Exhibit 10.11


 


PURCHASE AGREEMENT


 


PURCHASE AGREEMENT, dated [●], 2021 (this “Agreement”),
by and among the sellers listed on Schedule I hereto, as sellers (collectively, the “Sellers” and each, a “Seller”),
and European Wax Center, Inc., a Delaware corporation, as purchaser (the “Purchaser”).


 


WHEREAS, pursuant to the Fourth Amended and Restated
Limited Liability Company Agreement (the “Prior EWC LLCA”) of EWC Ventures, LLC, a Delaware limited liability company
(“EWC”), the Sellers are entitled to receive the Deferred Payment Amount in the aggregate with respect to their Class
C Units (such terms as defined below);


 


WHEREAS, pursuant to the Fifth Amended and Restated
Limited Liability Company Agreement of EWC, the Class C Units were reclassified into the number of common units of EWC (“Opco
Units”) having a value equal to the amount that would have been distributed in respect thereof pursuant to Section 6.4(b) of
the Prior EWC LLCA had EWC been liquidated on the date thereof based on the Offering Price (as defined below) (such reclassification,
the “Unit Reclassification”);


 


WHEREAS, pursuant to that certain Exchange and Redemption
Agreement, dated as of [●], 2021, by and among EWC Management Holdco, LLC, a Delaware limited liability company (“Management
Holdco”), and certain of the Sellers, Management Holdco redeemed a portion of each Seller’s limited liability company
interests in Management Holdco in exchange for Opco Units and shares of Purchaser’s Class B common stock, par value $0.00001 per
share (“Class B Common Stock”);


 


WHEREAS, the Purchaser is currently contemplating
an underwritten initial public offering (the “Offering”) of the Purchaser’s Class A common stock, par value $0.00001
per share (the “Class A Common Stock”);


 


WHEREAS, in connection with the consummation of the
Offering, each Seller wishes to sell to the Purchaser, and the Purchaser wishes to purchase from each Seller using a portion of the net
proceeds of the Offering, the number of Opco Units and the number of shares of Class B Common Stock, each set forth opposite such Seller’s
name on Schedule I hereto; and


 


WHEREAS, the sale of the Opco Units pursuant to this
Agreement satisfies and reflects the payment in full of the Deferred Payment Amount with respect to the Sellers’ Class C Units that
were converted into Paired Interests in connection with the Unit Reclassification, after which EWC shall have no further obligations to
the Sellers with respect to the Class C Units.


 


NOW, THEREFORE, in consideration of the mutual covenants
and agreements set forth herein and for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the
parties hereto agree as follows:


 






     


     


    

 


ARTICLE
1


 


DEFINITIONS


 


1.1             
Definitions. As used in this Agreement, and unless the context requires a different meaning, the following terms shall have
the meanings set forth below:


 


“Class C Units” means the Class
C Units of EWC, all of which have reclassified into Opco Units pursuant to the Unit Reclassification.


 


“Closing”
means the closing of the purchase of the Purchased Paired Interests.


 


“Commission” means the Securities
and Exchange Commission or any similar agency then having jurisdiction to enforce the Securities Act.


 


“Deferred Payment Amount” means
twenty million dollars ($20,000,000).


 


“Governmental Authority” means
the government of any nation, state, city, locality or other political subdivision of any thereof, any entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government.


 


“Lien” means any mortgage, deed
of trust, pledge, hypothecation, assignment, encumbrance, lien (statutory or other) or other security interest of any kind or nature whatsoever.


 


“Offering Closing” means the initial
closing of the sale of Class A Common Stock in the Offering.


 


“Offering Price” means the per
share public offering price for the Class A Common Stock in the Offering.


 


“Paired Interest” or “Paired
Interests” means one or more Opco Units together with an equal number of shares of Class B Common Stock.


 


“Person” means any individual,
firm, corporation, partnership, limited liability company, trust, incorporated or unincorporated association, joint venture, joint stock
company, Governmental Authority or other entity of any kind.


 


“Securities Act” means the Securities
Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.





 






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ARTICLE
2


 


PURCHASE AND SALE OF PAIRED INTERESTS


 


2.1             
Purchase and Sale.


 



(a)              
Subject to the terms herein set forth, at the Closing, each Seller agrees (severally and not jointly) to sell, convey, assign and
transfer to the Purchaser the number of Paired Interests set forth opposite such Seller’s name on Schedule I hereto (the
 “Purchased Paired Interests”), and the Purchaser agrees to purchase such Purchased Paired Interests from such Seller
for a purchase price equal to each Seller’s pro rata portion of the Deferred Payment Amount.


 


2.2             
Closing.


 


(a)              
The Closing shall occur at the offices of Paul, Weiss, Rifkind, Wharton & Garrison LLP, 1285 Avenue of the Americas, New
York, New York, 10019 immediately following the Offering Closing.


 


(b)              
At the Closing, (i) the Purchaser shall deliver to each Seller its pro rata portion of the Deferred Payment Amount for the Purchased
Paired Interests being purchased by the Purchaser from such Seller as set forth in Section 2.1, by wire transfer of immediately available
funds to a bank account designated in writing by such Seller, (ii) each Seller shall deliver to the Purchaser (A) a duly endorsed instrument
of assignment with respect to the Opco Units included in the Purchased Paired Interests being sold at the Closing in substantially the
form attached hereto as Exhibit A (an “Opco Unit Assignment Agreement”) and (B) such stock transfer instruments
and other documents with respect to the Class B Common Stock included in the Purchased Paired Interests being sold at the Closing as reasonably
requested by the Purchaser and (iii) upon receipt of the stock transfer instruments and other documents with respect to the Class B Common
Stock included in the Purchased Paired Interests being sold at the Closing, such Class B Common Stock shall automatically be retired and
cease to be outstanding.


 


2.3             
Conditions to Closing.


 


(a)              
The obligations of the Purchaser and each Seller to be performed at the Closing shall be conditioned upon the simultaneous or prior
completion of the Offering Closing.


 


(b)              
The obligations of the Purchaser to be performed at the Closing shall be subject to the condition that the representations and
warranties set forth in Article 3 shall be true and correct as of the Closing as if then made.


 


(c)              
The obligations of each Seller to be performed at the Closing shall be subject to the condition that the representations and warranties
of Purchaser set forth in Article 4 shall be true and correct as of the Closing as if then made.


 


(d)              
Each Seller shall complete and execute (i) a certificate of non-foreign status in compliance with the requirements of Section 1446(f)(2)(A)
of the Internal Revenue Code of 1986, as amended and Treasury regulations Section 1.1446(f)-2(b)(2) or (ii) an Internal Revenue Service
Form W-9, (A) which includes the name and U.S. taxpayer identification number of such Seller, (B) which is signed and dated by such Seller
and (C) from which the certification has not been deleted, and provide such an executed certificate or form, as applicable, on or before
the date hereof.


 






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2.4             
Acknowledgement by the Sellers. Each Seller hereby acknowledges that the sale of the number of Opco Units set forth on Schedule
I opposite such Seller’s name satisfies and reflects the payment in full of such Seller’s pro rata portion of the Deferred
Payment Amount with respect to such Seller’s Class C Units that were converted into Paired Interests in connection with the Unit
Reclassification, and that EWC shall have no further obligations to such Seller with respect to the Class C Units.


 


ARTICLE
3


 


REPRESENTATIONS AND WARRANTIES OF THE SELLERS


 


Each Seller represents, warrants, and agrees severally
with respect to itself only, as of the date hereof as follows:


 


3.1             
Capacity; Authority; Execution and Delivery; Enforceability. Such Seller has the full power and authority to execute, deliver
and perform this Agreement and to consummate the transactions contemplated hereby. The execution and delivery by such Seller of this Agreement
and the consummation by such Seller of the transactions contemplated hereby have been duly authorized by all necessary action on the part
of such Seller and no other proceedings on the part of such Seller are necessary to approve this Agreement and to consummate the transactions
contemplated hereby. Such Seller has duly executed and delivered this Agreement (and will duly execute and deliver any Opco Unit Assignment
Agreement and any other transfer documents described in Section 2.2(c)), and, assuming due execution and delivery by the Purchaser, each
such agreement constitutes or will constitute the legal, valid and binding obligation of such Seller, enforceable against such Seller
in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent
conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles
relating to enforceability.


 


3.2             
Title. Such Seller owns beneficially and of record and has full power and authority to convey, free and clear of any Liens,
the Opco Units and shares of Class B Common Stock included in the Purchased Paired Interests (subject to any transfer restrictions of
general applicability as may be provided under the Securities Act and the “blue sky” laws of the various states of the United
States). Assuming the Purchaser has the requisite power and authority to be the lawful owner of the Opco Units and shares of Class B Common
Stock, upon such Seller’s receipt of the applicable purchase price and the transfer of the Purchased Paired Interests at the Closing,
good, valid and marketable title to the Opco Units and shares of Class B Common Stock included in the Purchased Paired Interests, will
pass to the Purchaser, free and clear of any Liens.


 


3.3             
No Conflicts. Neither the execution nor the delivery of this Agreement (and any Opco Unit Assignment Agreement and any other
transfer documents described in Section 2.2(c)) nor the consummation of the transactions contemplated hereby will (i) result in any breach
of or constitute a default under any term of any material agreement, mortgage, indenture, license, permit, lease, or other instrument,
or (ii) conflict with or result in a violation of any judgment, decree, order, law, or regulation by which such Seller is bound.


 






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ARTICLE
4


 


REPRESENTATIONS AND WARRANTIES OF THE PURCHASER


 


The Purchaser makes the following representations
and warranties for the benefit of the Sellers as of the date hereof:


 


4.1             
Organization, Standing and Power. The Purchaser is duly organized, validly existing and in good standing under the laws
of the jurisdiction in which it is organized.


 


4.2             
Authority; Execution and Delivery; Enforceability. The Purchaser has the full power and authority to execute, deliver and
perform this Agreement and to consummate the transactions contemplated hereby. The execution and delivery by the Purchaser of this Agreement
and the consummation by the Purchaser of the transactions contemplated hereby have been duly authorized by all necessary action on the
part of the Purchaser and no other proceedings on the part of the Purchaser are necessary to approve this Agreement and to consummate
the transactions contemplated hereby. The Purchaser has duly executed and delivered this Agreement, and, assuming due execution and delivery
by the Sellers, this Agreement constitutes the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser
in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent
conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles
relating to enforceability.


 


4.3             
No Conflicts. Neither the execution nor the delivery of this Agreement nor the consummation of the transactions contemplated
hereby will (i) result in any breach of or constitute a default under any term of any material agreement, mortgage, indenture, license,
permit, lease, or other instrument or (ii) conflict with or result in a violation of any judgment, decree, order, law or regulation by
which the Purchaser is bound.


 


ARTICLE
5


 


MISCELLANEOUS


 


5.1             
Notices. All notices or other communication required or permitted hereunder shall be in writing and shall be delivered personally,
telecopied or sent by certified, registered or express mail, postage prepaid. Any such notice shall be deemed given when so delivered
personally, telecopied or sent by certified, registered or express mail, as follows:


 






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(a)              
If to a Seller, at the address specified for such Seller on the member schedule of EWC or to such other address as such Seller
may hereafter specify to the Purchaser for the purpose by notice.


 


(b)              
If to the Purchaser, to:


 


European Wax Center, Inc.


5830 Granite Parkway, 3rd Floor


Plano, TX 75024


	 	Attention:	Gavin
    O’Connor, Chief Legal Officer




 


With a copy to (which shall not constitute actual or constructive
notice):



Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York,  NY 10019-6064

Telephone: (212) 373-3000

Facsimile:  (212) 757-3990

Attention:   Matthew W. Abbott


                    John C. Kennedy


                    Monica K. Thurmond


Email:          mabbott@paulweiss.com


                     jkennedy@paulweiss.com


                     mthurmond@paulweiss.com       


 


Any party may by notice given in accordance with this Section 5.1
designate another address or person for receipt of notices hereunder.


 


5.2             
Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns
of the parties hereto. No Person other than the parties hereto and their successors and permitted assigns is intended to be a beneficiary
of this Agreement. No party hereto may assign its rights under this Agreement without the prior written consent of the other party hereto.


 


5.3             
Amendment and Waiver.


 


(a)              
No failure or delay on the part of the Sellers or the Purchaser in exercising any right, power or remedy hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise
thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of
any remedies that may be available to the Sellers or the Purchaser at law, in equity or otherwise.


 






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(b)              
Any amendment, supplement or modification of or to any provision of this Agreement and any waiver of any provision of this Agreement
shall be effective only if it is made or given in writing and signed by the Sellers and the Purchaser.


 


5.4             
Counterparts. This Agreement may be executed in any number of counterparts and in separate counterparts, all of which when
so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Facsimile
signatures or signatures received as a .pdf attachment to electronic mail shall be treated as original signatures for all purposes of
this Agreement. This Agreement shall become effective when, and only when, each party hereto shall have received a counterpart signed
by all of the other parties hereto.


 


5.5             
Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the
meaning hereof.


 


5.6             
Governing Law. This Agreement shall be governed by and construed in accordance with the laws 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.


 


5.7             
Jurisdiction. The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based
on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any party
or any of its affiliates or against any party or any of its affiliates) shall be brought in the Delaware Chancery Court or, if such court
shall not have jurisdiction, any federal court located in the State of Delaware or other Delaware state court, and each of the parties
hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action
or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying
of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such
court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in
the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service
of process on such party as provided in Section 5.1 shall be deemed effective service of process on such party.


 


5.8             
Severability. If any one or more of the provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision
in every other respect and of the remaining provisions hereof shall not be in any way impaired, unless the provisions held invalid, illegal
or unenforceable shall substantially impair the benefits of the remaining provisions hereof.


 


5.9             
Entire Agreement. This Agreement, together with the schedules and exhibits hereto, are intended by the parties as a final
expression of their agreement and are intended to be a complete and exclusive statement of the agreement and understanding of the parties
hereto in respect of the subject matter contained herein and therein. There are no restrictions, promises, warranties or undertakings,
other than those set forth or referred to herein or therein. This Agreement supersedes all prior agreements and understandings between
the parties with respect to such subject matter.


 


5.10         
Further Assurances. Each of the parties shall execute such documents and perform such further acts (including, without limitation,
obtaining any consents, exemptions, authorizations, or other actions by, or giving any notices to, or making any filings with, any Governmental
Authority or any other Person) as may be reasonably required or desirable to carry out or to perform the provisions of this Agreement.


 


[Remainder of page intentionally left blank]


 









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IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be executed and delivered by their respective officers hereunto duly authorized as of the date first above written.


 


	 	[SELLERS]
	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 
	 	EUROPEAN WAX CENTER, INC.
	 
	 	By:	 
	 	 	Name:
	 	 	Title:






 


[Signature Page to Purchase Agreement]


 






     


     


    

 


SCHEDULE I


 


Sellers, Opco Units, Class
B Common Stock and Paired Interests


 


	Name of Seller	Opco Units	Class B

 Common Stock	Paired

 Interests
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 





 






     


     


    

 


EXHIBIT A


 


FORM OF ASSIGNMENT AGREEMENT


 


ASSIGNMENT AGREEMENT (this “Agreement”),
dated as of [●], 2021, by and among the sellers listed as “Sellers” on the signature pages hereto, as sellers (collectively,
the “Sellers” and each, a “Seller”), European Wax Center, Inc., a Delaware corporation (the “Purchaser”),
and EWC Ventures, LLC, a Delaware limited liability company (“EWC”). Each capitalized term used herein without definition
shall have the meaning assigned to it in the Purchase Agreement (as defined below).


 


RECITALS


 


WHEREAS, the Purchaser and the Sellers entered into
a Purchase Agreement, dated as of [●], 2021 (the “Purchase Agreement”), pursuant to which each Seller agreed
to sell, assign, convey and transfer Opco Units to the Purchaser; and


 


WHEREAS, the Purchaser has agreed to purchase such
Opco Units from each Seller pursuant to the Purchase Agreement.


 


NOW, THEREFORE, in consideration of the mutual agreements
contained herein and in the Purchase Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties to this Agreement agree as follows:


 


1.                 
Transfer. Each Seller hereby sells, assigns, conveys and transfers to the Purchaser the number of Opco Units set forth below
its signature on the signature pages hereto.


 


2.                 
Acknowledgement of Sale by EWC. EWC hereby acknowledges the sale, assignment, conveyance and transfer by each Seller to
the Purchaser of the number of Opco Units set forth under such Seller’s signature hereto and shall cause the member schedule to
its organizational documents to be amended to reflect the sale and transfer of Opco Units as contemplated in the Purchase Agreement and
herein.


 


3.                 
Governing Law. This Agreement shall be governed by and construed in accordance with the laws 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.


 


4.                 
Jurisdiction. The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based
on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby (whether brought by any party
or any of its affiliates or against any party or any of its affiliates) shall be brought in the Delaware Chancery Court or, if such court
shall not have jurisdiction, any federal court located in the State of Delaware or other Delaware state court, and each of the parties
hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action
or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying
of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such
court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in
the world, whether within or without the jurisdiction of any such court.


 






     


     


    

 


5.                 
Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the
meaning hereof.


 


6.                 
Further Assurances. Each of the parties shall execute such documents and perform such further acts (including, without limitation,
obtaining any consents, exemptions, authorizations, or other actions by, or giving any notices to, or making any filings with, any Governmental
Authority or any other Person) as may be reasonably required or desirable to carry out or to perform the provisions of this Agreement.


 


7.                 
Counterparts. This Agreement may be executed in any number of counterparts and in separate counterparts, all of which when
so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.


 


 


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IN WITNESS WHEREOF, this Agreement has been duly
executed and delivered by the parties to this Agreement as of the date first written above.


 


	 	Sellers:
	 
	 	[SELLER]
	 
	 	Name:	 
	 	Number of Opco Units:	 
	 	 	 	 
	 	[ADDITIONAL SELLERS]



 






     


     


    

 


	 	EUROPEAN WAX CENTER, INC.
	 
	 	By:	 
	 	Name:
	 	Title:
	 
	 	EWC VENTURES, LLC
	 
	 	By:	 
	 	Name:
	 	Title: