FIRST AMENDMENT TO TAX RECEIVABLE AGREEMENT

FIRST AMENDMENT TO TAX RECEIVABLE AGREEMENT

 

This First Amendment to Tax Receivable Agreement (this “Amendment”) is made and entered into this 30th day of December 2024, by and between General Atlantic Partners AIV (EW), L.P., a Delaware limited partnership (“GA AIV”), GA AIV-1 B Interholdco (EW), L.P., a Delaware limited partnership (“GA AIV-1”), GAPCO AIV Interholdco (EW), L.P., a Delaware limited partnership (“GA GAPCO” and together with GA AIV and GA AIV-1, “GA”), EWC Holdings, Inc., a Delaware corporation (“EWC Holdings”), European Wax Center, Inc., a Delaware corporation (“PubCo”), in order to amend certain provisions of the Tax Receivable Agreement, entered into as of August 4, 2021, by and between PubCo and the other signatories thereto, and each of their respective successors and assigns thereto (the “TRA”). GA, EWC Holdings and PubCo are sometimes referred to herein individually as a “Party” and collectively as “Parties”.

 

RECITALS

 

WHEREAS, the Parties desire to amend the TRA, pursuant to Section 7.6 thereof, as set forth in this Amendment.

 

NOW, THEREFORE, for and in consideration of the mutual agreements herein contained, the benefits to be derived by each Party, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

 

“Agreed Rate” means Term SOFR plus 100 basis points.

“Default Rate” means Term SOFR plus 500 basis points.

“Early Termination Rate” means the lesser of (i) 6.5% per annum, compounded annually, and (ii) Term SOFR plus 100 basis points.

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“SOFR” means a rate equal to the secured overnight financing rate as administered by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“Term SOFR” means during any period, an interest rate per annum equal to the rate per annum reported, on the date two (2) U.S. Government Securities Business Days prior to the first (1st) U.S. Government Securities Business Day of such period, on the applicable Bloomberg screen page (or other commercially available source providing quotations of SOFR) for the Secured Overnight Financing Rate as published by the Federal Reserve Bank of New York for such period (or a successor administrator of the Term SOFR Reference Rate selected by the Corporate Taxpayer in its reasonable discretion). In no event will SOFR be less than 0%.

“Term SOFR Reference Rate” means the forward-looking term rate based on SOFR.

“U.S. Government Securities Business Days” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

 

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IN WITNESS WHEREOF, the Parties have executed and delivered this Amendment as of the date first set forth above.

 

 

GA:	GENERAL ATLANTIC PARTNERS AIV
	(EW), L.P.
	By: General Atlantic GenPar (EW), L.P.,
	its general partner
	By: General Atlantic (SPV) GP, LLC,
	its general partner
	By: General Atlantic, L.P.,
	its sole member
	By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
	Name: ▇▇▇▇▇ ▇▇▇▇▇▇
	Title: Managing Director

 

	GA AIV-1 B INTERHOLDCO (EW), L.P.
	By: General Atlantic (SPV) GP, LLC,
	its general partner
	By: General Atlantic, L.P.,
	its sole member
	By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
	Name: ▇▇▇▇▇ ▇▇▇▇▇▇
	Title: Managing Director

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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	GAPCO AIV INTERHOLDCO (EW), L.P.
	By: General Atlantic (SPV) GP, LLC,
	its general partner
	By: General Atlantic, L.P.,
	its sole member
	By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
	Name: ▇▇▇▇▇ ▇▇▇▇▇▇
	Title: Managing Director

 

 

 

 

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EWC HOLDINGS:	EWC HOLDINGS, INC.
	By: /s/ ▇▇▇▇▇ ▇▇▇▇
	Name: ▇▇▇▇▇ ▇▇▇▇
	Title: ▇▇▇▇▇ ▇▇▇▇ Trustee

 

 

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PUBCO:	EUROPEAN WAX CENTER, Inc.
	By: /s/ ▇▇▇▇▇ ▇▇▇▇
	Name: ▇▇▇▇▇ ▇. ▇▇▇▇
	Title: Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

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