Exhibit 10.9


 


TAX RECEIVABLE AGREEMENT



between



EUROPEAN WAX CENTER, INC.



and



THE PERSONS NAMED HEREIN



Dated as of [ ], 2021


 






     


     


    

 


TABLE OF CONTENTS


 


		 	Page
	 	 	 
	ARTICLE I DEFINITIONS	2
	Section 1.1.	Definitions	2
	ARTICLE II DETERMINATION OF CERTAIN REALIZED TAX BENEFIT	12
	Section 2.1.	Basis Schedule	12
	Section 2.2.	Tax Benefit Schedule	13
	Section 2.3.	Procedures, Amendments	14
	ARTICLE III TAX BENEFIT PAYMENTS	15
	Section 3.1.	Payments	15
	Section 3.2.	No Duplicative Payments	16
	Section 3.3.	Pro Rata Payments	16
	Section 3.4.	Payment Ordering	17
	ARTICLE IV TERMINATION	17
	Section 4.1.	Early Termination of Agreement; Breach of Agreement	17
	Section 4.2.	Early Termination Notice	18
	Section 4.3.	Payment upon Early Termination	19
	ARTICLE V SUBORDINATION AND LATE PAYMENTS	19
	Section 5.1.	Subordination	19
	Section 5.2.	Late Payments by the Corporate Taxpayer	20
	ARTICLE VI NO DISPUTES; CONSISTENCY; COOPERATION	20
	Section 6.1.	Participation in the Corporate Taxpayer’s and OpCo’s Tax Matters	20
	Section 6.2.	Consistency	20
	Section 6.3.	Cooperation	21
	ARTICLE VII MISCELLANEOUS	21
	Section 7.1.	Notices	21
	Section 7.2.	Counterparts	22
	Section 7.3.	Entire Agreement; No Third Party Beneficiaries	22
	Section 7.4.	Governing Law	22
	Section 7.5.	Severability	22
	Section 7.6.	Successors; Assignment; Amendments; Waivers	22
	Section 7.7.	Titles and Subtitles	23
	Section 7.8.	Resolution of Disputes	23
	Section 7.9.	Reconciliation	24
	Section 7.10.	Withholding	25
	Section 7.11.	Admission of the Corporate Taxpayer into a Consolidated Group; Transfers of Corporate Assets	25
	Section 7.12.	Confidentiality	26
	Section 7.13.	Change in Law	27
	Section 7.14.	TRA Party Representative	27
	Section 7.15.	Partnership Agreement..	28



 






    i


     


    

 


TAX RECEIVABLE AGREEMENT


 


This TAX RECEIVABLE AGREEMENT (this “Agreement”),
is dated as of [              ], 2021, and is between European
Wax Center, Inc., a Delaware corporation (including any successor corporation, “PubCo”), each of the undersigned parties,
and each of the other persons from time to time that become a party hereto (each, excluding PubCo, a “TRA Party” and
together the “TRA Parties”).


 


RECITALS


 


WHEREAS, the TRA Parties directly or indirectly
hold limited liability company interests in OpCo (as defined below) (the “Units”), which is classified as a partnership
for U.S. federal income Tax (as defined below) purposes;


 


WHEREAS, after the IPO (as defined below),
PubCo will be the managing member of OpCo, and holds and will hold, directly and/or indirectly, Units;


 


WHEREAS, each of the Blockers (as
defined below), EWC Merger Sub 1, Inc. and EWC Merger Sub 2, Inc. is classified as an association taxable as a corporation for U.S.
federal income Tax purposes;


 


WHEREAS, (i) the Blocker Shareholders (as
defined below) hold all of the outstanding units of the Blockers (the “Blocker Units”), and (ii) following certain
restructuring transactions, the Blockers hold Units;


 


WHEREAS, in connection with the IPO, pursuant
to the provisions of that certain Reorganization Agreement, dated on or about the IPO Date (as defined below), among PubCo and the parties
named therein, in connection with the IPO, among other things, (i) (x) EWC Merger Sub 1, Inc. will merge with and into GA Blocker (as
defined below), with GA Blocker surviving, and immediately thereafter, (y) GA Blocker will merge with and into PubCo, with PubCo surviving
(“Merger 1”), (ii) EWC Merger Sub 2, Inc. will merge with and into GAPCO Blocker, with GAPCO Blocker surviving, and
immediately thereafter, (y) GAPCO Blocker will merge with and into PubCo, with Pubco surviving (“Merger 2,” together
with Merger 1, the “Mergers”), and (iii) the Blocker Units held by the Blocker Shareholders will convert into (x) shares
of Class A common stock, $0.00001 par value per share, of PubCo (the “Class A Shares”), and (y) rights to receive payments
hereunder;


 


WHEREAS, as a result of the Mergers, the
Corporate Taxpayer (as defined below) will (i) be entitled to utilize Pre-Merger NOLs (as defined below) and (ii) obtain the benefit of
the Blocker Transferred Basis (as defined below);


 


WHEREAS, in connection with the IPO, PubCo
will (directly or indirectly) acquire IPO Units (as defined below) for a contribution of cash to OpCo not treated as part of a disguised
sale under Section 707(a) of the Code (the “IPO Exchange”);


 


WHEREAS, the Units held by the TRA Parties
may be exchanged for Class A Shares, in accordance with and subject to the provisions of the OpCo Agreement (as defined below) and the
Exchange Agreement (as defined below) and/or for other cash or other property;


 






     


     


    

 


WHEREAS, OpCo and each of its direct and
indirect Subsidiaries (as defined below) treated as a partnership for U.S. federal income Tax purposes will have in effect an election
under Section 754 of the Code, for each Taxable Year (as defined below) that includes the IPO Date and for each Taxable Year in which
a taxable acquisition (including a deemed taxable acquisition under Section 707(a) of the Code) or non-taxable acquisition of Units by
the Corporate Taxpayer from any of the TRA Parties (an “Exchanging Holder”) for Class A Shares and/or other consideration
(to the extent permitted by the governing documents of OpCo or its applicable subsidiary) or redemption by OpCo, in each case, in connection
with the IPO or after the IPO Date (any such acquisition, including any deemed taxable acquisition under Section 707(a) of the Code, or
redemption, excluding, for the avoidance of doubt, the IPO Exchange, an “Exchange”) occurs;


 


WHEREAS, as a result of an Exchange, the
Corporate Taxpayer will be entitled to use the Basis Adjustments (as defined below) relating to such Units exchanged in the Exchange;


 


WHEREAS, the income, gain, loss, expense
and other Tax items of the Corporate Taxpayer may be affected by the (i) Pre-Merger NOLs, (ii) Blocker Transferred Basis, (iii) Basis
Adjustments, (iv) Common Basis and (v) Imputed Interest (as defined below) (collectively, the “Tax Attributes”);
and


 


WHEREAS, the parties to this Agreement desire
to provide for certain payments and make certain arrangements with respect to the effect of the Tax Attributes on the liability for Taxes
of the Corporate Taxpayer.


 


NOW, THEREFORE, in consideration of the
foregoing and the respective covenants and agreements set forth herein, and intending to be legally bound hereby, the parties hereto agree
as follows:


 


ARTICLE I



DEFINITIONS


 


Section 1.1.         
Definitions. As used in this Agreement, the terms set forth in this Article I shall have the following meanings (such meanings
to be equally applicable to both the singular and plural forms of the terms defined).


 


“Acquired Units” means the Units
acquired by the Corporate Taxpayer in the Mergers.


 


“Actual Tax Liability”
means, with respect to any Taxable Year, the sum of (i) the sum of (A) the liability for U.S. federal income Taxes of the Corporate
Taxpayer and (B) without duplication, the portion of any liability for U.S. federal income Taxes imposed directly on OpCo (and
OpCo’s applicable subsidiaries) under Section 6225 or any similar provision of the Code that is allocable to the Corporate
Taxpayer under Section 704 of the Code, in each case, (a) using the same methods, elections, conventions and similar practices used
on the relevant IRS Form 1120 (or any successor form) and (b) calculating the amount in clause (A) by treating the Corporate
Taxpayer as having only paid an amount of state and local Taxes equal to the amount in prong (ii) of this definition
(rather than any actual amount of state, local and foreign tax liabilities paid) for such Taxable Year to the extent state and local
taxes are deductible for the applicable entity, (ii) the product of the amount of the U.S. federal taxable income (calculated
assuming that state and local taxes are not deductible) for such taxable year reported on the Corporate Taxpayer’s IRS Form
1120 (or any successor form) and the Blended Rate.


 






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“Affiliate” means, with respect
to any Person, any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under
common Control with, such first Person.


 


“Agreed Rate” means a per annum
rate of LIBOR plus 100 basis points.


 


“Agreement” has the meaning
set forth in the Preamble to this Agreement.


 


“Amended Schedule” has the meaning
set forth in Section 2.3(b) of this Agreement.


 


“Attributable” means the portion
of any Tax Attribute of the Corporate Taxpayer that is “Attributable” to the Blocker Shareholders or to any present or former
Unit Holder, as the case may be, determined under the following principles:


 


(i)       any
Pre-Merger NOLs shall be determined separately with respect to each Blocker and are Attributable to the Blocker Shareholders of each Blocker
that, but for the participation of a Blocker and the relevant Blocker Shareholder in the Mergers, the Corporate Taxpayer would not have
had the use of such Pre-Merger NOLs;


 


(ii)       any
Blocker Transferred Basis shall be determined separately with respect to each Blocker and is Attributable to the Blocker Shareholders
of each Blocker proportionately based on the Blocker Shareholders’ proportionate ownership of total equity interests of the Blockers
immediately prior to the Mergers;


 


(iii)       the
Basis Adjustments and the Common Basis in any Reference Asset transferred in an Exchange shall be determined separately with respect to
each Exchanging Holder and are Attributable to each Exchanging Holder in an amount equal to the total Basis Adjustment and the Common
Basis relating to such Units delivered to the Corporate Taxpayer by such Exchanging Holder in the Exchange (for the avoidance of doubt,
with respect to any Basis Adjustments and the Common Basis attributable to a distribution or redemption, the Exchanging Holder shall be
the Unit Holder relinquishing its interest in the Reference Asset); and


 


(iv)       any
deduction to the Corporate Taxpayer with respect to a Taxable Year in respect of Imputed Interest is Attributable to the Person that is
required to include the Imputed Interest in income (without regard to whether such Person is actually subject to Tax thereon).


 


“Basis Adjustment” means
the adjustment to the tax basis of a Reference Asset under Sections 732, 734(b), 707(a), 737, 755 and/or 1012 of the Code (in
situations where, as a result of one or more Exchanges, OpCo becomes an entity that is disregarded as separate from its owner for
U.S. federal income Tax purposes) or under Sections 704(c)(1)(B), 707, 734(b) 737(c)(2), 743(b), 754, 755 and/or 1012 of the Code
(in situations where, following an Exchange, OpCo remains in existence as an entity treated as a partnership for U.S. federal income
Tax purposes) and, in each case, analogous sections of U.S. state and local Tax laws, as a result of an Exchange and the payments
made pursuant to this Agreement in respect of such Exchange. For the avoidance of doubt, the amount of any Basis Adjustment
resulting from an Exchange of one or more Units shall be determined without regard to any Pre-Exchange Transfer of such Units and as
if any such Pre-Exchange Transfer had not occurred. The amount of any Basis Adjustment shall be determined using the Market Value at
the time of the Exchange.


 






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“Basis Schedule” has the meaning
set forth in Section 2.1 of this Agreement.


 


“Beneficial Owner” means, with
respect to any security, a Person who directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise,
has or shares: (i) voting power, which includes the power to vote, or to direct the voting of, such security; and/or (ii) investment
power, which includes the power to dispose of, or to direct the disposition of, such security. The terms “Beneficially Own”
and “Beneficial Ownership” shall have correlative meanings.


 


“Blended Rate” means, with respect
to any Taxable Year, the sum of the apportionment-weighted effective rates of Tax imposed on the aggregate net income of the Corporate
Taxpayer or OpCo, as applicable, in each state or local jurisdiction in which the Corporate Taxpayer or OpCo, as applicable, files Tax
Returns for such Taxable Year, with the maximum effective rate in any state or local jurisdiction being equal to the product of (i) the
apportionment factor on the income or franchise Corporate Taxpayer Return in such jurisdiction for such Taxable Year and (ii) the maximum
applicable corporate Tax rate in effect in such jurisdiction in such Taxable Year. As an illustration of the calculation of the Blended
Rate for a Taxable Year, if the Corporate Taxpayer solely files Tax Returns in State 1 and State 2 in a Taxable Year, the maximum applicable
corporate Tax rates in effect in such states in such Taxable Year are 6.5% and 5.5%, respectively, and the apportionment factors for such
states in such Taxable Year are 55% and 45% respectively, then the Blended Rate for such Taxable Year is equal to 6.05% (i.e., 6.5% multiplied
by 55% plus 5.5% multiplied by 45%).


 


“Blockers” means GAPCO Blocker
and GA Blocker, and each, individually, a Blocker.


 


“Blocker Shareholder” means,
a Person who, prior to the Mergers, holds equity interests of a Blocker, and as a result of the Mergers, holds Class A Shares.


 


“Blocker Transferred Basis”
means OpCo’s tax basis in the Reference Assets that is amortizable under Section 197 of the Code or that is otherwise amortizable
or depreciable for United States federal income tax purposes, including from any adjustments under Section 734(b) or 743(b) of the Code
immediately following the Mergers.


 


“Blocker Units” has the meaning
set forth in the Preamble to this Agreement.


 


“Board” means the Board of Directors
of PubCo.


 


“Business Day” means each day
that is not a Saturday, Sunday or other day on which banking institutions in New York, New York are authorized or required by law to close.


 






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“Change of Control” means the
occurrence of any of the following events:


 


(i)       any
Person or any group of Persons acting together that would constitute a “group” for purposes of Section 13(d) of the Securities
Exchange Act of 1934, as amended or any successor provisions thereto (excluding (a) a corporation or other entity owned, directly or indirectly,
by the stockholders of the Corporate Taxpayer in substantially the same proportions as their ownership of stock of the Corporate Taxpayer
or (b) a Person or group of Persons in which one or more Affiliates of the General Atlantic Funds, directly or indirectly hold Beneficial
Ownership of securities representing more than 50% of the total voting power in such Person or held by such group) is or becomes the Beneficial
Owner, directly or indirectly, of securities of the Corporate Taxpayer representing more than 50% of the combined voting power of the
Corporate Taxpayer’s then outstanding voting securities; or


 


(ii)       the
following individuals cease for any reason to constitute a majority of the number of directors of the Corporate Taxpayer then serving:
individuals who, on the IPO Date, constitute the Board and any new director whose appointment or election by the Board or nomination for
election by the Corporate Taxpayer’s stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors
then still in office who either were directors on the IPO Date or whose appointment, election or nomination for election was previously
so approved or recommended by the directors referred to in this clause (ii); or


 


(iii)       there
is consummated a merger or consolidation of the Corporate Taxpayer with any other corporation or other entity, and, immediately after
the consummation of such merger or consolidation, either (x) the Board immediately prior to the merger or consolidation does not constitute
at least a majority of the board of directors of the company surviving the merger or, if the surviving company is a Subsidiary, the ultimate
parent thereof, or (y) the voting securities of the Corporate Taxpayer immediately prior to such merger or consolidation do not continue
to represent or are not converted into more than 50% of the combined voting power of the then outstanding voting securities of the Person
resulting from such merger or consolidation or, if the surviving company is a Subsidiary, the ultimate parent thereof; or


 


(iv)       the
stockholders of the Corporate Taxpayer approve a plan of complete liquidation or dissolution of the Corporate Taxpayer or there is consummated
an agreement or series of related agreements for the sale, lease or other disposition, directly or indirectly, by the Corporate Taxpayer
of all or substantially all of the Corporate Taxpayer’s assets, other than such sale or other disposition by the Corporate Taxpayer
of all or substantially all of the Corporate Taxpayer’s assets to an entity at least 50% of the combined voting power of the voting
securities of which are owned by stockholders of the Corporate Taxpayer in substantially the same proportions as their ownership of the
Corporate Taxpayer immediately prior to such sale.


 


Notwithstanding the foregoing, except with respect to clause (ii)
and clause (iii)(x) above, a “Change of Control” shall not be deemed to have occurred by virtue of the consummation of
any transaction or series of integrated transactions immediately following which the record holders of the shares of the Corporate
Taxpayer immediately prior to such transaction or series of transactions continue to have substantially the same proportionate
ownership in, and voting control over, and own substantially all of the shares of, an entity which owns, directly or indirectly, all
or substantially all of the assets of the Corporate Taxpayer immediately following such transaction or series of transactions.


 






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“Class A Shares” has the meaning
set forth in the Recitals of this Agreement.


 


“Code” means the U.S. Internal
Revenue Code of 1986, as amended.


 


“Common Basis” means the
Tax basis in any Reference Asset that is amortizable under Section 197 of the Code or that is otherwise amortizable or depreciable
for United States federal income tax purposes Attributable to Units acquired by the Corporate Taxpayer upon an Exchange. For the
avoidance of doubt, Common Basis shall (i) take into account any Section 734(b) adjustment that has not been otherwise included in
Basis Adjustments and (ii) shall not be duplicative of any amount with respect to such Reference Asset that is included in any Basis Adjustment with respect
to such Reference Asset.


 


“Control” means the possession,
direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership
of voting securities, by contract or otherwise.


 


“Corporate Taxpayer” means PubCo
and any company that is a member of any consolidated Tax Return of which European Wax Center, Inc. (or a successor thereto) is a member,
where appropriate.


 


“Corporate Taxpayer Return”
means the U.S. federal and/or state and/or local Tax Return, as applicable, of the Corporate Taxpayer filed with respect to Taxes of any
Taxable Year.


 


“Covered Person” has the meaning
set forth in Section 7.14 of this Agreement.


 


“Cumulative Net Realized Tax Benefit”
for a Taxable Year means the cumulative amount of Realized Tax Benefits for all Taxable Years of the Corporate Taxpayer, up to and including
such Taxable Year, net of the cumulative amount of Realized Tax Detriment for the same period. The Realized Tax Benefit and Realized Tax
Detriment for each Taxable Year shall be determined based on the most recent Tax Benefit Schedules or Amended Schedules, if any, in existence
at the time of such calculation; provided, that, for the avoidance of doubt, the computation of the Cumulative Net Realized
Tax Benefit shall be adjusted to reflect any applicable Determination with respect to any Realized Tax Benefits and/or Realized Tax Detriments.


 


“Default Rate” means a per annum
rate of LIBOR plus 500 basis points.


 


“Determination” shall have the
meaning ascribed to such term in Section 1313(a) of the Code or similar provision of state, foreign or local Tax law, as applicable, or
any other event (including the execution of IRS Form 870-AD) that finally and conclusively establishes the amount of any liability for
Tax.


 


“Dispute” has the meaning set
forth in Section 7.8(a) of this Agreement.


 






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“Early Termination Date” means
the date of an Early Termination Notice for purposes of determining the Early Termination Payment.


 


“Early Termination Effective Date”
means the date on which an Early Termination Schedule becomes binding pursuant to Section 4.2.


 


“Early Termination Notice” has
the meaning set forth in Section 4.2 of this Agreement.


 


“Early Termination Payment”
has the meaning set forth in Section 4.3(b) of this Agreement.


 


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


 


“Early Termination Schedule”
has the meaning set forth in Section 4.2 of this Agreement.


 


“Exchange” has the meaning set
forth in the Recitals of this Agreement.


 


“Exchange Agreement” means the
Exchange Agreement, dated on or about the date hereof, between the Corporate Taxpayer, OpCo and the holders of Units from time to time
party thereto, as amended from time to time.


 


“Exchange Date” means the date
of any Exchange.


 


“Exchanging Holder” has the
meaning set forth in the Recitals of this Agreement.


 


“Expert” has the meaning set
forth in Section 7.9 of this Agreement.


 


“Future TRAs” has the meaning
set forth in Section 5.1 of this Agreement.


 


“GA Blocker” means General Atlantic
AIV (EW) Blocker, LLC.


 


“GAPCO Blocker” means GAPCO
AIV Blocker (EW), LLC.


 


“General Atlantic Funds” means,
individually or collectively, any investment fund, co-investment vehicles and/or other similar vehicles or accounts, in each case managed
by an Affiliate of General Atlantic, or any of their respective successors.


 


“Hypothetical Tax
Liability” means, with respect to any Taxable Year, the sum of (i) the sum of (A) the liability for U.S. federal
income Taxes of the Corporate Taxpayer and (B) without duplication, the portion of any liability for U.S. federal income Taxes
imposed directly on OpCo (and OpCo’s applicable subsidiaries) under Section 6225 or any similar provision of the Code that is
allocable to the Corporate Taxpayer under Section 704 of the Code, in each case, (a) using the same methods, elections, conventions
and similar practices used on the relevant IRS Form 1120 (or any successor form) and (b) calculating the amount in clause (A) by
treating the Corporate Taxpayer as having only paid an amount of state and local Taxes equal to the amount in prong (ii)
of this definition (rather than any amount of state, local and foreign tax liabilities paid) for such Taxable Year to the extent
state and local taxes are deductible for the applicable entity, and (ii) the product of the U.S. federal taxable income (calculated
assuming that state and local taxes are not deductible) for such taxable year reported on the Corporate Taxpayer’s IRS Form
1120 (or any successor form) and the Blended Rate, but, in the determination of the liability in clauses (i) and (ii), above, (a)
without taking into account Pre-Merger NOLs, if any, (b) using the Non-Blocker Transferred Basis as reflected on the Basis
Schedule including amendments thereto for the Taxable Year, (c) using the Non-Stepped Up Tax Basis as reflected on the Basis
Schedule including amendments thereto for the Taxable Year, and (d) excluding any deduction attributable to Imputed Interest
attributable to any payment made under this Agreement for the Taxable Year. For the avoidance of doubt, Hypothetical Tax Liability
shall be determined without taking into account the carryover or carryback of any Tax item (or portions thereof) that is
attributable to a Tax Attribute as applicable. For the avoidance of doubt, the basis of the Reference Assets in the aggregate for
purposes of determining the Hypothetical Tax Liability can never be less than zero.


 






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“Imputed Interest” in respect
of a TRA Party shall mean any interest imputed under Sections 1272, 1274 or 483 or other provision of the Code and any similar provision
of state and local Tax law with respect to the Corporate Taxpayer’s payment obligations in respect of such TRA Party under this
Agreement.


 


“Interest Amount” has the meaning
set forth in Section 3.1(b) of this Agreement.


 


“IPO” means the initial public
offering of Class A Shares by the Corporate Taxpayer (including any greenshoe related to such initial public offering).


 


“IPO Date” means the initial
closing date of the IPO.


 


“IPO Exchange” has the meaning
set forth in the Recitals of this Agreement.


 


“IPO Units” means the Units
acquired by the PubCo with the net proceeds from the IPO (excluding any Units acquired in an Exchange).


 


“IRS” means the U.S. Internal
Revenue Service.


 


“LIBOR” means during any
period, an interest rate per annum equal to the one-year LIBOR reported, on the date two days prior to the first day of such period,
on the Telerate Page 3750 (or if such screen shall cease to be publicly available, as reported on Reuters Screen page
 “LIBOR01” or by any other publicly available source of such market rate) for London interbank offered rates for United
States dollar deposits for such period; provided, however, that if at any time a majority of the Corporate Taxpayer’s
then-outstanding loan and/or other agreements governing material secured, floating rate indebtedness discontinue the use of LIBOR in
determining pricing or interest rates and apply an alternative benchmark rate (such agreements that have discontinued the use of
LIBOR, the “Discontinued Agreements”), then, during any period, all references in this Agreement to LIBOR shall
automatically and without further action by any party refer to the sum of (1) the alternative benchmark rate applied in such period
in the majority of the Discontinued Agreements (the “Successor Benchmark”) and (2) the weighted average
mathematical spread adjustment (which may be zero, negative or positive and shall be determined based on the aggregate principal
amount of financing provided under each such Discontinued Agreement, whether utilized or unutilized at the time that Successor
Benchmark is adopted) applied to such Successor Benchmark in the Discontinued Agreements.


 






    8 


     


    

 


“Market Value” shall mean the
closing price of the Class A Shares on the applicable Exchange Date on the national securities exchange or interdealer quotation system
on which such Class A Shares are then traded or listed, as reported by the Wall Street Journal; provided, that if the
closing price is not reported by the Wall Street Journal for the applicable Exchange Date, then the Market Value shall mean the
closing price of the Class A Shares on the Business Day immediately preceding such Exchange Date on the national securities exchange or
interdealer quotation system on which such Class A Shares are then traded or listed, as reported by the Wall Street Journal;
provided, further, that if the Class A Shares are not then listed on a national securities exchange or interdealer quotation
system, “Market Value” shall mean the cash consideration paid for Class A Shares, or the fair market value of the other property
delivered for Class A Shares, as determined by the Board in good faith. Notwithstanding anything to the contrary in the above sentence,
to the extent property is exchanged for cash in a transaction, the Market Value shall be determined by reference to the amount of cash
transferred in such transaction.


 


“Material Objection Notice”
has the meaning set forth in Section 4.2 of this Agreement.


 


“Merger 1” has the meaning set
forth in the Recitals of this Agreement.


 


“Merger 2” has the meaning set
forth in the Recitals of this Agreement.


 


“Mergers” has the meaning set
forth in the Recitals of this Agreement.


 


“Net Tax Benefit” has the meaning
set forth in Section 3.1(b) of this Agreement.


 


“Non-Blocker Transferred Basis”
means, with respect to any Reference Asset that is amortizable under Section 197 of the Code or that is otherwise amortizable or depreciable
for United States federal income tax purposes at the time of the Mergers, the tax basis that such Reference Asset would have had if the
Blocker Transferred Basis at the time of the Mergers was equal to zero.


 


“Non-Stepped Up Tax Basis” means,
with respect to any Reference Asset at the time of an Exchange, the tax basis that such asset would have had at such time if no Basis
Adjustments had been made and the Common Basis in any Reference Assets that is amortizable under Section 197 of the Code or that is otherwise
amortizable or depreciable for United States federal income tax purposes was equal to zero.


 


“Objection Notice” has the meaning
set forth in Section 2.3(a) of this Agreement.


 


“OpCo” means EWC Ventures, LLC,
a Delaware limited liability company.


 


“OpCo Agreement” means the Fifth
Amended and Restated Limited Liability Company Agreement of OpCo, dated on or about the date hereof, as such agreement may be further
amended, restated, supplemented and/or otherwise modified from time to time.


 






    9 


     


    

 





“Payment Date” means any date
on which a payment is required to be made pursuant to this Agreement.


 


“Person” means any individual,
corporation, firm, partnership, joint venture, limited liability company, estate, trust, business association, organization, governmental
entity or other entity.


 


“Pre-Exchange Transfer” means
any transfer (including upon the death of an Unit Holder) or distribution in respect of one or more Units (or any predecessor to such
Units) (i) that occurs prior to an Exchange of such Units, and (ii) to which Section 734(b) or 743(b) of the Code applies.


 


“Pre-Merger NOLs” means, without
duplication, the net operating losses, capital losses, research and development credits, excess Section 163(j) limitation carryforwards,
charitable deductions, foreign Tax credits and any Tax attributes subject to carryforward under Section 381 of the Code that the Corporate
Taxpayer is entitled to utilize as a result of the Blockers’ participation in the Mergers that relate to periods (or portions thereof)
prior to the Mergers; provided, however, that in order to determine whether any such Tax attribute is a Pre-Merger
NOL, the Taxable Year of the Corporate Taxpayer that includes the effective date of the Mergers shall be deemed to end as of the close
of such effective date. Notwithstanding the foregoing, the term “Pre-Merger NOL” shall not include any Tax attribute of a
Blocker that is used to offset Taxes of such Blocker, if such offset Taxes are attributable to taxable periods (or portion thereof) ending
on or prior to the date of the Mergers.


 


“PubCo” has the meaning set
forth in the Preamble to this Agreement.


 


“Realized Tax Benefit” means,
for a Taxable Year, the excess, if any, of the Hypothetical Tax Liability over the Actual Tax Liability. If all or a portion of the Actual
Tax Liability for the Taxable Year arises as a result of an audit by a Taxing Authority of any Taxable Year, such liability shall not
be included in determining the Realized Tax Benefit unless and until there has been a Determination.


 


“Realized Tax Detriment” means,
for a Taxable Year, the excess, if any, of the Actual Tax Liability over the Hypothetical Tax Liability. If all or a portion of the Actual
Tax Liability for the Taxable Year arises as a result of an audit by a Taxing Authority of any Taxable Year, such liability shall not
be included in determining the Realized Tax Detriment unless and until there has been a Determination.


 


“Reconciliation Dispute” has
the meaning set forth in Section 7.9 of this Agreement.


 


“Reconciliation Procedures”
has the meaning set forth in Section 2.3(a) of this Agreement.


 


“Reference Asset” means an
asset that is held by OpCo, or by any of its direct or indirect Subsidiaries treated as a partnership or disregarded entity (but
only if such indirect Subsidiaries are held only through Subsidiaries treated as partnerships or disregarded entities) for purposes
of the applicable Tax, at the time of the Mergers, the IPO, the IPO Exchange or an Exchange, as relevant. A Reference Asset also
includes any asset that is “substituted basis property” under Section 7701(a)(42) of the Code with respect to a
Reference Asset.


 






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“Schedule” means any of the
following: (i) a Basis Schedule; (ii) a Tax Benefit Schedule; or (iii) the Early Termination Schedule.


 


“Section 734(b) Exchange” means
any Exchange that results in a Basis Adjustment under Section 734(b) of the Code.


 


“Senior Obligations” has the
meaning set forth in Section 5.1 of this Agreement.


 


“Subsidiaries” means, with respect
to any Person, as of any date of determination, any other Person as to which such Person, owns, directly or indirectly, or otherwise controls
more than 50% of the voting power or other similar interests or the sole general partner interest or managing member or similar interest
of such Person.


 


“Tax Attributes” has the meaning
set forth in the Recitals of this Agreement.


 


“Tax Benefit Payment” has the
meaning set forth in Section 3.1(b) of this Agreement.


 


“Tax Benefit Schedule” has the
meaning set forth in Section 2.2(a) of this Agreement.


 


“Tax Return” means any return,
declaration, report or similar statement filed or required to be filed with respect to Taxes (including any attached schedules), including,
without limitation, any information return, claim for refund, amended return and declaration of estimated Tax.


 


“Taxable Year” means a taxable
year of the Corporate Taxpayer as defined in Section 441(b) of the Code or comparable section of state or local Tax law, as applicable
(and, therefore, for the avoidance of doubt, may include a period of less than twelve (12) months for which a Tax Return is made), ending
on or after the IPO Date.


 


“Taxes” means any and all U.S.
federal, state, local and foreign taxes, assessments or similar charges that are based on or measured with respect to net income or profits,
and any interest related to such Tax.


 


“Taxing Authority” means any
domestic, federal, national, state, county or municipal or other local government, any subdivision, agency, commission or authority thereof,
or any quasi-governmental body exercising any taxing authority or any other authority exercising Tax regulatory authority.


 


“Threshold Exchange Units” has
the meaning set forth in Section 3.6 of this Agreement.


 


“TRA Party” has the meaning
set forth in the Preamble to this Agreement.


 


“TRA Party Representative” means,
General Atlantic Partners AIV (EW), LP, a Delaware limited partnership.


 









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“Treasury Regulations” means
the final, temporary and proposed regulations under the Code promulgated from time to time (including corresponding provisions and succeeding
provisions) as in effect for the relevant taxable period.


 


“Unit Holder” means holders
of Units other than the Corporate Taxpayer.


 


“Units” has the meaning set
forth in the Recitals of this Agreement.


 


“Unvested Units” has the meaning
set forth in the OpCo Agreement.


 


“Valuation Assumptions” shall
mean, as of an Early Termination Date, the assumptions that in each Taxable Year ending on or after such Early Termination Date, (1) the
Corporate Taxpayer will have taxable income sufficient to fully utilize (i) the Tax items arising from the Tax Attributes during such
Taxable Year or future Taxable Years (including, for the avoidance of doubt, Basis Adjustments and Imputed Interest that would result
from future payments made under this Agreement that would be paid in accordance with the Valuation Assumptions) in which such deductions
would become available, and (ii) any Pre-Merger NOLs or loss carryovers generated by deductions arising from any Tax Attributes or Imputed
Interest that are available as of the date of such Early Termination Date, (2) the U.S. federal income tax rates and state, local,
and non-U.S. income tax rates for each such Taxable Year will be those specified for each such Taxable Year by the Code and other law
as in effect on the date of the Early Termination Payment and the Blended Rate will be calculated based on such rates and the apportionment
factors applicable in the most recently ended Taxable Year, except to the extent any change to such Tax rates for such Taxable Year have
already been enacted into law, (3) any non-amortizable assets will be disposed of on the fifteenth (15th) anniversary of the applicable
Exchange and any cash equivalents will be disposed of twelve (12) months following the Early Termination Date; provided, that
in the event of a Change of Control, such non-amortizable assets shall be deemed disposed of at the time of sale (if applicable) of the
relevant asset in the Change of Control (if earlier than such fifteenth (15th) anniversary) (4) any payment obligations pursuant to this
Agreement will be satisfied on the date that any Tax Return to which such payment obligation relates is required to be filed excluding
any extensions and (5) if, at the Early Termination Date, there are Units that have not been Exchanged, then each such Unit, shall be
deemed Exchanged for the Market Value of the Class A Shares and the amount of cash that would be transferred if the Exchange occurred
on the Early Termination Date (and therefore, for the avoidance of doubt any outstanding Threshold Exchange Units held by a Unitholder
shall also be deemed Exchanged on the Early Termination Date).


 


“Vested Units” has the meaning
set forth in the OpCo Agreement.


 


ARTICLE II



DETERMINATION OF CERTAIN REALIZED TAX BENEFIT


 


Section 2.1.          Basis
Schedule. Within one hundred and twenty (120) calendar days after the due date (including extensions) of IRS Form 1120 (or any
successor form) of the Corporate Taxpayer for each relevant Taxable Year, the Corporate Taxpayer shall deliver to each TRA Party and
to the TRA Party Representative a schedule (the “Basis Schedule”) that shows, in reasonable detail necessary to
perform the calculations required by this Agreement, (i) the Blocker Transferred Basis of the Reference Assets in respect of such
TRA Party, if any, (ii) the Basis Adjustment with respect to the Reference Assets in respect of such TRA Party as a result of the
Exchanges effected in such Taxable Year or any prior Taxable Year by such TRA Party, if any, calculated in the aggregate, (iii) the
Non-Stepped Up Tax Basis of the Reference Assets in respect of such TRA Party as of each applicable Exchange Date, if any, (iv) the
period (or periods) over which the Reference Assets in respect of such TRA Party are amortizable and/or depreciable and (vii) the
period (or periods) over which the Blocker Transferred Basis, and each Basis Adjustment in respect of such TRA Party is amortizable
and/or depreciable. All costs and expenses incurred in connection with the provision and preparation of the Basis Schedules and Tax
Benefit Schedules for each TRA Party in compliance with this Agreement shall be borne by OpCo.


 






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Section 2.2.         
Tax Benefit Schedule.


 


(a)         
Tax Benefit Schedule. Within one hundred and twenty (120) calendar days after the due date (including extensions) of IRS
Form 1120 (or any successor form) of the Corporate Taxpayer for any Taxable Year in which there is a Realized Tax Benefit or a Realized
Tax Detriment Attributable to a TRA Party, the Corporate Taxpayer shall provide to such TRA Party and to the TRA Party Representative
a schedule showing, in reasonable detail, the calculation of the Realized Tax Benefit and Tax Benefit Payment or the Realized Tax Detriment,
as applicable, in respect of such TRA Party for such Taxable Year (a “Tax Benefit Schedule”). Each Tax Benefit Schedule
will become final as provided in Section 2.3(a) and may be amended as provided in Section 2.3(b) (subject to the procedures set forth
in Section 2.3(b)).


 


(b)         
Applicable Principles.


 


(i)                
General. Subject to Section 3.3, the Realized Tax Benefit (or the Realized Tax Detriment) for each Taxable Year is intended
to measure the decrease (or increase) in the actual liability for Taxes of the Corporate Taxpayer for such Taxable Year attributable to
the Tax Attributes, determined using a “with and without” methodology. Carryovers or carrybacks of any Tax item attributable
to any of the Tax Attributes shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate
provisions of U.S. state and local income and franchise Tax law, as applicable, governing the use, limitation and expiration of carryovers
or carrybacks of the relevant type. If a carryover or carryback of any Tax item includes a portion that is attributable to any Tax Attribute
and another portion that is not, such portions shall be considered to be used in accordance with the “with and without” methodology.
The parties agree that (A) all Tax Benefit Payments (other than Imputed Interest thereon) attributable to Blocker Transferred Basis or
Pre-Merger NOLs will be treated as non-qualifying property or money for purposes of Sections 351 or 356 of the Code received in the Mergers,
(B) as a result, any additional Basis Adjustments will be incorporated into the calculation for the year in which the applicable Tax Benefits
Payments are paid and into future year calculations, as appropriate, and (C) the Actual Tax Liability will take into account the deduction
of the portion of the Tax Benefit Payment that must be accounted for as Imputed Interest.


 









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(ii)             
 Applicable Principles of Section 734(b) Exchanges. Notwithstanding any provisions to the contrary in this Agreement, the
foregoing treatment set out in Section 2.3(b)(i) shall not be required to apply to payments hereunder to an Exchanging Holder in respect
of a Section 734(b) Exchange by such Exchanging Holder. For the avoidance of doubt, payments made under this Agreement relating to a Section
734(b) Exchange shall not be treated as resulting in a Basis Adjustment to the extent such payments are treated as Imputed Interest. The
parties intend that (A) an Exchanging Holder that has made a Section 734(b) Exchange shall, with respect to the Basis Adjustment resulting
from such Section 734(b) Exchange or any payments hereunder in respect of such Section 734(b) Exchange, be entitled to Tax Benefit Payments
attributable to such Basis Adjustments only to the extent such Basis Adjustments are allocable to the Corporate Taxpayer following such
Section 734(b) Exchange (without taking into account any concurrent or subsequent Exchanges) and (B) if, as a result of a subsequent Exchange,
an increased portion of the Basis Adjustments resulting from such Section 734(b) Exchange or any payments hereunder in respect of such
Section 734(b) Exchange becomes allocable to the Corporate Taxpayer, then the Unit Holder that makes such subsequent Exchange shall be
entitled to a Tax Benefit Payment calculated in respect of such increased portion.


 


(iii)              
Applicable Principles for Blocker Transferred Basis. For the avoidance of doubt, the Realized Tax Benefit (or the Realized
Tax Detriment) attributable to the Blocker Transferred Basis is intended to represent the decrease (or increase) in the actual liability
for Taxes of the Corporate Taxpayer for such Taxable Year attributable to the Tax deductions resulting from the tax basis of the Reference
Assets measured at the time of the IPO based on the Blocker Shareholders’ proportionate ownership of the total equity interests
of the Blockers and such Blockers’ relative pro rata share in accordance with Units held immediately prior to the Mergers.


 


Section 2.3.         
Procedures, Amendments.


 


(a)          Procedure.
Every time the Corporate Taxpayer delivers to a TRA Party and to the TRA Party Representative an applicable Schedule under this
Agreement, including any Amended Schedule, the Corporate Taxpayer shall also (x) deliver to such TRA Party and to the TRA Party
Representative supporting schedules and work papers, as determined by the Corporate Taxpayer or as reasonably requested by such TRA
Party or the TRA Party Representative, providing reasonable detail regarding data and calculations that were relevant for purposes
of preparing such Schedule and (y) allow such TRA Party or the TRA Party Representative reasonable access at no cost to the
appropriate representatives at the Corporate Taxpayer, as determined by the Corporate Taxpayer or as reasonably requested by such
TRA Party or TRA Party Representative, in connection with a review of such Schedule. Without limiting the generality of the
preceding sentence, the Corporate Taxpayer shall ensure that any Tax Benefit Schedule that is delivered to a TRA Party and to the
TRA Party Representative, along with any supporting schedules and work papers, provides a reasonably detailed presentation of the
calculation of the Actual Tax Liability and the Hypothetical Tax Liability and identifies any material assumptions or operating
procedures or principles that were used for purposes of such calculations. An applicable Schedule or amendment thereto shall become
final and binding on all parties thirty (30) calendar days from the date on which all relevant TRA Parties are treated as having
received the applicable Schedule or amendment thereto under Section 7.1 unless the TRA Party Representative (i) within thirty (30)
calendar days from such date provides the Corporate Taxpayer with written notice of a material objection to such Schedule
(“Objection Notice”) made in good faith or (ii) provides a written waiver of such right of any Objection Notice
within the period described in clause (i) above, in which case such Schedule or amendment thereto becomes binding on the date the
waiver is received by the Corporate Taxpayer. If the Corporate Taxpayer and the TRA Party Representative, for any reason, are unable
to successfully resolve the issues raised in the Objection Notice within thirty (30) calendar days after receipt by the Corporate
Taxpayer of an Objection Notice, the Corporate Taxpayer and the TRA Party Representative shall employ the reconciliation procedures
as described in Section 7.9 of this Agreement (the “Reconciliation Procedures”).


 






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(b)              
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer
(i) in connection with a Determination affecting such Schedule, (ii) to correct inaccuracies in the Schedule identified as a result of
the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to a TRA Party, (iii)
to comply with an Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit,
or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax item to such Taxable
Year, (v) to reflect a change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended
Tax Return filed for such Taxable Year or (vi) to adjust an applicable TRA Party’s Basis Schedule to take into account payments
made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an
Amended Schedule to each TRA Party and to the TRA Party Representative within ninety (90) calendar days of the occurrence of an event
referenced in clauses (i) through (vi) of the preceding sentence.


 


ARTICLE III



TAX BENEFIT PAYMENTS


 


Section 3.1.         
Payments.


 


(a)         
Payments. Within five (5) calendar days after a Tax Benefit Schedule delivered to a TRA Party becomes final in accordance
with Section 2.3(a) and Section 7.9, if applicable, the Corporate Taxpayer shall pay such TRA Party for such Taxable Year the Tax Benefit
Payment determined pursuant to Section 3.1(b) that is Attributable to the relevant TRA Party. Each such Tax Benefit Payment shall be
made by wire transfer of immediately available funds to the bank account previously designated by such TRA Party to the Corporate Taxpayer
or as otherwise agreed by the Corporate Taxpayer and such TRA Party. For the avoidance of doubt, (x) no Tax Benefit Payment shall be
made in respect of estimated Tax payments, including, without limitation, U.S. federal estimated income Tax payments and (y) the payments
provided for pursuant to the above sentence shall be computed separately for each TRA Party. Notwithstanding anything to the contrary
in this Agreement, with respect to each Exchange by or with respect to any TRA Party, if such TRA Party notifies the Corporate Taxpayer
in writing of a stated maximum selling price (within the meaning of Treasury Regulations Section 15A.453-1(c)(2)), then the amount of
the consideration received in connection with such Exchange and the aggregate Tax Benefit Payments to such TRA Party in respect of such
Exchange (other than amounts accounted for as interest under the Code) shall not exceed such stated maximum selling price.


 






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(b)         
A “Tax Benefit Payment” in respect of a TRA Party for a Taxable Year means an amount, not less than zero, equal
to the Net Tax Benefit that is Attributable to such TRA Party and the Interest Amount with respect thereto. For the avoidance of doubt,
for Tax purposes, a portion of the Interest Amount shall be treated as interest pursuant to Section 483 of the Code and a portion of the
Interest Amount shall be treated as additional consideration in the applicable transaction, unless otherwise required by law. Subject
to Section 3.3, the “Net Tax Benefit” for a Taxable Year shall be an amount equal to the excess, if any, of 85% of
the Cumulative Net Realized Tax Benefit as of the end of such Taxable Year, over the total amount of payments previously made under the
first sentence of Section 3.1(a) (excluding payments attributable to Interest Amounts); provided, for the avoidance of doubt, that
no such recipient shall be required to return any portion of any previously made Tax Benefit Payment. The “Interest Amount”
shall equal the interest on the Net Tax Benefit calculated at the Agreed Rate from the due date (without extensions) for filing IRS Form
1120 (or any successor form) of the Corporate Taxpayer with respect to Taxes for such Taxable Year until the payment date under Section
3.1(a).


 


Section 3.2.         
No Duplicative Payments. It is intended that the provisions of this Agreement will not result in duplicative payment of
any amount (including interest) required under this Agreement. The provisions of this Agreement shall be construed in the appropriate
manner to ensure such intentions are realized.


 


Section 3.3.          Pro
Rata Payments. Notwithstanding anything in Section 3.1 to the contrary, to the extent that the aggregate Realized Tax Benefit of
the Corporate Taxpayer with respect to the Tax Attributes is limited in a particular Taxable Year because the Corporate Taxpayer
does not have sufficient taxable income, the Net Tax Benefit for that Taxable Year shall be allocated among all parties
then-eligible to receive Tax Benefit Payments under this Agreement in proportion to the amounts of Net Tax Benefit for that Taxable
Year, respectively, that would have been Attributable to each TRA Party if the Corporate Taxpayer had sufficient taxable income so
that there were no such limitation; provided, that, for the avoidance of doubt, for purposes of allocating among the TRA Parties the
aggregate Net Tax Benefit with respect to any Taxable Year, the operation of this Section 3.3 with respect to any prior Taxable
Years shall be taken into account so as to eliminate as quickly as possible, proportionately, the difference with respect to each
TRA Party between (i) the aggregate Net Tax Benefit that would be Attributable to such TRA Party under Section 3.1(b) with respect
to each such Taxable Year (on a cumulative basis) if the Corporate Taxpayer had sufficient taxable income so that there were no
limitation under this clause (a) and (ii) the actual aggregate Net Tax Benefit deemed Attributable to such TRA Party under Section
3.1(b) with respect to each such Taxable Year (on a cumulative basis) by operation of this clause (a). Consistent with the
foregoing, the Tax Benefit Schedule for a given Taxable Year shall reflect the operation of this Section 3.3 in respect of previous
Taxable Years, with Pre-Merger NOLs, Blocker Transferred Basis,  Basis Adjustments and Imputed Interest described in such Tax
Benefit Schedule that are attributable to a TRA Party being adjusted to reflect payments received in respect of such Pre-Merger
NOLs, Blocker Transferred Basis,  Basis Adjustments and Imputed Interest (the intention of the parties being to avoid
duplicative payments and maintain records sufficient to allow the Corporate Taxpayer to allocate Tax Benefit Payments consistent
with the terms of this Section 3.3). For the avoidance of doubt, the determination of whether Tax Benefit Payments are held-back
pursuant to Section 3.6, shall not be relevant in the determination of whether a Net Tax Benefit is eligible to be allocated to the
relevant TRA Party for purposes of this Section 3.3.


 






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Section 3.4.         
Payment Ordering. If for any reason the Corporate Taxpayer does not fully satisfy its payment obligations to make all Tax
Benefit Payments due under this Agreement in respect of a particular Taxable Year, then the Corporate Taxpayer and the TRA Parties agree
that (i) Tax Benefit Payments for such Taxable Year shall be allocated to all parties eligible to receive Tax Benefit Payments under
this Agreement in such Taxable Year in proportion to the amounts of Tax Benefit Payments, respectively, that would have been made to
each TRA Party if the Corporate Taxpayer had sufficient cash available to make such Tax Benefit Payments and (ii) no Tax Benefit Payments
shall be made in respect of any Taxable Year until all Tax Benefit Payments to all TRA Parties in respect of all prior Taxable Years
have been made in full; provided, however, that any payments that were previously held by the Corporate Taxpayer on
behalf of a TRA Party and have now become due and payable pursuant to Section 3.5 or Section 3.6 shall be made prior to any other Tax
Benefit Payments.


 


ARTICLE IV



TERMINATION


 


Section 4.1.         
Early Termination of Agreement; Breach of Agreement.


 


(a)         
The Corporate Taxpayer may terminate this Agreement with respect to all amounts payable to the TRA Parties and with respect to
all of the Units held by the TRA Parties at any time by paying to each TRA Party the Early Termination Payment in respect of such TRA
Party; provided, however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment
by all TRA Parties, and provided, further, that the Corporate Taxpayer may withdraw any notice to execute its termination
rights under this Section 4.1(a) prior to the time at which any Early Termination Payment has been paid. Upon payment of the Early Termination
Payment in respect of each TRA Party by the Corporate Taxpayer the Corporate Taxpayer shall have no further payment obligations under
this Agreement, other than for any (a) Tax Benefit Payments due and payable and that remain unpaid as of the Early Termination Notice
and (b) Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the
extent that the amount described in clause (b) is included in the Early Termination Payment). If an Exchange occurs after the Corporate
Taxpayer makes all of the required Early Termination Payments, the Corporate Taxpayer shall have no obligations under this Agreement with
respect to such Exchange.


 


(b)          In
the event that the Corporate Taxpayer (1) breaches any of its material obligations under this Agreement, whether as a result of
failure to make any payment when due, failure to honor any other material obligation required hereunder or by operation of law as a
result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwise or (2)(A) shall commence any
case, proceeding or other action (i) under any existing or future law of any jurisdiction, domestic or foreign, relating to
bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or
seeking to adjudicate a bankruptcy or insolvency, or seeking reorganization, arrangement, adjustment, winding-up, liquidation,
dissolution, composition or other relief with respect to it or its debts or (ii) seeking an appointment of a receiver, trustee,
custodian, conservator or other similar official for it or for all or any substantial part of its assets, or it shall make a general
assignment for the benefit of creditors or (B) there shall be commenced against the Corporate Taxpayer any case, proceeding or other
action of the nature referred to in clause (A) above that remains undismissed or undischarged for a period of sixty (60) calendar
days, unless otherwise waived or directed in writing by the TRA Party Representative, all obligations hereunder shall be
automatically accelerated and shall be immediately due and payable, and such obligations shall be calculated as if an Early
Termination Notice had been delivered on the date of such breach and shall include, but not be limited to, (x) the Early Termination
Payments calculated as if an Early Termination Notice had been delivered on the date of a breach, (y) any Tax Benefit Payment
due and payable and that remains unpaid as of the date of a breach, and (z) any Tax Benefit Payment in respect of any TRA Party due
for the Taxable Year ending with or including the date of a breach; provided, that procedures similar to the procedures
of Section 4.2 shall apply with respect to the determination of the amount payable by the Corporate Taxpayer pursuant to this
sentence. Notwithstanding the foregoing, in the event that the Corporate Taxpayer breaches this Agreement, to the fullest extent
permitted by applicable law, each TRA Party shall be entitled to elect to receive the amounts set forth in clauses (x), (y) and (z)
above or to seek specific performance of the terms hereof. The parties agree that the failure to make any payment due pursuant to
this Agreement within three (3) months of the date such payment is due shall be deemed to be a breach of a material obligation under
this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation under
this Agreement to make a payment due pursuant to this Agreement within three (3) months of the date such payment is due.
Notwithstanding anything in this Agreement to the contrary, it shall not be a breach of a material obligation of this Agreement if
the Corporate Taxpayer fails to make any Tax Benefit Payment when due to the extent that the Corporate Taxpayer has insufficient
funds to make such payment; provided, that the interest provisions of Section 5.2 shall apply to such late payment
(unless the Corporate Taxpayer does not have sufficient funds to make such payment as a result of limitations imposed by any Senior
Obligations, in which case Section 5.2 shall apply, but the Default Rate shall be replaced by the Agreed Rate).


 






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(c)         
In the event of a Change of Control, unless otherwise waived in writing by the TRA Party Representative, all obligations hereunder
shall be accelerated and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of such
Change of Control and utilizing the Valuation Assumptions by substituting in each case the terms “the closing date of a Change of
Control” in each place where the phrase “Early Termination Date” appears. Such obligations shall include (1) the Early
Termination Payments calculated as if the Early Termination Date is the date of such Change of Control, (2) any Tax Benefit Payment due
and payable and that remains unpaid as of the date of such Change of Control, and (3) any Tax Benefit Payment in respect of any TRA Party
due for any Taxable Year ending prior to, with or including the date of such Change of Control (except to the extent any amounts described
in clause (2) or (3) are included in the Early Termination Payment). For the avoidance of doubt, Sections 4.2 and 4.3 shall apply to a
Change of Control, mutatis mutandis.


 


Section 4.2.         
Early Termination Notice. If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1(a)
above, the Corporate Taxpayer shall deliver to each TRA Party and to the TRA Party Representative notice of such intention to exercise
such right (“Early Termination Notice”) and a schedule (the “Early Termination Schedule”) specifying
the Corporate Taxpayer’s intention to exercise such right under either clause (i) or (ii) thereof and showing in reasonable detail
the calculation of the Early Termination Payment(s) due for each relevant TRA Party. Each Early Termination Schedule shall become final
and binding on all parties thirty (30) calendar days from the first date on which the TRA Party Representative is treated as having received
such Schedule or amendment thereto under Section 7.1 unless the TRA Party Representative (i) within thirty (30) calendar days after such
date provides the Corporate Taxpayer with notice of a material objection to such Schedule made in good faith (“Material Objection
Notice”) or (ii) provides a written waiver of such right of a Material Objection Notice within the period described in clause
(i) above, in which case such Schedule becomes binding on the date the waiver is received by the Corporate Taxpayer. If the Corporate
Taxpayer and the TRA Party Representative, for any reason, are unable to successfully resolve the issues raised in such notice within
thirty (30) calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the TRA
Party Representative shall employ the Reconciliation Procedures in which case such Schedule becomes binding ten (10) calendar days after
the conclusion of the Reconciliation Procedures.


 






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Section 4.3.         
Payment upon Early Termination.


 


(a)         
Within three (3) calendar days after an Early Termination Effective Date, the Corporate Taxpayer shall pay to each relevant TRA
Party an amount equal to the Early Termination Payment in respect of such TRA Party. Such payment shall be made by wire transfer of immediately
available funds to a bank account or accounts designated by such TRA Party or as otherwise agreed by the Corporate Taxpayer and such TRA
Party or, in the absence of such designation or agreement, by check mailed to the last mailing address provided by such TRA Party to the
Corporate Taxpayer.


 


(b)         
“Early Termination Payment” in respect of a TRA Party shall equal the present value, discounted at the Early
Termination Rate as of the applicable Early Termination Effective Date, of all Tax Benefit Payments in respect of such TRA Party that
would be required to be paid by the Corporate Taxpayer beginning from the Early Termination Date and assuming that the Valuation Assumptions
in respect of such TRA Party are applied.


 


ARTICLE V



SUBORDINATION AND LATE PAYMENTS


 


Section 5.1.          Subordination.
Notwithstanding any other provision of this Agreement to the contrary, any Tax Benefit Payment required to be made by the Corporate
Taxpayer to the TRA Parties under this Agreement shall rank subordinate and junior in right of payment to any principal, interest or
other amounts due and payable in respect of any obligations in respect of indebtedness for borrowed money of the Corporate Taxpayer
and its Subsidiaries (“Senior Obligations”) and shall rank pari passu in right of payment with all current
or future unsecured obligations of the Corporate Taxpayer that are not Senior Obligations. To the extent that any payment under this
Agreement is not permitted to be made at the time payment is due as a result of this Section 5.1 and the terms of agreements
governing Senior Obligations, such payment obligation nevertheless shall accrue for the benefit of TRA Parties and the Corporate
Taxpayer shall make such payments at the first opportunity that such payments are permitted to be made in accordance with the terms
of the Senior Obligations. Notwithstanding any other provision of this Agreement to the contrary, to the extent that the Corporate
Taxpayer or any of its Affiliates enters into future Tax receivable or other similar agreements (“Future TRAs”),
the Corporate Taxpayer shall ensure that the terms of any such Future TRA shall provide that the Tax Attributes subject to this
Agreement are considered senior in priority to any Tax attributes subject to any such Future TRA for purposes of calculating the
amount and timing of payments under any such Future TRA. The Corporate Taxpayer shall use commercially reasonable efforts not to
enter into any agreement if a principal purpose of such agreement is to restrict in any material respect the amounts payable
hereunder.


 






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Section 5.2.         
Late Payments by the Corporate Taxpayer. Subject to the proviso in the last sentence of Section 4.1(b), the amount of all
or any portion of any Tax Benefit Payment or Early Termination Payment not made to the TRA Parties when due under the terms of this Agreement,
whether as a result of Section 5.1 or otherwise, shall be payable together with any interest thereon, computed at the Default Rate and
commencing from the date on which such Tax Benefit Payment or Early Termination Payment was first due and payable to the date of actual
payment.


 


ARTICLE VI



NO DISPUTES; CONSISTENCY; COOPERATION


 


Section 6.1.         
Participation in the Corporate Taxpayer’s and OpCo’s Tax Matters. Except as otherwise provided herein, and except
as provided in the OpCo Agreement, the Corporate Taxpayer shall have full responsibility for, and sole discretion over, all Tax matters
concerning the Corporate Taxpayer and OpCo, including without limitation the preparation, filing or amending of any Tax Return and defending,
contesting or settling any issue pertaining to Taxes. Notwithstanding the foregoing, the Corporate Taxpayer shall notify the TRA Party
Representative of, and keep the TRA Party Representative reasonably informed with respect to, the portion of any audit of the Corporate
Taxpayer and OpCo by a Taxing Authority the outcome of which is reasonably expected to materially affect the rights and obligations of
a TRA Party under this Agreement, and shall provide to the TRA Party Representative reasonable opportunity to provide information and
other input to the Corporate Taxpayer, OpCo and their respective advisors concerning the conduct of any such portion of such audit;
provided, however, that the Corporate Taxpayer and OpCo shall not be required to take any action that is inconsistent with
any provision of the OpCo Agreement; provided, further, that the Corporate Taxpayer shall not settle or fail to contest
any issue pertaining to Taxes or Tax matters where such settlement or failure to contest would reasonably be expected to materially adversely
affect the TRA Parties’ rights and obligations under this Agreement without the written consent of the TRA Party Representative,
such consent not to be unreasonably withheld, conditioned, or delayed.


 


Section 6.2.          Consistency.
The Corporate Taxpayer and the TRA Parties agree to report and cause to be reported for all purposes, including U.S. federal, state
and local Tax purposes and financial reporting purposes, all Tax-related items (including, without limitation, the Basis Adjustments
and each Tax Benefit Payment) in a manner consistent with that contemplated by this Agreement or specified by the Corporate Taxpayer
in any Schedule required to be provided by or on behalf of the Corporate Taxpayer under this Agreement unless otherwise required by
law. Any dispute concerning such advice shall be subject to the terms of Section 7.9.


 






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Section 6.3.         
Cooperation. Each of the TRA Parties shall (a) furnish to the Corporate Taxpayer in a timely manner such information, documents
and other materials as the Corporate Taxpayer may reasonably request for purposes of making any determination or computation necessary
or appropriate under this Agreement, preparing any Tax Return or contesting or defending any audit, examination or controversy with any
Taxing Authority, (b) make itself available to the Corporate Taxpayer and its representatives to provide explanations of documents
and materials and such other information as the Corporate Taxpayer or its representatives may reasonably request in connection with any
of the matters described in clause (a) above, and (c) reasonably cooperate in connection with any such matter, and the Corporate Taxpayer
shall reimburse each such TRA Party for any reasonable and documented out-of-pocket costs and expenses incurred pursuant to this Section
6.3. Upon the request of any TRA Party, the Corporate Taxpayer shall cooperate in taking any action reasonably requested by such TRA Party
in connection with its tax or financial reporting and/or the consummation of any assignment or transfer of any of its rights and/or obligations
under this Agreement, including without limitation, providing any information or executing any documentation. The Corporate Taxpayer shall
not, without the prior written consent of the TRA Party Representative, take any action that has the primary purpose of circumventing
the achievement or attainment of any Tax Benefit Payment or Early Termination Payment under this Agreement.


 


ARTICLE VII



MISCELLANEOUS


 


Section 7.1.         
Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed
duly given and received (a) on the date of delivery if delivered personally, or by facsimile or email with confirmation of transmission
by the transmitting equipment or (b) on the first Business Day following the date of dispatch if delivered by a recognized next-day courier
service. All notices hereunder shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing
by the party to receive such notice:


 


If to the Corporate Taxpayer, to:


 


European Wax Center, Inc.

5830 Granite Parkway, 3rd Floor

Plano, Texas 75024


	 	Attention:	Gavin
    O’Conner, Chief Legal Officer




 


If to the TRA Parties, to the respective addresses, fax numbers
and email addresses set forth in the records of OpCo.


 





Any party may change its address, fax number or email by giving the
other party written notice of its new address, fax number or email in the manner set forth above.


 






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Section 7.2.         
Counterparts. This Agreement may be executed in one or more counterparts (including counterparts transmitted electronically in
portable document format (pdf)), all of which shall be considered one and the same agreement and shall become effective when one or more
counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not
sign the same counterpart. Delivery of an executed signature page to this Agreement by facsimile transmission shall be as effective as
delivery of a manually signed counterpart of this Agreement. Electronic signatures shall be a valid method of executing this Agreement.


 


Section 7.3.         
Entire Agreement; No Third Party Beneficiaries. This Agreement constitutes the entire agreement and supersedes all prior
agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. This Agreement shall
be binding upon and inure solely to the benefit of each party hereto and their respective successors and permitted assigns, and nothing
in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature
whatsoever under or by reason of this Agreement.


 


Section 7.4.         
Governing Law. The laws of the State of Delaware shall govern (a) all proceedings, claims or matters related to or arising from
this Agreement (including any tort or non-contractual claims) and (b) any questions concerning the construction, interpretation, validity
and enforceability of this Agreement, and the performance of the obligations imposed by this Agreement, in each case without giving effect
to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause
the application of the laws of any jurisdiction other than the State of Delaware.


 


Section 7.5.         
Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any law or
public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic
or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination
that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith
to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that
the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.


 


Section 7.6.         
Successors; Assignment; Amendments; Waivers.


 


(a)         
Each TRA Party may assign all or any portion of its rights under this Agreement to any Person as long as such transferee has executed
and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement, substantially in form of Exhibit
A hereto, agreeing to become a TRA Party for all purposes of this Agreement, except as otherwise provided in such joinder.


 




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(b)         
 No provision of this Agreement may be amended unless such amendment is approved in writing by each of the Corporate Taxpayer and by
the TRA Parties who would be entitled to receive at least two-thirds of the total amount of the Early Termination Payments payable to
all TRA Parties hereunder if the Corporate Taxpayer had exercised its right of early termination on the date of the most recent Exchange
prior to such amendment (excluding, for purposes of this sentence, all payments made to any TRA Party pursuant to this Agreement since
the date of such most recent Exchange); provided, that no such amendment shall be effective if such amendment will have a
disproportionate effect on the payments one or more TRA Parties receive under this Agreement unless such amendment is consented in writing
by such TRA Parties disproportionately affected who would be entitled to receive at least two-thirds of the total amount of the Early
Termination Payments payable to all TRA Parties disproportionately affected hereunder if the Corporate Taxpayer had exercised its right
of early termination on the date of the most recent Exchange prior to such amendment (excluding, for purposes of this sentence, all payments
made to any TRA Party pursuant to this Agreement since the date of such most recent Exchange). No provision of this Agreement may be
waived unless such waiver is in writing and signed by the party against whom the waiver is to be effective.


 


(c)         
All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the
parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporate Taxpayer
shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially
all of the business or assets of the Corporate Taxpayer, by written agreement, expressly to assume and agree to perform this Agreement
in the same manner and to the same extent that the Corporate Taxpayer would be required to perform if no such succession had taken place.


 


Section 7.7.         
Titles and Subtitles. The titles of the sections and subsections of this Agreement are for convenience of reference only and are
not to be considered in construing this Agreement.


 


Section 7.8.         
Resolution of Disputes.


 


(a)         
Any and all disputes which are not governed by Section 7.9 and cannot be settled amicably, including any ancillary claims of any party,
arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance
of this Agreement (including the validity, scope and enforceability of this arbitration provision) (each a “Dispute”)
shall be finally settled by arbitration conducted by a single arbitrator in the state of Delaware in accordance with the then-existing
Rules of Arbitration of the International Chamber of Commerce. If the parties to the Dispute fail to agree on the selection of an arbitrator
within thirty (30) calendar days of the receipt of the request for arbitration, the International Chamber of Commerce shall make the
appointment. The arbitrator shall be a lawyer admitted to the practice of law in the State of Delaware and shall conduct the proceedings
in the English language. Performance under this Agreement shall continue if reasonably possible during any arbitration proceedings.


 






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(b)        
Notwithstanding the provisions of paragraph (a), the Corporate Taxpayer may bring an action or special proceeding in any court of competent
jurisdiction for the purpose of compelling a party to arbitrate, seeking temporary or preliminary relief in aid of an arbitration hereunder,
and/or enforcing an arbitration award and, for the purposes of this paragraph (b), each TRA Party (i) expressly consents to the application
of paragraph (c) of this Section 7.8 to any such action or proceeding, (ii) agrees that proof shall not be required that monetary damages
for breach of the provisions of this Agreement would be difficult to calculate and that remedies at law would be inadequate, and (iii)
irrevocably appoints the Corporate Taxpayer as agent of such TRA Party for service of process in connection with any such action or proceeding
and agrees that service of process upon such agent, who shall promptly advise the TRA Party of any such service of process, shall be
deemed in every respect effective service of process upon the TRA Party in any such action or proceeding.


 


(c)         
(i) EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF COURTS LOCATED IN THE STATE OF DELAWARE FOR THE PURPOSE OF ANY JUDICIAL
PROCEEDING BROUGHT IN ACCORDANCE WITH THE PROVISIONS OF THIS SECTION 7.8, OR ANY JUDICIAL PROCEEDING ANCILLARY TO AN ARBITRATION OR CONTEMPLATED
ARBITRATION ARISING OUT OF OR RELATING TO OR CONCERNING THIS AGREEMENT. Such ancillary judicial proceedings include any suit, action
or proceeding to compel arbitration, to obtain temporary or preliminary judicial relief in aid of arbitration, or to confirm an arbitration
award. The parties acknowledge that the fora designated by this paragraph (c) have a reasonable relation to this Agreement, and to the
parties’ relationship with one another; and (ii) The parties hereby waive, to the fullest extent permitted by applicable law,
any objection which they now or hereafter may have to personal jurisdiction or to the laying of venue of any such ancillary suit, action
or proceeding brought in any court referred to in the preceding paragraph of this Section 7.8 and such parties agree not to plead or
claim the same.


 


Section 7.9.         
Reconciliation. In the event that the Corporate Taxpayer and the TRA Party Representative are unable to resolve a disagreement
with respect to the matters governed by Sections 2.3, 4.2 and 6.2 within the relevant period designated in this Agreement (“Reconciliation
Dispute”), the Reconciliation Dispute shall be submitted for determination to a nationally recognized expert (the “Expert”)
in the particular area of disagreement mutually acceptable to both parties. The Expert shall be a partner or principal in a nationally
recognized accounting or law firm, and unless the Corporate Taxpayer and the TRA Party Representative agree otherwise, the Expert shall
not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer or the TRA Party Representative
or other actual or potential conflict of interest. If the Corporate Taxpayer and the TRA Party Representative are unable to agree on
an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, then the Expert
shall be appointed by the International Chamber of Commerce Centre for Expertise. The Expert shall resolve any matter relating to the
TRA Party’s Basis Schedule or an amendment thereto or the Early Termination Schedule or an amendment thereto within thirty (30)
calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within fifteen (15) calendar days
or as soon thereafter as is reasonably practicable, in each case after the matter has been submitted to the Expert for resolution. Notwithstanding
the preceding sentence, if the matter is not resolved before any payment that is the subject of a disagreement would be due (in the absence
of such disagreement) or any Tax Return reflecting the subject of a disagreement is due, the undisputed amount shall be paid on the date
prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate Taxpayer, subject to adjustment or amendment
upon resolution. The costs and expenses relating to the engagement of such Expert or amending any Tax Return shall be borne by the Corporate
Taxpayer except as provided in the next sentence. The Corporate Taxpayer and the TRA Party Representative shall bear their own costs
and expenses of such proceeding, unless (i) the Expert adopts the TRA Party Representative’s position, in which case the Corporate
Taxpayer shall reimburse the TRA Party Representative for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii)
the Expert adopts the Corporate Taxpayer’s position, in which case the TRA Party Representative shall reimburse the Corporate Taxpayer
for any reasonable out-of-pocket costs and expenses in such proceeding. Any dispute as to whether a dispute is a Reconciliation Dispute
within the meaning of this Section 7.9 shall be decided by the Expert. The Expert shall finally determine any Reconciliation Dispute
and the determinations of the Expert pursuant to this Section 7.9 shall be binding on the Corporate Taxpayer and each of the TRA Parties
and may be entered and enforced in any court having jurisdiction.


 






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Section 7.10.       
Withholding. The Corporate Taxpayer shall be entitled to deduct and withhold from any payment payable pursuant to this Agreement
such amounts as the Corporate Taxpayer is required to deduct and withhold with respect to the making of such payment under the Code or
any provision of state, local or foreign Tax law. To the extent that amounts are so withheld and paid over to the appropriate Taxing
Authority by the Corporate Taxpayer, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to
the Person in respect of whom such withholding was made. To the extent that any payment pursuant to this Agreement is not reduced by
such deductions or withholdings, such recipient shall indemnify the applicable withholding agent for any amounts imposed by any Taxing
Authority together with any costs and expenses related thereto. Each TRA Party shall promptly provide the Corporate Taxpayer, OpCo or
other applicable withholding agent with any applicable Tax forms and certifications (including IRS Form W-9 or the applicable version
of IRS Form W-8) reasonably requested, in connection with determining whether any such deductions and withholdings are required under
the Code or any provision of U.S. state, local or foreign Tax law.


 


Section 7.11.       
Admission of the Corporate Taxpayer into a Consolidated Group; Transfers of Corporate Assets.


 


(a)         
If the Corporate Taxpayer is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income
Tax Return pursuant to Sections 1501 et seq. of the Code or any corresponding provisions of state or local law, then: (i) the provisions
of this Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments, Early Termination Payments
and other applicable items hereunder shall be computed with reference to the consolidated taxable income of the group as a whole (including,
for the avoidance of doubt, by treating any direct or indirect transfer of one or more Reference Assets or Common Units to a corporation
with which the Corporate Taxpayer files a consolidated Tax Return pursuant to Section 1501 of the Code as an Exchange which gives rise
to a Basis Adjustment).


 






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(b)         
If the Corporate Taxpayer (or any member of a group described in Section 7.11(a)) transfers one or more Reference Assets to a Person
treated as a corporation for U.S. federal income tax purposes (with which, in the case of PubCo, PubCo does not file a consolidated Tax
Return pursuant to Section 1501 of the Code), such transferor, for purposes of calculating the amount of any Tax Benefits Payment due
hereunder, shall be treated as having disposed of such asset in a fully taxable transaction on the date of such transfer. The consideration
deemed to be received by the Corporate Taxpayer, shall be equal to the fair market value of the transferred asset plus the amount of
debt to which such asset is subject, in the case of a transfer of an encumbered asset. For purposes of this Section 7.1(b), a transfer
of a partnership interest shall be treated as a transfer of the transferring partner’s applicable share of each of the assets and
liabilities of that partnership. Notwithstanding anything to the contrary set forth herein, if the Corporate Taxpayer or any member of
a group described in Section 7.1(a) transfers its assets pursuant to a transaction that qualifies as a “reorganization” (within
the meaning of Section 368(a) of the Code) in which such entity does not survive or pursuant to any other transaction to which Section
381(a) of the Code applies (other than any such reorganization or any such other transaction, in each case, pursuant to which such entity
transfers assets to a corporation with which the Corporate Taxpayer or any member of the group described in Section 7.1(a) (other than
any such member being transferred in such reorganization or other transaction) does not file a consolidated Tax Return pursuant to Section
1501 of the Code), the transfer will not cause such entity to be treated as having transferred any assets to a corporation (or a Person
classified as a corporation for U.S. federal income tax purposes) pursuant to this Section 7.1(b).


 


Section 7.12.       
Confidentiality.


 


(a)         
Subject to the last sentence of Section 6.3, each TRA Party and each of their assignees acknowledge and agree that the information of
the Corporate Taxpayer is confidential and, except in the course of performing any duties as necessary for the Corporate Taxpayer and
its Affiliates, as required by law or legal process or to enforce the terms of this Agreement, such person shall keep and retain in the
strictest confidence and not disclose to any Person any confidential matters, acquired pursuant to this Agreement, of the Corporate Taxpayer
and its Affiliates and successors, concerning OpCo and its Affiliates and successors or the members, learned by the TRA Party heretofore
or hereafter. This Section 7.12 shall not apply to (i) any information that has been made publicly available by the Corporate Taxpayer
or any of its Affiliates, becomes public knowledge (except as a result of an act of the TRA Party in violation of this Agreement) or
is generally known to the business community and (ii) the disclosure of information to the extent necessary for the TRA Party to prepare
and file its Tax Returns, to respond to any inquiries regarding the same from any Taxing Authority or to prosecute or defend any action,
proceeding or audit by any Taxing Authority with respect to such returns. Notwithstanding anything to the contrary herein, each TRA Party
and each of its assignees (and each employee, representative or other agent of the TRA Party or its assignees, as applicable) may disclose
to any and all Persons, without limitation of any kind, the Tax treatment and Tax structure of the Corporate Taxpayer, OpCo and their
Affiliates, and any of their transactions, and all materials of any kind (including opinions or other Tax analyses) that are provided
to the TRA Party relating to such Tax treatment and Tax structure.


 


(b)        
If a TRA Party or an assignee commits a breach, or threatens to commit a breach, of any of the provisions of this Section 7.12, the Corporate
Taxpayer shall have the right and remedy to have the provisions of this Section 7.12 specifically enforced by injunctive relief or otherwise
by any court of competent jurisdiction without the need to post any bond or other security, it being acknowledged and agreed that any
such breach or threatened breach shall cause irreparable injury to the Corporate Taxpayer or any of its Subsidiaries or the TRA Parties
and the accounts and funds managed by the Corporate Taxpayer and that money damages alone shall not provide an adequate remedy to such
Persons. Such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available at law or in equity.


 






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Section 7.13.       
Change in Law. Notwithstanding anything herein to the contrary, if, in connection with an actual or proposed change in law, a
TRA Party reasonably believes that the existence of this Agreement could cause income (other than income arising from receipt of a payment
under this Agreement) recognized by the TRA Party upon any Exchange by such TRA Party to be treated as ordinary income rather than capital
gain (or otherwise taxed at ordinary income rates) for U.S. federal income Tax purposes or would have other material adverse Tax consequences
to such TRA Party, then at the election of such TRA Party and to the extent specified by such TRA Party, this Agreement (i) shall cease
to have further effect with respect to such TRA Party, (ii) shall not apply to an Exchange by such TRA Party occurring after a date specified
by such TRA Party, or (iii) shall otherwise be amended in a manner determined by such TRA Party and PubCo as it relates to such TRA Party,
provided, that such amendment shall not result in an increase in payments under this Agreement at any time as compared to the
amounts and times of payments that would have been due in the absence of such amendment.


 


Section 7.14.       
TRA Party Representative. By executing this Agreement, each of the TRA Parties shall be deemed to have irrevocably constituted
the TRA Party Representative as his, her or its agent and attorney in fact with full power of substitution to act from and after the
date hereof and to do any and all things and execute any and all documents on behalf of such TRA Parties which may be necessary, convenient
or appropriate to facilitate any matters under this Agreement, including but not limited to: (i) execution of the documents and certificates
required pursuant to this Agreement; (ii) except to the extent specifically provided in this Agreement receipt and forwarding of
notices and communications pursuant to this Agreement; (iii) administration of the provisions of this Agreement; (iv) any and
all consents, waivers, amendments or modifications deemed by the TRA Party Representative, in its sole and absolute discretion, to be
necessary or appropriate under this Agreement and the execution or delivery of any documents that may be necessary or appropriate in
connection therewith; (v) amending this Agreement or any of the instruments to be delivered to the Corporate Taxpayer pursuant to
this Agreement; (vi) taking actions the TRA Party Representative is expressly authorized to take pursuant to the other provisions
of this Agreement; (vii) negotiating and compromising, on behalf of such TRA Parties, any dispute that may arise under, and exercising
or refraining from exercising any remedies available under, this Agreement or any other agreement contemplated hereby and executing,
on behalf of such TRA Parties, any settlement agreement, release or other document with respect to such dispute or remedy; and (viii)
engaging attorneys, accountants, agents or consultants on behalf of such TRA Parties in connection with this Agreement or any other agreement
contemplated hereby and paying any fees related thereto. The TRA Party Representative may resign upon thirty (30) days’ written
notice to the Corporate Taxpayer. All reasonable, documented out-of-pocket costs and expenses incurred by the TRA Party Representative
in its capacity as such shall be promptly reimbursed by the Corporate Taxpayer upon invoice and reasonable support therefor by the TRA
Party Representative. To the fullest extent permitted by law, none of the TRA Party Representative, any of its Affiliates, or any of
the TRA Party Representative’s or Affiliate’s directors, officers, employees or other agents (each a “Covered Person”)
shall be liable, responsible or accountable in damages or otherwise to any TRA Party, OpCo or the Corporate Taxpayer for damages arising
from any action taken or omitted to be taken by the TRA Party Representative or any other Person with respect to OpCo or the Corporate
Taxpayer, except in the case of any action or omission which constitutes, with respect to such Person, willful misconduct or fraud. Each
of the Covered Persons may consult with legal counsel, accountants, and other experts selected by it, and any act or omission suffered
or taken by it on behalf of OpCo or the Corporate Taxpayer or in furtherance of the interests of OpCo or the Corporate Taxpayer in good
faith in reliance upon and in accordance with the advice of such counsel, accountants, or other experts shall create a rebuttable presumption
of the good faith and due care of such Covered Person with respect to such act or omission; provided, that such counsel,
accountants, or other experts were selected with reasonable care. Each of the Covered Persons may rely in good faith upon, and shall
have no liability to OpCo, the Corporate Taxpayer or the TRA Parties for acting or refraining from acting upon, any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document reasonably believed
by it to be genuine and to have been signed or presented by the proper party or parties.


 






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Section 7.15.        Partnership
Agreement. This Agreement shall be treated as part of the partnership agreement of OpCo as described in Section 761(c) of the Code,
and Sections 1.704-1(b)(2)(ii)(h) and 1.761-1(c) of the Treasury Regulations.


 


[The remainder of
this page is intentionally blank]


 




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IN WITNESS WHEREOF,
PubCo and each TRA Party have duly executed this Agreement as of the date first written above.


 


	 	PubCo:
	 	 
	 	EUROPEAN WAX CENTER, INC.




 


		By:	


                                                                 

	 	 	Name:
	 	 	Title:



 




     


     


    

 


TRA Parties:


 


[To be included.]


 




     


     


    

 


Exhibit A



Form of Joinder


 


This JOINDER (this
 “Joinder”) to the Tax Receivable Agreement (as defined below), is by and among European Wax Center, Inc., a Delaware
corporation (including any successor corporation, “PubCo”), ______________________ (“Transferor”)
and ______________________ (“Permitted Transferee”).


 


WHEREAS, on ______________________,
Permitted Transferee shall acquire ______________________ percent of the Transferor’s right to receive payments that may become
due and payable under the Tax Receivable Agreement (as defined below) (the “Acquired Interests”) from Transferor (the
 “Acquisition”); and WHEREAS, Transferor, in connection with the Acquisition, has required Permitted Transferee
to execute and deliver this Joinder pursuant to Section 7.6(a) of the Tax Receivable Agreement, dated as of [                         ],
2021, between PubCo, OpCo and the TRA Parties (as defined therein) (the “Tax Receivable Agreement”).


 


NOW, THEREFORE,
in consideration of the foregoing and the respective covenants and agreements set forth herein, and intending to be legally bound hereby,
the parties hereto agree as follows:


 


Section 1.1          Definitions.
To the extent capitalized words used in this Joinder are not defined in this Joinder, such words shall have the respective meanings set
forth in the Tax Receivable Agreement.


 


Section 1.2          Acquisition.
For good and valuable consideration, the sufficiency of which is hereby acknowledged by the Transferor and the Permitted Transferee,
the Transferor hereby transfers and assigns absolutely to the Permitted Transferee all of the Acquired Interests.


 


Section 1.3          Joinder.
Permitted Transferee hereby acknowledges and agrees (i) that it has received and read the Tax Receivable Agreement, (ii) that the Permitted
Transferee is acquiring the Acquired Interests in accordance with and subject to the terms and conditions of the Tax Receivable Agreement
and (iii) to become a “TRA Party” (as defined in the Tax Receivable Agreement) for all purposes of the Tax Receivable Agreement.


 


Section 1.4          Notice.
Any notice, request, consent, claim, demand, approval, waiver or other communication hereunder to Permitted Transferee shall be delivered
or sent to Permitted Transferee at the address set forth on the signature page hereto in accordance with Section 7.1 of the Tax Receivable
Agreement.


 


Section 1.5          Governing
Law. This Joinder shall be governed by and construed in accordance with the law of the State of Delaware, without regard to the conflicts
of law rules of such State that would result in the application of the laws of any other State.


 




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IN WITNESS WHEREOF,
this Joinder has been duly executed and delivered by Permitted Transferee as of the date first above written.


 


	 	EUROPEAN WAX CENTER, INC.




 


		By:	
	 	 	Name:
	 	 	Title:



 





	 	[TRANSFEROR]



 





		By:	
	 	 	Name:
	 	 	Title:


 


	 	[PERMITTED TRANSFEREE]




 





		By:	
	 	 	Name:
	 	 	Title:


 


	 	Address for notices:




 






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