Exhibit 4.1


 


AMENDED AND RESTATED



CERTIFICATE OF INCORPORATION



of



EUROPEAN WAX CENTER, INC.


 


(Pursuant to Section 242 and 245 of

the General Corporation Law of the State of Delaware)


 


European Wax Center, Inc., a corporation organized
and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:


 


FIRST:           The name of the Corporation is European
Wax Center, Inc. The date of filing of its original certificate of incorporation with the Secretary of State of the State of Delaware
was April 1, 2021.


 


SECOND:      This Amended and Restated Certificate
of Incorporation (this “Amended Certificate of Incorporation”) amends and restates in its entirety the Corporation’s
certificate of incorporation as currently in effect and has been duly adopted in accordance with the provisions of Sections 242 and
245 of the General Corporation Law of the State of Delaware (the “General Corporation Law”), by written consent of
the holders of all of the outstanding stock entitled to vote thereon in accordance with the provisions of Section 228 of the General
Corporation Law.


 


THIRD:        This Amended Certificate of Incorporation
amends and restates in its entirety the original certificate of incorporation of the Corporation to read as follows:


 


1.                 
Name. The name of the Corporation is European Wax Center, Inc.


 


2.                 
Address; Registered Office and Agent. The address of the Corporation’s registered office in the State of
Delaware is 3411 Silverside Road, Tatnall Building #104, City of Wilmington, County of New Castle, State of Delaware 19810, and the name
of its registered agent at such address is Corporate Creations Network Inc.


 


3.                 
Purposes. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law.


 


4.                 
Number of Shares.


 


4.1              The
total number of shares of all classes of stock that the Corporation shall have authority to issue is 760,000,000 shares, consisting
of: (i) 660,000,000 shares of common stock, divided into (a) 600,000,000 shares of Class A common stock, par value
$0.00001 per share (the “Class A Common Stock”) and (b) 60,000,000 shares of Class B common stock, par value
$0.00001 per share (the “Class B Common Stock” and, together with Class A Common Stock, the “Common
Stock”); and (ii) 100,000,000 shares of preferred stock, par value $0.00001 per share (the “Preferred
Stock”).


 






     


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4.2             
Subject to the rights of the holders of any one or more series of Preferred Stock then outstanding, the number of authorized shares
of any class of the Common Stock or the Preferred Stock may be increased or decreased, in each case by the affirmative vote of the holders
of a majority of the total voting power of the outstanding shares of capital stock of the Corporation entitled to vote thereon, voting
together as a single class, irrespective of the provisions of Section 242(b)(2) of the General Corporation Law, and no vote of the
holders of any class of the Common Stock or the Preferred Stock voting separately as a class will be required therefor. Notwithstanding
the immediately preceding sentence, the number of authorized shares of any particular class may not be decreased below the number of shares
of such class then outstanding, plus:


 


(i)                
in the case of Class A Common Stock, the number of shares of Class A Common Stock issuable in connection with (x) the exchange
of all outstanding shares of Class B Common Stock issuable as described in clause (ii) below, together with the corresponding Common
Units constituting the remainder of any Paired Interests in which such shares are included, pursuant to Section 2.01 of the Exchange
Agreement and (y) the exercise of outstanding options, warrants, exchange rights, conversion rights or similar rights for Class A
Common Stock; and


 


(ii)             
in the case of Class B Common Stock, the number of shares of Class B Common Stock issuable in connection with the exercise of outstanding
options, warrants, exchange rights, conversion rights or similar rights for Class B Common Stock.


 


5.                 
Classes of Shares. The designation, relative rights, preferences and limitations of the shares of each class of stock are
as follows:


 


5.1             
Common Stock.


 


(i)                
Voting Rights.


 


(1)              
Each holder of Class A Common Stock or Class B Common Stock, as such, shall be entitled to one vote for each share of Class A
Common Stock or Class B Common Stock held of record by such holder on all matters on which stockholders generally are entitled to vote,
except that, in each case, to the fullest extent permitted by law and subject to Section 5.1(i)(2), holders of shares of each class of
Common Stock, as such, shall have no voting power with respect to, and will not be entitled to vote on, any amendment to this Amended
Certificate of Incorporation (including any certificate of designations relating to any series of Preferred Stock) that relates solely
to the terms of any outstanding Preferred Stock if the holders of such Preferred Stock are entitled to vote as a separate class thereon
under this Amended Certificate of Incorporation (including any certificate of designations relating to any series of Preferred Stock)
or under the General Corporation Law.


 






     


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(2)               (a)
The holders of the outstanding shares of Class A Common Stock, voting together as a single class, shall be entitled to vote
separately upon any amendment to this Amended Certificate of Incorporation (including by merger, consolidation, reorganization or
similar event) that would alter or change the powers, preferences, or special rights of such class of Common Stock in a manner that
is disproportionately adverse as compared to the Class B Common Stock and (b) the holders of the outstanding shares of Class B
Common Stock, voting together as a single class, shall be entitled to vote separately upon any amendment to this Amended Certificate
of Incorporation (including by merger, consolidation, reorganization or similar event) that would alter or change the powers,
preferences, or special rights of such class of Common Stock in a manner that is disproportionately adverse as compared to the Class
A Common Stock, it being understood that any merger, consolidation or other business combination shall not be deemed an amendment
hereof if such merger, consolidation or other business combination constitutes a Disposition Event in which holders of Paired
Interests are required to exchange such Paired Interests pursuant to Section 2.04 of the Exchange Agreement in such Disposition
Event and receive consideration in such Disposition Event in accordance with the terms of the Exchange Agreement as in effect prior
to such Disposition Event.


 


(3)              
Except as otherwise required in this Amended Certificate of Incorporation or by applicable law, the holders of Common Stock will
vote together as a single class on all matters (or, if any holders of Preferred Stock are entitled to vote together with the holders
of Common Stock, as a single class with the holders of Preferred Stock).


 


(ii)             
Dividends; Stock Splits or Combinations.


 


(1)              
Subject to applicable law and the rights, if any, of the holders of any outstanding series of Preferred Stock or any class or series
of stock having a preference senior to or the right to participate with the Class A Common Stock with respect to the payment of dividends,
dividends of cash or property may be declared and paid on the Class A Common Stock out of the assets of the Corporation that are by law
available therefor, at the times and in the amounts as the board of directors of the Corporation (the “Board”) in its
discretion may determine.


 


(2)              
Except as provided in Section 5.1(ii)(3) with respect to stock dividends, dividends of cash or property may not be declared
or paid on the Class B Common Stock.


 


(3)              
In no event will any stock dividend, stock split, reverse stock split, combination of stock, reclassification or recapitalization
be declared or made on any class of Common Stock (each, a “Stock Adjustment”) unless (a) a corresponding Stock
Adjustment for all other classes of Common Stock not so adjusted at the time outstanding is made in the same proportion and the same manner
and (b) the Stock Adjustment has been reflected in the same economically equivalent manner on all Common Units; provided that
clause (b) shall not apply to a stock dividend declared and paid in connection with a contribution of cash to EWC Ventures of cash previously
received as a distribution from EWC Ventures. Stock dividends with respect to each class of Common Stock may only be paid with shares
of stock of the same class of Common Stock.


 






     


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(iii)           
 Liquidation. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the
Corporation, after payment or provision for payment of the debts and other liabilities of the Corporation and of the preferential and
other amounts, if any, to which the holders of Preferred Stock are entitled, if any, the holders of all outstanding shares of Common Stock
will be entitled to receive, pari passu, an amount per share equal to the par value thereof, and thereafter the holders of all
outstanding shares of Class A Common Stock will be entitled to receive the remaining assets of the Corporation available for distribution
ratably in proportion to the number of shares of Class A Common Stock. Without limiting the rights of the holders of Class B Common Stock
to exchange their shares of Class B Common Stock, together with the corresponding Common Units constituting the remainder of any Paired
Interests in which such shares are included, for shares of Class A Common Stock in accordance with Section 2.01 of the Exchange Agreement
(or for the consideration payable in respect of shares of Class A Common Stock in such voluntary or involuntary liquidation, dissolution
or winding up), the holders of shares of Class B Common Stock, as such, will not be entitled to receive, with respect to such shares,
any assets of the Corporation in excess of the par value thereof, in the event of any voluntary or involuntary liquidation, dissolution
or winding up of the affairs of the Corporation.


 


5.2              Preferred
Stock. Shares of Preferred Stock may be issued from time to time in one or more series of any number of shares, provided that
the aggregate number of shares issued and not retired of any and all such series shall not exceed the total number of shares of
Preferred Stock hereinabove authorized, and with such powers, including voting powers, if any, and the designations, preferences and
relative, participating, optional or other special rights, if any, and any qualifications, limitations or restrictions thereof, all
as shall hereafter be stated and expressed in the resolution or resolutions providing for the designation and issue of such shares
of Preferred Stock from time to time adopted by the Board pursuant to authority so to do which is hereby expressly vested in the
Board. The powers, including voting powers, if any, preferences and relative, participating, optional and other special rights of
each series of Preferred Stock, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any
and all other series at any time outstanding. Each series of shares of Preferred Stock: (i) may have such voting rights or
powers, full or limited, if any; (ii) may be subject to redemption at such time or times and at such prices, if any;
(iii) may be entitled to receive dividends (which may be cumulative or non-cumulative) at such rate or rates, on such
conditions and at such times, and payable in preference to, or in such relation to, the dividends payable on any other class or
classes or series of stock, if any; (iv) may have such rights upon the voluntary or involuntary liquidation, winding up or
dissolution of, upon any distribution of the assets of, or in the event of any merger, sale or consolidation of, the Corporation, if
any; (v) may be made convertible into or exchangeable for, shares of any other class or classes or of any other series of the
same or any other class or classes of stock of the Corporation (or any other securities of the Corporation or any other Person) at
such price or prices or at such rates of exchange and with such adjustments, if any; (vi) may be entitled to the benefit of a
sinking fund to be applied to the purchase or redemption of shares of such series in such amount or amounts, if any; (vii) may
be entitled to the benefit of conditions and restrictions upon the creation of indebtedness of the Corporation or any subsidiary,
upon the issue of any additional shares (including additional shares of such series or of any other series) and upon the payment of
dividends or the making of other distributions on, and the purchase, redemption or other acquisition by the Corporation or any
subsidiary of, any outstanding shares of the Corporation, if any; (viii) may be subject to restrictions on transfer or
registration of transfer, or on the amount of shares that may be owned by any Person or group of Persons; and (ix) may have
such other relative, participating, optional or other special rights, qualifications, limitations or restrictions thereof, if any;
all as shall be stated in said resolution or resolutions of the Board providing for the designation and issue of such shares of
Preferred Stock.


 






     


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6.                 
Exchange of Shares.


 


6.1             
Exchange of Class B Common Stock. Shares of Class B Common Stock may be exchanged, together with the corresponding Common
Units constituting the remainder of any Paired Interests in which such shares are included, as applicable, at any time and from time to
time for shares of Class A Common Stock in accordance with Section 2.01 of the Exchange Agreement.


 


6.2             
Taxes. The issuance of shares of Class A Common Stock upon the exercise by holders of shares of Class B Common Stock of
their right under Section 2.01 of the Exchange Agreement to exchange Paired Interests will be made without charge to the holders
of the shares of Class B Common Stock for any transfer taxes, stamp taxes or duties or other similar tax in respect of the issuance; provided,
however, that if any such shares of Class A Common Stock are to be issued in a name other than that of the then record holder of
the shares of Class B Common Stock being exchanged (or The Depository Trust Company or its nominee for the account of a participant of
The Depository Trust Company that will hold the shares for the account of such holder), then such holder and/or the Person in whose name
such shares are to be delivered, shall pay to the Corporation the amount of any tax that may be payable in respect of any transfer involved
in the issuance or shall establish to the reasonable satisfaction of the Corporation that the tax has been paid or is not payable.


 


6.3             
Retirement of Class B Common Stock. In the event that no Paired Interests remain exchangeable for shares of Class A Common
Stock, the Class B Common Stock shall be transferred to the Corporation and thereupon shall be retired. In the event that any outstanding
share of Class B Common Stock shall cease to be held by a holder of Common Units, such share shall automatically and without further action
on the part of the Corporation or its holder be transferred to the Corporation and thereupon shall be retired and cease to be outstanding
and may not be reissued by the Corporation.


 


7.                 
Board of Directors.


 


7.1             
Number of Directors.


 


(i)                 The
business and affairs of the Corporation shall be managed by, or under the direction of, the Board. Unless and except to the extent
that the Amended and Restated By-laws of the Corporation (as such By-laws may be amended from time to time, the
 “By-laws”) shall so require, the election of the directors of the Corporation (the
 “Directors”) need not be by written ballot. Except as otherwise provided for or fixed pursuant to the provisions
of Section 5.2 of this Amended Certificate of Incorporation relating to the rights of the holders of any series of Preferred
Stock to elect additional Directors, the total number of Directors constituting the entire Board shall be not less than three (3)
nor more than twenty (20), with the then authorized number of Directors being fixed from time to time by the Board.


 






     


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(ii)             
During any period when the holders of any series of Preferred Stock have the right to elect additional Directors as provided for
or fixed pursuant to the provisions of Section 5.2 (“Preferred Stock Directors”), upon the commencement, and for
the duration, of the period during which such right continues: (i) the then total authorized number of Directors shall automatically
be increased by such specified number of Preferred Stock Directors, and the holders of the related Preferred Stock shall be entitled to
elect the Preferred Stock Directors pursuant to the provisions of the Board’s designation for the series of Preferred Stock, and
(ii) each such Preferred Stock Director shall serve until such Preferred Stock Director’s successor shall have been duly elected
and qualified, or until such Preferred Stock Director’s right to hold such office terminates pursuant to such provisions, whichever
occurs earlier, subject to his or her earlier death, disqualification, resignation or removal. Except as otherwise provided by the Board
in the resolution or resolutions establishing such series, whenever the holders of any series of Preferred Stock having such right to
elect Preferred Stock Directors are divested of such right pursuant to the provisions of such stock, the terms of office of all such Preferred
Stock Directors elected by the holders of such Preferred Stock, or elected to fill any vacancies resulting from the death, resignation,
disqualification or removal of such Preferred Stock Directors, shall forthwith terminate and the total and authorized number of Directors
shall be reduced accordingly.


 


7.2             
Staggered Board. The Board (other than Preferred Stock Directors) shall be divided into three (3) classes, as nearly equal
in number as possible, designated Class I, Class II and Class III. Class I Directors shall initially serve until the first
annual meeting of stockholders following the effectiveness of this Amended Certificate of Incorporation; Class II Directors shall
initially serve until the second annual meeting of stockholders following the effectiveness hereof; and Class III Directors shall
initially serve until the third annual meeting of stockholders following the effectiveness hereof. Commencing with the first annual meeting
of stockholders following the effectiveness hereof, each Director of each class the term of which shall then expire shall be elected to
hold office for a three-year term and until such Director’s successor has been duly elected and qualified. In case of any increase
or decrease, from time to time, in the number of Directors (other than Preferred Stock Directors), the number of Directors in each class
shall be apportioned as nearly equal as possible. The Board is authorized to assign members of the Board already holding office to Class
I, Class II and Class III.


 


7.3              Vacancies
and Newly Created Directorships. Subject to the rights of the holders of any one or more series of Preferred Stock then
outstanding and subject to obtaining any required stockholder votes or consents under the Stockholders Agreement, newly created
directorships resulting from any increase in the authorized number of Directors or any vacancies on the Board resulting from death,
resignation, retirement, disqualification, removal from office or other cause shall be filled by the affirmative vote of a majority
of the remaining Directors then in office, even if less than a quorum of the Board or, prior to the 50% Triggering Event, by the
affirmative vote of the holders of a majority of the total voting power of the outstanding shares of capital stock of the
Corporation entitled to vote generally in the election of Directors, voting together as a single class. Any Director so chosen shall
hold office until the next election of the class for which such Director shall have been chosen and until his or her successor shall
be duly elected and qualified or until such Director’s earlier death, disqualification, resignation or removal. No decrease in
the number of Directors shall shorten the term of any Director then in office.


 






     


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7.4             
Removal of Directors. Except for Preferred Stock Directors and subject to obtaining any required stockholder votes or consents
under the Stockholders Agreement, any Director or the entire Board may be removed from office at any time, but only for cause by the affirmative
vote of the holders of sixty-six and two-thirds percent (66 2/3%) of the total voting power of the outstanding shares of capital stock
of the Corporation entitled to vote generally in the election of Directors, voting together as a single class; provided, however,
that prior to the 50% Triggering Event, any Director may be removed with or without cause by the affirmative vote of the holders of a
majority of the total voting power of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election
of Directors, voting together as a single class.


 


8.                 
Meetings of Stockholders.


 


8.1             
Action by Written Consent. Prior to the 40% Triggering Event, any action which is
required or permitted to be taken by the stockholders of the Corporation may be taken without a meeting, without prior notice and without
a vote if a consent or consents in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not
less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of the
Corporation’s capital stock entitled to vote thereon were present and voted. From and after the 40% Triggering Event, any
action required or permitted to be taken by the stockholders of the Corporation may be taken only at a duly called annual or special meeting
of the stockholders of the Corporation and the power of stockholders to consent in writing without a meeting is specifically denied; provided,
however, that any action required or permitted to be taken by the holders of Preferred Stock, voting separately as a series or
separately as a class with one or more other such series, may be taken without a meeting, without prior notice and without a vote, unless
expressly prohibited in the resolutions creating such series of Preferred Stock.


 


8.2             
Special Meetings of Stockholders. Subject to any special rights of the holders of any series of Preferred Stock, and to
the requirements of applicable law, special meetings of stockholders of the Corporation may be called only (i) by or at the direction
of the Board pursuant to a written resolution adopted by a majority of the total number of Directors that the Corporation would have if
there were no vacancies or (ii) by or at the direction of the Chair or the Chief Executive Officer. In addition, prior to the 40%
Triggering Event, special meetings of stockholders of the Corporation may be called by the Chair or Secretary of the Corporation at the
request of the Principal Stockholders. Any business transacted at any special meeting of stockholders shall be limited to matters relating
to the purpose or purposes stated in the notice of meeting.


 


8.3             
Election of Directors by Written Ballot. Unless and except to the extent that the By-laws shall so require, the election
of the Directors need not be by written ballot.


 






     


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9.                 
 Business Combinations.


 


9.1             
Section 203 of the General Corporation Law. The Corporation expressly elects not to be subject to the provisions of
Section 203 of the General Corporation Law.


 


9.2             
Limitations on Business Combinations. Notwithstanding any other provision in this Amended Certificate of Incorporation to
the contrary, the Corporation shall not engage in any business combination (as defined below), at any point in time at which the Corporation’s
Class A Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act, with any interested stockholder (as defined
below) for a period of three (3) years following the time that such stockholder became an interested stockholder, unless:


 


(i)                
prior to such time, the Board approved either the business combination or the transaction which resulted in such stockholder becoming
an interested stockholder,


 


(ii)             
upon consummation of the transaction which resulted in such stockholder becoming an interested stockholder, such interested stockholder
owned at least eighty-five (85)% of the voting stock (as defined below) of the Corporation outstanding at the time the transaction commenced,
excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by such interested stockholder)
those shares owned by (i) persons who are Directors and also officers of the Corporation or (ii) employee stock plans in which
employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a
tender or exchange offer, or


 


(iii)           
at or subsequent to such time, the business combination is approved by the Board and authorized at an annual or special meeting
of stockholders, and not by written consent, by the affirmative vote of at least two thirds of the outstanding voting stock of the Corporation
which is not owned by such interested stockholder.


 


9.3             
Definitions. For purposes of this Article 9:


 


(i)                
“affiliate” means a person that directly, or indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with, another person.


 


(ii)             
“associate,” when used to indicate a relationship with any person, means: (i) any corporation, partnership,
unincorporated association or other entity of which such person is a director, officer or general partner or is, directly or indirectly,
the owner of twenty-percent (20%) or more of any class of voting stock; (ii) any trust or other estate in which such person has at
least a twenty-percent (20%) beneficial interest or as to which such person serves as trustee or in a similar fiduciary capacity; and
(iii) any relative or spouse of such person, or any relative of such spouse, who has the same residence as such person.


 






     


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(iii)           
“business combination” means:


 


(1)              
 any merger or consolidation of the Corporation or any direct or indirect majority-owned subsidiary of the Corporation (a) with
the interested stockholder, or (b) with any other corporation, partnership, unincorporated association or other entity if the merger
or consolidation is caused by the interested stockholder and as a result of such merger or consolidation Section 9.2 is not applicable
to the surviving entity;


 


(2)              
any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions), except
proportionately as a stockholder of the Corporation, to or with the interested stockholder, whether as part of a dissolution or otherwise,
of assets of the Corporation or of any direct or indirect majority-owned subsidiary of the Corporation which assets have an aggregate
market value equal to ten percent (10%) or more of either the aggregate market value of all the assets of the Corporation determined on
a consolidated basis or the aggregate market value of all the outstanding stock of the Corporation;


 


(3)              
any transaction which results in the issuance or transfer by the Corporation or by any direct or indirect majority-owned subsidiary
of the Corporation of any stock of the Corporation or of such subsidiary to the interested stockholder, except: (a) pursuant to the
exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into stock of the Corporation or any such
subsidiary which securities were outstanding prior to the time that the interested stockholder became such; (b) pursuant to a merger
under Section 251(g) of the General Corporation Law; (c) pursuant to a dividend or distribution paid or made, or the exercise,
exchange or conversion of securities exercisable for, exchangeable for or convertible into stock of the Corporation or any such subsidiary
which security is distributed, pro rata to all holders of a class or series of stock of the Corporation subsequent to the time the interested
stockholder became such; (d) pursuant to an exchange offer by the Corporation to purchase stock made on the same terms to all holders
of such stock; or (e) any issuance or transfer of stock by the Corporation; provided, however, that in no case under
items (c)-(e) of this subsection (3) shall there be an increase in the interested stockholder’s proportionate share of the
stock of any class or series of the Corporation or of the voting stock of the Corporation (except as a result of immaterial changes due
to fractional share adjustments);


 


(4)              
any transaction involving the Corporation or any direct or indirect majority-owned subsidiary of the Corporation which has the
effect, directly or indirectly, of increasing the proportionate share of the stock of any class or series, or securities convertible into
the stock of any class or series, of the Corporation or of any such subsidiary which is owned by the interested stockholder, except as
a result of immaterial changes due to fractional share adjustments or as a result of any purchase or redemption of any shares of stock
not caused, directly or indirectly, by the interested stockholder; or


 


(5)              
any receipt by the interested stockholder of the benefit, directly or indirectly (except proportionately as a stockholder of the
Corporation), of any loans, advances, guarantees, pledges, or other financial benefits (other than those expressly permitted in subsections (1)-(4)
above) provided by or through the Corporation or any direct or indirect majority-owned subsidiary.


 






     


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(iv)            
 “control,” including the terms “controlling,” “controlled by” and “under
common control with,” means the possession, directly or indirectly, of the power to direct or cause the direction of the management
and policies of a person, whether through the ownership of voting stock, by contract, or otherwise. A person who is the owner of twenty
percent (20%) or more of the outstanding voting stock of any corporation, partnership, unincorporated association or other entity shall
be presumed to have control of such entity, in the absence of proof by a preponderance of the evidence to the contrary. Notwithstanding
the foregoing, a presumption of control shall not apply where such person holds voting stock, in good faith and not for the purpose of
circumventing this Article 9, as an agent, bank, broker, nominee, custodian or trustee for one or more owners who do not individually
or as a group (as such term is used in Rule 13d-5 of the Exchange Act) have control of such entity.


 


(v)              
“interested stockholder” means any person (other than the Corporation or any direct any indirect majority-owned
subsidiary of the Corporation) that (i) is the owner of fifteen percent (15%) or more of the outstanding voting stock of the Corporation,
or (ii) is an affiliate or associate of the Corporation and was the owner of fifteen percent (15%) or more of the outstanding voting
stock of the Corporation at any time within the three (3) year period immediately prior to the date on which it is sought to be determined
whether such person is an interested stockholder, and the affiliates and associates of such person; provided, however, that
the term “interested stockholder” shall not include (a) the Principal Stockholders or Principal Stockholder transferees
or (b) any person whose ownership of shares in excess of the fifteen percent (15%) limitation set forth herein is the result of any
action taken solely by the Corporation; provided that such person specified in this clause (b) shall be an interested stockholder
if thereafter such person acquires additional shares of voting stock of the Corporation, except as a result of further corporate action
not caused, directly or indirectly, by such person. For the purpose of determining whether a person is an interested stockholder, the
voting stock of the Corporation deemed to be outstanding shall include stock deemed to be owned by the person through application of the
definition of “owner” below but shall not include any other unissued stock of the Corporation which may be issuable pursuant
to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise.


 


(vi)            
“owner,” including the terms “own” and “owned,” when used with respect
to any stock, means a person that individually or with or through any of its affiliates or associates:


 


(1)              
beneficially owns such stock, directly or indirectly; or


 


(2)               has
(a) the right to acquire such stock (whether such right is exercisable immediately or only after the passage of time) pursuant
to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, warrants or options, or
otherwise; provided, however, that a person shall not be deemed the owner of stock tendered pursuant to a tender or
exchange offer made by such person or any of such person’s affiliates or associates until such tendered stock is accepted for
purchase or exchange; or (b) the right to vote such stock pursuant to any agreement, arrangement or understanding; provided, however,
that a person shall not be deemed the owner of any stock because of such person’s right to vote such stock if the agreement,
arrangement or understanding to vote such stock arises solely from a revocable proxy or consent given in response to a proxy or
consent solicitation made to ten (10) or more persons; or


 






     


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(3)              
has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting (except voting pursuant to a revocable
proxy or consent as described in item (b) of subsection (2) above), or disposing of such stock with any other person that beneficially
owns, or whose affiliates or associates beneficially own, directly or indirectly, such stock.


 


(vii)         
“person” means any individual, corporation, partnership, unincorporated association or other entity.


 


(viii)       
 “stock” means, with respect to any corporation, any capital stock of such corporation and, with respect to
any other entity, any equity interest of such entity.


 


(ix)            
“Principal Stockholder transferee” means any Person who acquires voting stock of the Corporation from a Principal
Stockholder (other than in connection with a public offering) and who is designated in writing by such Principal Stockholder as a “Principal
Stockholder transferee.”


 


(x)              
“voting stock” means, with respect to any corporation, stock of any class or series entitled to vote generally
in the election of directors and, with respect to any entity that is not a corporation, any equity interest entitled to vote generally
in the election of the governing body of such entity. Every reference to a percentage of voting stock shall refer to such percentage of
the votes of such voting stock.


 


10.             
Corporate Opportunities.


 


10.1          Certain
Acknowledgements. In recognition and anticipation that (i) certain of the directors, partners, principals, officers, members,
managers and/or employees of the Principal Stockholders or their Affiliated Companies (as defined below) may serve as directors or
officers of the Corporation and (ii) the Principal Stockholders and their Affiliated Companies engage and may continue to engage in
the same or similar activities or related lines of business as those in which the Corporation, directly or indirectly, may engage
and/or other business activities that overlap with or compete with those in which the Corporation, directly or indirectly, may
engage, and (iii) that the Corporation and its Affiliated Companies may engage in material business transactions with the Principal
Stockholders and their Affiliated Companies, and that the Corporation is expected to benefit therefrom, the provisions of this
Article 10 are set forth to regulate and define the conduct of certain affairs of the Corporation as they may involve the
Principal Stockholders and/or their Affiliated Companies and/or their respective directors, partners, principals, officers, members,
managers and/or employees, including any of the foregoing who serve as officers or directors of the Corporation (collectively, the
 “Exempted Persons”), and the powers, rights, duties and liabilities of the Corporation and its officers,
directors and stockholders in connection therewith. As used in this Amended Certificate of Incorporation, “Affiliated
Companies” shall mean (a) in respect of the Principal Stockholders, any entity that controls, is controlled by or under
common control with the Principal Stockholders (other than the Corporation and any company that is controlled by the Corporation)
and any investment entities managed by the Principal Stockholders or any of their Affiliated Companies (as general partner, sole
member or otherwise) and (b) in respect of the Corporation, any company controlled by the Corporation.


 






     


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10.2         
Competition and Corporate Opportunities. To the fullest extent permitted by applicable law, none of the Principal Stockholders,
their Affiliated Companies or any of the Exempted Persons shall have any fiduciary duty to refrain from engaging directly or indirectly
in the same or similar business activities or lines of business as the Corporation or any of its Affiliated Companies, and none of the
Principal Stockholders, their Affiliated Companies or any of the Exempted Persons shall be liable to the Corporation or its stockholders
for breach of any fiduciary or other duty (whether contractual or otherwise) solely by reason of any such activities of the Principal
Stockholders, their Affiliated Companies or any of the Exempted Persons. To the fullest extent permitted by applicable law, the Corporation,
on behalf of itself and its Affiliated Companies, renounces any interest or expectancy of the Corporation and its Affiliated Companies
in, or in being offered an opportunity to participate in, business opportunities that are from time to time presented to the Principal
Stockholders, their Affiliated Companies or any of the Exempted Persons, even if the opportunity is one that the Corporation or its Affiliated
Companies might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so, and each
of the Principal Stockholders, their Affiliated Companies and the Exempted Persons shall have no duty to communicate or offer such business
opportunity to the Corporation or its Affiliated Companies and, to the fullest extent permitted by applicable law, shall not be liable
to the Corporation, any of its Affiliated Companies or its stockholders for breach of any fiduciary or other duty (whether contractual
or otherwise), as a director, officer or stockholder of the Corporation solely, by reason of the fact that the Principal Stockholders,
their Affiliated Companies or any such Exempted Person pursues or acquires such business opportunity, sells, assigns, transfers or directs
such business opportunity to another Person or fails to present such business opportunity, or information regarding such business opportunity,
to the Corporation or any of its Affiliated Companies. For the avoidance of doubt, each of the Principal Stockholders, their Affiliated
Companies and the Exempted Persons shall, to the fullest extent permitted by law, have the right to, and shall have no duty (whether contractual
or otherwise) not to, directly or indirectly: (A) engage in the same, similar or competing business activities or lines of business as
the Corporation or its Affiliated Companies, (B) do business with any client or customer of the Corporation or its Affiliated Companies,
or (C) make investments in competing businesses of the Corporation or its Affiliated Companies, and such acts shall not be deemed wrongful
or improper. Notwithstanding anything to the contrary in this Section 2, the Corporation does not renounce any interest or expectancy
it may have in any business opportunity that is expressly offered to any Exempted Person solely in his or her capacity as a director or
officer of the Corporation.


 


10.3         
Certain Matters Deemed Not Corporate Opportunities. In addition to and notwithstanding the foregoing provisions of this
Article 10, a corporate opportunity shall not be deemed to be a potential corporate opportunity for the Corporation if it is a business
opportunity the Corporation is not financially able or contractually permitted or legally able to undertake, or that is, from its nature,
not in the line of the Corporation’s business or is of no practical advantage to it or that is one in which the Corporation has
no interest or reasonable expectancy.






     


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10.4         
 Amendment of this Article. Notwithstanding anything to the contrary elsewhere contained in this Amended Certificate of
Incorporation, subject to the rights of the holders of any series of Preferred Stock then outstanding, and in addition to any vote required
by applicable law, for so long as the Principal Stockholders collectively beneficially own (as such term is defined in Rule 13d-3 and
Rule 13d-5 under the Exchange Act) any issued and outstanding shares of Common Stock, the consent of the Principal Stockholders shall
be required to alter, amend or repeal, or to adopt any provision inconsistent with, this Article 10; provided, however,
that, to the fullest extent permitted by law, neither the alteration, amendment or repeal of this Article 10 nor the adoption of
any provision of this Amended Certificate of Incorporation inconsistent with this Article 10 shall apply to or have any effect on
the liability or alleged liability of any Exempted Person for or with respect to any activities or opportunities which such Exempted Person
becomes aware prior to such alteration, amendment, repeal or adoption.


 


11.             
Limitation of Liability.


 


11.1         
To the fullest extent permitted under the General Corporation Law, as it now exists or may hereafter be amended (but, in the case
of any such amendment, only to the extent such amendment permits the Corporation to provide broader exculpation than permitted prior thereto),
no Director shall be liable to the Corporation or its stockholders for monetary damages arising from a breach of fiduciary duty as a Director.


 


11.2         
Any amendment, repeal or modification of Section 11.1 shall not adversely affect any right or protection of a Director existing
at the time of such amendment, repeal or modification with respect to any act, omission or other matter occurring prior to such amendment,
repeal or modification.


 


12.             
Indemnification.


 


12.1          Right
to Indemnification and Advancement. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by
applicable law as it presently exists or may hereafter be amended, (i) any Person who was or is a party or is threatened to be made
a party to or otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (a “Proceeding”), by reason of the fact that he or she, or a Person for whom he
or she is the legal representative, is or was a Director or officer of the Corporation or, while a Director or officer of the
Corporation, is or was serving at the request of the Corporation as a director, officer, employee, agent or trustee of another
entity or enterprise, including service with respect to employee benefit plans, or (ii) the Principal Stockholder that is a party or
is threatened to be made a party to or otherwise involved in any Proceeding by reason of the fact that the Principal Stockholder is
or was a holder of equity interests in the Corporation (each such Person in clause (i) and (ii), a “Covered
Person”) against all liability and loss suffered and expenses (including, without limitation, attorneys’ fees and
expenses, judgments, fines, excise taxes or penalties under the Employee Retirement Income Security Act of 1974, as amended, and
amounts paid or to be paid in settlement) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except
as otherwise provided in Section 12.3, the Corporation shall be required to indemnify a Covered Person in connection with a
Proceeding (or part thereof) commenced by such Covered Person only if the commencement of such Proceeding (or part thereof) by the
Covered Person was authorized by the Board.


 






     


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12.2         
Prepayment of Expenses. To the extent not prohibited by applicable law, the Corporation shall pay the expenses (including
attorneys’ fees) incurred by a Covered Person in defending any Proceeding in advance of its final disposition; provided,
however, that to the extent required by applicable law, such payment of expenses in advance of the final disposition of the Proceeding
shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it should be ultimately determined
that the Covered Person is not entitled to be indemnified under this Article 12 or otherwise.


 


12.3         
Claims. If a claim for indemnification or advancement of expenses under this Article 12 is not paid in full within
thirty (30) days after a written claim therefor by the Covered Person has been received by the Corporation, the Covered Person may file
suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting
such claim. In any such action the Corporation shall have the burden of proving that the Covered Person is not entitled to the requested
indemnification or advancement of expenses under applicable law. In (i) any suit brought by a Covered Person to enforce a right to indemnification
hereunder (but not in a suit brought by a Covered Person to enforce a right to an advancement of expenses) it shall be a defense that,
and (ii) any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation
shall be entitled to recover such expenses upon a final adjudication that, such Person has not met any applicable standard for indemnification
set forth in the General Corporation Law. Neither the failure of the Corporation (including by its Directors who are not parties to such
action, a committee of such Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement
of such suit that indemnification of the Covered Person is proper in the circumstances because the Covered Person has met the applicable
standard of conduct set forth in the General Corporation Law, nor an actual determination by the Corporation (including by its Directors
who are not parties to such action, a committee of such Directors, independent legal counsel, or its stockholders) that the Covered Person
has not met such applicable standard of conduct, shall create a presumption that such Person has not met the applicable standard of conduct
or, in the case of such a suit brought by the Covered Person, be a defense to such suit.


 


12.4         
Nonexclusivity of Rights. The rights conferred on any Covered Person by this Article 12 shall not be exclusive of any
other rights that such Covered Person may have or hereafter acquire under any statute, provision of this Amended Certificate of Incorporation,
the By-laws, agreement, vote of stockholders or disinterested Directors or otherwise.


 


12.5         
Other Sources. Subject to Section 12.6, the Corporation’s obligation, if any, to indemnify or to advance expenses
to any Covered Person who was or is serving at its request as a director, officer, employee or agent of another entity or enterprise shall
be reduced by any amount such Covered Person may collect as indemnification or advancement of expenses from such other entity or enterprise.


 






     


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12.6         
 Indemnitor of First Resort. In all events, (i) the Corporation hereby agrees that it is the indemnitor of first resort
(i.e., its obligation to a Covered Person to provide advancement and/or indemnification to such Covered Person are primary and any obligation
of any Principal Stockholder (including any Affiliate thereof other than the Corporation) to provide advancement or indemnification hereunder
or under any other indemnification agreement (whether pursuant to contract, by-laws or charter), or any obligation of any insurer of any
Principal Stockholder to provide insurance coverage, for the same expenses, liabilities, judgments, penalties, fines and amounts paid
in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such expenses,
liabilities, judgments, penalties, fines and amounts paid in settlement) incurred by such Covered Person are secondary and (ii) if
any Principal Stockholder (or any Affiliate thereof, other than the Corporation) pays or causes to be paid, for any reason, any amounts
otherwise indemnifiable hereunder or under any other indemnification agreement (whether pursuant to contract, by-laws or charter) with
such Covered Person, then (x) such Principal Stockholder (or such Affiliate, as the case may be), as the case may be, shall be fully
subrogated to all rights of such Covered Person with respect to such payment and (y) the Corporation shall fully indemnify, reimburse
and hold harmless such Principal Stockholder (or such other Affiliate), as the case may be, for all such payments actually made by such
Principal Stockholder (or such other Affiliate).


 


12.7         
Amendment or Repeal. Any amendment or repeal of the foregoing provisions of this Article 12 shall not adversely affect
any right or protection hereunder of any Covered Person in respect of any act or omission occurring prior to the time of such amendment
or repeal.


 


12.8         
Other Indemnification and Prepayment of Expenses. This Article 12 shall not limit the right of the Corporation, to
the extent and in the manner permitted by applicable law, to indemnify and to advance expenses to Persons other than Covered Persons when
and as authorized by appropriate corporate action.


 


12.9         
Reliance. Covered Persons who after the date of the adoption of this provision become or remain a Covered Person described
in Article 12 will be conclusively presumed to have relied on the rights to indemnity, advance of expenses and other rights contained
in this Article 12 in entering into or continuing the service. The rights to indemnification and to the advance of expenses conferred
in this Article 12 will apply to claims made against any Covered Person described in Article 12 arising out of acts or omissions
in respect of the Corporation or one of its subsidiaries that occurred or occur both prior and subsequent to the adoption hereof. The
rights conferred upon Covered Persons in this Article 12 shall be contract rights and such rights shall continue as to a Covered
Person who has ceased to be a Director or officer and shall inure to the benefit of the Covered Person’s heirs, executors and administrators.
Any amendment, alteration or repeal of this Article 12 that adversely affects any right of a Covered Person or its successors shall
be prospective only and shall not limit, eliminate, or impair any such right with respect to any proceeding involving any occurrence or
alleged occurrence of any action or omission to act that took place prior to such amendment or repeal.


 






     


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12.10      Insurance.
The Corporation may purchase and maintain insurance, at its expense, to protect itself and any Director, officer, employee or agent
of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or
loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the
General Corporation Law.


 


13.             
Adoption, Amendment or Repeal of By-Laws. In furtherance and not in limitation of the powers conferred
by law, the Board is expressly authorized to make, alter, amend or repeal the By-laws subject to the power of the stockholders of the
Corporation entitled to vote with respect thereto to make, alter, amend or repeal the By-laws; provided, that with respect to the
powers of stockholders entitled to vote with respect thereto to make, alter, amend or repeal the By-laws, from and after the 40% Triggering
Event, in addition to any other vote otherwise required by law, the affirmative vote of the holders of sixty-six and two-thirds percent
(66 2/3%) of the total voting power of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election
of Directors, voting together as a single class, shall be required to make, alter, amend or repeal the By-laws.


 


14.             
Adoption, Amendment and Repeal of Certificate. Subject to Article 5, the Corporation reserves the right to amend, alter,
change or repeal any provision contained in this Amended Certificate of Incorporation, in the manner now or hereafter prescribed by the
General Corporation Law, and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, Directors or any
other Persons whomsoever by and pursuant to this Amended Certificate of Incorporation in its present form or as hereafter amended, are
granted and held subject to this reservation. Notwithstanding anything to the contrary contained in this Amended Certificate of Incorporation,
and notwithstanding that a lesser percentage may be permitted from time to time by applicable law, no provision of Sections 7.2,
7.3 and 7.4 of Article 7, Section 8.1 and 8.2 of Article 8 or Article 9, 10, 12, 13, 13 or 15 may be altered, amended
or repealed in any respect, nor may any provision or by-law inconsistent therewith be adopted, unless in addition to any other vote required
by this Amended Certificate of Incorporation or otherwise required by law, (i) prior to the 40% Triggering Event, such alteration,
amendment, repeal or adoption is approved by, in addition to any other vote otherwise required by law, the affirmative vote of the holders
of a majority of the total voting power of the outstanding shares of capital stock of the Corporation entitled to vote generally in the
election of Directors, voting together as a single class, and (ii) from and after the 40% Triggering Event, such alteration, amendment,
repeal or adoption is approved by, in addition to any other vote otherwise required by law, the affirmative vote of the holders of sixty-six
and two-thirds percent (66 2/3%) of the total voting power of the outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of Directors, voting together as a single class, at a meeting of the stockholders called for that purpose.


 






     


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15.              Forum
for Adjudication of Disputes. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of
Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, then another court of the State of
Delaware or, if no court of the State of Delaware has jurisdiction, then the United States District Court for the District of
Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (a) any derivative action or proceeding
brought on behalf of the Corporation, (b) any action asserting a claim of breach of a fiduciary duty owed by any director, officer,
employee or stockholder of the Corporation to the Corporation or the Corporation’s stockholders, creditors or other
constituents, (c) any action asserting a claim arising pursuant to any provision of the General Corporation Law, this Amended
Certificate of Incorporation or the By-laws (as either may be amended and/or restated from time to time) or (d) any action asserting
a claim against the Corporation or any director or officer of the Corporation governed by the internal affairs doctrine; provided that
for the avoidance of doubt, this provision, including for any “derivative action”, will not apply to suits to enforce a
duty or liability created by the Securities Act, the Exchange Act or other federal securities laws for which there is exclusive or
concurrent federal and state jurisdiction. Unless the Corporation consents in writing to the selection of an alternative forum, the
federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a
cause of action arising under the Securities Act.


 


16.             
Severability. If any provision or provisions of this Amended Certificate of Incorporation shall be held to be invalid, illegal
or unenforceable as applied to any circumstance for any reason whatsoever: (i) the validity, legality and enforceability of such
provisions in any other circumstance and of the remaining provisions of this Amended Certificate of Incorporation (including, without
limitation, each portion of any paragraph of this Amended Certificate of Incorporation containing any such provision held to be invalid,
illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired
thereby and (ii) to the fullest extent possible, the provisions of this Amended Certificate of Incorporation (including, without
limitation, each such portion of any paragraph of this Amended Certificate of Incorporation containing any such provision held to be invalid,
illegal or unenforceable) shall be construed so as to permit the Corporation to protect its Directors, officers, employees and agents
from personal liability in respect of their good faith service to or for the benefit of the Corporation to the fullest extent permitted
by law.


 


17.             
Definitions. As used in this Amended Certificate of Incorporation, unless the context otherwise requires or as set forth
in another Article or Section of this Amended Certificate of Incorporation, the term:


 


(a)              
“40% Triggering Event” means the first date on which the Principal Stockholders cease collectively to beneficially
own (as such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act) shares representing at least forty percent (40%) of
the issued and outstanding shares of Common Stock.


 


(b)              
 “50% Triggering Event” means the first date on which the Principal Stockholders cease collectively to beneficially
own (as such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act) shares representing at least fifty percent (50%) of
the issued and outstanding shares of Common Stock.


 


(c)              
 “Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled
by, or under common control with such Person; provided, that (i) neither the Corporation nor any of its subsidiaries will
be deemed an Affiliate of any stockholder of the Corporation or any of such stockholders’ Affiliates and (ii) no stockholder
of the Corporation will be deemed an Affiliate of any other stockholder of the Corporation, in each case, solely by reason of any investment
in the Corporation or any rights conferred on such stockholder pursuant to the Stockholders Agreement (including any representatives of
such stockholder serving on the Board).


 






     


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(d)              
 “Amended Certificate of Incorporation” is defined in the recitals.


 


(e)              
“beneficially own” means, with respect to any securities, having “beneficial ownership” of such
securities as determined pursuant to Rule 13d-3 under the Exchange Act.


 


(f)               
“Board” is defined in Section 5.1(ii)(1).


 


(g)              
“Business Day” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized
by law to be closed in the City of New York.


 


(h)              
“By-laws” is defined in Section 7.1.


 


(i)                
“Chair” means the Chair of the Board.


 


(j)                
“Chief Executive Officer” means the Chief Executive Officer of the Corporation.


 


(k)              
“Class A Common Stock” is defined in Section 4.1.


 


(l)                
“Class B Common Stock” is defined in Section 4.1.


 


(m)            
“Common Stock” is defined in Section 4.1.


 


(n)              
“Common Unit” means a non-voting common interest unit of EWC Ventures.


 


(o)              
“control” (including the terms “controlling” and “controlled”), with respect
to the relationship between or among two or more Persons, means the possession, directly or indirectly, of the power to direct or cause
the direction of the affairs or management of such subject Person, whether through the ownership of voting securities, as trustee or executor,
by contract or otherwise.


 


(p)              
“Corporation” is defined in the preamble.


 


(q)              
“Covered Person” is defined in Section 12.1.


 


(r)               
“Director” is defined in Section 7.1.


 


(s)                “Disposition
Event” means any merger, consolidation or other business combination of the Corporation, whether effectuated through one
transaction or series of related transactions (including a tender offer followed by a merger in which holders of Class A Common
Stock receive the same consideration per share paid in the tender offer), unless, following such transaction, all or substantially
all of the holders of the voting power of all outstanding classes of Common Stock and series of Preferred Stock that are generally
entitled to vote in the election of Directors prior to such transaction or series of transactions, continue to hold a majority of
the voting power of the surviving entity (or its parent) resulting from such transaction or series of transactions in substantially
the same proportions as immediately prior to such transaction or series of transactions.


 






     


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(t)                
“EWC Ventures” means EWC Ventures, LLC, a Delaware limited liability company, or any successor thereto.


 


(u)              
“Exchange Act” means the Securities Exchange Act of 1934, as amended, and any successor law or statute, together
with the rules and regulations promulgated thereunder.


 


(v)              
“Exchange Agreement” means the Exchange Agreement, dated as of August 4, 2021, by and among EWC Ventures, the
Corporation and the holders of Common Units and shares of Class B Common Stock, as the same may be amended, restated, supplemented and/or
otherwise modified, from time to time.


 


(w)            
“Exempted Person” is defined in Section 10.1.


 


(x)              
“General Corporation Law” is defined in the recitals.


 


(y)              
“Paired Interest” means one Common Unit together with one share of Class B Common Stock, subject to adjustment
pursuant to Section 2.03 of the Exchange Agreement.


 


(z)              
“Person” means any individual, partnership, firm, corporation, limited liability company, association, trust,
unincorporated organization or other entity.


 


(aa)           
“Preferred Stock” is defined in Section 4.1.


 


(bb)          
“Preferred Stock Directors” is defined in Section 7.1.


 


(cc)           
“Principal Stockholders” means (i) General Atlantic Partners AIV (EW), L.P., GA AIV-1 B Interholdco (EW), L.P.
and GAPCO AIV Interholdco (EW), L.P.; (ii) any investment funds managed, sponsored, controlled or advised by, or managed accounts of,
General Atlantic LLC and its successors and Affiliates; and (iii) any of their respective successors and Affiliates.


 


(dd)          
“Proceeding” is defined in Section 12.1.


 


(ee)           
“Securities Act” means the Securities Act of 1933, as amended, and any successor law or statute, together with
the rules and regulations promulgated thereunder.


 


(ff)             
“Stock Adjustment” is defined in Section 5.1(ii)(3).


 


(gg)          
“Stockholders Agreement” means the Stockholders Agreement, dated August 4, 2021, by and among the Corporation,
the stockholders named therein and the other persons party thereto or that may become parties thereto from time to time, as the same may
be amended, restated, supplemented and/or otherwise modified, from time to time.


 


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IN WITNESS WHEREOF, this Amended and Restated Certificate
of Incorporation of European Wax Center, Inc. has been duly executed by the authorized officer below this 4th day of August,
2021.


   


		By:	/s/ Gavin O’Connor
	 	 	Name:  Gavin O’Connor
	 	 	Title:    Secretary



 


[Signature Page
to Amended and Restated Certificate of Incorporation]