0000950170-25-016443 Sample Contracts
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 7th, 2025 • Interactive Strength, Inc. • Electronic & other electrical equipment (no computer equip) • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 28, 2025, is by and among Interactive Strength Inc., a Delaware corporation with offices located at 1005 Congress Ave, Suite 925, Austin, Texas 78701 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 7th, 2025 • Interactive Strength, Inc. • Electronic & other electrical equipment (no computer equip)
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 28, 2025, is by and among Interactive Strength Inc., a Delaware corporation with offices located at 1005 Congress Ave, Suite 925, Austin, Texas 78701 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • February 7th, 2025 • Interactive Strength, Inc. • Electronic & other electrical equipment (no computer equip) • New York
WHEREAS, the Company is party to that certain Securities Purchase Agreement, dated as of January 28, 2025, (as amended, modified, supplemented, extended, renewed, restated or replaced from time to time in accordance with the terms thereof, the “Securities Purchase Agreement”) by and among the Company and each party listed as a “Buyer” on the Schedule of Buyers attached thereto (each a “Buyer” and collectively, the “Buyers”), pursuant to which the Company shall be required to sell, and the Buyers shall purchase or have the right to purchase, the “Notes,” the “Warrants,” and the “Incremental Notes” issuable upon the exercise or cancellation of the “Incremental Warrants,” in each case, issued pursuant thereto (as such Notes and Incremental Notes may be amended, modified, supplemented, extended, renewed, restated or replaced from time to time in accordance with the terms thereof, collectively, the “Notes” and, as such Warrants and Incremental Warrants may be amended, modified, supplemented
GUARANTYGuaranty • February 7th, 2025 • Interactive Strength, Inc. • Electronic & other electrical equipment (no computer equip) • New York
This GUARANTY, dated as of January 28, 2025 (this “Guaranty”), is made by each of the undersigned (each a “Guarantor”, and collectively, the “Guarantors”), in favor of TR OPPORTUNITIES I LLC, in its capacity as collateral agent (in such capacity, the “Collateral Agent” as hereinafter further defined) for the “Buyers” party to the Securities Purchase Agreement (each as defined below).
INCREMENTAL NOTE PURCHASE WARRANT INTERACTIVE STRENGTH INC.Security Agreement • February 7th, 2025 • Interactive Strength, Inc. • Electronic & other electrical equipment (no computer equip) • New York
THIS INCREMENTAL NOTE PURCHASE WARRANT (the “Incremental Warrant”) certifies that, for value received, TR Opportunities I LLC or its permitted assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the later of (i) the Maturity Date (as defined in the Note) of the most-recently issued Note or Incremental Note and (ii) the two (2) year anniversary of the Registration Effectiveness Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Interactive Strength Inc., a Delaware corporation (the “Company”), (i) one or more secured convertible promissory notes, convertible into common stock of the Company, par value $0.001 per share (the “Common Stock”), in the form attached to this Incremental Warrant as Exhibit A hereto (each a “Note”, and collectively, the “Not
INCREMENTAL NOTE PURCHASE WARRANT INTERACTIVE STRENGTH INC.Securities Agreement • February 7th, 2025 • Interactive Strength, Inc. • Electronic & other electrical equipment (no computer equip) • New York
THIS INCREMENTAL NOTE PURCHASE WARRANT (the “Incremental Warrant”) certifies that, for value received, TR Opportunities I LLC or its permitted assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the later of (i) the Maturity Date (as defined in the Note) of the most-recently issued Note or Incremental Note and (ii) the two (2) year anniversary of the Registration Effectiveness Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Interactive Strength Inc., a Delaware corporation (the “Company”), (i) one or more secured convertible promissory notes, convertible into common stock of the Company, par value $0.001 per share (the “Common Stock”), in the form attached to this Incremental Warrant as Exhibit A hereto (each a “Note”, and collectively, the “Not