expiration of the Option as provided herein and in accordance with Sections 6.4(c) and 6.4(d) of the Plan, including, without limitation, by the filing of any written form of exercise notice as may be required by the Committee and payment in full of the Per Share Exercise Price and all applicable withholding taxes specified above multiplied by the number of shares of Common Stock underlying the portion of the Option exercised.

6. Non-Transferability. The Option, and any rights and interests with respect thereto, issued under this Agreement and the Plan shall not be sold, exchanged, transferred, assigned or otherwise disposed of in any way by the Participant (or any beneficiary of the Participant), other than by testamentary disposition by the Participant or the laws of descent and distribution. Notwithstanding the foregoing, the Committee may, in its sole discretion, permit the Option to be Transferred to a Family Member for no value, provided that such Transfer shall only be valid upon execution of a written instrument in form and substance acceptable to the Committee in its sole discretion evidencing such Transfer and the transferee’s

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acceptance thereof signed by the Participant and the transferee, and provided, further, that the Option may not be subsequently Transferred other than by will or by the laws of descent and distribution or to another Family Member (as permitted by the Committee in its sole discretion) in accordance with the terms of the Plan and this Agreement, and shall remain subject to the terms of the Plan and this Agreement. Any attempt to sell, exchange, transfer, assign, pledge, encumber or otherwise dispose of or hypothecate in any way the Option, or the levy of any execution, attachment or similar legal process upon the Option, contrary to the terms and provisions of this Agreement and/or the Plan shall be null and void and without legal force or effect.

7. Appendix II. Certain additional terms and conditions of this Option, are set forth in Appendix II. In addition, Appendix II specifies certain rights and obligations of the Participant and the Company related to this Option. Appendix II is attached to, and expressly made an integral part of, this Agreement.

8. Entire Agreement; Amendment. This Agreement (including Appendix II), together with the Plan, contains the entire agreement between the parties hereto with respect to the subject matter contained herein, and supersedes all prior agreements or prior understandings, whether written or oral, between the parties relating to such subject matter. The Committee shall have the right, in its sole discretion, to modify or amend this Agreement from time to time in accordance with and as provided in the Plan. This Agreement may also be modified or amended by a writing signed by both the Company and the Participant. The Company shall give written notice to the Participant of any such modification or amendment of this Agreement as soon as practicable after the adoption thereof.

9. Notices. Any notice hereunder by the Participant shall be given to the Company in writing and such notice shall be deemed duly given only upon receipt thereof by the General Counsel of the Company. Any notice hereunder by the Company shall be given to the Participant in writing and such notice shall be deemed duly given only upon receipt thereof at such address as the Participant may have on file with the Company.

10. No Right to Employment. Any questions as to whether and when there has been a Termination and the cause of such Termination shall be determined in the sole discretion of the Committee. Nothing in this Agreement shall interfere with or limit in any way the right of the Company, its Subsidiaries or its Affiliates to terminate the Participant’s employment or service at any time, for any reason and with or without Cause.

11. Transfer of Personal Data. The Participant authorizes, agrees and unambiguously consents to the transmission by the Company (or any Subsidiary) of any personal data information related to the Option awarded under this Agreement for legitimate business purposes (including, without limitation, the administration of the Plan). This authorization and consent is freely given by the Participant.

12. Compliance with Laws. The issuance of the Option (and the Option Shares upon exercise of the Option) pursuant to this Agreement shall be subject to, and shall comply with, any applicable requirements of any foreign and U.S. federal and state securities laws, rules and regulations (including, without limitation, the provisions of the Securities Act,

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the Exchange Act and in each case any respective rules and regulations promulgated thereunder) and any other law or regulation applicable thereto. The Company shall not be obligated to issue the Option or any of the Option Shares pursuant to this Agreement if any such issuance would violate any such requirements.

13. Binding Agreement; Assignment. This Agreement shall inure to the benefit of, be binding upon, and be enforceable by the Company and its successors and assigns. The Participant shall not assign (except in accordance with Section 6 hereof) any part of this Agreement without the prior express written consent of the Company.

14. Headings. The titles and headings of the various sections of this Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of this Agreement.

15. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument.

16. Further Assurances. Each party hereto shall do and perform (or shall cause to be done and performed) all such further acts and shall execute and deliver all such other agreements, certificates, instruments and documents as either party hereto reasonably may request in order to carry out the intent and accomplish the purposes of this Agreement and the Plan and the consummation of the transactions contemplated thereunder.

17. Severability. The invalidity or unenforceability of any provisions of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of any provision of this Agreement in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.

18. Acquired Rights. The Participant acknowledges and agrees that: (a) the Company may terminate or amend the Plan at any time; (b) the award of the Option made under this Agreement is completely independent of any other award or grant and is made at the sole discretion of the Company; (c) no past grants or awards (including, without limitation, the Option awarded hereunder) give the Participant any right to any grants or awards in the future whatsoever; and (d) any benefits granted under this Agreement are not part of the Participant’s ordinary salary, and shall not be considered as part of such salary in the event of severance, redundancy or resignation.

Remainder of Page Intentionally Left Blank

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

SOULCYCLE INC.

By:

Name: Larry M. Segall

Title: Executive Vice President and Chief Financial Officer

PARTICIPANT

Name:

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Appendix I – Omnibus Incentive Plan Provisions

ARTICLE I: DEFINITIONS

For purposes of the Plan and the Agreement, the following terms shall have the following meanings:

1.1 “Award Agreement” means the written or electronic agreement setting forth the terms and conditions applicable to an Award.

1.2 “Board” means the Board of Directors of the Company.

1.3 “Cause” means, unless otherwise determined by the Committee in the applicable Award Agreement, with respect to a Participant’s Termination of Employment or Termination of Consultancy, the following: (a) in the case where there is no employment agreement, consulting agreement, change in control agreement or similar agreement in effect between the Company or an Affiliate and the Participant at the time of the grant of the Award (or where there is such an agreement but it does not define “cause” (or words of like import)), termination due to a Participant’s insubordination, dishonesty, fraud, incompetence, moral turpitude, willful misconduct, refusal to perform the Participant’s duties or responsibilities for any reason other than illness or incapacity or materially unsatisfactory performance of the Participant’s duties for the Company or an Affiliate, as determined by the Committee in its good faith discretion; or (b) in the case where there is an employment agreement, consulting agreement, change in control agreement or similar agreement in effect between the Company or an Affiliate and the Participant at the time of the grant of the Award that defines “cause” (or words of like import), “cause” as defined under such agreement; provided, however, that with regard to any agreement under which the definition of “cause” only applies on occurrence of a change in control, such definition of “cause” shall not apply until a change in control actually takes place and then only with regard to a termination thereafter. With respect to a Participant’s Termination of Directorship, “cause” means an act or failure to act that constitutes cause for removal of a director under applicable Delaware law.

1.4 “Code” means the Internal Revenue Code of 1986, as amended. Any reference to any section of the Code shall also be a reference to any successor provision and any treasury regulation promulgated thereunder.

1.5 “Committee” means any committee of the Board duly authorized by the Board to administer the Plan. If no committee is duly authorized by the Board to administer the Plan, the term “Committee” shall be deemed to refer to the Board for all purposes under the Plan.

1.6 “Common Stock” means the common stock, $ 0.01 par value per share, of the Company.

1.7 “Company” means SoulCycle Inc., a Delaware Corporation, and its successors by operation of law.

1.8 “Exchange Act” means the Securities Exchange Act of 1934, as amended. Reference to a specific section of the Exchange Act or regulation thereunder shall include such section or regulation, any valid regulation or interpretation promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation.

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1.9 “Fair Market Value” means, for purposes of the Plan, unless otherwise required by any applicable provision of the Code or any regulations issued thereunder, as of any date and except as provided below, the last sales price reported for the Common Stock on the applicable date: (a) as reported on the principal national securities exchange in the United States on which it is then traded or (b) if the Common Stock is not traded, listed or otherwise reported or quoted, the Committee shall determine in good faith the Fair Market Value in whatever manner it considers appropriate taking into account the requirements of Section 409A of the Code. For purposes of the grant of any Award, the applicable date shall be the trading day immediately prior to the date on which the Award is granted. For purposes of the exercise of any Award, the applicable date shall be the date a notice of exercise is received by the Committee or, if not a day on which the applicable market is open, the next day that it is open.

1.10 “Involuntary Termination” means a Termination by the Company without Cause, or, for Participants entitled to terminate employment for Good Reason as set forth in another agreement between such Participant and the Company, a termination by such Participant for Good Reason.

1.11 “Participant” means an Eligible Individual to whom an Award has been granted pursuant to the Plan.

1.12 “Plan” means this SoulCycle Inc. 2015 Omnibus Incentive Plan, as amended from time to time.

1.13 “Registration Date” means the date on which the Company sells its Common Stock in a bona fide, firm commitment underwriting pursuant to a registration statement under the Securities Act.

1.14 “Section 409A of the Code” means the nonqualified deferred compensation rules under Section 409A of the Code and any applicable treasury regulations and other official guidance thereunder.

1.15 “Securities Act” means the Securities Act of 1933, as amended and all rules and regulations promulgated thereunder. Reference to a specific section of the Securities Act or regulation thereunder shall include such section or regulation, any valid regulation or interpretation promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation.

1.16 “Stock Option” or “Option” means any option to purchase shares of Common Stock granted to Eligible Individuals granted pursuant to the Plan.

1.17 “Termination” means a Termination of Employment.

1.18 “Termination of Employment” means: (a) a termination of employment (for reasons other than a military or personal leave of absence granted by the Company) of a Participant from the Company and its Affiliates; or (b) when an entity which is employing a

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Participant ceases to be an Affiliate, unless the Participant otherwise is, or thereupon becomes, employed by the Company or another Affiliate at the time the entity ceases to be an Affiliate. In the event that an Eligible Employee becomes a Consultant or a Non-Employee Director upon the termination of such Eligible Employee’s employment, unless otherwise determined by the Committee, in its sole discretion, no Termination of Employment shall be deemed to occur until such time as such Eligible Employee is no longer an Eligible Employee, a Consultant or a Non-Employee Director. Notwithstanding the foregoing, the Committee may otherwise define Termination of Employment in the Award Agreement or, if no rights of a Participant are reduced, may otherwise define Termination of Employment thereafter; provided that any such change to the definition of the term “Termination of Employment” does not subject the applicable Award to Section 409A of the Code.

1.19 “Transfer” means: (a) when used as a noun, any direct or indirect transfer, sale, assignment, pledge, hypothecation, encumbrance or other disposition (including the issuance of equity in any entity), whether for value or no value and whether voluntary or involuntary (including by operation of law), and (b) when used as a verb, to directly or indirectly transfer, sell, assign, pledge, encumber, charge, hypothecate or otherwise dispose of (including the issuance of equity in any entity) whether for value or for no value and whether voluntarily or involuntarily (including by operation of law). “Transferred” and “Transferable” shall have a correlative meaning.

ARTICLE II: ADMINISTRATION

2.1 The Committee. The Plan shall be administered and interpreted by the Committee.

2.2 Grants of Awards. Among other powers, the Committee shall have the authority:

(a) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder (including, but not limited to, the exercise or purchase price (if any), any restriction or limitation, any vesting schedule or acceleration thereof, or any forfeiture restrictions or waiver thereof, regarding any Award and the shares of Common Stock relating thereto, based on such factors, if any, as the Committee shall determine, in its sole discretion);

(b) to determine whether to require a Participant, as a condition of the granting of any Award, to not sell or otherwise dispose of shares acquired pursuant to the exercise of an Award for a period of time as determined by the Committee, in its sole discretion, following the date of the acquisition of such Award;

(c) to modify, extend or renew an Award, subject to Article V; provided, however, that such action does not subject the Award to Section 409A of the Code without the consent of the Participant;

(d) to interpret and apply this Plan and any Award granted hereunder.

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2.3 Guidelines. The Committee shall have the authority to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan and perform all acts, including the delegation of its responsibilities (to the extent permitted by applicable law and applicable stock exchange rules), as it shall, from time to time, deem advisable; to construe and interpret the terms and provisions of the Plan and any Award issued under the Plan (and any agreements relating thereto); and to otherwise supervise the administration of the Plan. The Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any agreement relating thereto in the manner and to the extent it shall deem necessary to effectuate the purpose and intent of the Plan.

2.4 Decisions Final. Any decision, interpretation or other action made or taken in good faith by or at the direction of the Company, the Board or the Committee (or any of its members) arising out of or in connection with the Plan shall be within the absolute discretion of all and each of them, as the case may be, and shall be final, binding and conclusive on the Company and all employees and Participants and their respective heirs, executors, administrators, successors and assigns. The Committee’s determinations and interpretations with respect to Awards need not be the same with respect to each Participant and may be made selectively among Participants, whether or not such Participants are similarly situated.

ARTICLE III: SHARE LIMITATION

3.1 Changes.

(a) The existence of the Plan and the Awards granted hereunder shall not affect in any way the right or power of the Board or the stockholders of the Company to make or authorize (i) any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, (ii) any merger or consolidation of the Company or any Affiliate, (iii) any issuance of bonds, debentures, preferred or prior preference stock ahead of or affecting the Common Stock, (iv) the dissolution or liquidation of the Company or any Affiliate, (v) any sale or transfer of all or part of the assets or business of the Company or any Affiliate or (vi) any other corporate act or proceeding.

(b) Subject to the provisions of Section 4.1:

(i) If the Company at any time subdivides (by any split, recapitalization or otherwise) the outstanding Common Stock into a greater number of shares of Common Stock, or combines (by reverse split, combination or otherwise) its outstanding Common Stock into a lesser number of shares of Common Stock, then the respective exercise prices for outstanding Awards that provide for a Participant elected exercise, the number of shares of Common Stock covered by outstanding Awards and the number of shares of Common Stock reserved for issuance under the Plan shall be appropriately adjusted by the Committee to prevent dilution or enlargement of the rights granted to, or available for, Participants under the Plan.

(ii) Excepting transactions covered by Section 3.1(b)(i), if the Company effects any merger, consolidation, statutory exchange, spin-off, reorganization, sale or transfer of all or substantially all the Company’s assets or business, or other corporate transaction or event in such a manner that the Company’s outstanding shares of Common Stock are converted into the right to receive (or the holders of Common Stock are entitled to receive in

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exchange therefor), either immediately or upon liquidation of the Company, securities or other property of the Company or other entity (each, a “Reorganization”), then, subject to the terms of Section 4.1, (A) the aggregate number or kind of securities that thereafter may be issued under the Plan, (B) the number or kind of securities or other property (including cash) to be issued pursuant to Awards granted under the Plan (including as a result of the assumption of the Plan and the obligations hereunder by a successor entity, as applicable), or (C) the purchase price thereof, shall be appropriately adjusted by the Committee to prevent dilution or enlargement of the rights granted to, or available for, Participants under the Plan.

(iii) If there shall occur any change in the capital structure of the Company other than those covered by Section 3.1(b)(i) or 3.1(b)(ii), including by reason of any extraordinary dividend (whether cash or equity), any conversion, any adjustment, any issuance of any class of securities convertible or exercisable into, or exercisable for, any class of equity securities of the Company, then the Committee shall adjust any Award and make such other adjustments to the Plan to prevent dilution or enlargement of the rights granted to, or available for, Participants under the Plan.

(iv) Any such adjustment determined by the Committee pursuant to this Section 3.1(b) shall be final, binding and conclusive on the Company and all Participants and their respective heirs, executors, administrators, successors and permitted assigns. Any adjustment to, or assumption or substitution of, an Award under this Section 3.1(b) shall be intended to comply with the requirements of Section 409A of the Code and Treasury Regulation §1.424-1 (and any amendments thereto), to the extent applicable. Except as expressly provided in this Section 3.1 or in the applicable Award Agreement, a Participant shall have no additional rights under the Plan by reason of any transaction or event described in this Section 3.1.

ARTICLE IV: CHANGE IN CONTROL PROVISIONS

4.1 Benefits. In the event of a Change in Control of the Company (as defined below), and except as otherwise provided by the Committee in an Award Agreement, a Participant’s unvested Awards shall not vest automatically and a Participant’s Awards shall be treated in accordance with one or more of the following methods as determined by the Committee:

(a) Awards, whether or not then vested, shall be continued, assumed, or have new rights substituted therefor, as determined by the Committee in a manner consistent with the requirements of Section 409A of the Code. Notwithstanding anything to the contrary herein, for purposes of Incentive Stock Options, any assumed or substituted Stock Option shall comply with the requirements of Treasury Regulation Section 1.424-1 (and any amendment thereto).

(b) The Committee, in its sole discretion, may provide for the purchase of any Awards by the Company or an Affiliate for an amount of cash equal to the excess (if any) of the Change in Control Price (as defined below) of the shares of Common Stock covered by such Awards, over the aggregate exercise price of such Awards. For purposes hereof, “Change in Control Price” shall mean the highest price per share of Common Stock paid in any transaction related to a Change in Control of the Company.

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(c) The Committee may, in its sole discretion, terminate all outstanding and unexercised Stock Options, Stock Appreciation Rights, or any Other Stock-Based Award that provides for a Participant elected exercise, effective as of the date of the Change in Control, by delivering notice of termination to each Participant at least twenty (20) days prior to the date of consummation of the Change in Control, in which case during the period from the date on which such notice of termination is delivered to the consummation of the Change in Control, each such Participant shall have the right to exercise in full all of such Participant’s Awards that are then outstanding (without regard to any limitations on exercisability otherwise contained in the Award Agreements), but any such exercise shall be contingent on the occurrence of the Change in Control, and, provided that, if the Change in Control does not take place within a specified period after giving such notice for any reason whatsoever, the notice and exercise pursuant thereto shall be null and void.

(d) Notwithstanding any other provision herein to the contrary, the Committee may, in its sole discretion, provide for accelerated vesting or lapse of restrictions, of an Award at any time.

4.2 Change in Control. Unless otherwise determined by the Committee in the applicable Award Agreement or other written agreement with a Participant approved by the Committee, a “Change in Control” shall be deemed to occur if:

(a) any “person,” as such term is used in Sections 13(d) and 14(d) of the Exchange Act (other than the Company, any trustee or other fiduciary holding securities under any employee benefit plan of the Company, Related Equinox Holdings, LLC or its affiliates, or any company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of Common Stock of the Company), becoming the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company’s then outstanding securities;

(b) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in paragraph (a), (c), or (d) of this Section 4.2 or a director whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such term is used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the two-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the Board;

(c) a merger or consolidation of the Company or a Subsidiary of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the Company or the ultimate

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Parent company of the Company outstanding immediately after such merger or consolidation; provided, however, that a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person (other than those covered by the exceptions in Section 4.2(a)) acquires more than 50% of the combined voting power of the Company’s then outstanding securities shall not constitute a Change in Control of the Company; or

(d) a complete liquidation or dissolution of the Company or the consummation of a sale or disposition by the Company of all or substantially all of the Company’s assets other than the sale or disposition of all or substantially all of the assets of the Company to a person or persons who beneficially own, directly or indirectly, 50% or more of the combined voting power of the outstanding voting securities of the Company at the time of the sale.

(e) Notwithstanding the foregoing, with respect to any Award that is characterized as “nonqualified deferred compensation” within the meaning of Section 409A of the Code, an event shall not be considered to be a Change in Control under the Plan for purposes of payment of such Award unless such event is also a “change in ownership,” a “change in effective control” or a “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code.

4.3 Initial Public Offering not a Change in Control. Notwithstanding the foregoing, for purposes of the Plan, the occurrence of the Registration Date or any change in the composition of the Board within one year following the Registration Date shall not be considered a Change in Control.

ARTICLE V: TERMINATION OR AMENDMENT OF PLAN

Notwithstanding any other provision of the Plan, the Board may at any time, and from time to time, amend, in whole or in part, any or all of the provisions of the Plan (including any amendment deemed necessary to ensure that the Company may comply with any regulatory requirement referred to in Article VI or Section 409A of the Code), or suspend or terminate it entirely, retroactively or otherwise; provided, however, that, unless otherwise required by law or specifically provided herein, the rights of a Participant with respect to Awards granted prior to such amendment, suspension or termination, may not be impaired without the consent of such Participant Notwithstanding anything herein to the contrary, the Board may amend the Plan or any Award Agreement at any time without a Participant’s consent to comply with applicable law including Section 409A of the Code. The Committee may amend the terms of any Award theretofore granted, prospectively or retroactively, but, subject to Article III or as otherwise specifically provided herein, no such amendment or other action by the Committee shall impair the rights of any holder without the holder’s consent.

ARTICLE VI: GENERAL PROVISIONS

6.1 Legend. The Committee may require each person receiving shares of Common Stock pursuant to a Stock Option or other Award under the Plan to represent to and agree with the Company in writing that the Participant is acquiring the shares without a view to distribution thereof. In addition to any legend required by the Plan, the certificates for such shares may include any legend that the Committee deems appropriate to reflect any restrictions on Transfer.

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All certificates for shares of Common Stock delivered under the Plan shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed or any national securities exchange system upon whose system the Common Stock is then quoted, any applicable federal or state securities law, and any applicable corporate law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

6.2 Withholding of Taxes. The Company shall have the right to deduct from any payment to be made pursuant to the Plan, or to otherwise require, prior to the issuance or delivery of shares of Common Stock or the payment of any cash hereunder, payment by the Participant of, any federal, state or local taxes required by law to be withheld. Any minimum statutorily required withholding obligation with regard to any Participant may be satisfied, subject to the consent of the Committee, by reducing the number of shares of Common Stock otherwise deliverable or by delivering shares of Common Stock already owned. Any fraction of a share of Common Stock required to satisfy such tax obligations shall be disregarded and the amount due shall be paid instead in cash by the Participant.

6.3 No Assignment of Benefits. No Award or other benefit payable under the Plan shall, except as otherwise specifically provided by law or permitted by the Committee, be Transferable in any manner, and any attempt to Transfer any such benefit shall be void, and any such benefit shall not in any manner be liable for or subject to the debts, contracts, liabilities, engagements or torts of any person who shall be entitled to such benefit, nor shall it be subject to attachment or legal process for or against such person.

6.4 Listing and Other Conditions.

(a) Unless otherwise determined by the Committee, as long as the Common Stock is listed on a national securities exchange or system sponsored by a national securities association, the issuance of shares of Common Stock pursuant to an Award shall be conditioned upon such shares being listed on such exchange or system. The Company shall have no obligation to issue such shares unless and until such shares are so listed, and the right to exercise any Option with respect to such shares shall be suspended until such listing has been effected.

(b) A Participant shall be required to supply the Company with certificates, representations and information that the Company requests and otherwise cooperate with the Company in obtaining any listing, registration, qualification, exemption, consent or approval the Company deems necessary or appropriate.

6.5 Governing Law. The Plan and actions taken in connection herewith shall be governed and construed in accordance with the laws of the State of Delaware (regardless of the law that might otherwise govern under applicable Delaware principles of conflict of laws).

6.6 Jurisdiction; Waiver of Jury Trial. Any suit, action or proceeding with respect to the Plan or any Award Agreement, or any judgment entered by any court of competent jurisdiction in respect of any thereof, shall be resolved only in the courts of the State of New York or the United States District Court for the Southern District of New York and the appellate courts

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having jurisdiction of appeals in such courts. In that context, and without limiting the generality of the foregoing, the Company and each Participant shall irrevocably and unconditionally (a) submit in any proceeding relating to the Plan or any Award Agreement, or for the recognition and enforcement of any judgment in respect thereof (a “Proceeding”), to the exclusive jurisdiction of the courts of the State of New York, the court of the United States of America for the Southern District of New York, and appellate courts having jurisdiction of appeals from any of the foregoing, and agree that all claims in respect of any such Proceeding shall be heard and determined in such New York State court or, to the extent permitted by law, in such federal court, (b) consent that any such Proceeding may and shall be brought in such courts and waives any objection that the Company and each Participant may now or thereafter have to the venue or jurisdiction of any such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and agree not to plead or claim the same, (c) waive all right to trial by jury in any Proceeding (whether based on contract, tort or otherwise) arising out of or relating to the Plan or any Award Agreement, (d) agree that service of process in any such Proceeding may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party, in the case of a Participant, at the Participant’s address shown in the books and records of the Company or, in the case of the Company, at the Company’s principal offices, attention General Counsel, and (e) agree that nothing in the Plan shall affect the right to effect service of process in any other manner permitted by the laws of the State of New York.

6.7 Construction. Wherever any words are used in the Plan in the masculine gender they shall be construed as though they were also used in the feminine gender in all cases where they would so apply, and wherever words are used herein in the singular form they shall be construed as though they were also used in the plural form in all cases where they would so apply.

6.8 Other Benefits. No Award granted or paid out under the Plan shall be deemed compensation for purposes of computing benefits under any retirement plan of the Company or its Affiliates nor affect any benefit under any other benefit plan now or subsequently in effect under which the availability or amount of benefits is related to the level of compensation.

6.9 No Right to Same Benefits. The provisions of Awards need not be the same with respect to each Participant, and such Awards to individual Participants need not be the same in subsequent years. The terms and conditions of Awards and the Committee’s determinations and interpretations with respect thereto need not be the same with respect to each Participant and may be made selectively among Participants, whether or not such Participants are similarly situated.

6.10 Section 409A of the Code. The Plan is intended to comply with the applicable requirements of Section 409A of the Code and shall be limited, construed and interpreted in accordance with such intent. To the extent that any Award is subject to Section 409A of the Code, it shall be paid in a manner that will comply with Section 409A of the Code, including proposed, temporary or final regulations or any other guidance issued by the Secretary of the Treasury and the Internal Revenue Service with respect thereto. Notwithstanding anything herein to the contrary, any provision in the Plan that is inconsistent with Section 409A of the Code shall be deemed to be amended to comply with Section 409A of the Code and to the extent such provision cannot be amended to comply therewith, such provision shall be null and void. The Company shall have no liability to a Participant, or any other party, if an Award that is intended to be

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exempt from, or compliant with, Section 409A of the Code is not so exempt or compliant or for any action taken by the Committee or the Company and, in the event that any amount or benefit under the Plan becomes subject to penalties under Section 409A of the Code, responsibility for payment of such penalties shall rest solely with the affected Participants and not with the Company. Notwithstanding any contrary provision in the Plan or Award Agreement, any payment(s) of “nonqualified deferred compensation” (within the meaning of Section 409A of the Code) that are otherwise required to be made under the Plan to a “specified employee” (as defined under Section 409A of the Code) as a result of such employee’s separation from service (other than a payment that is not subject to Section 409A of the Code) shall be delayed for the first six (6) months following such separation from service (or, if earlier, the date of death of the specified employee) and shall instead be paid (in a manner set forth in the Award Agreement) upon expiration of such delay period.

6.11 Successor and Assigns. The Plan shall be binding on all successors and permitted assigns of a Participant, including, without limitation, the estate of such Participant and the executor, administrator or trustee of such estate.

6.12 Severability of Provisions. If any provision of the Plan shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof, and the Plan shall be construed and enforced as if such provisions had not been included.

6.13 Payments to Minors, Etc. Any benefit payable to or for the benefit of a minor, an incompetent person or other person incapable of receipt thereof shall be deemed paid when paid to such person’s guardian or to the party providing or reasonably appearing to provide for the care of such person, and such payment shall fully discharge the Committee, the Board, the Company, its Affiliates and their employees, agents and representatives with respect thereto.

6.14 Headings and Captions. The headings and captions herein are provided for reference and convenience only, shall not be considered part of the Plan, and shall not be employed in the construction of the Plan.

6.15 Company Recoupment of Awards. A Participant’s rights with respect to any Award hereunder shall in all events be subject to any right that the Company may have under any Company recoupment policy or other agreement or arrangement with a Participant.

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Appendix II – Certain Contractual and Legal Obligations

The contractual and legal obligations set forth in this Appendix II are expressly made an integral part of the Nonqualified Option Agreement, dated as of [•], between SOULCYCLE INC. (the “Company”) and [•] (the “Agreement”) pursuant to the SoulCycle Inc. 2015 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), to which this Appendix II is attached. All capitalized terms used in this Appendix II, to the extent not defined, shall have the meaning set forth in the Agreement or the Plan.

1. Stockholders Agreement and Other Requirements. Notwithstanding anything in the Agreement or the Plan to the contrary, as a condition to the receipt of shares of Common Stock pursuant to this Option, to the extent required by the Committee, the Participant shall execute and deliver a stockholder’s agreement or such other documentation that shall set forth certain restrictions on transferability of the shares of Common Stock acquired upon exercise or purchase, and such other terms as the Board or Committee shall from time to time establish. Such stockholder’s agreement or other documentation shall apply to the Common Stock acquired pursuant to this Option and covered by such stockholder’s agreement or other documentation. The Company may require, as a condition of exercise, the Participant to become a party to any other existing stockholder agreement (or other agreement).

2. Lock-Up Agreement. If requested by the Company and the lead underwriter of any public offering of the Common Stock (the “Lead Underwriter”), a Participant shall irrevocably agree not to sell, contract to sell, grant any option to purchase, transfer the economic risk of ownership in, make any short sale of, pledge or otherwise transfer or dispose of, any interest in any Common Stock or any securities convertible into, derivative of, or exchangeable or exercisable for, or any other rights to purchase or acquire Common Stock (except Common Stock included in such public offering or acquired on the public market after such offering) during such period of time following the effective date of a registration statement of the Company filed under the Securities Act that the Lead Underwriter shall specify (the “Lock-Up Period”). The Participant shall further agree to sign such documents as may be requested by the Lead Underwriter to effect the foregoing and agree that the Company may impose stop-transfer instructions with respect to Common Stock acquired pursuant to an Award until the end of such Lock-Up Period.

3. Repurchase Rights.

(a) If the Participant ceases to be employed by the Company or any of its Subsidiaries for any reason, then the Company shall have the right (but not the obligation) to repurchase all or any portion of the shares of Common Stock issued upon exercise of this Option (the “Option Shares”) at a price equal to the Fair Market Value of the Common Stock to be repurchased as of the date specified in the Repurchase Notice as determined in this Section 3 of Appendix II; provided, however, that if a repurchase occurs following the Termination of the Participant’s employment by the Company for Cause, then the Company shall have the right (but not the obligation) to repurchase all or any portion of the Option Shares at a price equal to the lesser of the original purchase price of such Common Stock and the Fair Market Value of the Common Stock to be repurchased as of the date specified in the Repurchase Notice as determined in this Section 3 of Appendix II. For purposes hereof, Fair Market Value as of a given date will be determined by the Board in its good-faith discretion without discounts for lack of marketability or minority interest, and shall be final, binding and conclusive on the Company and the Participant for all purposes hereof absent manifest error or bad faith.

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(b) The Company shall have the right (but not the obligation) to elect to purchase all or any portion of any Option Shares by delivering written notice to the Participant (the “Repurchase Notice”), within one hundred eighty (180) calendar days following the six month anniversary of the latest date as of which any portion of the Option may be exercised (such six month anniversary, the “Call Date”), which Repurchase Notice shall set forth the number of Option Shares to be acquired, the date on which the aggregate consideration to be paid therefor is to be determined and the time and place for the closing of the repurchase contemplated by this Section 3 of Appendix II (the “Repurchase Closing”). For purposes of this Section 3 of Appendix II, the applicable repurchase price shall be determined as of the date specified in the Repurchase Notice and shall be (i) on or after the date of the Repurchase Notice, and (ii) no later than one hundred eighty (180) calendar days after the Call Date. For the sake of clarity, the Company may elect to repurchase Option Shares in one or more separate transactions, it being understood that the Company may not repurchase any Option Shares after the last date provided for herein.

(c) The Repurchase Closing shall take place on the date designated by the Company in the Repurchase Notice, which date shall not be more than thirty (30) calendar days nor less than five (5) calendar days after the date specified in such notice for the determination of the repurchase price. The Company may pay for the Option Shares to be purchased by it (i) in cash payable by delivery of a cashier’s or bank check or a wire transfer of immediately available funds (provided that the Company may deliver a Company check for any amount that is less than $1,000,000), (ii) by a promissory note that must be settled no later than the earlier of (A) a Change in Control of the Company or (B) the Registration Date or (iii) by the cancelation of any indebtedness owed by the Participant to the Company or any of its Subsidiaries, or (iv) in a combination of (i), (ii) and (iii) above, as determined in the sole discretion of the Board, in the amount of the aggregate repurchase price of the Option Shares being repurchased by the Company. Notwithstanding any other provision to the contrary contained herein, the Company may assign its rights under this Section 3 of Appendix II to any of its Affiliates. The purchaser(s) of Option Shares hereunder shall be entitled to receive customary representations and warranties from the Participant regarding such sale; provided that the recourse of the purchaser(s) shall be limited to the aggregate consideration received by the Participant with respect to the repurchased Option Shares.

(d) All repurchases of Option Shares pursuant to this Section 3 of Appendix II shall be subject to all applicable restrictions under law or contained in the financing agreements or other material contracts to which the Company or any of its Affiliates is a party. If any such restrictions prohibit the repurchase of Option Shares hereunder which the Company is otherwise entitled to make, then (i) the Company shall promptly give written notice to the Participant of such restriction, (ii) the Company’s rights under this Section 3 of Appendix II shall be preserved and time periods governing such rights or obligations shall be tolled for the duration of such restriction, and (iii) the Company may make such repurchase as soon as (and to the extent that) it is permitted to do so by law and such financing agreements or other material contracts.

(e) The repurchase rights granted in this Section 3 of Appendix II shall terminate upon the Registration Date.

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EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

SoulCycle Inc. (successor of SoulCycle Holdings, LLC and subsidiaries):

We consent to the use of our report dated June 19, 2015, with respect to the consolidated balance sheets of SoulCycle Holdings, LLC and subsidiaries as of December 31, 2014 and 2013, and the related consolidated statements of operations, members’ equity, and cash flows for each of the years in the three-year period ended December 31, 2014, included in the Registration Statement (Form S-1) and the related Prospectus of SoulCycle Inc. and to the reference to our firm under the heading “Experts” included therein.

/s/ KPMG LLP

New York, New York

July 30, 2015